This Merchant Tools Agreement governs your use of GreenZap’s Merchant Tools to accept payment for items for sale and governs all other related uses of the GreenZap system by you. PLEASE READ THIS MERCHANT TOOLS AGREEMENT CAREFULLY. YOU MUST AGREE TO THESE TERMS IN ORDER TO ACCESS AND USE GREENZAP’S MERCHANT TOOLS. IF YOU AGREE TO THESE TERMS, PLEASE CLICK ON THE "I HAVE READ, UNDERSTAND, AND AGREE TO THIS MERCHANT TOOLS AGREEMENT" AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE GREENZAP’S MERCHANT TOOLS.
GreenZap reserves the right to change any of the terms and conditions contained in this Merchant Tools Agreement or any policies or rules governing GreenZap’s Merchant Tools at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Merchant Tools Agreement or such policies and rules on the GreenZap.com site. Material changes to the Merchant Tools Agreement shall be accompanied with a 30 day notice on the Merchant Tools area of the Site, and you are solely responsible for reviewing any such notice and the corresponding changes to the Merchant Tools Agreement. IF YOU CONTINUE TO USE GREENZAP’S MERCHANT TOOLS FOLLOWING ANY SUCH REVISIONS TO THE MERCHANT TOOLS AGREEMENT OR SUCH POLICIES AND RULES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY SUCH CHANGES, DO NOT CONTINUE TO USE GREENZAP’S MERCHANT TOOLS AND ASSOCIATED SERVICES.
Agreement to Greenzap's User Agreement and Privacy Policy. The terms of this Merchant Tools Agreement are in addition to and supplement to GreenZap’s User Agreement. By clicking below to accept this Merchant Tools Agreement, you also affirm your agreement to abide by GreenZap's User Agreement and Privacy Policy.
Seller Eligibility. You must be 18 years or older to use the GreenZap’s Merchant Tools and must be able to lawfully enter into and form contracts under applicable law. In setting up a GreenZap Gold account, you must provide your real name, current address, phone number, email address, and valid credit card or banking information. You authorize GreenZap to verify the accuracy of your information and to perform background or credit checks as it desires. GreenZap reserves the right to deny or terminate a user account at any time for any reason.
Purpose and Use of GreenZap’s Merchant Tools. GreenZap provides the Merchant Tools solely as a payment portal for sellers to accept payment for products and services they are offering on their website independent of GreenZap. When buyers make a purchase from you using GreenZap’s “Buy Now” button, they are purchasing the product from you and not from GreenZap.com. You agree that GreenZap is not an agent for you or for the buyer and has no authority to act on your or on a buyer's behalf. Because GreenZap is not involved in the transaction between you and buyers, GreenZap has no control over the buyers who make purchases or the ability of buyers to pay for items they may purchase from you. GreenZap has no responsibility to ensure that a buyer completes a transaction with you or makes final payment to you. You agree and represent and warrant that your use of the GreenZap’s Merchant Tools will comply with applicable laws, ordinances and regulations. At any time, GreenZap may terminate this Merchant Tools Agreement and may halt any pending transactions at any time without notice to you.
Payment. When you sell an item to a buyer using GreenZap’s “Buy Now” button, the buyer may authorize payment to you through the buyer's GreenZap account. Though payment may be authorized by a buyer through a buyer's GreenZap Account, GreenZap is not the purchaser of the item and any dispute with the buyer must be resolved by you directly with the buyer. When a buyer places an order with you through the GreenZap “Buy Now” button, GreenZap will authorize the applicable credit card for the entire order amount. Fees owed to GreenZap will be at the Merchant’s discretion to either be charged directly to the Seller's GreenZap user account or charged to the buyer who is purchasing the seller's goods and or services through GreenZap’s “Buy Now” button. GreenZap shall have no obligation to make any Seller Payment to seller with respect to any purchase made by a buyer, unless and until GreenZap actually receives payment from such buyer. Payments received from buyer will be deposited into your GreenZap user account. GreenZap may set transaction limits on any seller and will not be liable to seller for blocking or otherwise refusing to proceed with any transaction. GreenZap also reserves the right to withhold the payment of funds to you or to return funds to the buyer if we are currently investigating any claim or any suspected or alleged wrongful conduct by you or any violation of this Merchant Tools or User Agreement, and you agree that GreenZap will not be liable to you for any such amounts. Upon any termination or suspension of your account, GreenZap may hold all Seller Payments for 180 days to allow for outstanding transactions to clear and for the settlement of all amounts owed to GreenZap.
