Seller Agreement

---

Shoply Ltd, a registered company in England and Wales known as Shoply (sometimes herein “Shoply,” “We”, “Us” or “Our”), offers services through the domain Shoply.com (sometimes herein the “Site”).

By registering an online shop with Shoply, You (“Shop Owner,” “You” or “Your,” which collectively includes You and any other entity You may be representing) agree to abide by the Terms of Service (”Terms") outlined below.

Shoply reserves the right to edit these Terms at any time, so we recommend checking back from time to time for any changes that might apply to You. Your registration with Shoply as a Shop Owner constitutes a binding agreement between You and Shoply (“Seller Agreement").

Shoply provides a web application (“Software”) that allows Shop Owners to create online shops through which they can sell goods and services online. Shoply also provides merchant services, including hosting of the online shop, marketing services and other related services as may be offered from time to time (individually and collectively, “Services”).

General

When a Shop Owner lists an item or product for sale on Shoply and a buyer agrees to purchase the item, the parties have entered into a binding agreement which both parties are required to fulfill. The Shop Owner should sell and the buyer should buy the goods or services for the price agreed to by the Shop Owner and its buyer.

Account Terms for All Shop Owners

You are responsible for any information in Your shop including all text and graphics.

You are responsible for managing all products and collections, including information about the product, product variants and product images. You must correctly and accurately describe all products listed in Your Shoply online shop.

You are responsible for all activity and content (data, graphics, photos, links) that is uploaded under Your Shoply account.

Shoply’s 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. Individuals under the age of 18 can use this service only in conjunction with and under the supervision of a parent or legal guardian. In this case, the adult is the Shop Owner and is responsible for any and all activities.

You authorize Shoply to process any and all of Your Shoply account transactions initiated through the use of the password and/or passphrase that You establish through registration on the Site and You are solely responsible for maintaining the confidentiality of such password and/or passphrase. Shoply cannot and will not be liable for any loss or damage from Your failure to maintain the security of Your account and password.

You may not use Shoply online shops for any illegal or unauthorized purpose nor may You, in the use of the Service, violate any laws in Your jurisdiction (including but not limited to copyright laws)

You will be responsible for payment of all applicable sales, use and other taxes and government charges, whether national or foreign, for each sale made through Your Shoply online shop.

We may, but have no obligation to, remove content and accounts containing content that we determine at our sole discretion as unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.

You expressly understand and agree that Shoply shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.

You must not transmit any worms or viruses or any code of a destructive nature.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service or access to the Service without the express written permission of Shoply.

Shoply does not claim any intellectual property rights over the material You provide to the Shoply service. All material You upload remains Yours.

You agree to not sell or rent any purchasers’ information to any third-party companies. This includes Name, Email, Address and Phone Number.

Shoply works hard to keep the Site operating for the benefit of its users. However, in the event of a problem, please contact Us at support(at)Shoply.com.

Shoply does not warrant that the Service will be uninterrupted, timely, secure or error-free. The Service is provided on an “as is” and “as available” basis without any warranty or condition.

A breach or violation of these Terms, at the sole discretion of Shoply, may result in immediate termination of Your Services.

We reserve the right to modify or terminate the Service for any reason, without notice, at any time.

You agree to allow Shoply to deduct all commissions, basket fees, payment processing fees as my be required in accordance with Your plan.

Order fulfillment is the Shop Owner’s sole and full responsibility. All products purchased through a Shoply online shop must be fulfilled by the Shop Owner in a timely manner, and in all events within a maximum of 7 business days following completion of an order, unless otherwise agreed by the Shop Owner and its buyer. Failure to fulfill orders may cause Your shop to be suspended by Shoply.

Shoply requires the use of PayPal as the Payment Solution for Your online shop. Using PayPal as a “Payment Solution” means that You use PayPal exclusively to process online payments from Your shop customers. In order to use PayPal with Your shop, You are required to sign up for a PayPal account and comply with the PayPal User Agreement and Privacy Policy.

We expect Shop Owners to undertake necessary due diligence to confirm the products listed for sale in Your Shoply online shop are in strict conformity with all applicable laws. In the event Shoply concludes that a product or listing for product is prohibited, possibly illegal or inappropriate, We may without any notice to You immediately remove or modify the listing for the product. Shoply reserves the sole right and discretion to determine whether listings for products and contents on the Site is appropriate.

The following products, items and services are not permitted to be sold or listed for sale on the Site:

Media which has been copied likely infringes copyrights and trademarks and may not be sold on the Site. Any copyrighted materials which have been copied without authorization are prohibited on the Site.

Furthermore, the following items are not permitted to be sold or displayed on the Site:

