THIS LEGAL AGREEMENT IS MADE AND ENTERED INTO BY AND BETWEEN YOU, AS A USER OF IVANZI.COM (“YOU,” “YOUR” or “USERS”) AND IVANZI LLC (“WE,” “OUR,” “US” or “IVANZI”)
These Terms and Conditions of Use (this “Agreement”) governs your use of our website www.ivanzi.com, web applications, mobile applications, services and technology platform (collectively, the “IVANZI Platform”). Your acknowledgment and acceptance of all terms and conditions contained in this Agreement is required before you may use or access the IVANZI Platform. By using or otherwise accessing the IVANZI Platform, you agree and accept all terms and conditions contained herein.
The IVANZI Platform provides Users with an online marketplace to purchase products (“Products”) offered for sale by a wide range of third-party manufacturers and suppliers (each, a “Seller” and collectively, “Sellers”). Sellers on the IVANZI Platform can sell Products direct to consumers (“B2C Sellers”) or to wholesalers or retailers (“B2B Sellers”). Please click here for access to policies specific to our B2C Sellers and click here for access to policies specific to our B2B Sellers. In addition, Buyers on the IVANZI Platform can buy products for their individual use (“B2C Buyers”) or to resell at retail (“B2B Buyers”). Click here for access to policies specific to our B2C Buyers and click here for access to policies specific to our B2B Buyers. All of the terms and conditions of foregoing policies are incorporated into this Agreement.
IVANZI may, in its sole discretion, modify or amend any of the terms and conditions of this Agreement at any time from time to time. Such modified or amended Agreement shall be effective from the date of its publication on our website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, such modified or amended Agreement. If we make any changes to this Agreement, we will notify you by updating the “Last Updated” date at the end of this Agreement. You are solely responsible for reviewing this Agreement periodically for any updates, modifications or changes, and your continued use of the IVANZI Platform shall be deemed acceptance thereof. You understand and acknowledge that you have the right, at any time and in your sole discretion, to cease using the IVANZI Platform and/or to terminate your user account with us in accordance with Section 14 of this Agreement. You also acknowledge and understand that we may terminate any User’s account at any time in our sole discretion.
PLEASE NOTE THAT IVANZI IS NOT A MANUFACTURER, SUPPLIER, BUYER OR SELLER OF ANY PRODUCTS. IT IS UP TO EACH USER, IN HIS OR HER SOLE DISCRETION, TO DECIDE WHETHER OR NOT TO PURCHASE OR SELL ANY PRODUCT THROUGH THE IVANZI PLATFORM OR TO OTHERWISE COMMUNICATE WITH ANY BUYER OR SELLER THROUGH OUR MARKETPLACE. ANY PURCHASE BETWEEN A BUYER AND A SELLER OF ANY PRODUCT SHALL CONSTITUTE A SEPARATE AGREEMENT BETWEEN THE BUYER AND SELLER. YOU ACKNOWLEDGE AND AGREE THAT IVANZI IS NOT A PARTY TO ANY SUCH AGREEMENT.
The IVANZI Platform is available only to, and may only be used by, persons who can form legally binding contracts under applicable law. By using or otherwise accessing the IVANZI Platform, you warrant and represent that you are at least eighteen (18) years of age and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement.
Certain features of the IVANZI Platform are only available to registered Users who have created an IVANZI account. If choose to create a User account with us, you will have access to all of the IVANZI Platform features available to you as either a Buyer or Seller, depending upon, the type of account you create. To register a User account, you will be required to provide us with your email address and a password that you select, along with other information we request, which will be used by us to create your User account. It is your sole responsibility to (a) maintain the confidentiality of your chosen password and (b) promptly notify IVANZI if there is any unauthorized use of your account. You are responsible for any activity arising from any failure by you to keep your password confidential, and you may be held liable for any losses arising from such a failure.
As part of the registration process, you may be asked to select categories of interest, which will be saved and recognized by our system each time you log-on. You may opt-out of this service during the registration process or any time thereafter. If you choose to provide this information, your completed profile will result in a customized, social media-driven timeline, where you will receive, among other things, trending products, suggested brands and/or online stores related to your submitted interests and promoted listings. In addition, you may have the ability to share Product photos with friends in your network, and you will have the ability to “like” or “favorite” a product, and save such information in your “My Favorite” account dashboard.
You may also be able to register or login to the IVANZI Platform using certain social media accounts, such as Facebook or Google. Please note that if you choose to connect your social media contacts and address book information with us, IVANZI and our third-party vendors may collect contact information for your listed friends pursuant to the terms of your social media account. In such case, you represent and warrant that you are authorized to provide us with all such contact information and are in compliance with your agreements with any such social media accounts.
