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Vendor General Terms & Conditions Content

Vendor Terms of Service

These General Terms of Service (“General Terms”) are a legal agreement between you, as a current or prospective Vendor of Bermuda Shops’ services (“you,” “your”) and Bermuda Shops. (”Shops,” “we,” “our” or “us”) and govern your use of Shops’ services. By using any of the Services, you agree to these General Terms and any policies referenced within (“Policies”), including our Privacy Policy (insert policy) and terms that limit our liability (see Section 17) which are collectively incorporated herein by reference. You also agree to any additional terms specific to Services you use (“Additional Terms”), such as those listed below, which become part of your agreement with us (collectively, the “Terms”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these Terms, and that business accepts these Terms.

Shops Account Registration

You must open an account with us “Shops”) to use the Services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your Shops Account, including for any actions taken by persons to whom you have granted access to the Shops Account. We reserve the right to change the account type, suspend or terminate the Shops Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

Revisions, Disclosures and Notices

We can make updates to our terms of service at any time, and we’ll notify you of these updates as appropriate. By continuing to use our services after these updates, you agree to the revised terms.

You also agree to receive notices from us electronically.

We may amend the Terms at any time with notice that we deem to be reasonable under the

circumstances, by posting the revised version on our website or communicating it to you via email. The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version.

We may provide disclosures and notices required by law and other information about your Shops Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Shops Account or that you otherwise provided to Shops. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact Shops Support. If we are not able to support your request, you may need to terminate your Shops Account.

Restrictions

You may not, nor may you permit any third party, directly or indirectly, to:

  1. engage in any activity that may be in violation of regulations administered by Bermuda Law or applicable international laws. If found to be in apparent violation of these restrictions, your account could be terminated and your funds could be held for an indefinite period of time;
  2. access or monitor any material or information on any Shops system using any manual process or robot, spider, scraper, or other automated means;
  3. except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
  4. perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure;
  5. copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from Shops;
  6. use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;
  7. transfer any rights granted to you under these General Terms;
  8. use the Services in a way that distracts or prevents you from obeying traffic or safety laws;
  9. use the Services for the sale of firearms, firearm parts, ammunition, weapons or other devices designed to cause physical harm;
  10. use the Services for any illegal activity or goods or in any way that exposes you, other Shops users, our partners, or Shops to harm; or
  11. otherwise use the Services except as expressly allowed under these Terms.

If we reasonably suspect that your Shops Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Shops Account, and any of your transactions with law enforcement.

Your Content

The Services may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Content”).

. You retain all rights in your Content, subject to the rights you granted to us in these General Terms.

You may modify or remove your Content via your Shops Account or by terminating your Shops Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.

You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or Intellectual Property Rights; (d) contains corrupted data or any other harmful, disruptive, or destructive files; or (e) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Shops, its affiliates or its customers or other persons to harm or liability of any nature.

Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. Shops may also monitor such Content to detect and prevent fraudulent activity or violations of Shops’ General Terms. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.

Copyright and Trademark Infringement

We respect the intellectual property rights of others and ask you to do the same. We respond to all valid claims that infringe on the intellectual property rights of others, and when appropriate will suspend or terminate the accounts of repeat infringers.

Security

You are solely responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Shops Account or any other breach of security. You will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with Shops and provide all information requested by Shops to remediate the breach. Any assistance provided by Shops in relation to a security breach does not in any way operate as acceptance or acknowledgement that Shops is in any way responsible or liable to you or any other party in connection with such breach.

Notwithstanding Sections 20 and 21, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any Shops Account subject to dispute) will be final and binding on all parties.

Privacy

Your Personal Information

By using any of our Services as a Shops seller, you acknowledge our data practices that apply to you, as set out in the Shops Privacy Policy (the “Privacy Notice”). The Privacy Notice explains how Shops collects, uses and protects the personal information you provide to us where Shops makes use of your personal data to provide you with the Services or for its own purposes. You are required to familiarize yourself with the Privacy Notice prior to using the Services.

Your Customers’ Personal Information

Shops will process certain of your customers’ personal data on behalf of your business as a service provider (“data processor”). In such circumstances, you agree that you will comply with the data protection laws applicable to you and will provide data subjects with information on the processing of their personal information which satisfies the transparency requirements of such data protection laws and which ensures that personal data may be processed fairly, lawfully and in a transparent manner.

Communications

You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us when you sign-up for a Shops account or update the contact information associated with your account. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services.

You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You may only opt-out of text messages from Shops by replying STOP. You acknowledge that opting out of receiving communications may impact your use of the Services.

Paid Services

Shop’s Services include both paid-for Services (“Paid Services”) and Free Services, for which no fees are charged (“Free Services”). Shops offers certain Paid Services to be paid for on a recurring basis

(“Subscription Services”) and others on an as-used basis (collectively, “Paid Services Fees”). Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes (“Subscription Fee”).

Paid Service Fees will be paid by debit card, credit card, or deducted from your transaction proceeds; however, Paid Service Fees related to hardware may only be paid by debit card or credit card. When you link a debit or credit card to your account, you authorize us to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device, we reserve the right to collect Paid Service Fees by deduction from your transaction proceeds, or the Balance (as defined in the Payment Terms) in your Shops Account.

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the first of every month for monthly charges and the start of the year for annual charges until cancelled. You may cancel a Subscription Service at any time from your Shops Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.

