Welcome to the FILLZ site (the "Site") and e-commerce software services (the "Services"). Any person who wants to access the Site and use the Services to manage sales and inventories must accept the terms and conditions of this USER Agreement without change. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS USER AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.
FillZ Inc. ("FILLZ") reserve the right to change any of the terms and conditions contained in this User Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this User Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES AFTER 30 DAYS FOLLOWING FILLZ'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS USER AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.
1. Eligibility. Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register, you must provide your real name, phone number and e-mail address.
2. Sellers' Usage Fees and Payment Terms. Please review the Fee Schedule and Payment Terms contained in the Pricing section at www.fillz.com. All amounts and fees are in U.S. dollars unless stated otherwise and are incorporated herein by reference. The Pricing may vary in the future. The Pricing in effect on the date of selling an item shall govern the transaction. All fees are payable upon demand through PayPal or by credit card.
3. Applicable Policies and Guidelines. You agree to abide by the procedures and guidelines for using the Services and the Site. These are provided in the help text throughout the site. You agree not to use the system in a manner which is deterimental to the system or to others' use of the system or deterimental to any connected system.
4. FILLZ Role. FILLZ provides a software service for third-party sellers ("Sellers") to facilitate the use of established e-commerce facilities ("E-SITE"s) such as Amazon.com, Abebooks, etc., by offering order follow-up, inventory control, pricing feedback and other similar services. FILLZ is not involved in the actual transaction between Sellers and Buyers and is not an agent of the E-SITE you use. The rules for using the third party E-SITE are set by the E-SITE owners (such as Amazon.com's Participation Agreement). As a Seller, you use the Site and the Services as well as the E-SITE at your own risk.
5. FILLZ use rules. In order to use FILLZ you should register with the site and execute all payments due for service use through PAYPAL.
Seller may terminate its participation in FILLZ at any time by giving a 7 days notice to us, and we may terminate Seller's participation in the FILLZ at any time by giving a 45 days notice to Seller. Upon termination, Seller must pay us whatever fees were incurred prior to the effective date of the termination.
6. Sales/Use Taxes. You agree that it is the Seller's and the Buyer's responsibility to determine whether sales or use taxes apply to the transactions and to collect, report, and remit the correct tax to the appropriate tax authority. You also agree that FILLZ is not obligated to determine whether sales or use taxes apply and is not responsible to collect, report, or remit any sales or use taxes arising from any transaction.
7. Password Security. Your password may be used only to access the Site and review your transactions and reports. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.
8. No Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. FILLZ DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
b. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
c. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
d. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF FILLZ.
TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FILLZ DISCLAIMS ANY AND ALL SUCH WARRANTIES.
9. General Release. BECAUSE FILLZ IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS NOR ARE INVOLVED IN THE MANAGEMENT AND MAINTAINANCE OF THE E-SITE, YOU RELEASE FILLZ (AND ITS 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 YOUR SALES ACTIVITY ON THE E-SITE.
10. Limitation of Liability. FILLZ WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USER AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
11. Applicable Law. The Site and the Services are arranged, sponsored, or managed by FILLZ in the state of California, USA. The laws of the state of California govern this User Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to confidential arbitration in San Francisco, CA, except that, to the extent that an injuctive relief is required, FILLZ may seek such relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
12. General Provisions
a. Entire Agreement. This User Agreement and the general terms and conditions of the Site constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
b. No Agency. Third-Party Beneficiary. FILLZ is not the agent, fiduciary, trustee, or other representative of the E-SITE (be it Amazon.com, Abebooks or any other E-site). Nothing expressed or mentioned in or implied from this User Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this User Agreement. This User Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of FILLZ, you, and relying Buyers or Sellers.
c. Severability. If any provision of this User Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
d. No Waiver. We will not be considered to have waived any of our rights or remedies described in this User Agreement unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. FILLZ failure to enforce the strict performance of any provision of this User Agreement will not constitute a waiver of FILLZ right to subsequently enforce such provision or any other provisions of this User Agreement.
End of the Agreement