GOODSMITHS TERMS OF SERVICE
PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT") CAREFULLY BEFORE USING THE GOODSMITHS WEBSITE AND SERVICES ("GOODSMITHS"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://WWW.GOODSMITHS.COM (THE "SITE") AND ALL SERVICES PROVIDED BY GOODSMITHS ON THE SITE.
- Introduction. Goodsmiths, LLC has created an online marketplace where users can offer, buy, and sell handmade goods to the public. Goodsmiths does not own or possess any of the goods sold on the Site, and does not transfer ownership of any goods from buyer to seller. All transactions are made directly between the buyer and seller. Goodsmiths is not responsible for any content or information uploaded by users to the Site, and makes no representations or warranties regarding the same.
Every person who desires to list any goods for sale on the Site or to purchase any goods that are listed for sale on the Site must register as a user through the Site’s user registration process. By completing the user registration process, you represent and warrant the following:
- If you are an individual, you are at least 18 years of age and may legally form contracts under applicable law.
- If you are creating an account for an entity, you personally guarantee that you have been duly authorized to create this account, and that such entity is duly formed and in good standing in its jurisdiction of formation.
- That all information provided during the registration process, including but not limited to your name and contact information, is true and correct.
User Representations and Warranties.
You represent, warrant, and covenant the following to Goodsmiths:
- You will comply with all international, federal, state, and local laws regarding online conduct, acceptable conduct, the goods you are selling (as applicable to both the seller and the buyer), or any other of your actions while using the Site or services. You agree to comply with any and all regulations regarding the sale of any particular good that you are selling while using the Site or Services, including any regulations governing the international sale of goods or services, whether from the origin or destination country.
- You will be responsible for all applicable taxes, including but not limited to any income and sales taxes related to goods you sell or purchase on the Site.
- You will at all times comply with this Agreement, plus any addition terms and conditions set forth for the use of any particular service on the site.
- You will keep your billing and account information up to date at all times.
- You will keep your password secure. You agree that you are fully responsible for any and all actions taken with your account, and agree to notify Goodsmiths of any security breach related to your account.
- You will not transfer or sell your user account.
- That you have the right, title, and authority to sell all items that you list on the Site.
- You will not post or use any data, text, information, usernames, graphics, images, photographs, audio, video, or any other content or media (the “Content”) that (i) is false, misleading, or inaccurate, (ii) fraudulent or related to the sale of illegal, counterfeit, or stolen goods, (iii) infringe upon any third-party’s copyright, patent, trademark, trade secret, or other proprietary or intellectual property rights or rights of publicity or privacy (as detailed below); (iv) be defamatory, libelous, or threatening, (v) is obscene or contains child pornography, or (vi) contains or transmits any malicious code or other malware.
- You will use information received through the Goodsmiths’ site solely to conduct the transactions contemplated by this Agreement and the Site, and for no other, including but not limited sending unsolicited commercial emails or phone calls to any other Goodsmiths user.
- You will comply with all the rules and other requirements set for in the Goodsmiths’ Permitted and Prohibited Activities List.
- You will not use your Goodsmiths account or any listing to drive traffic to a competing website or to otherwise harm Goodsmiths or its Users.
- There are additional risks involved with international sales, and all buyers and sellers should use care and diligence before deciding to enter into an international transaction. Such risks include higher shipping costs; custom duties, fees, and taxes; restrictions on what may be sold or shipped; having goods or services held or confiscated by customs, and difficulty enforcing any claims against foreign individuals. In addition, any international sales must comply with all statutes and regulations of the relevant countries related to the export or import of certain goods and services, prohibitions on sales to certain individuals or entities, or prohibitions on sales to any citizens or residents of any particular country. You acknowledge these risks, understand that Goodsmiths is not responsible for such matters, and that all such transactions are undertaken at your own risk. You hereby waive, release, and agree to hold Goodsmiths harmless from any and all claims that you and any other person that you enter into an international transaction with may have against Goodsmiths.
Fees and Services.
- Fees. You may create a user account, set up a shop, and list items for sale for free. You agree to pay a percentage (2% in 2012, 2.5% ongoing) of the gross sale price when the item sells. Every time you list an item, you will see what fees will be charged if that item sells. The percentage fee may be changed by Goodsmiths at any time by providing fifteen (15) days notice on the Site. Goodsmiths may run promotions from time to time, which shall be effective immediately upon providing notice on the Site, so long as such promotion does not change the amount of cash received by you from the sale.