Modification and Termination

We may terminate these General Terms or any Additional Terms, or suspend or terminate your Shops Account or your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes by email or at the next time you attempt to access your Shops Account. You may also terminate the General Terms and Additional Terms applicable to your Shops Account by deactivating your Shops Account at any time.

Returns & Refund Policy

All refunds requested by customers will be initiated by Shops using the balance in the applicable Vendor account. If there are insufficient funds, Shops will process the refund using the Vendor credit card on file.

Vendors must honor refunds if requested by the customer within 14 days of original purchase. Refunds can take 3-10 business days to complete. Generally, the customers who have completed the initial payment with Visa or Mastercard will see a pending transaction for the refund on their bank account around 2-5 days after the refund has been initiated by Shops. Please keep in mind that the time frame to post a pending refund is ultimately up to the card issuing bank.

Chargebacks

There are several situations that qualify for requesting a chargeback:

  • Fraud or unauthorized charges on a customer account
  • Packages that were never delivered to or received by the customer
  • Damaged or defective items received by the customer
  • Incorrect charges on the customer account (The cost of the item purchased was different than what was actually charged)

1. If for any reason Shops receives a dispute, claim, and/or chargeback you acknowledge that we have the right to:

  1. Immediately assess a non-refundable fee of $25 to investigate the claim in addition to the full cost of the charge being disputed. The fee will be taken from the balance in the applicable Vendor account. If there are insufficient funds, Shops will use the Vendor credit card on file.
  1. immediately close your Shops Account with or without any notice; and/or

b) immediately place restrictions on your Shops account with or without any notice, including:

i) the restriction on making sales on the Shops platform ii) the restriction on making transfer to your bank account from the proceeds of sales

iii) the restriction on adding any new items to your Shops account. The duration of the restrictions will be set at the discretion of Shops’ Management;

c) terminate the Vendor Agreement in accordance with Clause10of that Agreement.

2. The Company will not be held liable for any loss, cost or charge incurred resulting directly or indirectly from the exercise of our right to place restrictions on your Shops account as provided in this policy.

Effect of Termination

If these General Terms or your Shops Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) you agree to immediately terminate and cease use of all Services, (c) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination: 5 (Your Content), 6 (Copyright and Trademark Infringement), 7 (Security), 8 (Privacy), 12 (Effect of Termination), 13 (Ownership), 15 (Indemnity), 16 (Representations and Warranties), 17 (No Warranties), 18 (Limitation of Liability and Damages), 19 (Third Party Products), 20 (Disputes), 21 (Binding Individual Arbitration), 22 (Governing Law), 23 (Limitation on Time to Initiate a Dispute), 24 (Assignment), 25 (Third Party Service and Links to Other Web Sites), and 28 (Other Provisions).

Your License

We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Paid Services, and a royalty-free, limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Free Services as authorized in these General Terms. We may make updates to the Services available to you, which you must accept to continue using the Services. Any such updates may be subject to additional terms made known to you at that time.

Ownership

We reserve all rights not expressly granted to you in these General Terms. The Services are protected by copyright, trademark, patent and other laws of the United States and other countries. We own all rights, title, and interest, in and to the Services and all copies of the Services. These General Terms do not grant you any rights to our trademarks or service marks.

For the purposes of these General Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You may submit feedback, comments or ideas about the Services (“Ideas”). Submitting Ideas is entirely voluntary, and we will be free to use such ideas as we see fit without any obligation to you.

Indemnity

You will indemnify, defend, and hold us and our respective employees, directors, agents, affiliates and representatives harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any third-party claims made by your Buyer regarding Shops’ processing of your customer/Buyer’s Personal Information in connection with providing you with the Services; and (f) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code; and (g) any transaction, purchase, good or service in respect of which Shops provides, or provided, you with payment processing services in accordance with the Terms.

Representations and Warranties

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these General Terms; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all relevant laws, rules, and regulations applicable to you and/or your business (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these Terms.

No Warranties

THE USE OF “SHOPS” IN SECTIONS 17 AND 18 MEANS SHOPS, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).

THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS

EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, SHOPS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

SHOPS DOES NOT WARRANT, REPRESENT OR GUARANTEE IN ANY WAY THAT THE SERVICES ARE

ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE,

WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR FIT FOR ANY PARTICULAR PURPOSE.

Shops does not warrant, endorse, guarantee, or assume responsibility or liability for any product or service advertised or offered by a third party. Shops does not have control of, or liability for, goods or services that are paid for using the Services.

Limitations of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHOPS BE LIABLE FOR

ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES,

INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER

INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, SHOPS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL SHOPS BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR SHOPS ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF SHOPS IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON

CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SHOPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Disputes

“Disputes” are defined as any claim, controversy, or dispute between you and Shops whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or Shops that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.

Court Proceedings.

You agree that any judicial proceedings will be brought in and you hereby consent to the exclusive jurisdiction and venue in Bermuda courts.

Governing Law

Our relationship is governed by the laws of Bermuda.

Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one month after the cause of action accrues.

Assignment

These General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

Third-Party Beneficiaries

No provision in these General Terms, and any applicable Additional Terms is intended or shall create any rights with respect to the subject matter of these General Terms, and any applicable Additional Terms in any third party.

Other Provisions

These General Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and Shops regarding the Services. In the event of a conflict between these General Terms and any other Shops agreement or Policy, these General Terms will prevail and control the subject matter of such conflict. If any provision of these General Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.

General

Privacy Notice

Refund Policy

Chargeback Policy