Last revised: November 1, 2022
Welcome to buyist.com and buyist.app (the “Site”), operated by Buyist LLC (“Buyist”) out of its offices in the United States. Buyist offers the Site, products and services as part of an eCommerce platform allows you (“Customer” and “you”) to build an online storefront and sell products and services to your customers (collectively, the “Services”). The following terms and condition (“Terms of Service”) govern your use of the Services.
PLEASE READ THESE TERMS SERVICE BEFORE USING THE SERVICES. THESE TERMS OF SERVICE ARE A LEGAL AGREEMENT BETWEEN YOU AND BUYIST, AND GOVERN YOUR USE OF THE SERVICES. BY CLICKING “I AGREE”, ACCESSING, REGISTERING FOR, OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. CLICKING “I AGREE”, AND YOUR ACCESS TO, REGISTRATION FOR, OR USE OF THE SERVICES CONSTITUTES AN ACKNOWLEDGEMENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS SERVICE. IF YOU DO NOT UNDERSTAND OR AGREE TO THESE TERMS OF SERVICE, DO NOT CLICK “I AGREE”, OR ACCESS, REGISTER FOR, OR USE THE SERVICES.
1. INTEGRATED TERMS. Other Buyist policies, terms and agreements are an integral part of, and are hereby incorporated by reference into, these Terms of Service (collectively, the “Integrated Terms”). By agreeing to be bound by these Terms of Service, you also agree to be bound to the Integrated Terms, which include without limitation: (a) Buyist’s Privacy Policy (accessible here); and (b) Buyist’s API Terms of Use (accessible here).
2. MODIFICATIONS OF TERMS OF SERVICE. Buyist reserves the right to update or modify these Terms of Service (including without limitation any Integrated Terms) at any time and without notice to you (each, “Updated Terms”). All Updated Terms will be effective upon being posted online. You will also be asked to agree to Updated Terms by clicking “I Agree” upon your first access to the Services following Buyist posting Updated Terms. If you do not agree to any Updated Terms, do not click “I Agree” and stop using the Services. Clicking “I Agree” and your continued use of the Services after Buyist has posted Updated Terms signifies to us that you acknowledge and agree to be bound by the Updated Terms.
3. AVAILABILITY OF, AND MODIFICATIONS TO, THE SERVICES. Not all of the Services will be available to all users at all times, and Buyist is under no obligation to make all Services available in all jurisdictions. Buyist reserves the right to modify the Services or any part thereof for any reason, without notice and at any time. Although Buyist is under no obligation to do so, Buyist may, upon your request and in its sole discretion, make modifications to the Services or your Online Store (as that term is defined below) (a “Requested Change”). Should Buyist make any such Requested Change, it is your sole responsibility to test the Requested Change, ensure that the Requested Change is satisfactory, and to immediately notify Buyist of any unsatisfactory changes, including without limitation any issues with shopping cart functionality, exports to fulfillment, and transactions with payment processors. You acknowledge and agree that Buyist will not be liable for any damages of any sort resulting from any Requested Change.
4. COMPLIANCE AND DISCLOSURE. You acknowledge and agree that Buyist may keep records of activities and content in connection with your use of the Service, and Buyist may also disclose those records, activities and content if required to do so by the law, or in the good faith belief that doing so is reasonable and necessary to: (a) comply with the law or legal process; (b) enforce the Terms of Service; (c) respond to claims that your activities in connection with the Services violate the rights of third parties; or (d) to protect the rights, property, or personal safety of Buyist, other users of the Services, or the public.
