10ngah Merchant Terms and Conditions
By establishing membership on the 10ngah Sites, or purchasing or using products or services through the 10ngah Sites, you acknowledge and agree as follows:
You are now reviewing and reading 10ngah.com LLC. (“10ngah”)'s terms of service for its merchants (“Agreement”), meaning the legal contract between you or your business entity and 10ngah when you use 10ngah's site at http://www.10ngah.com (“Site”), the 10ngah mobile application for product discovery (“App”), all software integration between you and 10ngah for purposes of enabling purchasing facilitated by 10ngah (for example, “Buy on 10ngah”) and all services, domains and content provided by 10ngah (collectively with Site and App, the “Services”).
YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES OFFERED BY 10ngah. If you have any questions, please email us at email@example.com.
By using the Services, including but not limited to visiting or browsing the Site or displaying or selling products on 10ngah, you as the merchant (“you” or the “merchant”) agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Services.
10ngah reserves the right to change any of the terms and conditions contained in this or any policies governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Agreement will be posted on the Site for at least thirty (30) days. You are responsible for reviewing the Site frequently and reviewing the notice and any applicable changes. Changes to referenced policies may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING 10ngah's POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.
1. 10ngah is a Marketplace
10ngah acts as a marketplace to allow merchants who comply with 10ngah's policies to offer and sell certain goods within an optimized-price format. 10ngah facilitates transactions between buyers and merchants. As a result, 10ngah does not necessarily have control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of merchants to sell items or the ability of buyers to pay for items. 10ngah cannot ensure that a buyer or merchant will actually complete a transaction.
Consequently, 10ngah does not transfer legal ownership of items from the merchant to the buyer.
10ngah cannot guarantee the true identity, age, and nationality of a merchant or buyer. 10ngah encourages you to communicate directly with potential transaction partners through the tools available on the Site or App.
You agree that 10ngah is a marketplace and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other merchants, or third parties. You use the Service at your own risk.
2. Membership Eligibility
Age: The Services are available only to, and may only be used by, individuals who are of the age of majority in their applicable state or nation state (either 18 or 21 years and older) or business entities who can form legally binding contracts under applicable law. You represent and warrant that, if applicable, you are of the appropriate age and that all registration information you submit is accurate and truthful. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement. 10ngah may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.
Individuals under the age of majority must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 21 years of age. In all cases, the parent or legal guardian is the merchant and is responsible for any and all activities and is the responsible party bound by the terms of this Agreement.
Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. As set forth further herein, you are responsible for all applicable taxes. In addition, you must abide by 10ngah's policies as stated in the Agreement and the published 10ngah website policies, as well as all other operating rules, policies and procedures that may be published from time to time on the Site or the App by 10ngah, each of which is incorporated herein by reference and each of which may be updated by 10ngah from time to time.
In addition, some Services offered through the Site or App may be subject to additional terms and conditions promulgated by 10ngah from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify 10ngah of any unauthorized use of your password or any breach of security. You also agree that 10ngah cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than 10ngah without 10ngah's express written permission.
Account Information: You must keep your account information up to date and accurate at all times, including a valid email address. To sell items on 10ngah you must provide and maintain valid payment information including a valid PayPal, Bank Account if Appicable and Mobile Waller Acccount . In order to be paid by 10ngah, you must have a valid and active account with any of the following: Paypal, a Valid Bank Account, Mobile Wallet Account in the markets we operate in (South Africa, United States, Tanzania, Zambia, Zimbabwe, European Union, and Canada). You are responsible for setting up and maintaining this account. 10ngah is not responsible for late payments caused by user error or technical problems with your account.
Account Transfer: You may not transfer or sell your 10ngah merchant account and username to another party.
Right to Refuse Service: 10ngah reserves the right, at 10ngah's sole discretion, to cancel unconfirmed or inactive accounts. 10ngah reserves the right to refuse service to anyone, for any reason, at any time.
3. Fees and Billing
Joining and setting up a shop on 10ngah is free. 10ngah does not charge fees for listing an item for sale. For the Services, 10ngah will take a commission fee plus a transaction processing fee (the “Commission”) when an item sells. The Commissions are listed on the Fee Structure page of the Site. The Commission as well as any other fees for the Services may vary in the future. You should check the Fee Structure page every time you use the Services. The Fee Structure is in effect on the date of sale of the item shall govern the transaction. If you do not agree to the current Commission, you should not use the Services. 10ngah may, at 10ngah's sole discretion, change some or all of 10ngah's Services at any time. In the event 10ngah introduces a new Service, the fees for that Service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).
