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Terms and Conditions
READ CAREFULLY. This Terms of Use Agreement ("Terms of Use") applies to use of the Ninedeep.com website located at http://www.ninedeep.com (the "Site"). The Site is the property of Ninedeep.com Inc. (together with its affiliated companies, including without limitation, "Ninedeep.com"). Before you make any purchases, you must first establish a customer account ("My Account"). BY CLICKING "I HAVE READ, UNDERSTAND AND AGREE TO THE TERMS OF USE," YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE, DO NOT CLICK ON THE BUTTON AND DO NOT USE THE SITE.
Ninedeep.com reserves the right, at its sole discretion, to change, add or remove portions of this Terms of Use, at any time. It is your responsibility to check this Terms of Use each time before using the Site. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. You agree that all subsequent purchases by you will be subject to the terms and conditions of this Terms of Use, which shall apply until we post a modified Terms of Use and then in accordance with such modified Terms of Use. As long as you comply with this Terms of Use and any such modifications, Ninedeep.com grants you ("End User") a personal, non-exclusive, non-transferable, non-sublicensable, limited privilege to enter and use the Site.
1. Content; Copyright and Trademark Notice. All media (downloaded or samples), software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the Site (collectively, "Content"), including but not limited to the design, selection, arrangement, and coordination of such Content on the Site is owned or licensed by or to Ninedeep.com, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws. Except as expressly provided in this Terms of Use, no part of the Site and no Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without Ninedeep.com's prior express written consent. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Content, and Ninedeep.com reserves all rights not expressly granted hereunder. Ninedeep.com expressly disclaims all responsibility and liability for uses by you of any Content obtained on or in connection with the Site.
NINEDEEP.COM, are registered trademarks, trademarks or service marks of Ninedeep.com. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Ninedeep.com. All other trademarks or service marks are property of their respective owners. The use of any Ninedeep.com trademark or service mark without Ninedeep.com's express written consent is strictly prohibited.
2. Registration; Customer Accounts; Use of Site. Certain services offered on or through the Site require you to first open a My Account. You are responsible for maintaining the confidentiality of your My Account information, including your password, and for all activity that occurs under your account. You agree to notify Ninedeep.com immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Ninedeep.com or any other user of the Site due to someone else using your password or customer account. You may not use anyone else's password or customer account at any time. You may not attempt to gain unauthorized access to the Site. Should you attempt to do so, assist others in making such attempts, or distributing instructions, software or tools for that purpose, then your customer My Account will be terminated. You agree to provide us with accurate, current and complete information about yourself and your billing information as prompted by the registration process. You may update any of your My Account information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated credit card, by clicking on the My Account button and selecting the appropriate link. You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, probe, test or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or any of the systems or networks comprising or connected to the Site.
You also agree that Ninedeep.com may, in its sole discretion and without prior notice to you, terminate your access to the Site and your My Account for any reason, including without limitation: (1) attempts to gain unauthorized access to the Site or assistance to others' attempting to do so, (2) overcoming software security features limiting use of or protecting any Content, (3) discontinuance or material modification of the Site or any service offered on or through the Site, (4) violations of this Terms of Use, (5) failure to pay for purchases, (6) suspected or actual copyright infringement, (7) unexpected operational difficulties, or (8) requests by law enforcement or other government agencies. You agree that Ninedeep.com will not be liable to you or to any third party for termination of your access to the Site.
3. Consent To Collection, Use & Disclosure of Your Personal Information. As more fully described in our Privacy Policy, (click here to view), you must disclose certain Personally Identifiable Information to use our Site, register, and make purchases. As a condition of registering with our Site or making any purchases of any products and/or services or conduct any transactions, you represent that you have first read our Privacy Policy and consent to the collection, use and disclosure of your Personally Identifiable Information and Non-Personally Identifiable Information as described in our Privacy Policy. Our Privacy Policy's terms and conditions will change from time to time, and as a condition of browsing the Site, using any features or making any purchase, you agree that you will first review our Privacy Policy prior to making any initial or subsequent purchases.
While Ninedeep.com takes reasonable steps to safeguard and to prevent unauthorized access to your personal information, we cannot be responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your private information. IN NO EVENT SHALL NINEDEEP.COM OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY'S UNAUTHORIZED ACCESS TO YOUR PERSONAL INFORMATION, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER NINEDEEP.COM WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.
4. Consent To Our Communication With You By E-Mail. By establishing a My Account with us, and each time you make a purchase through our Site, you grant permission for Ninedeep.com to contact you at your e-mail address. To stop receiving our marketing emails, send an e-mail to us at optout@ninedeep.com or follow the opt-out procedures set forth in such marketing emails.
5. Digital Downloads.
Authorized End Users. In addition to the requirements of Section 6 of this Terms of Use, you must meet all of the following requirements to download any Digital Downloads: (i) your computer and other Approved Electronic Devices (defined below) must all be physically located in the United States, (ii) any Digital Downloads that you purchase may only be downloaded to your Primary Computer (defined below) or transferred to Seconday Computers (defined below) or Portable Devices (defined below), and (iii) you must first be a registered user of this Site and in full compliance with this Terms of Use.
Usage Rules. All downloaded music, images, video, artwork, text, software and other copyrightable materials ("Digital Downloads") are sublicensed to End Users and not sold, notwithstanding use of the terms "sell," "purchase," "order," or "buy" on the Site or this Terms of Use. Your Digital Download sublicense is nonexclusive, nontransferable, nonsublicensable, limited and for use only within the United States.
Standard Usage Rules. You may download music to a single registered personal computer ("Primary Computer"). You may then transfer music files and backup license files to up to two (2) additional personal computers ("Secondary Computers") (but without rights to further transfer or copy from those Secondary Computers). You may play music an unlimited number of times on your Primary Computer and your Secondary Computers. You shall be entitled to (A) burn (only from your Primary Computer) Digital Downloads solely for personal, non-commercial use up to ten (10) times, and (B) export Digital Downloads (solely from the Primary Computer) an unlimited number of times to a Portable Device (as defined below). The foregoing are collectively referred to as the "Standard Usage Rules", and together with any more restrictive usage rules that may be imposed by certain labels and licensors, the "Usage Rules".
