Please read these terms of service (“Agreement” or “Terms of Service”) carefully before using the website and services offered by Joom USA INC (“Joom”). The Agreement sets forth the legally binding terms and conditions for your use of the Joom for Merchants website at https://merchant.joom.com and Joom’s mobile applications (both iOS and Android) and web-site for users at https://www.joom.com/ (all together referred to as the “Site”). By using the Site, you agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlinks. This Agreement applies to all merchants (those, who are selling to users of the Site and hereinafter referred to as the “Merchants”, “Merchant” or “you”). Joom Intellectual Property Policy for Merchants constitutes an integral part of these Terms of Service, is incorporated herein by reference and is available via https://merchant.joom.com/ip-policy/.
The contents of this Agreement include the main body as well as all the terms, conditions and policies including, without limitation, legal statements, privacy policies that have been or will be published or released by Joom at any time. All terms, conditions and policies are an integral part of this Agreement and shall have the same legal effect as the main body of this Agreement.
Joom reserves the right to change some or all the terms, conditions and policies of the Site or service at any time, without notice. When Joom updates or otherwise revises this Agreement, such new or different terms shall come into force at the point Merchant presses the button labeled “Agree” or otherwise continues to use the Site, which shall conclusively establish that Merchant has read and accepted the revised, updated Agreement. If Merchant does not agree to any alteration or updates of terms, conditions or policies, Merchant will no longer be permitted to access or use the Site. Unless separately stated, any new content provided by Joom that expands or otherwise alters the scope of this Agreement shall be subject to this Agreement and shall be considered as a part thereof.
1.1. Joom provides a platform for Merchants who comply with Joom’s policies and requirements to offer and sell certain items.
1.2. Joom acts as a service provider to a Merchant within the scope of powers, rights and authorities set forth in this Agreement, including the power and right to set the final price for the items listed on the Site (“Items”), issue invoices for such Items, and (at Joom’s sole and exclusive discretion) assist Merchants in the receipt and processing of customer’s claims for refunds and guarantees on behalf of Merchant.
1.3. Customer’s payment obligation to Merchant shall be deemed as performed upon receipt of customer’s payment by Joom (or its Payment Services Provider (as defined below), as applicable), and Joom via its Payment Services Provider, as applicable, is responsible for remitting the funds to Merchant in the manner described in Joom’s and Merchant’s agreement with Payment Services Provider. If Joom (via Payment Services Provider) does not remit any such amounts to Merchant, Merchant will have recourse only against Joom (or its Payment Services Provider, as applicable) and not the customer directly.
1.4. Notwithstanding clause 1.2, Joom has no control over and makes no representations or warranties regarding the quality, safety, morality or legality of any aspect of Items, the truth or accuracy of the listings, the ability of Merchants to sell Items or the ability of customers to pay for Items.
Joom reserves the right to refuse Merchant’s application to use the Site in the following cases:
2.1. Merchant’s registration on the Site is available only to duly established US entities and entrepreneurs. Your status of the legal entity or entrepreneur requires you to ensure that your activity on the Site and your products are fully compliant with the legislation applicable to the consumer (including, but not limited to the provision of mandatory information about you and your product to consumers and ensuring consumers’ rights). By entering into this Agreement, you represent and warrant that all information provided by you or any other information which may be provided in the future is complete, accurate and up-to-date and you are duly authorized to sell your Items through the Site in accordance with the requirements of this Agreement. Joom may refuse to provide access to the Site to any entrepreneur or entity and change the Merchant’s eligibility criteria at any time upon its sole discretion.
2.2. You undertake to comply with all applicable laws and regulations regarding online sale, advertising (by offering Items you therefore advertise them on the Site) and any restrictions which apply to you and your activity on the Site. You hereby agree that you are fully responsible for any breach of such obligation (as well as any other obligation under or in connection with this Agreement) including the responsibility for any losses and damages that may be caused by such breach (including those arising from claims of the third parties). You undertake to observe all Joom’s policies as stated in the Agreement and any other rules, policies, guidelines and procedures that may be published from time to time on the Site by Joom, each of which may be updated by Joom from time to time without notice to you.
