Thank you for choosing ReadySetPresent.com ("RSP") to buy or sell your products over the internet. The following binding agreement sets forth the terms and conditions controlling our relationship, and your use of ReadySetPresent.com (the "Site") to buy or sell products.
A "Buyer" is anybody who accesses the Site in an effort to acquire an item whether or not such item is listed for sale on the Site, and regardless of whether or not the attempted acquisition proves to be successful. A "Seller" is anybody who lists an item for sale on the Site, whether or not the attempted sale of such item is successful. Accordingly, it is possible that you could be both a Buyer and a Seller under this agreement if you both list goods for sale on the Site and access the Site in an effort to buy the goods of others. In such case, you will be bound to the terms of this agreement as a Buyer when you are acting as a Buyer, and as a Seller when you are acting as a Seller. Wherever this agreement refers to "you", the reference is to the entity entering into this agreement with RSP.
BINDING NATURE OF THIS AGREEMENT
This is a binding, legal agreement and your acceptance of this agreement is evidenced by, if you are a Buyer or prospective Buyer, your access to and use of the Site, or if you are a Seller, your completion of the requested information forms. If you have any questions about this agreement, or you do not accept the terms and conditions set out, then you must immediately contact RSP, via e-mail.
RSP may amend this agreement, or any schedule forming a part of this agreement (for example only, the Fee Schedule, from time to time, and at any time, by posting the amendment on the Site under the heading, Terms and Conditions. Any posted amendment shall become binding within thirty (30) days after the amendment is first posted on the Site. You are responsible for periodically reviewing the notices contained in the Terms and Conditions heading and any applicable changes listed. Your continued use of the Site shall constitute your acceptance of the agreement as amended. If you do not agree to any such amendment, you must immediately cease using the Site. If you wish to amend this agreement, no such amendment shall be binding upon RSP unless RSP specifically agrees to the amendment in a writing signed by an officer of RSP.
ELIGIBILITY/ACCESS TO THE SITE
The services provided by RSP at the Site are available only to individuals who can enter into and form legally binding agreements, as well as to legal entities (corporations, partnerships and the like) operating with all necessary authority. If you are not currently eligible for use of the Site (for example, you are a minor), or should you become ineligible at any time (an example?), RSP may refuse to provide any services to you or cease providing services to you when RSP becomes aware of your ineligibility. You further understand that your access or continued access to the Site is solely at the discretion of RSP and such access may be limited or blocked at the discretion of RSP, whether due to your breach of this agreement or for any other cause in the reasonable opinion of RSP. It is a condition to eligibility that you comply with the terms of this agreement at all times and, in the case of a Seller, truthfully complete the information requested and submit such information to RSP.
WITH RESPECT TO SELLERS
Our current fee schedule may be reviewed on our Fee Schedule. Our fee schedule is made a part of this agreement by this reference. All fees stated therein are in U.S. dollars. Any costs or fees you incur because of your use of the Site (for example, hardware or software expenses) are your sole and absolute responsibility. You should check the Fee Schedule regularly for changes. You understand that RSP shall be owed a fee (the "Service Fee") for the listing of your item on the Site, whether or not such item ultimately sells. However, it is RSP's policy that such fee is waived for any item that is listed on the Site but not sold.
Goods Posted For Sale On The Site
Once you have read this agreement and submitted the required information, you will be eligible to display your goods for sale on the Site. You understand that RSP makes the Site available for the display of goods for sale and facilitates credit card transactions. However, you are responsible for directly handling any questions or concerns expressed by the buyer of such goods. For information on posting items for sale on the Site, review the How to Sell page.
RSP reserves the right, but has no obligation, to monitor activity on the Site, including to investigate any violation or purported violation of its rules. As a result of such investigation, RSP, in its sole and absolute discretion, may take such action as it deems necessary to cause compliance with its rules and any governing law, including restricting, limiting or denying your access to the Site, causing the editing or removal of a listing or registration on the site, or issuing a written warning of a rules violation and requiring that such violation be timely corrected. The following are examples of violations that RSP, in its sole and absolute discretion, may take action upon:
- Encouraging visitors to purchase items directly from the vendor
- Referring visitors to another Web site
- Listing an email address
- Encouraging any circumvention of RSP
Furthermore, RSP reserves the right, in its sole and absolute discretion, to determine within which category of goods your good(s) shall appear on the Site. RSP further reserves the right to re-classify such placement in its sole and absolute discretion.
Representations And Warranties
You represent and warrant to RSP that:
- You own the goods posted for sale upon the Site, you are free to sell such goods, including sales on or through, or facilitated on or through a global computer network, and are legally capable of selling such goods and entering into and performing an agreement for the sale of such goods;
- Any description of the goods posted upon the Site is true and accurate, and is not misleading or otherwise fraudulent;
- The goods posted on the Site are and will be free of material defect or damage, and if they are not, you will immediately remedy the situation to the reasonable satisfaction of the buyer;
- You will immediately handle any complaint or question raised by the buyer;
- The goods posted on the Site are safe, are not illegal or dangerous, and do not infringe upon anybody's rights of any nature (for example only, trademark, copyright or patent).
