IF YOU BECOME A SUBSCRIBER TO ONE OF OUR PAID MEMBERSHIPS AND PAY BY CREDIT CARD, YOUR SUBSCRIPTION SERVICE WILL AUTOMATICALLY RENEW PURSUANT TO THE TERMS SET FORTH BELOW.
2. Key Definitions
3. Account Registration – Retail Account
4. Product and Content Compliance
You acknowledge and agree that Exporta is not required to determine whether the products sold on the Services, or any Content related thereto: (i) abide by Exporta’s Product Guidelines and/or are permitted to be sold under Exporta’s Product Guidelines; (ii) comply with all laws, rules and regulations, including but not limited to, safety, labeling, testing, warning, import/export, and/or other consumer protection law requirements; (iii) do not infringe upon the intellectual property, publicity or other rights of others; (iv) do not contain false, inaccurate or misleading information; (iv) are allowed to be sold from the Supplier’s jurisdiction and/or into your jurisdiction; and/or (v) are allowed to be sold by you from your jurisdiction into your customer’s jurisdiction. You agree to conduct the necessary due diligence for compliance and suitability of Suppliers and their products. You hereby release Exporta from any liability with respect thereto, and agree to indemnify, defend and hold Exporta harmless for any claims as set forth in the Indemnification section below.
7. Shipping Costs and Lead Times
8. Returns, Refunds, Cancellations
Exporta reserves the right to accept or reject any missing or damaged report filed by a Buyer in its sole reasonable discretion, including in the event Exporta suspects any fraudulent activity. Exporta’s decision whether to accept or reject a damaged or missing claim shall be final.
9. Communications on Exporta Wholesale
Buyers and Suppliers may contact each other directly through Exporta Wholesale’s platform on the Services. You agree to use Exporta only for legitimate business purposes, such as asking questions about a Supplier’s products, the status of an order or to resolve business issues. You agree to not abuse Exporta Wholesale, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to get answers to your questions or resolve issues, you may also contact Exporta directly.
10. Product Content
11. Insider Program – Auto Renewal Paid Subscription Plan
For any disputes regarding an order or product from a Supplier, you agree to try to informally resolve the dispute directly with the Supplier using Exporta Messenger. If you are not able to resolve the dispute, you may contact Exporta to help resolve the issue. You agree that Exporta has no duty or obligation to resolve any issue you have with a Supplier, and you hereby release Exporta from any and all liability relating to any dispute you have with a Supplier.
You agree to defend, indemnify, and hold Exporta and its subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Buyer Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.
14. Disclaimer of Warranties
Exporta endeavors to provide the best service it can. However, except as otherwise expressly provided herein, EXPORTA AND THE SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. BUYER USES EXPORTA AND THE SERVICES AT ITS OWN RISK. EXPORTA EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
EXPORTA MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE SERVICES. BUYER IS RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. EXPORTA DOES NOT WARRANT THAT BUYER WILL BE ABLE TO ACCESS OR USE THE SERVICES AT THE TIMES OR LOCATIONS OF BUYER’S CHOOSING; THAT EXPORTA WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
In addition, to the maximum extent allowed by law, Exporta does not warrant, endorse, guarantee or assume responsibility for any product or service offered by a third-party on or through the Services or any hyperlinked website available through the Services. Exporta does not control third-party websites available through hyperlink, and Exporta is not responsible for any content or service available therefrom. Any Supplier, including but not limited to third-party suppliers providing services for Exporta are independent contractors and not agents or employees of Exporta or its affiliates. Exporta and its affiliates are not liable for any acts, errors, omissions, representations, warranties, breaches or negligence of any Supplier or other such third-party or for any personal injury, death, property damage, or any other damages or expenses resulting therefrom. Buyer understands and agree that Exporta is not responsible or liable for any transaction involving any third-party providers.
The disclaimers set forth herein are intended to disclaim to the maximum extent allowable by law.
15. Limitation of Liability and Damages
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EXPORTA, EXPORTA’S OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS OR LICENSORS BE LIABLE FOR: (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (COLLECTIVELY, "DAMAGES"), INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS, ARISING OUT OF (I) THE USE OF, OR INABILITY TO USE, THE SERVICES OR (II) THE ACTIONS OR INACTIONS OF ANY BUYER, REGARDLESS OF LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND EXPORTA’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO EXPORTA’S RECORDS, PROGRAMS OR SERVICES, WITHOUT REGARD TO WHETHER EXPORTA HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (III) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO EXPORTA OR THIRD-PARTY PROVIDERS OF MORE THAN THE AMOUNTS PAID OR PAYABLE BY BUYER FOR THE SERVICES IN QUESTION. ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), SUBJECT TO THE OTHER LIMITATIONS SET FORTH HEREIN.
