The products you offer for sale on League of Golf Cart must comply with your seller agreement, including all applicable League of Golf Cart policies, and all applicable laws and regulations. Before listing products, make sure that you understand all your responsibilities as a seller.
Prohibited seller activities and listing restrictions
To sell on League of Golf Cart, you may not engage in any of the activities described in our policy on Prohibited Seller Activities and Actions. You also may not list products that:
Violate our Restricted Products Policy
Violate any applicable domestic or international laws
Violate a third party’s intellectual property rights
Violate any other League of Golf Cart policies
What requires pre-approval?
Some categories, brands, and products require League of Golf Cart’s pre-approval before you can list them. Please review our Category and Product Restrictions.
When we identify a violation of our policies, we take appropriate action, which may include suspending or terminating League of Golf Cart privileges.
If you see activity that appears to be violating League of Golf Cart's rules and policies, you can report it here.
Intellectual property rights owner or their agents can notify League of Golf Cart of copyright and trademark infringements here or leave messages.
Seller Agreement and Related Policies
Make sure to read and understand all applicable League of Golf Cart agreements and policies for the marketplaces in which you sell, as marketplaces may have unique policies and agreements. Following are the selling agreement and a number of additional related policies for selling on League of Golf Cart.
Here are some of the key requirements for selling on League of Golf Cart:
Important Information for International Sellers
Maintaining a trusted marketplace for buyers and sellers is our top priority. We are constantly innovating on behalf of our customers to improve the services we offer and the ways we monitor our marketplace. When we identify a violation of our policies, we take appropriate action, which may include suspending or removing your selling privileges.
League of Golf Cart Services Business Solutions Agreement
Welcome to League of Golf Cart Services Business Solutions . As used in this Agreement, "we," "us," and "League of Golf Cart" means the applicable League of Golf Cart Contracting Party and any of its applicable Affiliates, and "you" means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. If there is a conflict among terms in this Agreement, the Program Policies will prevail over any applicable Service Terms and the General Terms, and the applicable Service Terms will prevail over the General Terms.
To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.
2.Term and Termination.
The term of this Agreement will start on the date of your completed registration for or use of a Service, whichever occurs first, and continue until terminated by us or you as provided in this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service for any reason at any time by notice to you. You may terminate this Agreement or any Service for any reason at any time by the means then specified by League of Golf Cart. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of League of Golf Cart Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the applicable League of Golf Cart Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you or your Affiliates to League of Golf Cart or its Affiliates is at all times accurate and complete; and (d) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
You release us and agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any of Your Sales Channels other than League of Golf Cart Sites and League of Golf Cart Associated Properties, Your Products (including their offer, sale, performance, and fulfillment), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or (d) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
6. Disclaimer & General Release.
a. THE League of Golf Cart SITES AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE League of Golf Cart SITES, THE SERVICES, THE MWS SITE, AND SELLER CENTRAL AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE League of Golf Cart SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
b. BECAUSE League of Golf Cart IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES League of Golf Cart (AND ITS AGENTS AND EMPLOYEES) FROM 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.
7. Limitation of Liability.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF League of Golf Cart HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS.
During the course of your use of the Services, you may receive information relating to us or to the Services, including but not limited to League of Golf Cart Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain League of Golf Cart's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
9. Force Majeure.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
10. Relationship of Parties.
11. Use of League of Golf Cart Transaction Information.
You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any League of Golf Cart Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any League of Golf Cart Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an League of Golf Cart Site user. In addition, you may only use tools and methods that we designate to communicate with League of Golf Cart Site users regarding Your Transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of Your Products.
12. Suggestions and Other Information.
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any League of Golf Cart Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content.