- Taxes. You are responsible for collecting and/or paying all fees and applicable taxes associated with using Goodsmiths, including but not limited to collecting and paying any sales taxes that may be required under applicable law, any shipping and handling charges, and any customs or similar charges levied on international sales.
- Payment Processors and Systems. If you desire to sell or purchase goods on the Site you must have current and valid billing information on file with Goodsmiths using a permitted payment processor. Goodsmiths’ current permitted payment processors are Stripe, Paypal, and Dwolla. Goodsmiths reserves the right to add or remove any particular payment processor. If Goodsmiths removes a payment processor that it previously accepted, no additional listings may use that payment processor and any current listing accepting that payment processor must remove such payment processor within thirty (30) days after Goodsmiths provides notice on the Site that it will no longer accept such payment processor.
- Billing. Goodsmiths’ fee will be collected at the time payment for any goods is processed using APIs and other tools provided by Goodsmiths’ permitted payment processors. You expressly permit Goodsmiths to use such tools to collect any fees that you owe to Goodsmiths. Goodsmiths fee is calculated without regard to the transaction fees charged by any permitted payment processor, and you are solely responsible for such transaction fees. Such transaction fees are subject to the terms and conditions set forth by the permitted payment processors and may be changed by such permitted payment processors. If Goodsmiths’ fee is not collected at the time the payment is processed for any reason, if you are the seller you shall pay such fee to Goodsmiths immediately upon receiving an invoice from Goodsmiths using the contact information on file (including by email).
- Fees Upon Termination. If you close your account or Goodsmiths terminates your account, you will remain obligated to pay all unpaid fees and penalties for late payment. If you do not pay, Goodsmiths reserves the right to suspend your account and employ other collection mechanisms.
- Shipping and Handling; Customs. The seller may also require payment of reasonable shipping and handling fees, which shall not be included when computing Goodsmiths fee. Such fees shall not be used minimize or otherwise hide the true cost of the goods for purposes of calculating Goodsmiths’ fees. Buyers shall generally be responsible for paying any and all customs duties, fees, or taxes on international sales unless otherwise agreed separately between the buyer and seller. Goodsmiths shall not be responsible for the failure of any goods to be delivered or to be held by customs.
- Promotion Credits. All purchases of promotion credits or similar rights to promote or advertise your listings are non-refundable. In addition, all promotion credits shall expire no earlier than two (2) years after the date such promotion credits are purchased.
Listings and Shops.
- Descriptions. You agree to provide an accurate, non-misleading description of each and every item you list for sale on the Site.
- Content of Description. Your description may contain text, graphics, pictures, and other content relevant to the sale of that item.
- Identical Items. If you indicate that multiple items are in stock for a particular listing, each item must be identical. Each different item must have a separate listing on the Site.
- Group Purchasing. By listing a group purchase offer on the Site, you agree that you will be able to produce and deliver the goods listed within the time period specified in such group listing. By agreeing to purchase goods offered as part of a group purchase offer, you agree to allow the seller to process your payment information if the conditions set forth in such group purchase offer are met and you have not cancelled your purchase prior to the end of the group purchase offer period.
- Shop Policies and Binding Sales. All sellers are required to outline shop policies which cover the following matters: (i) return policy, (ii) shipping and handling, (iii) payment, and (iv) other sales policies. The shop policies or a clearly described hyperlink to such shop policies must be available on the seller's shop site and each product site listing. Once a sale is completed on the Site, the seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless (x) the buyer fails to meet the terms of the seller’s listing (such as payment method), or (y) the seller cannot authenticate the buyer’s identity. The shop policies may address who shall bear the cost of any international shipping fees or custom duties, fees, or taxes. In order to ensure that the seller’s return policy is clearly stated, all sellers are required to choose a return policy from a set of standard return policies when setting up their account. This policy will apply to all listings created by the seller, unless the sale is an international sale, in which case the shop policies may set a different return policy so long as such policy is clearly communicated to the buyer. The seller may provide additional information regarding its return policies using the “additional comments” field. The seller may change the return policy it has chosen at any time on a prospective basis. Unless the delivery method allows proof of the date of delivery, the delivery date for purposes of return policies shall be deemed to be the date ten business days after mailing of the item(s). The Site will provide a mechanism that may be used by sellers to process returns. Buyer is obligated to pay for the items purchased in the agreed upon manner.
