TERMS OF SERVICE, RULES & REGULATIONS

1. General Description

1.1 Introduction

These Merchant Terms of Service, Rules and Regulations is a legal agreement (“Agreement”), between You, as a “Merchant” (as defined below), and JDL Corporation (“JDL”), which guides Your use of and access to the Merchant Application (the “Merchant Application”). The Merchant Application is the means by which a Merchant can register with, and sell items via, the Shipshewana On The Web Marketplace (Marketplace). In these terms of the Marketplace, the term “Merchants” (or “You”) “refers to retailers selling products in the Marketplace.

If You don’t wish to be bound by this Agreement, please do not access or use the Merchant Application. JDL may terminate, with or without notice, Your access to the Merchant Application for failure to comply with this Agreement. By creating an Account in the Merchant Application and/or the Website, You accept this Agreement and agree to be bound by each of its terms.

You also represent and warrant to JDL that:

  • You have the authority to enter into this Agreement (either on Your own behalf or by having an authorized person at Your company agree to the terms set forth herein on Your behalf),
  • this Agreement is binding and enforceable against You,
  • To the extent an individual is accepting this Agreement on behalf of an entity, such individual has the right and authority to agree to all of the terms set forth herein on behalf of such entity,
  • You have read and understood JDL’s Refund Policy, the terms of which are posted on the Website and incorporated by reference herein.
  • You have read and understood JDL’s Privacy Policy, the terms of which are posted on the Website and incorporated herein by reference (the “Privacy Policy”).

1.2 The Marketplace

The Shipshewana On The Web Marketplace is a sales and marketing channel (“Marketplace”) via which Merchants offer items for sale consumers (hereinafter referred to as “Buyer or Buyers”). The aim of this service is to enable Merchants to sell items to Buyers and therefore generate increased profits while reducing Your costs to operate Your business. Buyers are able purchase items online via the Marketplace and then collect from the Merchant.

2. Purpose

The purpose of this Agreement is to explain the terms and conditions under which JDL will allow You to use the Marketplace Merchant Application through Your mobile device, tablet or computer and/or use the Website (collectively, the “Purpose”).

3. The Shipshewana On The Web Marketplace

3.1 Registration

To use the sales and marketing channel service and the features made available through the Merchant Application and Website, You are required to complete a registration process to create a Merchant Account with JDL (“Account”).

When You create Your Account You are given access to use the Marketplace Platforms made available through its website located at www.ShipshewanaOnTheWeb.com (the “Website”) and/or via mobile application during the Term of this Agreement (as defined below) solely for the purpose of using the Marketplace (see 1.2 above).

Creating Your Account offers You access to enter and edit Your company details, add and manage the items You offer for sale, and review the purchases that have been made by Buyers via the Marketplace. In order to create Your Account, it is necessary to provide certain personal and non-personal information, which includes but is not limited to, Your name, contact information, company information, company name, the location of Your company, contact information, billing information, and more.

All Merchant Accounts must also be signed up with Shippo (shipping provider) and prepared to conduct provide Items to Buyers prior to being allowed participation in the Marketplace.

How the Marketplace may store and use of the personal information provided by You when registering for an Account and/or using the Merchant Application and the Website is set out in the Privacy Policy.

3.2 Creating Your Sales & Marketing

When a Merchant has completed Registration (above) and is logged in to the Marketplace Platform, the Merchant can add items (hereinafter referred to as “Item(s)”) to be offered for sale. To create an Item, the Merchant must provide certain Item information such as title, quantity or net weight, price, and more.

3.3 Order and order confirmation

The logged in Marketplace Buyer places an order and pays for an Item via the Marketplace. After placing the order, the logged in Merchant will receive an order confirmation via the Merchant Application. This will provide a name of the Buyer and a unique sales reference number. The Merchant will label the Item(s) purchased with the Buyer by name and unique sales reference number and store the Item(s) ready for sale.