We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on Seller Central, or on the applicable League of Golf Cart Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the General Terms and the Service Terms will be posted for at least 30 days. Changes to Program Policies may be made without notice to you. You should refer regularly to Seller Central, as applicable, to review the current Agreement (including the Service Terms and Program Policies) and to be sure that the items you offer can be offered via the applicable Service. YOUR CONTINUED USE OF A SERVICE AFTER League of Golf Cart'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
14. Password Security.
Any password we provide to you may be used only during the Term to access the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. If the Elected Country is Japan, League of Golf Cart and you both consent that any dispute with League of Golf Cart or its Affiliates or claim relating in any way to your use of the Services or this Agreement as it relates to your use of the Services in Japan will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts. If the Elected Country is the United States, Canada, or Mexico, League of Golf Cart and you both consent that any dispute with League of Golf Cart or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify and (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, CSC Services of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, NV 89119. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Likewise, League of Golf Cart will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location. League of Golf Cart and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration League of Golf Cart and you each waive any right to a jury trial.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them.
Because League of Golf Cart is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms (if the Elected Country for a Service is the United States)), or the customer’s agent for any purpose, League of Golf Cart will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.
We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your program application, as applicable, or by any other means then specified by League of Golf Cart. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any "E-mail Preferences" (or similar preferences or requests) you may have indicated on the applicable League of Golf Cart Site, on Seller Central, or by any other means. You may change your e-mail addresses and certain other information, as applicable. You will ensure that all of your information is up to date and accurate at all times. You must send all notices and other communications relating to League of Golf Cart to our Merchant Services Team by using the Contact Us form.
This Agreement incorporates and you accept the applicable Service Terms and Program Policies, which League of Golf Cart may modify from time to time. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. We may make available translations to this Agreement and the applicable Service Terms and Program Policies, but the English version will control. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.
"Service Terms" means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.
"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to League of Golf Cart or its Affiliates.
"Your Personnel" means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.
"Your Product" means any product or service (including Optional Coverage Plans) that you: (a) have offered through the Selling on League of Golf Cart Service; (b) have made available for advertising through the League of Golf Cart Clicks Service; or (c) have fulfilled or otherwise processed through the Fulfillment by League of Golf Cart Service.
"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
"Your Transaction" means any sale of Your Product(s) through an League of Golf Cart Site.
S-1 Your Product Listings and Orders.
S-1.1 Products and Product Information.
You will provide in the format we require accurate and complete Required Product Information for each product or service that you offer through any League of Golf Cart Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any League of Golf Cart Site comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on any League of Golf Cart Sites; or provide any URL Marks for use, or request that any URL Marks be used, on any League of Golf Cart Site.
S-1.2 Product Listing; Merchandising; Order Processing.
We will enable you to list Your Products on a particular League of Golf Cart Site, and conduct merchandising and promote Your Products as permitted by us (including via the League of Golf Cart Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable League of Golf Cart Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and League of Golf Cart may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable League of Golf Cart Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Selling on League of Golf Cart Service Terms.
S-2 Control of League of Golf Cart Sites.
We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the League of Golf Cart Sites, including by redesigning, modifying, removing, or restricting access to any of them, and by suspending, prohibiting, or removing any listing.
S-3 Effect of Termination.
Upon termination of these Selling on League of Golf Cart Service Terms in connection with a particular League of Golf Cart Site, all rights and obligations of the Parties under these Selling on League of Golf Cart Service Terms with regard to such League of Golf Cart Site will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
F-8 Customer Service
For Multi-Channel Fulfillment Units we will have no customer service obligations other than to pass any inquiries to your attention at the contact you provide, and to make available a reasonable amount of information regarding the status of the fulfillment of Your Products if you request it and if and to the extent we possess the requested information. You will ensure that all of your policies and messaging to your customers regarding shipping of Your Products and other fulfillment-related matters, reflect our policies and requirements, including with regard to shipping methods, returns, and customer service; and, you will conspicuously display on your website(s), in emails or in other media or communications any specific disclosures, messaging, notices, and policies we require.
Marketplace Web Service Terms
The Marketplace Web Service (“MWS”) is a Service that enables your systems to interface with certain features or functionality available to Sellers. These MWS Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in MWS.
BY REGISTERING FOR OR USING THE MARKETPLACE WEB SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE MARKETPLACE WEB SERVICE TERMS.
MWS-1 Description of the Marketplace Web Service.
