Shop O
Clock.com Service Agreement
This agreement contains the rules and obligations agreed to by You ("MERCHANT") and the operators of Shop O Clock.com, Snowcone Development, Inc. ("SNOWCONE") in regards to your use of the Shop O Clock.com website. By using the Shop O Clock.com website you indicate your acceptance of these terms.
1. Description of Service
1.1 Website
a.
SNOWCONE promises to provide MERCHANT with access to a website
("WEBSITE") that can display MERCHANT'S goods and
collect customer billing information.
b. The
WEBSITE will allow MERCHANT to display MERCHANT'S logo and
will exclusively display MERCHANT'S product data on search
results returned by the WEBSITE.
c. The
WEBSITE will be capable of processing customer credit card
information and provide MERCHANT with an interface to view
customer billing and shipping information.
1.2 Fees and Delivery of Revenue
a.
SNOWCONE promises to deliver the revenue from monthly sales,
minus SNOWCONE'S FEE, to MERCHANT by the 20th of the following
month by check or by directly deposit into MERCHANT'S bank
account. The single exception is that SNOWCONE may withhold
payment on the first transaction until verifying that the
customer receives the ordered merchandise.
b.
SNOWCONE'S FEE is 5% of revenue. Merchant may opt to upgrade
to "Snowcone Prime" at any time.
c.
SNOWCONE will keep all revenues on deposit at SNOWCONE'S bank
until delivered to MERCHANT.
d. If merchant uses SNOWCONE'S merchant account for processing credit card fees, the credit card fees will also be withheld from revenues (normally between 2% and 3% subject to section 2.3 and section 8).
d. If merchant uses SNOWCONE'S merchant account for processing credit card fees, the credit card fees will also be withheld from revenues (normally between 2% and 3% subject to section 2.3 and section 8).
1.3 Advertising & Consulting (Snowcone Prime)
a.
SNOWCONE may design and execute an Advertising campaign
focused on MERCHANT'S goods if MERCHANT elects to subscribe
to "Snowcone Prime" and a 15% commission rate.
b. MERCHANT may elect to upgrade to "Snowcone Prime" at any time by contacting support.
c. Due to the large amounts of resources invested into our Snowcone Prime members at no upfront cost, MERCHANT must pay a fee to return to a base commission rate of 5%. The fee will be based on the number of hours spent developing MERCHANT'S brand online.
2. MERCHANT'S Obligations
and Standard of Responsibility
2.1 Data Entry & Maintenance
2.2 Order Processing
2.1 Data Entry & Maintenance
a.
MERCHANT is responsible for entering complete data for any
product they wish to list on WEBSITE.
b.
MERCHANT is responsible for keeping the data current and
accurate for the products they intend to sell through WEBSITE.
2.2 Order Processing
a. Timeliness
1.
MERCHANT agrees to check for orders daily through the WEBSITE
or by other arrangements made to deliver orders to MERCHANT.
2.
MERCHANT agrees to ship all orders within 2 business days of
order placement; if unable to ship on time, MERCHANT will
notify the customer through the WEBSITE.
3.
For orders where the customer selects next day shipping,
MERCHANT agrees to ship the same day if the order was
received before 12 PM (MERCHANT'S time zone) or by the next
day if the order was received after 12PM.
b. Accuracy
MERCHANT
agrees to safely and properly package the exact goods ordered
by the customer.
c.
Shipping Costs
While
SNOWCONE will collect estimated shipping costs from the
customer, shipping costs are MERCHANT'S responsibility.
2.3 Costs of Operation, Including Error
All costs resulting from the operation of WEBSITE are the responsibility of MERCHANT. Examples include, but are not limited to, costs resulting from Credit Card fees, failure to properly manage product data, shippping costs, and taxes.
2.4 Terms of Use Policy
MERCHANT agrees to adopt the Terms of Use Policy as posted on WEBSITE to govern transactions between MERCHANT and customers arising from WEBSITE. MERCHANT understands that SNOWCONE may change the policy from time to time.
2.5 Respect for Copyrights
MERCHANT agrees to ensure that they own copyrights or have permission from copyright holders to use all data they upload to WEBSITE and MERCHANT agrees to indemnify SNOWCONE of all liability that may arise from copyright infringment.
3. Additional Terms and Restrictions
3.1 Ownership of Software
SNOWCONE shall at all times retain ownership of all software developed by SNOWCONE; this includes software developed to meet SNOWCONE'S obligations under this agreement. This agreement is NOT a sale of software.
