Marketplace Supplier Terms of Service
The following terms (“Terms of Service” or “Agreement”) describe the terms and conditions applicable to your access to, and use of, the Monument Build Marketplace, as this term is defined in Section 1. This document is a legally binding agreement between you as the user of the Monument Build Marketplace (referred to as “you” or “your”) and Monument Build and its Affiliates (referred to as “ we”, “our”, “us” or “Monument Build”).
By signing up for the Monument Build Marketplace you are agreeing to be bound by these Terms of Service and any policies or guidelines incorporated by reference. Any new features or tools that are added to the Monument Build Marketplace shall also be subject to these Terms of Service. These Terms of Service apply to all Monument Build Marketplace Suppliers that list, offer for sale, or sell, their Products on the Monument Build Marketplace.
In these Terms of Service:
- “Account” has the meaning set forth in Section 2(b).
- “Affiliate” or “Affiliates” of an entity means an entity controlling, controlled by, or under common control with such entity.
- “Arbitration Agreement” has the meaning set forth in Section 13(b).
- “Buyer” means the end customer who is the receiver of Products purchased by Merchant from a Marketplace Supplier via the Marketplace.
- “Comments” means any ideas, suggestions, comments, proposals, plans, or other related content or submissions submitted by you to us, whether online, by email or otherwise.
- “Content” means all information and data (including text, images, graphics, photographs, profiles, testimonials, videos, audio, product descriptions, links, tracking numbers and other information or documents) or any other content in any media and format provided or made available to Monument Build by you, or on your behalf, in relation to your use of the Marketplace, including information and data available in your Account.
- “Dispute” has the meaning set forth in Section 13(b)(i).
- “Marketplace Supplier” means a company that is registered in, and uses, the Monument Build Marketplace to sell its Products to Merchants.
- “Merchant” means an individual or company who uses the Marketplace to purchase and fulfill Products as part of its business.
- “Monument Build Marketplace” and “Marketplace” mean an online marketplace provided by Monument Build through the Monument Build application that enables Marketplace Suppliers to offer for sale, and sell, Products to Merchants for resale to Buyers.
- “Payout Amount” has the meaning set forth in Section 8(b).
- “Product” or “Products” mean items listed, offered for sale, or sold via the Marketplace by Marketplace Suppliers for resale by Merchants to Buyers.
- “Purchase Amount” has the meaning set forth in Section 8(b).
- “Services” means the Monument Build application and any associated services (including the Monument Build Marketplace), software, products and features.
- “Supplier Policy” means the Monument Build Marketplace Supplier Policy.
- “Transaction Fee” has the meaning set forth in Section 8(a).
- The Marketplace provides you with an online marketplace in which you are able to list, offer for sale and sell your Products to Merchants for resale to Buyers via the Merchant’s drop-shipping business.
- In order to access and use the Marketplace, you must: (i) be a legal entity; (ii) be able to supply and deliver the Products you intend to list and offer for sale on the Marketplace in accordance with the timelines and other requirements set out in these Terms of Service, the Policies and otherwise as communicated by Monument Build to you; (ii) be invited by Monument Build to participate in the Marketplace; (iii) and register for an Monument Build account (“Account”). Despite the foregoing, Monument Build reserves the right to reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- As part of your registration in, and ongoing use of, the Marketplace, you are required to provide Monument Build, upon request, any documentation reasonably necessary to demonstrate that you have sufficient rights, and the ability, to offer for sale, sell and fulfill your Products on the Marketplace. Despite the foregoing, Monument Build reserves the right to reject your application for an Account, suspend and/or terminate your Account and your access to the Services and Marketplace, or remove any listings in relation to your Products, should Monument Build believe or suspect that you do not have sufficient rights and the ability to sell and fulfill your Products on the Marketplace.
- You agree that the Marketplace is simply providing you with an online marketplace in which to sell your Products, and as such Monument Build is not directly involved in, or a party to, any transactions between you and Merchants in connection with your use of the Marketplace. You therefore agree that your use of the Services and Marketplace is at your own risk and you are responsible for all activity in connection with your use of the Services and Marketplace, including all activity in connection with your employees, agents or subcontractors use of the Services and Marketplace.
