By accepting these Terms of Service, accessing or using the Services, or otherwise manifesting your assent to these Terms of Service, you agree to be bound by these Terms of Service and our Privacy Policy, which is hereby incorporated by reference (collectively, the “Agreement”). If you do not agree to (or cannot comply with) all of the terms of these Terms of Service or any other terms of the Agreement, you may not access or use the Services.

THE SECTIONS BELOW TITLED “PERSONAL RELEASE,” “BINDING ARBITRATION,” AND “CLASS ACTION WAIVER” CONTAIN A PERSONAL RELEASE AGREEMENT, BINDING ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM.

If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity. 

Capitalized terms not defined in these Terms of Service shall have the meaning set forth in our Privacy Policy.

1. OUR SERVICES AND USERS.

Shopvillages works with specific towns, municipalities, and cities (collectively, “Cities”) through their relevant business association, chamber of commerce, or similar organization (collectively, “Association”) to obtain a list of local sellers with brick and mortar stores in the City (“Vendors”). Such Vendors will be given the opportunity to use the Services to sell their products to consumers (“Buyers”).

Our Services have several types of users:

1. 1. Visitors.  Visitors to our Website, as the term implies, are people who do not register for an account, but want to explore the Website for informational purposes.  No login is required for visitors to the Website.  Visitors can access all publicly-available content and features of the Website, and can contact us using the contact link on the Website. 

1. 2. Registered Users and Accounts.  In order to become an Association or Vendor you must establish an account with us. Associations and Vendors will have access to the Dashboard through their account. Buyers do not need to register to make a purchase, but will only have access to certain features, such as the ability to save favorite items and Vendors, if they create an account. Shopvillages is under no obligation to accept any individual or entity as an account holder, and may accept or reject any registration in our sole and complete discretion.  Associations, Vendors, and Buyers may sometimes be collectively referred to as “Users” in these Terms of Service.

To create an account, you or your authorized representative will be prompted to create a password and user name (“Shopvillages User ID”) and perhaps provide certain additional information that will assist in authenticating your identity when you log-in in the future (collectively “Login Credentials”).  You may not transfer your account to anyone else. When creating your account, you must provide true, accurate, current, and complete information about yourself.  Each Shopvillages User ID and corresponding password can be used by only one individual.  You are responsible for maintaining the confidentiality of your account Login Credentials. You are fully responsible for all activities that are associated with your account (including but not limited to any purchases, use of the Services, or communications from your account to Shopvillages). You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your account or any other breach of security.

2. RESTRICTIONS

The Services are available only to individuals aged 13 years or older.  If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.  If you are under the age of 13, you may use the Services only with the consent of your parent or guardian. 

We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, including by closing or disconnecting your account, without notice and without reason.

3. USER CONTENT; LICENSES

As part of the Services, Shopvillages will create a webpage on the Website for each Vendor (each, a “Store”), and Vendors will post or upload content such as videos, photos, images, text, graphics, and other materials (collectively, “User Content”) to the Store.  Additionally, Buyers are permitted to submit messages directly to Vendors (“Messages”); the content of such Messages is also considered User Content.

Vendors expressly acknowledge and agree that once you submit your User Content for inclusion into the Store, there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make available. Additionally, each time a Buyer or Vendor submits a Message through the Services, you expressly authorize Shopvillages to make such Message available to the corresponding recipient. YOU, AND NOT SHOPVILLAGES, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES.  We are not obligated to publish any User Content on our Services, and we reserve the right to remove any User Content at any time in our sole discretion, with or without notice.

You retain all copyrights and other intellectual property rights in and to your own User Content.  You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual, irrevocable license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised, subject to certain limitations related to Vendor Marks (as defined), as set forth below.  

To the extent any Vendors’ name, trademarks, trade names, service marks, and/or logos (“Vendor Marks”) are published or displayed on the Services as part of its User Content (including, but not limited to, in connection with the sale of its products), the Vendor hereby grants Shopvillages and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to copy, transmit, format, distribute, publicly display, publicly perform, and otherwise use such Vendor Marks solely in connection with our provision of the Services and operation of the Website.

