Terms of Service for US Merchants
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. Joom as a Marketplace
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 buyer’s claims for refunds and guarantees on behalf of Merchant.
1.3. Buyer’s payment obligation to Merchant shall be deemed as performed upon receipt of buyer’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 buyer 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 buyers to pay for Items.
Joom reserves the right to refuse Merchant’s application to use the Site in the following cases:
- absence of registration documents requested by Joom. To be admitted to the Site the Merchant shall be a legal entity in good standing or an entrepreneur properly registered in the United States as such legal entity or entrepreneur and shall be properly registered for tax purposes both federally and in the state of its principal place of business;
- Merchant’s product listing contains products either generally prohibited on Joom as set forth in this Agreement or prohibited and/or restricted for sale through the Site in the country of destination (i. e. the country from which the product can be ordered by the user) and/or in the Merchant’s country. Please also refer to paragraph 3;
- Merchant has low ratings (which shall be at the sole and exclusive discretion of Joom) on other marketplaces (e-commerce platforms) or is not present on them at all; or
- there are bad references regarding Merchant from trusted sources known to both Joom and Merchant.
2. Merchant’s Eligibility
2.1. Merchant’s registration on the Site is available only to duly established US entities and entrepreneurs. 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 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.
2.4. 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.
2.5. You have no right to transfer or sell your Joom Merchant account and username to another party without Joom’s prior written consent.
2.6. 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. Prohibited Items
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):
- live animals, including products incorporating or otherwise containing substances derived from certain animal and plant species (such as exotic animals or endangered species);
- counterfeits, fakes, or “knock-off” products;
- goods coming from outside the United States that have not been introduced in the United States by the owner of the applicable IP rights or with such owner’s prior written consent, including so-called “gray market” or “parallel” imports;
- cultural heritage pieces and artifacts;
- drugs and illegal substances, including related paraphernalia;
- weapons, including firearms, firearms components or accessories, explosives and ammunition, except as permitted under applicable law;
- human remains, cells, genes, organs and body parts or any Items incorporating or otherwise containing such substances;
- all prescription and non-prescription medicines (or other medical products and devices);
- orthopedic products and prosthesis;
- products that incite violence, foster racial, ethnic or religious hatred, or advocate discrimination against any group;
- radioactive material, flammable material, combustible, corrosive or explosive materials;
- postage stamps and currency (including coins and paper currency) in current use;
- tobacco in general (including electronic cigarettes and tobacco for hand rolling purposes);
- alcoholic drinks;
- used clothing;
- law enforcement and other government-issued uniforms, badges or accessories, such as hats, jackets, shirts or replicas of these items;
- sexually-oriented adult material, including listings containing nudity;
- stocks, securities, investments, or credit;
- slot machines or other gambling devices subject to regulation under applicable law;
- products without certificates or licenses which are mandatory for such types of products according to applicable US law or regulations, the applicable legislation of the country of origin and/or country of destination; or
- goods that do not comply with general or specific advertising or labelling rules applicable in the United States and/or the country of destination.
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:
- such products comply with the applicable legislation relating to food products (including, but not limited to U. S. Environmental Protection Agency regulations, U. S. Food and Drug Administration regulations and any applicable customs regulations/restriction);
- such products have labels with all mandatory information required by the country of origin and/or the country of destination;
- information provided on the products is complete and not misleading. Such information includes, inter alia, characteristics of the food and, in particular, as to its nature, identity, properties, composition, quantity, durability, country of origin or source, method of manufacture or production. Such information shall not attribute to the food effects or properties which it does not possess;
- food supplements do not fall into the categories of medicines and do not require obtaining mandatory certificates (or, if food supplements require such certificates and can be sold online according to the applicable legislation, you guarantee and warrant that all necessary certificates are obtained); and
- food supplements marked as such products and that description and labeling of such products do not attribute to food supplements the property of preventing, treating or curing a human disease, or do not refer to such properties.
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. Trade Control Laws
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. Sanctioned Countries, Entities, and Individuals
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:
- North Korea
- Crimea Region of Ukraine
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. Fees, Payments and Delivery
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 buyer (“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 buyers.
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.
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 buyer and shall be done at the Merchant’s expense. In other cases, returns shall be made at the expense of the buyer. 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. Listing and Selling
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 buyer 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.
8. Prohibited, Questionable and Infringing Items and Activities
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:
- must not be false, inaccurate or misleading;
- must not be fraudulent or involve the sale of illegal, counterfeit or stolen Items;
- must not infringe any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;
- must not breach this Agreement, any Site policy or community guidelines, or any applicable law or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- must not contain Items that have been identified as hazardous to consumers;
- must not be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Joom staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;
- must not modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with Joom and/or the Site;
- must not solicit business for, direct sales to, or promote any website, service, or entity outside Joom and/or the Site; and
- must not violate this Agreement, any rules and/or policies of the Site or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).
8.4. Merchant authorizes Joom to handle and resolve buyer’s claims and complaints that relate to refunds and guarantees in accordance with the policies set by Joom and/or PSP. All the payments owed to Merchant shall be made by deducting or withholding the amounts of refunds, compensation and other fees determined by Joom. All decisions regarding refunds are made in the sole discretion of Joom. 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 buyers’ claims, Joom has the right to take necessary steps, 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. Dispute Resolution and Exemption Clause
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.
11. Joom’s Intellectual Property
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:
- investigation of Merchant’s actions on the Site;
- Joom is unable to verify or authenticate any of Merchant’s personal information or Content; or
- Joom believes that a Merchant is acting inconsistently with the letter or spirit of Joom’s policies, has engaged in improper or fraudulent activity in connection with Joom or Merchant’s actions may cause legal liability or financial loss to Joom’s Merchants.
14. No Warranty
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. Liability Limit
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:
- your breach of this Agreement or the documents incorporated by reference;
- your breach of agreements with PSP;
- your non-compliance with applicable laws;
- your Items and associated listing materials, including: (i) the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof; (ii) any actual or alleged infringement of any intellectual property rights thereby; or (iii) any personal injury, death, or property damage related thereto;
- your taxes and duties or the collection, payment, or failure to pay your taxes or duties, or the failure to meet tax registration obligations or duties;
- actual or alleged breach of any representations you have made; or
- revocation of authorizations given to Joom under this Agreement or agreements with PSP.
17. No Guarantee
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.
18. Legal Compliance, Taxes
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 buyer’s residence, regardless of whether the buyer 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). 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.
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.
20. No Partnership
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.
21. Modification and Termination of Joom Service
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.
22. Choice of Law
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.