5. THIRD PARTY SERVICES. The Services may contain, provide you with access to, or enable third party content, websites, software, applications, products or other services that are not owned or controlled by Buyist (collectively, “Third Party Services”). These Third Party Services are made available as a convenience to you, and your access, use, or purchase of any Third Party Services is solely between you and the provider of the applicable Third Party Service. In addition to these Terms of Service, you also agree to be bound by the additional terms applicable to Third Party Services. Any use by you of Third Party Services is at your own risk and discretion, and it is your responsibility to read the terms, policies, instructions and other documentation applicable to such Third Party Services before using them. You acknowledge and agree that Buyist cannot control, provides no warranties or representations with respect to, and will not be held responsible for, Third Party Services. The availability of Third Party Services on the Services, or the integration or enabling of such Third Party Services with the Services, does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Buyist. Buyist does not guarantee the availability of Third Party Services, and Buyist may disable access to any Third Party Services at any time, in its sole discretion, and without notice to you. You release Buyist from any and all liability arising from your use of any Third Party Services, and under no circumstances will Buyist be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services, even if Buyist has been advised of the possibility of such damages. If you install or enable a Third Party Service for use with the Services, you grant Buyist permission to allow the applicable Third Party Provider to access your User Data and other information and to take all other actions necessary for interoperation of the Third Party Service with the Services. You acknowledge and agree that Buyist is not responsible for any disclosure, modification or deletion of your User Data and other information, or for any losses or damages you may suffer, as a result thereof.
6. THIRD PARTY INTEGRATION. In delivering the Services to you, Buyist may in its sole discretion take steps to configure the Services for, and/or integrate the Services with, Third Party Services (“Integration”). All Integration will be based on and governed by the documentation, technical literature and other information provided by the provider of the Third Party Service in question (“Third Party Documentation”). Although Buyist will use best efforts to achieve Integration based on Third Party Documentation, Buyist makes no representations or warranties regarding, and shall not be responsible for: (a) the operability, functionality, availability, or suitability of any Integration, Third Party Service, or transfer of data via any such Integration or Third Party Service; (b) the integrity or accuracy of data transmitted, transferred, stored, obtained or received via any Integration or Third Party Service; or (c) any error(s) made by Buyist or any other party as part of any Integration. Buyist is not obligated to: (1) monitor, maintain or support any Integration or Third Party Service; or (2) provide you with updates, fixes, or services related thereto. In the event that a provider of a Third Party Service requests payment or other compensation to accomplish Integration, Buyist shall not be responsible for any such payment or compensation. You agree that Buyist will not be liable for any loss or damage that you or any third party may incur as a result of any Integration or use of any Third Party Service, and you assume all risk of loss or damage arising from all Integrations and use of any Third Party Service, including without limitation: (i) damage to your computer system or software; (ii) the corruption or loss of data; (iii) financial loss; and (iv) compliance with all applicable laws and regulations (including, without limitation, laws and regulations related to privacy and data protection). No Integration constitutes or implies an endorsement, authorization, sponsorship, or affiliation by or with Buyist. Buyist may, in its sole discretion, add or remove an Integration at any time.
7. PAYMENT PROCESSING SERVICES. In delivering the Services to you, Buyist may in its sole discretion offer Integration with one or more Third Party Services that will facilitate payments for products or services sold on or via your Online Store (as that term is defined below) (each, a “Third Party Payment Processor”). All such Integrations are subject to the terms of the preceding Sections 5 and 6 of these Terms of Service, but any payment processed by a Third Party Payment Processor is controlled by and subject to the terms of use and privacy policies of that Third Party Payment Processor, and is not controlled by Buyist. FOR AVOIDANCE OF DOUBT, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS YOUR RESPONSIBILITY TO MONITOR AND CONFIRM THAT ANY THIRD PARTY PAYMENT PROCESSOR IS PROPERLY AND TIMELY INVOICING, ACCEPTING, AND OTHERWISE PROCESSING PAYMENTS MADE TO YOU VIA THAT THIRD PARTY PAYMENT PROCESSOR. BUYIST DOES NOT MONITOR OR CONFIRM ANY SUCH PAYMENTS, AND BUYIST WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT YOU OR ANY THIRD PARTY MAY INCUR THAT IS RELATED TO ANY SUCH PAYMENT OR THIRD PARTY PAYMENT PROCESSOR, INCLUDING WITHOUT LIMITATION ANY PAYMENT THAT IS IMPROPERLY OR UNTIMELY INVOICED, ACCEPTED OR OTHERWISE PROCESSED AS A RESULT OF ANY INTEGRATION.