4. PERSONAL RELEASE

AS A VENDOR, YOU UNDERSTAND THAT SHOPVILLAGES WISHES TO OBTAIN THE RIGHT TO RECORD AND USE YOUR NAME, IMAGE, PICTURE, PHOTOGRAPH, BIOGRAPHY, LIKENESS, VOICE, PERFORMANCE, AND/OR OTHER PERSONAL IDENTIFICATION PROVIDED BY YOU TO SHOPVILLAGES, WHETHER AS PART OF YOUR CONTRIBUTED USER CONTENT OR OTHERWISE (COLLECTIVELY, THE “MATERIAL”), ON VIDEOTAPE, FILM, OR ANY OTHER AUDIO AND/OR VISUAL MEDIUM FOR USE IN CONNECTION WITH PROMOTING SHOPVILLAGES, THE SERVICES, AND VENDOR (“PROMOTION”). AS SUCH, VENDOR GRANTS SHOPVILLAGES AND OUR AFFILIATES, AGENTS, NOMINEES, LICENSEES, SUCCESSORS AND ASSIGNS, AND THOSE ACTING WITH OUR AUTHORITY (“AFFILIATES”), THE UNRESTRICTED, ABSOLUTE, PERPETUAL, WORLDWIDE RIGHT TO RECORD, REPRODUCE, COPY, EDIT, ADD TO, SUBTRACT FROM, MODIFY, USE, REUSE, DISPLAY, PERFORM, EXHIBIT, DISTRIBUTE, TRANSMIT, EXPLOIT, AND/OR BROADCAST THE MATERIAL, WITHOUT LIMITATION, IN AND IN CONNECTION WITH THE PROMOTION IN ANY MANNER, IN WHOLE OR IN PART, ALONE OR IN COMBINATION WITH ANY OTHER IMAGES OR VIDEOS, IN ANY MEDIA NOW KNOWN OR HEREAFTER DEVISED.  SUCH USE MAY ALSO INCLUDE ADVERTISING AND PROMOTION IN ANY MANNER OR MEDIA IN CONNECTION WITH THE PROMOTION.

VENDOR AGREES THAT SHOPVILLAGES HAS NO OBLIGATION TO USE ANY OF THE MATERIAL, OR TO EXERCISE ANY RIGHT GRANTED HEREIN, AND THAT VENDOR MAY NOT ENJOIN ANY EXPLOITATION OF THE PROMOTION AS PROVIDED ABOVE. IF SHOPVILLAGES USES MATERIAL FOR PROMOTION, VENDOR ACKNOWLEDGES THAT ITS RIGHT TO ACCESS AND USE THE SERVICES AND THE SERVICES AS GRANTED IN THIS AGREEMENT SHALL BE THE SOLE COMPENSATION AND CONSIDERATION FOR THE RIGHTS VENDOR IN AND TO THE MATERIALS THAT IS GRANTING HEREUNDER.  VENDOR SHALL NOT BE ENTITLED TO ANY ADDITIONAL COMPENSATION HEREUNDER, INCLUDING, BUT NOT LIMITED TO, IN THE EVENT SHOPVILLAGES COMMERCIALIZES THE MATERIAL OR THE PROMOTION.

VENDOR HEREBY UNCONDITIONALLY AND FOREVER RELEASES, INDEMNIFIES, AND HOLDS HARMLESS SHOPVILLAGES AND OUR AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, OR ACTIONS THAT ARISE FROM USE OF THE MATERIAL, OR THAT VENDOR OR VENDOR’S HEIRS, EXECUTORS, ADMINISTRATORS, OR ASSIGNS MAY HAVE OR CLAIM TO HAVE IN CONNECTION WITH USE OF THE MATERIAL AS DESCRIBED HEREIN, AND VENDOR AGREES NOT TO SUE OR BRING ANY PROCEEDING AGAINST ANY OF THOSE PARTIES FOR ANY CLAIM OR CAUSE OF ACTION, WHETHER PRESENTLY KNOWN OR UNKNOWN, INCLUDING, BUT NOT LIMITED TO ACTIONS FOR DEFAMATION, INVASION OF VENDOR’S RIGHTS TO PRIVACY, PUBLICITY OR PERSONALITY OR ANY SIMILAR MATTER, OR BASED UPON OR RELATING TO THE EXERCISE OF ANY OF THE RIGHTS REFERRED TO HEREIN.    