- You acknowledge and agree that we may amend these Terms of Service, and any of the documents it incorporates by reference, at any time by posting the relevant amended and restated Terms of Service and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services and Marketplace after the amended Terms of Service are posted constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Services or Marketplace.
- In order to use the Services and Marketplace, you must at all times comply with these Terms of Service, the Policies, and any other operating rules, policies, guidelines and/or procedures that are incorporated by reference into such documents or that Monument Build communicates to you from time to time. Your failure to do so may result in an immediate suspension and/or termination of this Agreement and your use of the Services and Marketplace.
- You may not use the Services or Marketplace for any illegal, fraudulent or unauthorized purpose nor may you, in the use of the Services or Marketplace, violate any laws in your jurisdiction, the Buyer’s jurisdiction, or the laws of Florida State, including any federal laws applicable therein. Without limiting the foregoing, it is your responsibility to ensure that any Products you offer for sale and sell on the Marketplace comply with the laws of your jurisdiction, and the laws of the jurisdiction to which the Products are shipped, including without limitation any applicable product safety or product labeling laws or import/export laws.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services or Marketplace, use of the Services or Marketplace, or access to the Services or Marketplace without our express written permission.
- If you are signing up for the Services and Marketplace on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to these Terms of Service. You promise and guarantee that during the period you have an active Account for the Services and Marketplace: (i) you are legally established in accordance with local law, validly existing and in good standing, (ii) you have all the necessary legal qualifications, rights, capabilities and authorities to sign this Agreement, fulfill duties accordingly and grant the rights required for this Agreement, and you have the permissions, approvals and licenses required by your business; and (iii) you and your Affiliates will comply with all applicable laws, rules and regulations to fulfill your rights and duties in this Agreement, including but not limited to listing, offering for sale, and selling your Products to Merchants for resale to their Buyers.
- The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and the Marketplace Supplier Terms of Service available in another language, the most current English version of the Terms of Service will prevail.
- Technical support for the Marketplace is available via email at email@example.com.
- In order to use the Marketplace, the person signing on behalf of the Marketplace Supplier must provide Monument Build with all required fields in the Monument Build registration form, as well as any other information identified as being required by Monument Build during or after the account registration process. Once open, you agree to maintain accurate, complete, and up‑to‑date information for your Account. Your failure to maintain accurate, complete, and up‑to‑date Account information may result in your inability to access and use the Services and Marketplace or the termination of your Account.
- You agree to maintain the security and secrecy of your Account password(s) at all times. You must promptly notify Monument Build if you become aware of or reasonably suspect any security breach, including any loss, theft or unauthorized disclosure or use of your Account password. Monument Build cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account password.
- You may not transfer or sell your Account to any other party.
- We reserve the right to modify the Services or Marketplace, including but not limited to adding or removing features, discontinuing or terminating the Services or Marketplace or any part thereof, or terminating your Account or your access to the Services or Marketplace, for any reason without notice at any time. We shall not be liable to you or to any third party for any modification, discontinuance or termination of the Services or Marketplace or any part thereof, or the termination of your Account or your access to the Services or Marketplace.
- We reserve the right to refuse access to the Services or Marketplace to anyone for any reason at any time. In addition, we reserve the right, but are not obligated, to limit the availability of the Services or Marketplace, or products or services made available via the Services or Marketplace, to any person, entity, geographic region or jurisdiction. We may exercise this right on a case-by-case basis.
- We may, but have no obligation to, remove without notice any Comments that we determine in our sole discretion violate: (i) these Terms of Service, including any Policies; or (iii) any applicable laws or regulations.
- It is in our sole discretion to refuse or remove any Content that you post or otherwise make available on the Marketplace.
- A breach or violation of any provision of these Terms of Service, or any of the Policies, as determined in our sole discretion, may result in an immediate suspension or termination of your access to the Services and Marketplace. Without limiting any other remedies that we have, we may suspend or terminate your access to the Services and Marketplace if we suspect that you have engaged in fraudulent activity in connection with the Marketplace.
