May 31, 2016
This SignCatch Merchant Partner Agreement is a legal agreement between the Seller, also referred to as Merchant Partner ("you", "your") and SignCatch, Inc. by itself or through any of it's affiliate company ("SignCatch", "we", "our", "us") governing your use of the SignCatch website applications, mobile applications, hardware products and other features offered within the SignCatch platform (together, the "Services").
For the purposes of this agreement, a SignCatch Seller or a SignCatch Merchant Partner is an individual or a business entity with valid SSN, Tax ID, a bank account holder with a banking institution, or someone who signed up for SignCatch Services by selecting a Service Package offered by SignCatch through its website. This agreement elaborates the terms and conditions and clauses for liability etc., and your responsibility as a SignCatch Merchant Partner.
SignCatch Account Registration
You must open an account with SignCatch (a "SignCatch Merchant Partner Account") in order to use the Services. Our registration process will ask you for information including your name, business name and other personal and business information. You must provide accurate and complete information in response to our questions. You must also keep the information that you provide up-to-date.
Verification and Inspection
In consonance with the territorial laws and jurisdiction, SignCatch may request for additional documents for verification. SignCatch will review some or all of the information that you submit in connection with your request to sign up for the Services. In order to be eligible to use the Services, you must agree that SignCatch may share information about you and your SignCatch Account to its processor. After you submit your application, SignCatch may conclude that you will not be permitted to use the Services.
By accepting the terms of this Agreement, you specifically authorize SignCatch to request identify, verifying information about you, including a consumer report that contains your name and address. SignCatch may periodically obtain additional reports to determine whether you continue to meet the requirements for a SignCatch Account.
You agree that SignCatch is permitted to contact and share information about you and your application (including whether you are approved or declined), and your SignCatch Account with your bank or other financial institution. This includes sharing information
- about your transactions for regulatory or compliance purposes,
- for use in connection with the management and maintenance of the service,
- to create and update their customer records about you and to assist them in better serving you, and
- To conduct SignCatch's risk management process.
Your SignCatch Merchant Partner Account
By creating a SignCatch Merchant Partner Account, you undertake that the details given by you are correct and in case any information is found to be false, SignCatch shall not be liable for any effect thereof.
By creating a SignCatch Merchant Partner Account, you also confirm that you will not use the SignCatch platform to sell and accept payments in connection with the following businesses or business activities:
- any illegal activity,
- buyers or membership clubs,
- credit counseling or repair agencies,
- credit protection or identity theft protection services,
- direct marketing or subscription offers or services,
- infomercial sales,
- internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries),
- multi-level marketing businesses,
- inbound or outbound telemarketers,
- prepaid phone cards or phone services
- rebate based businesses,
- up-sell merchants,
- betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races,
- financial institutions offering manual or automated cash disbursements,
- financial institutions offering merchandise and services,
- sales of money-orders or foreign currency by non-financial institutions,
- wire transfer money orders,
- high-risk merchants, including telemarketing merchants,
- adult entertainment oriented products or services (in any medium, e.g., internet, telephone or printed material),
- internet/mail order/telephone order firearm or weapon sales,
- internet/mail order/telephone order cigarette or tobacco sales,
- drug paraphernalia,
- occult materials,
- hate products,
- escort services, and
- Bankruptcy attorneys.
By accepting this Agreement you confirm that you will satisfy these requirements.
Your SignCatch Merchant Partner Account permits you to offer loyalty and rewards programs to your customers. However, the same has to be in consonance with the territorial laws of that country. You agree to make available to your customers any terms and conditions applicable to your loyalty and rewards program.
SignCatch is engaged in providing a cloud based / SaaS platform for businesses to design and deploy their white labelled websites, online/ e-commerce stores, PoS (Point- of-Sale) solutions, allied marketing and customer facing transaction tools. You can use the platform to list products you want to sell at the price you want to sell. You may also use the services to provide additional services like loyalty programs to you customers. These additional services will be visible to customers who SignUp on your website/storefront.
Payments Processing and Financial Settlements
SignCatch does not operate as a payment processing company, nor does it provide any fund settlement services as a result of sale performed using our Services (website, mobile app, print and diplay promotions, or any of your products which has a tagline "Powered By SignCatch" within its property). Securing a payment processor or a payment gateway, for both online and POS transaction is the responsibility of the Merchant Partner and you will be able to select the payment processor of your choice from with the SignCatch services.