You agree to provide true and complete information during the User registration process, and maintain and promptly update such information to ensure that such information is accurate and current at all times.
Through the IVANZI Platform marketplace messaging system known as IVANZIChat, Buyers and Sellers will be able to communicate directly with each other about Product items available for purchase. Any time a message is delivered to your User account, you will receive an e-mail notification from us at the e-mail address associated with your User account. Each message may be viewed in your User “My Account” panel. In order to view, respond to, or send any message, you will be required to login your User account. Please note that each received or sent message will be saved on IVANZI’s server indefinitely unless or until such information is removed by us either manually or automatically, in our sole discretion, subject to applicable law.
General. Subject only to any express provision in this agreement, as a Buyer you understand, acknowledge and agree that:
Payments. Our “Braintree Gateway” system administers credit card-based payments for purchases made through the IVANZI Platform. As a Buyer, you will be required to provide your credit card information if you would like to purchase any Products from Sellers through the IVANZI Platform. If you are a registered User, your credit card information will be saved in the system for any future purchases. You may, at any time, switch your designated credit card by visiting the “Account” page or by contacting us by email at [email protected]. Please do NOT send us your credit card information by email.
Taxes. You are responsible for paying any and all taxes, (including sales, use, occupation, or possessor taxes, or export or import tariffs or duties) (collectively, “Taxes”) applicable to your purchase of the Products. IVANZI is not responsible for collecting or paying any required or applicable Taxes on your behalf.
Commissions and Fees. IVANZI charges each Seller a commission and a transaction service fee based on a percentage of the total sale amount of each transaction completed through the IVANZI Platform. IVANZI reserves the right, at any time and in our sole discretion, to modify or change our pricing policies, commissions, and any other service fees charged.
Errors and Inaccuracies. We strive to provide complete, accurate, up-to-date information on the Website. Unfortunately, despite those efforts, human or technological errors may occur. The Website may contain typographical mistakes, inaccuracies, or omissions, some of which may relate to pricing and availability, and some information may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information at any time without prior notice. You acknowledge that the particular technical specifications and settings of your computer and its display could affect the accuracy of its display, and the images of Products may not accurately reflect the actual colors, design, and overall look of Products offered on the IVANZI Platform.
User information is any information that you provide to or through the IVANZI Platform (including any User account information) (collectively, "User Information"). You agree to provide true and complete information, and maintain true, complete and current information in connection with all User Information. You agree to use the IVANZI Platform only for lawful purposes.
IVANZI reserves the right to monitor any and all of your User Information and/or your activities on the IVANZI Platform, to verify your compliance with any part of this Agreement, to investigate any reported or apparent violation of this Agreement, and to take any action that we, in our sole discretion deem appropriate including, without limitation, termination of your right to use the IVANZI Platform or any portion of it. Any offensive User Information or activities conducted on THE IVANZI Platform, including, without limitation, religious, racial, gender-based or age-based discrimination and sexually explicit content, is strictly prohibited, and will result in the immediate termination of your User account and/or your right to use or access the IVANZI Platform.
In connection with your use of the IVANZI Platform, you will not:
We do not endorse or independently verify any User or Products. You understand that any Product images posted by Sellers are not posted or verified by us. Users are required by to provide accurate information, and although we may undertake additional checks and processes designed to help verify or check the identities or backgrounds of Users, we do not make any representations about, confirm, or endorse any User or any Product.
We do not and cannot guarantee that any User or Product is trustworthy, safe or suitable. We therefore strongly recommend that you always exercise due diligence and common sense when deciding whether to do business with another User, meet another User in person, purchase or sell any Product, or have any other interaction with any other person. We are not responsible for any damage or harm resulting from your interactions with other Users or any person you may meet or contact via the IVANZI Platform.
The IVANZI Platform contains various interactive portions where Users post and upload various content, including but not limited to, “about me” pages, listings of Products for sale, photographs, reviews, and other types of User-generated content (“User Content”). We do not vouch for or warrant the accuracy, completeness, or usefulness of any User Content. We reserve the right, in our sole discretion, to edit, delete, or refuse to post any User Content for any reason whatsoever. All User Content reflects the views and opinions of the person speaking or writing, and such views and opinions are not necessarily those of IVANZI. All User Content is public information, accessible by other Users and visitors to the IVANZI Platform. You agree to grant IVANZI a worldwide, royalty-free, non-exclusive, perpetual and irrevocable right and license to use, copy, perform, display and distribute your User Content, to prepare derivative works of your User Content, and to incorporate your User Content into other works, in any media now known or not currently known, in perpetuity, for any purpose whatsoever.