8. GRANT OF LICENSE. The Services are the sole property of Buyist and are licensed, not sold. To the extent you agree to and comply with the Terms of Service, and pay all applicable Fees (as that term is defined below), Buyist grants you a worldwide, nontransferable, nonexclusive, nonsublicensable, revocable license to use the Services. You acknowledge and agree that this license, and any other rights granted in the Terms of Service, may be used for your internal business purposes only. Buyist reserves all additional rights, including without limitation all intellectual property, industrial, and proprietary rights that are not specifically granted to you in the Terms of Service.
9. LICENSE RESTRICTIONS. To the extent permitted by applicable law, you agree not to: (a) decompile, disassemble, or electronically transfer the Services to third parties; (b) modify the Services in any way; (c) reverse engineer, or permit others to reverse engineer, the Services; (d) copy the user manuals, help features, user forums and other documentation associated with the Services; (e) rent, lend, publicly perform, present, broadcast or distribute the Services; (f) make derivative works of the Services; (g) translate the Services into another computer language; (h) copy, modify, transfer, or use the Services in a way that is not permitted by the Terms of Service; (i) use the Services to send unsolicited bulk electronic mail messages; (j) use “warez,” including pirated software, ROMs, emulators, phreaking, hacking, phishing, password cracking or cheating, and IP spoofing, in connection with the Services; (k) use or launch any automated system on our network, including without limitation “robots” or “spiders”; (l) use BitTorrents or related technology through use of the Service; (m) attempt to access other accounts that do not belong to you; (n) undergo any act that interferes with the Services used by another user; (o) circumvent security measures of the Services; (p) engage in illegal activities or engage in activities harmful to the operations of Buyist, the Services, or other Buyist customers and users of the Services; (q) engage in terroristic activities using the Services; (r) use the Services to send or store infringing, obscene, libelous, or otherwise unlawful or tortious material, including without limitation material that is harmful to children or that violates any third party intellectual property or privacy rights; or (s) provide false data on or through Services, including without limitation fraudulent use of credit card numbers. Any prohibited use the Services listed in this section, or any other use of the Services that Buyist deems in its sole discretion to be unacceptable will result in immediate suspension or cancellation of your use of the Services and/or your Buyist account, without refund.
10. INTELLECTUAL PROPERTY RIGHTS.
a. Buyist Content and Marks. The trademarks, service marks, logos, copyrightable content, and other intellectual property contained in the Services (“Buyist Content and Marks”) are owned by Buyist and its licensors, and are subject to copyright, trademark and other intellectual property rights under United States and foreign laws and international conventions. You are not granted a right or license to Buyist Content and Marks.
b. Your Trademarks. You here by grant Buyist a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks, logos and trade names associated with your Online Store (“Your Trademarks”) to operate, provide, and promote the Services and to perform and exercise Buyist’s obligations and rights under these Terms of Service. This license survives termination of the Terms of Service to the extent that Buyist requires the license to perform and exercise any obligations and rights that arose during the Term (as that term is defined below).
11. USER ACCOUNT AND DATA.
a. User Account. To access and use the Services, you must sign up for an account with Buyist (“User Account”). Only the person who signs up for the User Account will be the contracting party for purposes of these Terms of Service, and will be authorized to use the User Account in connection with the Services (the “Owner”). If the person who signs up for the User Account is doing so on behalf of that person’s employer, that person must have the authority to bind its employer to these Terms of Service, and the employer will be the Owner. The Owner is permitted to allow others in its control to access and use the Services in connection with the Owner’s User Account, but in doing so acknowledges and agrees that it: (a) is responsible for ensuring that its employees and other agents comply with these Terms of Service; and (b) is liable for any breach of these Terms of Service by the Owner’s employees and other agents.
