ResPaper MarketPlace Sellers - Terms of Service
- Welcome to the ResPaper MarketPlace!
Thank you for your interest in our marketplace service - the ResPaper MarketPlace (the "Service")! By using our Service, you agree to (1) these Terms (2) the ResPaper MarketPlace Guidelines and Policies, and (3) the general terms of service that apply to all ResPaper users (collectively, the "ResPaper MarketPlace Terms"). If ever in conflict, to the extent of such conflict, the ResPaper MarketPlace Terms will take precedence over any other terms enumerated in numbers (2) and (3) above. Please read these Terms of Service and those enumerated in numbers (2) and (3) carefully.
As used in these Terms of Service, "you" or "seller" means the individual or entity using the Service (and/or any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf, at your direction, under your control, or under the direction or control of the same individual or entity who controls you). "We", "us" or "ResPaper" means ResPaper Digital, and the "parties" means you and ResPaper. Additionally, "ResPaper MarketPlace Item" or "Item" means any material you upload for sale on the Service, and "buyer" or "buyers" means ResPaper users who buy the Items.
- Your ResPaper Account and access to the Service
Your use of the Service is subject to your creation and our approval of a ResPaper MarketPlace Seller Account (an "Account"). We have the right to refuse or limit your access to the Service. In order to verify your Account, from time-to-time we may ask for additional information from you, including, but not limited to, verification of your name, address, and other identifying information. By submitting an application to use the Service, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account. If you (including those under your direction or control) create multiple Accounts, you will not be entitled to further payment from ResPaper, and your Accounts will be subject to termination, pursuant to the provisions below.
By enrolling in the Service, you permit ResPaper to show previews of your Items to prospective buyers, and process the sale to buyers including any credit card transactions.
- Use of the Service
You may use our Service only as permitted by the ResPaper MarketPlace Terms and any applicable laws. Do not misuse our Service. For example, do not try to access it using a method other than the interface and the instructions that we provide, or use any tools or methods that could interfere with the Service. You may discontinue your use of the Service at any time by removing or making inactive Items from the Service.
- Ownership and Control of ResPaper MarketPlace Materials/ Feedback
Subject to the authorizations granted by you to us under this Agreement, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Items. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the ResPaper MarketPlace Program, and any materials we use or provide to you for use relating to your Items (such as the ResPaper Watermark). We will have full discretion with respect to the terms, features, and operation of the ResPaper MarketPlace Program and related marketing, but our use of the Items will be subject to the terms of this Agreement. In the event that you provide suggestions or other feedback to ResPaper or its affiliates in connection with the Items or the ResPaper MarketPlace Program, ResPaper and its affiliates are free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or our affiliates.
- Rights Clearances and Rights Dispute Resolution
You will obtain and pay for any and all necessary clearances and licenses for the Items to permit our exercise of the rights granted under this Agreement without any further payment obligation by us, including, without limitation, any and all royalties and other income due to any copyright owner. If you notify us of copyright infringement that a third party has made any Digital Materials available for distribution through the ResPaper MarketPlace Program that you have the exclusive right to make available under the ResPaper MarketPlace Program, then, upon your request and after verification of your claim, we will remove the Digital Materials from future sale through the ResPaper MarketPlace Program, as your sole and exclusive remedy.
- Changes to ResPaper MarketPlace Terms and Changes to our Services
We may modify the ResPaper MarketPlace Terms at any time. We shall post any modifications to the Respaper MarketPlace Terms on this page and any modifications to the Policies or Guidelines on their respective pages. Changes usually become effective 14 days after being posted. However, changes in new functions for a Service or changes for legal reasons are effective immediately. If you do not agree to any modified terms in the ResPaper MarketPlace Terms, you will have to stop using the affected Services.
We constantly change or improve our Services. We may add or remove features or functionalities at any time. We may suspend or terminate a Service at any time.
- Your Earnings and Payment
Subject to this Section and the section on "Suspension, Termination, and Entitlement to Further Payment" of these Terms of Service, you will receive a payment related to the number of valid sales of your Items, only if and when ResPaper determines that your Items and your account have remained in compliance with the ResPaper MarketPlace Terms (including all Guidelines and Policies as identified in Section 1 above) for the entirety of the period for which payment is made and through to the date that the payment is issued.
If your Account is in good standing through to the time when ResPaper issues you a payment, we will pay you by the 15th day of the calendar month following any calendar month in which the balance reflected in your Account equals or exceeds the applicable payment threshold. If ResPaper is investigating your compliance with the ResPaper MarketPlace Terms or you have been suspended or terminated, your payment may be delayed or withheld. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account.