Different Licensors May Require More Restricted Usage Rules. Unfortunately, certain labels and licensors of digital downloads may require stricter usage rules than the Standard Usage Rules. When applicable, we will identify these more restrictive usage rules prior to your purchase of a Digital Download that is subject to any such restrictive usage rule.
You may only download, transfer, copy and use the Digital Downloads as stated in the particular Usage Rules for that Digital Download, which Usage Rules are hereby incorporated by reference. No other downloads, transfers, copies or uses of Digital Downloads are permitted. All other rights are reserved. As a condition of purchasing each Digital Download, you represent to Ninedeep.com that you understand and agree to the limited uses associated with a particular Digital Download's Usage Rules.
Approved Electronic Devices For Digital Downloads. The Digital Music Downloads are sublicensed for play only upon approved electronic devices. "Approved Electronic Devices" are subject to the Usage Rules above and include the following: (i) the Primary Computer and Secondary Computer registered with this Site, and (ii) lightweight devices that receive and store digital music files, and play them back in analog form, but which are incapable of further transferring Digital Downloads ("Portable Devices"). Portable Devices must support the Windows Media Audio ("WMA") format and meet "Class 1000" standards. WMAs are not compatible with any Macintosh Operating Systems. WITHOUT LIMITING ANY PROVISION HEREIN, NINEDEEP.COM MAKES NO WARRANTY THAT ANY PARTICULAR COMPACT DISC BURNER WILL BE COMPATIBLE WITH ANY DIGITAL DOWNLOAD OR THAT ANY COMPACT DISC BURNED WILL FUNCTION IN ALL COMPACT DISC PLAYERS.
Prohibited Uses of Digital Downloads. You may not reverse engineer, decompile, dissassemble, modify or disable any copy protection or use limitation systems associated with any of the Digital Downloads. You may not play and then redigitize any of the Digital Downloads, or upload those Digital Downloads to the Internet. You may not create any "derivative works" by altering any of the Digital Downloads. You may not use the Digital Downloads in conjunction with any other third-party content (e.g, to provide sound for a film). You may not exploit any Digital Download for any commercial purposes (including the sale of bundled Digital Downloads transferred onto Approved Electronic Devices). You further agree to indemnify and hold harmless Ninedeep.com for your failure to comply with this section.
Conditions to Sublicensing of Digital Downloads to You. Digital Rights Management ("DRM") software will be downloaded onto your Approved Electronic Devices along with your Digital Download music files, and will limit your uses as specified in the Usage Rules. You must first install, and limit any approved uses of the Digital Music Download, using only Windows media Digital Rights Management(DRM) compatible software. You must also first install a software program that is used to compress and decompress ("codec") music files. Ninedeep.com reserves the right to change at any time, without prior notice to you, the software required to download, transfer, copy and use or limit use of any of the Digital Downloads. The speed at which a Digital Download can be transferred to your registered personal computer depends in large part upon the bandwidth of the connection provided to you by your Internet Service Provider. You are responsible for all charges associated with use of your Internet Service. For an estimate of the times required to download music Digital Downloads depending upon your connection bandwidth, click here.
6. Conditions of Sale and Payment Terms. To purchase any goods and/or services on our Site, you must (a) be at least eighteen (18) years of age or the applicable state age of majority, (b) be a natural person (no corporations, partnerships or other legal entities), and (c) be a resident in the 50 states of the United States of America, exclusive of its commonwealths, territories and possessions ("United States"). Prior to the purchase of any goods or services on our Site, you must provide us with a valid credit card number and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration and (v) any activation numbers or codes needed to charge your card. By submitting that information to us, you hereby agree that you authorize us to charge your card at our convenience but within thirty (30) days of credit card authorization. All sales of products and services are final. All charges from those sales are nonrefundable.
7. Methods of Payment, Credit Card Terms and Taxes. All payments must be made by VISA, MasterCard, American Express, Discover, Diner's Club, and government credit cards (each of which may be removed by Ninedeep.com in its sole discretion). Unless expressly set forth on the Ninedeep.com site, we do not accept any other payment form. If we offer or accept any other form of payment, you hereby agree to all restrictions, terms and conditions associated with such additional form of payment. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not this Terms of Use to determine your rights and liabilities as a cardholder. YOU, AND NOT NINEDEEP.COM, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify Ninedeep.com of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If Ninedeep.com does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Ninedeep.com or its agents. You are responsible for paying any governmental taxes imposed on your purchases, including, but not limited to, sales, use or value-added taxes. Ninedeep.com shall automatically charge and withhold the applicable sales tax for orders to be delivered to addresses within California and Massachusetts and any other states or localities that it deems is required.
8. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Ninedeep.com reserves the right at any time after receipt of your order to accept or decline your order for any reason. Ninedeep.com further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by Ninedeep.com upon shipment of products or performance of services that you have ordered, or upon the completion of the license and delivery of a Digital Download, as indicated by our servers. Title to goods passes to you upon delivery to the common carrier. All orders placed over $1000.00 (U.S.) must obtain pre-approval with an acceptable method of payment, as established by our credit and fraud avoidance department. We may require additional verifications or information before accepting any order. Ninedeep.com is a reseller to end users and does not accept orders from resellers, exporters, wholesalers, any businesses of any kind or other customers who intend to resell.
9. No Responsibility To Sell Mispriced Products Or Services. Ninedeep.com shall have the right to refuse or cancel any orders placed for products and/or services listed at an incorrect price, rebate or refund, or containing any other incorrect information or typographical errors. Ninedeep.com shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Ninedeep.com shall immediately issue a credit to your credit card account in the amount of the charge.
10. Modifications to Prices or Billing Terms. NINEDEEP.COM RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR PRODUCTS OR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY E-MAIL DELIVERY TO YOU.