IVANZI agrees to grant you a personal, non-transferable and non-exclusive right and license to access and use the IVANZI Platform, provided that, you do not (and do not allow any third party to) modify, sell, distribute, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in, the IVANZI Platform in any manner, and you shall not exploit the IVANZI Platform in any unauthorized way whatsoever including, but not limited to, by trespass or burdening network capacity. You agree not to access the IVANZI Platform by any means other than through the interface that is provided by IVANZI for use in accessing the IVANZI Platform.
You acknowledge and agree that all intellectual property rights in the IVANZI Platform including, without limitation, the software used to implement the IVANZI Platform, are solely owned by IVANZI or by third parties who have granted IVANZI the right to use such intellectual property, contain proprietary and confidential information and are protected by intellectual property and other laws. These rights include and are not limited to database rights, copyrights, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), patent rights, and other similar rights wherever existing in the world together with the right to apply for protection of the same. IVANZI and our graphics, user interface, logos, icons, editorial content, scripts, and service names are copyrights, trademarks, trademarks or trade dress of IVANZI. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the IVANZI Platform in compliance with this Agreement. No portion of the IVANZI Platform may be reproduced in any form or by any means, except as expressly permitted under this Agreement.
Any third-party trademarks or other materials displayed on the IVANZI Platform are the property of their respective owners and may not be used by you for any purpose without the express permission of the third-party owners.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information provided by you to us are non-confidential and shall become the sole property of IVANZI. IVANZI shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such information for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Notwithstanding any other provision of this Agreement, IVANZI reserves the right to change, suspend, limit, remove, or disable your access to any content, or other materials comprising a part the IVANZI Platform at any time without notice, and in no event will IVANZI be liable for making these changes.
If you have reason to believe any part of the content on the IVANZI Platform infringes your copyright or the copyright of others, please notify our Copyright Agent immediately using the contact information provided below. It is our policy to investigate any allegations of copyright infringement brought to our attention. We reserve the right in our sole discretion to immediately suspend and/or terminate access to the IVANZI Platform by any User who is alleged to have posted infringing materials or a link to infringing materials on our website and to immediately remove or disable the allegedly infringing content or link. In order to enable us to investigate your claim, please send the following information to IVANZI’s Copyright Agent at [email protected]:
You shall defend, indemnify and hold IVANZI and its members, shareholders, officers, directors, agents, employees and affiliates, harmless from any and all losses, costs, liabilities and expenses (including reasonable attorneys’ fees) resulting from, relating to, or arising out of, any of the following: (a) your use of the IVANZI Platform; (b) your breach of any covenant, representation, warranty or other term or condition contained in this Agreement; (c) your violation of any applicable law or the rights of any third-party including, without limitation, any intellectual property rights of such party; and (d) any action taken by IVANZI as a result of its finding or decision that a violation of this Agreement has occurred.
YOU ACKNOWLEDGE, ACCEPT AND AGREE THAT:
YOU AGREE TO ASSUME ALL RISKS ASSOCIATED WITH, ARISING OUT OF, OR RESULTING FROM YOUR USE, OF THE IVANZI PLATFORM AND ANY TRANSACTIONS RELATED TO OR RESULTING FROM SUCH USE INCLUDING, BUT NOT LIMITED TO, THE RISKS OF FINANCIAL LOSS, PHYSICAL HARM, AND PROPERTY DAMAGES.
UNDER NO CIRCUMSTANCES SHALL IVANZI, ITS MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AND AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, REVENUE, DATA, OR USE, INCURRED BY YOU, WHETHER IN AN ACTION IN CONTRACT, TORT, OR BREACH OR FAILURE OF WARRANTY, ARISING FROM OR ASSOCIATED WITH YOUR USE OF THE IVANZI PLATFORM AND ANY TRANSACTIONS RELATED TO OR RESULTING FROM SUCH USE OR FOR ANY OTHER CLAIM RELATED THERETO. EVEN IF IVANZI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, IVANZI’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IVANZI SHALL USE ALL REASONABLE EFFORTS TO PROTECT YOUR USER INFORMATION. NOTWITHSTANDING THE FOREGOING SENTENCE, YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND IVANZI HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
In the event that you have a dispute with one or more Users, you agree in each case to release IVANZI, our affiliates and each of our respective officers, directors, employees, agents, shareholders) from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users or to your use of the IVANZI Platform. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
We have the right, in our sole discretion, to suspend or terminate your access to any part or all of the IVANZI platform or remove your User account, at any time, with or without cause or notice.
You may, in your sole discretion, at any time, remove your User Account by going to the “My Account” panel of your User Account and following the applicable instructions or by emailing your request to our customer support at [email protected], subject to our right to retain and use your User Information as long as is required by law or as necessary to comply with regulatory audits, court orders, legal proceedings, law enforcement requests or to enforce our agreements. You may also advise us that you no longer wish to receive any communications from us. We will endeavor to process all requests as soon as practicable.
