Terms Of Service

Thank you for your interest in the HAUSMART application for your mobile device (the "App") provided to you by HAUSMART Inc. ("HAUSMART" "us" or "we"), and our web site at hausmart.com (the "Site"), as well as all related web sites, networks, downloadable software, and other services provided by us and on which a link to these Terms of Service is displayed (collectively, together with the App and Site, our "Service"). These Terms of Service (these "Terms"), including the PRIVACY POLICY incorporated into these Terms by reference and any other applicable policies and guidelines, as may be updated from time to time, govern your use of the Service.

These Terms constitute a legal agreement between you and HAUSMART. In order to use the Service you must agree to these Terms. BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICE.

HAUSMART provides a mobile app and web-based technology platform that enables a consumer to directly purchase food, drinks, or other merchandise on demand from a HAUSMART merchant. HAUSMART is not a retail store, restaurant, food delivery service, or merchandise delivery service. All users of HAUSMART are responsible for complying with all laws and regulations applicable where the Service is rendered.

HAUSMART DOES NOT PROVIDE DELIVERY SERVICES. INDEPENDENT CONTRACTORS (EACH A "COURIER") MAY OFFER DELIVERY SERVICES THROUGH THE SERVICE. HAUSMART OFFERS INFORMATION AND A METHOD TO OBTAIN COURIER SERVICES BUT DOES NOT CURRENTLY AND DOES NOT INTEND TO PROVIDE COURIER SERVICES OR ACT IN ANY WAY AS A COURIER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY COURIER. ANY ITEM, GOODS OR ANY OTHER SERVICE PROVIDED BY A MERCHANT MUST BE OFFERED ACCORDING TO THE LOCAL LAW WHERE THE ITEM, GOODS OR ANY OTHER SERVICE ARE SOLD AND/OR DELIVERED.

As provided in greater detail below, you agree to and acknowledge these material Terms:

• The App is licensed, not sold to you, and you may use the Service only as set forth in these Terms;
• Your use of the Service may be subject to separate third party terms of service and fees, including without limitation your mobile network operator’s ("Carrier") terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility;
• You consent to the collection, sharing, and use of your personally identifiable information in accordance with HAUSMART’S Privacy Policy
• The Service is provided "as is" without warranties of any kind, and HAUSMART’S liability to you is limited; and
• Disputes arising under these Terms will be resolved by binding arbitration. BY ACCEPTING THESE TERMS, YOU AND HAUSMART ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Please review Section 17 (“Dispute Resolution and Arbitration”) below for the details regarding your agreement to arbitrate any disputes with HAUSMART.

1. Account Access

You must be at least eighteen (18) years old to use the Service. By agreeing to these Terms, you represent and warrant to us that:

• You are at least eighteen (18) years old;
• You have not previously been suspended or removed from the Service; and
• Your registration and use of the Service are in compliance with any and all applicable laws and regulations.

If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

2. Accounts and Registration

To access some features of the Service, you must register for an account and create a password. When you register for an account, you may be required to provide us with some information about yourself (such as your name; credit card information; and e-mail address, phone number, or other contact information). You agree that the information you provide to us is accurate and that you will keep it up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account and password. You accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, you must immediately notify us via hausmart@hausmart.com.

3. Scope of License

The App is licensed, not sold, to you for use only under the terms of this license. HAUSMART reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with these Terms, HAUSMART hereby grants you a personal, limited, revocable, non-transferable license to use the App on compatible devices that you own or control, solely for your non-commercial use. You may not modify, alter, reproduce, distribute or make the App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the App. If you breach these license restrictions, or otherwise exceed the scope of the license granted in these Terms, you may be subject to prosecution and legal damages, as well as liability for infringement of intellectual property rights. These Terms will govern any updates provided to you by HAUSMART that replace and/or supplement the original App, unless the upgrade is accompanied by a separate license, in which case the terms of that license will govern.

4. Payment Terms

4.1. General Payment Terms

Certain features of the Service, including placing orders, may require you to pay fees. HAUSMART may change the service fee or any other fees for any feature of the Service, including by adding fees, on a going forward basis at any time as we deem necessary for our business. Before you pay any fees, you will have an opportunity to review and accept an estimate of the fees that you will be charged. You acknowledge and accept that a fee will be charged and you agree to pay said fee.

All fees are non-refundable, except as expressly provided in Section 4.5, and will be quoted in the App and/or on the Site in the local currency of the location where the order is being delivered. HAUSMART, at its sole discretion, may offer credits or refunds on a case-by-case basis; all credit and/or refund requests must be made within twenty four (24) hours after your purchase for which the credit and/or refund request was made.

HAUSMART will charge the payment method you specify at the time of purchase or as otherwise specified by you in your account information. HAUSMART will not be responsible for any bank conversion fees, SMS fees or any fees associated with your transaction. HAUSMART also places an initial temporary pre-authorization hold on each new payment method you add to your account. HAUSMART reserves the right to request additional information from you if we have reason to believe, in our sole discretion, that a payment method may be fraudulent.

HAUSMART, at its sole discretion, may make promotional offers with different features and different rates to any of our customers. These promotional offers, unless made to you, shall have no bearing whatsoever on your use of the Service or fees charged to you. HAUSMART reserves its right to expire or modify any promotion at any time.

