TERMS OF SERVICE
Please read these terms of service ("agreement" or "terms of service") carefully before using the application and merchant portal and services offered by OKMatrix Co,.Ltd ("Vapeam"). This agreement sets forth the legally binding terms and conditions for your use of the webmobile application at http://www.vapeam.com (the "mobile application") and all services provided by Vapeam on the mobile application.
By using the application and merchant portal in any manner, including but not limited to visiting or browsing the Mobile application, you (the "merchant" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all merchants of the Mobile application.
1. Vapeam is a Marketplace
Vapeam acts as a marketplace to allow merchants who comply with Vapeam 's policies to offer and sell certain goods within an optimized-price format. Vapeam is not directly involved in the transaction between buyers and sellers. As a result, Vapeam has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. Vapeam cannot ensure that a buyer or seller will actually complete a transaction.
Consequently, Vapeam does not transfer legal ownership of items from the seller to the buyer.
Vapeam cannot guarantee the true identity, age, and nationality of a merchant or buyer. Vapeam encourages you to communicate directly with potential transaction partners through the tools available on the Mobile application.
You agree that Vapeam is a marketplace and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other merchants, or outside parties on Vapeam . You use the Vapeam service at your own risk.
2. Membership Eligibility
Age: Vapeam 's merchant services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Vapeam may, in its sole discretion, refuse to offer access to or use of the Mobile application to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Mobile application is revoked in such jurisdictions.
Individuals under the age of 18 must at all times use Vapeam 's services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this all cases, the adult is the merchant and is responsible for any and all activities.
Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by Vapeam 's policies as stated in the Agreement and the Vapeam policy documents listed below (if applicable to your activities on or use of the Mobile application) as well as all other operating rules, policies and procedures that may be published from time to time on the Mobile application by Vapeam , each of which is incorporated herein by reference and each of which may be updated by Vapeam from time to time without notice to you:
- Merchant Policy
- Return Policy
- Payment Policy
In addition, some services offered through the Mobile application may be subject to additional terms and conditions promulgated by Vapeam from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Vapeam of any unauthorized use of your password or any breach of security. You also agree that Vapeam cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Vapeam without Vapeam 's express written permission.
Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on Vapeam you must provide and maintain valid payment information such as a valid PayPal account.
Account Transfer: You may not transfer or sell your Vapeam merchant account and username to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
Right to Refuse Service: Vapeam 's services are not available to temporarily or indefinitely suspended Vapeam members. Vapeam reserves the right, in Vapeam 's sole discretion, to cancel unconfirmed or inactive accounts. Vapeam reserves the right to refuse service to anyone, for any reason, at any time.
3. Fees and Billing
Joining and setting up a store on Vapeam is free. Vapeam does not charge fees for listing an item for sale. Depending on your agreement with Vapeam, Vapeam will either charge a quarterly subscription fee or a percentage or a set amount of the sale price when the item sells. Vapeam may, at Vapeam 's sole discretion, change some or all of Vapeam 's services at any time. In the event Vapeam introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).
In certain situations, including but not limited to a void or invalid transaction, Vapeam may issue a credit for the applicable fees to a seller's billing statement.
You are responsible for paying all fees and applicable taxes associated with using and selling on Vapeam .
Price: Merchants are required to list prices and shipping costs for the products they sell through the Vapeam Marketplace. Vapeam will pay merchants based on the prices and shipping costs that they list for their products, either paying out a percentage of the price and shipping cost or a set amount based on the price and shipping cost. Vapeam reserves the right to adjust the prices or shipping costs displayed to users to optimize sales for our merchants. This does not affect the amount or percentage Vapeam has agreed to pay to merchant for their orders.
A merchant's shipped transactions may be eligible for payment within 30 days of their shipment dates. Transactions that cannot be confirmed as shipped may be ineligible for payment. Vapeam will pay merchants for their eligible transactions once a month. This payment will be a net amount: the merchant's prices (product and shipping) less our charge, per the revenue share or cost agreement with Vapeam .
4. Listing and Selling
Listing Description: By listing an item on the Mobile application you warrant that you and all aspects of the item comply with Vapeam 's published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your Vapeam shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical.
Shop Policies: All sellers are urged to outline shop policies for their Vapeam shop. These policies may include, for example, shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Vapeam 's mobile application-wide policies. Sellers are responsible for enforcing their own reasonable shop policies. Vapeam reserves the right to request that a seller modify a shop policy.
Binding Sale: All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the seller has a family emergency or (b) the seller is out of town.
Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding Vapeam transaction fees, misrepresent the item's location, or use another merchant's account without permission.
5. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding to Vapeam and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on Vapeam .
Restricted Activities: Your Content and your use of Vapeam shall not:
- Be false, inaccurate or misleading
- Be fraudulent or involve the sale of illegal, counterfeit or stolen items
- Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy (see also, Vapeam 's Copyright and Intellectual Property Policy)
- Violate this Agreement, Vapeam ’s Merchant Policy, any mobile application policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
- Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall
- Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Vapeam staff or other merchants), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
- Be obscene or contain pornography, nudity, or adult material
- Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
- Host images not part of a listing
- Modify, adapt or hack Vapeam or modify another webmobile application so as to falsely imply that it is associated with Vapeam
- Appear to create liability for Vapeam or cause Vapeam to lose (in whole or in part) the services of Vapeam 's ISPs or other suppliers
- Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, Vapeam ’s Merchant Policy, or other policy documents as posted on Vapeam .