2.3. You act as a seller of your products offered on the Site in terms of consumer protection legislation applicable to the customer and remain solely and fully responsible for specifying in the product cards all mandatory information related to its product (including the information required to be provided to the consumer before it is bound by a distance contract as required by Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights). In particular, you are obliged to provide in product card information about the existence and the conditions of after sale customer assistance, after-sales services and legal and commercial guarantees. For the above purposes, you must specify in your account on the Site valid and actual contact details that will be shown in products cards and guarantee that customers may contact you via such credentials to receive information about your products, address to you their claims or for any other matters within the scope of consumer protection.
2.4. In case you specify in product cards any features or labels, or your product description contains any claims (for example, related to the content of the product (‘free of X ingredients’ or ‘approved by X number of customers’)), you guarantee that any such feature, claim or label are true and correct.
2.5. You agree to immediately notify Joom of any unauthorized use of your password or any breach of security. You also agree that Joom shall not be liable for any loss or damage arising from your failure to keep your password secure. You undertake not to provide your username and/or password information to any other party other than Joom without Joom’s express written permission.
2.6. You shall keep your account information up-to-date and accurate, including a valid email address and correct bank account information and any other payment details. To be able to sell Items on Joom you shall provide and maintain valid payment information. If you do not comply with the aforementioned provisions, you assume all responsibility for losses caused by such failure to comply.
2.7. You have no right to transfer or sell your Joom Merchant account and username to another party without Joom’s prior written consent. In case you have to accept any other terms or policies on the Site or take other actions bounding you by any obligations, acceptance of any such documents or changes on your behalf by your representative to whom you provided access to the Site, your account on the Site and to any other features shall be considered as actions on your behalf by your authorised representative.
2.8. Joom’s services and the Site are not available to Joom Merchants with temporarily or indefinitely suspended accounts. Joom reserves the right to refuse service and access to the Site to anyone, for any reason, at any time. Products that do not comply with Joom’s policies will be deleted from the Site. At the sole discretion of Joom, Merchants with repeated instances of noncompliance may have their accounts removed, access to the Merchant Dashboard revoked, and/or transactions cancelled.
3.1. Every Merchant is responsible for observing applicable U. S. federal, state and local laws, guidelines and regulations as well as applicable laws and regulations of any other country of destination, Joom’s policies and procedures, shipping restrictions and any other restrictions applicable to the Items and the selling process. Merchant is solely responsible for listing full and accurate information regarding the ingredients of any Item to be listed on the Site. Merchant shall furnish Joom with certificates of compliance for Items, where required by applicable U. S. federal, state and local laws, guidelines or regulations or when requested by Joom. Joom retains sole right and discretion to require approval by Joom before Items subject to the foregoing certification requirements may be listed on the Site.
3.2. There are some types of Items that we don’t allow on the Site, even if they are legal and otherwise meet Joom’s selling criteria. The following types of Items may not be listed on Joom (Joom reserves the right to expand or contract this list at any time, in its sole and exclusive discretion):
3.3. Products listed in paragraph 3.2 will be removed from the Site at Joom’s sole discretion, and the Merchant’s selling privileges may be suspended, restricted and/or terminated.
3.4. In case of sale of non-perishable food products and food supplements (if permitted by applicable US federal and state law and regulations, the applicable legislation of the country of origin and the country of destination), you guarantee and warrant that:
You hereby also guarantee and confirm that you are duly authorized to sell such products under any applicable legislation and agree that you remain entirely and exclusively liable for the sale of such products. All such products are subject to prior approval by Joom before listing on the Site.
3.5. Toxic Substances Control Act; Proposition 65. With respect to Items listed on the Site and sold and delivered into the United States, Merchant represents and warrants that the Items (a) will comply with U. S. Toxic Substances Control Act importation certification requirements, if applicable; and (b) will comply with the requirements of the California Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”) and the regulations thereunder, as amended from time to time. To the extent that any Items sold on the Site and delivered into the United States contain Proposition 65 listed chemicals, Merchant hereby certifies that such Items conform to all applicable Proposition 65 labeling requirements and that the Item listings on the Site contain all required Proposition 65 warnings. Joom reserves sole right and discretion to approve such applicable Items before they may be listed on the Site.