Information and Content Provided by Sellers. You agree and warrant that any product description you provide to GreenZap and any other information and/or content you provide to buyers at any time ("Seller Content"): (a) will be truthful, accurate and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any law, statute, ordinance or regulation; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and, (e) will not create liability for GreenZap. You agree that any all Seller Content may be publicly displayed by GreenZap as GreenZap sees fit and at no charge to GreenZap. You automatically grant, as well as represent and warrant that you have the right to grant to GreenZap (which includes, without limitation, all of GreenZap’s affiliated companies), an irrevocable, perpetual, sub licensable, transferable, non-exclusive, royalty-free and fully paid-up, worldwide right and license to use, copy, transmit, perform, display, modify and create derivative works, incorporate and imbed into other works, and distribute such Seller Content throughout the Site and all of the GreenZap’s properties and web sites (including, without limitation, those properties and web sites of GreenZap’s affiliated companies) in any medium or form now existing or later created.
Products You Sell Using GreenZap’s “Buy Now” Button. You hereby represent and warrant that you will not list, offer or sell products that: (a) are stolen or counterfeit; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) you do not have full right and authority to sell; (d) contain any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) violate any law, statute, ordinance or regulation (such as those governing export control or consumer protection); (f) contain any material that is obscene, pornographic or that contains child pornography; and/or (g) create liability for GreenZap. All listings will comply with GreenZap’s User Agreement which are deemed incorporated into this Merchant Tools Agreement. You agree to sell the product to the buyer for the listed purchase price you set. By using GreenZap’s “Buy Now” button, you agree to complete the transaction as contemplated by this Merchant Tools Agreement.
Shipment. GreenZap will notify you of order placement via your GreenZap Account and/or via email. We strongly recommend you ship items ordered by buyers within 48 hours following such notification of the order to avoid chargeback’s and other customer service issues. In the event GreenZap receives a customer service complaint you may be asked to provide shipping confirmation documentation. If GreenZap does not receive such shipment notification within the 48 hours of such request, GreenZap may cancel such order, and GreenZap shall have no liability to you with respect to such cancellation, including without limitation, for any shipment made in reliance on the order or notification of such order. You agree that GreenZap has no obligation to ship any product you sell to a buyer through GreenZap “Buy Now” button. You agree to pay the shipping charges in full for any product that you ship in connection with an order made by a buyer. You agree that legal ownership and all risk of loss of your items remains with you until the buyer physically receives the items from you.
Taxes. You agree that you are solely responsible for determining the amount of sales, use or other taxes that you may owe as a result of your sale, and are solely responsible to collect, report and remit any such sales, use or other taxes required under applicable law. You hereby represent and warrant that you will (a) identify all states in which you have an obligation to collect and remit sales and/or use tax during registration, (b) keep such information updated at all times, and (c) will remit all such taxes collected and provided to you through your GreenZap user account. Upon the request of GreenZap, you hereby agree to immediately provide verifiable proof acceptable to GreenZap of your remittance of all sales/use tax collected through the GreenZap “Buy Now” button and if you are unable to provide such proof to the satisfaction of GreenZap, GreenZap may withhold and retain all such amounts and/or terminate your GreenZap account. You acknowledge and agree that GreenZap has no responsibility to collect or report or remit sales, use or any other applicable taxes in connection with your sale. You hereby agree to fully indemnify, defend and hold GreenZap (and its affiliated entities) harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of sales or use tax in any way associated with any sale made by you through the GreenZap “Buy Now” button.