SignCatch has partnered with a number of third party financial institutions and payment gateway companies and may offer these at the time of signing up for our services. At all these instances, SignCatch purely acts as a facilitator and does not take any responsibility in case of issues arising between you and the third party involved. Once you express interest in signing up for the third party services, SignCatch will connect you with the third party involved, and then it will be upto you to sign an agreement between yourself and the third party. Sometimes, this agreement may be signed using the SignCatch platform, and in all those cases, you will be informed beforehand and you will have access to a separate agreement elaborating the terms and conditions for use of such third party services.
All financial settlements arising as a result of sale of good and services from within the SignCatch platform will be handled by the payment processor. SignCatch will provide your customers a transaction "Success" or "Failure" notification depending on the response we get from the payment processor, and will also provide you a real time transaction report with all details. In case of any payment delays or stoppages, you should connect with the payment processor for information. Incase of a dispute between you and the third party payment processor, SignCatch may intervene to provide accurate transactional records to help resolve the dispute. SignCatch may also decide to delist any particular third party payment processor, if we feel you are being unfarely treated by the payment processor.
Unauthorized or Illegal Use
We may decide not to authorize any transaction that you submit to us if we believe that the transaction is in violation of any SignCatch agreement, or is result of a fraud or any other criminal acts. You give us express authorization to share information about you, your SignCatch Account, and any of your transactions with law enforcement.
We may decide not to process a transaction if we believe that the transaction is in violation of any SignCatch agreement, or exposes you, other SignCatch users, our partners, or SignCatch to harm. Harm includes fraud and other criminal acts. If we reasonably suspect that your SignCatch User Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your SignCatch User Account, and any of your transactions with law enforcement agencies and other judicial authorities.
You agree to pay the applicable subscription fees as per the service plan selected by you at the time of signing up.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any SignCatch Account, order processing, debiting or crediting.
Delivery & Return of Products
SignCatch, depending on the territory, may facilitate shipping services in association with one or more shipping companies. Merchant Partner may decide to use shipping services suggested by SignCatch, However, SignCatch will not be responsible for ensuring pick-up or delivery of the product, nor will it be responsible for the condition of the product delivered.
In case the merchant partner chooses to use shipping services suggested by SignCatch, at the time when the customer is placing an order, a notification electronic or otherwise, will be sent to the merchant partner as well as the shipping company. The shipping company will communicate with the merchant partner to coordinate product pickup accordingly.
Your customers will be able to initiate returns as per the returns policy specified by you. As soon as the customer initiates a return, a return pick up notification will be sent to either the shipping partner or the Merchant Partner in case the shipping agent is of the Merchant Partner. The shipping partner will communicate with the customer to coordinate pick.
SignCatch gives you the ability to initiate a refund based on customer's request. The refund request will go through your payment processor and will follow the same terms and conditions as laid out between you and the payment processor.
SignCatch Processing Errors
We will attempt to rectify processing errors that we discover. If the error resulted in your receipt of less than the correct amount to which you were entitled, SignCatch will credit your SignCatch Account for the difference. If the error results in your receipt of more than the correct amount to which you were entitled, SignCatch will debit the extra funds from the payment method on file or raise a separate invoice. SignCatch will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
SignCatch respects the intellectual property rights of others and asks you to do the same. It is SignCatch's policy to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Services in a way that constitutes copyright infringement, please contact SignCatch's copyright agent at the address below and provide the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- a description of the copyright-protected work that you claim has been infringed;
- the location on the Services of the material that you claim is infringing;
- your address, telephone number, and email address;
- a statement by you regarding your good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
By submitting a copyright infringement notice, you acknowledge and agree that SignCatch or its copyright agent may forward the information you provide in this notice to the person who uploaded the allegedly infringing material. You may send notice of copyright infringement to SignCatch in case required.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure.However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
If your SignCatch Account is terminated for any reason or no reason, you agree:
- to continue to be bound by this Agreement,
- to immediately stop using the Services,
- that the license provided under this Agreement shall end,
- that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and
- that SignCatch shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or account data.
Your Right to Terminate
You may terminate this Agreement and other SignCatch agreements by closing your SignCatch Account at any time. Upon closure of a SignCatch Account, any pending transactions will be cancelled.
Suspension or Termination by Us
We may terminate this Agreement and close your SignCatch Account for any reason or no reason at any time upon notice to you. We may also suspend the Services and access to your SignCatch Account if you
- have violated the terms of this Agreement, any other agreement you have with SignCatch, or SignCatch's policies,
- pose an unacceptable credit or fraud risk to us, or
- provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
Effect of Termination
We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.
SignCatch grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Services solely to list your products for sale and to manage the funds you so receive, in accordance with this Agreement. The Services include our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by SignCatch. You will be entitled to download updates to the Services, subject to any additional terms made known to you at that time, when SignCatch makes these updates available.