4.2. Payment Authorization

You authorize HAUSMART to charge all sums for orders that you make and services you select to the payment method designated in your account. When you order on HAUSMART, a temporary pre-authorization hold is placed on your designated payment method to verify that the card is valid and has funds available for your intended purchase. In the event that the pre-authorization is greater than the final amount, the difference will be returned to you after your order is completed or cancelled, which may take up to 5 business days depending on your bank.

4.3. Customer Not Available

HAUSMART reserves the right to charge a customer the full order amount if that customer is not at the designated delivery location when the courier arrives to complete the delivery.

4.4 Cancelled Orders

If you cancel your HAUSMART order you may be charged depending on what stage the order was in when you cancelled, if applicable. If you cancel a delivery:

• After delivery has been accepted but is not yet being prepared by the merchant, you will not be charged a cancellation fee.
• After a merchant has started preparing your order, you will be charged the price of the items, including applicable taxes, plus a cancellation fee of up to $5.
• After your order is out for delivery, you will be charged the full price of the order.

4.5 Returned Items

Merchants selling products through HAUSMART are obliged to be as accurate as possible. However, HAUSMART does not warrant that product descriptions from merchants or other content of any product is accurate, complete, reliable, current, or error-free.

If a product offered by HAUSMART itself is not as described, your sole remedy is to return it to the merchant in unused condition, according to local consumer protection legislation and regulations. If an item has to be returned for any reason, you may be required to pay the merchant a non-refundable return/restocking fee.

For alcohol items, the Courier reserves the right to refuse delivery and return the item(s) if the name on your ID does not match the name on your order, if you are not at least twenty-one (21) years old ("Legal Age"), if you cannot provide valid government-issued photo ID that you are Legal Age, or if you are visibly intoxicated. In the event that the Courier refuses the item for delivery, you may still be esponsible for the full cost of the item, plus any Courier fees.

5. Third-Party Interactions

5.1. Third-Party Providers

You may purchase goods and services from third-party merchants through the Service. Any such activity and any disputes, terms, conditions, warranties or representations associated with that activity are solely between you and the applicable third party. HAUSMART shall have no liability, obligation or responsibility for any purchase or transaction between you and any third-party provider. In no event shall HAUSMART be responsible for any content, products, services or other materials on or available from third-party sites or third-party providers. Certain third-party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and HAUSMART disclaims any and all responsibility or liability arising from such agreements between you and a third party.

5.2. Couriers

You may engage third-party Couriers through the Service to provide delivery services to you and may interact with those Couriers. Any interactions or disputes between you and a Courier are solely between you and that Courier. HAUSMART and its licensors shall have no liability, obligation or responsibility for any interaction between you and any Courier.

5.3. Third-Party Advertising

The Service may contain third-party advertising and marketing. By agreeing to these Terms you agree to receive such advertising and marketing.

5.4. Links to Third Party Sites

The Service may contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.

5.5. Third-Party Fees

Your use of the App may incur third-party fees, such as fees charged by your Carrier for data usage, and may be subject to third-party terms, such as your Carrier’s terms of service, and you agree to pay all such fees and abide by all such terms;

6. Your Use of the Service

6.1. Prohibited Activities

As a condition of using the Service, you agree not to:

• Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right, or otherwise engage in the unauthorized use of any proprietary content, information or materials;
• Alter, modify, create derivative works of, sell, license or in any way exploit any part of the Service, and you agree not to copy, reproduce, distribute, publish, display, perform, transmit, stream or broadcast any part of the Service without prior written authorization, unless expressly permitted;
• Bypass any security or other features of the Service designed to control the manner in which the Service is used, or otherwise access or use the Service in a manner inconsistent with individual human use;
• Perform any fraudulent activity, including impersonating any person or entity, or accessing any other Service account without permission;
• Decipher, reverse engineer, decompile or disassemble the Service, or the software used to provide the Service, in whole or in part, or authorize, direct, or cause a third party to do so;
• Use, display, mirror, frame or utilize framing techniques to enclose the Service, or any portion thereof, unless and solely to the extent HAUSMART makes available the means for embedding any part of the Service;
• Access, tamper with, or use non-public areas of the Service, HAUSMART’S (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of HAUSMART’S providers;
• Use any robot, spam bot, spider, crawler, scraper or other automated means or interface not provided by us to access the Service or to extract data;
• Use the Service in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that HAUSMART is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using the Service;
• Introduce viruses, time-bombs, worms, cancelbots, trojan horses and/or other harmful code into the Service; or
• Do any of the acts described in this Section 6, or to assist or permit any person in engaging in any of the acts described in this Section 6.

6.2. Prohibited and Regulated Items

Alcoholic beverages (including but not limited to beer, wine, cider, and spirits, as applicable; all referred to as "Alcoholic Beverages") may only be sold where the local laws permit and may only be purchased by individuals who are Legal Age. If you are a customer, you expressly represent and warrant that:

• You are of Legal Age and
• You will provide bona fide government-issued photo identification to your Courier upon delivery to you. Valid forms of identification include but are not limited to: (i) a valid motor vehicle operator’s license, (ii) a passport issued by the U.S. or by a foreign government, or (iii) a valid identification card issued to a member of the Armed Forces that includes a date of birth and a picture, showing your Legal Age. Purchases of Alcoholic Beverages may not be made by anyone who is intoxicated, regardless of his or her age and HAUSMART disclaims any responsibility with the sale and consumption of any alcoholic beverages hereunder; and

7. Consent to Use of Data

Please see HAUSMART’S Privacy Policy for more information regarding information HAUSMART collects, and how it uses and shares that information.