- We reserve the right to provide any of our services to your competitors and make no promise of exclusivity in any particular market segment.
Third Party Services
- Monument Build does not provide third party services to you as part of the Marketplace. Should you elect to use a third party service in conjunction with your use of the Marketplace, under no circumstances shall Monument Build be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from your use of such third party service. These limitations shall apply even if Monument Build has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
- You agree to indemnify and hold us and (as applicable) our Affiliates, partners, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of any third party service.
- Monument Build has the right (but not obligation) to make third party services available in connection with the Marketplace from time to time.
Privacy and User Data
Marketplace Supplier Products and Content; Intellectual Property
- You are solely responsible for all Content that you post, publish, display, link to, or otherwise make available via the Services and Marketplace, including ensuring that you have the necessary rights to publicly post such Content.
- Your Products and Content, including product listings in connection with your Products, must at all times comply with: (i) these Terms of Service, including all Policies; and (ii) any applicable laws or regulations.
- You represent, warrant and covenant that you have the right to offer for sale, and sell, every Product that you list on the Marketplace. To the extent that any of the Products included in product listings incorporate the trademarks, copyrights or other intellectual rights of third parties, you represent, warrant and covenant that you have the appropriate license rights to sell the Products and permit Merchants to resell such Products to Buyers.
- Monument Build does not pre-screen Products or Content made available via the Marketplace and we may refuse or remove Content and Products from listing on the Marketplace at any time in our sole discretion.
- You grant Monument Build a limited, worldwide, non‑exclusive, sub-licensable royalty-free license to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index your Content for the purpose of supporting your use of the Services and Marketplace. Monument Build may also use your Content for the purpose of supporting and developing the Services and Marketplace and to enable Merchants to exercise the license grant set out in Section 7(f). Subject only to the limited license expressly granted herein, you or your third party licensors shall retain all right, title and interest in and to your Content and all intellectual property rights therein. Nothing in these Terms of Service will confer on Monument Build any right of ownership or interest in your Content.
- You grant Merchants the right to access, download, reproduce, use, display, distribute and modify your Content in connection with selling your Products to Buyers via the Merchants’ business.
- You acknowledge and agree that the Services and the Marketplace, including without limitation, any associated software, documentation, applications, websites, tools and products, any modifications, enhancements and updates thereto, and all intellectual property rights therein are exclusively owned by Monument Build.
- You agree not to purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Monument Build or Monument Build’s trademarks and/or variations and misspellings thereof.
Fees and other Charges
- Registering for and listing Products in the Marketplace is free.
User Comments, Feedback and Other Submissions
- You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other intellectual property, personal or proprietary right. You further agree that your Comments will not contain libelous, defamatory or otherwise unlawful, abusive, hateful or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Marketplace or the Services or any related website or application. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you.
- In addition to any prohibitions set forth in these Terms of Service and the Policies, you are prohibited from using the Services and Marketplace, its content, or any of the services available through the Marketplace: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, or local laws or regulations; (iv) to submit false or misleading information; (v) to upload or transmit viruses or any other type of malicious or destructive code; (vi) to collect or track the personal information of others; (vii) to spam, phish, pharm, pretext, spider, crawl, or scrape; or (viii) to interfere with or circumvent the security features of the Services or Marketplace or any related website or application, other website or application, or the Internet. We reserve the right to suspend or terminate your use of the Services or Marketplace or any related website or application, and pursue all available remedies, for violating any of the prohibited uses.
Disclaimer of Warranties; Limitation of Liability
- You expressly agree that your use of, or inability to use, the Services and Marketplace is at your sole risk, and we disclaim responsibility for any harm resulting from your use of and access to the Services or Marketplace. The Services and Marketplace are provided to you “as is” and “as available” for your use, without any representation, warranties or conditions of any kind, either express, implied or statutory, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. We do not warrant that your use of the Services or Marketplace will be uninterrupted, timely, secure, or error-free, or that the quality of any services, or information obtained by you through the Services or Marketplace will meet your expectations, or that any errors in the Services or Marketplace will be corrected. Moreover, Monument Build does not warrant that the results that may be obtained from the use of the Services or Marketplace, including without limitation the completion of a transaction of sale and purchase between you and a Merchant, or that information provided by Merchants will be accurate or reliable.