5. PURCHASE TERMS FOR BUYERS.

1. 1. Orders; Order Acceptance.  Buyers may place orders for Vendors’ products through that Vendor’s Store.  The receipt of an order number or an email order confirmation does not constitute Shopvillages’s or any Vendor’s acceptance of an order or a confirmation of an offer to sell. Vendors and Shopvillages reserve the right to refuse service to any Buyer or cancel an order for any reason. Verification of information may be required prior to the acceptance of an order. Prices and availability of products are subject to change without notice. Buyer must communicate with Vendor directly if Buyer has any questions about an order.

1. 2. Shipping; Risk of Loss.  Vendors are entirely responsible for shipping products purchased through their Store. Shopvillages is not liable for any damages (including, without limitation, any incidental or consequential damages) arising from a Vendor’s failure to deliver or delay in delivering products purchased through the Services.  Title and risk of loss to the products will pass to Buyer upon delivery by Vendor to the shipping carrier.

1. 3. Errors.  All descriptions, images, references, features, content, specifications, and prices of products described or depicted on the Services are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. From time to time, there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, product prices, promotions, offers, and availability. Shopvillages and Vendor each reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders, if any information on the Services is inaccurate at any time without prior notice, even after Buyer has received an order confirmation or shipping notification.  The inclusion of any products on the Services does not imply or warrant that these products will be available. Vendors reserve the right to revise their product offerings and/or discontinue products at any time without notice.  Vendors and Shopvillages also reserve the right to limit quantities purchased, and to revise, suspend, or terminate an event or promotion at any time without notice (including after an order has been submitted or acknowledged).

1. 4. Payment.  Where applicable, Buyers shall pay all purchase prices, taxes, shipping and handling, and other fees in connection with products purchased in the manner specified on or selected through the through Vendor’s Store. Payment is due immediately upon making a purchase through a Store.  Additionally, for an Association to become affiliated with Shopvillages, it must pay an annual fee determined between Shopvillages and the Association (“Association Fee”). By making a purchase or submitting payment as an Association, Buyer and Association agree to pay Shopvillages, through our payment processor, Orion Payment Systems (“Payment Processor”), the Association Fee or the charges at the prices then in effect for any purchase, as applicable, in accordance with the applicable payment terms provided by Vendor. If Buyer or Association have a card or other payment method on file with its account on the Services, by making a payment Buyer and Association may be authorizing us, through Payment Processor, to charge such account for the purchase amount or the Association Fee, as applicable.  BUYERS AND ASSOCIATIONS MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR THEIR ACCOUNTS, AND PROMPTLY UPDATE ALL INFORMATION TO KEEP SUCH ACCOUNT INFORMATION CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE).  FURTHER, BUYERS AND ASSOCIATIONS MUST PROMPTLY NOTIFY US IF A PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF BUYER OR ASSOCIATION BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF BUYER’S OR ASSOCIATION’S USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT BUYER’S OR ASSOCIATION’S ACCOUNT PAGE. 

6. VENDOR TERMS. 

1. 1. Prohibited Products. Vendors are not permitted to sell illegal, dangerous, or hazardous products or services, or pornographic content, through the Services, or items that promote hatred and violence or demean people based on race, ethnicity, national origin, religion, gender, gender identity, disability, or sexual orientation (“Prohibited Products”). If you are found to promote, market, or sell any Prohibited Products through your Store, we will immediately terminate your account with us.

1. 2. Orders; Shipping.  Orders are placed by Buyers with Shopvillages. Shopvillages shall receive the order information and the Buyer’s contact information, such as name and postal address, and Vendor will receive, through its account, a notification that an order has been placed and the appropriate information to ship the purchased products. Vendor shall ship all Store orders directly to Buyers.  Shopvillages strongly urges Vendors to obtain and maintain insurance for your shipments.  Shopvillages is not liable for any shipment issues. Shopvillages does not handle any returns or refunds; returns and refunds are handled according to each Vendors’ policies.      