8. Intellectual Property Ownership

The Service, and the media and materials contained in the Service, including all intellectual property rights in the Service, are the sole and exclusive property of HAUSMART and its licensors. The Service, including any content that forms part of the Service, contains proprietary content, information and material that is protected by applicable intellectual property and other laws, including copyright. Except for the limited license expressly granted by and to you under these Terms, no other rights, licenses, or immunities are granted or shall be deemed to be granted under these Terms, either expressly, or by implication, estoppel or otherwise. All rights not expressly granted by HAUSMART in these Terms are expressly reserved.

9. Feedback

You may choose to, or HAUSMART may invite you to, submit comments, bug reports, ideas or other feedback about the Service ("Feedback"). By submitting Feedback, you agree that HAUSMART is free to use such Feedback at its discretion without any obligation to you. HAUSMART may also choose to disclose Feedback to third parties. You hereby grant HAUSMART a royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide, non exclusive license under all rights necessary to incorporate and use your Feedback for any purpose.

10. Communications

10.1 Text Messaging

By using the Service, you agree that HAUSMART and those acting on its behalf may send you text (SMS) messages at the phone number you provided us. These messages may include operational messages about your use of the Service, as well as marketing or other promotional messages. You will not be able to use the Service without agreeing to receive operational text messages. You may opt-out of receiving marketing text messages at any time by sending an email to hausmart@hausmart.com indicating that you no longer wish to receive marketing texts along with the phone number of the mobile device receiving the messages. You may opt-out of receiving all text messages from HAUSMART at any time by deactivating your account or sending an email to hausmart@hausmart.com that you no longer wish to receive any text messages, along with the phone number of the mobile device receiving the messages. You may continue to receive text messages for a short period while HAUSMART processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive marketing texts is not a condition of any purchase or service offered by HAUSMART. If you change or deactivate the phone number you provided to HAUSMART, you must update your account information to help prevent us from inadvertently communicating with anyone who acquires your old number.

10.2 Push Notifications

When you install our App on your mobile device you agree to receive push notifications, which are messages an app sends you on your mobile device even when the app is not on. You can turn off notifications by visiting your mobile device's "settings" page.

10.3 Email

You agree that we may send you emails concerning our products and services, as well as those of third parties. You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email. HausMart may use third-party email services to provide better service and customer experiences. By using our Services, you agree that HausMart may register your name and email address with such third-party email service providers. Neither HausMart nor third-party email service providers will ever sell your email address or other information.

11. Indemnity

You are responsible for your use of the Service, and you agree to defend (at HAUSMART’S option) and indemnify HAUSMART and its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with:

• Your violation of any of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;
• Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or
• Any dispute or issue between you and any third party, including any Courier, restaurant or other third-party merchant.

HAUSMART reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations) and you agree to cooperate with our defense of that claim. If the defense or settlement is assumed by you, HAUSMART may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim without HAUSMART’S prior written consent.

12. Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY HAUSMART TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. HAUSMART MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. HAUSMART DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE SERVICE OR ANY PRODUCTS OR MATERIALS OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

HAUSMART’S SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HAUSMART IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. HAUSMART RELIES UPON THIRD-PARTY FOOD AND BEVERAGE PROVIDERS AND RETAILERS TO PROVIDE ACCURATE ALLERGEN AND DIETARY INFORMATION AND GENERAL PRODUCT SAFETY. HAUSMART DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE THROUGH THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, INCLUDING WITHOUT LIMITATION NUTRITIONAL AND ALLERGEN INFORMATION, PHOTOS, QUALITY OR DESCRIPTIONS, HOURS OF OPERATION, OR REVIEWS. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK, INCLUDING WITHOUT LIMITATION NUTRITIONAL AND ALLERGEN INFORMATION.

HAUSMART DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A RESTAURANT OR OTHER THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR THIRD-PARTY SERVICE, AND HAUSMART WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

13. Limitation of Liability

IN NO EVENT SHALL HAUSMART’S AGGREGATE LIABILITY EXCEED THE FEES ACTUALLY PAID BY YOU TO HAUSMART IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR $100, WHICHEVER IS LESS. IN NO EVENT SHALL HAUSMART AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE) EVEN IF HAUSMART AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE SERVICE CONNECTS YOU TO COURIERS AND MERCHANTS FOR THE PURPOSES OF FACILITATING COURIER SERVICES. HAUSMART WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY COURIERS, AND YOU EXPRESSLY WAIVE AND RELEASE HAUSMART FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE COURIERS. HAUSMART WILL NOT ASSESS THE QUALITY, SAFETY, OR LEGALITY OF THE ITEMS PROVIDED BY MERCHANTS OR RETAILERS ON THE PLATFORM, AND YOU EXPRESSLY WAIVE AND RELEASE HAUSMART FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO MERCHANTS, RETAILERS, AND THE ITEMS THEY PROVIDE. HAUSMART WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES, BETWEEN YOU AND ANY COURIERS, MERCHANTS, OR RETAILERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE SERVICE (WITH ALL THEIR IMPLICATIONS) RESTS SOLELY WITH YOU. IN ADDITION, WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTIES, AND YOU EXPRESSLY WAIVE AND RELEASE HAUSMART FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SERVICE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

