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SellStrap Platform Seller Terms of Use

Last Updated: May 24, 2017

THE TERMS OF USE INCLUDE A CLASS ACTION WAIVER

The following terms of use (the “Terms of Use”) govern your access to and use of
(1) the SellStrap website located at http://www.sellstrap.com and https://www.sellstrap.com (the “Website”),
(2) the SellStrap online platform facilitating the matching of selling entities (person(s), agencies, or the like thereof) offering to be affiliate sellers of the products and/or services of another company (each, a “Seller”) and Job Offer Initiators (as defined below), and
(3) all other services provided by SellStrap, as described on the Website (collectively, the “Platform”). These Terms of Use form an agreement between SellStrap Incorporated (“SellStrap”, “SellStrap Inc.”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity visiting the Platform, browsing or otherwise using the Platform, or communicating with individuals or businesses registered with SellStrap (each, a “Job Offer Initiator”, “Seller Initiator”, “Employer”, “Company Initiator”, or “Seller/Company Initiator” or vice versa) for the purpose of providing business relationships or opportunities (each, a “Job Offer”). By accessing and using (the term “use” when used herein in respect of the Platform shall mean access or use, and “using” shall have a corresponding meaning) the Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Platform. If you are accessing or using the Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.

The Platform is provided solely (the “Permitted Use”) to:
(1) assist you in gathering information about the various types of Job Offers and Job Offer Initiators available on the Platform, including profiles, price ranges, and Job Offer descriptions (each, a “Company Initiator Profile” and “Seller Initiator Profile”);
(2) enable you to post information regarding yourself and to respond to any Job Offer opportunities;
(3) post reviews of Job Offer Initiators;
(4) facilitate communication with Job Offer initiators with the objective of entering into a Job Offer Agreement (“Job Offer Agreement” is an agreement referred to the legal documents that bind the two (2) parties to a working relationship, this document is the sole responsibility of the Job Offer Initiators and Sellers, and SellStrap is held from any liabilities or claims of wrong doings for any issues that arise because of these contracts and working relationships) ; and
(5) facilitate the transmission of payments from the Job Offer Initiators to you under a Job Offer Agreement (“Platform Services”).

Changes to these Terms of Use and Platform

Except where prohibited by applicable law, SellStrap reserves the right to change these Terms of Use at any time without notice. Your continued access to or use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to reviews these Terms of Use regularly.

SellStrap reserves the right to change any information, material or content (including, but not limited to, price, features, availability of Job Offer Initiator Profiles, types of jobs, and reviews of Jobs and Job Offer Initiators) contained on or provided through the Platform (the “Content”) at any time, and from time to time, without notice.

Use of the Platform

As a condition of your use of the Platform, you warrant that:
(a) you have reached the age of majority in your jurisdiction of residence;
(b) you possess the legal authority to create a binding legal obligation;
(c) you shall use the Platform in accordance with these Terms of Use; and
(d) all information supplied by you on the Platform is true, accurate, current and complete.

SellStrap retains the right, at its sole discretion, to deny access to anyone to the Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You shall cease and desist from any such access or use immediately upon request by SellStrap.

License Grants

Subject to these Terms of Use, SellStrap grants you a personal, revocable, non-exclusive and non-transferable license during the Term to permit you to access and use the Platform in accordance with these Terms of Use.

Subject to these Terms of Use, you grant to SellStrap a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicense to access, collect, store and use any data, information, records and files that
(1) you load, transmit to or enter into the Platform, or
(2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Platform Services, (B) complying with applicable law, and (C) SellStrap’s reasonable audit and data retention policies.

User Account

You will be required to successfully sign up for a user account (the “User Account”) using the available interfaces at the Platform and be issued with a username and password login credentials by SellStrap (“User ID”) in order to use the Platform and communicate with Job Offer Initiators through the Platform. If you are issued with a User ID, you shall keep your User ID secure and shall not share your User ID with anyone else, and you shall not collect or harvest any personal data of any other user of SellStrap, including account names. SellStrap reserves the right to disable any User Account issued to you at any time in SellStrap’s sole discretion. If SellStrap disables access to a User Account issued to you, you may be prevented from accessing SellStrap, your account details or any Jobs that are associated with your account.

Term and Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@sellstrap.com . Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. Furthermore, any Job Agreement shall be subject to the cancellation and payment provisions as specified in such Job Agreement.

Job Offer Agreements with Job Offer Initiators

The Platform permits you to view the Job Offer Initiator Profiles of Job Offer Initiators who have registered on our Platform and have chosen to allow you to view their Job Offer Initiator Profiles. If a Job Offer Initiator selects you for a Job through the Platform, you may separately enter into an agreement with that Job Offer Initiator on such terms and conditions as may be agreed to between you and that Job Offer Initiator (“Job Offer Agreement”). For example, the Job Offer Agreement may contain
(a) a description of the services you will provide to the Job Offer Initiator,
(b) payment terms, and
(c) any other terms and conditions as communicated between you and the Job Offer Initiator through this Platform or otherwise. You understand that you are performing services for the Job Offer Initiator, and not SellStrap, and that SellStrap is not a party to and will be in no way responsible for the performance of either you or the Job Offer Initiator under any Job Offer Agreement, except for facilitating the transmission of payment from the Job Offer Initiator to you on their instructions in accordance with these Terms of Use. You further understand and agree that any content submitted through the Platform pursuant to a Job Offer Agreement and accepted by a Job Offer Initiator shall remain publicly accessible through your social media account(s) (as specified in the Job Offer Agreement) for a minimum of six (6) months, or such greater term as specified in the Job Offer Agreement. SellStrap does not make any representations or warranties of any kind in respect of a Job Offer Initiator or a Job Offer Agreement. You also agree to act in good faith when negotiating and performing your obligations under each Job Offer Agreement.