Your Content; Ownership; Intellectual Property.
- Linking and Reposting of Content. You or third-parties may link to or repost Content posted by you on the Site. If you link any third-party services to your Goodsmiths account, such as Facebook, Twitter, or Google, you consent to Goodsmiths sharing and notifying other users regarding your actions using those services while on the Site. For example, if you “like” a listing on Goodsmiths using your Facebook account, Goodsmiths may include your name, Facebook profile picture, and similar information or content on that listing’s page or to otherwise promote that listing. You hereby waive any claim you may have against Goodsmiths for such linking or reposting, and agree to hold Goodsmiths harmless from any loss, damage, or claim related to any such use.
- Forum Comments and Statements. Any comments or suggestions you provide to Goodsmiths or to other users through venues or media provided by Goodsmiths (like help or community forums) may be incorporated by Goodsmiths into its documentation, APIs, the Site, or other services, and you hereby grant to Goodsmiths a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to use such content or ideas without attribution or compensation.
- Control of Content. Goodsmiths does not actively monitor or moderate the Content uploaded by its users, and you acknowledge that Content uploaded by other users may be offensive, harmful, inaccurate, or deceptive. You acknowledge and agree that Goodsmiths is not responsible for such content, and hereby waive any claim you may have against Goodsmiths relating to such Content.
- Removal of Infringing Content. Goodsmiths reserves the right take the actions set forth in the Goodsmiths’ Copyright and Intellectual Property Policy related to Content that is claimed to be the subject of copyright or other intellectual property infringement.
- Harmful, Offensive, or Deceptive Content. You hereby agree not to post any Content which is unlawful, harmful, threatening, abusive, illegal, harassing, offensive, defamatory, false, discriminatory, inaccurate, deceptive, malicious, or otherwise objectionable. Any comments or suggestions you provide to Goodsmiths or to other users through venues or media provided by Goodsmiths are subject to Goodsmith’s Policies on Forum Content and may be removed by Goodsmiths at any time, if in Goodsmiths sole discretion, the comments or suggestions fall in to any of these categories.
Goodsmiths’ Intellectual Property; Trademarks.
- Use of Trademark(s). For so long as you are a user in good standing, Goodsmiths grants you a non-exclusive, worldwide, perpetual, and royalty-free right to use Goodsmiths’ trademarks, tradenames, and service marks (the “Marks”) in accordance with the Goodsmith Mark Usage Policy on your website and other marketing materials solely for the purpose of informing the public that your goods are for sale on the Site, and for no other others. Any use of the Marks in an electronic form shall link back to the Site. You shall not use the Marks in any way that would (i) cause the public to believe that you were an agent or representative of Goodsmiths or otherwise acting on its behalf, (ii) misrepresent your affiliation with Goodsmiths, or (iii) otherwise cause confusion. Goodsmiths reserves the right to request that any particular use of the Marks be terminated in its sole and absolute discretion; however, the failure to exercise such right shall not be deemed to be a waiver of any rights under this Section.
- Ownership of Software, Other Intellectual Property. This Agreement provides you with access to and use of the Site and services and provides hosting of all Content you upload for the purpose of using the Site and services. This Agreement does not constitute a sale of any right, title or interest in the Site, the underlying code, or any other proprietary and intellectual property rights contained therein, all of which are expressly reserved to and shall remain the sole and exclusive property of Goodsmiths.
Termination of Services; Amendments.
- Termination of User Account. Goodsmiths may terminate or otherwise limit your access to the Site or services as set forth in Section 10(a) herein.
- Termination of Services. Goodsmiths is under no obligation to continue to provide the Site or services, and may discontinue providing the Site and services at any time in its sole discretion without notice, refund, or any other liability to you.
Warranties; Limitation of Liability; Indemnity.
- UPTIME. GOODSMITHS MAKES NO WARRANTY REGARDING THE AVAILABILITY OF THE SITE OR SERVICES, OR ANY OTHER PROMISE REGARDING UPTIME.