1. 3. Payments; Accounts. Our Payment Processor collects payments from Buyers and passes these amounts to Vendor, less Shopvillages’ commission (which Shopvillages may change at any time), which is provided to Shopvillages. Vendor acknowledges and agrees that there is usually a delay between when the Buyer pays for a purchase made through a Store and when Vendor receives payment via Payment Processor.  To receive payment, Vendor must: (i) have an active account with Payment Processor, and (ii) share the necessary Payment Account details with Payment Processor to enable Payment Processor to send Vendor payments. By signing up for the Services and designating a Payment Account, Vendor hereby agrees to Payment Processor making deposits into Vendor’s Payment Account for payments received by Shopvillages through Payment Processor for the sale of Vendor products, less any commissions due to Shopvillages in connection therewith.  VENDORS MUST MAINTAIN ACTIVE PAYMENT ACCOUNTS TO RECEIVE PAYMENT FOR SALES, AND MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR THEIR PAYMENT ACCOUNTS, AND PROMPTLY UPDATE ALL INFORMATION TO KEEP SUCH PAYMENT ACCOUNT INFORMATION CURRENT, COMPLETE, AND ACCURATE.  FURTHER, VENDORS MUST PROMPTLY NOTIFY US AND PAYMENT PROCESSOR IF VENDOR BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF VENDOR’S PAYMENT ACCOUNT.

7. PERFORMANCE METRICS.  Shopvillages cares deeply about customer satisfaction. Accordingly, we reserve the right to track and measure Users’ use of the Services and performance in accordance with this Agreement.  With respect to Vendors, we reserve the right to track order fulfillment, Buyer complaints, shipping times, cancellation/request for return rates and chargebacks, backorder issues, and related logistics and performance issues. For Buyers, we will track information such as Stores you visit, items you purchase, and shopping carts that you abandon. These metrics help us determine Vendor and Buyer satisfaction. Additionally, Buyer information is shared with Vendor through Vendor’s Dashboard for Vendor to improve its Store.  Buyer information is only shared with Associations through their Dashboard in an aggregated form, such that no individual Buyer can be identified, so that Associations can analyze trends in the area.

8. NO CIRCUMVENTION.  All order made through the Store are passed through Shopvillages. Neither Vendors nor Buyers may circumvent the Services to transact directly with one another, and we may suspend accounts that we suspect, in our sole discretion, are intentionally circumventing the Services.

9. INTELLECTUAL PROPERTY.

The Services contains material, such as software, text, graphics, images, and other material provided by or on behalf of Shopvillages (collectively referred to as the “Content”).  The Content may be owned by us or third parties.  The Content and the Services are protected under both United States and foreign laws.  Unauthorized use of the Content or Services may violate copyright, trademark, and other laws. 

We and our licensors retain all right, title, and interest, including all intellectual property rights, in and to the Content and the Services.  You must retain all copyright and other proprietary notices contained in the original Content and Services.  You may not sell, transfer, assign, license, sublicense, or modify the Content or Services or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content or Services in any way for any public or commercial purpose. 

The trademarks, service marks, and logos of Shopvillages (the “Shopvillages Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Shopvillages.  Other company, product, and service names located on the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with Shopvillages Trademarks, the “Trademarks”).  Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of Shopvillages Trademarks inures to our benefit.

Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance.

10. FEEDBACK.  You may elect to provide us with feedback, comments, and suggestions with respect to our Services (“Feedback”).  You agree that Shopvillages will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to you. 

11. USAGE RIGHTS AND RESTRICTIONS.  Subject to the terms and conditions of this Agreement, Shopvillages grants you a limited, non-transferable, non-exclusive, license to access and use the Services solely for your personal purposes. Shopvillages may terminate this license at any time for any reason.  Further, when using or accessing the Services, you agree that:

• You will not upload, post, e-mail, transmit, or otherwise make available any User Content that:
  

• • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
  • is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence or illegal activity, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
  • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.

• You will comply with all applicable laws in your use of the Services and will not use the Services for any unlawful purpose;

• You will not access or use the Services to collect any market research for a competing business;

• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

• You will not interfere with, or attempt to interrupt the proper operation of, the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content, data, files, or passwords related to the Services through hacking, password or data mining, or any other means;

• You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;

• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;  

• You will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission;

• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;

• You will not allow anyone to access and use your account;

• You will not resell, distribute, or sublicense the Services or use it for the benefit of anyone other than you or your business;

• You will not remove or modify any proprietary markings or restrictive legends placed on the Services; and

• You will not introduce, post, or upload to the Services any Harmful Code. As used herein, “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services.