In certain situations, including but not limited to a void or invalid transaction, 10ngah may issue a credit for the applicable fees to a merchant's billing statement.
You are responsible for paying all fees and applicable taxes associated with using the Services.
Price: Merchants are required to list prices, applicable taxes and shipping costs for the products they sell through the 10ngah Marketplace. 10ngah's Commission shall be based on the prices and shipping costs that merchant lists for their products. 10ngah reserves the right to adjust the prices or shipping costs displayed to users to optimize sales for our merchants. This does not affect the amount or percentage 10ngah has agreed to pay to the merchant for their orders. 10ngah will payout merchant the remainder of all sums less its Commission, and less any applicable taxes that are required by law to be withheld by 10ngah. 10ngah intends to charge for, and collect, estimated amounts of applicable U.S. state and local transaction taxes on each merchant transaction. 10ngah is not responsible for the charging or collection of non-U.S. transaction taxes (e.g., value added taxes). It is merchant's obligation to report to 10ngah all U.S. jurisdictions (State and local) where merchant has a presence that gives rise to "nexus" with that jurisdiction, and therefore, tax collecting responsibilities. 10ngah will remit to merchant all collected U.S. transaction taxes on merchant's 10ngah transactions to be held in trust and conveyed to by merchant to the appropriate taxing authority. Where 10ngah has remitted to merchant all collected transaction taxes from merchant's 10ngah transactions, or merchant has not accurately reported to 10ngah all jurisdictions where merchant has tax collecting responsibilities, merchant agrees to defend, indemnify and hold harmless 10ngah, its officers, directors, and affiliates, from any and all claims arising from or related to failure to pay taxes on merchant's 10ngah transactions.
10ngah uses Paypal, Inc. (Paypal) for payment processing. In order for you and 10ngah to use Paypal’s payment processing services, you must enter into the Merchant Services Agreement (MSA) with Paypal and its sponsoring bank. By accepting this Agreement, you agree: (a) that you have downloaded or printed the MSA, and (b) that you have reviewed and agree to the MSA. Please note that 10ngah is not a party to the MSA and that you, Paypal and Paypal’s sponsoring bank are the three parties to the MSA and that 10ngah has no obligations or liability to you under the MSA. If you have questions regarding the MSA, please contact Paypal.
A merchant's shipped transactions may be eligible for payment once their transactions are confirmed as shipped with a valid tracking number. Transactions must be shipped with a 10ngah-supported carrier. Transactions that cannot be confirmed as shipped may be ineligible for payment. 10ngah will pay merchants for eligible daily transactions after a 14-day reserve period. This payment will be a net amount: the merchant's prices (product and shipping) less our Commission and any other amounts due to 10ngah under this Agreement and any applicable taxes and fees. 10ngah reserves the right to require proof of shipment and proof of delivery by 10ngah-supported carriers as well as any other related shipping information for any transactions.
10ngah monitors all sellers for order quality. 10ngah may review your account and your reserve requirements may be raised, lowered or removed from time to time.
4. Listing and Selling
Listing Description: By listing an item on the Site or App you warrant that you and all aspects of the item comply with 10ngah's published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your 10ngah shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical.
Shop Policies: All merchants are urged to outline shop policies for their 10ngah shop. These policies may include, for example, shipping, returns, payment and selling policies. Merchants must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with 10ngah's site-wide policies. Merchants are responsible for enforcing their own reasonable shop policies. 10ngah reserves the right to request that a merchant modify a shop policy.
Binding Sale: All sales are binding. The merchant is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner and not to exceed the stated shipment period or, if not stated, 30 days from the date the order is placed, unless there is an exceptional circumstance, such as: (a) the merchant has a family emergency or (b) the merchant is out of town. In the case of such a circumstance, merchant should communicate with 10ngah in a reasonable and timely manner regarding the delay and provide an expected date for shipment. If the order is outside the estimated ship time with no proof of the order in transit, 10ngah reserves the right to cancel and refund an order to the customer.
Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Merchant may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Merchant may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding 10ngah transaction fees, misrepresent the item's location, or use another merchant's account without 10ngah’s prior permission.
Shipment of Orders: The merchant must prominently and clearly state the shipment period for their items, which should not exceed 30 days, unless given explicit approval by 10ngah. For each item you list on the Site, you will provide to us the state or country from which the item ships. At our request, you will provide to us (using the processes and timing that we designate) any requested information regarding shipment, tracking and order status, and we may make any of this information publicly available. If you fail to provide such shipment information within the time frame specified by us (e.g., 30 days after the date an order was placed) OR if the order is outside the estimated ship time with no proof of the order in transit, we may in our sole discretion cancel (and/or direct you to stop and/or cancel) any such transaction, and you will stop and/or cancel any such transaction upon such request by us and refund the customer in full.
Reservation of Rights. 10ngah retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Agreement) that has been charged for an order that we stop or cancel.
5. The Transaction Service
The Transaction Service. By using the Services, you authorize 10ngah to act as your agent for purposes of processing payments, refunds and adjustments for your Transactions (as defined below), receiving and holding Sales Proceeds (as defined below) on your behalf, remitting Sales Proceeds to your bank account, and paying 10ngah and its affiliates amounts you owe in accordance with this Agreement (collectively, the "Transaction Service"). Your “Transaction" means any sale of your items through the Site. "Sales Proceeds" means the gross proceeds from any of your Transactions, including all shipping and handling, and other charges, but excluding any taxes separately stated and charged. Notwithstanding anything to the contrary in this Agreement, 10ngah may in its discretion perform the Transaction Services described in this Section.
a. 10ngah may provide refunds or adjustments to buyers for your Transactions through the Transaction Service using Merchant’s Payment Account or by issuing invoices to Merchant for amounts due to 10ngah and/or to your buyers.
b. Payment history will be reflected in the Store Dashboard summary. 10ngah will initiate payment to the Merchant's Payment Account on a rolling 14-day cycle based on the shipment date or on the next Business Day if the scheduled Payment Date falls on a non-Business Day. The amount of the fees for the Services will be posted to Merchant's Store Dashboard and will be deducted from the balance of credits in the Merchant's Payment Account to be remitted to you on the next Payment Date. To the extent the Sales Proceeds are equal or greater than the amount you owe, Sales Proceeds may be applied to the payment of any fees and amounts you owe to 10ngah under this Agreement. Payment to 10ngah with Sales Proceeds will not limit 10ngah’s rights to collect any other amounts you owe.
c. Transfers to the Merchant's Bank Account will generally be credited within five Business Days of the date we initiate the transfer. On occasion, we may send Merchant a paper check instead of an electronic credit to Merchant's Bank Account. We will do so, for instance, if Merchant's bank will not accept an electronic credit to Merchant's Bank Account.
d. If we or our affiliates reasonably conclude based on information available to us or our affiliates that Merchant's actions and/or performance in connection with the Services may result in buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Agreement until the completion of any investigation(s) regarding any Merchant actions and/or performance in connection with this Agreement. We will not be liable to Merchant if we act in accordance with the provisions of this Section.
e. We may refuse service to anyone for any reason. We will bear the risk of credit card fraud (i.e., fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with your Transactions, and Merchant will bear all other risk of fraud or loss. We will not bear the risk of credit card fraud in connection with any of Merchant's products that are not fulfilled strictly in accordance with the order information and shipping information that 10ngah provides you in Section 4 above. 10ngah reserves the right to seek reimbursement from Merchant if 10ngah, in its sole discretion, decides to reimburse buyer under the terms of the Site, provide a refund to buyer if Merchant cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from buyer's credit card issuer for the amount of buyer's purchase from Merchant. We may obtain reimbursement of any amounts owed by Merchant to 10ngah or us by deducting from future payments owed to Merchant, reversing any credits to Merchant's Bank Account, or seeking such reimbursement from Merchant by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.
f. We reserve the right, upon termination of this Agreement or Merchant’s use of the Services, to set off against any payments to be made to Merchant, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to buyers in connection with your Transactions from Merchant's Bank Account for a prospective three-month period. At the end of such three-month period following termination, we will disburse to Merchant any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to buyers, or seek reimbursement from Merchant via any of the means authorized in this Section 5 for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to buyers, as applicable.
g. Sales Proceeds will be held in an account under Merchant’s Account (a "Payment Account") prior to payment to Merchant as set forth above and will represent an unsecured claim against payments or amounts due or owed by Merchant to 10ngah or any of its affiliates (“Amounts Due”). Sales Proceeds are not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to you, 10ngah may combine Sales Proceeds held with the funds of other users of the Services, distribute them as set forth in this Agreement, or use them for other purposes permitted by applicable laws. You will not receive interest or any other earnings on any Sales Proceeds. To the extent required by applicable laws, 10ngah will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.
