Last Updated: Aug 2, 2024.
THESE SELLER TERMS AND CONDITIONS APPLY TO (A) THE UTORIFY WEBSITE MADE AVAILABLE BY POLYMATH INC. (TOGETHER WITH ITS SUBSIDIARIES, “POLYMATH”, THE “COMPANY,” “WE” OR “US”) AVAILABLE AT WWW.UTORIFY.COM (THE “SITE”), (B) THE COMPANY’S MOBILE APPLICATION (THE “APPLICATION,” AND COLLECTIVELY, WITH THE SITE, THE “PLATFORM”), AND (C) THE PRODUCTS, SERVICES, FEATURES, TECHNOLOGIES, AND FUNCTIONALITIES PROVIDED BY THE COMPANY VIA THE PLATFORM (COLLECTIVELY, THE “SERVICES”).
EACH OF THE UTORIFY WEBSITE TERMS OF USE AND THE UTORIFY APPLICATION TERMS OF USE AND THE UTORIFY PRIVACY POLICY (AS POSTED ON THE SITE) IS MADE A PART OF THESE SELLER TERMS AND CONDITIONS AND IS INCORPORATED BY REFERENCE HEREIN.
BY CHECKING THE “I ACCEPT” BOX BELOW, YOU (“YOU” OR “SELLER,” INCLUDING YOU AS AN INDIVIDUAL AND ANY LEGAL ENTITY THAT YOU HAVE NAMED AS A USER AT THE TIME OF REGISTRATION FOR THE SERVICES) REPRESENT THAT (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE UTORIFY WEBSITE TERMS OF USE AND THE UTORIFY APPLICATION TERMS OF USE AND THE UTORIFY PRIVACY POLICY (AS POSTED ON THE SITE) AND THESE SELLER TERMS AND CONDITIONS, (ii) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY, AND (iii) YOU HAVE THE AUTHORITY TO ENTER INTO THESE SELLER TERMS AND CONDITIONS PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE SELLER TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE SELLER TERMS AND CONDITIONS, THEN YOU MAY NOT OFFER OR SELL PRODUCTS ON OR THROUGH THE PLATFORM OR THE SERVICES.
THESE SELLER TERMS AND CONDITIONS INCLUDE (1) YOUR AGREEMENT THAT THE COMPANY HAS NO LIABILITY REGARDING THE SERVICES (SECTION 2 (“THE COMPANY ONLY PROVIDES A VENUE”)); (2) YOUR AGREEMENT THAT THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY (SECTION 17 (“DISCLAIMER OF WARRANTIES AND CONDITIONS”)); (3) YOUR CONSENT TO RELEASE THE COMPANY FROM LIABILITY (SECTION 15 (“RELEASE”)); AND (4) YOUR AGREEMENT TO INDEMNIFY THE COMPANY FOR YOUR USE OF, OR INABILITY TO USE, THE SERVICES (SECTION 16 (“INDEMNIFICATION”)).
PLEASE NOTE THAT SECTION 22 (“ARBITRATION AGREEMENT”) CONTAINS PROVISIONS GOVERNING THE RESOLUTION OF DISPUTES BETWEEN YOU AND THE COMPANY. AMONG OTHER THINGS, SECTION 22 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 22 ALSO CONTAINS A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER.
PURSUANT TO THE AGREEMENT TO ARBITRATE: (i) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (ii) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE PLATFORM AND THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
SECTION 4.4 (“COMMUNICATIONS FROM THE COMPANY”) OF THIS AGREEMENT, BELOW, CONTAINS YOUR CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGES, AND PHONE.
MARKETPLACE TRANSACTIONS ON THE PLATFORM. The Services on our Platform provide, among other things, tools that are designed to process payments from a third-party purchaser (“Buyer”) for certain digital products (“Digital Products”) and/or physical products (“Physical Products,” and together with Digital Products, “Products”) on the Platform or on a third-party website owned or controlled by you (“Seller Property”) and to facilitate the delivery of Digital Products to Buyers. The Platform provides a searchable marketplace of all Products being offered for sale by a Seller. The Platform allows users that have an account with the Company to sell or buy Products that the Company deems eligible for sale through the Platform, and allows Buyers to share their experiences and feedback by posting ratings and reviews of Products offered or sold through the Platform or any Seller Property. To qualify for inclusion on the Platform, Products must meet product eligibility requirements, and the Company shall have the sole discretion to determine and change from time to time the product categories and products that are eligible for sale through the Platform. As a marketplace, the Company does not own or sell the Products listed on the Platform, and the Company is not a party to any transaction or other interaction between users through the Platform. Any contract for the sale of Products through the Platform is entered into directly between the Seller and the Buyer. The Company facilitates such transactions by hosting the Platform and the Services, displaying pricing, listing Products, and processing payments as described in more detail below. The Company shall have no responsibility with respect to any transactions that are not conducted through the Platform.
THE COMPANY ONLY PROVIDES A VENUE. While we may, in our discretion, help facilitate the resolution of disputes, the Company has no control over and does not guarantee: (i) the existence, quality, timing, condition, safety or legality of Products offered through the Platform; (ii) the truth or accuracy of listings, posts or any other content or information provided by any Seller or other user through the Platform; (iii) any ratings provided by users; (iv) the integrity or responsibility of, or any action of, any Seller or Buyer; (v) the ability of Sellers to sell Products; (vi) the ability of Buyers to pay for Products; (vii) that a Buyer and Seller will actually complete a transaction or return a Product; or (viii) that a Buyer will return a Product if a return has been authorized through the Platform or a Seller Property. We do not take part in the interaction between Buyers and Sellers.
INTERACTIONS WITH OTHER USERS. When interacting with other users you should exercise caution in order to protect your personal safety and property. You are solely responsible for your interactions with other users (including Buyers and/or Sellers) and any other parties with whom you interact; provided, however, that the Company reserves the right, but has no obligation, to provide support in the event of disputes between users. YOU ACKNOWLEDGE AND AGREE THAT NEITHER THE COMPANY NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM OR THE SERVICES, AND THAT THE COMPANY MAKES NO REPRESENTATION WITH RESPECT TO INTERACTIONS BETWEEN USERS.
USE OF THE SERVICES.
4.1 Website License. Subject to your compliance with the Utorify Website Terms of Use and the Utorify Privacy Policy and these Seller Terms and Conditions, the Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the features and functionality of the Platform available through the Site for your own lawful personal purposes or lawful business purposes.
4.2 Application License. Subject to your compliance with the Utorify Application Terms of Use and the Utorify Privacy Policy and these Seller Terms and Conditions, the Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own lawful personal purposes or lawful business purposes. With respect to any Application accessed through or downloaded from the Apple App Store (an ****“App Store Sourced Application”), you agree that will only use such App Store Sourced Application (i) on an Apple-branded product that runs on iOS (Apple’s proprietary operating system), and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Services Terms of Service; except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
4.3 Updates. Because the Services are evolving, the Company may require you to accept updates to the Services that you have installed on your computer or mobile device. You acknowledge and agree (i) that the Company may update the Services with or without notifying you, and (ii) that you may need to update third-party software from time to time in order to use the Services.
4.4 Communications From the Company. **By entering into these Seller Terms and Conditions or using the Services, you agree to receive communications from us, including via email, text messages, and phone. You agree that such messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include, but are not limited to: (i) operational communications concerning your Account (as defined below) or the use of the Services, (ii) updates concerning new and existing features of the Services, (iii) communications concerning promotions run by us or our third-party partners, and (iv) news concerning Polymath and industry developments.
5.1 Registering Your Account. In order to access certain features of the Services you may be required to become a Registered User and specifically open an account. For purposes of these Seller Terms and Conditions, a “Registered User” is a user who (i) has registered an account within the Services (an “Account”); (ii) has a valid account on a social networking service (“SNS”) through which the user has connected to the Services (each such account, a “Third-Party Account”); or (iii) has an account with the provider of the Application for the user’s mobile device.