3.6. Please note that the Site’s audience may include children as young as 13 years of age. Items that may be inappropriate for children to view or buy may be considered as inappropriate for Joom and for sale on the Site.
4.1. You must comply with all applicable laws and regulations of the United States and the country of destination when selling Items on Joom. You are responsible for determining all applicable trade control, customs and tax laws, obtaining any required government authorizations, and are liable for any penalties resulting from non-compliance.
4.2. Export Regulation. Merchant acknowledges that Items, including any software, documentation, and any related technical data included with, or contained in, such Items (collectively, “Regulated Items”) may be subject to U. S. export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. Merchant shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any Regulated Items to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any Regulated Items is prohibited by applicable U. S. federal or foreign law, regulation, or rule. Merchant shall not export any Items to any prohibited individuals or entities found on the U. S. Department of Commerce International Trade Administration Consolidated Screening List, available at: https://www.trade.gov/consolidated-screening-list. Merchant shall be solely responsible for any breach of this Section by its, and its successors’ and permitted assigns’, parent, affiliates, employees, officers, directors, partners, members, shareholders, customers, agents, distributors, resellers, or vendors. Merchant shall comply with all applicable federal and foreign laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, reexporting, or releasing any Regulated Items. Merchant shall provide prior written notice of the need to comply with such laws and regulations to any person, firm, or entity which it has reason to believe is obtaining any such Regulated Items from Merchant with the intent to export or reexport.
4.3. Compliance with Antiboycott Laws. Merchant shall (a) comply with all U. S. antiboycott laws and regulations, including, but not limited to, the Anti-Boycott Act of 2018 and the Internal Revenue Code (collectively, “Antiboycott Laws”); and (b) not take any action that violates the Antiboycott Laws. Merchant accepts sole responsibility for compliance with this Section.
5.1. Economic sanctions laws in the United States, the European Union and a number of other countries prohibit or restrict unlicensed transactions with parties (i. e., individuals, entities, government regimes) identified as engaging in terrorism, narcotics trafficking, weapons proliferation and other activities that threaten those countries’ national security, foreign policies or economies (“Denied Parties”). Various government agencies publish lists of such parties (“Denied Parties Lists”). In addition, many countries maintain trade sanctions and embargo programs against specific countries (“Sanctioned Countries”), such that unauthorized transactions involving these Sanctioned Countries are prohibited or restricted.
In order to comply with these and other legal requirements, it is Joom general policy that Items imported from or originating in the following countries and regions may not be sold on the Site:
No shipments or sales to parties in any of these countries, directly or indirectly, may be conducted through Joom.
Accounts may not be opened or affiliated with a country or region that Joom does not support.
5.2. Additionally, Joom does not do business with or otherwise engage in or facilitate transactions involving individuals or entities that are subject to sanctions or other applicable trade control restrictions. This includes, but is not limited to parties listed on: the Specially Designated Nationals (SDN) and Foreign Sanctions Evaders (FSE) Lists maintained by the U. S. Department of the Treasury; the Entity List, Unverified List and Denied Persons List maintained by the U. S. Department of Commerce; the Consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European Union; the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury in the United Kingdom; the Consolidated List of Names, maintained by the Canadian Office of the Superintendent of Financial Institutions. This also includes certain parties that are owned or controlled by Denied Parties.
5.3. You must ascertain and comply with any additional sanctions compliance requirements that apply to your transactions, including amendments or other updates to U. S. law. Without limitation of the foregoing, you shall not import or sell on the Site any Items from any prohibited individuals or entities found on the U. S. Department of Commerce International Trade Administration Consolidated Screening List, available at: https://www.trade.gov/consolidated-screening-list. Non-compliance with U. S. sanctions laws and regulations can result in significant civil and/or criminal monetary penalties, as well as possible imprisonment, seizure of goods, and/or a ban from conducting business with U. S. companies.
