welcome to the makrs society

Terms And Conditions

Welcome and thank you for visiting this site, which is owned and operated by The Makrs Society, LLC, (collectively, “MAKRS“, “Us” “our” or “We“). These Terms of Use (these “Terms“) are provided by MAKRS and are applicable to all MAKRS digital operations at or through our websites, our mobile/tablet sites, and our social media presence (individually a “Site” and collectively, the “Sites”). The Sites are the property of MAKRS, and We provide these Terms subject to the following conditions. Visitors to our Sites are sometimes referred to in these Terms as “you” or “your” and you and we together are sometimes referred to as the “parties”.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING A SITE. YOUR ACCESS AND/OR USE OF A SITE CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE FOLLOWING TERMS. IF YOU DO NOT FULLY ACCEPT THESE TERMS, DO NOT USE OR ACCESS A SITE.

Table of Contents

1. Effective Date/Revisions to these Terms

2. Privacy

3. Use of the Sites and License

4. Restrictions on Use of the Sites

5. Account

6. Content, Pricing and Accuracy

7. MAKRS Text Programs

8. Applicable Law

9. Shipping Charges and Limitations

10. Confirmation, Cancellation and Coupons

11. Intellectual Property

12. User Content Posted by You

13. Content Posted by Others

14. Third Party Links

15. Disclaimers

16. Limitations of Liability

17. Indemnity

18. Disputes, Choice of Law, and Jurisdiction

19. Arbitration

20. Admissibility

21. Waiver and Severability

22. Entire Agreement

23. Termination

 

24. Additional Assistance

1.    Effective Date/Revisions to these Terms. These Terms are effective as of the date set forth above. MAKRS may revise these Terms at any time and from time to time. We will notify you of changes to these Terms by posting the amended Terms on the Sites at least thirty (30) days before the effective date of the changes. If you have provided us with your email address, We will also notify you of any material changes to these Terms that adversely affect your rights by sending an email at least thirty (30) days before the effective date of the changes to the email address you most recently provided to Us. We encourage you to keep the email address you provide to Us current and to promptly notify Us of any changes to your email address, so that you may receive any notices We send to you regarding material changes to these Terms. If you do not agree to any revisions to these Terms, you should stop using the Sites, and if you are a registered user, you may cancel your account with Us within the thirty (30) day period by contacting Us at info@themakrssociety.com, and you will not be bound by the new terms. Otherwise, the new terms will take effect thirty (30) days after our posting of the change. Our employees do not have the right to modify these Terms orally or otherwise. If any employee of ours offers to modify the provisions of these Terms except using the process described above, he or she is not acting as an agent for Us or speaking on our behalf.

2.    Privacy. Our Privacy Policy applies to your access and use of the Sites,
including any personal information provided via the Sites or via any other
aspect of the Sites. The terms and conditions of our 
Privacy Policy  are hereby incorporated by reference into
these Terms. In addition, the Privacy Policy is subject to the terms and
conditions of these Terms, and in the event of conflict between these Terms and
the Privacy Policy, these Terms shall govern and prevail. The Sites are not
intended for residents of or visitors from or located in countries that are
subject to the General Data Protection Regulation (“GDPR”).

3.    Use of the Sites and License. The Sites are general purpose sites and are not targeted towards children under the age of thirteen (13). By accessing or using the Sites, including by registering an account on a Site, you represent and warrant that you are eighteen (18) years of age or older (or age of majority if higher in your place of residence) and are not a resident of or located in the European Economic Area or any other country subject to the GDPR. If you are under the age of eighteen (18) or age of majority if higher in your place of residence, you should use the Sites only with the involvement of a parent or guardian. Subject to your compliance with these Terms, We grant you a personal, non-exclusive, non-transferrable, limited privilege to access and use the Sites solely for your personal, non-commercial use. This privilege does not include any resale or commercial use of the Sites. We may revoke your access and use of a Site at any time (including if you violate these Terms), and nothing herein constitutes a representation that the Sites will be available to you for your access or use.

4.   Restrictions on Use of the Sites. You agree that you will access and use the Sites only in a lawful manner and only in accordance with these Terms. Additionally, you agree that you will not:

A: Gain access, or attempt to gain access, to any portion of a Site, or any systems or networks connected to a Site, by hacking, password mining or any other illegitimate or unlawful means;

B: Create or maintain any link from another website to any page on a Site without MAKRS prior written permission;

C: Run or display a Site (or any material on a Site) in frames or through similar means on another site, application or location, without MAKRS prior written permission;

D: Modify the information or materials located on a Site in any way or reproduce or publicly display, perform, or distribute or otherwise use any such materials for any public, non-personal or commercial purpose;

E: Use any deep-link, page-scrape, robot, spider, website search application or other automatic device, program or methodology, or any similar or equivalent manual process, to access, copy, retrieve, monitor, mirror, reproduce or index a Site, or any portion of a Site;