11. Price Comparisons, "List Price" and "You Save". Price comparisons may be made throughout the site to indicate the relative savings amounts of our pricing. "LIST PRICE" is the suggested retail price provided to us by our suppliers. We make no representation that a substantial number of these products have been sold or offered for sale at the list price. Actual retail prices in your area may be substantially different. Because we sell our merchandise over the internet on a national basis, it is not possible to know if our merchandise is sold at list price in any particular location or at any particular time. "YOU SAVE" reflects the difference between our price and the supplier provided list price shown on our sites. Because the list price may be different than the actual retail prices in your area, you may not actually realize a savings of this amount and may want to make an exact comparison for yourself by checking the prices of other internet or local retailers prior to making a purchase.
12. Service and Support for Goods Sold. All requests for technical service and support should be made directly to the manufacturer in accordance with their terms and conditions.
13. Indemnification. You agree to indemnify and hold harmless Ninedeep.com and its parents, sister companies, subsidiaries, affiliates, service providers, other End Users, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or related to your violation of this Terms of Use, or your violation of any law, regulation or third-party right.
14. Disclaimer of Warranties. THE SITE, PRODUCTS, SERVICES, CONTENT, DIGITAL DOWNLOADS, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED "AS IS." ALL OF NINEDEEP.COM'S PHYSICAL PRODUCTS ARE GUARANTEED AGAINST MATERIAL DEFECTS FOR THIRTY (30) DAYS FROM THE DATE OF INVOICE. EXCEPT AS EXPRESSLY STATED HEREIN, NINEDEEP.COM EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE NINEDEEP.COM SITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.
15. LIMITATION OF LIABILITY. THE ENTIRE RISK ARISING OUT OF THE USE OF THE SITE, THE USE OF ANY PRODUCTS AND/OR SERVICES OFFERED ON OR IN CONNECTION WITH THE SITE, AND/OR THE USE OF ANY CONTENT AND/OR DIGITAL DOWNLOADS REMAINS WITH YOU. IN NO EVENT SHALL NINEDEEP.COM OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS TERMS OF USE OR THE USE OF OR INABILITY TO USE ANY PRODUCTS, SERVICES, CONTENT AND/OR DIGITAL DOWNLOADS, WITH THE DELAY OR INABILITY TO USE THE NINEDEEP.COM SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE NINEDEEP.COM SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF NINEDEEP.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS TERMS OF USE OR POSTED ON THE SITE, THE MAXIMUM LIABILITY THAT NINEDEEP.COM SHALL HAVE IS LIMITED TO ANY AMOUNTS ACTUALLY PAID TO NINEDEEP.COM BY END USER. ORDER INFORMATION SUCH AS BILLING OR SHIPPING ADDRESS THAT IS INACCURATE OR INCOMPLETE MAY RESULT IN DELAYS THAT SHALL NOT BE THE RESPONSIBILITY OF NINEDEEP.COM. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS TERMS OF USE) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
16. Policy to Terminate Privileges for Copyright Infringement. Pursuant to 17 U.S.C. § 512 as amended by Title II of the Digital Millennium Copyright Act (the "Act"), Ninedeep.com Inc. will terminate the account of any customer, or vendor who uses his or her privileges to unlawfully transmit copyrighted material without a license, valid defense or fair use privilege to do so. After proper notification by the copyright holder or its agent to the Ninedeep.com and later confirmation through court order or an admission by the customer that an account has been an instrument of unlawful infringement, Ninedeep.com will terminate the infringing customer's account. Ninedeep.com may also in its sole discretion decide to terminate a customer's account privileges prior to that time if it has good belief that infringement has in fact occurred. In addition, pursuant to 17 U.S.C. § 512(c), Ninedeep.com has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. Ninedeep.com respects the intellectual property of others and we ask other to do the same. If you believe that your copyright has been infringed through the Ninedeep.com.com website, please contact "Legal Department", via facsimile at (949) 389-2800, or mail at:
Attn: Legal Department, Ninedeep.com Inc., 359 N. Fairfax, Los Angeles CA 90036
Any written notice describing the infringing activity must include the following information:
0. An electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive that is allegedly infringed;
0. A description of the allegedly infringing work or material;
0. A description of where the allegedly infringing material is located on the site;
0. Information reasonably sufficient to allow us to contact you, such as your address, telephone number and e-mail address;
0. A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright or other proprietary right owner, its agent, or the law; and
0. A statement by you that the above information and notification is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner whose exclusive right is allegedly infringed.
17. Additional Terms. The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific services offered on the Site:
Marketplace Buyer Agreement
This Marketplace Buyer Agreement governs any purchases you make through the Ninedeep.com Marketplace. PLEASE READ THIS MARKETPLACE BUYER AGREEMENT CAREFULLY.
Agreement to Ninedeep.com's Terms of Use and Privacy Policy. The terms of this Marketplace Buyer Agreement are in addition to and supplement Ninedeep.com's Terms of Use and Privacy Policy that you agreed to upon creating your "My Account". By clicking below to enter this Marketplace Buyer Agreement, you also reaffirm your agreement to abide by Ninedeep.com's Terms of Use and Privacy Policy.
Making Marketplace Purchases. Ninedeep.com provides the Marketplace as a location for buyers to locate and purchase new and used products from sellers that are independent of Ninedeep.com. When you make a purchase through the Marketplace, you are purchasing the product from the independent seller and not from Ninedeep.com. You agree that Ninedeep.com is not an agent for you or for the seller and has no authority to act on your or on a seller's behalf. Ninedeep.com reserves the right to change any of the terms and conditions contained in this Marketplace Buyer Agreement or any policies or rules governing the Marketplace at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Marketplace Buyer Agreement or such policies and rules on the Ninedeep.com site. Material changes to the Marketplace Buyer Agreement shall be accompanied with a 30 day notice on the Marketplace area of the Site, and you are solely responsible for reviewing any such notice and the corresponding changes to the Marketplace Buyer Agreement. YOUR CONTINUED USE OF THE MARKETPLACE FOLLOWING ANY SUCH REVISIONS TO THE MARKETPLACE BUYER AGREEMENT OR SUCH POICIES AND RULES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY SUCH CHANGES, DO NOT CONTINUE TO USE THE MARKETPLACE AND ASSOCIATED SERVICES.