Fees. You agree to pay GreenZap the fees and charges set forth in this Merchant Tools Agreement and/or GreenZap’s User Agreement. These fees and charges may change from time to time without notice to you. All fees and charges are payable upon demand by GreenZap. You agree that GreenZap is authorized to charge any credit card connected to your GreenZap Account for these fees and charges in the event owed fees cannot be collected from your GreenZap user account available cash balance. You also agree that GreenZap may deduct such fees and charges from amounts payable to you by buyers. Without limiting any of its rights or remedies available at law or equity, GreenZap may suspend or terminate your GreenZap account if any such amounts are overdue, and all such overdue amounts shall be subject to a late charge equal to 1.5% per month, which interest will be immediately due and payable from the due date for payment until the date of actual receipt of the amount in cleared funds by GreenZap.
* Gold members (who have paid the $100.00 Gold member fee and who have been approved as a merchant) when using GreenZap's "Buy Now" button (API) on their website, have the ability to select the percentage of the transaction fee that is covered by the buyer, up to the entire amount, effectively reducing the cost per transaction to zero dollars for the seller. You will be able to establish your transaction fee parameters during the set-up of your "Buy Now" button(s).
Reserve Account; Security Interest. You expressly authorize GreenZap to establish a Reserve Account in an amount to be set by GreenZap in its sole discretion, based upon, among other things, your processing history and the potential risk of loss to us as we may determine from time to time. If your funds in the Reserve Account are not sufficient to cover the Chargeback's, adjustments, fees and other charges due from you, or if the funds in the Reserve Account have been released, you agree to promptly pay us such sums upon request.
A. The Reserve Account may be funded without notice. The Reserve Account may be funded as follows: (i) debits to your GreenZap Account or any other related accounts held by GreenZap; (ii) deductions or offsets to any payments otherwise due to you; (iii) such other lawful manner acceptable to us. In the event of termination of this Agreement by any party, an immediate Reserve Account may be established without notice in the manner provided above. Any Reserve Account will be held by us for the greater of ten (10) months after termination of this Agreement or for such longer period of time as is consistent with our liability for ACH and Credit Card transactions. In the event that your chargeback ratio exceeds 3% of your total transactions or transaction amounts, your reserve account will be converted to a discount fee and will be retained by GreenZap. Your funds held in a Reserve Account may be held in a commingled Reserve Account for the reserve funds of our Members. You shall not receive any accrued interest on any funds held by us as a result of your processing of transactions, including, but not limited to, funds held by us in a Reserve Account. Notwithstanding the foregoing, GreenZap shall be entitled to accrued interest on any such held funds.
B. To secure your obligations to us and our affiliates under this Merchant Tools Agreement and any other agreement, you hereby grant us a lien and security interest in and to any of your funds pertaining to ACH or Credit Card transactions contemplated by this Application and Agreement now or hereafter in our possession, whether now or hereafter due or to become due to you. In addition to any rights granted under applicable law, we are hereby authorized (any related notice and demand are hereby expressly waived) to set-off, recoup and to appropriate and to apply any and all such funds against and on account of your Obligations, whether such Obligations are liquidated, unliquidated, fixed, contingent, matured or
unmatured. You agree to duly execute and deliver to us such instruments and documents as may be reasonably requested to perfect and confirm the lien, security interest, right of set-off, recoupment and subordination set forth in this Application and Agreement.
No Cash Advances. You agree not to engage in behavior that could reasonably be construed as providing yourself a cash advance from your credit card, and agree not to assist other Users who engage in behavior that could reasonably be construed as providing themselves a cash advance from their credit cards. Such behavior includes, but is not limited to, a User paying someone with a credit card-funded payment through GreenZap, then receiving the funds back from the original recipient and attempting to disburse the funds from their account. GreenZap reserves the right to reverse all such transactions and to terminate any accounts that are associated with such behavior.
GreenZap Customer Service. Other than to verify that payment to you by a buyer through their GreenZap Account was completed, GreenZap does not provide any customer support for transactions made through the GreenZap “Buy Now” button. GreenZap will take reasonable steps to help facilitate communication between parties to encourage satisfied buyers and sellers.