F: Collect any data or information regarding users and/or devices, including usernames, personal information, preferences, email addresses or accounts;

G: Create or transmit unsolicited electronic communications, such as spam, use any device, software or routine to interfere or attempt to interfere with the proper working of a Site, or otherwise interfere with users’ enjoyment of a Site;

H: Transmit or upload to a Site any item containing or embodying any virus, worm, defect, trojan horse, software bomb or other harmful or malicious code or feature that does or could interfere with, damage or degrade in any manner the performance or security of a Site or adversely affect a user;

I: Take any action that imposes, in our sole discretion, an unreasonable or disproportionately large load on a Site or the IT infrastructure used to operate a Site;

J: Submit or post to a Site any content that is unlawful or facilitates, constitutes, promotes or encourages illegal activity or otherwise use a Site to transfer, communicate or store illegal material;

K: Scan or test the vulnerability of a Site or any network connected to a Site;

L: Access or use a Site or any User Content (as defined below) in any manner which would violate any applicable local, state, federal or international law (including any laws regarding the export of data or software to and from the United States or other countries); or

M: Attack a Site via a denial-of-service attack or a distributed denial-of-service attack or similar means.

5.    Account. You may be required to create an account to access or use certain areas of a Site, or you may elect to create an account. If you choose to create an account, you are responsible for maintaining the confidentiality of your account (including your username and password information) and also for restricting access to such information, your account and your device. You agree to accept responsibility for all activities that occur under your account or password. Additionally, you agree to notify Us immediately of any unauthorized access or use of your account or password or any other breach of security.

We reserve the right, including if We become aware that you are under the age of eighteen (18) (or age of majority if higher in your place of residence), to terminate your account or registration, at any time. We do not sell products or services to children and do not permit children to have accounts. We sell products and services to adults, who can purchase items with a credit card or other payment method. If you are under the age of eighteen (18) (or age of majority if higher in your place of residence), you may not have an account, and you may use the Sites only with the involvement of a parent or guardian.

Should We determine that your account information may be compromised due to your personal device being infected with a virus, malware, other malicious code, or due to other theft of your account information, We reserve the right to invalidate, delete, or otherwise modify your account in order to protect your account, the accounts of account holders and other MAKRS systems from further damage or exposure. This may include proactively changing your password. Should this need arise, We will make reasonable efforts to inform you of any modifications made via the email address listed for your account.

6.    Content, Pricing and Accuracy. All features, content, availability, specifications, products and prices of products and services described or depicted on the Sites are subject to change at any time without notice. The inclusion of any products or services on a Site at a particular time does not imply or warrant that these products or services will be available at any time. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. We attempt to ensure that information on the Sites is complete, accurate and up-to-date, including the applicable colors; however, the actual color you see depends on your device set-up, and We cannot guarantee that your device will accurately display such colors. Despite our efforts, the information on the Sites may occasionally be inaccurate, incomplete or out-of-date. We make no representation as to the completeness, accuracy or currency of any information on the Sites. For example, products or services included on a Site may be unavailable, may have different attributes than those listed or may carry a different price than what is stated on the Site. In the event of a pricing error or discrepancy on a Site with respect to products or services, We reserve the right to cancel any orders (or partial orders) for such products or services.

7.   MAKRS Text Programs. MAKRS operates marketing and transactional text message programs (each a “Text Program” and together “Text Programs”), which are further described below in detail. The following terms apply to all of the Text Programs:

A: By opting-in to any of the Text Programs, you consent to being sent periodic, autodialed and/or non-autodialed text messages in relation to that Text Program at the telephone number that you provided at the time of joining that Text Program.

B: By completing the opt-in process for any Text Program, you are confirming that the telephone number that you provided at the time of opting-in to the Text Program is your mobile number, and that you have the authority to grant MAKRS the right to send text messages to that mobile number.

C: Joining any of the Text Programs is not a condition of making a purchase.

D: If you change or deactivate your mobile number, you must notify Us of this change at using the “Contact Us” link. 

E: For more information, please use the “Contact Us” link for more information.

F: While all of the Text Programs are free, message and data rates may apply. You should check with your wireless carrier if you have questions about your plan and its coverage.

G: The mobile carriers are not liable for delayed or undelivered messages.

H: MAKRS is not liable for TCPA violations caused by a carrier network failure or malfunction.

I: All of the Text Programs and participation in any Text Program is governed by MAKRS Terms of Use and Privacy Policy.

J: After joining any Text Program, if you no longer wish to be a part of that Text Program, reply “STOP” to the applicable Text Program from which you want to opt-out. After texting “STOP”, you will receive one additional text message confirming that your request has been processed. Please note that if you opt-out of one of the Text Programs, you will not be opted-out of any of the other Text Programs. You will need to opt-out of each Text Program separately. Texting “STOP” is the recommended method for opting out to assure prompt removal. If you choose to request an opt-out by other means it may result in delays in complying with your request.