Shipment. Shipment of the products you purchase in the Marketplace are made by the seller and not Ninedeep.com. You agree that Ninedeep.com has no obligation to ship to you any product you purchase in the Marketplace. You agree that Ninedeep.com may provide to the seller your shipping address for shipment of the products you purchase. You agree to pay the shipping charges in full for any product that you purchase.
Privacy. YOU ACKNOWLEDGE, CONSENT AND AGREE THAT NINEDEEP.COM SHALL PROVIDE SELLERS WITH INFORMATION THAT IS REASONABLY NECESSARY FOR SELLERS TO SHIP THE PRODUCTS TO YOU AND TO COMMUNICATE WITH YOU REGARDING SUCH SHIPMENT AND ANY ISSUES THAT MAY ARISE IN CONNECTION WITH YOUR PURCHASE. THIS INFORMATION INCLUDES, BUT IS NOT LIMITED TO, YOUR "SHIP TO" INFORMATION AND YOUR EMAIL ADDRESS. YOU HEREBY AGREE THAT NINEDEEP.COM SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY WITH RESPECT TO THE DISCLOSURE OF SUCH INFORMATION TO, OR ANY COLLECTION, USE OR DISCLOSURE OF SUCH INFORMATION BY, ANY SELLER. You may receive access to certain information concerning other Marketplace users when you use the Marketplace. You hereby represent, warrant and agree (a) not to use any information regarding other Marketplace users which is accessible from the Marketplace or that may be disclosed to you by Ninedeep.com, except to enter and complete transactions, and (b) not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other conduct Ninedeep.com deems unacceptable or objectionable.
Payment. When you make a purchase through the Marketplace, you pay the seller through your Ninedeep.com My Account using a valid credit card issued to you or by using credit in your My Account obtained through a gift certificate. Your credit card will be authorized for the entire order amount immediately upon your placement of the order, and will be charged immediately upon Ninedeep.com's receipt of shipment confirmation by the seller. You hereby authorize Ninedeep.com to charge your credit card accounts for any amount that you may owe Ninedeep.com or the seller. In addition, Ninedeep.com may also set off any amounts that you owe to Ninedeep.com or the seller against any amounts owed to you by Ninedeep.com or the seller. IN FACILITATING YOUR PAYMENT TO THE SELLER, NINEDEEP.COM DOES NOT PROVIDE YOUR CREDIT CARD INFORMATION TO THE SELLER.
Taxes. You agree that you and seller are responsible for determining the amount of sales, use or other taxes that you may owe as a result of your Marketplace purchase. You are responsible to collect, report and remit any sales, use or other taxes required under applicable law. You agree (a) that Ninedeep.com has no responsibility to collect, report or remit sales, use or any other applicable taxes in connection with your purchase, and (b) to fully indemnify, defend and hold Ninedeep.com and each seller harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with foregoing.
Changing or Cancelling Marketplace Orders. Once you have placed an order for a product in the Marketplace, seller will be handling all aspects of the order process. Ninedeep.com will not change or cancel any order made by you, including any change to shipping or billing information. You will need to contact the seller for any changes or cancellations that you wish to make to your order. The seller's contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order.
Marketplace Customer Service. Other than to verify that payment to the seller through your My Account was completed, Ninedeep.com does not provide any customer support for any purchase you make through the marketplace, and you agree that Ninedeep.com is not responsible to provide any such support. If you have any questions about the product you purchased or your shipment you must contact the seller of your product directly for any customer support that you need. The seller's contact information can be found in your order detail located in your "My Account" or in the email we sent to you confirming your order.
Marketplace Returns. You may not make any returns to Ninedeep.com of products you purchase in the Marketplace. You must contact the seller for any product returns that you wish to make. The seller's contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order.
Marketplace Feedback. You agree that feedback you provide concerning Marketplace sellers will be truthful and accurate. You agree that you will not use profanity, vulgar expressions, or any obscenity in your feedback comments. You agree that you will not provide any feedback that could be considered defamatory or that violates the privacy, intellectual property, or other rights of any third party. You agree that Ninedeep.com may publicly post your feedback without any payment or other obligation to you. You agree that Ninedeep.com may edit your feedback in any way that Ninedeep.com sees fit and that Ninedeep.com may remove your feedback at any time. Once you have submitted feedback, it may not be altered by you.
Use of Marketplace. You hereby represent and warrant that your use of the Marketplace will comply with applicable laws, ordinances and regulations. Ninedeep.com may exclude any buyer, including you, from making purchases in the Marketplace at any time and for any reason.
Dispute Resolution Steps, Marketplace Guarantee and Refunds. If you do not receive your product or you have received a product that is defective, damaged, or that does not match the description contained in the Marketplace, you must contact the seller directly to attempt to resolve the problem. The seller's contact information can be found in your order detail located in your "My Account" or in the email we sent to you confirming your order. Ninedeep.com will not mediate disputes or contact sellers on your behalf. If the seller does not respond to you or does not reasonably address the problem, you may be eligible to make a Marketplace Guarantee claim in order to obtain a refund. The Marketplace Guarantee covers the first $500 of each Marketplace purchase.
You are eligible to submit a Marketplace Guarantee claim if:
1 - You never received your item,
2 - You received a different item than the one purchased, or
3 - The item you received was materially different than the way it was listed.
YOU MAY ONLY SUBMIT A MARKETPLACE GUARANTEE CLAIM AFTER 30 DAYS HAVE PASSED FROM YOUR PURCHASE DATE. YOU MAY NOT SUBMIT A MARKETPLACE GUARANTEE CLAIM IF MORE THAN 60 DAYS HAS PASSED FROM YOUR PURCHASE DATE. YOU ARE LIMITED TO FILING ONLY ONE MARKETPLACE GUARANTEE CLAIM PER MONTH WITH A LIFETIME LIMIT OF 3 MARKETPLACE GUARANTEE CLAIMS.