You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof. You are free to stop using the Services at any time.

12. NO WARRANTIES; LIMITATION OF LIABILITY.

THE SERVICES, AND ALL CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THE SERVICES ARE PROVIDED BY SHOPVILLAGES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.  SHOPVILLAGES EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE CONTENT, AND ALL PRODUCTS OFFERED BY VENDORS THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SHOPVILLAGES DOES NOT WARRANT THAT: (1) THE INFORMATION ON THE SERVICES IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU UNDERSTAND THAT SHOPVILLAGES DOES NOT MANUFACTURE, STORE, OR INSPECT ANY OF THE PRODUCTS SOLD OR OFFERED FOR PLACEMENT THROUGH OUR SERVICES. WE PROVIDE THE VENUE; THE PRODUCTS ARE PRODUCED, LISTED, SOLD, AND OFFERED DIRECTLY BY VENDORS, AND, ACCORDINGLY, SHOPVILLAGES CANNOT AND DOES NOT MAKE ANY WARRANTIES ABOUT THEIR QUALITY, SAFETY, OR EVEN THEIR LEGALITY. AS A BUYER, ANY LEGAL CLAIM RELATED TO A PRODUCT YOU PURCHASE THROUGH THE SERVICES MUST BE BROUGHT DIRECTLY AGAINST THE VENDOR OF THE PRODUCT. YOU HEREBY RELEASE SHOPVILLAGES FROM ANY CLAIMS RELATED TO PRODUCTS PROVIDED THROUGH OUR SERVICES, INCLUDING FOR DEFECTIVE ITEMS, MISREPRESENTATIONS BY VENDORS, OR ITEMS THAT CAUSED PHYSICAL INJURY (PRODUCT LIABILITY CLAIMS).

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES, THE PRODUCTS, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT SHALL BE LIMITED TO FIFTY UNITED STATES DOLLARS (US $50).  SHOPVILLAGES SHALL NOT BE LIABLE FOR DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR OR ANY THIRD PARTY’S PURCHASE OR USE OF ANY PRODUCTS.

SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THIS AGREEMENT SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

13. REPRESENTATIONS AND WARRANTIES; VENDOR PRODUCT WARRANTIES. 

1. 1. Vendor and Buyer Representation and Warranties. You hereby represent, warrant, and covenant that:

(i)         You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content, any other works that you incorporate into your User Content, and Vendor Marks, and all the rights necessary to grant the licenses and permissions you grant hereunder; and

(ii)        Use of User Content and Vendor Marks in the manners contemplated in these Terms of Service shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party.

1. 2. Additional Vendor Representations and Warranties. Vendor hereby represents, warrants, and covenants that:

1. Any claims about products made by Vendor or contained in Vendor’s User Content have been substantiated and comply with all applicable laws, rules, and regulations including FTC guidelines and other consumer protection laws and regulations;

2. Vendor will at all times comply with this Agreement and all applicable laws, rules, and regulations; and

3.  Products sold or offered through our Services (a) are and shall be manufactured, packaged, and labelled in accordance with all applicable federal, state, local, and international laws, rules, and regulations, (b) are not and will not be adulterated or misbranded, and (c) shall be free from defects in materials, workmanship, and fabrication.

14. INDEMNIFICATION

1. 1. Buyer and Vendor Indemnification. You agree to indemnify, defend, and hold harmless Shopvillages, its affiliates, and its and their respective officers, managers, partners, employees, and agents (collectively, “Agents”) from and against any and all losses, civil penalties, liabilities, damages, judgments, costs, and expenses, including reasonable attorney’s fees and court costs (“Losses”), incurred in connection with any proceeding, claim, or action (“Claim”) arising out of or related to (i) your breach of these Terms of Use; (ii) your misuse of the Content or the Services; (iii) your User Content; and/or (iv) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity or privacy right.

1. 2. Additional Vendor Indemnification. Vendor agrees to indemnify, defend, and hold harmless Shopvillages, its affiliates, and its and their Agents from and against any and all Losses incurred in connection with any Claim arising out of or related to (i) any alleged defect in or injury from Vendor’s products or any other products liability claim; (ii) alleged failure of Vendor or Vendor’s products to comply with this Agreement or any laws, regulations, warranties, guarantees, or representations of Vendor; and/or (iii) the sale and shipment of Vendor’s products. 