K: MAKRS may change the Text Program terms or end the Text Programs at any time.

8.    Applicable Law. By registering for an account or placing an order, you represent that the products or services ordered will be used only in a lawful manner and as intended by such manufacturer. The Sites are not intended to subject MAKRS to the laws or jurisdiction of any state, country or territory other than that of the United States, and We do not represent or warrant that the Sites or any part thereof is appropriate or available for use in any jurisdiction besides the United States. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and/or sale of any product or service purchased via a Site.

8.    Applicable Law. By registering for an account or placing an order, you represent that the products or services ordered will be used only in a lawful manner and as intended by such manufacturer. The Sites are not intended to subject MAKRS to the laws or jurisdiction of any state, country or territory other than that of the United States, and We do not represent or warrant that the Sites or any part thereof is appropriate or available for use in any jurisdiction besides the United States. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and/or sale of any product or service purchased via a Site.

9. Shipping Charges and Limitations. When a product order is placed for delivery, it will be shipped to the address designated by the purchaser, as long as such shipping address is compliant with the shipping restrictions contained on the Site. All deliveries of product purchases from a Site are made pursuant to a shipment contract. As a result, risk of loss and title for products purchased from a Site pass to you upon delivery to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments. Shipping charges may exceed actual shipping costs. Some items ordered from a Site may be available for pick up in a store of your choice. If an item is available for pick up, you will be presented with the option to do so when selecting your item for purchase. After placing your order, we will send you an email or text message (if elected) with your estimated pick up time. Please consult your order time confirmation email or text for your specific estimated pick up time. All pick up times are estimates. While we strive to meet specified pick up times as quoted, MAKRS does not make any guarantee that your order will be available at any specific time. MAKRS will not have any liability for any order delays.

10. Confirmation, Cancellation and Coupons. The receipt of an email order confirmation does not constitute our acceptance of an order nor our confirmation of an offer to sell a product or service. We reserve the right, without prior notice and at any time: (a) to limit the order quantity on any product or service and/or to refuse service or fulfillment of any order or to any customer; (b) to discontinue any product or service; (c) to bar any user from making or completing a transaction; and (d) to limit or impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion.

For products purchased from our Sites using a credit card, an authorization may be placed on your credit card when you place an order. You will be charged for an item (and your purchase of such item will be complete) when the item in your order is shipped or picked up in the store, as applicable. Certain custom items may be charged when the order is placed. Partial shipment or partial cancellation of orders may occur.

For products purchased from our Sites using a gift card, the full amount of the purchase price will be applied to your gift card when you place the order. However your purchase of such item is not complete until the item in your order is shipped or picked up in the store, as applicable. Partial shipment or partial cancellation of orders may occur. If an order for an item purchased with a gift card is cancelled, the amount applicable to the cancelled item will be restored to your gift card or you will be issued a new gift card for such amount.

11. Intellectual Property. All text, graphics, information, images, content, video, data, music, code, software, trademarks, trade names, service marks, logos, fonts, custom colors, and other material displayed on, available via, or that can be downloaded from a Site, excluding User Content (collectively, the ” MAKRS IP“), are either the property of, or used with permission by, MAKRS or our service providers and licensors, and are protected by copyright, trade dress, trademark and other laws. Additionally, the design, arrangement, and collection of the MAKRS IP on the Sites, including the look and feel of the Sites (the “Look and Feel“), is the exclusive property of MAKRS and protected by applicable copyright laws. We expressly reserve all intellectual property rights in all MAKRS IP and the Look and Feel. Nothing contained on the Sites grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any MAKRS IP or the Look and Feel without the express written permission of Us or such third party owner.

12. User Content Posted by You. As a user of a Site, you may provide and/or post content, including reviews, comments, suggestions, profile information, photographs, videos, messages, communications and/or other materials (collectively, “User Content“) and/or share it with other users. Subject to any licenses and rights expressly granted herein, any User Content posted by you, is owned by you.

User Content is and will be considered non-confidential and non-proprietary. We may, but are not obligated to, monitor or review any User Content. MAKRS assumes no responsibility for any User Content, whether or not arising under the laws of copyright, libel, privacy, obscenity or otherwise. We shall have no obligations to use, return, review, remove, or respond to any User Content (unless required by law). We retain the right to remove any or all User Content for any or for no reason, including User Content that, in our sole discretion, violates these Terms and reserve the right to terminate your access.

Without limiting the foregoing, We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing Us to disclose the identity or other information of users and/or devices using or accessing the Sites. We are not responsible for claims resulting from our cooperation with law enforcement or court orders however the foregoing does not waive our liability, if any, for (i) claims for personal injury or death caused by our negligent acts or (ii) damages arising from our intentional, willful or reckless misconduct.

