Terms of Service
Please read these terms of agreement ("agreement" or "terms of service") carefully before using the website and services offered by Overstockseller. This agreement sets forth the legally binding terms, conditions and policies for your use of the website at http://www.overstockseller.com (the "site") and all services provided by Overstockseller on the site. By registering or using these services, you agree to accept the terms of this agreement, including the conditions and policies that are used for each registering service.
By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the "merchant" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all merchants of the Site.
The contents of this agreement include the main body as well as all the terms, conditions and policies including (but without limitation) legal statements, privacy provisions, and etc. that have been or will be published or released by Overstockseller. All terms, conditions and policies are an integral part of this agreement and shall have the same legal effect as the main body of this agreement.
Overstockseller reserves the right to change some or all of the terms, conditions and policies of the service at any time. When Overstockseller launches new terms of this agreement, the new terms shall come into force as the merchant press the button “agree”. You log in or continue to use the “service”, which means that you have read and accepted the revised, updated agreement. If merchants do not agree to any alteration or updates of terms, conditions and policies, merchants must terminate this agreement according to the rules.
When you dispute with Overstockseller, the latest agreement shall prevail. Unless separately stated, any new content that will expand the scope of the “service” shall be subject to this agreement.
1. Overstockseller is a Marketplace
Overstockseller acts as a marketplace to allow merchants who comply with Overstockseller's policies to offer and sell certain goods within an optimized-price format. Overstockseller is not directly involved in the transaction between buyers and sellers. As a result, Overstockseller has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. Overstockseller cannot ensure that a buyer or seller will actually complete a transaction.
Consequently, Overstockseller does not transfer legal ownership of items from the seller to the buyer.
Overstockseller cannot guarantee the true identity, age, and nationality of a merchant or a buyer. Overstockseller encourages you to communicate directly with potential transaction partners through the tools available on the Site.
You agree that Overstockseller is a marketplace and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other merchants, or outside parties on Overstockseller . You use the Overstockseller service at your own risk.
To the fullest extent permitted by law, you and your affiliates waive the claims, while Overstockseller and Overstockseller affiliates are not responsible for: (a) any statements, guarantees, services in this agreement, and expected transactions, including merchantability, applying to particular purposes or any implied warranties of not torts; (b) implied warranties based on the transaction process, the performance of the contract or trading practices course of dealing; and (c) any duties, responsibilities, rights, claims or tort reliefs, whether or not they are due to Overstockseller’s negligence.
If you have disputes with the third party over your products, you and the third party shall not claim any rights and damage compensation of any kind and nature (including actual damage and indirect damage), no matter these claims, requirements and compensation of damages are known, ensured or released.
2. Membership Eligibility
Age: Overstockseller's merchant services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Overstockseller may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.
Individuals under the age of 18 must at all times use Overstockseller’s services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the merchant and is responsible for any and all activities.
Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by Overstockseller's policies as stated in the Agreement and the Overstockseller policy documents listed below (if applicable to your activities on or use of the Site) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by Overstockseller.
In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by Overstockseller from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
As a legal person, you promise and guarantee that during the period of registration and agreement: (a) you are legally established in accordance with local law, validly existing and in good operation; (b) you have all the necessary legal qualifications, rights, capabilities and authorities to sign this agreement, fulfill duties accordingly and grant rights, licensing and authority required by this agreement, and have the permissions, approvals and licenses required by your business; and (c) you and your affiliates will comply with all applied laws to fulfill your rights and duties in this agreement.
Password: Keep your password secure. You are fully responsible for all activities, liabilities and damages resulting from your failure to maintain password confidentiality. You agree to immediately notify Overstockseller of any unauthorized use of your password or any breach of security. You also agree that Overstockseller cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Overstockseller without Overstockseller’s express written permission.
Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on Overstockseller you must provide and maintain valid payment information such as a valid PayPal account. If you do not comply with the aforementioned provisions, you assume all responsibility for losses.
Account Transfer: You may not transfer or sell your Overstockseller merchant account and username to another party. If you are registering as a business entity, you should prove that you have the right to assign the agreement, and the validity should be vested in the entity.
Right to Refuse Service: Overstockseller’s services are not available to temporarily or indefinitely suspended Overstockseller members. Overstockseller reserves the right, in Overstockseller's sole discretion, to cancel unconfirmed or inactive accounts. Overstockseller reserves the right to refuse service to anyone, for any reason, at any time.