NINEDEEP.COM IS NOT THE SELLER/MERCHANT OF ANY OF THE GOODS OR SERVICES ON THE MARKETPLACE. NINEDEEP.COM HAS INSTITUTED THE MARKETPLACE GUARANTEE CLAIM PROCESS TO ASSIST YOU WITH ANY CLAIMS THAT YOU MAY HAVE WITH THE SELLER. BECAUSE THE MARKETPLACE ALLOWS YOU TO MAKE THE SALE THROUGH THE NINEDEEP.COM BASKET WITHOUT YOU HAVING TO PASS YOUR CREDIT CARD TO THE SELLER, NINEDEEP.COM CHARGES YOUR CREDIT CARD FOR THE SALE. ANY DISPUTE BROUGHT BY YOU THROUGH YOUR CREDIT CARD COMPANY AFFECTS NINEDEEP.COM RATHER THAN THE SELLER. THEREFORE, YOU CANNOT SUBMIT A MARKETPLACE GUARANTEE CLAIM IF YOU HAVE INSTRUCTED YOUR CREDIT CARD COMPANY TO DISPUTE THE CHARGE. IN ADDITION, NINEDEEP.COM MAY PREVENT FURTHER PURCHASES BY YOU THROUGH THE MARKETPLACE IF YOU HAVE INSTRUCTED YOUR CREDIT CARD COMPANY TO DISPUTE THE CHARGES MADE THROUGH THE MARETPLACE.
Claim forms are available in your "My Account" area. You agree that Ninedeep.com may research your claim, may contact the seller concerning your claim and that Ninedeep.com's decision concerning the claim is final and binding. If Ninedeep.com agrees with your claim, any applicable refund will be made to the credit card on which you made your purchase. Without limiting any of its rights or remedies, if Ninedeep.com determines that you have directly or indirectly attempted or committed fraud activity with respect to the Marketplace and/or the Marketplace Guarantee Claim process, Ninedeep.com may immediately suspend or terminate your account and charge your credit card on file to recover any damages and costs incurred in connection with such fraudulent activity. In addition, any such fraudulent activity is a criminal offense and violators will be prosecuted to the fullest extent of the law.
Indemnity. You agree to indemnify, defend and hold harmless Ninedeep.com and its parents, sister companies, subsidiaries, affiliates, service providers, sellers, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or related to your violation of any provision of this Marketplace Buyer Agreement, or your violation of any law, regulation or third-party right.
RELEASE. IN THE EVENT OF A DISPUTE OR CLAIM REGARDING ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE, OR BETWEEN YOU AND A SELLER OR OTHER THIRD PARTY RELATED TO ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE, YOU HEREBY RELEASE NINEDEEP.COM AND ITS PARENTS, SISTER COMPANIES, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, SELLERS, DISTRIBUTORS, LICENSORS, OFFICERS, DIRECTORS AND EMPLOYEES FROM ALL CLAIMS, DAMAGES OR DEMANDS OF ANY KIND, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE OR CLAIM.
YOU ACKNOWLEDGE THAT YOU MAY DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE AND THAT THIS RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS EVEN IF YOU DISCOVER NEW OR ADDITIONAL FACTS AFTER YOU EXECUTE THIS AGREEMENT. YOU EXPRESSLY WAIVE ALL RIGHTS AND BENEFITS CONFERRED UPON YOU BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH [YOU] DO NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR [RELEASEES]" WARRANTY DISCLAIMER. THE NINEDEEP.COM MARKETPLACE AND ANY RELATED PRODUCTS, SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED "AS IS." NINEDEEP.COM EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE NINEDEEP.COM MARKETPLACE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION. LIMITATION OF LIABILITY. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE NINEDEEP.COM MARKETPLACE, THE USE OF ANY PRODUCTS AND/OR SERVICES OFFERED ON OR IN CONNECTION WITH THE MARKETPLACE, AND/OR THE USE OF ANY CONTENT REMAINS WITH YOU. IN NO EVENT SHALL NINEDEEP.COM OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS MARKETPLACE BUYER AGREEMENT, YOUR USE OF THE NINEDEEP.COM MARKETPLACE OR THE USE OF OR INABILITY TO USE ANY PRODUCTS, SERVICES, AND/OR CONTENT OBTAINED THROUGH THE MARKETPLACE, ANY DELAY OR INABILITY TO USE THE NINEDEEP.COM MARKETPLACE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT OBTAINED THROUGH THE NINEDEEP.COM MARKETPLACE, OR OTHERWISE ARISING OUT OF THE USE OF THE NINEDEEP.COM MARKETPLACE OR THE NINEDEEP.COM SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF NINEDEEP.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS MARKETPLACE BUYER AGREEMENT, THE MAXIMUM LIABILITY THAT NINEDEEP.COM SHALL HAVE IS LIMITED TO ANY COMMISSIONS ACTUALY RECEIVED BY NINEDEEP.COM IN CONNECTION WITH ANY PURCHASES MADE BY YOU FROM A SELLER THROUGH THE MARKETPLACE. ORDER INFORMATION SUCH AS BILLING OR SHIPPING ADDRESS THAT IS INACCURATE OR INCOMPLETE MAY RESULT IN DELAYS THAT SHALL NOT BE THE RESPONSIBILITY OF NINEDEEP.COM. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS MARKETPLACE BUYER AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
General. No delay or failure by Ninedeep.com to take action under this Marketplace Buyer Agreement shall constitute any waiver by Ninedeep.com of any provision of this Marketplace Buyer Agreement. If any provision of this Marketplace Buyer Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of this Marketplace Buyer Agreement will continue in full force and effect. This Marketplace Buyer Agreement will bind and inure to the benefit of Ninedeep.com's successors and assigns. Any claim under this Marketplace Buyer Agreement must be brought within one (1) year after the cause of action arises. This Marketplace Buyer Agreement shall be governed by the laws of the State of California without regard to or application of any conflict of laws provisions. You agree that the sole and exclusive venue and jurisdiction for any action arising out of this Marketplace Buyer Agreement shall be the state and federal courts sitting in Orange County, in the State of California. This Marketplace Buyer Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Marketplace Buyer Agreement shall be null and void. Ninedeep.com may freely assign this Marketplace Buyer Agreement without consent or notice. This Marketplace Buyer Agreement Marketplace Buyer Agreement constitutes the complete and exclusive agreement between Ninedeep.com and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.