15. DIGITAL MILLENNIUM COPYRIGHT ACT

Shopvillages respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

ShopVillages, Llc.

140 Triple Oak Lane  

Attn: Copyright Agent  

richfaucher@shopvillages.com                                  

 If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

16. COMPLIANCE WITH APPLICABLE LAWS.

The Services are based in the United States.  We make no claims concerning whether the Services are accessible, or whether Content may be downloaded, viewed, or be appropriate for use, or purchases may be made, outside of the United States.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

17. CONTROLLING LAW

This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

18. BINDING ARBITRATION. 

In the event of a dispute arising between you and Shopvillages under or relating to this Agreement or the Services (not a dispute among the Users) (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”).  Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION.  ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.  All disputes will be resolved before a neutral arbitrator selected jointly by you and Shopvillages, whose decision will be final, except for a limited right of appeal under the FAA.  The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each of you and Shopvillages will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules.  Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside.  The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.  The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration.  As set forth in Section 20 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

19. CLASS ACTION WAIVER. 

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

20. EQUITABLE RELIEF. 

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in California for purposes of any such action by us.

21. DISPUTES BETWEEN AND AMONG USERS.

If there is a dispute between or among Users of the Services, we suggest that you contact the other User to resolve the dispute amicably. If you cannot do so, you agree to contact Shopvillages, and we will take steps to mediate the User dispute in our sole, reasonable discretion.  Shopvillages will keep each party updated as to the status of disputes by messaging the parties through the accounts on the Service.  Notwithstanding Shopvillages’s good faith efforts, some disputes may not be resolved in a manner that satisfies all parties.  Shopvillages’s decision with respect to all disputes is final.  In the event that you have a dispute with one or more other Users, you release Shopvillages, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

22. EXTERNAL WEBSITES.

The Services may contain links to third-party websites (“External Websites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Websites.  The content of such External Websites is developed and provided by others.  You should contact the site administrator or webmaster for those External Websites if you have any concerns regarding such links or any content located on such External Websites.  We are not responsible for the content of any linked External Websites and do not make any representations regarding the content or accuracy of materials on such External Websites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Websites, you do so at your own risk.

23. CHANGES TO THE AGREEMENT.

These Terms of Service are effective as of the last updated date stated at the top.  We may change these Terms of Service from time to time.  Any such changes will be posted on the Website.  By accessing the Services after we make any such changes to these Terms of Service, you are deemed to have accepted such changes.  Please refer back to these Terms of Service on a regular basis.

24. TERMINATION OF THESE TERMS OF SERVICE

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability.  Sections 3, 4, 9, 10, 12, 13, 15-25 shall survive the termination of this Agreement.

25. GENERAL.

No failure or delay by Shopvillages in exercising any right or remedy under the Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.  If any provision of the Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended and the remainder of the Agreement will remain in full force and effect.  The Agreement constitutes the final and complete agreement between you and Shopvillages regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of the Agreement.  Terms which by their nature are intended to survive indefinitely shall survive and shall apply to you even if you have canceled your account or stopped using the Services, including, without limitation, the limitations of liability, indemnity, and dispute resolution provisions.

26. HOW TO CONTACT US.

If you have questions about the Agreement or our Services, please contact us via email at info@shopvillages.com.  

Copyright 2021 Shopvillages LLC.  All rights reserved.

If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity. 

Capitalized terms not defined in this Privacy Policy shall have the meaning set forth in our Terms of Service.

THE INFORMATION WE COLLECT AND HOW WE USE IT

In the course of operating the Services, Shopvillages collects or receives the following types of information, which may include personal information.

Contact Information

We collect contact information through our Services; contact information typically includes your name, email address, postal address, username and password, and any information you provide in messages to us. We use such contact information for purposes such as registering you for an account, providing you with information about the Services, responding to your inquiries, sending you email alerts (including marketing emails), or providing you the Services and enabling you to receive products you purchase.