- Solicit business for, direct sales to, or promote any webmobile application, service, or entity outside of Vapeam
If Vapeam determine (in its sole discretion) that you are selling counterfeit goods, you agree that, without limiting any of Vapeam ’s rights under this Agreement or at law, Vapeam may (in its sole discretion) suspend or terminate your selling privileges or cause payments to you to be withheld or forfeit.
Re-Posting Content: By posting Content on Vapeam , it is possible for an outside webmobile application or a third party to re-post that Content. You agree to hold Vapeam harmless for any dispute concerning this use.
7. Resolution of Disputes and Release
In the event a dispute arises between you and Vapeam , please contact Vapeam .
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration, using the English language. Use of the Mobile application is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.
Should you have a dispute with one or more users, or an outside party, you release Vapeam (and Vapeam 's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all 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. Vapeam encourages merchants to report merchant-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
Vapeam , for the benefit of merchants, may try to help merchants resolve disputes. Vapeam does so in Vapeam 's sole discretion, and Vapeam has no obligation to resolve disputes between merchants and users or between merchants and outside parties. To the extent that Vapeam attempts to resolve a dispute, Vapeam will do so in good faith based solely on Vapeam 's policies. Vapeam will not make judgments regarding legal issues or claims.
8. Vapeam 's Intellectual Property
Vapeam, and other Vapeam graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress OKMatrix Co,.Ltd in the U.S. and/or other countries. Vapeam 's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.
9. Access and Interference
- Take any action that imposes, or may impose, in Vapeam 's sole discretion, an unreasonable or disproportionately large load on Vapeam 's infrastructure
- Copy, reproduce, modify, create derivative works from, distribute or publicly display any merchant Content (except for your Content) from the Mobile application or without the prior express written permission of Vapeam and the appropriate third party, as applicable
- Interfere or attempt to interfere with the proper working of the Mobile application or any activities conducted on the Mobile application
Without limiting any other remedies, Vapeam may, without notice, and without refunding any fees, delay or immediately remove Content, warn Vapeam 's community of a merchant's actions, issue a warning to a merchant, temporarily suspend a merchant, temporarily or indefinitely suspend a merchant's account privileges, terminate a merchant's account, prohibit access to the Mobile application, and take technical and legal steps to keep a merchant off the Mobile application and refuse to provide services to a merchant if any of the following apply:
12. No Warranty
Vapeam , Vapeam 's subsidiaries, officers, directors, employees, and Vapeam 's suppliers provide Vapeam 's web mobile application and services "as is" and without any warranty or condition, express, implied or statutory. Vapeam , Vapeam 's subsidiaries, officers, directors, employees and Vapeam 's suppliers specifically disclaim any implied warranties of title, merchantability, performance, fitness for a particular purpose and non-infringement. In addition, no advice or information (oral or written) obtained by you from Vapeam shall create any warranty. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
13. Liability Limit
In no event shall Vapeam , and (as applicable) Vapeam 's subsidiaries, officers, directors, employees or Vapeam 's suppliers be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the mobile application, Vapeam 's services, or this agreement, including without limitation, lost profits, bodily injury, emotional distress, or any special, incidental or consequential damages.
Vapeam 's liability, and (as applicable) the liability of Vapeam 's subsidiaries, officers, directors, employees, and suppliers, to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees you pay to Vapeam in the 12 months prior to the action giving rise to liability, and (b) $100. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify and hold Vapeam and (as applicable) Vapeam 's parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
15. No Guarantee
Vapeam does not guarantee continuous, uninterrupted access to the Mobile application, and operation of the Mobile application may be interfered with by numerous factors outside Vapeam 's control.
16. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Mobile application and any Vapeam service and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any sales of items you make on the Mobile application (excluding any taxes on Vapeam 's net income).
17. Sales, Custom and Value-added taxes
In an effort to remain compliant with respective consumer legislations, we strongly encourage our merchants to maintain good standing with respect to custom and value-added taxes or VAT, where applicable.
Due to separate and applicable tax jurisdictions, purchases may be subject to specific sales, custom or value-added taxes, and the shipping time and associated cost may increase.
Merchants that sell regularly on the Vapeam platform may be required to reserve for VAT. Although Vapeam does not require sellers to have a VAT number to sell in our marketplace, merchants may be required to pay for VAT for conducting such business in the applicable tax jurisdictions. As a result, we strongly encourage our merchants to consult with their own tax experts and register for a VAT identification number and reserve such VAT dues accordingly.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
19. No Agency
You and Vapeam are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
20. Vapeam Service
Vapeam reserves the right to modify or terminate the Vapeam service for any reason, without notice, at any time. Vapeam reserves the right to alter these Terms of Service or other Mobile application policies at any time, so please review the policies frequently. If Vapeam makes a material change Vapeam will notify you here, by email, by means of a notice on our home page, or other places Vapeam deems appropriate. What constitutes a "material change" will be determined at Vapeam 's sole discretion, in good faith, and using common sense and reasonable judgment.
21. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the United States of America.
Sections 3 (Fees and Services, Fees and Termination), 6 (Content, License), 7 (Resolution of Dispute and Release), 8 (Vapeam 's Intellectual Property), 9 (Access and Interference), 10 (Breach), 11 (Privacy), 12 (No Warranty), 13 (Liability Limit), 14 (Indemnity), 15 (No Guaranty), 17 (Severability), 18 (No Agency), 20 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Vapeam; in your case, to the email address you provide to Vapeam (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Vapeam may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Vapeam. In such case, notice shall be deemed given three days after the date of mailing.
The services hereunder are offered by OKMatrix Co,.Ltd.
Effective Date: Jan 1, 2016