3. Fees and Billing
Joining and setting up a shop on Overstockseller is free. Overstockseller does not charge fees for listing an item for sale. Depending on your agreement with Overstockseller, Overstockseller will either take a percentage or a set amount of the sale price when the item sells. Overstockseller may, at Overstockseller's sole discretion, change some or all of Overstockseller's services at any time. In the event Overstockseller introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).
In certain situations, including but not limited to a void or invalid transaction, Overstockseller may issue a credit for the applicable fees to a seller's billing statement.
You are responsible for paying all fees and applicable taxes associated with using and selling on Overstockseller.
Price: Price is the set product rate by merchant, including taxes, tariffs and any other applied costs. Merchants are required to list prices and shipping costs for the products they sell through the Overstockseller Marketplace. Overstockseller will pay merchants based on the prices and shipping costs that they list for their products, either paying out a percentage of the price and shipping cost or a set amount based on the price and shipping cost. Overstockseller reserves the right to adjust the prices or shipping costs displayed to users within the movement range agreed by merchants to optimize sales for our merchants. This does not affect the amount or percentage Overstockseller has agreed to pay to merchant for their orders. If merchants have not agreed with the movement range, Overstockseller will never change their prices. In this case, merchants will pay the payment processing fees, all refund costs, and Overstockseller will not promote their products (no notification, no DPA ads, no discount incentives).
A merchant's shipped transactions may be eligible for payment within 90 days of their shipment dates. Overstockseller may unilaterally decide to delay the remittance and withhold the accounts payable to merchants or any other due payment according to this agreement, until receiving the confirmation of delivery. For more information on payment eligibility, click here. Transactions that cannot be confirmed as delivery may be ineligible for payment. Overstockseller will pay merchants for their eligible transactions twice a month. This payment will be a net amount: the merchant's prices (product and shipping) less our charge, per the revenue share or cost.
4. Listing and Selling
Listing Description: By listing an item on the Site, you warrant that you and all aspects of the item comply with Overstockseller's published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your Overstockseller shop. Your listings may only include text descriptions, graphics, pictures and other contents relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical.
Shop Policies: All sellers are urged to outline shop policies for their Overstockseller shop. These policies may include, for example, shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Overstockseller's site-wide policies. If there are any differences in shop policies and Overstockseller policies, Overstockseller policies prevail. Sellers are responsible for enforcing their own reasonable shop policies. Overstockseller reserves the right to request that a seller modifies a shop policy.
Binding Sale: All sales are binding. The seller is obligated to ship the order within 7 days of receiving the order. In the event that an order is not shipped within 7 days the customer will be fully refunded and the seller’s account will be flagged for a possible ban for future sales on the platform
Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding Overstockseller transaction fees, misrepresent the item's location, or use another merchant's account without permission.
5. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and relating to Overstockseller and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on Overstockseller. If Overstockseller makes any requirements at any time, merchant shall provide the written proof of having obeyed the product requirement of Overstockseller and related law as soon as possible. The merchant assumes all responsibility for losses arising from delay.
Restricted Activities: Your Content and your use of Overstockseller shall not:
- a) Be false, inaccurate or misleading;
- b) Be obscene or contain pornography, nudity, or adult material;
- c) Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- d) Host images that are not part of a product listing;
- e) Link directly or indirectly to, reference or contain descriptions of goods or services that are prohibited under this Agreement
- f) Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall;
- g) List any item on Overstockseller (or consummate any transaction) that could cause Overstockseller to violate any applicable law, statute, ordinance or regulation, or that violates this agreement;
- h) Be fraudulent (Fraud is the action taken by merchant to deliberately inform customers of false information or conceal the real situation to lure customers into making purchasing.) or involve the sale of illegal (Illegal goods refer to the commodity material, goods (including packaging) which contains illegal content.), counterfeit (Imitation is the product’s trademark being forged or imitated or the product being adulterated without the permission of the owner of registered trademark.) or stolen items (Stolen products refer to illegally possessing, secretly stealing or burgling public or private products);
- i) Be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including, without limitation, Overstockseller staff or other merchants), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;
- j) Violate (or involve the sale of products that violate) upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy (see also, Overstockseller's Copyright and Intellectual Property Policy); Such prohibited behavior includes (without limitation): 1) selling or displaying items portraying the likeness of a celebrity (including portraits, pictures, names, signatures and autographs); 2) selling or displaying items bearing a third party brand or trademark that you are not authorized to display in such manner or 3) selling any pirated video or recording;
- k) Modify, adapt or hack Overstockseller or modify another website so as to falsely imply that it is associated with Overstockseller;
- l) Solicit business for, direct sales to, or promote any website, service, or entity outside Overstockseller;
- m) Violate this Agreement (http://merchant.Overstockseller.com/release-notes), Overstockseller’s Merchant Policy (http://merchant.Overstockseller.com/policy/home), any Overstockseller site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).
