Terms of Service

These Terms of Service comprise the agreement between, SellerOverview.com, L.L.C., a New York, limited liability company corporation (“SellerOverview” or “we”), and you or the entity you represent (collectively, “you”), governing your use of the “SellerOverview” platform (the “Platform”) for selling products and services on third party websites such as Amazon and the Services (as defined below). In addition, you acknowledge and agree that you shall also be subject to any posted rules or guidelines that may be applicable to our Platform and Services, which may contain terms and conditions in addition to those in these Terms of Service.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING THE PLATFORM, PURCHASING OUR PRODUCTS, DOWNLOADING OUR SOFTWARE OR OTHERWISE USING OUR SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE AND ACKNOWLEDGE THAT THESE TERMS OF SERVICE CONSTITUTE A BINDING AND ENFORCEABLE AGREEMENT LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, PLEASE DO NOT USE, OR CEASE USING, OUR PLATFORM AND SERVICES. IF YOU ACCEPT OR AGREE TO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS OF SERVICE.

We expressly reserve the right to modify these Terms of Service from time to time in our sole discretion without notice to you. You acknowledge and agree that it is your responsibility to review the Platform, the SellerOverview website and these Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of our Platform or Services after such modifications will constitute your acknowledgment and acceptance of the modified Terms of Service and your agreement to abide and be bound by the modified Terms of Service.

1. DESCRIPTION OF SERVICES

SellerOverview is the Company behind the SellerOverview platform. Our Platform and all related products, any applications and services provided to you are collectively referred to as the “Services.”

We may change, suspend or discontinue the Services at any time, including the availability of any feature or content. We may also impose limits on certain features and services or restrict your access to parts or all of the Platform or Services without notice or liability. You may only use the Platform and Services for your own use and not for the use or benefit of any third party and only in a manner that complies with all applicable laws, rules, regulations, tax requirements, ordinances and permits and all union, trade group and trade association requirements (“Applicable Laws”) that apply to you and in accordance with these Terms of Service. You will be solely responsible if your use of the Platform or Services violates any Applicable Laws.

Any software embedded or incorporated in our Products is licensed to you and not sold.

Accordingly, subject to these Terms of Service, we grant you a limited, non-exclusive, non-transferable, revocable license to use any such software solely in connection with your use of the Products and Services.

The Platform and Services are intended solely for persons who are 18 years of age or older, and any access to or use of the Platform or Services by anyone under the age of 18 is expressly prohibited. By accessing or using the Platform or Services, you represent and warrant that you are 18 years of age or older.

2. ACCOUNT INFORMATION

In order to use our Platform, our program or otherwise access our Services, you will be required to create an account, and your use of the account shall at all times be governed by these Terms of Service. At the time of registration, we will request that you provide your name and email address. In addition, before you can access the Platform and use our Services, you will also need to provide us with a credit card number, as discussed more fully below. You can edit this information at any time. Your account is at all times the property of the SellerOverview, and we reserve the right to monitor the use of your account for any purpose. We shall have sole discretion to disclose and share the information that you provide as part of your account, as well as all communications and information that you submit to or through our Platform, our program or in connection with our provision of Services, subject to the terms and conditions of our Privacy Policy. You agree that your credit card information and related personal information may be provided to our credit card service so that your payment to us may be made.

In creating and using your account, you agree to provide true, accurate, complete and current information on any registration form required and maintain and promptly update the account information to keep it true, accurate, current and complete. You also acknowledge and agree that you may not have more than one active account. If you provide any account information that is not, or we reasonably suspect is not, true, accurate, current and incomplete, or if you create more than one active account, we may suspend or terminate your account and our Services and refuse any and all current or future use by you of your account or our Platform or Services.

3. CONTENT

The pictures, videos, text, music, messages, information or other content or materials made available through our Platform, our Apps or Services (the “Content”) is protected by copyright. You may not reproduce, republish, upload, post, transmit, or distribute in any way Content from our Platform or Services without the written permission of the copyright owner. Modification of the Content or use of the Content for any other purpose is a violation of the copyrights and other proprietary rights of us or other persons or entities where so indicated.