b. User Account Sign Up. To sign up for a User Account, you must be at least: (a) eighteen (18) years of age; and (b) the age of majority in the jurisdiction where you reside and from which you use the Services. If you do not meet that age requirement, do not use the Services or sign up for a User Account. When you sign up for a User Account, you are required to provide Buyist with true, accurate, current and complete information about yourself in all required fields of the Buyist registration form. If your information changes, you agree to update your account to reflect these changes. If Buyist determines in its sole discretion that your account information is not complete, current, or accurate, or that your account violates the Terms of Service, Buyist may in its sole discretion suspend or terminate your account.
c. User Email Address. In signing for a User Account, you will be required to provide an email address (“User Email”). Buyist will use that User Email as the primary means of communicating with you. You agree to monitor the User Email, and use the User Email to communicate with Buyist.
d. Online Stores. You may use the Services to create an online store to sell products and services to your customers (an “Online Store”). Each Online Store can be associated with only one User Account, but each User Account may have more than one Online Stores.
e. User Data. Buyist does not own any data, information, or material that you upload or otherwise transmit to the Services (“User Data”). You, not Buyist, are fully responsible for the quality, integrity, legality, accuracy, intellectual property ownership, reliability, appropriateness, or the right to use all of the User Data. You acknowledge and agree that Buyist will not be held responsible for the deletion, correction, destruction, damage, loss or failure to store any User Data. Subject to the Buyist Privacy Policy, any User Data you upload or otherwise transmit to the Services or to Buyist, whether by email or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights to the User Data, you grant Buyist a non-exclusive, transferrable, sublicensable, royalty-free, perpetual, and worldwide right to host, use, copy, distribute, expose, run, store, publicly perform, communicate to the public, broadcast, reproduce, make available, display, publish, translate, adapt, modify, create derivative works of, and otherwise use the User Data for any purpose whatsoever, regardless of the form or medium in which it is used. Buyist may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the User Data to grant this license. You irrevocably waive any and all moral rights you may have in the User Data in favor of Buyist and agree that this waiver may be invoked by anyone who obtains rights in the User Data through Buyist, including anyone to whom Buyist may transfer or grant (including by way of license or sublicense) any rights in the User Data. You acknowledge and agree that Buyist can, at any time, review and delete any or all of the User Data submitted or uploaded to the Services, although Buyist is not obligated to do so.
12. DMCA. Buyist respects the intellectual property rights of others, and we ask you to do the same. If Buyist is notified of alleged infringing User Data through Buyist’s Designated Agent, a decision may be made to remove access or disable access to such User Data, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”). Buyist may also make a good faith attempt to contact the person who submitted the affected material so that they may make a counter-notification.
If you believe that your or someone else’s copyright has been infringed by User Data or other materials provided on the Services, you (or the owner or rights holder, collectively, “Rights Holder”) should send notification to Buyist’s Designated Agent immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine its rights and legal obligations under the DMCA and any other applicable laws. Nothing in the Terms of Service, the Site, or anywhere else in the Services is intended as a substitute for qualified legal advice. To file a notice of infringing material, Buyist asks that the Rights Holder provide the following information: (a) reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works (this should include, title(s), author(s), any U.S. Copyright Registration number(s), URL(s), etc.); (b) reasonably sufficient details to enable Buyist to identify and locate the material that is allegedly infringing the Rights Holders’ work(s) (for example, file name or URL of the page(s) that contain(s) the material); (c) the Rights Holder’s contact information so that Buyist can contact them (including for example, the Rights Holder’s address, telephone number, and email address); (d) a statement that the Rights Holder has a good faith belief that the use of the identified material is not authorized by the copyright owner, its agent, or the law; (e) a statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and (f) the Rights Holder’s electronic signature.
Notice may be sent to:
By Mail:
DMCA Notice
Buyist LLC
PO Box 616
North Reading, MA 01864
By e-mail:
Counter-Notification If material that you have posted to the Services has been taken down, you may file a counter-notification that contains the following details: (a) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (b) a statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question; (c) your name, address and telephone number; (d) a statement that you consent to the jurisdiction of the federal district court in the Commonwealth of Massachusetts and that you will accept service of process from the person who provided notification in compliance with section 512 (c)(1)(C) of the DMCA, or an agent of such person; and (e) your physical or electronic signature.