If Overstockseller has reasonable doubts to believe the merchant consummates any transaction that was initiated using Overstockseller's service) that could cause Overstockseller to violate any applicable law, statute, ordinance or regulation, or that violates the right of merchant’s account and pay customers or others according to specific compensation standard. All the payments Overstockseller made include (but without limitation) refund, compensation and other fees. Merchants should agree to our decision on user refunds, if they believe they are unduly affected, they should follow Overstockseller’s standard merchant dispute route. Overstockseller will notice you the result and reserve the right of final explanation. Overstockseller may decide to implement a policy that allows Overstockseller to withhold payment or other due payments according to this agreement. If Overstockseller has reasonable doubts to believe any actions or behaviors of the merchant may cause disputes, fees or other claims with customers, Overstockseller has rights to delay payment to the merchant and withhold account payable or other due payments according to this agreement, until all investigations of those actions and behaviors have completed. If the merchant conducts above restricted activities or violates this provision, the merchant should pay USD $500 as penalty per incidence.
You agree that Overstockseller has no obligations to keep information, update information, or send you the latest information in the case of suspending or ceasing your account.
Without limiting Overstockseller’s remedies for any violation of any provision above (or any other provision in any other agreement between you and Overstockseller), if Overstockseller (in its sole discretion) determines that you violate any of the above provisions, Overstockseller may, temporarily or permanently, freeze your account (including, without limitation, all capital therein and any payment to you therefrom).
Re-Posting Content: By posting Content on Overstockseller, it is possible for an outside website or a third party to re-post that Content. You agree to hold Overstockseller harmless from any dispute concerning this use.
7. Resolution of Disputes and Release
In the event a dispute arises between you and Overstockseller, please contact Overstockseller.
Any disputes arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration, using the English language. This agreement is governed by and construed in accordance with the laws of the State of California, United States Of America without regard to conflicts of laws provisions thereof and may be modified or waived only in writing signed by both Parties. This Agreement sets forth the entire agreement between the parties hereto with respect to the subject matter hereof. If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and resolved by arbitration administered in San Francisco, CA by the American Arbitration Association under its Commercial Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference to this clause; provided, however, that either party shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction. The language of the arbitration shall be in English. The decision of the arbitrator shall be final and binding on the Parties and may be used (without limitation) as a basis for judgment in any country which has ratified the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The prevailing party in any action to enforce this Agreement shall be entitled to recover costs and expenses, including, without limitation, attorneys’ fees. Neither party may assign this Agreement without the other party’s consent; provided, however, that either party may assign this Agreement without the other party’s consent to a third party that acquires all or substantially all of such party’s stock, assets, or business to which this Agreement relates.
Should you have a dispute with one or more users, or an outside party, you release Overstockseller (and Overstockseller's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands, actions, liabilities, rights, duties and damages (actual and consequential) of every kind and nature, known and unknown, determined or possible, certain and uncertain, natural or unnatural, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Overstockseller encourages merchants to report merchant-to-user disputes to your local law enforcement, or a certified mediation or arbitration entity, as applicable.
Overstockseller, for the benefit of merchants, may try to help merchants resolve disputes. Overstockseller does so in Overstockseller's sole discretion, and Overstockseller has no obligation to resolve disputes between merchants and users or between merchants and outside parties. To the extent that Overstockseller attempts to resolve a dispute, Overstockseller will do so in good faith based solely on Overstockseller's policies. Overstockseller will not make judgments regarding legal issues or claims.
8. Overstockseller's Intellectual Property
Overstockseller, and other Overstockseller graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Overstocseller in the U.S. and/or other countries. Overstockseller's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.