Permission for all other uses of Content, including reproducing and distributing multiple copies, or linking to any webpage on our Platform except the “home page,” requires our advance consent. The use of any such Content on any other web Platform or networked computer environment is prohibited. All design rights, databases, compilations and other intellectual property rights, in each case whether registered or unregistered, and related goodwill are proprietary to the owner of such Content.

4. SECURITY

We use certain encryption technologies and other reasonable precautions to protect the privacy and security of your account. However, you are ultimately responsible for protecting such information from disclosure to third parties, and you are not permitted to circumvent the use of any applicable encryption technologies or other security measures. You agree not to allow anyone to have access to your account, to notify us immediately of any unauthorized use of your account or account information or any other breach of security.

While we may implement reasonable precautions to protect your account data and other confidential information, we do not and cannot guarantee or warrant that information transmitted through the Internet and stored on servers is secure. You are always responsible for use of your account by yourself and others, including those persons that gained unauthorized access to your account through your acts and omissions.

You are prohibited from violating, or attempting to violate, the security of our Platform, our program or Services. Any such violations may result in criminal and/or civil penalties against you. We will investigate any alleged or suspected violations, and if a criminal violation is suspected, we will cooperate with law enforcement agencies in their investigations.

5. SOFTWARE.

We will provide you with access to certain software products as part of the Platform, program and Services. WE MAKE NO REPRESENTATIONS OR WARRANTY WHATSOEVER REGARDING ANY SOFTWARE PRODUCT OR RELATED SUPPORT SERVICES THAT WE MAY PROVIDE AND, AS BETWEEN YOU AND US, SUCH PRODUCTS AND RELATED SUPPORT SERVICES ARE PROVIDED “AS IS.” You are not granted any title or intellectual property rights in or to any software provided as part of the Services, and you may only use that software in connection with the Services as permitted under this Agreement. Your acceptance or use of software provided as part of the Services is deemed to be an acceptance by you of the license or other agreement that governs the use of that software. You shall not (i) copy any software; (ii) remove, modify, or obscure any copyright, trademark or other proprietary rights notices that appear on any software or appear during its use; or (iii) reverse engineer, decompile or disassemble any software. In addition to the other terms in this Agreement.

6. BETA VERSIONS

WITHOUT LIMITING ANY OTHER DISCLAIMERS CONTAINED HEREIN, YOU UNDERSTAND THAT ANY PORTION OF THE PLATFORM OR PROGRAM THAT ARE CURRENTLY UNDER DEVELOPMENT AND NUMEROUS TECHNICAL, FINANCIAL AND PRACTICAL OBSTACLES MAY AFFECT THE FINAL SPECIFICATIONS AND FUNCTIONALITY OF SUCH PRODUCTS, AS WELL AS OUR ABILITY TO DELIVER THEM TO YOU WE MAKE NO WARRANTIES OR REPRESENTATIONS, NOR WILL WE BE LIABLE OR RESPONSIBLE, WITH RESPECT TO ANY OF THE FOREGOING.

7. FEES AND BILLING.

(a) You agree to pay all fees for the Platform, program and Services at the rate of: $1000.00 per month. All fees for the Platform, Apps and Services are payable in U.S. dollars and will be charged to your credit card without invoice. In our discretion, we may charge your credit card once per month or more frequently if we determine it is warranted by the fees you incur. In our sole discretion, we may also place an authorization hold on your credit card at any time for fees that you have already incurred. The calculation of all fees for the Platform, program and Services will be based solely on our records and data. You are solely responsible for all fees relating to the Platform, program and Services that are associated with your account and for any fees that you incur until the account is deactivated. Fees that are not disputed within fifteen (15) days of the date on which they are charged will be conclusively deemed to be accurate. If for any reason we cannot process your credit card or you fail to make a payment, you agree to pay our costs of collection, including all reasonable attorneys’ fees and expenses. We may charge interest on overdue fees at the lesser of 1.5% per month or the maximum rate permitted by law. It is your sole responsibility to provide accurate billing contact information and to notify us of any changes to your billing contact information.