- You will comply with all applicable laws, rules and ordinances.
- RSP makes no representation or warranty of any kind, whether express or implied, including, without limitation, the implied warranty of merchantability or fitness for a particular purpose. RSP disclaims all such warranties to the fullest extent permissible under applicable law.
- You accept terms of the (hyperlink: vendor guarantee) and understand that, if a product is returned by a dissatisfied buyer, you may not be reimbursed for the sale or return of this item.
You understand that because RSP cannot and does not attempt to verify the information you post upon the Site or provide to any prospective purchaser concerning your goods, or monitor your compliance with the terms of this agreement, and because RSP is not involved in the sales transaction (apart from facilitating the use of a credit card for the transaction) or the delivery of the goods purchased, RSP cannot and will not accept any liability that results from the display, offering for sale, or sale of your goods through the Site. Therefore, you agree to defend, indemnify and hold harmless RSP, its officers, directors, employees, affiliates, agents, attorneys, and any other related entity, from and against any and all demands, claims, actions, causes of action, liabilities, suits, proceedings, investigations or inquiries, or any settlement thereto, and all related expenses, including, but not limited to, all litigation expenses (including reasonable attorneys' fees and court costs) and settlement amounts, as well as all special and consequential damages and damage to RSP's goodwill and reputation that arises from or in connection with the display, sale, transfer or use of your goods displayed upon or acquired through the Site.
WITH RESPECT TO BUYERS
Representations and Warranties
You represent and warrant to RSP that:
1. You are legally capable to enter into an agreement for the purchase of goods offered for sale on the Site, and entering into and performing an agreement for the purchase of such goods;
2. You will comply with all the applicable laws, rules and ordinances under the Commonwealth of Massachusetts.
3. RSP makes no representation or warranty of any kind, whether express or implied, including, without limitation, the implied warranty of merchantability or fitness for a particular purpose. RSP disclaims all such warranties to the fullest extent permissible under applicable law.
Also see our Payments and Return Guarantee.
You understand that because RSP cannot and does not attempt to verify your ability to comply with the terms of this agreement or any statements that you may make to the seller or monitor your compliance with this agreement, and because RSP is not involved in the sales transaction (apart from facilitating the use of a credit card for the transaction), RSP cannot and will not accept any liability that results from the display, offering for sale, sale or delivery of goods through the Site. Therefore, you agree to defend, indemnify and hold harmless RSP, its officers, directors, employees, affiliates, agents, attorneys, and any other related entity, from and against any and all demands, claims, actions, causes of action, liabilities, suits, proceedings, investigations or inquiries, or any settlement thereto, and all related expenses, including, but not limited, to all litigation expenses (including reasonable attorneys' fees and court costs) and settlement amounts, as well as all special and consequential damages and damage to RSP's goodwill and reputation that arises from or in connection with the goods displayed upon or acquired through the Site.
WITH RESPECT TO BOTH BUYERS AND SELLERS
Limit of Our Liability
Because user authentication on the internet is difficult, if not impossible, you assume the risk of loss or harm resulting from the use of the Site. RSP shall bear no liability for any harm or loss that you may suffer. However, RSP shall be liable to you for RSP's gross negligence in the fulfillment of its responsibilities under this agreement. RSP's liability shall be limited to the lesser of the actual damage you suffered or the Service Fee earned by RSP for any completed transaction in which RSP's gross negligence occurred (and if no transaction was involved, then no liability).
Release of RSP
You acknowledge that the Site merely acts as the venue for sellers to list items (or, as appropriate, solicit offers to buy) and buyers to buy items. RSP is not involved in the actual transaction between buyers and sellers. RSP employs Digital River as the venue for transaction. As a result, RSP has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items. RSP cannot ensure that a buyer or seller will actually complete a transaction. Additionally, since user authentication on the internet is difficult, RSP cannot and does not confirm each user's purported identity. RSP does not control the information provided by other users which is made available through the Site. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. It is your responsibility to use caution and common sense when using the Site. Please note that there are also risks of dealing with foreign nationals, underage persons or people acting under false pretense. Because of the foregoing and due to RSP's limited involvement in the actual transaction between buyers and sellers, in the event that you have a dispute with one or more users, you release RSP, its officers, directors, employees, agents, attorneys, and all related or affiliated entities from any and all claims, demands, actions, causes of action, and any damages (for example, actual or consequential), costs or expenses related thereto, of every kind or nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of, directly or indirectly, the listing, buying and/or selling of any item on or through the Site.
HOW TRANSACTIONS WORK
1. RSP's Role - RSP provides a venue for sellers and buyers to negotiate and complete transactions, including the facilitation of the transfer of funds to complete the transaction. RSP is not involved in the actual transaction nor is it the agent for either the buyer or the seller in any transaction. As RSP delegates the responsibility of transaction to Digital River, RSP conducts no investigation to determine the truth or accuracy of any statement made by any seller or buyer accessing the Site.