Notice may be sent to:
By Mail:
DMCA Notice
Buyist LLC
PO Box 616
North Reading, MA 01864
By e-mail:
You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, Buyist may temporarily or permanently remove the identified materials from the Services without liability to you or any other party.
13. PAYMENTS AND FEES.
You will pay all fees applicable to your subscription for the Services (collectively, the “Fees”). Buyist calculates and bills Fees in advance on a monthly basis, unless you and Buyist agree otherwise in writing. You agree that you will pay all applicable Fees according to the billing process described below. Payment for Fees may be made via wire transfer, automated clearing house (“ACH”) transfer, check, credit card, or other payment method agreed to by you and Buyist in writing.
a. Fee Cycle and Payment of Fees. You agree to allow Buyist to charge you on a monthly basis in advance for all Fees associated with providing the Services. You also agree to allow Buyist to charge you, as needed, for additional overage costs or other charges that you may accumulate in connection with your use of the Services. If you accumulate additional Fees or other charges in connection with the Services, Buyist will charge you in the payment period directly following the month in which the additional charges were accumulated. All charges and Fees paid are non-refundable unless we specifically state otherwise in these Terms of Service, in a writing signed by you and Buyist, or as otherwise provided by applicable law.
b. Payment by Credit Card. If you choose to pay Fees by credit card, you agree: (a) to keep a valid credit card on file with Buyist to pay for incurred and reoccurring Fees (“Authorized Credit Card”); (b) Buyist will charge all applicable Fees to your Authorized Credit Card; and (c) Buyist will continue to charge the Authorized Credit Card for applicable Fees until the Services are terminated, and all outstanding Fees have been paid in full.
c. Rejected Charges. If Buyist is not able to process payment of Fees using an Authorized Credit Card or other means of payment provided by you (“Rejected Charge”), Buyist will notify you by email sent to the User Email (“Email Notification”). If payment of the outstanding Fees associated with the Rejected Charge is not made: (a) within seven (7) days of sending the Email Notification, Buyist shall disable all access to your User Account except the designated account admin; (b) within ten (10) days of sending the Email Notification, Buyist shall disable all fulfillment exports associated with the User Account, and all orders in queue for the User Account can be exported only after the outstanding Fees associated with the Rejected Charge are paid; (c) within fourteen (14) days of sending the Email Notification, Buyist shall disable your Online Store(s); (d) within twenty-one (21) days of sending the Email Notification, Buyist shall disable your User Account; and (e) within thirty (30) days of sending the Email Notification, Buyist shall permanently delete your User Account and all User Data.
d. Billing Policies. All Payments to Buyist are nonrefundable. Buyist does not give pro-rated refunds for unused time if you cancel your account in the middle of a billing cycle. Additionally, Buyist does not grant upgrade/downgrade refunds, nor does it grant refunds for months that are unused by an open account.
e. Upgrades. You agree to pay for any upgrades to the Services that you request for your user accounts. For any such upgrade, Buyist will automatically charge you with the new rate on your next billing cycle. If you upgrade in the middle of a billing cycle, a prorated amount for the upgrade may be assessed immediately.
f. Downgrades. If you decide to downgrade the Services, you may lose significant features, functionality, or storage capacity on your account. In the event that this occurs, Buyist does not accept any liability for any such loss. You are solely responsible for planning ahead and backing up your data before your account downgrade occurs. You agree and acknowledge that Buyist is not liable for your User Data, and that it has no obligation to retain your User Data, in the event of a downgrade. You also acknowledge and agree that Buyist may, in its sole discretion, permanently delete any User Data affected by a downgrade.
g. Additional Fees and Taxes. Buyist is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed to you by Buyist. Currency exchange settlements will be based on agreements between you and your credit card or other payment provider. You, and not Buyist, are responsible for paying all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by any federal, state or local governmental entity for any transactions with Buyist. If Buyist has the legal obligation to pay or collect taxes for which you are responsible, the appropriate amount will be invoiced and paid by you unless you provide Buyist with a valid tax exemption certificate authorized by the appropriate tax authority.
