Terms and Conditions

Welcome to Usmart21.com. These terms and conditions apply to the services available from the domain and sub-domains of www.Usmart21.com and from all other Usmart21.com branded websites. By using the services of the Usmart21.com Inc. websites (Usmart21.com and other sites where this user agreement appears) you are agreeing to the following terms with Usmart21.com and the general principles for the websites of our subsidiaries and international affiliates.

Your use of our services is governed by the following terms and conditions, (User Agreement). Before you can become a member of Usmart21.com, you must read and accept all of the terms and conditions of this User Agreement and each of the Additional terms referred to in this User Agreement. We strongly recommend that you should read through all the terms carefully. The User Agreement constitutes a legally binding agreement between you and Usmart21.com.

1. General Scope

The following General Terms and Conditions shall apply exclusively to the business relationship between Usmart21.com and its Internet platformwww.Usmart21.com (hereinafter: Usmart21.com) and our users in the version applicable on the date of use. By participating in Usmart21.com, the User accepts the following General Terms and Conditions, as well as the manner in which Usmart21.com and its website operate as described on the website www.Usmart21.com.

Usmart21.com does not recognize any terms and conditions set by the User that differ from these unless Usmart21.com has agreed to their validity in writing.

All content on the Usmart21.com website is not intended to amount to advice on which reliance should be placed. Usmart21.com disclaims to the fullest extent permitted by law all liability and responsibility arising from any reliance placed on such materials by any visitors to the Usmart21.com website or by anyone who may be informed of any of its contents.

This Agreement is effective on Usmart21.com November 09, 2010 for current users, and upon acceptance for new users.

2. Using Usmart21.com

While using Usmart21.com, you will not:

  • post content or items in an inappropriate category or areas on Usmart21.com websites;

  • violate any laws, third party rights, or our policies such as the Prohibited and Restricted Items policies;

  • use Usmart21.com websites or services if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from Usmart21.com;

  • fail to deliver payment for items purchased by you, unless the seller has materially changed the item's description after you bought / bid, a clear typographical error is made, or you cannot authenticate the seller's identity;

  • fail to deliver or provide items listed / sold by you, unless the buyer fails to meet the posted terms, or you cannot authenticate the buyer's identity;

  • manipulate the price of any item or interfere with other user's listings;

  • circumvent or manipulate our fee structure, the billing process, or fees owed to Usmart21.com;

  • post false, inaccurate, misleading, defamatory, or libelous content post the personal information) of others;

  • sell merchandise or products that are counterfeit, fraudulent, or in any way violate the intellectual property rights of any party;

  • sell pornography or firearms other then pellet, paintball or airsoft guns;

  • take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information from Usmart21.com websites or using it for purposes unrelated to Usmart21.com);

  • transfer your Usmart21.com account (including feedback) and User ID to another party without our express, written consent;

  • distribute or post spam, chain letters, or pyramid schemes;

  • distribute viruses or any other technologies that may harm Usmart21.com, or the interests or property of Usmart21.com users;

  • copy, modify, or distribute content from Usmart21.com websites and Usmart21's copyrights and trademarks;

  • or harvest or otherwise collect information about users, including email addresses, without their consent.

3. Abusing Usmart21.com

Usmart21 works to keep our websites and services working properly and all Usmart21.com users safe. You agree to report problems, offensive content, and policy violations to us. Without limiting other remedies, we may limit, suspend or terminate our service and user accounts, prohibit access to our website, delay or remove hosted content, and take technical and legal steps to prevent users from accessing Usmart21.com websites if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of this Agreement and our other policies. We also reserve the right (but not the obligation) to cancel unconfirmed accounts or accounts that have been inactive for 180 days or longer.

4. Fees and Services

Joining Usmart21.com and buying listed items is free. For sellers:

To open a Usmart21.com Approved Store is free. There is no set up fee, no monthly store or service fees. There are no listing fees. However, we charge 6% of the final price when the item is sold. If you decide to make your listing featured on the home page or category page, you will have an opportunity to review and accept the fees that you will be charged based on our fees structure, which we may change from time to time. Changes to the fees structure are effective after we provide you with at least seven days' notice by posting the changes on Usmart21.com. We may choose to temporarily change the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on Usmart21.com.