You are solely responsible for any User Content you post, publish or display on a Site or transmit to others. You will post only User Content you believe in good faith to be true and accurate, and you will not post to a Site any User Content that is false, inaccurate, misleading or fraudulent. You are prohibited from posting or transmitting any content that:

a.    Is deceptive, misleading, fraudulent, unlawful, threatening, defamatory, libelous, obscene, pornographic or profane;

b.    Promotes illegal activity, encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violates any law;

c.    Violates the rights of a third party;

d.    Is offensive to users of the Site, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; or

e.    Harasses or advocates harassment of another person or entity; or

f.     Reports your use of, or directs other users to maintain or use products any manner which is contrary to that stipulated or provided by the manufacturer, the vendor, or MAKRS.

By uploading User Content to a Site, you hereby grant, and represent and warrant that you have all rights and authority necessary to grant:

(i) MAKRS shall have an irrevocable, perpetual, non-exclusive, royalty-free, fully sub-licensable, fully paid-up, worldwide license and right to use, copy, revise, publicly perform, digitally perform, publicly display and distribute such User Content, and to prepare derivative works based on, or incorporate into other works, such User Content with or without attribution; and

(ii) All users of the Sites an irrevocable, perpetual, non-exclusive, royalty-free license and right to use such User Content for each such user’s personal, non-commercial use, subject to the restrictions set forth in these Terms.

You understand and acknowledge that We may: (a) be working on the same or similar idea to any ideas, expression of ideas or other materials you submit within your User Content (each, an “Idea“); (b) already know of such Idea from other sources; and/or (c) wish to develop such Idea or a similar idea on our own.

13.  Content Posted by Others. Other third parties, including sellers on this Site may post information on our Sites (“Seller Content”). You acknowledge and agree that We have limited control over the Seller Content and User Content posted to the Sites, or any links to other sites, including the content of any messages or posts and manner of posting, and that We do not guarantee the accuracy, integrity or quality of the Seller Content and User Content. All the Seller Content and User Content, including advice and opinions posted by users and sellers, comprises the views and responsibilities of those who post such the Seller Content and User Content and does not necessarily represent our views. We are not obligated to review or remove the Seller Content and User Content and you understand that, by using a Site, you may be exposed to the Seller Content and User Content that is offensive, indecent or objectionable.

14. Third Party Links. From time to time, a Site may contain links to and/or functionality interacting with third party sites that are not owned, operated or controlled by MAKRS. All such links and/or functionality are provided solely as a convenience and do not constitute an endorsement by MAKRS. If you use these links, you will leave the Site. We are not responsible for any content, materials or other information located on or accessible from any other site. We do not endorse, guarantee, or make any representations or warranties regarding any other site; any content, materials or other information located or accessible from such sites; or any results that you may obtain from using such sites. We also do not guarantee that links and/or functionality provided by third parties will be available or error-free, uninterrupted, free from viruses and/or unauthorized access, or otherwise meet your requirements.

IF YOU DECIDE TO ACCESS ANY OTHER SITE LINKED TO OR FROM THE SITES, YOU DO SO ENTIRELY AT YOUR OWN RISK.

 15.   Disclaimers. We do not and cannot warrant that any Site (including any element of a Site) or its servers will be error-free, uninterrupted, free from viruses and/or unauthorized access, or otherwise meet your requirements.

YOU UNDERSTAND THAT MAKRS DOES NOT MANUFACTURE, STORE, OR INSPECT ANY OF THE ITEMS SOLD THROUGH THE SITE. WE PROVIDE THE VENUE. THE ITEMS IN OUR MARKETPLACES ARE PRODUCED, LISTED AND SOLD DIRECTLY BY INDEPENDENT SELLERS, SO MAKRS CANNOT AND DOES NOT MAKE ANY WARRANTIES ABOUT THEIR QUALITY, SAFETY OR EVEN THEIR LEGALITY. ANY LEGAL CLAIM RELATED TO AN ITEM YOU PURCHASE MUST BE BROUGHT DIRECTLY AGAINST THE SELLER OF THE ITEM.  YOU HEREBY RELEASE MAKRS FROM ANY AND ALL CLAIMS RELATED TO THE ITEMS SOLD THROUGH THE SITE, INCLUDING DEFECTIVE ITEMS, MISREPRESENTATIONS BY SELLERS, PRODUCT LIABILITY CLAMS AND CLAIMS AND DAMAGES THAT HAVE CAUSED PHYSICAL INJURY.

