Last Updated June 2019
This seller agreement (the "Seller Agreement") contains the terms and conditions that governs your access to, and use of, the Marketplace Services and is between you or the business you represent (collectively “you”) and Fanatico Inc. (“Fanatico”, “we”, or “us”). Welcome to the Fanatico Marketplace (“Marketplace”) available on the Fanatico website at www.fanati.co (“Site”) or through the Fanatico App (“App”). The Marketplace provides users the ability to list and provide fan experiences, memorabilia, and other items (collectively, “Marketplace Services”). By registering for, or using the Marketplace Services, you agree to be bound by the terms of this Seller Agreement, the terms of use (“Terms”) located [https://fanati.co/en/tos/], and the privacy policy [https://fanati.co/en/privacy-policy/] (“Privacy Policy”). If there is a conflict among terms in this Seller Agreement and the Terms or the Privacy Policy, the terms of this Seller Agreement will control with respect to the subject matter herein.
THIS SELLER AGREEMENT ALSO CONTAINS AN AGREEMENT TO ARBITRATE IN SECTION 20 BELOW WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. THIS SELLER AGREEMENT ALSO CONTAINS A WAIVER OF CLASS ACTION IN SECTION 21 AND A WAIVER OF JURY TRIAL IN SECTION 22.
1.Enrollment. To post or list items or services for sale (collectively, “Listing(s)”) or to accept Job Proposals on the Marketplace, you must register for a seller’s account. As part of the registration process, you must provide us with your, or your business', current and accurate legal name, address, phone number, email address, and credit/debit card or bank account information. You must also promptly update all information you provide to us in the registration process to ensure that your information remains at all times accurate, complete, and valid. We reserve the right to seek additional information to verify the information you provide during the registration process and to refuse you access or use of the Marketplace Services if we, in our sole discretion, are unable to verify your identity. Use of the Marketplace Services is limited to parties that can lawfully enter into and form contracts under applicable law. At any time, we may restrict your access to the Marketplace Services or cease providing the Marketplace Services at our sole discretion and without notice.
2.Marketplace Limits and Timelines.
2.1.Pending Shipments and Uploads Limitation. Fanatico tracks each instance where a seller has not shipped a physical item or has not uploaded a digital item within 72 hours after the buyer has completed payment for the item. To ensure that buyers receive their items and to protect the integrity of the Marketplace, Fanatico initially limits sellers to three (3) pending shipments and three (3) pending uploads. Sellers may have their pending shipment and pending uploads limit increased to five (5) pending shipments and five (5) pending uploads if a seller has more than fifty (50) positive completed sales. Sellers may have their pending shipment and pending uploads limit increased to ten (10) pending shipments and ten (10) pending uploads if a seller has more than one-hundred (100) positive completed sales. Fanatico reserves the right to modify the number of pending shipments or pending uploads at its sole discretion.
2.2.Physical Item Transaction Timeline. Fanatico requires sellers to ship physical items within seven (7) days of when Fanatico receives notification that the buyer has made full payment. If the physical item is not shipped within seven days, Fanatico will treat this failure to ship the physical item as a “strike” and cancel the sale of that item and issue a refund to the buyer. Fanatico may block or suspend accounts that have received three strikes. Fanatico may, at its sole discretion, review and reverse strikes.
2.3.Digital Item Transaction Timeline. Fanatico requires sellers to upload a digital item within 72 hours of when Fanatico receives notification that the buyer has made full payment. If a digital item is not uploaded within 72 hours of completed payment, Fanatico will treat this failure to upload the digital item as a “strike” and cancel the sale of that digital item and issue refund to the buyer. Fanatico may block or suspend accounts that have received three strikes. Fanatico may, at its sole discretion, review and reverse strikes.
3.Listing Returns, Refunds and Cancellations.
3.1.Returns. Fanatico does not require you to accept returns. If you offer a return policy, you must honor your stated return policy. Buyers purchasing from you are entering into a contract with you based on the details you provided in your Listing. As a result, you cannot change return criteria once an item or service has been purchased.
3.2.Cancellations. During your use of the Marketplace Services, you may need to cancel a transaction. If this is the case, then you are required to first contact the buyer to notify them of the cancellation. Please remember that cancellations may negatively affect you seller rating. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers.