Marketplace Seller Agreement
This Marketplace Sellers Agreement governs your use of the Marketplace to post items for sale and governs all other related uses of the Marketplace by you. PLEASE READ THIS MARKETPLACE SELLER AGREEMENT CAREFULLY. YOU MUST AGREE TO THESE TERMS IN ORDER TO ACCESS AND USE THE MARKETPLACE. IF YOU AGREE TO THESE TERMS, PLEASE CLICK ON THE "I HAVE READ, UNDERSTAND, AND AGREE TO THIS MARKETPLACE SELLER AGREEMENT" UNDER YOUR SELLER ACCOUNT SETTINGS AND THEN PROCEED WITH YOUR USE OF THE MARKETPLACE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE MARKETPLACE.
Ninedeep.com reserves the right to change any of the terms and conditions contained in this Marketplace Seller Agreement or any policies or rules governing the Marketplace at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Marketplace Seller Agreement or such policies and rules on the Ninedeep.com site. Material changes to the Marketplace Seller Agreement shall be accompanied with a 30 day notice on the Marketplace area of the Site, and you are solely responsible for reviewing any such notice and the corresponding changes to the Marketplace Seller Agreement. YOUR CONTINUED USE OF THE MARKETPLACE FOLLOWING ANY SUCH REVISIONS TO THE MARKETPLACE SELLER AGREEMENT OR SUCH POLICIES AND RULES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY SUCH CHANGES, DO NOT CONTINUE TO USE THE MARKETPLACE AND ASSOCIATED SERVICES
Agreement to Ninedeep.com's Terms of Use and Privacy Policy. The terms of this Marketplace Seller Agreement are in addition to and supplement Ninedeep.com's Terms of Use and Privacy Policy. By clicking below to enter this Marketplace Seller Agreement, you also affirm your agreement to abide by Ninedeep.com's Terms of Use and Privacy Policy.
Seller Eligibility. You must be 18 years or older to use the Marketplace and must be able to lawfully enter into and form contracts under applicable law. You must be a U.S. citizen or legal entity formed under the laws of the U.S. Prior to making listings in the Marketplace, you must set up a seller's account with Ninedeep.com. In setting up this account, you must provide your real name, current address, phone number, email address, and valid credit card information. You authorize Ninedeep.com to verify the accuracy of your information and to perform credit or background checks as it desires. Ninedeep.com may deny or terminate a seller account to any person for any reason.
Purpose and Use of the Marketplace. Ninedeep.com provides the Marketplace solely as a location for buyers to locate and purchase new and used products from sellers like you that are independent of Ninedeep.com. When buyers make a purchase from you through the Marketplace, they are purchasing the product from you and not from Ninedeep.com. You agree that Ninedeep.com is not an agent for you or for the buyer and has no authority to act on your or on a buyer's behalf. Because Ninedeep.com is not involved in the transaction between you and buyers, Ninedeep.com has no control over the buyers who make purchases or the ability of buyers to pay for items they may purchase from you. Ninedeep.com has no responsibility to ensure that a buyer completes a transaction with you or makes final payment to you. You agree and represent and warrant that your use of the Marketplace will comply with applicable laws, ordinances and regulations. At any time, Ninedeep.com may terminate this Marketplace Seller Agreement and may halt any pending listings or sales at any time without notice to you.
Payment. When you sell an item to a buyer through a listing on the Marketplace, the buyer may authorize payment to you through the buyer's Ninedeep.com My Account. Though payment may be authorized by a buyer through a buyer's My Account, Ninedeep.com is not the purchaser of the item and any dispute with the buyer must be resolved by you directly with the buyer. When a buyer places an order with you through Marketplace, Ninedeep.com will authorize the applicable credit card for the entire order amount. After Ninedeep.com receives verifiable shipment information for a product included in such order, Ninedeep.com will charge the credit card of the buyer for the amount associated with such shipped product. Commission fees and other amounts owed to Ninedeep.com will in Ninedeep.com's sole discretion either be charged directly to Seller's credit card on file or deducted from the amounts received by buyers for the purchase of seller's goods and or services through Marketplace (such resulting amount, "Seller Payment"), and Ninedeep.com shall have no obligation to make any Seller Payment to seller with respect to any purchase made by a buyer, unless and until Ninedeep.com actually receives payment from such buyer. On the 15th and 30th of each calendar month, Ninedeep.com shall pay to you the owed Seller Payment associated with amounts received by Ninedeep.com from purchases previously made from and fulfilled by you through the Marketplace. Seller Payments shall be made to the U.S. bank account that you designate to receive payment or in such other manner selected by Ninedeep.com such as by paper check (a fee per check fee will be charged as listed on the site). Ninedeep.com may set transaction limits on any seller and will not be liable to seller for blocking or otherwise refusing to proceed with any transaction. Ninedeep.com also reserves the right to withhold the payment of funds to you or to return funds to the buyer if we are currently investigating any claim or any suspected or alleged wrongful conduct by you or any violation of this Marketplace Seller Agreement, and you agree that Ninedeep.com will not be liable to you for any such amounts. Upon any termination or suspension of your account, Ninedeep.com may hold all Seller Payments for 90 days to allow for Marketplace Guarantee Claims and for the settlement of all amounts owed to Ninedeep.com.