9. Access and Interference
- a) Take any action that imposes, or may impose, in Overstockseller's sole discretion, an unreasonable or disproportionately large load on Overstockseller's infrastructure
- b) Copy, reproduce, modify, create derivative works from, distribute or publicly display any merchant Content (except for your Content) from the Site or without the prior express written permission of Overstockseller and the appropriate third party, as applicable
- c) Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site
Without limiting any other remedies, Overstockseller may unilaterally decide, without notice, and without refunding any fees, delay or immediately remove Content, warn Overstockseller's community of a merchant's actions, issue a warning to a merchant, temporarily suspend a merchant, temporarily or indefinitely suspend a merchant's account privileges, terminate a merchant's account, prohibit access to the Site, and take technical and legal steps to keep a merchant off the Site and refuse to provide services to a merchant if any of the following applies:
12. No Warranty
Overstockseller, Overstockseller's subsidiaries, officers, directors, employees, and Overstockseller's suppliers provide Overstockseller's web site and services "as is" and without any expressed, implying or statutory warranty or condition. Overstockseller, Overstockseller's subsidiaries, officers, directors, employees and Overstockseller's suppliers specifically disclaim any implied warranties of title, merchantability, performance, fitness for a particular purpose and non-infringement. In addition, no advice or information (oral or written) obtained by you from Overstockseller shall create any warranty. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
13. Liability Limit
In no event shall Overstockseller, and (as applicable) Overstockseller's subsidiaries, officers, directors, employees or Overstockseller's suppliers be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the site, Overstockseller's services, or this agreement, including but without limitation, lost profits, bodily injury, emotional distress, or any special, incidental or consequential damages.
Overstockseller's liability, and (as applicable) the liability of Overstockseller's subsidiaries, officers, directors, employees, and suppliers, to you or any third parties in any circumstance are limited to the greater of (a) the amount of fees you pay to Overstockseller in the 12 months prior to the action giving rise to liability, and (b) $100. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify and hold Overstockseller and (as applicable) Overstockseller's parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
15. No Guarantee
Overstockseller does not guarantee usable, timely, secure, correct, continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Overstockseller's control. Overstockseller is not responsible for any services breaking down, including (but without limitation) system corruption or other situations that may affect receiving, processing, testing, completion or settlement of transaction.
16. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any Overstockseller service and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any sales of items you make on the Site (excluding any taxes on Overstockseller's net income).
17. Sales, Custom and Value-added taxes
In an effort to remain compliant with respective consumer legislations, we strongly encourage our merchants to maintain good standing with respect to custom and value-added taxes or VAT, where applicable.
Due to separate and applicable tax jurisdictions, purchases may be subject to specific sales, custom or value-added taxes, and the shipping time and associated cost may increase.
Merchants that sell regularly on the Overstockseller platform may be required to reserve for VAT. Although Overstockseller does not require sellers to have a VAT number to sell in our marketplace, merchants may be required to pay for VAT for conducting such business in the applicable tax jurisdictions. As a result, we strongly encourage our merchants to consult with their own tax experts and register for a VAT identification number and reserve such VAT dues accordingly.
You agree that you are responsible for all tax collection and payment among all parties of this agreement.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
19. No Agency
You and Overstockseller are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Merchants have no right to represent Overstockseller to make or accept any offers or acceptance. Merchants cannot make any statements at any circumstance that may cause conflict with this term. This agreement does not establish an exclusive partnership between merchants and Overstockseller.
20. Overstockseller Service
Overstockseller reserves the right to modify or terminate the Overstockseller service for any reason, without notice, at any time. Overstockseller reserves the right to alter these Terms of Service or other Site policies at any time, so please review the policies frequently. If Overstockseller makes a material change Overstockseller will notify you here, by email, by means of a notice on our home page, or other places Overstockseller deems appropriate. What constitutes a "material change" will be determined at Overstockseller's sole discretion, in good faith, and using common sense and reasonable judgment.
21. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the province of Ontario, Canada.
Sections 3 (Fees and Billing), 6 (Content), 7 (Resolution of Disputes and Release), 8 (Overstockseller's Intellectual Property), 9 (Access and Interference), 10 (Breach), 11 (Privacy), 12 (No Warranty), 13 (Liability Limit), 14 (Indemnity), 15 (No Guarantee), 17 (Sales, Custom and Value-added taxes), 18 (Severability), 20 (Overstockseller service), 21 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Overstockseller; 21 Kodiak Cres #200, North York, Ontario, M3J 3E5 Canada (in the case of Overstockseller) or, in your case, to the email address you provide to Overstockseller (either during the registration process or when your email address changes). Notice shall be deemed as proof of service 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Overstockseller may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Overstockseller. In such case, notice shall be deemed as proof of service three days after the date of mailing.
The services hereunder are offered by Overstock Seller., located at 21 Kodiak Cres #200, North York, Ontario, M3J 3E5 Canada