- You expressly agree that: (i) Monument Build is not responsible or liable for Content posted or otherwise provided by you to Monument Build in connection with your use of the Marketplace, or any other content, for example, data, text, product descriptions, information, usernames, graphics, images, photographs, profiles, testimonials, ratings, feedback, audio, video, items and links posted by any other parties on the Marketplace; and (ii) Monument Build is not responsible or liable for any modifications made to any of your Content that is accessed or downloaded by Merchants in connection with their use of the Marketplace.
- To the fullest extent permitted by law, Monument Build and its Affiliates, officers, directors, employees, agents, or licensors are not responsible for: (i) any statements or guarantees made by Merchants; (ii) your Products, Content and Comments; (iii) any third party services you elect to use in conjunction with your use of the Marketplace; or (iv) transactions or expected transactions of parties utilizing the Services or Marketplace, including those based on the processing and/or completion of a transaction. Some jurisdictions do not allow limitations on implied warranties, so the foregoing limitation may not apply to you.
- In no event shall Monument Build or its Affiliates, officers, directors, employees, agents, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost opportunity, lost profits, lost revenue, lost savings, loss of data, intellectual property right infringement, replacement costs, loss of goodwill or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any part or parts of the Services or Marketplace, or for any other claim related in any way to your use of the Services or Marketplace, including transactions between you and any Merchant, even if advised of the possibility of same. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
- You agree to indemnify, defend and hold harmless Monument Build and its Affiliates, officers, directors, employees, agents, and licensors from any claim or demand, including reasonable attorneys’ fees, made by any third-party, due to or arising out of a claim: (i) alleging that you, your Products, your Content or your Comments infringes the intellectual property rights, privacy rights or other rights of a third party or violates any applicable laws or regulations; (ii) arising out of your breach of these Terms of Service or any Policies; or (iii) arising out of or in connection with any transaction or failed transaction between you and a Merchant or their Buyer.
- Disputes Between Marketplace Supplier and Merchant. Disputes between you and Merchants will be handled in accordance with the Supplier Policy. In the event that you have a dispute with a Merchant in connection with the Services or Marketplace, you release Monument Build and its Affiliates, officers, directors, employees, agents, and licensors from any and all claims, demands, actions, liabilities, rights, duties and damages (actual or consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
- Disputes between Marketplace Supplier and Monument Build. By agreeing to these Terms of Service, you agree that you are required to resolve any claim that you may have against Monument Build on an individual basis in arbitration, as set forth in this Section 13(b) (referred to herein as the “Arbitration Agreement”). This will preclude you from bringing any class, collective, or representative action against Monument Build, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Monument Build by someone else.
- You and Monument Build agree that any dispute, claim or controversy (“Dispute”), which cannot be resolved by the parties negotiating in good faith within 30 days of either party notifying the other of such Dispute, arising out of or relating to (a) these Terms of Service, including the Policies, or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services or Marketplace at any time, whether before or after the date you agreed to these Terms of Service, will be settled by binding arbitration between you and Monument Build, and not in a court of law. Notwithstanding the foregoing sentence, you and Monument Build each retain the right to bring an individual action in small claims court for Disputes relating to unpaid fees in connection with this Agreement and the right to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
- You acknowledge and agree that you and Monument Build are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Monument Build otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
- The arbitration will be administered by JAMS, Inc. pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”). The Rules are available at https://www.jamsadr.com/rules-streamlined-arbitration/.