THE QUALITY OF THE COURIER SCHEDULED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD-PARTY COURIER WHO ULTIMATELY PROVIDES DELIVERY SERVICES TO YOU. YOU UNDERSTAND THAT BY USING THE SERVICE, YOUR ITEMS MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS OR HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SERVICE AT YOUR OWN RISK.

14. Notice

HAUSMART may give notice by any means of communication reasonably anticipated to notify you of the information provided. By way of example only, such communication may be a general notice on the Service or via email to the email address listed on your HAUSMART account. It is your obligation to update your account information so that we may contact you as may be necessary. Such notice shall be deemed to have been given 48 hours after dispatch. If physical notice (e.g., US Mail) is used, then such notice shall be deemed to have been given 7 days after dispatch. You may give notice to HAUSMART (such notice shall be deemed given when received by HAUSMART) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to HAUSMART at the following address:

or hausmart@hausmart.com

15. Assignment

You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be void.

16. Term and Termination of Agreement

These Terms are effective until terminated by you or HAUSMART as described below. Your rights under these Terms will terminate automatically without notice from HAUSMART if you fail to comply with any of these Terms (including by violating any license restriction contained in these Terms). In addition, HAUSMART may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. You may terminate these Terms at any time by closing your account, uninstalling the App, and ceasing use of the Service.

17. Dispute Resolution and Arbitration

17.1. Disputes

HAUSMART is not a party to, has no involvement or interest in, makes no representations or warranties as to, and has no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other user, any Courier or other third party. Disputes between a user and HAUSMART are subject to this Section 17.

17.2. Generally

In the interest of resolving disputes between you and HAUSMART in the most expedient and cost effective manner, you and HAUSMART agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND HAUSMART ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

17.3. Exceptions

Despite the provisions of the paragraph directly above, we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to:

• Bring an individual action in small claims court;
• Pursue an enforcement action through the applicable federal, state, or local agency if that action is available;
• Seek injunctive relief in a court of law; or
• File suit in a court of law to address an intellectual property infringement claim.

17.4. Arbitrator

Any arbitration between you and HAUSMART will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879.

17.5. Notice Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). HAUSMART’S address for Notice is:

or hausmart@hausmart.com

The Notice must:

• Describe the nature and basis of the claim or dispute; and

• Set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or HAUSMART may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or HAUSMART must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, HAUSMART will pay you the highest of the following:

  1. The amount awarded by the arbitrator, if any;
  2. The last written settlement amount offered by HAUSMART in settlement of the dispute prior to the arbitrator’s award; or
  3. $1,000

17.6. Fees

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided herein. Any payment of attorneys’ fees will be governed by the AAA rules. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York, according to the following:

• Solely on the basis of documents submitted to the arbitrator;
• Through a non-appearance based telephone hearing; or
• By an in-person hearing as established by the AAA Rules in the county of your billing address.

If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse HAUSMART for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

17.7. No Class Actions

YOU AND HAUSMART AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, unless both you and HAUSMART agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

17.8. Modifications

If HAUSMART makes any future change to this arbitration provision (other than a change to HAUSMART’S address for Notice), you may reject the change by sending us written notice within 30 days of the change to HAUSMART’S address for Notice, in which case your account with HAUSMART will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, will survive.

17.9. Enforceability

If Section 17.7 is found to be unenforceable or if the entirety of this Section 17 is found to be unenforceable, then the entirety of this Section 17 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 20 will govern any action arising out of or related to these Terms.

18. Modification of these Terms

We reserve the right to update or modify the Terms at any time without prior notice, and such changes will be effective immediately upon being posted through the Service, except as set forth below. These Terms identify the date of last update. Your use of the Service following any such change constitutes your agreement to be bound by the modified Terms of Service. In the case of material changes to these Terms, we will make reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register for an account, through a pop-up window on the Service, or other similar mechanism.

Material changes to these Terms will be effective as of the effective date indicated in the Terms. Any use of the Service after such effective date means that you have accepted the updated Terms.

Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose. We encourage you to review these Terms frequently to stay informed of the latest modifications.

19. Confidentiality

You acknowledge and agree that when using the App, you may have direct or indirect access or exposure to HAUSMART’S confidential information ("Confidential Information"). Confidential Information includes HAUSMART’S data, provider IDs, user information, delivery recipient information, delivery provider information, package information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other nonpublic information (whether disclosed in writing or verbally) that HAUSMART designates as being proprietary or confidential or that you should reasonably know to treat as confidential.