Privacy. YOU ACKNOWLEDGE, CONSENT AND AGREE THAT GREENZAP (A) SHALL PROVIDE BUYERS WITH INFORMATION THAT IS REASONABLY NECESSARY FOR BUYERS TO COMMUNICATE WITH YOU REGARDING THE PURCHASE AND SHIPMENT OF GOODS AND SERVICES PURCHASED FROM YOU AND ANY ISSUES THAT MAY ARISE IN CONNECTION WITH THEIR PURCHASE (INCLUDING, WITHOUT LIMITATION, THE SELLER INFORMATION PROVIDED DURING YOUR GREENZAP ACCOUNT REGISTRATION AND YOUR EMAIL ADDRESS). YOU HEREBY AGREE THAT GREENZAP SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY WITH RESPECT TO THE DISCLOSURE OF SUCH INFORMATION TO, OR ANY COLLECTION, USE OR DISCLOSURE OF SUCH INFORMATION BY, ANY BUYER. You may receive access to certain information concerning other GreenZap users when you use the GreenZap “Buy Now” button. You hereby represent, warrant and agree (a) not to use any information regarding other GreenZap users which is accessible from the GreenZap Merchant Tools or that may be disclosed to you by GreenZap, except to enter and complete transactions, and (b) not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other conduct GreenZap deems unacceptable or objectionable per GreenZap’s User Agreement, Spam and Privacy Policies.
Dispute Resolution Steps and Refunds. GreenZap will provide your email address and other contact information to buyers who purchase your product through GreenZap’s “Buy Now” button. You agree to respond promptly to inquiries by buyers. You will provide an immediate order cancellation notice to GreenZap and buyers if you are unable to ship the product immediately upon order placement. You agree that you will provide a prompt refund to a buyer if the buyer did not receive the product you shipped, if the product grossly does not match the description as listed, or if the buyer receives a product other than the one they ordered. GreenZap will not mediate disputes or contact buyers on your behalf. If the buyer submits a claim to GreenZap concerning a product or an order from you, GreenZap may research the claim and may contact you concerning the claim. You agree to respond promptly to any inquiry by GreenZap. GreenZap’s decision concerning the claim is final and binding and you agree to abide by such decisions. In the event GreenZap provides any amount to a buyer in connection with a buyer's claim, or the buyer seeks a chargeback with the buyer's credit card company, you agree to promptly reimburse GreenZap for the amount of the transaction and any associated fees and charges. GreenZap may immediately offset any such amount from any other amount to be paid to you in accordance with this Merchant Tools Agreement, may charge your credit card on file, and/or may collect such funds in any other lawful manner. Without limiting any of its rights to remedies, if GreenZap determines that you have directly or indirectly attempted or committed fraud activity with respect to, GreenZap’s User or Merchant Agreement, GreenZap may immediately suspend or terminate your account.
Indemnity. You agree to indemnify, defend and hold harmless GreenZap and its parents, sister companies, subsidiaries, affiliates, service providers, sellers, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or related to any claim, demand or action, which if true, would constitute a breach or violation of any provision of this Merchant Tools Agreement or GreenZap’s User Agreement, or of any law, regulation or third-party right. GreenZap may immediately set-off any and all of its costs and/or expenses that are incurred in connection with the foregoing against any amounts owing to seller (including, without limitation, any Seller Payments).
RELEASE. IN THE EVENT OF A DISPUTE OR CLAIM REGARDING ANY ORDER OR PURCHASE MADE THROUGH THE GREENZAP “BUY NOW” BUTTON, OR BETWEEN YOU AND A BUYER OR OTHER THIRD PARTY RELATED TO ANY ORDER OR PURCHASE MADE THROUGH THE GREENZAP “BUY NOW” BUTTON, YOU HEREBY RELEASE GREENZAP AND ITS PARENTS, SISTER COMPANIES, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, SELLERS, DISTRIBUTORS, LICENSORS, OFFICERS, DIRECTORS AND EMPLOYEES FROM ALL CLAIMS, DAMAGES OR DEMANDS OF ANY KIND, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE OR CLAIM.
