ARBITRATION NOTICE: UNLESS YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION FOR CONSUMERS” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “DISPUTE RESOLUTION FOR CONSUMERS” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND SHOPSOURCE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Agreement to Terms
By using the Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
You are responsible for safeguarding the password that you use to access the Services. You agree to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions. We encourage you to use strong passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must immediately notify Shopsource of any unauthorized use of your account, or if you have reason to believe that your password was lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You may contact Shopsource to make this notification by emailing firstname.lastname@example.org. Shopsource is not liable for any loss or damage arising from your failure to comply with the above requirements.
Shopsource products are real physical items, and any orders placed are binding offers to purchase the item on the Listing. You are responsible for reading the full Product Listing before making a commitment to buy. If you purchase an item using the “Place Order” on the Checkout page (each, a “Purchase”) you agree to pay such amount or the applicable purchase price (the “Purchase Price”).
If you make a Purchase, you may be asked to provide payment information, including your credit card number, your bank account and routing number, the expiration date of your credit card, your address(es) for billing and delivery, and other information about your financial accounts (such information, “Payment Information”). If you make a Purchase, you authorize Shopsource and Shopsource’s payment processor(s) to use the Payment Information to charge your designated payment account. You also authorize Shopsource and Shopsource’s payment processors to correct any mistakes in payments made by or to you, including any processing errors we discover, by using the Payment Information to debit or credit the payment account used in the applicable transaction.
You agree to bear any additional charges that your bank or other financial service provider may levy on you. You will receive a confirmation email once the transaction is complete. If you have any concerns or objections regarding charges, you agree to raise them first with us and you agree not to cancel, reject, chargeback or request reversal of any charges related to a Purchase unless you have made a reasonable attempt at resolving the matter directly with Shopsource.
Because Buyers may be located in separate and applicable tax jurisdictions, a Purchase may be subject to local sales, Customs or value-added taxes or additional postage upon delivery. These taxes or additional postage fees are not charged by or through the Services unless expressed explicitly on a DDP (“Delivered Duties Paid”) invoice and Shopsource cannot be responsible for or provide order-specific advice regarding additional taxes or postal fees.
Liability and Disputes
If an item sold on Shopsource is delivered to you in a defective condition, or if you do not want to keep a delivered item for any reason, your sole remedy is to return the product directly to Shopsource. A request must be made within 72 hours of the delivery date. Upon approval of your request by Shopsource, your item(s) must be shipped immediately using a valid, electronically visible tracking number. Full refund of the purchase price including original shipping will be processed once return is verified through tracking and inspected upon delivery.
There are no returns accepted on wholesale orders. Partial refunds or store credit will be provided in the event any number of units above 3% arrive damaged or defective.
Shopsource reserves the right in its sole discretion to determine if and when return postage will be provided to the buyer or cost of return shipping will be partially reimbursed as store credit.
Users may submit feedback information regarding products and the use the Services. You may only use the rating and feedback features for the bona-fide purpose of submitting feedback regarding the experience you had. Any other use of the feedback system is prohibited. You may not threaten to submit negative feedback or withhold positive feedback in order to receive benefits beyond those to which you are entitled and you may not submit feedback for the purpose of manipulating user ratings. Feedback information submitted by a user may be made available through the Services to other users.
Shopsource cannot be held liable or responsible for feedback claims made about the Services by its users.
Special Privacy Terms for European Union Residents
As part of the Services we provide, you may (if enabled) receive notifications, alerts or other types of messages via text message, email or the messaging functionality provided by the Services (“Messages”). You have control over the Messages settings, and can opt in or out of these Messages (with the exception of infrequent, important service announcements and administrative messages) either through your account or by following the unsubscribe instructions provided in the marketing e-mail you receive. Please be aware that third party messaging fees may occur for some of the Messages depending on the message plan you have with your wireless carrier.
If you provide your cellular phone number and agree to receive communications from Shopsource, you specifically authorize Shopsource to send text messages or calls to your phone. You are not required to consent to receive text messages or calls as a condition of using the Services and may opt out of such messages. You can opt out of receiving text messages through your account settings, or by replying STOP to the text message.
For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Buyers and Sellers (including you) provide to be made available through the Services. Content includes without limitation User Content.
Subject to your compliance with these Terms, Shopsource grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Content solely in connection with your permitted use of the Services.
Shopsource Ownership Rights
All right, title, and interest in and to the Services (excluding your User Content), including all associated intellectual property rights, are and will remain the exclusive property of Shopsource and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Shopsource name or any of the Shopsource trademarks, logos, domain names, or other distinctive brand features. You may use the Shopsource name or any of the Shopsource trademarks, logos, domain names, or other distinctive brand features only in the event Shopsource grants you the right to do so in a separate written agreement. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by you, (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates the rights of Shopsource or any third party. You may not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services, including any Content. Any feedback, comments, or suggestions you may provide regarding Shopsource or the Services are entirely voluntary and are the sole and exclusive property of Shopsource. You hereby irrevocably assign to us all of your right, title and interest in and to such feedback, comments or suggestions, and Shopsource is free to use them as we see fit and without any obligation to you.