3.4 Merchant’s Sales Obligations

After a Buyer has placed an order for an Item made available by the Merchant through the Merchant Application, and an order confirmation has been received by the Merchant, the Merchant is obliged to send the item to the customer in a timely fashion, deliver the item to Buyer or make the Item that has been purchased available for collection from that time forward. In JDL Corporation’s sole discretion, the Buyer must receive all merchandise ordered and paid for within a timely fashion. If the Buyer does not receive the merchandise in a timely fashion the Merchant’s ability to sell items on the Marketplace may be terminated without notice.

Items made available through the Merchant Application must be of a standard that meets the description of the listed Item. For example, this means that each Item provided shall be fit for all the purposes for which Items of that kind are usually supplied, be safe and have satisfactory quality, appearance, and finish. The Merchant is solely responsible for maintaining the quality of the Items sold via the Merchant Application until the Item is collected.

All food or food related items offered via the Marketplace must be in compliance with Federal, State and local legislation concerning the handling, storing and transportation of food and in accordance with the established principles and practices of the industry. Merchant is solely responsible to obtain any licenses, permits and/or fees to sell Item to Buyer.

3.5 Payment for the Item

The Buyer will pay for ordered Item(s) online via the Marketplace. The Marketplace may use a payment service provided by a third-party. The Marketplace will automatically charge the Buyer at the time of the order. Funds from the Buyer will be provided to the Merchant per the Rules and Regulations of Stripe (the Card processing merchant).

The Merchant will be responsible for the collection, reporting and payment of all applicable sales tax as a result of conducting business on the Marketplace.

3.51 Order Cancellation

The Buyer does have the right to cancel or change an order once purchased. The Merchant will communicate with the Buyer in an effort to resolve the issue.

3.6 Marketplace Fees

Marketplace charges You $15.00 per month plus 4% (four percent) of the gross total order value for each order paid for through the Marketplace. The per item fee (4% of gross total order) will be deducted during the payment process and before payment is made to the Merchant. The Merchant will be charged the monthly fee of $15.00


Marketplace, at any point and at its discretion, elect to increase or otherwise amend fees, begin charging fees for use of different elements of the Merchant Application and/or for different levels of subscriptions. In the event that this occurs, Marketplace will provide Merchants advance warning of any changes to the fee structure.

3.7 Merchant Sales Revenue

Monthly payments will be made to each Merchant. This will comprise the total sales value for Items sold by the Merchant less Marketplace Fees and online payment processing fees, any refunds processed and any payment processing refund charges. Payments will be made to an account nominated by the Merchant during the Registration process (above). The Merchant can review sales data in the Marketplace Merchant Application at any time.

3.8 Refunds

If the Merchant must cancel an order made by a Buyer for reasons such as, but not limited to, unavailability and/or quantity errors, the Merchant must contact the buyer immediately via the Marketplace. The Merchant must also contact Marketplace directly with the name of the Buyer and the sales order number in order that a refund can be made. Such refunds will be handled by Marketplace as soon as possible during regular business hours and in accordance with Marketplace’s Refund Policy

3.9 Reclamations and Service Disruptions

The Merchant is solely responsible for the Items that they make available through the Merchant Application via the Marketplace and for the effective collection of the Items by the Buyer. The Marketplace (as detailed above) is provided via a software Platform. JDL or the Marketplace is not the retailer, provider or producer of the Items listed on the Marketplace and will not be liable for the quality of ordered Items, damage caused by provided Items, or errors that may occur during the listing or collection of an order.

3.10 Customer Support

JDL offers support during normal working hours and via the email or phone. Please refer to the Website for up to date information.

4. Conditions of Use

4.1 Certain responsibilities

It is Your responsibility to make sure that all information provided by You to Marketplace is current, accurate, and complete, and that You will maintain the accuracy and completeness of this information going forward.


It is also Your responsibility to maintain all passwords and access codes to the Merchant Application, and refrain from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Merchant Application.

4.2 Certain Restrictions

JDL makes every effort to keep the Merchant Application safe and secure but needs Your help to do it by not violating or attempting to violate the security of the Merchant Application or the Website.