We may make available to you MWS Materials that permit your systems to interface with certain features or functionality available to Sellers. MWS and MWS Materials are provided by us at no charge, subject to the General Terms of this Agreement and the Marketplace Web Service Terms. All terms and conditions applicable to MWS and MWS Materials are solely between you and us. MWS Materials that are Public Software may be provided to you under a separate license, in which case, notwithstanding any other provision of this Agreement, that license will govern your use of those MWS Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license governing any MWS Materials that are Public Software, all of the non-license provisions of this Agreement will apply.
MWS-2 License and Related Requirements.
Subject to your completion of our online registration process for MWS and compliance with the terms of this Agreement, including all applicable Program Policies, we grant you a limited, revocable, non-exclusive, non-sublicenseable, nontransferable license to do the following: (a) access and use MWS, and install, copy, and use MWS Materials, solely in support of your use of the Services covered by this Agreement in accordance with any applicable MWS Specifications, or (b) access and use MWS, and install, copy, use, and distribute MWS Materials, for the purpose of integrating or enhancing a Seller’s systems with the features and functionality permitted by us to be accessed through MWS, but solely in support of Sellers who (i) we approve as participating in good standing in the applicable Services covered by this Agreement, and (ii) have specifically authorized you to provide support services for their Selling Account under an agreement between you and the applicable Seller.
MWS-2.2 Selling Account.
You must maintain a Selling Account (which may be a Staging Account) in good standing at all times during the Term.
MWS-2.3 License Restrictions.
You may use and access MWS and applicable MWS Materials only through MWS APIs documented and communicated by us to you. You may not and may not authorize any other party to do any of the following with MWS or MWS Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that MWS or any MWS Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; or (h) engage in any activities we otherwise prohibit. In addition, all licenses granted in these Marketplace Web Service Terms are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
MWS-2.4 Account Identifiers and Credentials.
To access MWS APIs, you must use your Account Identifiers and Credentials in accordance with these Marketplace Web Service Terms. Your Account Identifiers and Credentials are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.
MWS-2.5 Security of Your Information.
You are solely responsible for the development, content, operation, and maintenance of Your Information, and for properly configuring and using MWS and taking your own steps to maintain appropriate security, protection and backup of Your Information, including using encryption technology to protect them from unauthorized access and routinely archiving them. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any of Your Information in connection with MWS (including as a result of your or any Seller’s or other third party’s errors, acts, or omissions).
MWS-2.6 MWS Applications.
Prior to making your MWS Application available for commercial use, you must thoroughly test your MWS Application to ensure that it operates properly with MWS and MWS Materials, including, without limitation, that it complies with MWS Specifications.
MWS-2.7 Information and System Access.
To the extent you access or use MWS or MWS Materials for the purposes set forth in
Section MWS-2.1 of this Agreement, you will not access or use any Selling Account unless and only for so long as the access and use is (a) approved beforehand in writing by the Seller as part of a binding agreement between you and the Seller, and (b) required to deliver or operate an MWS Application to or on behalf of the Seller in accordance with that agreement. You may not modify the account settings, Content, or offers of any Selling Account or make any other change to a Selling Account except to the extent authorized in writing by the Seller as part of a binding agreement between you and the Seller. You will not access or use any MWS Transaction Information or Personal Information for any purpose other than the delivery or operation of an MWS Application to or on behalf of the Seller. You may not reproduce or disseminate or disclose to any third party any MWS Transaction Information or Personal Information for any purpose. Without limiting the foregoing, you will (i) take appropriate technical and organizational measures to protect against unauthorized or unlawful processing or use of MWS Transaction Information or Personal Information and against accidental loss or destruction of, or damage to, MWS Transaction Information or Personal Information, (ii) maintain all MWS Transaction Information and Personal Information logically separate from all other information, and (iii) at all times ensure that you are aware of and have documentation of the location of all copies of any MWS Transaction Information or Personal Information stored by or for you.
MWS-3.1 Termination of Your Access to MWS and MWS Materials.