16. Choice of Law, Arbitration
Any controversy or claim arising out of or relating to these Buyer Terms and/or any Buyer’s use of the Services shall be settled by binding arbitration, in accordance with the procedural rules for commercial disputes set forth in the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”) then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. The arbitrator shall apply Massachusetts law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. Buyer will not be responsible for professional fees for the arbitrator’s services or any other JAMS fees. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within 60 days after the demand for arbitration is made, unless further extended by mutual agreement of the parties. THE ARBITRATION OF DISPUTES HEREUNDER SHALL BE IN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, THE RIGHT TO A TRIAL BY JURY IS WAIVED AND RIGHTS TO APPEAL ARE LIMITED. BY USING THE SERVICES, BUYER AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH EXPORTA WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.
The Buyer Terms are governed by U.S. law and is subject to all applicable federal, state and local laws and regulations. All issues and questions concerning the construction, validity, interpretation and enforceability of these terms, or the rights and obligations hereunder, in connection with Exporta or the Services, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws rules thereof, and any matters or proceedings that are not subject to arbitration as set forth above and/or for entering any judgment on an arbitration award, shall take place exclusively in Boston, Massachusetts, U.S.A.
If you breach any of these Buyer Terms, Exporta may temporarily suspend or permanently terminate your Buyer Account. In addition, Exporta may modify or terminate these Buyer Terms and/or the General Terms in its sole discretion by providing prior notice to you. Exporta reserves the right to revoke your access to, and use of, the Services at any time, for any reason or no reason. In the event Exporta terminates your access and use of the Services as a result of your breach of these Buyer Terms and/or the General Terms, you will remain liable for all amounts due hereunder.
You may terminate your relationship with Exporta at any time by contacting Exporta’s support team at email@example.com or as otherwise indicated in your Buyer Account portal. Exporta will close your Buyer Account once final payment has been made by you on all outstanding amounts due and payable.
1. Overview and Acceptance of Use
Welcome to Exporta Wholesale! (“Exporta”) is a curated wholesale online marketplace connecting makers in Latin America with buyers, accessible through its websites (collectively, the “Site”) and mobile webapps (collectively, the “Application”) (together, the “Services”). Throughout these Terms of Service (“Terms”), the terms “Exporta”, “our”, “us”, and/or “we” refer to Exporta, a subsidiary of Exporta Technologies, Inc. The terms “you” and/or “your” refer to any visitor of the Site and/or the Application and any user of the Services, including any Member (as defined below). These Terms govern your access to and use of the Services and Collective Content (defined below), and constitute a binding legal agreement between you and Exporta.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES (INCLUDING BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ONTO THE SERVICES), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS AND POLICIES REFERENCED IN THESE TERMS. THIS APPLIES WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE SERVICES. IF YOU DO NOT AGREE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR COLLECTIVE CONTENT.
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE INDIVIDUAL DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU SHOULD THERE BE A DISPUTE. YOUR AGREEMENT TO THESE TERMS INDICATES YOUR EXPRESS ACKNOWLEDGEMENT AND AGREEMENT THAT YOU HAVE READ AND UNDERSTAND HOW THE ARBITRATION PROVISION SET FORTH IN SECTION 26 BELOW WORKS.
We reserve the right, at our sole discretion to modify, suspend, discontinue or terminate the Services or any content, feature or material we provide thereon, or to modify these Terms, at any time and without prior notice, and have no obligation to update any information thereon. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services to users, including Members. You agree that it is your responsibility to monitor changes to our Services. If we modify these Terms we will post the modification on the Site or via the Application and/or provide you with notice of the modification. By continuing to access or use the Services thereafter, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.
3. Key Definitions
4. Account Registration
To access certain features of the Services and to post any Member Content thereon, you must register to create an account (“Account”) and become a Member. Exporta offers two types of Accounts. The first is a “Buyer Account” for buyers who purchase goods through the Services for the purpose of resale (“Buyers”). The second is a “Supplier Account” for sellers who offer to sell and/or sell their goods to Buyers through the Services (“Supplier”). Each type of Account gives access to different aspects of the Services.