Except as expressly permitted under other parts of this Agreement, You may not modify, reproduce, duplicate, copy, publish or create derivative works of:

  • Any portion of the Website or the Merchant Application, any content, photographs, descriptions, software, image or other information or any data taken therefrom (collectively, “Content”). For the sake of clarity, this does not apply to content belonging to the Merchant such as for example photos of items from the Merchant in the Marketplace Merchant Application or Website.
  • Any information or materials retrieved from the Merchant in the Marketplace Merchant Application or Website, which includes graphics and logos, presentations, in whole or in part.

Furthermore, You may not use the Website or Merchant Application for any purpose that:

  • Invades any person’s or entity’s privacy or other rights;
  • misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of JDL;
  • pretends to be someone other than You or pretends to represent a company or organization that You are not affiliated with or authorized to represent;
  • could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.

4.3 JDL Rights

JDL shall be entitled to post feedback on its Website, within the Merchant Application (and/or allow others to do so), both positive and negative, regarding any Merchant.

JDL has the right to at any time suspend or terminate a Merchant’s Account and access to the Merchant Application or non-public portions of the Website if the Merchant violates this Agreement or uses the Merchant Application in a way that is harmful to JDL or any third party.

Upon termination of a Merchant’s Account, payments owing to the Merchant shall be paid by JDL in accordance with Clause 3.7 above. For any amounts owing from the Merchant to JDL or the Marketplace, JDL shall invoice the Merchant and all amounts outstanding shall be paid within [10] Business Days of the invoice being issued.

5. Content

5.1 Third party content

The Merchant Application and Marketplace Platform provide access to content provided by Merchants and other third parties, including but not limited to: item information, pricing, photographs, graphics and Merchant information (“Third Party Content”). At JDL’s sole discretion gambling of any sort, liquor, intoxicating beverages, firearms, certain legal and illegal drugs are prohibited from being sold on the Marketplace.

5.2 Information accuracy

The originator of any Third Party Content is solely responsible for it, and JDL or the Marketplace does not and cannot guarantee the accuracy nor is it responsible for any errors or omissions. JDL attempts to review all Third Party Content made available through any part of the Merchant Application or Marketplace Platform although the Marketplace cannot guarantee the correctness of any Third Party Content or fitness for use of any offers posted on via the Merchant Application and the Website.

Liability

  • In no event shall JDL be liable for any damages arising out of your use of the Merchant Application, or for any loss or damage of any kind incurred as a result of the offers or orders placed by Buyers.
  • JDL will be liable to you for any foreseeable loss or damage that is caused by us as a result of our breach of this Agreement or our failure to exercise reasonable care and skill. Loss or damage is foreseeable if it is either obvious that it will occur or was contemplated by you and us when the Agreement was entered into.
  • To the fullest extent permissible by law, we exclude all representations, warranties, and guarantees (whether express or implied) that may apply to the Merchant Application or Website or any Third Party Content.
  • We exercise all reasonable skill and care to ensure that the Merchant Application and Website is free from viruses and other malware. We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of the Merchant Application.
  • We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of the Merchant Application or Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
  • Subject to the above, Our total liability to you in respect of any claims arising out of, or in connection with, this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total sums paid for orders placed and fulfilled during the preceding month prior to the liability arising.

JDL cannot guarantee that the Merchant Application and the Website, including the Content, will be uninterrupted or error free. JDL cannot be held responsible for if the Merchant Application is unavailable or if any Content, information or functionality does not work as expected.

5.3 Intellectual Property

“Intellectual Property Rights” means any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions.

All Intellectual Property Rights subsisting in the Merchant Application and the Marketplace shall at all times remain the property of JDL. Nothing in this Agreement shall vest any rights in any material provided by, or otherwise belonging to JDL.

Any Intellectual Property Rights arising from suggestions and recommendations from you to JDL regarding the Merchant Application or Marketplace are the property of JDL and JDL may use such content for marketing purposes.

JDL shall be entitled to display advertising and/or any other content at locations of its choosing within the Marketplace Platform, Marketplace Merchant Application, and/or at JDL’s physical show (Shipshewana On The Road) including without limitation adjacent to Your content.

5.4 Confidentiality

Each party agrees to treat all information of the other party as confidential, not to use such confidential information for any purpose other than to use the Merchant Application and not to disclose such confidential information to any third party except as may be reasonably required by law, and according to this Agreement.