6.1. Joining and setting up a shop on Joom is free, unless Joom notifies otherwise. Joom’s commission for providing services under this Agreement amounts to 15% from each Item’s original price agreed between Joom and Merchant and which is adjusted considering sales, promotions, special deals in accordance with clause 6.9 of this Agreement. Unless otherwise stated, all prices and fees are quoted in US Dollars. Joom reserves the right to determine a new applicable commission at any time upon its discretion.
6.2. Joom does not provide payment services. Joom is entitled to determine payment services providers who will take all necessary actions for payment, acceptance, acquiring, processing and servicing of payments associated with transactions between Merchant and customer (“Payments Service Provider” or “PSP”). Joom reserves the right to designate any number of PSPs.
6.3. Joom supports business relations only with Merchants that use the payments services of PSP(s), designated by Joom. Merchant is responsible for performance of its obligations arising out of legal and business relations between Joom, Merchant and PSP, including paying all fees and providing all documents and information required by PSP. PSP shall hold the funds on behalf of Merchants and shall be responsible for provision of other payment services (remittance, withdrawal, etc.) in accordance with the agreements concluded by Merchant with PSP.
6.4. Merchant hereby authorizes Joom to:
6.4.1. Collect, process and disclose to PSP in connection with PSP payment services all necessary information on Merchant, its transactions that have been concluded on the Site with customers.
6.4.2. Open accounts for the purpose of providing payment services by PSP to Merchant and send instructions to PSP to deduct the funds in these accounts to repay the amounts owed by Merchant to Joom under this Agreement and credit any amount into such account as determined by Joom in accordance with this Agreement.
6.4.3. Instruct PSP to freeze, unfreeze, credit, remit or debit the Merchant’s account with PSP. The amount of the funds subject to freeze (minimal security deposit) shall be set in the relevant section of Joom Help Center’s information. In any case, the withdrawal is available only after a safety clearance period of maximum 75 days and only in the amount available to you.
6.4.4. Issue invoices on behalf of Merchant for the sale of Items on the Site, taking into consideration necessary deductions of fees, compensation and remuneration owed to Joom and its engaged service providers.
6.5. Merchant may withdraw the authorization given under clauses 6.4.1.-6.4.3 of this Agreement by giving seven days’ prior written notice to Joom and PSP. The withdrawal of authorization shall be deemed effective upon expiration of the notice period stipulated in this clause and shall not have retroactive effect, i. e. it shall not apply to the transaction and/or activities of the Merchant and/or Joom and/or PSP occurred prior to the expiration of the notice period set out in this clause.
6.6. Merchant shall ensure that account balance with PSP has sufficient balance for payments of funds owed to Joom. You are responsible for paying all fees and applicable taxes associated with using the Site and selling Items on the Site.
6.7. Merchants are required to list prices for Items they sell through the Site and to provide Joom with a shipping price (including the return shipping costs in case the customer expresses its wish to return the Item within any period from the order date until 14 calendar days followed after the date of the Item’s receipt or under the guarantee). A return label is enclosed in each parcel sent for potential return of the Item in case the customer requests so. Joom may also provide Merchants with a solution for the return shipping labels generation.
6.8. Joom reserves the right to:
6.8.1. Set or adjust the final prices of Items and determine the shipping costs displayed to users.
6.8.2. Initiate sales, promotions, special deals in relation to Items offered by Merchants on the Site.
Provisions of clauses 6.8.1 and 6.8.2 do not affect the amount or percentage Joom has agreed to pay to Merchant for Items sold by such Merchant (provided in clause 6.1. above) unless otherwise is agreed by Joom and Merchant.
6.9. Sales, promotions, special deals initiated by Merchant on the Site are subject to a prior written approval by Joom and shall be made in compliance with the applicable US federal and state laws and regulations and the laws and regulations of the Merchant’s place of business. Joom and Merchant may agree on other sales, promotions, special deals in relation to Items offered by Merchants.
6.10. Unless otherwise informed by Joom, the default payment period for Merchants is 30 calendar days since the shipment date, confirmed by the data of the tracking number. Joom intends to provide necessary information to PSP for the pay-out to Merchant not later than 30 calendar days from the shipment date.