This Agreement will be interpreted in accordance with the laws of the State of New York and the United States of America, without regard to its conflict-of-law provisions.
By visiting and/or using the IVANZI Platform, you agree that, except as otherwise specified herein, the laws of the State of New York without regard to principles of conflict of laws, will govern any dispute of any sort that might arise between us or any of our affiliates regarding your visit to and use of the IVANZI Platform.
We and you agree that in the event of any dispute, the party wishing to address the dispute must contact the other party in writing, including by e-mail, and advise the other party of the dispute in reasonable detail as well as informing the other party of the remedy being sought. We may send you notices via the email address or physical address you provide to us, and all notices to us shall be sent to the following email address: [email protected]. The parties shall then make a good faith effort to resolve the dispute before resorting to more formal means of resolution. In the event that the dispute is not resolved within thirty (30) days of receipt of the written notice, the party raising the dispute may proceed to mandatory arbitration as set forth below.
ANY AND ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION. YOU HEREBY AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this Agreement, except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator, NOT a judge or jury. You agree that any dispute arising out of or relating to this Agreement, including with respect to the interpretation of any provision of this Agreement or other agreements between you and us, or concerning the performance or obligations of you and us, shall be resolved by mandatory and binding arbitration submitted to JAMS in accordance with its Commercial Arbitration Rules at the request of either us or you pursuant to the following conditions:
(a) Place of Arbitration Hearings. Unless you elect to conduct the arbitration by telephone or written submission, an in-person arbitration hearing will be conducted at a JAMS facility in your area or at a JAMS facility in New York City.
(b) Selection of Arbitrator shall be made pursuant to JAMS’ Streamlined Arbitration Rules & Procedures or JAMS’ Comprehensive Arbitration Rules & Procedures, depending on the amount of the claim as specified herein.
(c) Conduct of Arbitration. The arbitration shall be conducted by a single neutral arbitrator under JAMS’ Streamlined Arbitration Rules & Procedures. For claims exceeding $5,000.00, the arbitration shall be conducted under JAMS’ Comprehensive Arbitration Rules & Procedures Subject to the applicable JAMS procedure, the arbitrator shall allow reasonable discovery in the forms permitted by the Federal Rules of Civil Procedure, to the extent consistent with the purpose of the arbitration. The arbitrator(s) shall have no power or authority to amend or disregard any provision of this section or any other provision of these Terms of Service, except as necessary to comply with JAMS’ Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness. The arbitration hearing shall be commenced promptly and conducted expeditiously. If more than one day is necessary, the arbitration hearing shall be conducted on consecutive days unless otherwise agreed in writing by the parties.
(d) Findings and Conclusions. The arbitrator(s) shall, after reaching judgment and award, prepare and distribute to the parties written findings of fact and conclusions of law relevant to such judgment and award and containing an opinion setting forth the reasons for the giving or denial of any award. The award of the arbitrator(s) shall be final and binding on the parties, and judgment thereon may be entered in a court of competent jurisdiction.
(e) Costs and Fees. You will be subject to a filing fee, set by JAMS, to initiate the arbitration. To the extent permitted by JAMS procedures, each party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration, and we will remain responsible for its share of costs, expenses and fees plus any costs, expenses and fees required under JAMS procedures.
(f) Litigation. The Federal Arbitration Act and federal arbitration law apply to this Agreement. Either party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy). The parties also agree that either party may bring suit in a court, located in New York County, New York to enjoin infringement or other misuse of intellectual property rights.
(g) Other. The Federal Arbitration Act and federal arbitration law apply to this Agreement. Both you and we expressly waive any ability to maintain any class action proceedings in any forum. Any arbitration, claim or other proceedings by or between you and us shall be conducted on an individual basis and not in any class action, mass action, or on a consolidated or representative basis. You further agree that the arbitrator shall have no authority to award class-wide relief or to combine or aggregate similar claims or unrelated transactions. You acknowledge and agree that this agreement specifically prohibits you from commencing arbitration proceedings as a representative of others. If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
Under California Civil Code Section 1789.3, residents of California who use the IVANZI Platform are entitled to know that they may file grievances and complaints with: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210, or [email protected].
Use of the IVANZI PLATFORM requires compatible devices and Internet access. High-speed Internet access is strongly recommended for regular use.
You and IVANZI, at all times, are independent contractors and no employee-employer, agency, partnership, joint venture, or representative relationship is created or intended by this Agreement.
If you have any questions regarding this Agreement, you may contact us at [email protected].
This Agreement was last updated on August 26th, 2016.