Payment Information

In order for us to process your payments (both incoming payments by Buyers and Associations and outgoing payments to Vendors), we require that you provide certain billing information, which may include your credit card number, expiration date, bank account information, billing address, activation code, and similar information (collectively, “Payment Information”).  You authorize our third-party payment vendors, including Orion Payment Systems, to collect, process, and store your Payment Information in accordance with their respective privacy policies.  We reserve the right to change our payment vendors at any time, or to use additional payment vendors, at our discretion, and will update this Privacy Policy from time to time accordingly. 

Activity Information

To ensure Buyers have the best experience through Shopvillages, we permit Buyers to save to their account coupons for discounts and their favorite items and Vendors. This information is collected and stored to make shopping easier and more enjoyable for Buyers.

Server Log Information

Our servers keep log files that record data each time a device accesses those servers. The log files contain data about the nature of such access, including the device’s IP address, user agent string (e.g., operating system and browser type/version), and the pages you’ve clicked on while on our Services, and details regarding your activity on the Services such as time spent on the Services and other performance and usage data. We may use these log files for purposes such as assisting in monitoring and troubleshooting errors and incidents, analyzing traffic, or optimizing the user experience.

Cookies

We may collect information using “cookie” and other similar technologies. Cookies are small packets of data that a website stores on your computer’s or mobile device’s hard drive (or other storage medium) so that your computer will “remember” information about your use. We use both 1st and 3rd-party session cookies and persistent cookies. Below is a general primer on session and persistent cookies; information collected by cookies depends on its particular purpose. For more information, please see the information regarding analytics providers discussed further below.

• Session Cookies: We use session cookies to make it easier for you to navigate our Services. A session ID cookie expires when you close the Services.
  
• Persistent Cookies: A persistent cookie remains on your device for an extended period of time or until you delete them. To the extent we provide a log-in portal or related feature on our Services, persistent cookies can be used to store your passwords so that you don’t have to enter it more than once.  Additionally, persistent cookies enable us to track and target the interests of our visitors to personalize the experience of our Services.

If you do not want us to place a cookie on your device, you may be able to turn that feature off on your device. Please consult your browser’s documentation for information on how to do this and how to delete persistent cookies. However, if you decide not to accept cookies from us, certain aspects of the Services may not function properly or as intended.

Third-Party Analytics Providers

We use one or more third–party analytics services to evaluate your use of the Services, as the case may be, by compiling reports on activity (based on their collection of IP addresses, Internet service provider, browser type, operating system and language, referring and exit pages and URLs, data and time, amount of time spent on particular pages, what sections of the Services you visit, number of links clicked, search terms and other similar usage data) and analyzing performance metrics. These third parties use cookies and other technologies to help collect, analyze, and provide us reports or other data.

By accessing and using the Services, you consent to the processing of data about you by these analytics providers in the manner and for the purposes set out in this Privacy Policy. For more information on these third parties, including how to opt out from certain data collection, please visit the sites below. Please be advised that if you opt out of any service, you may not be able to use the full functionality of the Services.

Aggregate Data

In an ongoing effort to better understand our Users and the Services, we might analyze your information in aggregate form to operate, maintain, manage, and improve the Services. This aggregate information does not identify you personally. We may share this aggregate data with Vendors and Associations, and our affiliates, agents, and business partners. We may also disclose aggregated user statistics to describe the Services to current and prospective business partners and to other third parties for other lawful purposes.

Onward Transfer to Third Parties

• Like many businesses, we hire other companies to perform certain business-related services. We may disclose personal information to certain types of third party companies but only to the extent needed to enable them to provide such services. The types of companies that may receive personal information and their functions are: hosting services, technical assistance, database management/back-up services, use analytics, email marketing platforms, and customer service.
  
• As a Buyer, we may share your personal information with Vendors when you access, or make a purchase in, their Store.
  
• We may share your information with Vendors and Associations for marketing and promotional purposes.
  
• We may also disclose personal information to our parent companies, subsidiaries, affiliates, joint ventures, or other companies under common control to support the marketing and sale the Services.

Business Transfers

In the event of a merger, dissolution, reorganization or similar corporate event, or the sale of all or substantially all of our assets, we expect that the information that we have collected, including personal information, would be transferred to the surviving entity in a merger or the acquiring entity. All such transfers shall be subject to our commitments with respect to the privacy and confidentiality of such personal information as set forth in this Privacy Policy. This policy shall be binding upon Shopvillages and its legal successors in interest.