You will be billed monthly for the total of all fees. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with Usmart21.com websites and services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms, including charging other payment methods on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from your Usmart21.com account balance.

You, as a seller, are responsible for collecting all sales taxes applicable in your state, and to pay to state financial institutions according to the laws and regulations of your state.

5. Content

When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.

For the convenience of sellers, we may offer catalogs of stock images, descriptions and product specifications, which are provided by third- parties. While we try to offer reliable data, we cannot promise that the catalogs will always be accurate and up-to-date. If you choose to include catalog content in your listings, you will be responsible for ensuring that your listings are accurate and do not include misleading information. You agree that you will not hold our catalog providers responsible for inaccuracies in their catalogs. The catalogs may include copyrighted, trademarked or other proprietary materials. You may use the catalogs only for informational purposes and only in connection with your Usmart21.com listings. You may not use catalog content in a way that infringes or violates anyone’s proprietary rights.

In general, the Seller is fully responsible for all information (text, photo, medias) provided to other users via Usmart21.com

6. Liability

You will not hold Usmart21 responsible for other users' content, actions or inactions, or items they list. You acknowledge that we are not a traditional auctioneer. Instead, the Usmart21.com websites are a venue to allow anyone to offer, sell, and buy just about anything, at anytime, from anywhere, in a variety of pricing formats and venues, such as stores, fixed price formats and auction-style formats, which might be standard or reducing-price format. We are not involved in the actual transaction between buyers and sellers. We have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of users content or listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction.

We do not transfer legal ownership of items from the seller to the buyer, and nothing in this agreement shall modify the governing provisions of Federal or State Laws, under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller.

Further, we cannot guarantee continuous or secure access to our services, and operation of the sites may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our sites and services. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, or (b) $100, whichever is less.

7. Release

If you have a dispute with one or more Usmart21.com users, you release Usmart21 (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

8. Access and Interference

The Usmart21.com websites contain robot exclusion headers. Much of the information on the Usmart21.com websites is updated on a real-time basis and is proprietary or is licensed to Usmart21 by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the sites for any purpose without our express written permission.

Additionally, you agree that you will not:

  • take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

  • copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from Usmart21.com websites without our prior express, written permission and the prior express, written permission of appropriate third part, as applicable;

  • interfere or attempt to interfere with the proper working of Usmart21.com websites or any activities conducted thereon;

  • or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to Usmart21.com websites.

9. Privacy

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the Privacy Policy. We view protection of users' privacy as a very important asset. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications as described in the Privacy Policy. We use third parties to verify and certify our privacy principles. For a complete description of how we use and protect your personal information, see the Privacy Policy. Please do not use our services if you object to your information being transferred or used the ways described in the Privacy Policy.

10. Indemnity

You will indemnify and hold us Usmart21 (and its officers, directors, agents, subsidiaries, joint ventures 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 your violation of any law or the rights of a third party.

11. No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

12. Notices

Except as explicitly stated otherwise, legal notices shall be served on Usmart21 registered agent or to the email address you provide to Usmart21.com during the registration process (in your case). Notice shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

13. Resolution of Disputes

If a dispute arises between you and Usmart21.com, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Usmart21.com agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with the provisions below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of [New York] as they apply to agreements entered into and to be performed entirely within [New York between New York residents], without regard to conflict of law provisions. You agree that any claim or dispute you may have against Usmart21.com must be resolved by a court located in [New York], except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within [New York] for the purpose of litigating all such claims or disputes.

Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $5,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Improperly Filed Claims - All claims you bring against Usmart21.com must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, Usmart21.com may recover attorneys' fees and costs up to $1,000, provided that Usmart21.com has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

14. General

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

We may amend this Agreement at any time by posting the amended terms on Usmart21.com. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. Additionally, we will notify you through the Usmart21.com Message Center. This Agreement may not be otherwise amended except in a writing signed by you and us. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content License, Liability, Indemnity and Resolution of Disputes.

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