6. Non-Disclosure of Confidential Information
Participating as 10ngah merchant or making use of the Services will expose you to certain confidential and proprietary information of 10ngah (“Confidential Information”). For example, as a user of 10ngah’s “Buy on 10ngah” service, you will learn the business methods 10ngah uses to carry out its program including pricing, fulfillment and marketing strategies. You will also correspond regularly with 10ngah regarding your use of the Services. You agree to not disclose or use 10ngah’s Confidential Information except as necessary to carry out the purpose of this Agreement, and you further agree to not disclose or make public any communications you may have with 10ngah.
7. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding to 10ngah and any and all data, text, information, usernames, trademarks, logos, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post and display on 10ngah.
Restricted Activities: Your Content and your use of 10ngah shall not:
Be false, inaccurate or misleading
Be fraudulent or involve the sale of illegal, counterfeit or stolen items
Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy
Violate this Agreement, 10ngah’s Merchant Policy, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising)
Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall
Be defamatory, trade libelous, unla wfully threatening, unlawfully harassing, impersonate or intimidate any person (including 10ngah staff or other merchants), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
Be obscene or contain pornography, nudity, or adult material
Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
Host images not part of a listing
Modify, adapt or hack 10ngah or modify another website so as to falsely imply that it is associated with 10ngah
Appear to create liability for 10ngah or cause 10ngah to lose (in whole or in part) the services of 10ngah's ISPs or other suppliers
Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, 10ngah’s Merchant Policy, or other policy documents as posted on 10ngah.
Solicit business for, direct sales to, or promote any website, service, or entity outside of 10ngah
Furthermore, you may not list any item on 10ngah (or consummate any transaction that was initiated using the Service) that could cause 10ngah to violate any applicable law, statute, ordinance or regulation, or that violates 10ngah’s Terms of Service. 10ngah has the right to freeze your Merchant Account temporarily or permanently if it believes you are in violation of these terms or any applicable law. 10ngah reserves the right to suspend or cancel your account and to refund any losses from the frozen capital in your Merchant Account and/or to charge you for any such losses.
If 10ngah makes a request for requirements or information related to the Content or marketing of your products or any transaction of yours at any time, you shall provide the written proof of having obeyed the requirement or provide the requested information of 10ngah and related law in the time frame set forth in the request.
If 10ngah has reason to believe that you have used the Services in any manner that would cause 10ngah to violate any applicable law, statute, ordinance or regulation, or that violates the right of any merchant’s account, you shall be responsible for any related losses, refunds, costs, compensation and other fees. In additional, if you are involved in such restricted activities or in violation of this provision, you shall pay USD $500 as penalty per incidence.
Without limiting 10ngah’s remedies for any violation of any provision above (or any other provision in any other agreement between you and 10ngah), if 10ngah in its sole discretion determines that you violate any of the above provisions, 10ngah may, temporarily or permanently, freeze the funds in your account, including, without limitation, all capital therein and any payment to you therefrom, and to suspend or cancel your Merchant Account.
Re-Posting Content: By posting Content on 10ngah, it is possible for an outside website or a third party to re-post that Content. You agree to hold 10ngah harmless for any dispute concerning this use.
9. Resolution of Disputes and Release
In the event a dispute arises between you and 10ngah or you are required to notify 10ngah of a dispute, please contact 10ngah in a timely and reasonable manner at the following email: firstname.lastname@example.org.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration, using the English language. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.
Should you have a dispute with one or more users, or an outside party, you release 10ngah (and 10ngah's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. 10ngah encourages merchants to report merchant-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
10ngah, for the benefit of merchants, may try to help merchants resolve disputes. 10ngah does so in 10ngah's sole discretion, and 10ngah has no obligation to resolve disputes between merchants and users or between merchants and outside parties. To the extent that 10ngah attempts to resolve a dispute, 10ngah will do so in good faith based solely on 10ngah's policies. 10ngah will not make judgments regarding legal issues or claims.