Disclosure to Public Authorities

We are required to disclose personal information in response to lawful requests by public authorities, including for the purpose of meeting national security or law enforcement requirements. We may also disclose personal information to other third parties when compelled to do so by government authorities or required by law or regulation including, but not limited to, in response to court orders and subpoenas. 

OPT-OUT FOR DIRECT MARKETING; EMAIL MANAGEMENT

You may opt out at any time from the use of your personal information for direct marketing purposes by emailing the instructions to info@shopvillages.com or by clicking on the “Unsubscribe” link located on the bottom of any Shopvillages marketing email and following the instructions found on the page to which the link takes you. Please allow us a reasonable time to process your request. You cannot opt out of receiving transactional e-mails related to the Services.

HOW WE PROTECT YOUR INFORMATION

Shopvillages takes very seriously the security and privacy of the personal information that it collects pursuant to this Privacy Policy. Accordingly, we implement reasonable security measures designed to protect your personal information from loss, misuse and unauthorized access, disclosure, alteration and destruction, taking into account the risks involved in processing and the nature of such data, and to comply with applicable laws and regulations.  Please understand, however, that no security system is impenetrable.  We cannot guarantee the security of our databases or the databases of the third parties with which we may share your information (as permitted herein), nor can we guarantee that the information you supply will not be intercepted while being transmitted over the Internet.  In particular, e-mail sent to us may not be secure, and you should therefore take special care in deciding what information you send to us via e-mail.

CHILDREN

We do not knowingly collect personal information from children under the age of 13 through the Services. If you are under 13, please do not give us any personal information.  We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce our Privacy Policy by instructing their children to never provide personal information without their permission.  If you have reason to believe that a child under the age of 13 has provided personal information to us, please contact us at info@shopvillages.com, and we will endeavor to delete that information from our databases.

IMPORTANT NOTICE TO ALL NON-US RESIDENTS

Our servers are located in the US and elsewhere.  Please be aware that your information may be transferred to, processed, maintained, and used on computers, servers, and systems located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your country of origin.  If you are located outside the United States and choose to use the Services, you do so at your own risk.

CALIFORNIA PRIVACY RIGHTS

Pursuant to Section 1798.83 of the California Civil Code, residents of California have the right to obtain certain information about the types of personal information that companies with whom they have an established business relationship (and that are not otherwise exempt) have shared with third parties for direct marketing purposes during the preceding calendar year, including the names and addresses of those third parties, and examples of the types of services or products marketed by those third parties. If you wish to submit a request pursuant to Section 1798.83, please contact Shopvillages via email at info@shopvillages.com.

DO NOT TRACK

Shopvillages does not respond to “Do Not Track” settings or other related mechanisms at this time.

NEVADA PRIVACY RIGHTS

If you are a resident of Nevada, you have the right to opt-out of the sale of certain personal information to third parties who intend to license or sell that personal information. You can exercise this right by contacting us at info@shopvillages.com with the subject line “Nevada Do Not Sell Request” and providing us with your name and the email address associated with your account. Please note that we do not currently sell your personal information as sales are defined in Nevada Revised Statutes Chapter 603A.

LINKS TO EXTERNAL WEBSITES

The Services may contain links to third-party websites (“External Sites”). Shopvillages has no control over the privacy practices or the content of any such External Sites.  As such, we are not responsible for the content or the privacy policies of such External Sites. You should check the applicable privacy policy and Terms of Service when visiting any such External Sites.

CHANGES TO THIS PRIVACY POLICY

This Privacy Policy is effective as of the last updated date stated at the top of this Privacy Policy.  We may change this Privacy Policy from time to time with or without notice to you. By accessing the Services after we make any such changes to this Privacy Policy, you are deemed to have accepted such changes.  Please be aware that, to the extent permitted by applicable law, our use of the information collected is governed by the Privacy Policy in effect at the time we collect the information.  Please refer back to this Privacy Policy on a regular basis.

HOW TO CONTACT US

If you have questions about this Privacy Policy, please e-mail us at info@shopvillages.com with “Privacy Policy” in the subject line.