YOUR USE OF A SITE (INCLUDING ANY ELEMENT OF A SITE) AND OF ANY USER CONTENT, IS AT YOUR OWN RISK. THE INFORMATION, MATERIALS, PRODUCTS AND SERVICES PROVIDED ON OR IN CONNECTION WITH THE SITES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER MAKRS, NOR ANY OF ITS AFFILIATES, SERVICE PROVIDERS OR SUPPLIERS, WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS, PRODUCTS OR SERVICES PROVIDED ON OR THROUGH THE SITES.

We do not represent or warrant that the health, nutrition, ingredient, allergen or other product information on the Sites is accurate or complete since this information is provided by the sellers. We recommend that you do not rely solely on the information presented on our Sites, and that you consult each seller directly if you have a specific question or dietary concern.

THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

16. Limitations of Liability. We do not assume any responsibility and shall not be liable for any damages to, or viruses or other harmful or malicious code that may infect or affect, your computer, device, telecommunication equipment or other property caused by or arising from your access to, use of, or browsing of a Site, linking to a third party site, or your downloading of any materials or information from a Site and will not be liable for any loss or damage arising from the unlawful, malicious, negligent or wrongful conduct of third parties.

IN NO EVENT WILL MAKRS OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS, ASSIGNS, PARTNERS, VENDORS NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SITES (OR ANY PART OF THE SITES) BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, ACCESS, OR THE RESULTS OF USE OF A SITE, ANY SITES LINKED TO A SITE, OR THE INFORMATION OR MATERIALS CONTAINED IN ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING OUR NEGLIGENCE) OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN THE EVENT OF ANY PROBLEM WITH THE SITES, OR ANY MATERIAL OR CONTENT ON THE SITES, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITES. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN YOU AND MAKRS. IN THE EVENT OF ANY PROBLEM WITH THE PRODUCTS OR SERVICES THAT YOU HAVE PURCHASED ON OR THROUGH A SITE, SUBJECT TO THE EXCLUSIONS BELOW, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE MANUFACTURER OF SUCH PRODUCTS OR SUPPLIER OF SUCH SERVICES, IN ACCORDANCE WITH SUCH MANUFACTURER’S OR SUPPLIER’S WARRANTY, OR TO SEEK A RETURN AND REFUND FOR SUCH PRODUCT OR SERVICE IN ACCORDANCE WITH THE RETURNS AND REFUNDS POLICIES POSTED ON THE SITE.

THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO (i) CLAIMS FOR PERSONAL INJURY OR DEATH CAUSED BY OUR NEGLIGENT ACTS OR (ii) DAMAGES ARISING FROM OUR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT. NOTHING IN THESE TERMS PURPORTS TO EXCLUDE ATTORNEYS’ FEES OR DAMAGES WHERE MANDATED BY STATUTE.

17. Indemnity. You agree to defend, indemnify and hold MAKRS and its respective affiliates, licensors, directors, officers, employees, agents and representatives, harmless from and against any losses, costs, expenses or damages of any nature whatsoever, including attorneys’ fees and court costs, arising from any claim, cause of action, suit or demand of any third party due to, arising out of or relating to your breach of these Terms.

18.  Disputes, Choice of Law, and Jurisdiction.

A: Initial Dispute Resolution. We are available by email at info@themakrssociety.com to address any concerns you may have regarding your use of the Sites. Most concerns may be quickly resolved in this manner. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Any matter and/or dispute relating in any way to your visit to or interaction with a Site, including compliance with these Terms, which is not so resolved shall be submitted to binding confidential arbitration as provided in Section 19 (herein).

B: Choice of Law and Courts for Non-Arbitrated Disputes. These Terms supersede any other agreement between you and MAKRS to the extent necessary to resolve any inconsistency or ambiguity between them. The Sites are administered by MAKRS from its offices in North Carolina. Notwithstanding the arbitration provisions in Section 19, to the extent you have in any manner violated or threatened to violate our intellectual property rights, We may seek injunctive or other appropriate relief in the state courts of the North Carolina or the United States District Court for the Eastern District of North Carolina, and you consent to exclusive personal jurisdiction and venue in such courts.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

19.  Arbitration.

You and MAKRS agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms you can find the AAA Rules here), unless otherwise required by law. **Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.

20. Admissibility. A printed version of these Terms shall be admissible in judicial and administrative proceedings and in arbitration proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

21. Waiver and Severability. No waiver by either party of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of a party to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

22. Entire Agreement. These Terms and our Privacy Policy and Additional Terms constitute the sole and entire agreement between you and MAKRS with respect to the Sites and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.

23. Termination. You or MAKRS may suspend or terminate your account or your use/access of a Site at any time, for any reason or for no reason. You are personally liable for any activity prior to such termination, including any orders that you place or charges that you incur prior to termination. MAKRS reserves the right to change, suspend, or discontinue all or any aspect of the Sites at any time without notice except as provided in these Terms.