10ngah will comply with all judgments or court orders regarding merchant and user disputes.
10. 10ngah's Intellectual Property
10ngah, and all other 10ngah graphics, logos, designs, page headers, button icons, scripts, web pages, and service names are registered trademarks, trade dress or copyright of 10ngah LLC., in the U.S. and/or other countries. 10ngah's copyrights, trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service without 10ngah’s prior written approval.
11. Access and Interference
Take any action that imposes, or may impose, in 10ngah's sole discretion, an unreasonable or disproportionately large load on 10ngah's infrastructure
Copy, reproduce, modify, create derivative works from, distribute or publicly display any other merchant Content (except for your Content) from the Site or App without the prior express written permission of 10ngah and the appropriate third party, as applicable
Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site or App
Without limiting any other remedies, 10ngah may, without notice, and without refunding any fees, delay or immediately remove Content, warn 10ngah's community of a merchant's actions, issue a warning to a merchant, temporarily suspend a merchant, temporarily or indefinitely suspend a merchant's account privileges, terminate a merchant's account, prohibit access to the Services, and take technical and legal steps to keep a merchant off the Services and refuse to provide services to a merchant if 10ngah, in its sole discretion, has reason to believe that any of the following apply:
14. No Warranty
10ngah, 10ngah'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND 10ngah'S SUPPLIERS PROVIDE 10ngah'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. 10ngah, 10ngah'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND 10ngah'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM 10ngah SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
15. Limitation of Liability
IN NO EVENT SHALL 10ngah, AND (AS APPLICABLE) 10ngah'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR 10ngah'S SUPPLIERS 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 APP, 10ngah'S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
10ngah'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF 10ngah'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO 10ngah IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD 10ngah AND (AS APPLICABLE) 10ngah'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY INFRINGEMENT.
Either party may terminate this Agreement for any reason without advanced notice. In order for merchant to terminate this Agreement, merchant must uninstall the 10ngah application. Upon termination, the parties agree to use reasonable efforts to reconcile any amounts due either party under this Agreement, and make any final payments due under this Agreement within 30 days of termination. 10ngah may, in its reasonable discretion, suspend merchant’s use of the Services at any time, if in 10ngah believes in its reasonable judgment, that such suspension is necessary to protect 10ngah’s business and/or customer relations.
18. No Guarantee
10ngah does not guarantee continuous, uninterrupted access to the Services, and operation of the Services may be interfered with by numerous factors outside 10ngah's control. Exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of Texas.
19. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any sales of items you make on the Site or App (excluding any taxes on 10ngah's net income).
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
21. No Agency
You and 10ngah are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
22. 10ngah Services
10ngah reserves the right to modify or terminate the Services for any reason, without notice, and at any time. You understand that 10ngah may block, suspend or terminate your access to the Services, and you therefore are not relying on 10ngah in any respect to maintain your access to the Services regardless of how much time, money and resources you expend related to your use of the Services. 10ngah reserves the right to alter this Agreement or other Site or App policies at any time, so please review the policies frequently. If 10ngah makes a material change 10ngah will notify you here, by email, by means of a notice on our homepage, or other places 10ngah deems appropriate.
23. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Texas and the United States of America.
Sections 3 (Fees and Billing), 6 (Non-Disclosure of Confidential Information), 8 (Content), 9 (Resolution of Dispute and Release), 10 (10ngah's Intellectual Property), 11 (Access and Interference), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (Termination), 18 (No Guaranty), 20 (Severability), 21 (No Agency), 23 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to 10ngah at 13021 Coit Road Ste 8, Dallas Texas 75240 (in the case of 10ngah) or, in your case, to the email address you provide to 10ngah (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, 10ngah may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to 10ngah in your Merchant Account. In such case, notice shall be deemed given three days after the date of mailing.
The Services hereunder are offered by 10ngah LLC., located at 13021 Coit Road Ste 8, Dallas Texas 75240
All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by us. We will send notices to Merchant at the e-mail address maintained in our records for Merchant. Merchant will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. Merchant will send notices to us using email@example.com.