While we want you to enjoy the Services, you may not, nor may you permit any third party to do any of the following:
- access or monitor any material or information on any SignCatch system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with SignCatch that expressly grants you an exception to this prohibition;
- copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from SignCatch;
- permit any third party to use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;
- transfer any rights granted to you under this Agreement;
- violate the restrictions in any robot exclusion headers on the Services or any SignCatch service or product, 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, except to the extent that such restriction is expressly prohibited by law;
- 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 users, or impose an unreasonable or disproportionately large load on our infrastructure; or
- otherwise use the Services except as expressly allowed under this section.
The Services are licensed and not sold. SignCatch reserves all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trade secret and other intellectual property laws. SignCatch owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. This Agreement does not grant you any rights to SignCatch's trademarks or service marks.
For the purposes of this Agreement, "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 as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our other products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place SignCatch under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, SignCatch does not waive any rights to use similar or related ideas previously known to SignCatch, or developed by its employees, or obtained from sources other than you.
You will indemnify, defend, and hold us and our providers harmless (and our respective employees, directors, agents, affiliates and representatives) 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 any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to:
- any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Policies or' rules;
- your wrongful or improper use of the Services;
- any transaction submitted by you through the Services (including without limitation the accuracy of any Product Information that you provide or any claim or dispute arising out of products or services offered or sold by you);
- your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;
- your violation of any law, rule or regulation of the United States or any other country; (f) any other party's access and/or use of the Services with your unique username, password or other appropriate security code.
Representation and Warranties
You represent and warrant to us that:
- you are at least eighteen (18) years of age;
- you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement;
- the name identified by you when you registered is your name or business name under which you sell goods and services;
- any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser;
- any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser;
- you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including any applicable tax laws and regulations;
- except in the ordinary course of business, no sales transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your entity;
- 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;
- your use of the Services will be in compliance with this Agreement.
The service is provided on an "as is" and "as available" basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from SignCatch or through the service will create any warranty not expressly stated herein. Without limiting the foregoing, SignCatch, its providers, its providers, its licensors (and their respective subsidiaries, affiliates, agents, directors, and employees) do not warrant that the content is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your property or loss of data that results from such download.
SignCatch does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the service or any hyperlinked website or service, or featured in any banner or other advertising, and SignCatch will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Limitation of Liability and Damages
To the maximum extent permitted by applicable law, in no event shall SignCatch, its providers, its suppliers, or its licensors (or their respective affiliates, agents, directors, and employees) 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. Under no circumstances will SignCatch be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the service or your SignCatch account, or the information contained therein.
To the maximum extent permitted by applicable law, SignCatch, its providers, its suppliers, and its licensors (and their respective affiliates, agents, directors, and employees) assume no liability or responsibility for any
- errors, mistakes, or inaccuracies of content;
- personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the service;
- any unauthorized access to or use of our secure servers and/or any and all personal information stored therein;
- any interruption or cessation of transmission to or from the service;
- any bugs, viruses, trojan horses, or the like that may be transmitted to or through the service by any third party;
- any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or
- user content or the defamatory, offensive, or illegal conduct of any third party. In no event shall SignCatch, its providers, agents, suppliers, or licensors (or their respective affiliates, agents, directors, and employees) be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount of fees earned by us in connection with your use of the service during the three (3) month period immediately preceding the event giving rise to the claim for liability.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if SignCatch has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
The Merchant Partner Agreement shall be construed in accordance with the applicable laws of the territory chosen by SignCatch. Any dispute or difference either in interpretation or otherwise of any terms of this Merchant Partner Agreement between the parties here shall be adjudicated upon through Arbitration proceedings. The same shall be referred to an independent arbitrator who will be appointed by SignCatch and the decision of the Arbitrator shall be final and binding on the parties hereto. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced. The above arbitration shall be in accordance with the applicable Arbitration statute as amended or revised from time to time, to the extent applied as per the terms of this Agreement.
For any Dispute, SignCatch and the Merchant Partner will pay all the arbitration fees equally and jointly. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may recover those fees from the arbitrator. For any claim where you are seeking relief, SignCatch will not seek to have you pay its attorney’s fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous.
Third Party Services and Links to Other Web Sites
Limitation on Time to Initiate a Dispute
Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
Right to Amend
This agreement can be altered/amended/changed only by a written confirmation or email confirmation to be construed as supplemental agreement between both the parties, duly signed by both the parties to the agreement.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SignCatch without restriction.
Third Party Services and Links to Other Web Sites