You acknowledge and agree that: (a) all Confidential Information shall remain the exclusive property of the HAUSMART; (b) you shall not use Confidential Information for any purpose except in furtherance of your use of the App; (c) you shall not disclose Confidential Information to any third party; and (d) you shall not store or keep Confidential Information and shall return or destroy (with confirmation of destruction) all Confidential Information upon the termination of your use of the App or at the request of HAUSMART. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no action or omission by you; (b) was possessed by you prior to your use of the App without an obligation of confidentiality; or (c) is disclosed to you by a third party having no obligation of confidentiality with respect thereto.

20. General

These Terms are governed by the laws of the State of New York without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, you and HAUSMART agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for the purpose of litigating any dispute. We operate the Service from our offices in Iceland. and we make no representation that materials included in the Service are appropriate or available for use in other locations. No joint venture, partnership, employment, or agency relationship exists between you, HAUSMART or any third-party provider as a result of the Terms or use of the Service. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of HAUSMART to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by HAUSMART in writing.

This Agreement comprises the entire agreement between you and HAUSMART and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in these Terms.

21. Notice to California Residents

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

22. Notice Regarding Apple

To the extent that you are using our App on an iOS device, you further acknowledge and agree to the terms of this Section 21. You acknowledge that these Terms are between you and HAUSMART only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to:

• Product liability claims;
• Any claim that the Service fails to conform to any applicable legal or regulatory requirement; and
• Claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service and/or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that:

• You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and
• You are not listed on any U.S. Government list of prohibited or restricted parties.

Merchant Terms of Service

These HausMart Merchant Terms of Service (“Agreement”) are a legal agreement between you (“you,” “your,” or “Merchant”) and HausMart, LLC. (“HausMart,” “we,” “our” or “us”) governing your use of HausMart’s mobile app, website, software development kit files, tools, programs and utilities, as well as any plug-in or other application programming interfaces (“APIs”), sample code (including runtimes and libraries) and related documentation (collectively “Merchant Tools”). Please read this Agreement carefully. To access the Merchant Tools, you must accept all of the terms of this Agreement.

1. Your access to and use of Hausmart Merchant Tools and Content.

Your use of HausMart Merchant Tools, and related materials made available to you is subject to and must comply with these HausMart Merchant Terms of Service, HausMart’s Privacy Policy and the documentation and guidelines accompanying the Merchant Tools.

1. You may use Merchant Tools to create a store which may access information created or retained in a HausMart account (“Content”) and use HausMart payment processing services in connection with products or services you sell (“Products”) to customers (“Customers”) at the location connected to your HausMart account (“Location”). Together, these uses of the Merchant Tools are your HausMart services (“Service”). Any payment processing enabled by you via a HausMart API requires a HausMart account (“Account”) and is subject to this HausMart Terms of Services. You are solely responsible for, and HausMart disclaims all liability for your Service.
2. Your use of Merchant Tools and Content are subject to certain limitations on access, and use as set forth in this Agreement, in the HausMart documentation accompanying such Merchant Tools, or as otherwise provided to you by HausMart. If HausMart assigns you Merchant credentials or client IDs, you must use them with applicable Merchant Tools. You will not misrepresent or mask either your identity or your Service’s client ID when using the Merchant Tools or Merchant accounts or interacting with Customers. If HausMart believes that you have attempted to exceed or circumvent these limitations, your ability to use Merchant Tools and Content may be temporarily or permanently blocked.
3. You will use Merchant Tools and operate the Service which access Merchant Tools only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy or local laws). You will not use Merchant Tools to encourage or promote illegal or prohibited activity according to the PayPal Acceptable Use Policy. You will only access the applicable Merchant Tools following the implementation instructions and other requirements specified in the documentation for such Merchant Tools, or as otherwise provided by HausMart from time to time.
4. You are fully responsible for the security of data processed via your use of the Service. You agree that at all times you and your use of the Service will, at your effort and expense, be compliant with the Payment Card Industry Data Security Standard (PCI DSS) and the Payment Application Data Security Standard (PA-DSS), or later data security standard as applicable. At HausMart’s request, you will promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA-DSS. You will use and access Merchant Tools in accordance with the documentation and instructions provided by HausMart and in no circumstances will you store, process or transmit any cardholder’s account number, expiration date, or CVV2 except as described in that documentation. Further, you may not disclose card information to any third party, other than in connection with processing card transaction requested by your customer under the Service and in a manner consistent with PCI DSS and applicable law.
5. If you are using the Merchant Tools in order to access and use PayPal Services or other applicable services, you must first accept all user agreements for the aforementioned Services or Platforms.
6. You are responsible for clearly and accurately describing the fees you collect from Customers and you will notify them prior to making any changes to those fees. If you are utilizing HausMart APIs in order to charge fees to Customers on a per-transaction basis, then you authorize HausMart to act as your agent for the limited purposes of holding, receiving, and disbursing fees, consisting of and/or sourced from such Customers payment processing proceeds. You acknowledge and agree that HausMart does not act on your behalf or on the Customers’ behalf as money transmitter or a money services business (as those terms are commonly construed under applicable law) or in any other similar capacity except as expressly provided in this Agreement. You acknowledge and agree that you will be solely responsible for collecting and remitting to any taxing authority any sales, value-added or similar taxes for your Service.

2. Point-of-Sale Transactions.

Your Account prohibits you to create, personalize, and maintain a point-of-sale store for your Customers at your Location specified in your account. You agree to cooperate and adhere to these Terms and the Privacy Policy, and any other policies applicable to your Account.