Joom will pay Merchants for their completed transactions 2 times a month. This payment will be a net amount: Merchant’s Items’ prices less Joom’s commission, any refunds and compensations. In the event Joom introduces a new service, the fees for that service (added to a commission defined in 6.1.) are effective from its launch date and will be charged from amounts payable. Transactions that cannot be confirmed as delivered may be ineligible for payment.
Please note: if there is a case of your non-compliance or the risk of non-compliance by you with any provisions of this Agreement, any other conditions, policies and platform rules of the Site, Joom reserves the right to withhold payments to the merchant for a certain period of time. In such case Joom will inform the merchant on the period of the payment suspension.
6.10.1. In case there are any amounts due and they have not been paid as provided in this clause and within the period specified, Merchant shall notify Joom via email or other means specified in these Terms or available in the Merchant’s account. If the amounts due have not been paid due to any problems on the Merchant’s side (including, but not limited to incorrect payment details, change of the legal entity on the Merchant’s side that is non-compliant with Joom’s KYC requirements, any Joom’s terms and policies or any applicable legislation), Merchant shall contact Joom and provide Joom with the correct information as soon as possible. If any amounts have not been paid due to a court decision or order, Merchant shall resolve the legal case and provide Joom with evidence that payments can be released without breach of any Joom’s or Merchant’s legal obligations or restrictions imposed by the relevant court or other authorities.
Merchant is not entitled to any penalties due to delay in payment of any amount as specified above.
If Joom finds out that there are any unpaid amounts that Merchant does not claim to be paid, Joom will inform the Merchant accordingly and send a notification letter via email or post. Merchant shall respond to such letter and either confirm the amount payable and provide Joom with any information that may be requested to execute the payment or provide Joom with evidence that the amount is not correct within 10 business days after the date when the letter is sent. If Merchant does not reply to the letter and does not contact Joom on this matter within 6 (six) months from the date of the letter or the Merchant is liquidated and none of its legal successors contact Joom, Joom reserves the right to write-off the unpaid amounts without any notification to Merchant. Upon such event Merchant has to right to claim any such unpaid balances.
6.11. Ordered Items shall be shipped by Merchants to customers at the Merchant’s expense within 4 business days after payment receipt date by Joom’s PSP.
6.12. Any return of the Item in accordance with a guarantee (as determined in Joom’s policies) or if done after the order has been made or within 14 calendar days after the Item’s receipt must be free of charge for the customer and shall be done at the Merchant’s expense. In other cases, returns shall be made at the expense of the customer. All Items may be returned except for those Items which cannot be returned under the applicable laws and regulations of the country of destination. Merchant is obliged to indicate complete information with all necessary details for return shipping and is liable for any losses caused by failure to meet these requirements.
6.13. In the event Joom introduces a new service, the fees for that service (added to the commission defined in 6.1.) are effective from its launch date.
7.1. By listing an Item on the Site, you warrant that you and all aspects of the Item comply with Joom’s published policies (regarding IP rights protection, guarantees, personal data protection, advertising, etc.). You also warrant that you are legally authorized to sell the Item. You must accurately describe your Item and all terms of sale on your Joom account page. Your listings may only include reliable text descriptions, graphics, pictures and other contents relevant to the sale of that Item. All Items must be listed with appropriate and truthful tags and descriptions. Each listing must accurately and completely describe Item(s) for sale in that listing. If the “in stock” quantity is more than one, all Items in that listing must be identical.
7.2. All sales made via the Site are binding for Merchants. The Merchant is obligated to ship the order or otherwise complete the transaction with the customer in a prompt manner, unless there is an exceptional circumstance, such as: the transaction cannot be completed due to laws, regulations other governmental policies, natural disasters, wars, strikes and other unforeseen factors. The costs and losses arising from not completing orders in time shall be undertaken by Merchant.
7.3. Merchant hereby agrees that by listing items on the Site it warrants that:
7.3.1. It has ownership of each such listed item at the moment of the conclusion of the contract for the sale of the item with a customer.