Without limiting the parties’ rights and obligations under the Agreement, we may limit, suspend, or terminate your access to MWS and all MWS Materials at any time and for any reason upon notice to you, including but not limited to circumstances where your access to any other Service is suspended or terminated, where the access of any Seller you support to use one or more Services is suspended or terminated, or if we determine:
your use of MWS or MWS Materials (a) poses a security risk to MWS or MWS Materials or any Seller or other of our customers, (b) may harm our systems or any Seller or other of our customers, or (c) may subject us or any third party to liability;
you are using MWS or MWS Materials for fraudulent or illegal activities;
our provision of any aspect of MWS or MWS Materials to you is prohibited by law.
Upon any suspension or termination of your access to MWS, you will immediately cease use of MWS and all MWS Materials. Upon any termination of your access to MWS, you will also immediately destroy all MWS Materials. Upon any suspension or termination of your access to MWS, we may cause your Account Identifiers and Credentials to cease to be recognized by the League of Golf Cart Network for the purposes of MWS and MWS Materials.
MWS-3.2 Effect of Termination.
Upon termination of these Marketplace Web Service Terms, all rights and obligations of the Parties under these Marketplace Web Service Terms will be extinguished, except that Sections MWS-1, MWS-3, MWS-4, MWS-5, MWS-6, MWS-7, MWS-8, MWS-9, and MWS-10 survive termination.
MWS-4 Modifications to MWS or MWS Materials.
We may change, deprecate, or discontinue MWS or MWS Materials (including by changing or removing features or functionality of MWS or MWS Materials) from time to time.
For notices made by you to us under these Marketplace Web Service Terms and for questions regarding this Agreement, MWS, or MWS Materials, you may contact us at the Contact Address.
If you suggest to us improvements to MWS or MWS Materials (collectively, "MWS Suggestions"), in addition to the rights you grant to us in the General Terms, we will own all right, title, and interest in and to the MWS Suggestions, even if you have designated the MWS Suggestions as confidential. We will be entitled to use the MWS Suggestions without restriction. You irrevocably assign to us all right, title, and interest in and to the MWS Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the MWS Suggestions. We reserve the right to contact Sellers in order to conduct periodic surveys to ascertain Sellers’ general level of satisfaction with the MWS and MWS Materials and with your delivery of related services to Sellers, and you agree that we may publically report the results of surveys without restriction.
MWS-7 Rights in MWS, MWS Materials, MWS Specifications, and the League of Golf Cart Network.
As between you and us, we or our licensors own all right, title, and interest in and to MWS, MWS Materials, MWS Specifications, and the League of Golf Cart Network. Except as provided in Section MWS-2 of this Agreement, you obtain no rights under this Agreement from us or our licensors to MWS, MWS Materials, MWS Specifications, or the League of Golf Cart Network, including any related intellectual property rights.
In addition to your obligations under the General Terms of this Agreement, you agree to defend, indemnify, and hold harmless us, our Affiliates, our and their licensors, and each of our and their respective employees, officers, directors, and representatives from and against any Claims arising out of or relating to: (a) your use of MWS or MWS Materials (including any of Your Materials you upload, transfer, or otherwise make available to or through MWS); (b) Your Information or the combination of Your Information with other applications, Content, or processes, including any claim involving alleged infringement or misappropriation of third party rights or the use, development, design, production, advertising, or marketing of Your Information; or (c) any dispute between you and any Seller. If we or any of our Affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process in connection with your use of MWS or MWS Materials (including as described in clause (a) above), you will also reimburse us for reasonable attorneys’ fees, as well as our or their employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our or their then-current hourly rates. For Claims outlined in clauses (a) through (c) above, you must: (i) defend against any Claim with counsel of your own choosing (subject to our prior written consent); or (ii) settle the Claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the Claim at any time.