Restrictions on Content and Use of the Services
We reserve the right at all times (but are not obligated) to remove or refuse to distribute any Content on the Services, which violates these Terms or the Shopsource Rules for using the Services and submitting Content. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce the Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or, (v) protect the rights, property or safety of Shopsource, its users and the public.
Unless you have been specifically permitted to do so in a separate written agreement with Tophatter and except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Content (except your User Content) or Services. You may not copy, modify, decompile, reverse-engineer, or disassemble the code used to generate web pages on the Services. You may not harvest usernames, addresses, email addresses, or other personal information for any purpose.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Shopsource’s computer systems, or the technical delivery systems of Shopsource’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Shopsource (and only pursuant to those terms and conditions, if any, that are applicable) unless you have been specifically allowed to do so in a separate agreement with Shopsource; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services; (vi) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Shopsource or any of Shopsource’s providers or any other third party (including another user) to protect the Services or Content; or (vii) use, display, mirror or frame the Services, any individual element within the Services, or the layout and design of any page or form contained on a page, without Shopsource’s express written consent.
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
We may suspend or terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you, including, without limitation, if you violate the letter or spirit of any of these Terms, or otherwise create risk or possible legal exposure for us. You may cancel your Account at any time by emailing Shopsource at email@example.com.
Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions will survive: ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions
The Services are Available “AS-IS”
Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, Shopsource DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon. We make no guarantee as to the duration or manner in which items appear on Shopsource, whether in our catalog, at auction, or otherwise. Shopsource is not responsible or liable for any harm to your computer system, loss of data, glitches, bugs, errors, delays, disruptions, or other harm that results from your access to or use of, inability to access or use, the Services, or any Content. You agree that Shopsource is not liable for any damage or losses resulting directly or indirectly from any suspension of your account. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Shopsource or through the Services, will create any warranty not expressly made herein.
You agree to defend, indemnify, and hold harmless Shopsource and its partners, and their officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services, your violation of these Terms or any Content posted, published, transmitted or otherwise provided by you or on your behalf.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPSOURCE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; (iv) ANY ITEMS SOLD OR PURCHASED THROUGH THE SERVICES; OR (v) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SHOPSOURCE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL SHOPSOURCE’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED $50.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Waiver & Severability
The failure of Shopsource to enforce any right or provision of these Terms does not constitute a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Dispute Resolution for Consumers” section below or by a court of competent jurisdiction, if you are accessing and using the Services on behalf of a company or other legal entity or timely opt out of arbitration as set forth below), the remaining provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Shopsource’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Shopsource may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Shopsource to you under these Terms, including those regarding modifications to these Terms, will be given by Shopsource: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
These Terms and any action related thereto are governed by the laws of the State of California, without regard to or application of its conflict of law provisions or your state or country of residence.
Dispute Resolution for Commercial Entities
If you are accessing and using the Services on behalf of a company or other legal entity, all claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the state and federal courts located in Los Angeles County, California, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
Dispute Resolution for Consumers
Agreement to Arbitrate
If you are accessing and using the Services as an individual, you and Shopsource agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Shopsource with written notice of your desire to do so by email at firstname.lastname@example.org or regular mail at Shopsource, Inc., 735 S Berendo St, Los Angeles, CA 90005 within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Shopsource with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Shopsource with an Arbitration Opt-out Notice, will be the state and federal courts located in Los Angeles County, California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Shopsource with an Arbitration Opt-out Notice, you acknowledge and agree that you and Shopsource are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Shopsource otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution for Consumers” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution for Consumers” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Section 18.3. (The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this “Dispute Resolution for Consumers” section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Consumer Rules.
Arbitration Location and Procedure
Unless you and Shopsource otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Shopsource submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Shopsource will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Shopsource will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provision regarding changes to these Terms in the “Entire Agreement” section below, if Shopsource changes this “Dispute Resolution for Consumers” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Shopsource’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Shopsource in accordance with the provisions of this “Dispute Resolution for Consumers” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms and the Shopsource Rules are the entire and exclusive agreement between Shopsource and you regarding the Services, and these Terms supersede and replace any prior agreements between Shopsource and you regarding the Services. These Terms apply only to Shopsource and you. These Terms are not intended to, and shall not, create any third-party beneficiary rights, except as expressly provided in these Terms.
We may revise these Terms from time to time. If we make any material changes to these Terms, we will notify you of such changes by posting them on the Shopsource website or by sending you an email or other notification, and we will indicate when such changes will become effective. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 800-952-5210.
These Services are operated and provided by Shopsource, Inc., 735 S Berendo St, Los Angeles, CA 90005. If you have any questions about these Terms, please contact customer support.