2. Posting of Items For Sale - The means for posting an item for sale are discussed in detail after you register under the Product Signup Form. A seller may not list for sale, link or post any related materials with respect to any item that is illegal, offensive, pornographic, deadly or harmful (including guns, knives, swords or other weapons, explosives, and other items of deadly or potentially deadly force), items to which you do not have the right to possess and/or sell (for example, illegal, stolen or counterfeit items), or items which infringe upon the rights of any entity (including, without limitation, the following rights: trademark, copyright, patent, right of publicity or right of privacy). Collectively, such items are identified as "Unacceptable Items". RSP reserves the right, in its sole and absolute discretion, to determine if an item constitutes an Unacceptable Item. Furthermore, RSP reserves the right to limit, restrict, refuse or deny access to the Site should you make any listing, link or posting to or of an Unacceptable Item, or, in the discretion of RSP, to limit, restrict, refuse or deny access to such Unacceptable Item.
Further RSP retains the rights to recategorize Items, adjust pricing by up to 20% for special promotions, reject any Items whose file size is not cost effective, reject Items that sell for less than $15.00. RSP also reserves the right to terminate with any vendor and discontinue selling Items at any time.
3. Seller's Role - Seller agrees to complete the transaction agreed with a buyer in accordance with the terms of the seller's listing and such agreement. You understand that should you fail to complete the transaction by its terms, your actions or failures to act may allow one or more parties to take legal action against you. If you are a Seller, you acknowledge and agree that it is your sole obligation to determine if any tax (including, without limitation, sales, use or value added) is due on any transaction and it is also your sole obligation and responsibility to collect and report such tax(es), as well as to make proper payment thereupon. RSP takes no responsibility whatsoever with respect to any taxes arising from any transactions accomplished through use of the Site, and you, as a Seller, agree to indemnify, defend and hold RSP harmless from and against any taxes, fees or other assessments levied upon RSP by any authority having jurisdiction as a result of your transaction with a buyer.
4. Closing A Sale - When a buyer agrees to purchase an item you have listed on the Site, such purchase shall be made by credit card. RSP shall process such payment and notify the seller within upon the clearance of payment. After the receipt of goods by the buyer, we will release for payment the gross amount less the Service Fee.
5. Customer Service/Satisfaction - You, as Seller, acknowledge and agree that all buyer relation/satisfaction issues are your sole and absolute responsibility. This includes providing any assistance with respect to lost or damaged goods, or that may result from your inability to satisfy your obligation to any buyer (for example, you are unable to provide the item purchased at all or within the time promised).
6. Refund of Service Fee - In the event that RSP is required to refund all or part of the purchase price to a buyer, RSP will deduct from any amount owing to you as Seller the amount of such refund. If RSP has already paid you for the item against which such refund is made, you agree to remit to RSP, within ten (10) days of receipt of notice from RSP the amount specified in such notice. We reserve the right to deduct refunds from future sales. You understand that the Service Fee is earned by RSP by the listing of the item for sale on the Site and not by the consummation of the sale for such item even though it is RSP's policy not to require payment of the Service Fee for listed items that do not sell.
7. Resolution of Disputes - It is your sole and absolute responsibility to resolve any dispute with the buyer and without the involvement of RSP.
This Agreement shall be construed and interpreted pursuant to the laws of the Commonwealth of Massachusetts without consideration to its choice of law provisions, and any claims arising hereunder shall be prosecuted therein. The parties consent to the jurisdiction of the courts of the Commonwealth of Massachusetts and hereby waive all objections to such jurisdiction and venue.
Any claim, dispute or controversy arising out of, or relating to any section of this agreement or the making, performance or interpretation of the rights and obligations explicitly set forth in this agreement, shall, upon the election by written notice of any party to this agreement, be settled on an expedited basis by binding arbitration in Massachusetts before a single arbitrator from the Judicial Arbitration Mediation Service ("JAMS") mutually agreeable to the parties hereto, and, if no agreement is reached, before the arbitrator from JAMS selected in accordance with the rules of JAMS then in effect, which arbitration shall be conducted in accordance with such rules, and judgment upon any award rendered may be entered in any court having jurisdiction thereof. The decision of the arbitrator shall be binding on all of the parties, and any right to judicial action on any matter subject to arbitration hereunder is hereby waived, unless otherwise provided by applicable law or in any paragraph of this agreement, except suit to enforce the arbitration award or in the event arbitration is not available for any reason. The arbitrator shall be bound by the terms and conditions of this agreement and shall not extend, modify or suspend any of the provisions of this agreement. The parties to this agreement agree that no punitive damages may be assessed by the arbitrator against any party before the arbitrator. In the event either party hereto shall institute an action or arbitration proceeding to enforce or interpret any rights hereunder, the prevailing party therein, in addition to any other relief which may be awarded, shall be entitled to recover its reasonable attorneys' fees, costs and litigation expenses.
TERMINATION OF THIS AGREEMENT
Without limiting other remedies, RSP may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access to the Site and refuse to provide our services to you: (a) if you breach this agreement; or (b) if RSP reasonably believes that your actions may cause legal liability for you, our users or us.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement, along with the Terms and Conditions of Use posted on the Site, as such may be amended from time to time, sets forth the entire understanding and agreement between us with respect to the subject matter hereof.