3.2 Ownership of Data
SNOWCONE shall at all times retain ownership of all data in SNOWCONE'S database. Upon request by MERCHANT, SNOWCONE is obligated to provide MERCHANT with a copy of stored data that MERCHANT or MERCHANT'S employees enter into SNOWCONE'S database.
3.3 Display of Data
a. SNOWCONE may add or remove any content from WEBSITE at SNOWCONE'S discretion. If WEBSITE'S content appears to be erroneous, offensive, or deficient in any manner, SNOWCONE may remove the content and consult with MERCHANT about returning the content to WEBSITE.
b. SNOWCONE may use content from WEBSITE on other websites operated by SNOWCONE for the purposes of generating sales for MERCHANT.
3.4 Nature of Transactions
All transactions processed through WEBSITE represent a contract for the sale of goods or services between MERCHANT and the customer, the terms of which are governed by the Terms of Use posted on WEBSITE at the time of the transaction.
3.5 Product Restrictions
Because of image and liability issues, SNOWCONE reserves the right to prevent the listing of certain types of products. Examples of products we will not allow to be listed include firearms, hazardous substances, pornography, and contraband. Contact support to learn if your goods are acceptable for listing.
4. Breach
Both parties agree that any breach of this agreement by the other party, however material, is grounds to discontinue performance under sections 1 and 2.
5. Choice of Law & Forum
This agreement is governed by Arizona Law; additionally both parties agree to resolve any dispute arising from this agreement in Arizona Courts.
6. Termination
6.1 Termination by Merchant
Merchant may terminate the relationship at any time by notifying Shop O Clock.com support with their request to deactivate their store.
6.2 Termination by Snowcone
Snowcone may terminate the relationship with merchant under the following circumstances:
Merchant repeatedly fails to fulfill orders, and efforts to fix the problem are not remedied.
Merchant posts offensive data to website, including sexist, racist, or other offensive material.
Merchant breaches their duties and obligations outlined in section 2.
6.1 Termination by Merchant
Merchant may terminate the relationship at any time by notifying Shop O Clock.com support with their request to deactivate their store.
6.2 Termination by Snowcone
Snowcone may terminate the relationship with merchant under the following circumstances:
Merchant repeatedly fails to fulfill orders, and efforts to fix the problem are not remedied.
Merchant posts offensive data to website, including sexist, racist, or other offensive material.
Merchant breaches their duties and obligations outlined in section 2.
6.3 Disposition of Data Upon Termination
Upon termination data entered by
merchant will be deleted from Shop O Clock's database within a
reasonable time.
If merchant chooses, the data will not be deleted and both parties will retain ownwership of copies of the data. Shop O Clock will provide a copy of basic data in a comma seperated text file (not including product variant data) and pictures will be delivered in a zip file.
6.4 Clauses Surviving Termination
Sections 3, 4, 5, 6, and 7 will be enforced beyond termination, regardless if termination results from breach by either party.
If merchant chooses, the data will not be deleted and both parties will retain ownwership of copies of the data. Shop O Clock will provide a copy of basic data in a comma seperated text file (not including product variant data) and pictures will be delivered in a zip file.
6.4 Clauses Surviving Termination
Sections 3, 4, 5, 6, and 7 will be enforced beyond termination, regardless if termination results from breach by either party.
7. Indemnity
MERCHANT, and its permitted assignees, if any, agrees to hold SNOWCONE, and its directors, officers, employees, and agents, harmless from any and all liability and claims which may arise out of or in connection with the WEBSITE. This includes, but is not limited to, claims arising out of website performance, design, malfunction, data-loss, and lost-sales.
8. Increased Costs
Shop O Clock is proud to offer some of the most competitive rates for ecommerce services available. However as the costs to provide these services can increase unpredictably, we may be forced to increase our commission rate.
Reasons the commission rate may be increased are an increase in the credit card processing discount rate, regulatory changes and derivitive compliance costs, and changes in the cost of bandwidth. The reasons for any change in the commission rate will be fully disclosed.
9. Waiver of Warranty
This website is provided "as is" only. THERE ARE NO IMPLIED OR EXPRESS WARRANTIES MADE ON THIS WEBSITE OR THE INFORMATION ON THE WEBSITE.
Snowcone makes no guarantee that the website will be available at all times, or that the website will display and process data without errors.
10. Severability
If any of these terms are held invalid, the remaining terms are intended to be enforced.