3.3.Outside Sales or Purchases. If you offer or reference your contact information or ask a user for their contact information to buy or sell outside of Marketplace, we may charge you a fee based on the total amount of the sale even if you do not complete the sale on or through the Marketplace.
4.User Proposals and Sponsorship. In addition to Listings, you may interact with other users on the Marketplace through user proposals and sponsorships.
4.1.Job Proposals. Users may propose (“Proponent”) that you act as a contractor to complete a task for them (“Job Proposal”). As a contractor, you may charge a fee for a Proponent to submit their first Job Proposal (“Proposal Fee”). After a Proponent’s first Job Proposal is successfully completed, that Proponent will not be charged an additional Proposal Fee for any subsequent Job Proposals. Proposal Fees are automatically credited to you when you accept or decline a Job Proposal. However, if you do not take action on a Job Proposal within 48 hours after the Job Proposal, the Proposal Fee is automatically returned to the Proponent. Job Proposals may be scheduled more than 48 hours before the time the Job Proposal is scheduled to begin.
4.2.Sponsorship. Sponsorships are a type of Job Proposal where a Proponent requests that you, acting as a contractor, place a banner on your profile. Sponsorships allow for contractors and a Proponent to upload a custom contract. As a result, contractors may enter into their own sponsorship contract with individual Proponents. Fanatico is not a party to these contracts. Please read any custom sponsorship contract carefully before you enter into any agreements.
4.3.Buyer Cancellations and Non-Responses. The amount a Proponent may receive from a Proponent imposed cancellation is dependent upon the amount of time between the time the Job Proposal is accepted by the contractor and the time the Proponent cancels the Job Proposal. If a Proponent cancels a Job Proposal before the contractor accepts a Job Proposal or sponsorship, then Fanatico will return the full final cost of the cancelled Job Proposal to the Proponent. In cases where a Job Proposals is cancelled within 48 hours of acceptance by the contractor, the contractor will receive 70% of the final cost of the cancelled Job Proposal. Contractors will receive the full value of a cancelled Job Proposal and the Proponent will not receive any refund for Job Proposals cancelled 48 hours after the Job Proposal is accepted. This section is not applicable to any Job Proposal where the parties have entered into a custom contract.
5.Custom Contracts. The Marketplace Services allows users to enter into contracts for listing with custom terms (“Custom Contract”). Any Custom Contract is an independent contract between the users and Fanatico is not a party to any Custom Contract. All Custom Contracts must comply with the Terms and this Seller Agreement.
6.Fees, Payments, Taxes and Shipping and Handling.
6.1.Pricing. The fees for using the Marketplace Services are listed on our fees page: [https://faq.fanati.co/pt-BR/article/4-fees].
6.2.Payments. Fanatico will pay sellers the physical item’s final price within 48 hours of receiving confirmation that the buyer has received the physical item and does not desire to dispute the transaction. For physical items where Fanatico has not received notification from the buyer, Fanatico will pay the seller the final price after the expiration of a 30 day wait period which begins when tracking for the item’s shipment has been provided to the buyer. For digital items, Fanatico will pay the final price to sellers 48 hours after digital items are uploaded.
6.3.Taxes. Fanatico’s third party payment processor automatically manages taxes for Listings and Job Proposals on or through the Marketplace.
6.4.Shipping, Handling, and Other Fees. You are required to determine the shipping, handling, and other fees or costs associated with Listings. Fanatico is not responsible for any outside fees for your or any third party’s use of the Marketplace Services.
7.Listing Requirements.
Prohibited Listings. Some items and services are prohibited on the Marketplace. By using the Marketplace Services, you agree to not create a Listing for any item or service on Fanatico’s Prohibited Listing Policy: [https://fanati.co/en/tos-violations].
7.1.Before creating a Listing for your item or service, make sure we allow it on the Marketplace, and find out if we have specific rules and conditions on how you should list it. Please regularly check the list of prohibited and restricted items above. You also need to make sure that the sale of your item or service complies with all laws and any additional restrictions in this Seller Agreement. Make sure your Listings and products follow these guidelines. If they don't, they may be removed, and you may be subject to a range of other actions, including restrictions of your buying and selling privileges and suspension of your account.