IN ADDITION TO THE DISCLAIMERS IN THE GENERAL TERMS OF THIS AGREEMENT, MWS AND MWS MATERIALS ARE PROVIDED "AS IS". WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING MWS OR MWS MATERIALS, INCLUDING ANY WARRANTY THAT MWS OR MWS MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY SOFTWARE, DATA, TEXT, AUDIO, VIDEO, IMAGES, OR OTHER CONTENT YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH MWS, INCLUDING YOUR INFORMATION, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE INABILITY TO USE MWS OR MWS MATERIALS, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO MWS OR MWS MATERIALS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO MWS OR MWS MATERIALS; OR (D) ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO MWS OR MWS MATERIALS. WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAY DISCONTINUE PROVIDING OR DEPRECATE MWS AND ANY MWS MATERIALS, AND MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF MWS AND ANY MWS MATERIALS FROM TIME TO TIME, AND YOU AGREE THAT NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE LIABLE TO YOU FOR ANY OF THE FOREGOING ACTIONS.
MWS-10 Other Terms.
MWS-10.1 Non-Exclusive Rights.
The rights we grant you in this Agreement are nonexclusive, and we reserve the right (a) to develop or have developed for us products, services, concepts, systems, or techniques that are similar to or compete with any of the products, services, concepts, systems, or techniques that you may develop or use in connection with MWS or MWS Materials and (b) to hire, appoint, or assist third party developers or systems integrators who may offer products, services, concepts, systems, or techniques that are similar to or compete with yours. Each of us will be free to establish our own pricing for our products and services. As between you and us, you will be solely responsible and liable for payment of all costs and expenses of any nature incurred by you or your employees in connection with the performance of your obligations and exercise of your rights under these Marketplace Web Service Terms or under any agreement you enter into with any Seller or other third party.
You agree not to disclose any Confidential Information we make available under these Marketplace Web Service Terms. However, you will not be required to maintain the confidentiality of any information we make available under these Marketplace Web Service Terms that: (a) is or becomes publicly available without breach of this Agreement; (b) can be shown by documentation to have been known to you at the time of your receipt from us without breach of this Agreement or any other agreement between you and us; (c) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (d) can be shown by documentation to have been independently developed by you without reference to Confidential Information.
MWS-10.3 Import and Export Compliance.
In using MWS and MWS Materials, you will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control.
MWS-10.4 No Third Party Beneficiaries.
Except as expressly set forth in these Marketplace Web Service Terms, these Marketplace Web Service Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Marketplace Web Service Terms.
Marketplace Web Service Definitions
"Account Identifiers and Credentials" means account IDs and any unique public key/private key pair issued by us or an Affiliate Company that enables you to access and use MWS or MWS Materials.
"League of Golf Cart Network" means our and our Affiliate Companies’ internal data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within our or their reasonable control and are used to provide MWS or MWS Materials.
"API" means an application programming interface.
"MWS Application" means a software application or website that interfaces with MWS or MWS Materials.
"MWS Materials" means any software, data, text, audio, video, images, or other Content we make available in connection with MWS, including APIs, related documentation, software libraries, and other supporting materials, regardless of format.
"MWS Specifications" means any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to MWS or MWS Materials.
"MWS Transaction Information" means any information, data, or Content relating to any Selling Account, to any customer, or to any transactions processed by or for the League of Golf Cart Contracting Party or any of its Affiliate Companies or on any website.
"Personal Information" means all personally identifiable information relating to Sellers and customers and other third parties including, but not limited to, name, address, e-mail address, phone number, survey responses, and purchases.
"Public Software” means any software, documentation, or other material that contains, or is derived (in whole or in part) from, any software, documentation, or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including but not limited to software, documentation, or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.
"Seller" means any person or entity (including you, if applicable) that is participating in a service covered by this Agreement.
"Selling Account" means the password protected account we make available to a Seller in support of its participation in one or more Services covered by this Agreement.
"Staging Account" means a Selling Account with status “in staging” that we make available to a third party service provider whom we allow to access our online portals and tools provided to Sellers for the purpose of integrating or enhancing a Seller's systems with the features or functionality made accessible by us through MWS or MWS Materials.
"Your Information" means the software, data, text, audio, video, images, or other Content that you use in connection with MWS or MWS Materials, that you cause to interface with MWS, or that you upload to MWS.
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