Payments will be calculated solely based on ResPaper's accounting. You acknowledge and agree that you are only entitled to payment for your use of the Service for which ResPaper has been paid; if, for any reason, ResPaper does not receive payment from a buyer or credits such payment back to a buyer, you are not entitled to be paid for any associated use of the Service. Additionally, if a buyer defaults on payment to ResPaper, we may withhold payment or charge back your Account.
ResPaper has the right to withhold or adjust payments to you to exclude any amounts ResPaper determines arise from invalid activity. Invalid activity includes, but is not limited to Item sales that are a result of misrepresentation by you or misleading information provided by you. In the event ResPaper detects invalid activity, either before or after issuing a payment for that activity, ResPaper reserves the right to debit your Account, and adjust future payments accordingly, for all invalid activity, or sale of Items that do not comply with the ResPaper MarketPlace Guidelines and Policies.
Additionally, ResPaper may refund or credit buyers for some or all of the Item sales associated with a seller's Account. You acknowledge and agree that, whenever ResPaper issues such refunds or credits, you will not be entitled to receive any payment for any associated use of the Service.
- Suspension, Termination, and Entitlement to Further Payment
Respaper may at any time, without providing a warning or prior notice, temporarily suspend further payments on your Account, suspend or terminate the publication of any Item in the Service, or suspend or terminate your Account because of, among other reasons, invalid activity or your failure to otherwise fully comply with the ResPaper MarketPlace Guidelines and Policies. Respaper can terminate your participation in the Service, and close your Account, if your Account remains inactive for a period of 6 or more consecutive months. If ResPaper closes your Account due to inactivity, and the balance reflected in your Account equals or exceeds the applicable threshold, we will pay you that balance, subject to our payment provisions above. If ResPaper closes your Account due to inactivity, you will not be prevented from submitting a new application to use the Service.
If you dispute any payment made or withheld relating to your use of the Service, or, if ResPaper terminates your Account and you dispute your termination, you must notify ResPaper in writing within 30 days of any such payment, non-payment, or termination by submitting an appeal. If you do not, any claim related to the disputed payment or your termination is waived.
You may terminate your use of the Service at any time by completing the account cancellation process. Your seller Account will be considered terminated within 10 business days of ResPaper's receipt of your notice. If you terminate your Account and the balance reflected in your Account equals or exceeds the applicable threshold, we will pay you that balance, subject to the payment provisions above, within approximately 90 days after the end of the calendar month in which you terminated your use of the Services. Any balance reflected in your Account below the applicable threshold will remain unpaid.
- Taxes
You are responsible for all taxes (if any) associated with the Service including any taxes associated with the transactions between ResPaper and buyers in connection with the sale of your Items, but excluding taxes based on ResPaper's net income. All payments to you from ResPaper in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
- Privacy
Our privacy policy explains how we treat your personal data and protect your privacy when you use our Service. By using our Service, you agree that ResPaper can use such data in accordance with our privacy policy. Additionally, you acknowledge and consent to your public profile information being visible to buyers of your Items.
- Indemnity
You agree to indemnify and defend ResPaper, its affiliates, agents and buyers from and against any and all third-party claims and liabilities arising out of or related to the Items, including any content found in the Items that is not provided by ResPaper, your use of the Service or your breach of any term of the ResPaper MarketPlace Terms.
- Representations; Warranties; Disclaimers
You represent and warrant that (i) you have full power and authority to enter into the ResPaper MarketPlace Terms; (ii) you are the owner of, or are legally authorised to act on behalf of the owner of, each Item; (iii) ResPaper has never previously terminated or otherwise disabled a ResPaper account created by you due to your breach of the Agreement or due to invalid activity; (iv) entering into or performing under the ResPaper MarketPlace Terms, will not violate any agreement(s) you have with a third party or any third-party rights; and (v) all of the information provided by you to ResPaper is correct and current.
OTHER THAN AS EXPRESSLY SET OUT IN THE ResPaper MarketPlace Terms, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, RESPAPER MAY REFUSE TO DISPLAY, AS APPLICABLE, THE Items, PREVIEW OF Items, OR LINKS TO YOUR Items. WE DO NOT GUARANTEE THAT EVERY Item WILL GET SOLD OR THAT RESPAPER WILL DISPLAY YOUR ITEMS A CERTAIN NUMBER OF TIMES OR TO A CERTAIN NUMBER OF POTENTIAL BUYERS. ADDITIONALLY, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICE, THE SPECIFIC FUNCTION OF THE SERVICE, OR ITS PROFITABILITY, RELIABILITY, AVAILABILITY OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICE "AS IS". TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE RESPAPER MARKETPLACE TERMS, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE RESPAPER MARKETPLACE TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY'S AGGREGATE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THIS RESPAPER MARKETPLACE TERMS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the ResPaper MarketPlace Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.