7.3.2. Any item that is stored in a warehouse or a fulfillment center and/or by any other third party involved by the Merchant (regardless to the purpose of any such warehouse facility and/or third-party involvement – whether it is importation, storage and delivery, and regardless of where such warehouse, fulfilment center and/or third party is located) is in the Merchant’s ownership at the moment of conclusion of the contract for the sale of such item with a customer, and the Merchant is a lawful owner of such item at the moment of conclusion of the contract with a customer.
7.3.3. Any item that is stored in a warehouse or a fulfillment center and/or by any other third party involved by the Merchant is transferred to such place and/or such third party in full compliance with any applicable laws and regulations of the country of origin, the country of destination and transit countries. Such applicable laws and regulations include inter alia customs and tax laws and regulations. All applicable customs duties, taxes and other mandatory payments related to such items and their transfer to a warehouse or a fulfillment center and/or to any other third party are paid fully and promptly, items are declared properly and all other requirements to their sale and transitions are fully observed. Merchant hereby agrees to indemnify Joom and to hold Joom as well as Joom’s parent company, subsidiaries, affiliates, officers, directors, agents, and employees completely harmless from any claims made by any third parties, including government authorities, against Joom and/or Joom’s related parties mentioned in this clause relating to, or arising from, any breach of the above warranties or obligations arising therefrom.
8.1. You are solely responsible and liable for your conduct and activities on the Site and/or with regard to Joom and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, Items, and links (together, “Content”) that you submit, post, and display on Joom.
8.2. Restricted Activities. Your Content and your use of the Site:
8.4. Merchant authorizes Joom to assist Merchant in handling and resolving customer’s claims and complaints that relate to refunds and guarantee in accordance with the policies set by Joom and/or PSP. For this purpose, Merchants shall be obliged to reply to Joom’s support agents and provide any necessary information that may be important for the case within 48 hours, but in any case not later than within 5 calendar days.
All the payments owed to Merchant shall be made by deducting or withholding the amounts of refunds, compensation and other fees determined by Joom. Merchants should agree to our decision on refunds made in compliance with the Joom’s terms and policies and legislation applicable to the customer. If Merchant believes that they are unduly affected, they should follow Joom’s standard Merchant dispute procedures. Joom will notify Merchant of the result and Joom expressly reserves the right of final disposition of such result.
Joom may decide at any time to implement a policy that allows Joom to withhold payment or other due payments according to this Agreement. If Joom has reasonable doubts to believe that any actions or behaviors of the Merchant may cause disputes and/or may lead to fees, penalties or customers’ claims, Joom has the right to take necessary measures, in the sole discretion of Joom, to postpone payments to the Merchant and/or withhold amounts payable or other due payments according to this Agreement, until all investigations of those actions and behaviors have completed.
8.5. You agree that Joom has no obligations to keep information, update information or send you the latest information in the case of suspending or terminating your account.
8.6. Without limiting Joom’s remedies for any violation of any provision above (or any other provision in any other agreement between you and Joom), if Joom (in its sole discretion) determines that you violate any of the above provisions, Joom may, temporarily or permanently, freeze your account (including, without limitation, any amounts therein and any payment to you therefrom).
8.7. You agree to fully indemnify and hold Joom harmless for any losses, damages, costs, expenses (including legal fees) and liabilities which Joom may incur in connection with any suit, claim, proceeding or complaint caused by Merchant’s infringement of any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy as well as any violation of Joom Intellectual Property Policy for Merchants. Joom reserves the right to use any other remedy available under this Agreement or the applicable law in case of violation of a third-party rights caused by the third-party rights infringement by the Merchant.
9.1. Joom does not claim ownership rights in your Content. You grant Joom a license solely to enable Joom to use any information or Content you supply to Joom. You grant Joom a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right (with the right to authorize sublicensing) to exercise the copyright, trademark, publicity, and database rights you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Joom to store or re-format your Content on Joom and display your Content on Joom in any way as Joom chooses.