7.2.Accuracy. Listings must include accurate, complete, and up to date information for each Listing. Listings may not include any defamatory, obscene, vulgar or illegal materials. This includes accurately describing items and services and, if applicable, providing accurate photos. We reserve the right to modify Listings to supplement, remove, or correct information.
7.3.Compliance with Law. You are solely responsible for ensuring that your Listings and any of your activity conducted on or through the Marketplace complies with all applicable laws and does not contain any sexually explicit, obscene, or defamatory content.
7.4.Monitoring and Restricting Transactions. Fanatico has no obligation to monitor Listings. However, we reserve the right to review Listings and to remove or edit any Listing, in whole or in part, in our sole discretion. We may impose transaction limits, at Fanatico’s sole discretion, on some or all buyers or sellers relating to the value of any transaction, the cumulative value of all transactions during a period of time, or the number of transactions per day or other period of time. We are not liable to you if we prohibit a transaction that would exceed any limit established by us for a security reason.
8.Prohibited Uses. When using the Marketplace, you will not:
•use the Marketplace Services any way that violates any applicable federal, state, local, or international law or regulation;
•infringe any third party rights (including Third Party Intellectual Property Rights) or the terms and conditions of this Seller Agreement or the Terms;
•use the Marketplace Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
•use the Marketplace Services if you are not able to form legally binding contracts;
•use the Marketplace Services if you are temporarily or permanently suspended from using the Marketplace Services;
•provide false, inaccurate, misleading, deceptive, defamatory, or libelous Seller Material;
•impersonate or attempt to impersonate Fanatico, a Fanatico employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
•manipulate the price of any Listing or interfere with other user’s Listings;
•take any action that will undermine the feedback, rating, or flagging system;
•transfer your account (including feedback or ratings) to any other party without our consent;
•transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
•introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
•use any device, software, or routine that interferes with the proper working of the Marketplace Services;
•use any robot, spider, or other automatic device, process, or means to access the Marketplace Services for any purpose, including monitoring or copying any of the material on the Marketplace Services;
•use the Marketplace Services in any manner that could disable, overburden, damage, or impair the Fanatico Services or interfere with any other party's use of the Marketplace Services, including their ability to engage in real time activities through the Marketplace Services;
•harvest or otherwise collect or use information about users without their consent;
•attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Marketplace Services, the server on which the Marketplace Services are stored, or any server, computer, or database connected to the Marketplace Services;
•circumvent any technical measures we use to provide the Marketplace Services;
•Otherwise attempt to interfere with the proper working of the Marketplace Services.
9.License Grant. You grant Fanatico a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple levels) right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of your content, materials, trademarks, copyrights and other items or information provided or made available by you on or through the Marketplace Services (collectively “Seller Material”) and to sublicense the foregoing rights to our affiliates and service providers. Nothing in this Seller Agreement will prevent or impair our right to use Seller Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable Law.
10.Your Representations and Warranties.
10.1.Seller Material. You represent and warrant that you own or control all rights in and to your Seller Material and have the right to grant the license granted above in Section 8 “License Grant” to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. You represent and warrant that such Seller Material is accurate. You represent and warrant that use of any such Seller Material (including derivative works) by us, our users, or others in contract with us, and in compliance with this Seller Agreement, does not and will not infringe any Third Party Intellectual Property Rights. You understand and acknowledge that you have full responsibility for your Seller Material and Listing, including its legality, reliability, accuracy, and appropriateness.
10.2.Additional Representations and Warranties. You also represent and warrant to Fanatico that:
•you and all of your subcontractors, agents, and suppliers will and do comply with all applicable laws in your performance of your obligations and exercise of your rights under this Seller Agreement.
•you have all requisite right, power, and authority to enter into this Seller Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Seller Agreement;
•you own or otherwise control all necessary rights to grant Fanatico the license in Section 8 “License Grant” and any Seller Material you upload or post to the Marketplace does not and will not infringe any Third Party Intellectual Property Rights.
•any information provided or made available by you to Fanatico is at all times accurate and complete;
11.Intellectual Property and Privacy Rights. Listings may not include any content which violates another party’s copyright, trademark, patent, publicity, moral, or other intellectual property rights (collectively, “Third Party Intellectual Property Rights”). If you believe any content on the Marketplace violates your intellectual property rights, please contact us at support@fanati.co.