24. Additional Assistance. If you do not understand any of the foregoing Terms or if you have any questions or comments, We invite you to contact Us in the following manner:

For general comments or questions about our email our Customer Service Department at info@themakrssociety.com . You can also reach us by mail at 1825 Wescott Drive, Raleigh, NC, 27614, ATTN: Customer Service.

Seller's Agreement Policy

General Terms of the MAKRS SOCIETY SELLERS AGREEMENT

Welcome and thank you for becoming a member of the MAKRS SOCIETY. We have created a marketplace for the purpose of promoting local artisans, creators, innovators and makers. The following are the terms, conditions and expectations set forth for all sellers while operating in the marketplace:

THIS SELLERS AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND MAKRS SOCIETY, LLC. BY REGISTERING FOR OR USING THE SERVICES, YOU, ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT, AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. 

As used in this Agreement, “we,” “us,” and “Makrs” means Makrs Society, LLC, and any of its applicable Affiliates, and “you” (including “your”) means the applicant, if registering for or using a Service as an individual, or the business employing the applicant, if registering for or using a Service as a business, and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern, and the applicable Service Terms will prevail over the Program Policies.

This Agreement is in conjunction with the Terms of Use policy.  By enrolling in the Services, you are agreeing to this Agreement and our Terms of Use

  • Definitions.

“Confidential Information” means information relating to us, to the Services or Makrs customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services; data derived from the Services except for data, other than customer personal data, arising from the sale of your products comprised of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.

“Insurance Limits” means One Million U.S. Dollars ($1,000,000).

“Insurance Threshold” means Ten Thousand U.S. Dollars ($10,000).

“Intellectual Property Right” means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

“Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.

“Order Information” means, with respect to any of Your Products ordered through the Site, the order information and shipping information that we provide or make available to you.

“Person” means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

“Program Policies” means all policies and program terms provided on the Privacy Policy and the Terms of Use page.

“Sales Proceeds” means the gross proceeds from any of Your Transactions, including (a) all shipping and handling, gift wrap and other charges; (b) taxes and customs duties to the extent specified; and (c) in the case of invoiced orders, any amounts that customers fail to pay to us on or before the applicable invoice due date.

“Seller Hub” means the online portal and tools made available by Makrs to you, for your use in managing your orders, inventory and presence on a particular Site or any other online point of presence.

“Service” means selling on Makrs Site together in each case with any related services and materials we make available.

“Service Terms” means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and delivery date.

“Site” means our websites, our mobile/tablet sites and our social media presence.

“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats or other similar materials; and (c) software, hardware, code, technology or other functional item.

“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia, or any other source or business identifier protected or protectable under any Laws.

“Your Materials” means all Technology, Your Trademarks, Content, Your Product information, data, materials and other items or information provided or made available by you or your Affiliates to Makrs or its Affiliates.

“Your Personnel” means any third party warranting, administering or otherwise involved in the offer, sale, performance or fulfillment of Your Products, including any of your employees, representatives, agents, contractors or subcontractors.

“Your Product” means any product that you: (a) have offered through the Makrs Site; (b) have made available for advertising through the Makrs Site; or (c) have fulfilled or otherwise processed through the Makrs Site. Your Product must be limited to handmade items, which are made, sketched, templated, prototyped, planned, and/or designed by you (limited customization such as selecting colors, shapes or choosing from ready-made options does not meet Makrs’ standards) and/or are vintage items which are at least twenty (20) years old.

“Your Sales Channels” means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.

“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, regulatory fees, levies (specifically including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange. Also, if the tax is levied in the United States, Mexico or Canada, the types of taxes, duties, levies or fees mentioned above that are imposed on or collectible by Makrs or any of its Affiliates in connection with or as a result of Your Transaction.

“Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from, and not embedded or otherwise incorporated in, any product specific information or materials.

“Your Transaction” means any sale of Your Product(s) through the Makrs Site.

  • Enrollment.

To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and contracts under applicable Law. As part of the application, you must provide us with your, or your business, legal name, address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Makrs Privacy Policy

  1. Service Fee Payments; Receipt of Sales Proceeds.

You are responsible for all of your expenses in connection with this Agreement. To use a Service, you must provide us with valid credit card information from a credit card or credit cards acceptable by Makrs (“Your Credit Card”) or valid bank account information for a bank account or bank accounts acceptable by Makrs (“Your Bank Account”). You authorize us and will provide us documentation evidencing your authorization upon our request to verify your information, including any updated information, to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us in reimbursement or otherwise. All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us.

 

If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies or other risks to Makrs or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to Makrs or third parties persist. For any amounts that we determine you owe us, we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us in reimbursement or otherwise against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Program Policies, then we may in our sole discretion permanently withhold any payments to you. 

In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies or other risks to Makrs or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Program Policies, may result in their forfeiture.

As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (a) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (b) if we permit a customer to withdraw from a transaction because a Makrs Site or Service is unavailable following the commencement of a transaction.