You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to temporarily suspend or permanently terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password and you agree that you will not disclose it to any third party. You agree that you are solely responsible for any activities or actions under your Account, whether you authorized them or not. You will immediately notify us of any unauthorized use of your Account. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
5. Account Levels
The Services and Collective Content are each protected by copyright, trademark and other laws of the United States and foreign countries. You acknowledge and agree that the Services and Collective Content, excluding your specific Member Content, including all associated intellectual property rights, are the exclusive property of Exporta, its licensors and/or other providers of such material. Other than expressly stated herein, there are no implied licenses granted under these Terms. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Collective Content. Additionally, Exporta is the owner of pending, registered and/or unregistered trademarks, trade dress and trade name appearing on the Services, including the Exporta name and logo, and all related names, logos, product and service names, designs and slogans. You agree to not use such marks without Exporta’s prior written permission. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
7. License Granted by Exporta
8. License Granted by Member
We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content to us. By providing or otherwise making Member Content available to Exporta on or through the Services, you hereby grant to Exporta a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Member Content on, through or by means of the Services and/or any of Exporta’s advertising, marketing, publicity or other initiatives or events. Exporta does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any Member Content.
You acknowledge and agree that you are solely responsible for any and all Member Content that you make available through the Services. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all such Member Content or you have all rights, licenses, consents and releases necessary to grant to Exporta the rights in such Member Content as contemplated under these Terms; and (b) neither the Member Content or any portion thereof nor your posting, uploading, publication, submission or transmittal of the Member Content or Exporta’s use of the Member Content (or any portion thereof) on, through or by means of the Services and/or third party platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libelous, misleading, or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Member Content you make and its accuracy. Exporta takes no responsibility and assumes no liability for any Member Content posted by you or any third party, and you agree to indemnify Exporta per the terms of the Indemnification section herein.
9. Content from Social Media and Networking Sites
As a Supplier, you may link your social media accounts to your Supplier store (collectively, “Social Media Accounts”). You represent that you are entitled to grant Exporta access to, or otherwise make available, your Social Media Accounts and the content therein for the purposes described herein, without breach by you of any of the terms and conditions that govern your use of the applicable Social Media Account, and without obligating Exporta to pay any fees or making Exporta subject to any usage limitations imposed by such social media service providers. Depending on the Social Media Accounts you choose and subject to the privacy settings that you have set in such Social Media Accounts, personally identifiable information that you post to your Social Media Accounts will be available on and through your Supplier Account on the Services.
Please note that if a Social Media Account or associated service becomes unavailable for any reason, then the Social Media Account Content that was available from such Social Media Account will no longer be available on and through the Services. You have the ability to unlink your Supplier Account and your Social Media Accounts, at any time, by contacting Exporta. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SOCIAL MEDIA SERVICE PROVIDERS ASSOCIATED WITH YOUR SOCIAL MEDIA ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SOCIAL MEDIA SERVICE PROVIDERS. Exporta makes no effort to review any Social Media Account Content for any purpose, including for accuracy, legality or non-infringement and Exporta is not responsible for any Social Media Account Content. Exporta may, however, at any time and without prior notice, screen, remove, disable or block any Social Media Account Content that in Exporta’s sole judgment violates these Terms or is otherwise objectionable.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and agree that if you submit any Feedback to us (through any communication channel), you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
11. Reliance on Information Posted
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site or user of the Services, or by anyone who may be informed of any of its contents.
The Services include content provided by third parties, including materials provided by other users, Members, bloggers and third party licensors. All statements and opinions expressed in these materials, and all articles and responses to questions and other Content, other than the Content provided by Exporta, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Exporta. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
12. Links to Third Party Websites
The Services may contain links to third-party websites or resources. You acknowledge and agree that Exporta is not responsible or liable for: (a) the availability or accuracy of such websites or resources; or (b) the Content, products or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Exporta of such websites or resources or the Content, products or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources. Also, Apple Inc. (“Apple”) and Google, Inc. will be a third party beneficiary to these Terms if you access the Services using applications developed for Apple iOS or Android, respectively. These third party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these applications or devices is subject to terms set forth in their respective terms of service and privacy policies.
13. Notice Regarding Apple
This Section only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Exporta only, not with Apple, and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Services. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms.