h. Fee Changes. Buyist reserves the right to change the prices of the Services and other Fees, including without limitation monthly subscription plan fees upon the renewal of your subscription contract. No Fee or other price changes will take place during a subscription contract. Fee and other price changes take effect upon renewal of the subscription contract. Renewals of subscription contracts will take place automatically if you continue to use the Services beyond your current or initial contract term.
i. Late Payment, Non Payment, and Suspension. All payments must be made in advance of receiving the Services. Unless otherwise provided in these Terms of Service, if Buyist does not receive payment of Fees as and when due, Buyist retains the right, without notice, to suspend or terminate the Services.
14. TERM AND TERMINATION.
a. Term. The term of these Terms of Service begins when you first access, register for, or use the Services, and continues until terminated by you or Buyist, as provided in these Terms of Service (the “Term”).
b. Termination by Buyist. Buyist may, in its sole discretion and without notice, terminate your account or use of the Services, and/or delete your User Data, for any reason and at any time. Any such termination of these Terms of Service by Buyist is without prejudice to any rights or obligations which arose prior to the date of termination by Buyist.
c. Termination by You. You may, at any time and for any reason, terminate your account with Buyist or your use of the Services. You acknowledge and agree that Buyist does not give pro-rated refunds for unused time if you request to terminate your account in the middle of a billing cycle.
d. Rights Upon Termination. Upon termination of your account or the Services by you or Buyist: (a) your right to use Services will stop immediately; (b) you will no longer be able to access your account; (c) you will not be entitled to any refunds of any Fees; (d) all outstanding balances owed to Buyist for use of the Services through the date of termination will become immediately due and payable in full; and (e) your Online Store(s) will be taken offline. You are responsible for backing up the User Data associated with your account and the Services. Once your account is terminated, you will not have any access to any User Data that you stored on the Services. For avoidance of doubt, you acknowledge and agree that Buyist does not give pro-rated refunds for unused time if Buyist suspends or terminates your account in the middle of a billing cycle.
15. YOUR REPRESENTATIONS AND WARRANTIES. By accessing, registering for, and/or using the Services, you: (a) represent and warrant that you are legally able to form a binding contract with Buyist, and you are not barred from receiving the Services under the laws of the United States or other jurisdictions; (b) agree to provide current and accurate identification, contact, credit card, and other information as part of the registration process for access to the Services; (c) agree to be solely responsible for all content on your account; (d) agree that your account, including your username and password, are personal to you and will not be used by any other user or legal entity; (d) agree to be solely responsible for maintaining the confidentiality of your account information, and for all activities that occur under your account; (e) agree to be solely responsible for backing up any and all data stored within your account; (f) agree that Buyist will not be liable for any loss or damage that arises from your failure to back up the data on your account; (g) agree to immediately notify Buyist of any unauthorized use of your account or any other breach of security; (h) agree that Buyist will not be liable for any loss or damage arising from your failure to provide Buyist with accurate information or to keep your account secure; (i) understand that all User Data is the sole responsibility of the account owner from which the User Data originated, and Buyist does not claim ownership to or responsibility for, any User Data; (j) agree to use the Services only for purposes that are legal, proper and according to the Terms of Service; and (k) agree that you will not engage in any activity that interferes with or disrupts the Services or servers or networks connected to the Services. Buyist reserves the right, but does not assume the responsibility, to monitor or review any activity on the Services, including without limitation your User Data. You agree that you are responsible for the conduct of all users of your account and any User Data that is created, transmitted, stored, or displayed by, from, or within your account while using the Services. You will be held responsible for any consequences, legal or otherwise, that arise from your use of Services.