5.5 Non-Solicitation and Non-Competition

For the duration of this Agreement and two (2) years thereafter, Merchants shall refrain from directly or indirectly:

  1. soliciting, enticing, persuading or inducing any individual who is then, or has been within the one-year period prior to the applicable date, an employee of JDL to terminate employment with JDL or to become employed by or enter into contractual relations with any other individual or entity; and
  2. Set up and offer an online marketplace similar to that of the Marketplace offering items sold from its own business and from other similar businesses too.
  3. The Merchant will not organize, promote, or otherwise participate in any endeavor which directly competes and/or jeopardizes the operation and well being of JDL, the Marketplace or Shipshewana On The Road.

5.6 Copyright infringement

JDL respects the Intellectual Property Rights of others, and asks You to do the same. You may not use the Website, Merchant Application, the Content or any other materials from the Website or Merchant Application in any manner that may infringe upon any copyright or other Intellectual Property Right of JDL or any third party.

6. Term and Termination of Account

6.1 Term

This Agreement shall continue in full force until either:

(i) You terminate Your Account, or

(ii) JDL terminates Your access to the Merchant Application or non- public portions of the Website, with or without notice (the “Term”).

When this Agreement is terminated, You no longer have access to the Merchant Application or any other non-public portions of the Marketplace Platform.

6.2 Termination of Account

For purpose of clarity, You are entitled to terminate Your MyStr33t Account at any time. Choose “Delete Account” or any corresponding function in the Merchant Application or contact JDL requesting that your account be deleted. MyStr33t will then delete or anonymise any personal information that can be attributed to You, except for certain information that JDL by law may have to save and archive. Any amounts outstanding following the termination of a Merchant Account shall be payable in accordance with Clause 4.3 above.

7. Data Protection

7.1 As a Merchant, you will also collect, hold, and process Buyers’ personal information in the course of transactions (for example, buyers’ names, email addresses, and telephone numbers). You must have your own privacy policy in place to govern your collection, processing, and holding of Buyers’ personal data.

7.2 Subject to your obligations set out in any data processing agreement we may request you to enter into with JDL, you must only use the personal data of Buyers to the extent necessary to complete a transaction, to communicate about a specific transaction, to communicate via the Marketplace, and/or to respond to messages from them. You may not add any Buyer to any mailing list, use their data for marketing, or retain any payment details. You may only use personal data for additional purposes with their consent.

7.3 If JDL and the Merchant are found to be joint data controllers of any Buyers’ personal data, and JDL is sued, fined, or otherwise incur any expense because of something you have

done with a Buyer’s personal data, you agree to indemnify JDL for any expenses incurred by JDL in connection with Your actions in respect of that personal data.

8. Other - Blank

8.1 Force Majeure

JDL shall not be liable to You for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.

8.2 Changes or updates of the agreement

JDL may change or update this Agreement from time to time, and any such change or update will be set in effect when posting the updated Agreement on the Website or within the Merchant Application.

When JDL makes major changes to the Agreement, we will provide You with prior notice as appropriate under the circumstances, e.g., by displaying a notice within the Merchant Application, the Website or by sending an email. If You do not agree to the changed Agreement, You have the right to terminate Your Account before the changed Agreement come into force.

8.3 Termination of service

JDL reserves the right to modify, suspend, or discontinue the Merchant Application and the Website without any notice at any time and with or without cause.

8.4 Miscellaneous

All disputes arising hereunder or in connection with this Agreement, the Marketplace Platform, and/or the Merchant Application shall be governed by the laws of the State of Michigan and shall be subject to the jurisdiction of the courts of Michigan.

JDL may transfer (assign) our obligations and rights under this Agreement to a third party (this may happen, for example, if we sell our business or use subcontractors). Your rights under this Agreement will not be affected and our obligations under this Agreement will be transferred to the third party who will remain bound by them.

JDL has the right to transfer its rights and obligations under this Agreement. Furthermore, JDL has the right to hire subcontractors for the fulfilment of its obligations.

If any part of this Agreement is held to be unenforceable or invalid for any reason, said part will be changed and interpreted to best accomplish its original intent and objectives. Any remaining parts will continue in full force.