14. Prohibited Uses
You agree not to do any of the following:
Exporta will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Exporta may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Exporta has no obligation to monitor your access to or use of the Services or Collective Content, or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Exporta reserves the right, at any time and without prior notice, to remove or disable access to any Member Content or Collective Content that Exporta, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Services. Exporta reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Exporta suspects illegal activity may be taking place.
15. Text Messages and Telephone Calls
Exporta, and those acting on Exporta’s behalf, may contact you by telephone or text message (including through use of an automatic telephone dialing system) at the phone numbers you have provided to us. These messages may include operational messages about your use of the Service. You understand that you are not required to consent to communications as a condition of purchasing any property, goods or services. You may opt out of receiving telephone calls or text messages from us at any time, either by texting the word “STOP” in response to a text message received from us using the mobile device that is receiving the messages. You may continue to receive text messages for a short period while Exporta processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Opting out of receiving operational text messages may impact the functionality of the Services. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.
16. Procedure for Claiming Copyright Infringement – DMCA Notice
Exporta respects copyright law and expects its users to do the same. It is Exporta’s policy to terminate, in appropriate circumstances, Members or other account holders who infringe or are believed to be infringing the rights of copyright holders. Click here for Exporta’s Copyright Dispute Policy.
17. Information We Collect About You
18. Termination and Account Cancellation
If you breach any of these Terms, Exporta will have the right to suspend or disable your Account or terminate these Terms, in its sole discretion and without prior notice to you. Exporta reserves the right to revoke your access to and use of the Services and Collective Content at any time, with or without cause. In the event Exporta terminates these Terms for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to support@Exporta.com.
THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, EXPORTA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EXPORTA MAKES NO WARRANTY THAT THE SERVICES OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. Exporta MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR COLLECTIVE CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EXPORTA OR THROUGH THE SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT EXPORTA DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, NOR DOES Exporta MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. Exporta MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
You agree to defend, indemnify, and hold Exporta, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Terms, and/or any law or the rights of a third party, and/or your use of the Services, including your Member Content.
21. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER Exporta NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Exporta HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL ’EXPORTA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT EXCEED US$100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EXPORTA AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
22. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action or court proceeding permitted under these Terms will be the state and federal courts located in the city of Boston, Massachusetts, USA and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
23. Export Control
You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
You may not assign or transfer these Terms, by operation of law or otherwise, without Exporta’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Exporta may assign or transfer these Terms in its sole discretion without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (a) by Exporta via email (in each case to the primary account email address that you provide); (b) by posting to the Site; or (c) via the Application. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
26. DISPUTE RESOLUTION – ARBITRATION
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.
You and Exporta agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to: (a) bring an individual action in small claims court; (b) the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights; (c) pursue an enforcement action through the applicable federal, state or local agency if that action is available; and (d) seek injunctive relief in a court of law in aid of arbitration. YOU ACKNOWLEDGE AND AGREE THAT YOU AND EXPORTA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Exporta otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The parties agree that the Federal Arbitration Act applies and will govern the interpretation and enforcement of this Arbitration Agreement.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an experienced (15+ years practicing) attorney licensed to practice law in the state of California.
Arbitration Location and Procedure. Unless you and Exporta otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed US$10,000, then the arbitration will be conducted solely on the basis of documents you and Exporta submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds US$10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent, to the extent permitted by law, with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. If applicable arbitration rules or laws require us to pay a greater portion or all of such fees and costs in order for this Dispute Resolution provision to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration.
Changes. Notwithstanding the provisions of the “Modification” section above, if Exporta changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@Exporta.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Exporta’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Exporta in accordance with the arbitration provisions of this “Dispute Resolution” section (however entitled) as of the date you first accepted these Terms or accepted any subsequent changes to these Terms.
27. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Exporta and you regarding the Services and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Exporta and you regarding the Services and Collective Content.
The failure by Exporta to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Exporta. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Throughout these Terms, the word “include” or “including” means “including, but not limited to”. Provisions that by their nature are intended to survive the termination of these Terms or your use of the Services will survive.
29. Contact Us
If you have any questions about these Terms, please contact Exporta at firstname.lastname@example.org.
What Information does Exporta Collect?
We collect information about your use of our Services, including purchase history and items that you show interest in. We also gather various types of personal information, as explained in more detail below.
We use this information internally in connection with our Services, including to: personalize, provide, and improve our Services; allow you to set up a user account and profile; contact you and allow other users to contact you; enable fulfillment of requests for certain products and services; and analyze how you use the Services. In certain cases, we may also share some personal information with third parties, but only as described below.