3. Content Prohibitions.

You will not, nor will you permit another party, without the express consent of HausMart, to:

1. scrape, build databases or otherwise create permanent copies of such HausMart Content;
2. copy, translate, modify, create derivative work of, sell, lease, sublicense, distribute or publicly display any of such HausMart Merchant Tools; or
3. make statements or represent yourself or your Service as an agent of HausMart.

Additionally, you will clearly identify the purpose of your Service to the Customer, and you will not mislead or deceive Customers with respect to the functionality your Service or Products or to what Content your Service may offer, access and/or manipulate.

4. Trademark Use and Compliance.

1. Merchant grants to HausMart a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Merchant's name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by Merchant (collectively, “Merchant IP”); and (b) any third party's name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized, used or sold by Merchant (collectively, “Third-Party IP”), in each case in connection with the promotion, sale or distribution of the Products or Services in all media or formats now known or hereinafter developed (“License”). Merchant represents and warrants that Merchant owns the Merchant IP and either owns or has secured the right to use and/or sublicense any Third-Party IP as contemplated herein. Any use of the Merchant IP or Third Party IP as contemplated in this Agreement is within HausMart's sole discretion.
2. Merchant acknowledges and agrees that, as between the parties, HausMart owns all interest in and to the Merchant Tools, API’s, Customer Data, HausMart trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Merchant Tools, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by HausMart or at HausMart's direction, or assigned to HausMart, and any materials, software, technology or tools used or provided by HausMart to promote, sell) or distribute the Products (collectively “HausMart IP”). Merchant shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the HausMart IP or any portion thereof, or use such HausMart IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that HausMart grants Merchant a limited, non-exclusive, revocable, non-transferable, non-sublicensable license during the Term to use one copy of HausMart's mobile merchant software application on mobile computer, tablet computer, or other device, solely for the purposes permitted by that software, and to make one copy of the software for backup purposes. Merchant shall keep the HausMart IP confidential, and shall not prepare any derivative work based on the HausMart IP or translate, reverse engineer, decompile or disassemble the HausMart IP. Merchant shall not take any action to challenge or object to the validity of HausMart's rights in the HausMart IP or HausMart's ownership or registration thereof. Except as specifically provided in this Agreement, Merchant and any third party assisting Merchant with its obligations in this Agreement, are not authorized to use HausMart IP in any medium without prior written approval from an authorized representative of HausMart. Merchant shall not include any trade name, trademark, service mark, domain name, social media identifier, of HausMart or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. Merchant shall not use or display any HausMart IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Merchant or a third party and HausMart. All rights to the HausMart IP not expressly granted in this Agreement are reserved by HausMart.
3. If Merchant provides HausMart or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a HausMart product or service or otherwise in connection with this Agreement, any HausMart IP, or Merchant's participation in the Merchant’s Service, (collectively, “Feedback”), Merchant irrevocably assigns to HausMart all right, title, and interest in and to Feedback. In the event your assignment to HausMart is invalid for any reason, you hereby irrevocably grant HausMart and its affiliates a perpetual, paid-up, royalty-free, non exclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. Merchant warrants that: (A) Feedback is Merchant's original work, or Merchant obtained Feedback in a lawful manner; and (B) HausMart and its sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights. Merchant agrees to provide HausMart such assistance as HausMart might require to document, perfect, or maintain HausMart's rights in and to Feedback.

5. Termination

1. If your HausMart account is terminated or suspended for any reason or no reason, you agree: (i) to continue to be bound by this Agreement, (ii) to immediately stop using Merchant Tools, and (iii) that HausMart shall not be liable to you or any third party for termination or suspension of access to the Merchant Tools.
2. You may terminate this Agreement and other HausMart agreements by closing your HausMart account at any time, except as may be provided in your other HausMart agreements.
3. We may terminate this Agreement any reason or no reason at any time. We may also suspend access to Merchant Tools if you (i) have violated the terms of this Agreement, any other agreement you have with HausMart, or HausMart’s policies, or (ii) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
4. We will not be liable to you for compensation, reimbursement, or damages in connection with your use of Merchant Tools, or in connection with any termination or suspension of Merchant Tools.

7. Limitation of Liability.

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HAUSMART, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF MERCHANT TOOLS. UNDER NO CIRCUMSTANCES WILL HAUSMART BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF MERCHANT TOOLS OR YOUR HAUSMART ACCOUNT, OR THE INFORMATION CONTAINED THEREIN TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAUSMART, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF MERCHANT TOOLS OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF MERCHANT TOOLS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM MERCHANT TOOLS; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH MERCHANT TOOLS BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH MERCHANT TOOLS; AND/OR (VII) YOUR SERVICES. GIVEN THAT HAUSMART PROVIDES ACCESS TO MERCHANT TOOLS AT NO CHARGE, IN NO EVENT SHALL THE AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED US $1000.
2. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF HAUSMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