(b) FEE INCREASES. We may increase your fees for the Platform, program and Services on thirty (30) days’ prior notice and by posting the increased fees on our Website at your account portal or by email notification to your account-registered email address.

(c) PAYMENT PROCESSING. Credit card payments will be processed by a third-party card processing company who is subject to a written agreement with us. That agreement requires the card processing company to use adequate security and confidentiality measures to protect your payment information. All payment information that you provide will be transmitted directly to the card processing company over a secure connection. You must submit and keep on file a valid credit card that we will process to pay your fees no less than once per month as provided in this Section. SellerOverview may terminate your use of the Platform, program and Services if your credit card is declined or payment is not made when due. If payment on the account is delinquent, suspended, or terminated you will have 30 days to download your data from the platform. After the expiration of 30 days from the due date of the delinquent payment your data will be deleted from our system.

8. TAXES

You acknowledge and agree that we may be required by applicable tax laws in certain jurisdictions to collect and pay applicable sales, use, value added, goods and services, withholding or other taxes, duties or charges (“Taxes”) in connection with the sale of the our services including the use of Platform, our programs and other Services. In addition, we may be required by applicable tax laws to file certain forms or other information for tax reporting purposes, and you agree to provide us with such forms or other information. Because tax laws vary significantly by jurisdiction and locality, you understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with your tax advisors. You acknowledge and agree that you are responsible for determining any Taxes to be collected or other obligations relating to Taxes with respect to all purchases of our Products and use of our Services.

9. PROHIBITED ACTIVITIES

In using our Platform and Services, you must not (i) send or otherwise transmit to or through our Platform or Services any unlawful, infringing, harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material or terms of any kind, (ii) violate any Applicable Laws, (iii) violate any terms and conditions of Amazon or other selling website, (iv) misrepresent your identity or affiliation in any way, (iv) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure, (v) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Platform, except for Internet search engines (e.g., Google) and non-commercial public archives that comply with our requirements, (vi) interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means, or (vii) assist or permit any persons to engage in any of the activities described above.

10. INTELLECTUAL PROPERTY.

Except for the rights provided in this Section, this Agreement does not convey to either of us any ownership right or license to use, sell, exploit, copy or further develop the other party’s Confidential Information (as defined below or intellectual property, including patents, copyrights, trademarks, trade names and trade secrets). We have the exclusive right and title to any intellectual property developed by us during and in connection with providing the Platform, Apps and Services to you. (a) SELLEROVERVIEW CONTENT. The Platform, Apps and Services may include various utility and deployment scripts, customizations to templates, code extending the functionality of third-party applications licensed to us, printed and electronic Documentation, and other data that we have or may develop at our own expense before and during the Term (the “SellerOverview Content”). Subject to your compliance with this Agreement, we grant to you a limited, non-exclusive, non-transferable, worldwide, royalty-free license to use SellerOverview Content during the Term solely to access and use the Platform, Apps and Services in accordance with the terms and conditions of this Agreement. You may not translate, reverse engineer, decompile, disassemble, rent, lease, assign, transfer, redistribute, or sublicense any SellerOverview Content. (b) SELLEROVERVIEW TRADEMARKS. Subject to our prior written approval as to form, content, use, and appearance, you may only use our trademarks, service marks, service or trade names, logos, and other designations in accordance with any trademark guidelines that we may publish on the SellerOverview Website from time to time.

11. LINKS TO OTHER WEBSITES

For your convenience, our Platform may contain links to other websites. If you use these links, you will leave our Platform. We are not responsible for the availability or content of these other websites or for any viruses or other damaging elements encountered in linking to a third-party website, whether or not we are affiliated with the owners of, or use the services of, such websites. In addition, providing links to these websites should not be interpreted as endorsement or approval by us of the organizations sponsoring such third-party websites or their products or services.