Information You Provide to Us:
We receive and store any information you knowingly provide to us. For example, if you create an account or place an order with us, we may collect personal information such as:
When you register as a Buyer with Exporta, we will collect your first and last name, email address, phone number, business address, store name, store address, years you have been in business, and projected sales figures. If you place an order to purchase goods from Suppliers through Exporta, we will also collect information to facilitate that order, such as your shipping address, Tax Identification Number, and payment information. In some cases, we may request additional information to validate your business, such as photos of your store or your social media profiles. In some cases, we may request information such as your Social Security number or financial or lease records to establish your account limits. If you register as a Buyer with our marketplace, we will collect (or confirm, if previously provided to Exporta) your first and last name, email address, store name, store type, store address, phone number, store owner biography and photo, store photo, shipping and delivery rates and speeds, social media profile information, Tax Identification Number, Reseller ID, and your bank account information so we can pay you.
When you register as a Supplier with Exporta, we will collect your first and last name, supplier name, website, address, phone number, and information about your supplier such as the primary category of products you provide, number of stores you have, the countries you operate in, and your social media profiles. If you are accepted as a Supplier for Exporta, we may ask for additional information to build out your profile such as your profile photo, wholesale pricing and order requirements, and years you have been established. When you receive an order through Exporta, we will collect information to facilitate that order, such as your Tax Identification Number, tax class, and bank account information so we can pay you. Optionally, you may choose to provide information about your existing retail customers to refer to Exporta, such as their name, store name, and email address.
If you create an account or place an order through our marketplace, we will collect your first and last name, email address, phone number, shipping address, and payment information.
Communication with Us
We collect personal information from you when you communicate with us, for example when you request information about our services, contact our Support team, apply for a job, or register for our newsletter.
Surveys, Sweepstakes, and Contests
We may ask you to participate in optional surveys, where you may be asked to provide personal information. Additionally, we may conduct sweepstakes or contests where you may be asked to provide personal information. This information may be used to contact you about the sweepstakes or contest, and for other promotional and marketing purposes, as permitted by law. Additionally, note that some jurisdictions require us to publicly share information about sweepstakes and contest winners.
Forums and Social Media
Information Collected Automatically
We may use analytics service providers, including Google Analytics, to collect information regarding visitors to our Services, such as their behavior on our Services or information about their demographic. For more information about Google Analytics, see https://www.google.com/policies/privacy/partners/. To opt out of Google Analytics, visit https://tools.google.com/dlpage/gaoptout.
Your browser may offer you a “Do Not Track” option, which allows you to signal to operators of websites and web applications and services (including behavioral advertising services) that you do not wish such operators to track certain of your online activities over time and across different websites. At this time, we do not respond to nor honor Do-Not-Track signals from web browsers.
Information Collected from Third Parties
How Does Exporta Use the Personal Information It Collects?
We use the information we collect about you for various business purposes as described below.
Provide, Personalize, and Improve our Services
Protect You and Our Services and Comply with the Law
De-Identified and Aggregated Information
We may use personal information to create de-identified, aggregated information such as: information about demographics, de-identified location information, information about devices used to access our Services, and de-identified, aggregate information on transactions on our Services that help our users understand and optimize sales.
Automatic Collection Technologies
Our use of automatic collection technologies such as cookies, pixel tags, and local storage objects fall into the following general categories:
Your browsing activity may be tracked across different devices or Exporta Services. For instance, we may match your activity on our website using your mobile device with your browsing activity on your laptop. To do this, we may match information such as your browsing patterns, geolocation, and device identifiers where it appears to be related to the same user.
APIs and SDKs
We may use third-party APIs and software development kits (“SDKs”), which may allow third parties to collect personal information about you for various purposes, such as to conduct analytics, verify your business when you register with Exporta as a Buyer or Supplier, provide customized content, or otherwise streamline the Services. For more information about our use of APIs and SDKs, contact us as described below.
Will Exporta Share Any of the Personal Information It Receives?
We do not rent nor sell your personal information in personally identifiable form to anyone, except as expressly provided below. We have not sold personal information for valuable consideration in the last 12 months. For a list of categories of personal information we have shared with third parties for a business purpose in the last 12 months, click here. We may share your personal information with third parties as described in this section:
When You Request That We Share Your Information: We may offer Services, features, or promotions that involve sharing your information with a third party or with other Exporta users. If you request or agree to have your information shared with a third party as part of a feature or Service, we will share that information at your request.