12.Copyright Infringement. If you believe that any Listing violates your copyright, please see our Copyright Policy https://fanati.co/en/dcma/ for instructions on sending us a notice of copyright infringement. It is Fanatico’s policy to terminate the user accounts of repeat infringers.
13.Feedback, Rating and Flagging System
13.1.Feedback and Rating System. We may use mechanisms that rate, or allow users to rate, your items, services and performance in relation to your accepted Job Proposals and Listings. Fanatico may make these ratings and feedback publicly available.
13.2.Flagging. Fanatico provides users the opportunity to flag Listings that they believe may violate our policies. We reserve the right to remove any Listing that we believe, in our sole discretion, violates this Seller Agreement or the Terms.
14.User Privacy. You are responsible for protecting user information you receive and you must comply with all relevant legal requirements. You agree to use any information about users available through the Marketplace Services only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user’s information for marketing purposes unless you obtain the consent of the user to do so.
15.Indemnification.
You agree to indemnify, defend, and hold harmless Fanatico, our affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Seller Agreement; (b) any Listings (including their offer, sale, performance, and fulfillment), Job Proposal, Seller Material, any actual or alleged infringement of any Third Party Intellectual Property Rights by any of the foregoing and any personal injury, death, or property damage related thereto; (c) violation or alleged violation of any laws (including California Business and Professions Code 17538); and (d) all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with your use of the Marketplace Services. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without Fanatico’s prior written consent, which may not be unreasonably withheld.
16.Disclaimer of Warranties.
THE MARKETPLACE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE MARKETPLACE OR MARKETPLACE SERVICES, ARE PROVIDED "AS-IS." USE OF THE MARKETPLACE AND THE MARKETPLACE SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS SELLER AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS SELLER AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MARKETPLACE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE MARKETPLACE SERVICES OR ANY CONTENT AVAILABLE THROUGH THE MARKETPLACE SERVICES WILL BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
17.Release.
FANATICO IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS. IF A DISPUTE ARISES BETWEEN ONE OR MORE PERSON, YOU RELEASE FANATICO (AND OUR AFFILIATES AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
You have been made aware of, and understand, the provisions of California Civil Code Section 1542 (”Section 1542”), which provides: ”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.” You expressly, knowingly, and intentionally waive any and all rights, benefits, and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release.
18.Limitation of Liability.
FANATICO WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS SELLER AGREEMENT, THE MARKETPLACE SERVICES, OR ANY CONTENT AVAILABLE THROUGH THE MARKETPLACE OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS SELLER AGREEMENT, THE MARKETPLACE SERVICES, OR ANY CONTENT AVAILABLE THROUGH THE MARKETPLACE EVEN IF FANATICO HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, FANATICO’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS SELLER AGREEMENT, THE MARKETPLACE SERVICES, OR ANY CONTENT AVAILABLE THROUGH THE MARKETPLACE OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO FANATICO IN CONNECTION WITH THE MARKETPLACE SERVICES.
19.Term and Termination.
19.1.Term. The term of this Seller Agreement will start on the date of your completed registration for the Marketplace Services , and will continue until terminated by us or you as provided in this Seller Agreement (the “Term”).
19.2.Termination. We may terminate or suspend this Seller Agreement or your access to the Marketplace Services for any reason at any time by notice to you. You may terminate this Seller Agreement for any reason at any time by cancelling your account through a Marketplace account cancellation process. Upon termination, all rights and obligations of the parties under this Seller Agreement will terminate, except that Sections 7, 8, 9, 10, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24 will survive termination.
20.Governing Law and Dispute Resolution.
20.1.Governing Law. This Seller Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Seller Agreement or the Marketplace Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of California. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
20.2.Disputes. Except as otherwise set forth in this Seller Agreement, you agree that any dispute between you and Fanatico arising out of or relating to this Seller Agreement, the Marketplace Services, or any content, products or services (collectively, “Disputes”) shall be governed by the provisions set forth in this Section.
20.3.Informal Resolution. Before resorting to formal dispute resolution in accordance with this Section, you agree to first contact us directly at support@fanati.co to seek an informal resolution to any Dispute. In the event a Dispute is not resolved within thirty (30) days after submission, you or Fanatico may institute arbitration in accordance with the procedures set forth in this Section.
