KARGOE MERCHANT AGREEMENT

 

Any merchant (hereinafter referred to as “you” or “your”) who wishes to access Kargoe (hereinafter referred to as “Kargoe,” “we,” “us,” or “our”) through our website or mobile application (hereinafter sometimes individually or collectively referred to as the “Site”) and use the services provided by us (as described below, the “Services”) to sell goods or services on the Site must accept the terms and conditions of this Merchant Agreement without change.  

 

By registering on the Site and using the Services, you agree to be bound by all terms and conditions of this Merchant Agreement and any and all related policies and guidelines.

 

Kargoe reserves the right, in its sole discretion, to change any of the terms and conditions contained in this Merchant Agreement, or any policies or guidelines relating thereto, at any time and from time to time.  Any changes will be effective only upon our posting of the changes on the Site.  Your continued use of the Site and the Services following such posting will constitute your acceptance of such changes.

 

To register with Kargoe, you must download the app and (a) create a username and password for your account; (b) request a merchant account from Settings; (c) receive, complete and submit email application providing your name, address, phone number, email, tax identification number (Social Security Number (SSN), Employer Identification Number (EIN) or Individual Taxpayer Identification Number (ITIN)), and any other information requested by us; and (d) upload and accurately describe and detail your inventory of goods or services to be sold through the Site.  Kargoe reserves the right to suspend or terminate your account if you provide false or incomplete information or fail to comply in any respect with our registration requirements.

 

You represent and warrant that: (a) you are duly organized, validly existing and in good standing under the laws of the state or country in which your business is registered; (b) you have all requisite right, power and authority to enter into this Merchant Agreement and perform your obligations hereunder; and (c) any information provided or made available by you to us at all times is and will be true, complete and accurate.

 

Services

 

Kargoe is an e-commerce and social media forum that allows users: (a) to market and sell goods or services to other users by posting images, photos and videos to the Site which link the goods or services for direct purchase through one-click “Kargoetags”; (b) to donate directly to charitable organizations by means of similar links; (c) to act as “influencers” in endorsing the goods or services for sale on the Site; and (d) to socialize with other Site users.  

 

Kargoe is not a seller or buyer of any goods or services and disclaims any express or implied warranty which may be applicable to any transaction between a seller and a buyer.  Kargoe has no legal right or obligation to enforce the obligation of a buyer to complete a transaction.

 

You are responsible for all transaction activities relating to the sale of your goods or services on the Site, including order fulfilment, product supply, order shipping and delivery (whether sent directly by you or through a 3rd party service provider), and customer service.

 

You are required to resolve any issues, disputes or differences directly with buyers of your goods or services.  Kargoe is not a party to and has no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any buyer.

 

PayPal

 

To use the Services to sell your goods or services, you must maintain a valid PayPal account that is linked to your Kargoe account, and you must provide us with all requested information relating to such account to the extent necessary to effectuate a transaction.  Use of your PayPal account to accept payments on the Site is subject to the terms and conditions established by PayPal, including, without limitation, the PayPal policies governing returns, exchanges, refunds and disputes.

 

Sales Terms

 

You agree to provide clear and conspicuous notice to buyers of all sales terms and conditions governing the sale of your goods or services on the Site.  Such sales terms and conditions will form a contract between you and any buyer who makes a payment to you for your goods or services.  In delivering any goods or services to a buyer, you may not require any payment nor impose any condition that was not disclosed in the sales terms and conditions.  You agree that any goods or services you promote for sale on the Site will not breach or violate any agreements you have entered into with any third parties.

Commissions

As more fully described in our Terms of Use (the “Terms of Use”), which, as noted below, are incorporated herein by reference, the sale of your goods or services on the Site will be subject to any applicable Commission that may be payable and due to Kargoe and/or a Kargoe user in connection with such user’s promotion of your goods or services resulting in the sale of such goods or services.         

Buyer Information

When a buyer makes a payment to you as a seller you may receive personal information about the buyer via the Services, including contact information (“Buyer Information”).  If you receive any Buyer Information, you may use such information solely to fulfill delivery of any goods or services. You expressly agree not to share Buyer Information with any third party, except as required to comply with applicable laws or with any third party who conducts services on your behalf and who agrees to maintain the appropriate confidentiality and security of such information. You are fully responsible for any authorized or unauthorized collection, use, storage and disclosure of any Buyer Information you receive or otherwise have access to via the Services.

License to Use the Services

 

Kargoe grants you a worldwide, royalty-free, non-assignable and non-exclusive license to use any software that is provided to you by Kargoe as part of the Services. This license is for the sole purpose of enabling you to utilize the Services in the manner permitted by this Agreement and all other agreements incorporated herein by reference. 

 

Fees

 

Please review the Fee Schedule for the Services contained in Schedule A attached hereto.  The Fee Schedule may vary in the future. The Fee Schedule in effect on the date of sale of the goods or services will govern the transaction.  

 

Applicable Policies and Guidelines

 

You agree to abide by the procedures and guidelines contained in the Terms of Use as applicable to this Merchant Agreement, which are incorporated herein by reference.  Kargoe may change the Terms of Use and such changes will be effective immediately upon posting without notice to you. 