De-Identified Information: We may provide de-identified or aggregate information to our partners, including usage information to help our partners understand how often and in what ways people use our Services, so that they, too, can provide you with an optimal online experience. Before we share this information, we take reasonable efforts aligned with industry best practices to ensure that this information cannot identify you.
Advertising: We allow advertisers and/or merchant partners (“Advertisers”) to choose the demographic information of users who will see their advertisements and/or promotional offers. You agree that we may provide any of the information we have collected from you in non-personally identifiable form to an Advertiser, in order for that Advertiser to select the appropriate audience for those advertisements and/or offers. For example, we might use the fact you are located in San Francisco to show you ads or offers for San Francisco businesses, but we will not tell such businesses who you are. Or, we might allow Advertisers to display their ads to users with similar usage patterns to yours, but we will not disclose usage information to Advertisers except in aggregate form, and not in a manner that would identify you personally. Note that if an advertiser asks us to show an ad to a certain audience or audience segment and you respond to that ad, the advertiser may conclude that you fit the description of the audience they were trying to reach.
Affiliates: We may share your information with our affiliated companies.
We currently use the following third-party services, and by using our Services, you agree to be bound by the applicable privacy policies for such third-party services:
User Profiles and Submissions: Certain user profile information, including your name, location, and any video or image content that such user has uploaded to the Services, may be displayed to other users to facilitate user interaction within the Services or address your request for our services. Your account privacy settings may allow you to limit the other users who can see the personal information in your user profile and/or what information in your user profile is visible to others. Please remember that any content you upload to your public user profile, along with any personal information or content that you voluntarily disclose online in a manner other users can view (on discussion boards, in messages and chat areas, etc.) becomes publicly available, and can be collected and used by anyone. Your user name may also be displayed to other users if you send messages or comments or upload images or videos through the Services and other users can contact you through messages and comments.
Business Transfers: We may choose to buy or sell assets, and may share and/or transfer customer information in connection with the evaluation of and entry into such transactions. Also, if we (or our assets) are acquired, or if we go out of business, enter bankruptcy, or go through some other change of control, personal information could be one of the assets transferred to or acquired by a third party.
International Data Transfers: You agree that all information processed by us may be transferred, processed and stored anywhere in the world, including but not limited to the United States or other countries which may have data protection laws that are different from the laws where you reside or do business. We have taken reasonable safeguards to require that your personal information will remain protected, and we require our third-party service providers to provide appropriate safeguards as well.
Is Personal Information About Me Secure?
You must prevent unauthorized access to your account and personal information by selecting and protecting your password appropriately and limiting access to your computer or device and browser by signing off after you have finished accessing your account.
We endeavor to protect the privacy of your account and other personal information we hold in our records, but unfortunately, we cannot guarantee complete security. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time.
What Are My Privacy Rights and Choices?
You can always opt not to disclose information to us, but keep in mind some information may be needed to register with us or to take advantage of some of our features.
Opting Out of Communications: If you no longer wish to receive communications from us, click the unsubscribe link at the bottom of the email or follow opt-out instructions provided in other communication channels. Note you may still receive transactional emails from us.
Opting Out of Cookies and Advertising: You may stop or restrict the placement of cookies on your device or remove them as your browser or device permits. Visit www.networkadvertising.org/managing/opt_out.asp, www.youronlinechoices.eu, www.youradchoices.ca/choices, and www.aboutads.info/choices/ to learn more about the choices available to opt out of cookies and advertising.
Updating Your Account Information: Through your account settings, you may access, and, in some cases, edit or delete the following information you’ve provided to us:
The information you can view, update, and delete may change as the Services change.
If you have any questions about viewing or updating information we have on file about you, please contact us as described below.
You may also have privacy rights including:
If you would like to exercise any of these rights, please contact us as described below. We will process your request in the time and manner required by law. To protect your privacy, we may take steps to verify your identity before fulfilling your request.
We store personal information for as long as you use our Services or as may be necessary to fulfill the purposes for which the information was collected, provide our Services, resolve disputes or establish legal defenses, enforce our Terms or other agreements, engage in audits, protect our Services, prevent fraud, comply with the law, or for legitimate business purposes.
What if I have questions about this policy?
If you have any questions or concerns regarding our privacy policies, please contact us at email@example.com.