12. CANCELLATION

At any time, we may, in our discretion and without liability to you, with or without cause or prior notice, terminate your access to our Platform, our Apps and Services and deactivate or cancel your account. Upon any such termination, deactivation or cancellation, we will pay you within a commercially reasonable time any amounts that we determine are properly owed to you, and you will remain liable for all amounts due hereunder. You may cancel your account at any time on 30 days' notice by telephoning a representative at: (718) 614-6324. Upon processing your cancellation, you will receive an email confirmation to your account-registered email. Upon cancellation of your account you have 30 days from the date of cancellation to download your data. After the 30 day period expires your data will be deleted.

13. AGGREGATE & ANONYMIZED DATA.

We may collect and report anonymous information regarding your use and third party users of the Platform, Apps or Services to our subcontractors, licensors, suppliers or other third parties as required or otherwise Notwithstanding the provisions above of this Agreement, SellerOverview may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Client Data with the following removed: personally identifiable information and the names and addresses of Client and any of its Users.)

14. CONFIDENTIALITY.

As used in this Agreement, “Confidential Information” means (i) with respect to us, proprietary information, proprietary technology, proprietary software, audit reports, information regarding product development, information regarding the Platform and Apps, and information contained in manuals, proposals or memoranda; and (ii) with respect to both of us, information that is conspicuously marked as “confidential” or “proprietary,” information disclosed verbally that is designated as “confidential” or “proprietary” at the time of disclosure, and information that, by its nature, would reasonably be considered as confidential to any other person, firm or corporation. (b) EXCLUSIONS. Confidential Information does not include (i) information that is independently developed by a non-disclosing party without the use of the disclosing party’s Confidential Information as shown by the non-disclosing party’s written business records; (ii) information that is known by a non-disclosing party prior to disclosure by the disclosing party as shown by the non-disclosing party’s written business records; or (iii) information that is or becomes generally available to the non-disclosing party or the public other than through a violation of this Agreement. (c) RESTRICTIONS ON USE AND DISCLOSURE. A party shall not disclose the other party’s Confidential Information except (i) on a need-to-know basis, to its agents, employees and representatives who are bound by confidentiality restrictions at least as stringent as those stated in this Agreement; or (ii) as required by law, governmental regulation or requirement, court order, or subpoena, in which case and subject to applicable law, the non-disclosing party shall provide prompt notice to the disclosing party so that the disclosing party may seek a protective order or other appropriate remedy. A party shall not use Confidential Information except as required to perform its obligations under this Agreement. (d) STANDARD OF CARE. Each party shall use the same degree of care to protect the other party’s Confidential Information that it uses to protect its own highly confidential information from unauthorized disclosure, but in no event shall either party use less than a commercially reasonable degree of care. The non-disclosing party shall notify the disclosing party promptly upon its discovery of any unauthorized use or disclosure of Confidential Information by the non-disclosing party’s employees, representatives, or agents, and will use commercially reasonable efforts to cooperate with the disclosing party to regain possession of all Confidential Information and to prevent any further unauthorized use or disclosure.

Notice of Immunity Under the Defend Trade Secrets Act of 2016 (“DTSA”), 18 U.S.C. § 1833(b). Notwithstanding the obligations listed above, the Receiving Party is aware that the Receiving Party shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

15. ASSIGNMENT; RESALE; BINDING EFFECT.

You may not assign this Agreement or resell the right to use the Platform, Apps or Services without our prior written consent. We may assign this Agreement at any time. This Agreement will be binding upon and inure to the benefit of all of our and your successors and assigns, who will be bound by all of the obligations of their predecessors or assignors.

16. RELATIONSHIP OF THE PARTIES.

We on one hand, and you on the other, are each independent parties. This Agreement and any transaction under it does not create an agency, joint venture, or partnership between us and you. We do not have a landlord-tenant relationship with you, and we are not your bailee or warehouseman with respect to any data or Content.