 

Without limitation, you may not sell any item, or link or post any related material, that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen or fraudulent.  Your use of the Site and the Services is at your own risk.

 

Reservation of Rights

 

Kargoe retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality and other aspects of the Site and the Services and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend your listing of, or to refuse to list, or to de-list, or to require you not to list, any or all goods or services in its sole discretion.

 

Seller Taxes

 

You agree that it is your responsibility to determine whether any “Seller Taxes” (as defined below) apply to any transaction you complete on the Site, and to collect, report and remit any such Seller Taxes to the appropriate tax authority, and that Kargoe is not obligated to determine whether any Seller Taxes apply, nor is it responsible for collecting, reporting or remitting any sales, use or similar taxes arising from any transaction.  “Seller Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any sale of goods or services by you on or through the Site by any applicable taxing authority, or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

 

Password Security

 

You are solely responsible for maintaining the security of your password.  You are solely responsible for any use of or action taken under your password on the Site.  If your password is compromised, you must change your password.

 

Privacy

 

Please refer to our Privacy Policy for information about how Kargoe collects, uses and shares information.

 

Illegal Activity

 

The Site and the Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations.    

 

No Warranties

THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT.  WE MAKE NO PROMISE THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SITE OR THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AND THAT BUYERS WILL PERFORM AS PROMISED.

WE LIKEWISE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING YOUR TRANSACTIONS WITH OTHER USERS, OR FOR ANY ACTS OR OMISSIONS BY PAYPAL, YOUR PAYMENT CARD ISSUER, OR ANY PAYMENT PROCESSOR.  

YOU AGREE THAT USE OF KARGOE IS AT YOUR OWN RISK.  ALTHOUGH WE TRY TO ENSURE THAT THE INFORMATION POSTED ON KARGOE IS ACCURATE AND UP-TO-DATE, WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION (INCLUDING PRICING AND INVENTORY) AT ANY TIME.  WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, TIMELINESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON KARGOE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON KARGOE.  NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH KARGOE SHALL CREATE ANY WARRANTY. WE ARE NOT RESPONSIBLE FOR ANY CONTENT OR MATERIALS POSTED TO KARGOE BY USERS, NOR FOR DISPUTES BETWEEN USERS, OR BETWEEN USERS AND THIRD PARTIES.

THESE DISCLAIMERS APPLY TO US AS WELL AS THIRD PARTIES THAT ARE INVOLVED IN THE CREATION, PRODUCTION OR DISTRIBUTION OF KARGOE OR ANY OF THE PRODUCTS OR SERVICES PROMOTED OR SOLD USING KARGOE, AND ANY OF THEIR EMPLOYEES AND AGENTS.

Indemnity/Limitation of Liability

You will defend, indemnify and hold harmless Kargoe, its affiliates and their respective employees, directors, agents and representatives, from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any “Claim” relating to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Merchant Agreement; or (ii) the goods or services you sell on the Site; or (iii) any content you provide on the Site; or (iv) the advertisement, offer, sale or return of any goods or services you sell on the Site; or (v) any actual or alleged infringement of any intellectual property or proprietary rights by any goods or services you sell, or content you provide, on the Site; or (vi) any Seller Taxes, or the collection, payment or failure to collect or pay any Seller Taxes. For purposes of this provision, the term “Claim,” for purposes of this paragraph, means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

KARGOE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS MERCHANT AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

Release

If you have a dispute with one or more users, you release Kargoe, its affiliates and their respective employees, directors, agents and representatives, from claims, demands and damages of every kind and nature, known and unknown, direct or indirect, arising out of or in any way relating to such dispute.  In agreeing to this release, you expressly waive any statutory or other protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Applicable Law

The laws of the United States and the State of New York govern this Merchant Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws.

Arbitration

The arbitration provisions set forth in the Terms of Use are incorporated herein by reference to the extent applicable and except for the provisions permitting a Kargoe user the right to opt out of arbitration.

Termination

Kargoe, in its sole discretion, may terminate this Merchant Agreement, or access to the Site or the Services, or may prohibit you from listing goods or services for sale on the Site.

General Provisions

This Merchant Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

Nothing in this Merchant Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Kargoe.  Nothing expressed or mentioned in or implied from this Merchant Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Merchant Agreement.

If any provision of this Merchant Agreement is deemed unlawful, void or unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.

Kargoe will not be considered to have waived any of its rights or remedies described in this Merchant Agreement unless the waiver is in writing and signed by the relevant party.  No delay or omission by us in exercising its rights or remedies will impair or be construed as a waiver.

In the event of any conflict between the provisions of this Merchant Agreement and the provisions of the Terms of Use referenced and incorporated herein, the provisions of the Terms of Use, to the extent applicable to this Merchant Agreement, will govern and control.        

SCHEDULE A

FEE SCHEDULE FOR THE SERVICES

THEY SELL

  1. 10% to Kargoe.
  2. 20% to endorser.
  3. Applicable PayPal fees.

For example, an item sold for $100 would break down as such: