This Website under testing mode, Any orders placed through this Website will not be honored or fulfilled!!!

11. Password Security.

Your password may be used only to access the Site and Application, use the Services, electronically sign 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) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.

12. Illegal Activity.

a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name, business entity, tax identification number or use an invalid or unauthorized bank account. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Syoobe will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

b. Investigation Syoobe has the right, but not the obligation, to monitor any activity and content associated with the Site and Applications and investigate as we deem appropriate. Syoobe also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site or Applications, including listings. Syoobe reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.

c. Disclosure of Information. Syoobe also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Syoobe’s systems and customers, or to ensure the integrity and operation of Syoobe’s business and systems, Syoobe may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

13. Privacy; Use of Syoobe Transaction information.

a. Privacy Policy. The Privacy Policy may be changed by us in the future. You should check the Privacy Policy located at http://www.syoobe.com/privacy-policy/cms/view/9 frequently for changes. Syoobe and its affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any "customer communication preferences" you may have indicated on the Site or Applications or by any other means. When you use the Services, some personally identifiable information about you, including your username, phone number and email address, may be displayed on the Site, Applications or provided by Syoobe representatives and may be viewed by potential Buyers.

b. Confidentiality. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order or Buyer information or other data or information acquired by you or your affiliates from Syoobe or its affiliates (or otherwise) as a result of this Merchant Agreement, the transactions contemplated hereby or the parties' performance here under, except you may disclose this information as necessary for you to perform your obligations under this Merchant Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information.

 
14. No Warranties.

THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. SYOOBE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

a. THE IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
b. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
c. THAT YOU WILL SELL ANY MERCHANDISE THROUGH THE SITE OR APPLICATIONS OR THAT BUYERS WILL PERFORM AS PROMISED;
d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
e. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF SYOOBE.
TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SYOOBE DISCLAIMS ANY AND ALL SUCH WARRANTIES.

 
15. General Release.

BECAUSE SYOOBE IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT OR MERCHANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTIES, YOU RELEASE SYOOBE (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.


16. Indemnity/Limitation of Liability.

a. Indemnity and Defense. You will defend, indemnify and hold harmless Syoobe and its affiliates (and their respective employees, directors, officers agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Merchant Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

b. Limitation of Liability. SYOOBE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS MERCHANT AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

17. Disputes.

Because Syoobe is not the agent of Seller except for the limited purpose of processing payments and is not the agent of Buyer for any purpose, Syoobe will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. Syoobe urges Sellers and Buyers to cooperate with each other to resolve such disputes.

  
18. Your Grant.

By entering into this Merchant Agreement and listing an item, 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 the content you submit to Syoobe, the Site, Applications and its affiliates, and to sub license the foregoing rights to our affiliates and operators of any website or other online or mobile point of presence (other than the Site or Applications) through which the Site, Applications and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) 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 Site, Applications or Services); provided further, however, that nothing in this Merchant Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to Syoobe, the Site, Applications and its affiliates, and that the use of such materials by Syoobe, the Site, Applications and its affiliates will not infringe upon or violate the rights of any third party.

 
19. Termination.

Syoobe, in its sole discretion, may suspend or terminate this Merchant Agreement, your access to the Site, Applications or the Services, or any current sales immediately without notice for any reason.

20. Right Upon Termination.

In the event of expiration or termination for any reason, any rights granted under this Merchant Agreement shall automatically and immediately cease and you shall stop using the Site, Services and Applications. Termination shall not affect the rights of Syoobe to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney’s fees or expert witnesses’ cost or other costs of any kind under this Merchant Agreement. The provisions of this Merchant Agreement that by their nature are ongoing, or as explicitly provided, will survive termination or expiration of this Merchant Agreement for any reason.

21. General Provisions.
 a. Severability. If any provision of this Merchant Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforce ability of any remaining provisions.

 b. No Waiver. Syoobe will not be considered to have waived any of our rights or remedies described in this Merchant Agreement unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Syoobe’s failure to enforce the strict performance of any provision of this Merchant Agreement will not constitute a waiver of Syoobe’s right to subsequently enforce such provision or any other provisions of this Merchant Agreement.

 c. No Agency; Third-Party Beneficiary. You hereby appoint Syoobe or any third party selected by us as your payment processing agent for the limited purpose of receiving Payment Transaction funds on your behalf. Except as provided in the preceding sentence, Syoobe is not the agent, fiduciary, trustee, or other representative of you. Nothing expressed or mentioned in or implied from this Merchant Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Merchant Agreement. This Merchant Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Syoobe, you, and relying Buyers or Sellers.

d. Entire Agreement. This Merchant Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Policy and Terms of Service, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.