16. YOUR RESPONSIBILITIES.
a. Acceptable Use of the Services and Your Online Store(s). In addition to, and without limiting, the license restrictions set forth in Section 9 of these Terms of Service, you acknowledge and agree: (a) you will not use the Services or your Online Store(s) for any unauthorized, deceptive, or illegal purposes; (b) you will not use the Services or your Online Store(s) to transmit spam or any other unsolicited commercial electronic messages; (c) in using the Services and operating your Online Store(s), you will comply with all applicable laws, rules and regulations, including without limitation securing and complying with all licenses and permits necessary to operate your Online Store(s); (d) you are solely responsible and liable for all products and services that you sell using the Services and/or via your Online Store(s), including without limitation product and good descriptions, pricing, fees, taxes, defects, required legal disclosures, regulatory compliance, and offers and promotional content; (e) you will not offer or sell any products or services using the Services and/or via your Online Store(s) that support or promote a terrorist organization; (f) you will not use the Services or your Online Store(s) to transmit, collect, store, or process any health information subject to any applicable health privacy regulation or law governing that use or disclosure of protecting health information (including without limitation the Health Insurance Portability and Accountability Act); (g) you will not use the Services or your Online Store(s) to send malware, viruses, host phishing pages, worms, Trojan horses, corrupted files, or other activities intended to harm or disrupt the Internet activities of others; (h) you will not use the Services or your Online Store(s) to upload, post, disclose, or otherwise transmit User Data or any other data, information that: (i) constitutes any third party’s personal or private information (including, without limitation, a third party’s personally identifiable information, sensitive personal information, or confidential information), without the prior written consent of such third party; (ii) is fraudulent, offensive, defamatory, profane, obscene, unlawful, or intended to promote illegal conduct; (iii) is intended to promote, or intended to support organizations that promote, violence or hate against third parties based on race, ethnicity, national origin, sexual orientation, religion, gender, age, disability, or other discriminatory purposes; (iv) is intended to harass or threaten a third party; (v) exploits or abuses children; or (vi) that infringes on the intellectual property rights of others.
b. Sales Made Via the Services and Your Online Store(s). As the Owner of one or more Online Stores, you acknowledge and agree: (a) any contract of sale made via the Services and/or your Online Store(s) is directly between you and the customer; (b) you are the seller of record for all products and services you sell via the Services and/or your Online Store(s); (c) your Online Store(s), your User Data, and the products and services you sell via the Services are true, accurate, and complete, and do not violate any applicable laws, regulations or rights of third parties; and (d) you are responsible for the creation and operation of your Online Store(s), your User Data, the products and services that you sell via the Services, and all aspects of the transactions between you and your customers, including without limitation authorizing the charge(s) to the customer in connection with the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws. For the avoidance of doubt: (1) Buyist will not be the seller or merchant or record and will have no responsibility for your Online Store(s) or items sold to customers via the Services; and (2) you are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Online Store(s) or your use of the Services.
c. Anti-Corruption, Export and Sanctions Compliance. You acknowledge and agree that, through use of the Services or otherwise, you: (a) have not and will not violate, or cause any party to be in violation of, any applicable anti-bribery or anti-corruption law, anti-kickback laws, anti-money laundering and anti-terrorist financing laws, sanctions, embargoes, export controls, import controls, or anti-fraud laws; (b) have not and will not with a corrupt, improper, or illegal intention directly or indirectly pay, provide, promise, offer, authorize, solicit, or accept any money, gift, hospitality, entertainment, favor, financial advantage, or other thing of value to or from any individual, organization, political party, or entity whether in the public or private sector in any country in order to obtain, retain, or direct regulatory approvals, licenses, permits, business, contracts, investments, sales, tax or duty assessments, import or export clearances, foreign exchange clearances, or other unlawful advantages; (c) are not, and will ensure that your customers are not: (i) nationals, residents, agents or representatives of Iran, Cuba, North Korea, Syria, the Crimea Region of Ukraine, or any other region subject to comprehensive U.S. sanctions; (ii) on the List of Specially Designated Nationals & Blocked Persons, the Sectoral Sanctions Identifications (SSI) List, or Foreign Sanctions Evaders List maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or any other applicable list of sanctioned, embargoed, blocked, criminal, or debarred persons maintained by any U.S. or non-U.S. government, the European Union, Interpol, the United Nations, the World Bank, or any other public international organization; or (iii) otherwise the target of any sanctions, suspensions, embargoes or debarment by the U.S. government or any other government or public international organization; and (d) shall secure all necessary export/sanctions licenses or authorizations to the extent applicable and necessary.
d. Backup. Buyist may, from time to time and at its sole discretion, back up data on its servers, but Buyist has no obligation to do so under these Terms of Service or otherwise. It is your responsibility to back up your User Data and any other data or files that reside on the Services or Buyist’s servers. You agree and acknowledge that under no circumstances will Buyist be liable to you or any third party for damages of any kind, under any legal theory, for loss of User Data or any other data or files on any Buyist server.