8. Indemnification.

To the extent allowed under applicable law, Merchant agrees to defend, indemnify and hold HausMart, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys' fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement, or the representations and warranties made in this Agreement; (b) any claim for state sales, use, or similar tax obligations of Merchant arising from the sale and redemption of a Product or Service; (c) any claim by any local, state, provincial, territorial or federal governmental entity for unredeemed Products or Services or unredeemed cash values of same or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest; (d) any claim arising out of a violation of any law or regulation by Merchant or governing Merchant's goods and/or services; (e) any claim arising out of Merchant's violation of law or regulation governing the use, sale, and distribution of alcohol or any other controlled or federally or locally regulated substance; (f) any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Merchant and/or pick up of the goods and services at the Location, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; (g) any claim by a purchaser for a refund of the amount paid; (h) any claim arising out of Merchant's misuse of Customer Data, or any violation of an applicable data privacy or security law; and (i) any claim arising out of Merchant’s negligence, fraud or willful misconduct. HausMart maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between HausMart and Merchant. Merchant's duty to defend and indemnify HausMart includes the duty to pay HausMart's reasonable attorneys' fees and costs, including any expert fees.

9. Modification of Terms.

We may amend this Agreement and the documentation and guidelines accompanying the applicable Merchant Tools, at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website or communicating it to you through your HausMart account (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of and access to the Merchant Tools after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute (as defined in Section 10) that arose before the changes will be governed by the terms of service in place when the Dispute arose.

10. Binding Individual Arbitration.

“Disputes” are defined as any claim, controversy, or dispute between you and HausMart, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to this Agreement or the Merchant Tools. You and HausMart agree to arbitrate all Disputes by a neutral arbitrator who has the power to award the same damages and relief that a court can.

ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST HAUSMART. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) according to this provision and the applicable arbitration rules for that forum. Any arbitration hearing will irrevocably be held in New York County, New York. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. For purposes of this arbitration provision, references to you and HausMart also include respective affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of HausMart services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the New York County, New York, or federal court for the state of New York.

11. Miscellaneous.

1. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between Merchant and HausMart. Neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way.
2. Merchant is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without HausMart's prior written consent. Any waiver must be in writing and signed by an authorized signatory of HausMart. HausMart is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Merchant.
3. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term
4. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. HAUSMART DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY MERCHANT SERVICE WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.

12. Governing Law.

This Agreement and any Dispute will be governed by New York law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within New York, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

13. Limitation on Time to Initiate a Dispute.

Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

14. Assignment.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

15. Survival.

The sections that would by their nature of this Agreement survive and remain in effect in accordance with their terms upon termination of this Agreement, including but not limited to: 4. (Trademark Use and Compliance), 5 (Termination), 6 (Disclaimer of Warranty), 7 (Limitation of Liability), 8 (Indemnification), 10 (Binding Individual Arbitration), 11 (Miscellaneous), 12 (Governing Law), 13 (Limitation on Time to Initiate a Dispute), and 14 (Assignment).

ADDITIONAL TERMS OF SERVICE FOR INDIVIDUAL POINT OF SALE RETAILERS ON HAUSMART

You agree to these Additional Individual Point of Sale Retailer Terms of Service (“Additional Terms”) when you are creating your store for HausMart and selling your Products to a HausMart Customer directly from your Location.

These terms are in addition to the Merchant Terms of Service https://hausmart.com/terms/2/Merchant-Terms-of-Service and the Prohibited and Restricted Items https://hausmart.com/terms/5/Prohibited-&-Restricted-items and except as specifically described herein, all of the foregoing are incorporated herein and apply to these Additional Terms.

All capitalized terms not defined here have the meaning given to them in the HausMart Terms of Service. Nothing in these Additional Terms shall be construed to amend or contradict the HausMart Terms of Service unless explicitly stated herein.  If there is a conflict between the HausMart Terms of Service and these Additional Terms, these Additional Terms control.

1. Code of Conduct. We strive to ensure a fair and trustworthy buyer and seller experience. At HausMart, we expect you to adhere to the code of conduct principles outlined below in these Additional Terms. Violation of these principles may result in the loss of your selling privileges and removal from the HausMart platform. You agree to:
   1. Adhere to all applicable laws and abide by all HausMart policies.
   2. Maintain current account information.
   3. Never misrepresent yourself.
   4. Always act in a manner that ensures a trustworthy experience for HausMart Customers.
   5. Never list or sell a Product that may cause harm to HausMart Customers.
   6. Never engage in any misleading, inappropriate or offensive behavior. This applies to all your activities, including but not limited to:
      • Information provided on your account
      • Information provided in listings, content or images
      • Communication between you and HausMart or you and our Customers
   7. Act fairly at all times. Unfair behavior includes but is not limited to the following:
      • Behavior that could be deemed as manipulation or "gaming" of any part of the buying or selling experience
      • Actions that could be perceived as manipulating customer reviews, including by directly or indirectly contributing false, misleading or inauthentic content.
   8. You agree at all times to refrain from selling or offering to sell any Prohibited or Restricted Items. You agree that we have the immediate and unfettered right to disseminate or completely cancel your Account should you sell or attempt to sell any Restricted or Prohibited Items.