Information and Content Provided by Sellers. You agree and warrant that any product description you provide in the Marketplace and any other information and/or content you provide to buyers or to Ninedeep.com at any time ("Seller Content"): (a) will be truthful, accurate and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any law, statute, ordinance or regulation; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and, (e) will not create liability for Ninedeep.com. You agree that any all Seller Content may be publicly displayed by Ninedeep.com as Ninedeep.com sees fit and at no charge to Ninedeep.com. You automatically grant, as well as represent and warrant that you have the right to grant to Ninedeep.com (which includes, without limitation, all of Ninedeep.com's affiliated companies), an irrevocable, perpetual, sublicensable, transferable, non-exclusive, royalty-free and fully paid-up, worldwide right and license to use, copy, transmit, perform, display, modify and create derivative works, incorporate and imbed into other works, and distribute such Seller Content throughout the Site and all of the Ninedeep.com properties and web sites (including, without limitation, those properties and web sites of Ninedeep.com's affiliated companies) in any medium or form now existing or later created.
Products You Sell Through the Marketplace. You hereby represent and warrant that you will not list, offer or sell products that: (a) are stolen or counterfeit; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) you do not have full right and authority to sell; (d) contain any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) violate any law, statute, ordinance or regulation (such as those governing export control or consumer protection); (f) contain any material that is obscene, pornographic or that contains child pornography; and/or (g) create liability for Ninedeep.com. All listings will comply with the Marketplace Seller's Guidelines which are deemed incorporated into this Marketplace Seller's Agreement. You agree to sell the product to the buyer for the listed purchase price you set according to the Seller's Guidelines. By posting a product in the Marketplace, you agree to complete the transaction as contemplated by this Marketplace Seller's Agreement.
Shipment. Ninedeep.com will notify you of order placement via your seller interface on the Marketplace and/or via email. You agree to ship items ordered by buyers within 48 hours following such notification of the order. You shall provide notice of shipment to Ninedeep.com through your seller interface on the Marketplace, and you hereby represent and warrant that you will only provide notification of shipment following your actual shipment of the product. If Ninedeep.com does not receive such shipment notification within the 48 hour shipment window, Ninedeep.com may cancel such order, and Ninedeep.com shall have no liability to you with respect to such cancellation, including without limitation, for any shipment made in reliance on the order or notification of such order. You agree that Ninedeep.com has no obligation to ship any product you sell to a buyer through your use of the Marketplace. You agree to pay the shipping charges in full for any product that you ship in connection with an order made by a buyer. You agree that legal ownership and all risk of loss of your items remains with you until the buyer physically receives the items from you. You agree that you will ship only the product purchased by the buyer and will not include any additional products, materials or information not purchased by the buyer. You agree to ship in accordance with the then-current Seller's Guidelines, and agree that Ninedeep.com is obligated to pay to you standard shipping rates in accordance with the then-current Seller's Guidelines solely for products that are actually shipped, delivered and accepted by the buyer.
Taxes. You agree that you are solely responsible for determining the amount of sales, use or other taxes that you may owe as a result of your sale, and are solely responsible to collect, report and remit any such sales, use or other taxes required under applicable law. You hereby represent and warrant that you will (a) identify all states in which you have an obligation to collect and remit sales and/or use tax during registration, (b) keep such information updated at all times, and (c) will remit all such taxes collected and provided to you by Ninedeep.com. Upon the request of Ninedeep.com, you hereby agree to immediately provide verifiable proof acceptable to Ninedeep.com of your remittance of all sales/use tax collected through the Marketplace; and if you are unable to provide such proof to the satisfaction of Ninedeep.com, Ninedeep.com may withhold and retain all such amounts and/or terminate your Marketplace account. You acknowledge and agree that Ninedeep.com has no responsibility to collect, report or remit sales, use or any other applicable taxes in connection with your sale. Without limiting the generality of the foregoing, Ninedeep.com will automatically charge sales tax with respect to any products shipped to California, and all such amounts shall be remitted by Ninedeep.com from amounts received by Ninedeep.com from buyers. You hereby agree to fully indemnify, defend and hold Ninedeep.com (and its affiliated entities) harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of sales or use tax in any way associated with any sale made by you through the Marketplace, your nexus contacts within any state, and/or any claim alleging that Ninedeep.com or any of its affiliated entities is a seller, merchant or reseller. Ninedeep.com may immediately charge your credit card on file and/or set-off any and all of its costs and/or expenses that are incurred in connection with the foregoing against any amounts owing to you (including, without limitation, any Seller Payments).
Fees. You agree to pay Ninedeep.com the commissions and other fees and charges set forth in this Marketplace Seller Agreement and/or the Seller's Guidelines. These fees and charges may change from time to time without notice to you. All fees and charges are payable upon demand by Ninedeep.com. You agree that Ninedeep.com is authorized to charge any credit card connected to your My Account for these fees and charges. You also agree that Ninedeep.com may deduct such fees and charges from amounts payable to you by buyers. Without limiting any of its rights or remedies available at law or equity, Ninedeep.com may suspend or terminate your marketplace account if any such amounts are overdue, and all such overdue amounts shall be subject to a late charge equal to 1.5% per month, which interest will be immediately due and payable from the due date for payment until the date of actual receipt of the amount in cleared funds by Ninedeep.com.
Marketplace Customer Service. Other than to verify that payment to you by a buyer through their Ninedeep.com My Account was completed, Ninedeep.com does not provide any customer support for transactions made through the marketplace and you agree that Ninedeep.com is not responsible to provide any such support.
Privacy. YOU ACKNOWLEDGE, CONSENT AND AGREE THAT NINEDEEP.COM (A) SHALL PROVIDE BUYERS WITH INFORMATION THAT IS REASONABLY NECESSARY FOR BUYERS TO COMMUNICATE WITH YOU REGARDING THE PURCHASE AND SHIPMENT OF GOODS AND SERVICES PURCHASED FROM YOU AND ANY ISSUES THAT MAY ARISE IN CONNECTION WITH THEIR PURCHASE (INCLUDING, WITHOUT LIMITATION, THE SELLER INFORMATION PROVIDED DURING MARKETPLACE REGISTRATION AND YOUR EMAIL ADDRESS) AND (B) MAY POST FEEDBACK ABOUT YOU THROUGH THE MARKETPLACE, INCLUDING WITHOUT LIMITATION, YOUR SELLER DETAILS, RATINGS, BUYER FEEDBACK AND EMAIL ADDRESS. YOU HEREBY AGREE THAT NINEDEEP.COM SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY WITH RESPECT TO THE DISCLOSURE OF SUCH INFORMATION TO, OR ANY COLLECTION, USE OR DISCLOSURE OF SUCH INFORMATION BY, ANY BUYER. You may receive access to certain information concerning other Marketplace users when you use the Marketplace. You hereby represent, warrant and agree (a) not to use any information regarding other Marketplace users which is accessible from the Marketplace or that may be disclosed to you by Ninedeep.com, except to enter and complete transactions, and (b) not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other conduct Ninedeep.com deems unacceptable or objectionable.