If you enter into a Job Offer Agreement other than through the use of the Platform, you will notify SellStrap within seven (7) days of the date of such Job Offer Agreement.

Any Job Offer Agreement may be terminated by you within 72 hours without fee or penalty. Thereafter the termination of any Job Offer Agreement will result in a fee provided that if any Seller has delivered any sales pursuant to the Job Offer Agreement, you will be charged an amount equal to one hundred percent (100%) of such Seller’s completed sales, plus any and all (100%) compensation for the hours worked by Seller if hired on a direct pay, full-time or part-time basis. The only way this will be void is if your Job Offer Agreement states otherwise, and therefore all disputes will be taken up and directed to the court of law as the Job Offer Initiator and Seller see fit, as SellStrap will not be held accountable or as mediator of such legal disputes.

Fees and Payment

We do not charge a fee to open an Account. However, we charge service fees ("Service Fee") in association with certain features of the Services.

Campaign Service Fees

We apply Service Fees to all Campaigns. When the Company pays the Seller, a 10% commission fee (Campaign Service Fee) is automatically deducted from that specific transaction using our Payment Merchant (PayPal). Seller profiles shall pay SellStrap a fee equal to ten percent (10%) of the amounts payable to you in connection with each Job Offer Agreement from Job Offer Initiator/Company. If you make any payment in connection with a Job Offer Agreement other than through the Platform or SellStrap, you shall pay SellStrap the fee within fifteen (15) days of such payment. You will pay SellStrap the Fee even if the Company facilitates the payment outside of the SellStrap Platform.

SellStrap may facilitate the transmission of payments from the Company to the Seller in connection with a Job Offer Agreement (“Facilitated Payment”). You hereby authorize SellStrap to deduct the Fee from any such Facilitated Payment prior to transferring the remaining funds to the Seller on your instructions. SellStrap is not your trustee or fiduciary in respect of any Facilitated Payments or any Job Offer Agreements. SellStrap reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if SellStrap determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if SellStrap is required to cooperate with law enforcement.

Currency

All amounts listed on the Website refer to and are payable in U.S. dollars, unless discussed otherwise by the interested parties/clients (Seller and Company) in which you can make the appropriate adjustments in PayPal. We are not responsible for currency fluctuations or for the currency exchange rates used by our or your payment processors.

Taxes

You are responsible for determining whether applicable income or other taxes apply to services conducted pursuant to a Campaign and to collect, report, and remit the correct tax to the appropriate tax authority.

Third Party Charges

The Payment Merchant (PayPal) being used by SellStrap may also charge a fee for the transaction separately from SellStrap’s 10% commission. Please refer to their Policy for more information.

PAYPAL ACCEPTABLE USE POLICY

You are independently responsible for complying with all applicable laws in all of your actions related to your use of PayPal's services, regardless of the purpose of the use. In addition, you must adhere to the terms of this Acceptable Use Policy.

Prohibited Activities

1. Violate any law, statute, ordinance or regulation.

2. relate to transactions involving
(a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety,
(b) drug paraphernalia,
(c) cigarettes,
(d) items that encourage, promote, facilitate or instruct others to engage in illegal activity,
(e) stolen goods including digital and virtual goods,
(f) the promotion of hate, violence, racial intolerance or the financial exploitation of a crime,
(g) items that are considered obscene,
(h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction,
(i) certain sexually oriented materials or services,
(j) ammunition, firearms, or certain firearm parts or accessories, or
(k) certain weapons or knives regulated under applicable law.

3. relate to transactions that
(a) show the personal information of third parties in violation of applicable law,
(b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs,
(c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card,
(d) are for the sale of certain items before the seller has control or possession of the item,
(e) are by payment processors to collect payments on behalf of merchants,
(f) are associated with the sale of traveler’s checks or money orders,
(g) involve currency exchanges or check cashing businesses,
(h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or
(i) involve offering or receiving payments for the purpose of bribery or corruption.

4. involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.

Activities Requiring Approval

PayPal requires pre-approval to accept payments for certain services as detailed in the chart below.

Service Requiring Pre-Approval Contact Information
Airlines and scheduled or non-scheduled charters/jets/air taxi operators; collecting donations as a charity or non-profit organization; dealing in jewels, precious metals and stones; acting as a money transmitter or selling stored value cards; selling stocks, bonds, securities, options, futures (forex) or an investment interest in any entity or property; or providing escrow services. Please send contact information, business website URL and a brief business summary to compliance@paypal.com
Providing file sharing services or access to newsgroups; or selling alcoholic beverages, non-cigarette tobacco products, e-cigarettes or prescription drugs/devices. Please send contact information, business website URL and brief business summary to aup@paypal.com
Activities involving gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, fantasy sports, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not legally defined as gambling) and sweepstakes, if the operator and customers are located exclusively in jurisdictions where such activities are permitted by law. Please send contact information, business website URL and brief business summary to aup@paypal.com

More Information

To learn more about the Acceptable Use Policy, please refer to our Help Center.

Violations of the Acceptable Use Policy

We encourage you to report violations of this Acceptable Use Policy to PayPal immediately. If you have a question about whether a type of transaction may violate the Acceptable Use Policy, you can email PayPal's AUP Compliance Department at: aupviolations@paypal.com.

For more information on Pay Pal’s Acceptable use policy please visit: https://www.paypal.com/en/webapps/mpp/ua/acceptableuse-full

Facilitating Payments Withholding Consent

If SellStrap facilitates the transmission of any payments from the Company initiator or other Seller initiator to you in connection with a Job Offer (each, a “Facilitated Payment”), SellStrap may in its sole discretion withhold from any such Facilitated Payment any amounts that are payable to SellStrap by the applicable Company initiator or Seller initiator in Connection with that Job Offer Agreement. SellStrap is not your trustee or fiduciary in respect of any Facilitated Payments or any Job Agreements. SellStrap reserves the right, at it’s sole discretion, to place a hold on a Facilitated Payment, if SellStrap determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if SellStrap is required to cooperate with law enforcement.

Six Month Exclusivity

For a period of six (6) months commencing on the later of:
(i) the date when you last communicated with a Job Offer Initiator in respect of a Job Offer, whether through the Platform or otherwise, and
(ii) the execution date of a Job Offer entered into with a Job Offer initiator (the “Commencement Date”), neither you nor your agents or affiliates will enter into an agreement directly or indirectly with such Job Offer Initiator for the creation of any promotional media content, subject to the following exemptions:

The agreement you are entering into with the Job Offer initiator is a Job Offer Agreement, in respect of which SellStrap will receive a fee as provided thereunder; or

You were engaged in good-faith negotiations with the Job Offer initiator for the creation of that business relationship on or before the Commencement Date; or

You are renewing a pre-existing agreement with the Job Offer initiator that expired after the Commencement Date.

Reviews and Comments

By submitting content to the Platform or SellStrap, including any Job Offer initiator reviews, content, questions, comments, suggestions, ideas or similar information (collectively, “Submissions”), you grant SellStrap and it’s affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to
(a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and
(b) use the name that you submit in connection with such Submission. You acknowledge that SellStrap may choose, but is not required, to provide attribution of your Submissions (for example, listing your name and city on a Job Offer initiator review that you submit) at our discretion, and that such submissions may be shared with Job Offer initiator and others using our Platform. You further grant SellStrap the right to pursue at law any person or entity that violates your or SellStrap’s rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that Submissions are non-confidential and non-proprietary.

SellStrap takes no responsibility and assumed no liability for any Submissions posted or submitted by you. SellStrap has no obligation to post your Submissions and reserves the right, in it’s absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these terms, please do not provide with any Submissions.

You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. You acknowledge that SellStrap may exercise it’s rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

Ownership

All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the platform, are owned or licensed by SellStrap and are protected by copyright, trade-mark and other intellectual property laws.

SellStrap expressly reserves all rights in the Platform and all materials provided by SellStrap in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all rights, title and interest in the Platform, all materials provided by SellStrap in connection with these Terms of Use (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with SellStrap (or third party suppliers, if applicable), and that the Platform and all materials provided by SellStrap hereunder are licensed and not “sold” to you.

All contents of the SellStrap website are: © 2017 SellStrap Inc.

Privacy Policy

Please visit http://sellstrap.com/privacy-policy.html to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use: Privacy Policy

Please note that Job Offer Initiators may have additional privacy policies or statement that govern their practices in collecting, storing, using and disclosing your personal information. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to SellStrap that you have familiarized yourself and agree with those privacy policies or statements imposed by any Job Offer Initiators with whom you elect to deal through the Platform.

No Unlawful or Prohibited Use

You shall not, without SellStrap’s prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:

(a) “frame”, “mirror” or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website;

(b) access, monitor or copy any part of the Platform or the Content or any part thereof on any commercial or non-commercial website;

(c) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;

(d) take any action that imposes, or may impose, in SellStrap’s discretion an unreasonable or disproportionately large load on the Platform;

(e) deep-link to any portion of the Platform for any purpose;

(f) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Job Offer, the Platform or the Content;

(g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any Job Offers, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Job Offer;

(h) use the Platform or any Job Offer or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by an applicable Job Offer Agreement and only in the exact manner specified and enabled by therein;

(i) attempt to assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;

(j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the Platform or the Content;

(k) create derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content;

(l) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party;

(m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations (including but not limited to criminal laws and FTC regulations), in each case as determined by SellStrap in its sole discretion;

(n) (n) post, upload, publish, submit or transmit any Content that:

a. infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

b. violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

c. is fraudulent, false, misleading or deceptive;

d. is defamatory, obscene, pornographic, vulgar or offensive;

e. promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

f. is violent or threatening or promotes violence or actions that threatening to any person or entity; or

g. promotes illegal or harmful activities or substances.

You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform. You acknowledge that SellStrap may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

Clear and Prominent Disclosure of Material Connections and Job Position With Job Offer Initiator

You are required to follow the Federal Trade Commission’s Endorsement Guides. In the event a Job Offer Initiator engages you for a Job, you understand and agree that you are required to clearly and conspicuously disclose any material connection between you and the Job Offer Initiator. Material connections include, but are not necessarily limited to, the Job Offer Initiator providing you with something of value, such as free products or services.

As a Seller, it is your responsibility to understand and abide by the requirement imposed on you by the FTC and ensure that a clear and conspicuous disclosure is made each and every time you create content for a Job Offer.

More over, it is also the Seller’s responsibility to understand the type of Job they are agreeing to as most commission based jobs are independent contractor jobs, meaning the Seller is not an official staff member of the Job Offer Initiator unless said otherwise in the Job Offer Agreement. It is the Seller’s responsibility to know the pros and cons of such a position to ensure they are protected and not taken advantage of in a professional manner.

If SellStrap learns of Jobs you do that do not, in our sole discretion, abide by the FTC endorsement disclosure guides, we may require you to add appropriate disclosures, and we may require you to suspend the Job until such disclosures are added. Repeated failure to include appropriate disclosures in your Jobs, or our failure to add disclosures upon request by SellStrap, may result in termination of your account.

Third Party Websites

The Platform may provide links to third party websites. SellStrap does not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under SellStrap’s control, and if you choose to access any such website, you do so entirely at your own risk.

SellStrap may enable you to link your User Account with a valid account on a third party social networking, email or content service such as LinkedIn, Facebook, Twitter, or Instagram, (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing SellStrap to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to SellStrap and/or grant SellStrap access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating SellStrap to pay any fees or making SellStrap subject to any usage limitations imposed by such third-party service providers.

By granting SellStrap access to any Third-Party Accounts, you understand that SellStrap may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible (“Content”) that you have provided to and/or stored in your Third-Party Account (“TPS Content” or “Third Party Service Content”) so that it is available on and through the SellStrap Platform via your User Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your User Account on the SellStrap Platform. You hereby authorize SellStrap to retrieve information from, and submit information to, such Third-Party Accounts or associated service becomes unavailable or SellStrap’s access to such Third-Party Account is terminated by the third-party service provider, then TPS Content will no longer be available on and through the SellStrap Materials. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section. In most cases, we do not actually store the entirety of your TPS content, but instead we collect and store the metadata associated with such TPS Content. You hereby authorized such collection and storage.

LINKING

The Website might offer you links to other sites on the Internet that are owned and operated by third parties and therefore not affiliated with us. Please understand that such linked websites are independent from SellStrap, and SellStrap has no control over the content of such websites. Consequently, Letterboxed cannot be held liable for and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained on such websites. Such websites may be governed by terms and conditions different from those applicable to our Services, and we encourage you to review the terms and privacy policies of those third parties before using their websites.

The links which we might place on our Website do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

Relationship with Third-Party Services

Please note that your relationship with the third-party service providers associated with your third-party account is governed solely by your agreement(s) with such third-party service providers, and sellstrap disclaims any liability for personally identifiable information that may be provided to it by such third-party service providers in violation of the privacy settings that you have set in such third-party accounts. SellStrap makes no effort to review any TPS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and SellStrap is not responsible for any TPS Content. You should note that a Third-Party Service may change or amend it guidelines and our access to it at any time, and we cannot guarantee that our Services will always include a connection to such Third Party Service.

We may hire other companies to perform certain business related functions such as processing payment on our behalf. Our payment process partner may request that you provide certain personal data (e.g., a valid government issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with you regarding any issues with a payment. Any information provided to our third party will be confidential and only be used for intended purposes.

SellStrap does not verify the information in Seller and Company profiles and does not represent or warrant that the information in these profiles is accurate.

Viruses

The downloading and viewing of Content is done at your own risk. SellStrap cannot and does not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, shall be free of viruses, worms, Trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible from implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.

Communications Not Confidential

SellStrap does not guarantee the confidentiality of any communications made by you through the Platform. Although SellStrap generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform, you understand, agree and acknowledge the SellStrap cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform or any Job Offers.

DISCLAIMER AND LIMITATION OF LIABILITY

The platform and the content are provided “as is” without warranty or condition of any kind. Use of the platform or the content is at your own risk. Sellstrap does not make any representations, warranties or conditions aout the quality, accuracy, reliability, completeness, currency, or timeliness of the platform or the content. The platform and the content may include errors, omissions and inaccuracies, including, without limitation, pricing errors. Sellstrap does not assume any responsibility for any errors, omissions or inaccuracies in the platform or the content. In addition, sellstrap expressly reserves the right to correct any pricing errors on the platform.

Business and job reviews displayed on the site are intended as only general guidelines, and sellstrap does not guarantee the accuracy of the reviews. Sellstrap make no guarantees about the availability of specific businesses, job offers or types of jobs.

To the fullest extent permitted by law, sellstrap disclaims all warranties, representations and conditions of any kind with respect to the platform and the content whether express, implied, statutory or collateral, including, without limitation, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement or that the platform or the content are or will be error-free or will operate without interruption. In no event will sellstrap be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including, without limitation, direct, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities), whether or not sellstrap is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the platform or the content or any campaign agreement.

Businesses engaging your services through the platform are independent organizations and not contractors, agents or employees of sellstrap. Sellstrap is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any businesses or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever related to any campaigns or campaign agreements.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. To the extent that the foregoing limitation does not apply, in no event will the total aggregate liability of sellstrap in connection with or under these terms of use, including from a job offer agreement, or your use of, or inability to make use of, the platform or the content, or for any other claim related in any way to a job offer agreement, or your use of, or inability to make use of, the platform or the content exceed one hundred dollars ($100) or the equivalent in local currency. For greater certainty, the existence of one or more claims under these terms of use will not increase the maximum liability amount.

The limitations above reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

Limitations Period

You and sellstrap agree that any cause of action arising out of or related to these terms, the sellstrap website/application, the services or the job offers must commence within one (1) year after the cause of action accrues. Otherwise such cause of action is permanently barred.

Indemnification

You shall defend, indemnify and hold harmless SellStrap and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:
(a) your breach of any of your warranties, representations or obligations under these Terms of Use or any documents reference herein;
(b) your violation of any law (including without limitation any FTC requirements or guidelines) or the rights of a third party (including, without limitation, intellectual property rights);
(c) your use of the Platform;
(d) breach of or failure to perform under any Job Offer Agreement by you or by any third party acting on your behalf or with your permission; or
(e) the use of any media content created by you, Job Offer initiators or by any third party acting on your behalf or with your permission.

Geographic Application of the Platform

Not all of the Sellers, Jobs, Companies and services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

Governing Law

These Terms of Use and any action related thereto shall be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions. These laws apply to your access to or use of the Platform or the Content, notwithstanding your domicile, residency or physical location. The Platform and the Content are intended for use only in jurisdictions where they may lawfully be offered for use. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of the province and federal courts located in Toronto, Ontario in all disputes arising out of or relating to the use of the Platform or the Content.

Entire Agreement, Waiver and Severability

These Terms of Use constitute the entire agreement between SellStrap and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and SellStrap with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

SellStrap’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provisions or right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SellStrap. Except as expressly set forth in the Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

If any of the provisions contained in these Terms of Use conflict with the terms of another agreement between the parties (such as the terms of a Job Agreement in respect of a Job), then these Terms of Use shall prevail; provided that, if you are also a Job Offer Initiator registered on the Platform, the terms of use applicable to Job Offer Initiators will govern your relationship with SellStrap in that respect.

It is the express wish of the parties that these Terms of Use and all related documents will be drawn up in English.

International Provisions

The following provisions shall apply only if you are located in the countries listed below.

United Kingdom. A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

Germany. Notwithstanding anything to the contrary herein SellStrap is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are cause by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).

SellStrap Platform Company and/or Job Offer Initiator/Employer Terms of Use

Last Updated: September 27, 2016

THE TERMS OF USE INCLUDE A CLASS ACTION WAIVER

The following terms of use (the “Terms of Use”) govern your access to and use of
(1) the SellStrap website located at http://www.sellstrap.com andhttps://www.sellstrap.com (the “Website”),
(2) the SellStrap online platform facilitating the matching of selling entities (person(s), agencies, or the like thereof) offering to be affiliate sellers of the products and/or services of another company (each, a “Seller”) and Job Offer Initiators (as defined below), and (3) all other services provided by SellStrap, as described on the Website (collectively, the “Platform”). These Terms of Use form an agreement between SellStrap Incorporated (“SellStrap”, “SellStrap Inc.”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity visiting the Platform, browsing or otherwise using the Platform, or communicating with individuals or businesses registered with SellStrap (each, a “Job Offer Initiator”, “Seller Initiator”, “Employer”, “Company Initiator”, or “Seller”) for the purpose of providing business relationships or opportunities (each, a “Job Offer”). By accessing and using (the term “use” when used herein in respect of the Platform shall mean access or use, and “using” shall have a corresponding meaning) the Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Platform. If you are accessing or using the Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.

The Platform is provided solely (the “Permitted Use”) to:
(1) assist you in gathering information about the various types of Job Offers and Sellers available on the Platform, including profiles, price ranges, and Job Offer descriptions (each, a “Company Initiator Profile” and “Seller Initiator Profile”);
(2) enable you to post information regarding yourself and to respond to any Job Offer opportunities;
(3) post reviews of Sellers;
(4) facilitate communication with Sellers with the objective of entering into a Job Offer Agreement (“Job Offer Agreement” is an agreement referred to the legal documents that bind the two (2) parties to a working relationship, this document is the sole responsibility of the Job Offer Initiators and Sellers, and SellStrap is held from any liabilities or claims of wrong doings for any issues that arise because of these contracts and working relationships) ; and
(5) facilitate the transmission of payments from the Job Offer Initiators to Seller under a Job Offer Agreement (“Platform Services”).

Changes to these Terms of Use and Platform

Except where prohibited by applicable law, SellStrap reserves the right to change these Terms of Use at any time without notice. Your continued access to or use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to reviews these Terms of Use regularly. SellStrap reserves the right to change any information, material or content (including, but not limited to, price, features, availability of Seller Profiles, types of jobs, and reviews of Jobs and Sellers) contained on or provided through the Platform (the “Content”) at any time, and from time to time, without notice.

Use of the Platform

As a condition of your use of the Platform, you warrant that:
(a) you have reached the age of majority in your jurisdiction of residence;
(b) you possess the legal authority to create a binding legal obligation;
(c) you shall use the Platform in accordance with these Terms of Use; and
(d) all information supplied by you on the Platform is true, accurate, current and complete.

SellStrap retains the right, at its sole discretion, to deny access to anyone to the Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You shall cease and desist from any such access or use immediately upon request by SellStrap.

License Grants

Subject to these Terms of Use, SellStrap grants you a personal, revocable, non-exclusive and non-transferable license during the Term to permit you to access and use the Platform in accordance with these Terms of Use.

Subject to these Terms of Use, you grant to SellStrap a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicense to access, collect, store and use any data, information, records and files that
(1) you load, transmit to or enter into the Platform, or
(2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of:
(A) providing the Platform Services,
(B) complying with applicable law, and
(C) SellStrap’s reasonable audit and data retention policies.

User Account

You will be required to successfully sign up for a user account (the “User Account”) using the available interfaces at the Platform and be issued with a username and password login credentials by SellStrap (“User ID”) in order to use the Platform and communicate with Sellers through the Platform. If you are issued with a User ID, you shall keep your User ID secure and shall not share your User ID with anyone else, and you shall not collect or harvest any personal data of any other user of SellStrap, including account names. SellStrap reserves the right to disable any User Account issued to you at any time in SellStrap’s sole discretion. If SellStrap disables access to a User Account issued to you, you may be prevented from accessing SellStrap, your account details or any Jobs that are associated with your account.

Term and Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@sellstrap.com . Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. Furthermore, any Job Agreement shall be subject to the cancellation and payment provisions as specified in such Job Agreement.

Job Offer Agreements with Sellers

The Platform permits you to view the Seller Profiles of Sellers who have registered on our Platform and have chosen to allow you to view their Seller Profiles. If you select a Seller for a Job Offer through the Platform, you may separately enter into an agreement with that Seller on such terms and conditions as may be agreed to between you and that Seller (“Job Offer Agreement”). For example, the Job Offer Agreement may contain
(a) a description of the services you will provide to the Seller,
(b) payment terms, and
(c) any other terms and conditions as communicated between you and the Seller through this Platform or otherwise. You understand that you are engaging the services of the Seller, and not SellStrap, and that SellStrap is not a party to and will be in no way responsible for the performance of either you or the Seller under any Job Offer Agreement, except for facilitating the transmission of payment from the Job Offer Initiator to Seller on their instructions in accordance with these Terms of Use. SellStrap does not make any representations or warranties of any kind in respect of a Seller or a Job Offer Agreement. You also agree to act in good faith when negotiating and performing your obligations under each Job Offer Agreement.

If you enter into a Job Offer Agreement other than through the use of the Platform, you will notify SellStrap within seven (7) days of the date of such Job Offer Agreement.

Any Job Offer Agreement may be terminated by you within 72 hours without fee or penalty. Thereafter the termination of any Job Offer Agreement will result in a fee provided that if any Seller has delivered any sales pursuant to the Job Offer Agreement, you will be charged an amount equal to one hundred percent (100%) of such Seller’s completed sales, plus any and all (100%) compensation for the hours worked by Seller if hired on a direct pay, full-time or part-time basis. The only way this will be void is if your Job Offer Agreement states otherwise, and therefore all disputes will be taken up and directed to the court of law as the Job Offer Initiator and Seller see fit, as SellStrap will not be held accountable or as mediator of such legal disputes.

Fees and Payment

We do not charge a fee to open an Account. However, we charge service fees ("Service Fee") in association with certain features of the Services.

Campaign Service Fees

We apply Service Fees to all Campaigns. When the Company pays the Seller, a 10% commission fee (Campaign Service Fee) is automatically deducted from that specific transaction using our Payment Merchant (PayPal). Seller profiles shall pay SellStrap a fee equal to ten percent (10%) of the amounts payable to you in connection with each Job Offer Agreement from Job Offer Initiator/Company. If you make any payment in connection with a Job Offer Agreement other than through the Platform or SellStrap, you shall pay SellStrap the fee within fifteen (15) days of such payment. You will pay SellStrap the Fee even if the Company facilitates the payment outside of the SellStrap Platform.

SellStrap may facilitate the transmission of payments from the Company to the Seller in connection with a Job Offer Agreement (“Facilitated Payment”). You hereby authorize SellStrap to deduct the Fee from any such Facilitated Payment prior to transferring the remaining funds to the Seller on your instructions. SellStrap is not your trustee or fiduciary in respect of any Facilitated Payments or any Job Offer Agreements. SellStrap reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if SellStrap determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if SellStrap is required to cooperate with law enforcement.

Currency

All amounts listed on the Website refer to and are payable in U.S. dollars, unless discussed otherwise by the interested parties/clients (Seller and Company) in which you can make the appropriate adjustments in PayPal. We are not responsible for currency fluctuations or for the currency exchange rates used by our or your payment processors.

Taxes

You are responsible for determining whether applicable income or other taxes apply to services conducted pursuant to a Campaign and to collect, report, and remit the correct tax to the appropriate tax authority.

Third Party Charges

The Payment Merchant (PayPal) being used by SellStrap may also charge a fee for the transaction separately from SellStrap’s 10% commission. Please refer to their Policy for more information.

PAYPAL ACCEPTABLE USE POLICY

You may not use the PayPal service for activities that:

1. Violate any law, statute, ordinance or regulation.

2. relate to transactions involving
(a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety,
(b) drug paraphernalia,
(c) cigarettes,
(d) items that encourage, promote, facilitate or instruct others to engage in illegal activity,
(e) stolen goods including digital and virtual goods,
(f) the promotion of hate, violence, racial intolerance or the financial exploitation of a crime,
(g) items that are considered obscene,
(h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction,
(i) certain sexually oriented materials or services,
(j) ammunition, firearms, or certain firearm parts or accessories, or
(k) certain weapons or knives regulated under applicable law.

3. relate to transactions that
(a) show the personal information of third parties in violation of applicable law,
(b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs,
(c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card,
(d) are for the sale of certain items before the seller has control or possession of the item,
(e) are by payment processors to collect payments on behalf of merchants,
(f) are associated with the sale of traveler’s checks or money orders,
(g) involve currency exchanges or check cashing businesses,
(h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or
(i) involve offering or receiving payments for the purpose of bribery or corruption.

4. involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.

Activities Requiring Approval

PayPal requires pre-approval to accept payments for certain services as detailed in the chart below.

Service Requiring Pre-Approval Contact Information
Airlines and scheduled or non-scheduled charters/jets/air taxi operators; collecting donations as a charity or non-profit organization; dealing in jewels, precious metals and stones; acting as a money transmitter or selling stored value cards; selling stocks, bonds, securities, options, futures (forex) or an investment interest in any entity or property; or providing escrow services. Please send contact information, business website URL and a brief business summary to compliance@paypal.com
Providing file sharing services or access to newsgroups; or selling alcoholic beverages, non-cigarette tobacco products, e-cigarettes or prescription drugs/devices. Please send contact information, business website URL and brief business summary to aup@paypal.com
Activities involving gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, fantasy sports, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not legally defined as gambling) and sweepstakes, if the operator and customers are located exclusively in jurisdictions where such activities are permitted by law. Please send contact information, business website URL and brief business summary to aup@paypal.com

More Information

To learn more about the Acceptable Use Policy, please refer to our Help Center.

Violations of the Acceptable Use Policy

We encourage you to report violations of this Acceptable Use Policy to PayPal immediately. If you have a question about whether a type of transaction may violate the Acceptable Use Policy, you can email PayPal's AUP Compliance Department at: aupviolations@paypal.com.

For more information on Pay Pal’s Acceptable use policy please visit: https://www.paypal.com/en/webapps/mpp/ua/acceptableuse-full

Facilitating Payments Withholding Consent

If SellStrap facilitates the transmission of any payments from the Company initiator or other Seller initiator to the Seller in connection with a Job Offer (each, a “Facilitated Payment”), SellStrap may in its sole discretion withhold from any such Facilitated Payment any amounts that are payable to SellStrap by the applicable Company initiator or Seller initiator in Connection with that Job Offer Agreement. SellStrap is not your trustee or fiduciary in respect of any Facilitated Payments or any Job Agreements. SellStrap reserves the right, at it’s sole discretion, to place a hold on a Facilitated Payment, if SellStrap determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if SellStrap is required to cooperate with law enforcement.

Six Month Exclusivity

For a period of six (6) months commencing on the later of: (i) the date when you last communicated with a Seller in respect of a Job Offer, whether through the Platform or otherwise, and (ii) the execution date of a Job Offer entered into with a Seller (the “Commencement Date”), neither you nor your agents or affiliates will enter into an agreement directly or indirectly with such Seller for the creation of any promotional media content, subject to the following exemptions:
The agreement you are entering into with the Seller is a Job Offer Agreement, in respect of which SellStrap will receive a fee as provided thereunder; or
You were engaged in good-faith negotiations with the Seller for the creation of that business relationship on or before the Commencement Date; or
You are renewing a pre-existing agreement with the Seller that expired after the Commencement Date.

Reviews and Comments

By submitting content to the Platform or SellStrap, including any Seller or Job Offer reviews, content, questions, comments, suggestions, ideas or similar information (collectively, “Submissions”), you grant SellStrap and it’s affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that SellStrap may choose, but is not required, to provide attribution of your Submissions (for example, listing your name and city on a Seller review that you submit) at our discretion, and that such submissions may be shared with Seller and others using our Platform. You further grant SellStrap the right to pursue at law any person or entity that violates your or SellStrap’s rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that Submissions are non-confidential and non-proprietary.

SellStrap takes no responsibility and assumed no liability for any Submissions posted or submitted by you. SellStrap has no obligation to post your Submissions and reserves the right, in it’s absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these terms, please do not provide with any Submissions.

You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. You acknowledge that SellStrap may exercise it’s rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

Ownership

All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the platform, are owned or licensed by SellStrap and are protected by copyright, trade-mark and other intellectual property laws.

SellStrap expressly reserves all rights in the Platform and all materials provided by SellStrap in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all rights, title and interest in the Platform, all materials provided by SellStrap in connection with these Terms of Use (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with SellStrap (or third party suppliers, if applicable), and that the Platform and all materials provided by SellStrap hereunder are licensed and not “sold” to you.

All contents of the SellStrap website are: © 2017 SellStrap Inc.

Privacy Policy

Please visit http://sellstrap.com/privacy-policy.html to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use: Privacy Policy

Please note that Sellers may have additional privacy policies or statement that govern their practices in collecting, storing, using and disclosing your personal information. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to SellStrap that you have familiarized yourself and agree with those privacy policies or statements imposed by any Sellers with whom you elect to deal through the Platform.

No Unlawful or Prohibited Use

You shall not, without SellStrap’s prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:

(a) “frame”, “mirror” or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website;

(b) access, monitor or copy any part of the Platform or the Content or any part thereof on any commercial or non-commercial website;

(c) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;

(d) take any action that imposes, or may impose, in SellStrap’s discretion an unreasonable or disproportionately large load on the Platform;

(e) deep-link to any portion of the Platform for any purpose;

(f) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Job Offer, the Platform or the Content;

(

(g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any Job Offers, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Job Offer;

(h) use the Platform or any Job Offer or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by an applicable Job Offer Agreement and only in the exact manner specified and enabled by therein;

(i) attempt to assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;

(j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the Platform or the Content;

(k) create derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content;

(l) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party;

(m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations (including but not limited to criminal laws and FTC regulations), in each case as determined by SellStrap in its sole discretion;

(n) post, upload, publish, submit or transmit any Content that:
a. infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
b. violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
c. is fraudulent, false, misleading or deceptive;
d. is defamatory, obscene, pornographic, vulgar or offensive;
e. promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
f. is violent or threatening or promotes violence or actions that threatening to any person or entity; or
g. promotes illegal or harmful activities or substances.

You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform. You acknowledge that SellStrap may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

Clear and Prominent Disclosure of Material Connections and Job Position With Seller

You are required to follow the Federal Trade Commission’s Endorsement Guides. In the event a Seller engages you for a Job, you understand and agree that you are required to clearly and conspicuously disclose any material connection between you and the Seller. Material connections include, but are not necessarily limited to, the Seller providing you with something of value, such as free products or services.

As a Company, it is your responsibility to understand and abide by the requirement imposed on you by the FTC and ensure that a clear and conspicuous disclosure is made each and every time you create content for a Job Offer.

More over, it is also the Company’s responsibility to understand the type of Job they are agreeing to as most commission based jobs are independent contractor jobs, meaning the Seller is not an official staff member of the Job Offer Initiator unless said otherwise in the Job Offer Agreement. It is the Company’s responsibility to know the pros and cons of such a position to ensure they are protected and not taken advantage of in a professional manner.

If SellStrap learns of Jobs you do that do not, in our sole discretion, abide by the FTC endorsement disclosure guides, we may required you to add appropriate disclosures, and we may require you to suspend the Job until such disclosures are added. Repeated failure to include appropriate disclosures in your Jobs, or our failure to add disclosures upon request by SellStrap, may result in termination of your account.

Third Party Websites

The Platform may provide links to third party websites. SellStrap does not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under SellStrap’s control, and if you choose to access any such website, you do so entirely at your own risk.

SellStrap may enable you to link your User Account with a valid account on a third party social networking, email or content service such as LinkedIn, Facebook, Twitter, or Instagram, (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing SellStrap to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to SellStrap and/or grant SellStrap access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating SellStrap to pay any fees or making SellStrap subject to any usage limitations imposed by such third-party service providers.

By granting SellStrap access to any Third-Party Accounts, you understand that SellStrap may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible (“Content”) that you have provided to and/or stored in your Third-Party Account (“TPS Content” or “Third Party Service Content”) so that it is available on and through the SellStrap Platform via your User Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your User Account on the SellStrap Platform. You hereby authorize SellStrap to retrieve information from, and submit information to, such Third-Party Accounts or associated service becomes unavailable or SellStrap’s access to such Third-Party Account is terminated by the third-party service provider, then TPS Content will no longer be available on and through the SellStrap Materials. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section. In most cases, we do not actually store the entirety of your TPS content, but instead we collect and store the metadata associated with such TPS Content. You hereby authorized such collection and storage.

SellStrap does not verify the information in Seller and Company profiles and does not represent or warrant that the information in these profiles is accurate.

LINKING

The Website might offer you links to other sites on the Internet that are owned and operated by third parties and therefore not affiliated with us. Please understand that such linked websites are independent from SellStrap, and SellStrap has no control over the content of such websites. Consequently, Letterboxed cannot be held liable for and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained on such websites. Such websites may be governed by terms and conditions different from those applicable to our Services, and we encourage you to review the terms and privacy policies of those third parties before using their websites.

The links which we might place on our Website do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

Relationship with Third-Party Services

Please note that your relationship with the third-party service providers associated with your third-party account is governed solely by your agreement(s) with such third-party service providers, and sellstrap disclaims any liability for personally identifiable information that may be provided to it by such third-party service providers in violation of the privacy settings that you have set in such third-party accounts. SellStrap makes no effort to review any TPS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and SellStrap is not responsible for any TPS Content. You should note that a Third-Party Service may change or amend it guidelines and our access to it at any time, and we cannot guarantee that our Services will always include a connection to such Third Party Service.

We may hire other companies to perform certain business related functions such as processing payment on our behalf. Our payment process partner may request that you provide certain personal data (e.g., a valid government issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with you regarding any issues with a payment. Any information provided to our third party will be confidential and only be used for intended purposes.

Viruses

The downloading and viewing of Content is done at your own risk. SellStrap cannot and does not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, shall be free of viruses, worms, Trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible from implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.

Communications Not Confidential

SellStrap does not guarantee the confidentiality of any communications made by you through the Platform. Although SellStrap generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform, you understand, agree and acknowledge the SellStrap cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform or any Job Offers.

DISCLAIMER AND LIMITATION OF LIABILITY

The platform and the content are provided “as is” without warranty or condition of any kind. Use of the platform or the content is at your own risk. Sellstrap does not make any representations, warranties or conditions aout the quality, accuracy, reliability, completeness, currency, or timeliness of the platform or the content. The platform and the content may include errors, omissions and inaccuracies, including, without limitation, pricing errors. Sellstrap does not assume any responsibility for any errors, omissions or inaccuracies in the platform or the content. In addition, sellstrap expressly reserves the right to correct any pricing errors on the platform.

Business and job reviews displayed on the site are intended as only general guidelines, and sellstrap does not guarantee the accuracy of the reviews. Sellstrap make no guarantees about the availability of specific businesses, job offers or types of jobs.

To the fullest extent permitted by law, sellstrap disclaims all warranties, representations and conditions of any kind with respect to the platform and the content whether express, implied, statutory or collateral, including, without limitation, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement or that the platform or the content are or will be error-free or will operate without interruption. In no event will sellstrap be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including, without limitation, direct, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities), whether or not sellstrap is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the platform or the content or any campaign agreement.

Sellers engaging your services through the platform are independent entities and not contractors, agents or employees of sellstrap. Sellstrap is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any businesses or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever related to any jobs or job offer agreements.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. To the extent that the foregoing limitation does not apply, in no event will the total aggregate liability of sellstrap in connection with or under these terms of use, including from a job offer agreement, or your use of, or inability to make use of, the platform or the content, or for any other claim related in any way to a job offer agreement, or your use of, or inability to make use of, the platform or the content exceed one hundred dollars ($100) or the equivalent in local currency. For greater certainty, the existence of one or more claims under these terms of use will not increase the maximum liability amount.

The limitations above reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

Limitations Period

You and sellstrap agree that any cause of action arising out of or related to these terms, the sellstrap website/application, the services or the job offers must commence within one (1) year after the cause of action accrues. Otherwise such cause of action is permanently barred.

Indemnification

You shall defend, indemnify and hold harmless SellStrap and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:
(a) your breach of any of your warranties, representations or obligations under these Terms of Use or any documents reference herein;
(b) your violation of any law (including without limitation any FTC requirements or guidelines) or the rights of a third party (including, without limitation, intellectual property rights);
(c) your use of the Platform;
(d) breach of or failure to perform under any Job Offer Agreement by you or by any third party acting on your behalf or with your permission; or
(e) the use of any media content created by you, Sellers or by any third party acting on your behalf or with your permission.

Geographic Application of the Platform

Not all of the Sellers, Jobs, Companies and services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

Governing Law

These Terms of Use and any action related thereto shall be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions. These laws apply to your access to or use of the Platform or the Content, notwithstanding your domicile, residency or physical location. The Platform and the Content are intended for use only in jurisdictions where they may lawfully be offered for use. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of the province and federal courts located in Toronto, Ontario in all disputes arising out of or relating to the use of the Platform or the Content.

Entire Agreement, Waiver and Severability

These Terms of Use constitute the entire agreement between SellStrap and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and SellStrap with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

SellStrap’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provisions or right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SellStrap. Except as expressly set forth in the Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

If any of the provisions contained in these Terms of Use conflict with the terms of another agreement between the parties (such as the terms of a Job Agreement in respect of a Job), then these Terms of Use shall prevail; provided that, if you are also a Seller registered on the Platform, the terms of use applicable to Sellers will govern your relationship with SellStrap in that respect.

It is the express wish of the parties that these Terms of Use and all related documents will be drawn up in English.

International Provisions

The following provisions shall apply only if you are located in the countries listed below.

United Kingdom. A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

Germany. Notwithstanding anything to the contrary herein SellStrap is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are cause by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).