- WARRANTY. THE SITE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. GOODSMITHS SHALL NOT IN ANY CASE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR OTHER SIMILAR DAMAGES INCURRED BY ANY PERSON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH CLAIMS.
LIMITATION OF LIABILITY. IN NO EVENT SHALL GOODSMITHS, ITS EMPLOYEES, OFFICERS, DIRECTORS, OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, THE SERVICES, OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
GOODSMITHS' LIABILITY, AND THE LIABILITY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, OR OTHER REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (I) $100 OR (II) THE AMOUNT OF FEES PAID BY YOU IN THE SIX MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
- INDEMNITY. YOU AGREE TO INDEMNIFY AND HOLD GOODSMITHS ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR OTHER REPRESENTATIVES FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY’S FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS AND POLICIES IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
Remedies; Choice of Law; Jurisdiction and Venue.
- Goodsmiths’ Remedies Upon Breach. Without limiting any other remedies contained herein or at law or equity, Goodsmiths may, without notice and without refunding any fees, remove any of your Content, issue a warning to you or to other users, terminate your account, and take any other technical or legal steps to prevent you from using the Site or the services if (i) Goodsmiths suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) that you have breached this Agreement or any of the other terms and conditions incorporated herein, (ii) Goodsmiths is unable to verify or confirm your personal information or Content, or (iii) Goodsmiths believes that you are acting inconsistently with the letter or spirit of this Agreement or Goodsmiths other policies, you have engaged in improper or fraudulent activity or any kind, or that your actions may cause legal liability or financial loss to Goodsmiths or its users.
- Dispute Resolution. If you have a dispute with Goodsmiths, you may contact Goodsmiths customer support at firstname.lastname@example.org.
- Arbitration. IMPORTANT, PLEASE READ. Any controversy or claim arising out of or relating to the subject matter of this contract, or the breach thereof (including any class action claims), shall be settled by binding arbitration in Polk County, Iowa, using the English language administered by the American Arbitration Association under its Commercial Arbitration Rules, by one commercial arbitrator with substantial experience in resolving disputes relating to online services. Judgment upon the award so rendered may be entered in the state and federal courts with jurisdiction over Polk County, Iowa. Notwithstanding the foregoing, each party shall have the right to institute an action for injunctive or other equitable relief in such courts pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Polk County, Iowa. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and Goodsmiths agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
- Choice of Law. The interpretation and enforcement of this Agreement shall be determined by the laws of the State of Iowa, without regard to such state’s choice of law principles.
- Jurisdiction and Venue. Any dispute that is not covered by arbitration (if any) arising from or related to the interpretation, subject matter, or enforcement of this Agreement shall be determined by the state or federal courts located in Polk County, Iowa, and you hereby irrevocable consent to the exclusive jurisdiction and venue of such courts. You hereby waive any and all arguments based on the inconvenience of the venue, including forum non conveniens.
- Merger; No Waiver; Severability. This Agreement contains the complete and exclusive terms and conditions between you and Goodsmiths and supersede any prior agreements, either written or oral. If Goodsmiths fails to exercise any rights hereunder, it shall not constitute a waiver of such rights. The waiver of any breach or default under this Agreement shall not constitute the waiver of any subsequent breach or default. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall continue to be valid and enforceable. Headings are solely for convenience of the parties and do not constitute a part of this Agreement for any other purpose.
- Force Majeure. Goodsmiths shall not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond its reasonable control, including any failure or delay cause by Goodsmiths internet service provider or content hosting providers.
- Assignment. Any assignment of this Agreement by either party, without the prior written consent of the other, shall be null and void and of no effect and constitute a material breach of this Agreement.
- Notices. Any notice provided pursuant to this Agreement shall be in writing and delivered by email to email@example.com for Goodsmiths or the email address provided during registration for you. Notice shall be deemed delivered at the time the email is sent.
- Survival. The terms and conditions in this Agreement shall survive the closing or termination of any user account, or the cessation of business by Goodsmiths.
- Official Party Name. The Site and services are offered by Goodsmiths LLC, an Iowa limited liability company located at 218½ 5th Street, West Des Moines, Iowa 50265.