17. DISCLAIMERS

IF YOU CHOOSE TO USE OUR PLATFORM, OUR APPS OR SERVICES, YOU DO SO AT YOUR SOLE RISK. OUR PLATFORM, OUR APPS AND SERVICES, AND ANY CONTENT IN CONNECTION THEREWITH, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY REGARDING THE QUALITY OF OUR PLATFORM, OUR APPS OR SERVICES, OR ANY CONTENT IN CONNECTION THEREWITH OR THAT THE FOREGOING WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH OUR PLATFORM, OUR APPS OR SERVICES.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE FOREGOING EXCLUSION MAY NOT APPLY TO YOU.

18. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, COMPENSATORY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR PURCHASE OF PRODUCTS OR YOUR ACCESS OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM, OUR APPS OR SERVICES, INCLUDING WITHOUT LIMITATION DAMAGES RELATED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, SYSTEM DAMAGE OR FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

YOU ACKNOWLEDGE AND AGREE THAT WE ARE RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN IN PROVIDING OUR PLATFORM, OUR APPS AND SERVICES TO YOU AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITIES SO THE FOREGOING EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

19. INDEMNITY AND RELEASE

To the extent permitted by applicable law, you agree to indemnify, defend and hold us and our directors, employees, agents, affiliates, insurers and contractors harmless from and against any liability, loss, injury, demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney’s fees, arising out of or in connection with (i) your access to or use of (or inability to access or use) the Platform, Apps and Services, (ii) your purchase of Products, (iii) your violation of these Terms of Service, (iv) your User Submitted Content, and (v) your interaction with other users of our Platform, Apps and Services. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

If you use our Platform, Apps or Services to connect with and/or enter into a contract with another user of our Platform, Apps or Services, you hereby release and hold us harmless from any and all losses, damages, rights, claims, and actions of any kind, including but not limited to personal injury or property damage, either directly or indirectly related to or arising from your connecting or contracting with such other user.

20. MISCELLANEOUS

Any notices or other communications by you or us must be in writing and given via email to, as applicable, your address stated in your account or our address stated on our Platform. In addition, we may provide notice to you by posting to our Platform or via our Services. All such notices shall be deemed to have been given when sent.

These Terms of Service shall be governed by the laws of New York, except for its conflicts of laws principles. All disputes, controversies or claims which arise out of or relate in any way to these Terms of Service shall be finally resolved by arbitration held in Nassau County, New York and conducted by a single arbitrator under the JAMS Streamlined Rules and in accordance with the Commercial Arbitration Minimum Standards as may be amended from time to time. The arbitrator will have no authority to award any damages that are excluded by these Term of Service. Any award by the arbitrator may be enforced in any court having jurisdiction. Each party expressly agrees that any other party may seek injunctive relief by a court pending an award in arbitration and shall not, by doing so, be held to have infringed the powers of the arbitrator or breached its agreement to arbitrate. In the event of any action to enforce the terms of these Terms of Service, the prevailing party in such action shall be entitled to such party’s reasonable costs and expenses of enforcement including, without limitation, reasonable attorneys’ fees. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTIES’ RELATIONSHIP. YOU ALSO UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SELLEROVERVIEW ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

You may not assign or delegate your rights or obligations under these Terms of Service, by operation of law or otherwise, to any third party without our prior written consent. Subject to the foregoing, these Terms of Service will be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns and legal representatives.

Our failure to enforce at any time a provision of these Terms of Service or our other rights herein will not be considered to be a present or future waiver of such provision or right and will not in any way affect our ability to enforce each and every such provision and right thereafter. If any provision of these Terms of Service is held invalid or unenforceable at law, such provision will be deemed stricken from these Terms of Service and the remaining provisions of these Terms of Service will continue in effect and be valid and enforceable to the fullest extent permitted by law.

These Terms of Service represent the entire agreement between the parties concerning the subject matter hereof and supersede any and all prior understandings, agreements or representations by or among the parties, whether written or oral, which may relate to the subject matter hereof.

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