Dispute Resolution Steps and Refunds. Ninedeep.com will provide your email address and other contact information to buyers who purchase your product through the Marketplace. You agree to respond promptly to inquiries by buyers. You will provide an immediate order cancellation notice to Ninedeep.com if you are unable to ship the product immediately upon order placement. You agree that you will provide a prompt refund to a buyer if the buyer did not received the product you shipped, if the product is damaged during shipment, if the product does not match the description as listed, or if the buyer receives a product other than the one they ordered. You agree that any such refund will be made at the latest within 10 business days of the buyer's request. Refunds may be made by using the "Refund" button in your seller account. Ninedeep.com will not mediate disputes or contact buyers on your behalf. If the buyer submits a claim to Ninedeep.com concerning a product or an order from you, Ninedeep.com may research the claim and may contact you concerning the claim. You agree to respond promptly to any inquiry by Ninedeep.com. Ninedeep.com's decision concerning the claim is final and binding and you agree to abide by such decisions. In the event Ninedeep.com provides any amount to a buyer in connection with a buyer's claim, or the buyer seeks a chargeback with the buyer's credit card company, you agree to promptly reimburse Ninedeep.com for the amount of the transaction and any associated fees and charges. Ninedeep.com may immediately offset any such amount from any other amount to be paid to you in accordance with this Marketplace Seller Agreement, may charge your credit card on file, and/or may collect such funds in any other lawful manner. Without limiting any of its rights to remedies, if Ninedeep.com determines that you have directly or indirectly attempted or committed fraud activity with respect to the Marketplace and/or the Marketplace Guarantee Claim process, Ninedeep.com may immediately suspend or terminate your account, withhold your Seller Payments, and/or offset any such amount from any other amount to be paid to you in accordance with this Marketplace Seller Agreement, charge your credit card on file, and/or collect such funds in any other lawful manner to recover any damages and costs incurred by Ninedeep.com in connection with such fraudulent activity. In addition, any such fraudulent activity is a criminal offense and violators will be prosecuted to the fullest extent of the law.
Indemnity. You agree to indemnify, defend and hold harmless Ninedeep.com and its parents, sister companies, subsidiaries, affiliates, service providers, sellers, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or related to any claim, demand or action, which if true, would constitute a breach or violation of any provision of this Marketplace Seller Agreement or Ninedeep.com's Terms of Use, or of any law, regulation or third-party right. Ninedeep.com may immediately set-off any and all of its costs and/or expenses that are incurred in connection with the foregoing against any amounts owing to seller (including, without limitation, any Seller Payments).
RELEASE. IN THE EVENT OF A DISPUTE OR CLAIM REGARDING ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE, OR BETWEEN YOU AND A BUYER OR OTHER THIRD PARTY RELATED TO ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE, YOU HEREBY RELEASE NINEDEEP.COM AND ITS PARENTS, SISTER COMPANIES, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, SELLERS, DISTRIBUTORS, LICENSORS, OFFICERS, DIRECTORS AND EMPLOYEES FROM ALL CLAIMS, DAMAGES OR DEMANDS OF ANY KIND, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE OR CLAIM.
YOU ACKNOWLEDGE THAT YOU MAY DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE AND THAT THIS RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS EVEN IF YOU DISCOVER NEW OR ADDITIONAL FACTS AFTER YOU EXECUTE THIS AGREEMENT. YOU EXPRESSLY WAIVE ALL RIGHTS AND BENEFITS CONFERRED UPON YOU BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH [YOU] DO NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR [RELEASEES]"
WARRANTY DISCLAIMER. YOU AGREE THAT YOU USE THE NINEDEEP.COM MARKETPLACE AT YOUR OWN RISK. THE NINEDEEP.COM MARKETPLACE AND ANY RELATED PRODUCTS, SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED "AS IS." NINEDEEP.COM EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE NINEDEEP.COM MARKETPLACE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.
LIMITATION OF LIABILITY. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE NINEDEEP.COM MARKETPLACE, THE USE OF ANY SERVICES OFFERED IN CONNECTION WITH THE MARKETPLACE, AND/OR THE USE OF ANY CONTENT REMAINS WITH YOU. IN NO EVENT SHALL NINEDEEP.COM OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS MARKETPLACE SELLER AGREEMENT, YOUR USE OF THE NINEDEEP.COM MARKETPLACE OR ITS SERVICES, ANY INFORMATION OBTAINED THROUGH THE MARKETPLACE, ANY DELAY OR INABILITY TO USE THE NINEDEEP.COM MARKETPLACE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES TO YOU IN CONNECTION WITH THE MARKETPLACE, OR OTHERWISE ARISING OUT OF THE USE OF THE NINEDEEP.COM MARKETPLACE OR THE NINEDEEP.COM SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF NINEDEEP.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS MARKETPLACE SELLER AGREEMENT, THE MAXIMUM LIABILITY THAT NINEDEEP.COM SHALL HAVE IS LIMITED TO THE ACTUAL VALUE OF ANY COMMISSIONS ACTUALY RECEIVED BY NINEDEEP.COM IN CONNECTION WITH ANY SALES MADE BY YOU THROUGH THE MARKETPLACE. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS MARKETPLACE SELLER AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
General. No delay or failure by Ninedeep.com to take action under this Marketplace Seller Agreement shall constitute any waiver by Ninedeep.com of any provision of this Marketplace Seller Agreement. If any provision of this Marketplace Seller Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceab |
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