17. FEEDBACK. Buyist welcomes suggestions and other feedback regarding the Services (“Feedback”). By submitting Feedback to Buyist, you waive all rights in the Feedback and Buyist is free to implement and use the Feedback if and as desired, without obtaining permission or license from you or from any third party.
18. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless Buyist, its officers, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, and licensors from all losses, liabilities, claims, and expenses, including attorneys’ fees, related to or arising from: (a) your use of the Services; (b) your violation of the Terms of Service (including without limitation the Integrated Terms); (c) your violation of any law, regulation or rule, or the rights of any third party; (d) any and all aspects of any transaction between you and your customer, including without limitation refunds, fraudulent transactions, alleged or actual violation of any law, regulation or rule related to any such transaction; and (e) your use of a Third Party Service. Buyist reserve the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Buyist in asserting any available defenses.
19. LIMITATION OF LIABILITY. You agree that your exclusive remedy and Buyist’s entire liability, if any, for any claims arising out of these Terms of Service and your use of the Services shall be limited to the amount you paid Buyist for the Services during the three (3) month period before the act giving rise to the liability.
IN NO EVENT SHALL BUYIST, ITS OFFICERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT BUYIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES. FURTHER, BUYIST SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING THE SERVICES OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH A THIRD PARTY THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
20. INTERNET DELAYS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS THAT ARE ASSOCIATED WITH THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BUYIST IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM THESE PROBLEMS.
21. WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EITHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. BUYIST DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A BUYIST AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
22. NO AGENCY. You acknowledge and agree that no joint venture, partnership, employment or agency relationship is intended or created between you and Buyist by the Terms of Service.
23. NOTICE. You agree that Buyist may provide you with notices, including those regarding changes to the Terms of Service, by email, regular mail, or postings on the Services or the Site.
24. MISCELLANEOUS.
a. Entire Agreement. The Terms of Service (including all Integrated Terms) constitute the entire agreement between you and Buyist and govern your use of the Services, superseding any prior agreements between you and Buyist for the use of the Services. You also may be subject to additional terms and conditions, rules, regulations, and applicable law that may apply when you use or purchase updates to the Services. The provisions limiting Buyist’s liability will survive the expiration or termination of this Agreement.
b. Choice of Law and Forum. This Services are controlled by Buyist from its offices in the Commonwealth of Massachusetts, and the statutes and laws of the Commonwealth of Massachusetts shall control and governing the Terms of Service and the relationship between you and Buyist, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts of the Commonwealth of Massachusetts with respect to all lawsuits and other matters arising from or related to the Services or the Terms of Service.
c. Assignment. Buyist may assign or transfer (whether by merger, reorganization, consolidation, intellectual property, or otherwise) the Terms of Service or any obligation incurred under the Terms of Service. Buyist may assign the Terms of Service without your consent to a subsidiary or affiliated company that currently exists or that may be created in the future. The Terms of Service will be binding upon and inure to the benefit of the parties and their respective successors.
d. Waiver and Severability of Terms. If any provision of the Terms of Service is illegal or unenforceable, that provision is severed from the Terms of Service and the other provisions remain in force. If Buyist does not enforce any right or provision in the Terms of Service, it does not create a waiver of these rights of provisions unless they are acknowledged or agreed by Buyist in writing.
25. QUESTIONS OR ADDITIONAL INFORMATION. If you have any questions regarding Buyist, the Terms of Service, or any other matters, please email us at: support@buyist.com.