9.3. Joom is the data controller with respect to any Joom user data collected through the Site. The Merchant acts as a data controller with respect to the user data in connection with performance of sale contracts concluded with such users. Merchant shall at all times comply with applicable law and regulations, including but not limited to, U. S. federal and state data protection laws such as the California Consumer Privacy Act, and the EU General Data Protection Regulation. The Merchant is limited to using such data for performance of the sales contract and may not use it for, among others, marketing purposes.
9.4. By posting Content on Joom, it is possible for an outside website or a third party to re-post that Content. You agree to hold Joom harmless from any dispute concerning this third-party use of Content.
10.1. In the event a dispute arises between you and Joom, please contact Joom.
10.2. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in the City of Wilmington and County of New Castle. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.
10.3. Should you have a dispute with one or more users or any third party, you release Joom (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
10.4. Joom, for the benefit of Merchants and at its sole discretion, may take reasonable efforts to help Merchants to resolve disputes. For avoidance of any doubts, Joom has no obligation to resolve disputes between Merchants and users or between Merchants and outside parties. To the extent that Joom attempts to resolve a dispute, Joom will do so in good faith and in accordance with Joom’s policies. Joom has no power and will not make judgments regarding legal issues or claims.
Joom, and other Joom graphics, logos, designs, button icons, scripts, and service names are registered or common law trademarks/service marks of SIA Joom. SIA Joom’s trademarks/service marks may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion (which shall be in Joom’s sole discretion).
Without limitation to any other remedies, Joom may unilaterally decide, without notice and without refunding any fees, to delay or immediately remove Content, warn Joom’s community of a Merchant’s actions, issue a warning to a Merchant, temporarily suspend the Merchant’s account, temporarily or indefinitely suspend Merchant’s account privileges, terminate a Merchant’s account, prohibit access to the Site and/or take technical and legal measures to keep a Merchant off the Site and refuse to provide services to a Merchant if any of the following applies:
Your use of the site and its content is at your own risk. The site, its content, and any services relating to the site are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied.
To the fullest extent provided by law, Joom hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.
The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
15.1. To the fullest extent provided by law, in no event will Joom, its parent company, affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the site, any websites linked to it, any content on the site or such other websites, including any direct, indirect, special, incidental, exemplary, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.
15.2. Joom’s liability, and (as applicable) the liability of Joom’s parent company and subsidiaries, officers, directors, employees, and suppliers, to you or any third parties in any circumstance are limited to the greater of either (a) the amount of fees you pay to Joom in the 12 months prior to the action giving rise to liability or (b) 100 US dollars.
You agree to defend, indemnify, and hold harmless Joom, its parent company and affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:
Neither Joom nor any person associated with Joom makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Site. Without limiting the foregoing, neither Joom nor anyone associated with Joom represents or warrants that the Site, its content, or any services relating to the Site will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the Site or the server that makes it available are free of viruses or other harmful components, or that the Site or any services relating to the Site will otherwise meet your needs or expectations.
You shall comply with all applicable US federal, state and local laws and regulations and international laws, statutes, ordinances and regulations regarding your use of the Site and any Joom service and, if applicable, your listing, solicitation of offers to purchase, and sale of Items. You hereby also agree and undertake to comply with all applicable laws and regulations of the country of customer’s residence, regardless of whether the customer is a resident of the United States or not, including, but not limited to, all applicable consumer protection regulations and restrictions.
In addition, you shall be responsible for paying any and all taxes applicable to any sales of Items you make on the Site (excluding any taxes on Joom’s net income) and for which you are responsible for accounting and payment. Please note that you may be required to register for the tax purposes in another US state in accordance with effective legislation and regulations of such state. If this is the case, you undertake to comply with all applicable requirements of the particular US state and are fully responsible for such compliance, including any consequences for any breach resulted from non-compliance with the applicable laws and regulations. If Joom is held liable for your non-compliance with such requirements (i. e. for non-registration for tax purposes in the customer’s state and/or for non-payment of any applicable taxes), you agree to release Joom from any and all claims, liability, costs, damages or other obligations arising out of your breach of the applicable laws and regulations and agree to compensate Joom any costs, fees and penalties immediately upon receipt of such request from Joom. Joom hereby reserves the right to charge any such costs, fees and penalties from the amounts payable to you for the Items sold on the Site in accordance with this agreement.