  1. Service Fees.  Makrs shall charge you a fifteen percent (15%) fee (“Service Fee”) for the use of the Services on this Site, unless otherwise stated. The Service Fee shall be processed on each transaction using the e-commerce tools utilized by Makrs. The Service Fee amount will be assessed on each transaction based on the gross order amount, which shall include shipping and tax. The Service Fee will be reflected in your payment account and will be deducted from Your Transaction amount at the time the payment is rendered. In the event of any partial or full returns credited back to a buyer, the Service Fee will be recalculated to reflect the revised transaction price. The difference between the original Service Fee and the revised Service Fee will be applied to you through your Makrs’ account.  We are not responsible for any fees due to holds or delayed deposits that may occur as a result of the third-party processor. 
  2. Reporting Obligations. Makrs may be required to file a Form 1099-K with the Internal Revenue Service. This Form shall report unadjusted annual gross sales information.  You are required to comply with request for a tax-payer identification number. Your failure to comply may result in cessation of your Makrs’ account. 
  3. Seller Responsibilities.
  4. Seller Hub.  Upon enrollment with Makrs, you will be issued a payment account through your Seller Hub which allows you to track payment amounts, refunds, and fees related Your Transactions. You must provide accurate personal information as requested during registration, and you are responsible for maintaining and updating that information as necessary. 
  5. Disputes. You are responsible for resolving any and all disputes with a buyer in accordance with the terms of this Agreement.  In the event that a dispute is escalated to Makrs, Makrs reserves the right to issue a refund to buyer if a transaction is found to be in breach of this Agreement or our policies.  In the event that a buyer submits a chargeback, Makrs reserves the right to respond to the credit card processor with regard to Your Transaction. You agree to provide any requested information to Makrs within five (5) calendar days of the request. We reserve the right to recoup funds associated with buyer chargebacks.

If we believe that your actions may result in buyer disputes, chargebacks or other claims, then we may, at our discretion, put a hold on or delay payment to your account. 

  1. Refunds.  In the event that Makrs must issue a refund to the buyer, Makrs shall deduct funds from your payment account through your Seller Hub.  If there are insufficient funds to cover the amount of the refund, the balance will be charged to Your Credit Card. 
  2. Problems with Product. You are responsible for any non-performance, non-delivery, misdelivery, theft, other mistake or act in connection with the fulfillment of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, you are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls or safety alerts of Your Products or other products provided in connection with Your Products.
  3. Product Listing. You will provide accurate and complete information, including accurate photographs, honest processing times or ship-by dates, regarding Your Product for each product or service that you offer through the Site and promptly update that information as necessary to ensure it remains accurate and complete at all times. You will also ensure that Your Materials, Your Products, including packaging, and your offer and subsequent sale of any of the same on the Site will comply with all applicable Laws, including all minimum age, marking and labeling requirements, and do not contain any sexually explicit, except to the extent expressly permitted by Makrs, defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer or promote items, products or materials that will not be offered on the Site or provide or promote any hyperlinks or URLs for use the Site. If you offer a product for sale on the Site that requires a warning under any state or federal requirement you (a) will provide us with such warning in the manner specified by law, (b) agree that our display of a warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a warning for a product when the prior warning is no longer legally required.
  4. Shipping and Handling Charges.For Your Products ordered by buyers on or through the Site, you will determine the shipping and handling charges subject to free shipping, a flat rate shipping charge or domestic service charge as designated by Makrs from time to time.  You are responsible for shipping Your Products to buyers and making sure that your buyers receive the order.
  5. Credit Card Fraud and Unpaid Invoices.We will bear the risk of (a) credit card fraud (e.g., a fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, and (b) late payments or defaults by buyers in connection with invoiced orders for Your Products, except, in each case, in connection with Your Transactions that are not fulfilled strictly in accordance with the Order Information and Shipment Information. You will bear all other risk of fraud or loss.
  6. Customer Service. Makrs we will have no customer service obligations other than to pass any inquiries to your attention at the contact you provide and to make available a reasonable amount of information regarding the status of the fulfillment of Your Products and Your Transactions, if you request it and to the extent we possess the requested information. You will ensure that all of your policies and messaging to your customers regarding shipping of Your Products and other fulfillment-related matters, reflect our policies, terms and conditions and the terms of this Agreement, including with regard to shipping methods, returns and customer service.
  7. Term and Termination.

The term of this Agreement will start on the date of your completed registration for use of a Service and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via Seller Hub, email, the Contact Us form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with thirty (30) days advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within seven (7) days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or  illegal activity; or (c) your use of the Services has harmed, or our controls identify that it might harm, other sellers, customers or Makrs’ legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means including Seller Hub, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.