2. Payment Processing. HausMart uses PayPal as the payment processor for Merchant transactions. Merchants must accept PayPal’s User Agreement in order to receive payments. To create a HausMart store, Merchants must provide an email address of an existing PayPal account or a new PayPal account to be created. It is not necessary to complete the PayPal onboarding process in order to complete the HausMart store setup and start accepting payments. However, after accepting the first payment, Merchant has 30 days to complete the PayPal onboarding process in order to have payments disbursed into their PayPal account. If the onboarding process is not completed within 30 days, the funds will be reimbursed to the Customer and cannot be claimed by Merchant.


3. Fees. Merchants selling products as point-of-sale Products will be charged fees according to the following schedule. Such fees will be deducted from the proceeds of the sale of your Products.
   1. Transaction Fees:
      • Four percent (4%) transaction fee on the entire sale of your Products (excluding any applicable taxes or shipping costs).
   2. Payment Processing Fees:
      • Two point nine percent (2.9%) on the entire sales of your Products plus a $0.30 USD Fixed Fee.


4. Merchant Responsibilities.
   1. You are responsible for acquiring all equipment, including supplies, shipping, vehicles, venues and other materials (“Equipment”) necessary to sell or transport your Products at either end of the buying and selling process with HausMart. You are solely responsible for ensuring that the Equipment used is in good working order and conforms to all laws pertaining to safety, equipment, inspection, and operational capability. Except as otherwise required by law, you assume all risk of damage or loss to your Equipment and Products.
   2. You and Customer shall be responsible for all shipping arrangements and cost of shipping your Products. HausMart does not ship Products directly.
   3. You are responsible for (i) understanding and complying with all laws, rules and regulations that may apply to your Products, and (ii) obtaining any required licenses, permits, or registrations or insurance prior to selling your Products.
   4. HausMart merely provides you, the Merchant, the Platform to sell your Products. HausMart is not a retailer, nor does HausMart own, sell, resell, furnish, provide, manage and/or control any Products. HausMart’s responsibilities are limited to providing the Platform for selling the Products and exchange of payments between you and us, and you and the Customer through the HausMart Platform.


5. Severability. If any provision or part of a provision in these Additional Terms is held to be invalid, void, or unenforceable, such provision (or the part of it that is making it invalid, void or unenforceable) will be struck and shall not affect the validity of and enforceability of the remaining provisions.


6. Modifications. We reserve the right to update, modify or the Additional Terms at any time. If we modify these Additional Terms, we will post the modification on the Site or Application, or Merchant Tools. By continuing to access or use the Service after the modified Additional Terms become effective, you are indicating that you agree to be bound by the updated terms. If the Additional Terms are not acceptable to you, you must no longer use the Service.

Prohibited & Restricted items

Alcohol & Tobacco

Alcohol and tobacco may be limited or restricted in some markets.

Animals and regulated species

Animal parts, blood, or fluids; noxious weeds; prohibited seeds; plants or other organisms (including product derivatives) in danger of extinction or whose trade is otherwise regulated by law.

Child pornography

Pornographic materials involving minors, or content that can be perceived as pedophilia erotica.

Copyright media and software

Unauthorized copies of books, music, movies, and other licensed or protected materials including copies without proper attribution; and unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software software, or other products enabling unsolicited email messages.

Counterfeit and unauthorized goods

Replicas or imitations of designer or other goods; items without a celebrity endorsement that would normally require such an association; fake autographs; currency; stamps, tickets; other potentially unauthorized goods. Devices or techniques for unlocking technical protection measures. Modchips or other devices for circumventing technical protection measures on digital devices, including for unlocking iPhones. Drugs and drug paraphernalia Controlled substances, narcotics, illegal drugs, and drug accessories, including psychoactive and herbal drugs such as salvia and magic mushrooms and materials promoting their use; or legal substances, such as plants or herbs, in a manner that suggests ingesting, inhaling, extracting or otherwise using any substance or compound from the legal substance will provide the same effect as an illegal drug, compound or substance or that will provide unsubstantiated health benefits.

Gaming/gambling

Lottery tickets, sports bets, memberships/enrollment in online gambling sites, and related content. Promotion of offline brick and mortar casinos is allowed.

Firearms

Firearms, ammunition, firearm parts or accessories, including but not limited to bumpstocks and silencers; all knives or other weapons regulated under state and local laws.

Hacking and cracking materials

Manuals, how-to guides, information, or equipment that violate the law by damaging or enabling unlawful access to software, servers, websites, or other protected property.

Human parts

Organs or other body parts; body fluids; stem cells; embryos.

Illegal/Stolen goods

Materials, products, or information promoting illegal goods or enabling illegal acts; goods you do not own or have the right to sell; goods produced in violation of a third-party’s rights; smuggled goods and goods in violation of export, import or labeling restrictions; motor vehicles subject to transfer restriction; goods recorded on public registers (such as real estate) and whose transfer requires formalities that cannot be legally completed online. You (MERCHANT) are solely and completely responsible for verifying that all items you sell are authentic and legal.

Illegal telecommunications equipment

Devices intended to obtain cable and satellite signals for free, cable descramblers and black boxes, access cards, access card programmers and unloopers, unlawful tools or products to modify cellular telephones, and other equipment deemed unlawful by the Federal Communications Commission (FCC) or other competent regulatory body in the country in which the goods are offered for sale.

Misc. Items

Prepaid cards, gift-cards, passes, monetary collectibles (stamps, coins, trading cards etc.)