- These Terms of Service (including this Arbitration Agreement) shall be governed by and interpreted in accordance with the laws of the state of Florida and United States federal laws applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- Any arbitration must be commenced by filing a demand for arbitration within two years after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law provides a different limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
- Any arbitration hearing (“Hearing”) will be located at a site in Florida selected by the Arbitrator, pursuant to the Rules. The Hearing may be conducted telephonically or videographically, upon request from either party. The Hearing will be conducted in English, and the Arbitrator may, at his or her discretion, also select a secondary language upon request by either party.
- The arbitration will be conducted in front of a single arbitrator (the “Arbitrator”), selected from the appropriate list of JAMS, Inc. arbitrators pursuant to the Rules. The parties agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability or formation of these Terms of Service or the documents it incorporates by reference, including any claim that all or any part of these Terms of Service (including this Arbitration Agreement) is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms of Service (including the Arbitration Agreement) are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
- If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the written submissions of the parties, unless the Arbitrator determines that a Hearing is necessary. If your claim exceeds $10,000, your right to a Hearing will be determined by the Rules.
- The Arbitrator may issue an arbitration award in accordance with the Rules and any limitations of liability set out in Section 11 of these Terms of Service. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential effect. If you prevail in arbitration you will be entitled to an award of reasonable attorneys’ fees and expenses, to the extent provided under applicable law.
- Your responsibility to pay any filing, administrative, and arbitrator fees will be solely as set forth in the Rules.
- Notwithstanding the provisions in these Terms of Service regarding consent to be bound by amendments to these Terms of Service, if Monument Build changes this Arbitration Agreement after the date you first agreed to the Arbitration Agreement (or to any subsequent changes to the Arbitration Agreement), you may reject any such change by providing Monument Build written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date. This written notice must be provided by email from the email address associated with your account to: firstname.lastname@example.org. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Monument Build in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Arbitration Agreement (or to any subsequent changes to the Arbitration Agreement).
- If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms of Service; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Terms of Service (including this Arbitration Agreement) or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
- If and only if this Arbitration Agreement is found not to apply to you or your claim, you and Monument Build agree that any judicial proceeding (other than small claims actions) must be brought exclusively in the state courts and federal courts located within Florida and you and Monument Build consent to venue and exclusive jurisdiction in those courts. Any claim not subject to arbitration must be commenced within two years after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law provides for a different limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
- You may terminate these Terms of Services by contacting email@example.com.
- If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service or any Policies including but not limited to failing to complete transactions with Merchants, we may terminate this Agreement at any time without notice and accordingly may deny you access to the Services and Marketplace, your Account, or any part thereof. The obligations (including payment obligations) and liabilities incurred prior to the termination date shall survive the termination of this Agreement for all purposes.
- Upon termination of this Agreement by either party for any reason: (i) you will no longer be able to access your Account and your access to the Services and Marketplace will cease; (ii) your Products will be removed from the Marketplace; (iii) unless otherwise agreed by Monument Build, any outstanding/unfulfilled orders as of the termination date will be cancelled by Monument Build and refunded to Merchant at your expense; (iv) any outstanding payout of funds as of the date of termination will be paid to you in accordance with Section 10 of the Supplier Policy; and (v) any outstanding balance owed to Monument Build for your use of the Marketplace through the effective date of such termination will immediately become due and payable in full. Where Monument Build agrees to permit Marketplace Supplier to fulfill any orders currently outstanding in the Marketplace at the time the Marketplace Supplier provides notice of such termination, the Terms of Service and the Policies will remain in effect until such orders are fulfilled.
- In the event that any provision of these Terms of Service is determined by a court of competent jurisdiction to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, the unenforceable portion shall be deemed to be severed from these Terms of Service, and such determination shall not affect the validity and enforceability of any other remaining provisions.
Waiver and Entire Agreement
- The failure by us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
- These Terms of Service and any Policies, constitutes the entire agreement and understanding between you and us, and govern your use of the Services and Marketplace, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
- Sections 1, 2(d), 2(g), 2(i), 4-8 and 11-16 will survive the termination or expiration of this Agreement.
Questions about the Terms of Service should be sent to us at firstname.lastname@example.org.