Merchants shall take any measures required by the applicable legislation in order to comply with the EU VAT rules effective as of 1 July 2021. Such new legislation consists, inter alia, of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax, Council Directive (EU) 2017/2455 of 5 December 2017 amending Directive 2006/112/EC and Directive 2009/132/EC as regards certain value added tax obligations for supplies of services and distance sales of goods, Council Implementing Regulation (EU) 2017/2459 of 5 December 2017 amending Implementing Regulation (EU) No 282/2011 laying down implementing measures for Directive 2006/112/EC on the common system of value added tax, Council Directive (EU) 2019/1995 of 21 November 2019 amending Directive 2006/112/EC as regards provisions relating to distance sales of goods and certain domestic supplies of goods, Council Implementing Regulation (EU) 2019/2026 of 21 November 2019 amending Implementing Regulation (EU) No 282/2011 as regards supplies of goods or services facilitated by electronic interfaces and the special schemes for taxable persons supplying services to non-taxable persons, making distance sales of goods and certain domestic supplies of goods (“EU VAT rules”).
To ensure the correct application of the new EU VAT rules, the Merchant selling its Items to users from the EU agrees to be bound by the following obligations:
Joom cannot be held liable for any actions or omissions of the Merchant resulted in non-compliance with any applicable VAT legislation, including the EU VAT rules.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.
Joom and Merchants are independent contracting parties. Merchants have no right to bind or represent Joom to make or accept any offers or acceptance on behalf of Joom. Merchants shall not make any statements in any circumstances that may cause conflict with these Terms of Service. Except as expressly provided herein, this Agreement does not establish any partnership, agency or employment relationship between Merchants and Joom.
Joom reserves the right to modify or terminate the Joom service for any reason, without notice, at any time (including but not limited to the cases when Merchant’s and PSP’s agreement is terminated or Merchant’s account with PSP is closed). Joom reserves the right to alter these Terms of Service or other Site policies at any time. If Joom makes a material change Joom to these Terms of Service, Joom will update this Terms of Service page and may notify you by email, by means of a notice on our home page, or other places Joom deems appropriate. What constitutes a “material change” will be determined at Joom’s sole discretion, in good faith, and using common sense and reasonable judgment.
Sections 6 (Fees, Payments and Delivery), 9 (Content), 10 (Dispute Resolution and Exemption Clause), 11 (Joom’s Intellectual Property), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (No Guarantee), 18 (Legal Compliance. Taxes), 19 (Severability), 21 (Modification and Termination of Joom Service), 22 (Choice of Law), 23 (Survival) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Joom at 12707 High Bluff Dr, Ste 200, San Diego, CA 92130 (in the case of Joom) or, in your case, to the email address you provide to Joom (either during the registration process or when your email address changes). Notice shall be deemed as proof of service 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Joom may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Joom. In such case, notice shall be deemed as proof of service three days after the date of mailing.
The services hereunder are offered by Joom USA INC, located at 12707 High Bluff Dr, Ste 200, San Diego, CA 92130.
This Agreement is strictly confidential, and its content shall not be disclosed to the third parties, except for PSP. Joom reserves the right to initiate claims against Merchant for all losses and damages caused by a disclosure of such information by Merchant to the third parties.
Documents and information provided by Merchant at the moment of registration on the Site, any further documents and information uploaded via https://merchant.joom.com and the Merchant’s account on the Site or made available to Joom by any other means shall be regarded as confidential ones. However, Joom or its subsidiaries and affiliated parties have the right to disclose documents related to the Merchant and Merchant’s products (such as conformity documents that include, but not limited to certificates of conformity issued by authorized bodies and agencies and self-declaratory documents) and any other supporting documents upon request of authorized bodies and third parties if such request is lawful and reasonable and if such discloser is required for further execution of this contract. Such discloser does not require any prior permission of Merchant and can be made without any prior notification to Merchant.