• Unauthorized copies of photographs and pictures.
• Unauthorized recordings of music or concerts.
• Unauthorized soundboard recordings.
• Unauthorized merchandise.
• Unauthorized reproductions of movies.
• Unreleased/prereleased movies or video related thereto such as previews and trailers.
• Unpublished and unauthorized film scripts, electronic press kits and unauthorized props.
• Unauthorized reproductions of books
• Unauthorized recordings or copies of recordings of radio programs or television programs and unauthorized scripts.
• Any video games or software unless such video games and/or software are full retail versions.
• Media which is produced and distributed for promotional use only are not authorized for retail distribution or sale, including but not limited to promo books, promo music albums and CDs, promo films and promo software.
• Unauthorized replica, counterfeit and “knock-off” merchandise is prohibited.
• Celebrity images and/or the use of celebrity names without permission of a celebrity or their management including products containing such images.
• Solutions Manuals.
• Media transferred from one format to another.
• Photography, paintings, illustrations of any sort, textual descriptions, videos, DVDs, tapes or other media for visual reproduction that is pornographic or depicts a human being engaged in actual sexual conduct; gratuitous nudity; any item depicting a nude individual under the age of 18 years; the offer to engage in sexual activity with anyone or anything; the offer of a massage or other service requiring physical contact; the offer of any service that suggests or in any way conveys an intimate service contact, including dates, escorts or other such services; adult novelties, toys and devices of a sexual nature for which one would have to be 18 years of age to purchase in the United States.
• Items that infringe upon an individual’s privacy including the sale of marketing lists (bulk email lists, direct-mail marketing lists, etc.).
• Living creatures and unauthorized/illegal wildlife products.
• Offensive material as deemed offensive by Shoply in its sole discretion including items such as crime-scene photos and human organs and body parts.
• Real estate.
• Recalled products.
• Any item that enables unauthorized transmission/reception of a satellite broadcast/signal.
• Stolen property and goods.
• Tobacco and tobacco products.
• Wine and other alcoholic beverages and related products.
• Unauthorized copies of art in any form.
• Any product that by listing same on the Site violates any law in any jurisdiction.
• Automobile tires or batteries.
• Counterfeit money.
• Electronic smoking products.
• Illegal drugs or drug paraphernalia.
• Any product containing any hazardous or dangerous material including mercury or any product whose use is regulated by any law in any jurisdiction.
• Lockpicking equipment.
• Lottery Tickets
• Medical equipment unless approved in advance by Us.
• No plants or seeds designated by any agency as noxious or dangerous and no illegal plants or seeds.
• Postage meters
• Slot machines.
• Electronic surveillance equipment.
• Tanning devices unless approved in advance by Us.
• Service contracts or warranties.
• Listings intended wholly or mainly as gateways to commercial or private websites for the purposes of advertising, or that offer contact information for non-Shoply transactions.
• The sale of Internet domain names (URLs).
• Cash or equivalent instruments.

Weapons.

Shoply does not permit listing weapons that employ gunpowder or explosives including but not limited to: ammunition, rifles, shotguns, pistols, other firearms, fireworks, automatic knifes, throwing stars, spring-loaded knives, switchblades, crossbows, hunting bows, knives of any kind, nunchaku, clubs, brass knuckles, BB guns, paintball guns, pellet guns, tasers, stun guns, pepper spray, mace, blowguns, and weapons designed to be concealed. Toys that fire rubber pellets or foam darts are permitted.

Illegal items.

Items sold in a Shoply online shop must adhere to all applicable laws. This includes the sale of items by individuals outside the United Kingdom. Some items that may not be sold on Shoply include: tobacco products including Cuban cigars, stock and securities, lottery tickets (including grab bags and raffles), illicit drugs, prescriptive devices and drugs, cable descramblers, lock-picking devices, smart cards, and any product which may lead to the production of an illegal item or illegal activity.

Additionally, posting of links to outside websites intended to sell items—particularly those with non-Shoply ordering tools or information or posting promotional logos to credit outside services is strictly prohibited.

Shoply on behalf of its members, directors, officers, employees and agents, makes no express or implied warranties, covenants or representations of any kind with respect to the site, the services or any content thereon. Shoply expressly disclaims all warranties of any kind, express, implied, statutory or otherwise, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, with regard to the site, the services, all content thereon, and any product or service furnished or to be furnished from or on the site. Shoply does not warrant : that the functions performed by the site or the service will be uninterrupted, timely, secure or error-free; or that defects in the site or the service will be corrected; or the accuracy or completeness of the content; or that any errors in the content will be corrected. The site, the services and all content are provided on an “as is”, ‘where is”, “as available” and “with all faults” basis. 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 country to country.

In no event will shoply or its members, directors, officers, employees and agents be liable for any damages whatsoever, including, but not limited to any direct, indirect, general, special, compensatory, incidental, consequential, exemplary or other damages arising out of (i) Your conduct or anyone else in connection with use of the site, the services or this agreement, (ii) inability to use the site, the services, or any content thereon, (iii) any transaction conducted through or facilitated by the site; (iv) any claim attributable to errors, omissions, or other inaccuracies in the site, the services and/or the content thereon, (v) unauthorized access to or alteration of Your information, shopfront or data, or (vi) any other matter relating to the site, the service, or the content, even if shoply has been advised of the possibility of such damages. If You are dissatisfied with the site, the services, the content, or with the terms of use, Your sole and exclusive remedy is to cease using the site. Some states do not allow the exclusion or limitation of liability for consequential or incidental damages, and therefore some of the above limitations may not apply to You. In such states shoply’s liability is limited and warranties are excluded to the greatest extent permitted by law, but shall, in no event, exceed $100.00

This Sellers Agreement shall be governed in all respects by the laws of the United Kingdom

We reserve the right to modify or terminate the Services for any reason, without notice, at any time. We reserve the right to alter or amend these Terms or other Site policies at any time. Any notices of termination or modification to the Services or the Terms will take effect when set forth on the Site. When using particular Services on the Site, You are subject to any unique posted policies or rules applicable to specific Services You use through the Site, which may be posted from time to time. All such policies or rules are hereby incorporated into this Shop Owner’s Agreement. This Shop Owner’s Agreement as supplemented by such other additional agreements for specific Services, sets forth the entire understanding and agreement between us with respect to the subject matter hereof.