YOU ACKNOWLEDGE THAT YOU MAY DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE AND THAT THIS RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS EVEN IF YOU DISCOVER NEW OR ADDITIONAL FACTS AFTER YOU EXECUTE THIS AGREEMENT. YOU EXPRESSLY WAIVE ALL RIGHTS AND BENEFITS CONFERRED UPON YOU BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH [YOU] DO NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR [RELEASEES]"
WARRANTY DISCLAIMER. YOU AGREE THAT YOU USE THE GREENZAP “BUY NOW” BUTTON AT YOUR OWN RISK. THE GREENZAP “BUY NOW” BUTTON AND ANY RELATED PRODUCTS, SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED "AS IS." GREENZAP EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE GREENZAP “BUY NOW” BUTTON, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.
LIMITATION OF LIABILITY. THE ENTIRE RISK ARISING OUT OF YOUR USE OF GREENZAP “BUY NOW” BUTTON, THE USE OF ANY SERVICES OFFERED IN CONNECTION WITH THE MERCHANT TOOLS, AND/OR THE USE OF ANY CONTENT REMAINS WITH YOU. IN NO EVENT SHALL GREENZAP OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS MERCHANT TOOLS AGREEMENT, YOUR USE OF THE GREENZAP “BUY NOW” BUTTON OR ITS SERVICES, ANY INFORMATION OBTAINED THROUGH THE MERCHANT TOOLS, ANY DELAY OR INABILITY TO USE THE GREENZAP “BUY NOW” BUTTON OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES TO YOU IN CONNECTION WITH GREENZAP’S MERCHANT TOOLS, OR OTHERWISE ARISING OUT OF THE USE OF THE GREENZAP “BUY NOW” BUTTON OR THE GREENZAP SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF GREENZAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOT WITHSTANDING ANYTHING ELSE IN THIS MERCHANT TOOLS AGREEMENT, THE MAXIMUM LIABILITY THAT GREENZAP SHALL HAVE IS LIMITED TO THE ACTUAL VALUE OF ANY PAYMENTS ACTUALLY RECEIVED BY GREENZAP IN CONNECTION WITH ANY SALES MADE BY YOU THROUGH THE GREENZAP “BUY NOW” BUTTON. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS MERCHANT TOOLS AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
General. No delay or failure by GreenZap to take action under this Merchant Tools Agreement shall constitute any waiver by GreenZap of any provision of this Merchant Tools Agreement. If any provision of this Merchant Tools Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of this Merchant Tools Agreement will continue in full force and effect. This Merchant Tools Agreement will bind and inure to the benefit of GreenZap’s permitted successors and assigns. Any claim under this Merchant Tools Agreement must be brought within one (1) year after the cause of action arises. This Merchant Tools Agreement shall be governed by the laws of the State of California without regard to or application of any conflict of laws provisions. You agree that the sole and exclusive venue and jurisdiction for any action arising out of this Merchant Tools Agreement shall be the state and federal courts sitting in San Diego County, in the State of California. This Merchant Tools Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Merchant Tools Agreement shall be null and void. GreenZap may freely assign this Merchant Tools Agreement without consent or notice. This Merchant Tools Agreement constitutes the complete and exclusive agreement between GreenZap and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.
Closing Your User Account. You may choose to terminate this Agreement and close your user account for any reason and at any time by submitting a request to GreenZap Customer Service. You can contact a GreenZap Merchant Account Manager by emailing merchant@gzsupport.com. Upon closure of a user account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable fees, will be paid to you by check, assuming all disbursal related authentication requirements have been fulfilled (for example, you may not use closure of your user account as a means of evading disbursal limits). You may not use closure of your user account as a means of evading investigation - if an investigation is pending at the time you close your user account; GreenZap may continue to hold your funds as appropriate to protect GreenZap against the risk of reversals. If you are later determined to be entitled to some or all of the funds in dispute, GreenZap will make an additional payment of those funds to you. You will remain liable for all obligations related to your user account even after such account is closed. This Agreement will stay in effect until changed or terminated. We have the right to terminate this Agreement at any time. We also have the right to make changes in this Agreement at any time. We will comply with any notice requirements under applicable law for such changes. If applicable law does not specify any notice requirements for the change, we will decide what kind of notice (if any) we will give you and the method of providing any such notice. You are not permitted to alter or amend this Agreement or any related document without our express written consent. Any attempt to do so will be void and unenforceable.
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