20.4.Arbitration. Any and all Disputes that cannot be resolved through informal resolution in accordance with Section 19.3 above shall be resolved exclusively through final, binding and confidential arbitration and shall take place in Santa Clara County, California unless otherwise mutually agreed to by the parties. The arbitration shall be conducted under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (AAA) as such rules are then prevailing, provided that the arbitrator and the parties shall comply with the following: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.
20.5.Opting-Out of Arbitration. YOU MAY OPT-OUT OF THE AGREEMENT TO ARBITRATE BY PROVIDING FANATICO WITH WRITTEN NOTICE ADDRESSED TO FANATICO INC. 1294 LAWRENCE STATION RD SUNNYVALE CA 94089-2220 WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THIS SELLER AGREEMENT. YOUR NOTICE MUST INCLUDE: (I) YOUR FULL NAME (FIRST AND LAST); (II) THE EMAIL ADDRESS YOU USED TO REGISTER YOUR ACCOUNT; AND (III) A CLEAR STATEMENT THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.
20.6.Exception to Arbitration. Notwithstanding anything in this Seller Agreement to the contrary, to the extent you have in any manner violated or threatened to violate any of Fanatico’s intellectual property rights, Fanatico may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and you hereby consent to the personal jurisdiction and exclusive venue in such courts.
21.No Class Actions. You may only resolve Disputes with Fanatico on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN'T ALLOWED UNDER THIS SELLER AGREEMENT.
22.Venue and Waiver of Jury Trial. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Fanatico agree that any judicial proceeding will be brought in the federal or state courts of Santa Clara County, California. Both you and Fanatico consent to venue and personal jurisdiction there. YOU AND FANATICO BOTH AGREE TO WAIVE ANY RIGHT EITHER PARTY MAY HAVE TO A JURY TRIAL.
23.Miscellaneous.
23.1.Force Majeure. Fanatico will not be liable or responsible to you, nor be deemed to have defaulted or breached this Seller Agreement, for any failure or delay in our performance under this Seller Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
23.2.Relationship of Parties. You and Fanatico are independent contractors. No partnership, joint venture, agency, franchise, sales representative, or employment relationship is intended or created by this Seller Agreement. Therefore, have no authority to make or accept any offers or representations on behalf of Fanatico. This Seller Agreement will not create an exclusive relationship between you and Fanatico. Nothing expressed or mentioned in or implied from this Seller Agreement is intended or will be construed to give to any person other than the parties to this Seller Agreement any legal or equitable right, remedy, or claim under or in respect to this Seller Agreement.
23.3.Modification. We may amend any of the terms and conditions contained in this Seller Agreement at any time and at our sole discretion. Any changes will be effective upon email to the address in your user account or by posting to the Site or App, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. YOUR CONTINUED USE OF THE MARKETPLACE OR MARKETPLACE SERVICES AFTER POSTING ANY CHANGES OR MODIFICATIONS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
23.4.Export. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.
23.5.Entire Agreement. The Seller Agreement, Terms, and the Privacy Policy constitute the sole and entire agreement between you and Fanatico regarding the Fanatico Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Fanatico Services.
23.6.Severability. If any provision of this Seller Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Seller Agreement will remain in full force and effect.
23.7.Assignment. You may not assign or transfer this Seller Agreement, by operation of law or otherwise, without Fanatico’s prior written consent. Any attempt by you to assign or transfer this Seller Agreement, without such consent, is null and void. Fanatico may freely assign or transfer this Seller Agreement without restriction, and the transferor or assignor shall not remain jointly and severally liable. Subject to the foregoing, this Seller Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
23.8.Waiver. No failure to exercise, and no delay in exercising, on the part of you or Fanatico, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
23.9.Notice. Any notices or other communications provided by Fanatico under these Terms, including those regarding modifications to these Terms, will be given: (a) via email; or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted to any email address you have provided. If providing notice to Fanatico, such notice shall be delivered personally or sent by pre-paid, first class certified or registered mail, return receipt requested or by overnight courier, to Fanatico Inc. 1294 Lawrence Station Rd Sunnyvale CA 94089 United States
24.Contact Information. If you have any questions about this Seller Agreement or the Marketplace Services, please contact Fanatico at support@fanati.co.