  1. Third Party Services.

Makrs utilizes third-party service providers for payment procession, including credit card processing, identity verification, fraud analysis, regulatory compliance and currency exchange. We partner with Paypal, Stripe and other licensed payment processors to facilitate card payments and payments of funds from you to us.  You are responsible for ensuring sufficient funds in your bank account when a provider processes a payment, as defined in Section 3 of this Agreement. Makrs reserves the right to contact you directly and to seek payment in the event that you are in default.   You authorize us to share your personal or transactional information with the third-party service providers when it is necessary to process payments.

By using a third-party service, you will be subject to the terms and conditions of the third-party. If we receive notice that you have promoted content or your activity violates a third-party’s service agreement, Makrs, at its discretion, may take action against your account including cancelling a transaction, disabling a listing on your Seller Hub or removing a certain payment method. 

  1. Appointment of Collection Agent.

You hereby appoint Makrs as your agent for the limited purpose of receiving, holding, and settling payments to your account.  Makrs will only settle payments that are received by Makrs on behalf of you, less any amounts owed to Makrs and subject to this Agreement.  You agree that a payment rendered by a customer on the Site, who purchases Your Product, satisfies the customer’s obligation to make payment to you. Seller will have recourse only against Makrs and not the customer. 

  1. License.

You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials for the Services or other Makrs products or services; provided, however, that we will not alter any of Your Trademarks from the form provided by you, except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same, and will comply with your removal requests as to specific uses of Your Materials; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law.

  1. Representations.

Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the state in which the business is registered; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party is at all times accurate and complete; and (d) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

  1. Indemnification.
  2. Your Indemnification Obligations. You will defend, indemnify and hold harmless Makrs and our officers, directors, employees and agents, against any third-party claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Products, including the offer, sale, fulfillment, refund, cancellation, return or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, to the extent the injury or death is not caused by Makrs, or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.
  3. Makrs Indemnification Obligations. Makrs will defend, indemnify and hold harmless you and your officers, directors, employees and agents against any third-party Claim arising from or related to: (a) Makrs non-compliance with applicable Laws; or (b) allegations that the operation of a Makrs store infringes or misappropriates that third party’s intellectual property rights.
  4. Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
  5. Disclaimer & General Release.
  6.  THE MAKRS SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS”.  AS A USER OF THE SERVICES, YOU USE THE MAKRS SITE, THE SERVICES AND SELLER HUB AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION 5 ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (A) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (B) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MAKRS SITE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.
  7. BECAUSE MAKRS IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES MAKRS, AND ITS AGENTS AND EMPLOYEES, FROM 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.
  8. Limitation of Liability.

WE WILL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE, TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF MAKRS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX (6) MONTH PERIOD PAID BY YOU TO MAKRS IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

  1. Tax Matters.

As between the parties, you will be responsible for the collection, reporting and payment of any and all of Your Taxes, except to the extent that (a) Makrs automatically calculates, collects or remits taxes on your behalf according to applicable law; or (b) Makrs expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by Makrs and used by you. You agree to and will comply with applicable tax policies for your jurisdiction. All fees and payments payable by you to Makrs under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding, including, but not limited to, cross-border withholding taxes, and you will be responsible for paying Makrs any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.

  1. Confidentiality and Personal Data.

During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and five (5) years after termination: (a) all Confidential Information will remain Makrs’ exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way, including in promotional material, without our advance written permission, or misrepresent or embellish the relationship between us in any way. Generally, you may not use customer personal data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times. The above five (5) years term limit does not apply to customer personal data.

  1. Force Majeure.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

  1. Relationship of the Parties.

Subject to the terms of this Agreement, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Makrs, you and customers. Between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

  1. Modification.
  2. We will provide at least fifteen (15) days advance notice in accordance with Section 16 for changes to the Agreement.
  3. However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services, where this does not materially adversely affect your use of the Services; or (c) to restrict products or activities that we deem unsafe, inappropriate or offensive. We will notify you about any change or modification in accordance with Section 16.
  4. Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 16 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 4.
  5. Password Security.

Any password we provide to you may be used only during the Term to access Seller Hub, or other tools we provide, as applicable, to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party, other than third parties authorized by you to use your account in accordance with this Agreement, and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

  1. Miscellaneous.

The Laws of the State of North Carolina will govern this Agreement. You consent that any dispute with Makrs or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (a) you may assert claims in a small claims court that is a Governing Court if your claims qualify and (b) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court, including injunctive and declaratory relief or statutory damages, and must follow the terms of this Agreement as a court would.  The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If for any reason a claim proceeds in court rather than in arbitration Makrs and you each waive any right to a jury trial.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to Makrs, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Makrs as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Makrs retains the right to immediately halt any of Your Transactions, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items or any items otherwise prohibited by applicable Makrs policy. Because Makrs is not your agent, except for the limited purpose set out in the Transaction Processing Service Terms, or the customer’s agent for any purpose, Makrs will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.

If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.