TERMS OF SERVICE

EFFECTIVE DATE: JANUARY 1, 2017

These Website Terms & Conditions  apply to your access and use of www.Systacart.com (the “Site”), including all software, data, reports, text, images, sounds, video, and content made available through any portion of the Site (collectively, the “Content”). Content includes all such elements as a whole, as well as individual elements and portions thereof.

Systacart.com permits you (“User” or “you” or “your”) to access and use the Site and Content, subject to these Terms & Conditions. By accessing or using any portion of the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions. If you are entering into these Terms & Conditions on behalf of a company or other legal entity (“User Entity”), you must have the legal authority to contractually bind such User Entity to these Terms & Conditions, in which case the terms “you” or “your” or “User” will refer to such User Entity. If you lack such legal authority to contractually bind or you do not agree with these Terms & Conditions, you must not accept these Terms & Conditions or access or use the site or content.

Systacart reserves the right, at its sole discretion, to change or modify portions of these Terms & Conditions at any time. Systacart will post the changes to these Terms & Conditions on the Site and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check the Terms & Conditions periodically for changes. Your continued use of the Site and Content after the date any such changes become effective constitutes your acceptance of the new or revised Terms & Conditions.

Systacart.com is an online website, designed to exchange professional services offered by Individuals/agencies (Collectively called Registered Users, Vendors, Remote workers, Contractors and Consultants) to Buyers (Customers/Clients) with monetary values.

MEMBER REGISTRATION

To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a Registered User, you must accept all of the terms and conditions, incorporated by reference in, and linked to, these Terms of Service, Privacy Policy and IP Policy. By becoming a Registered User, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) be financially responsible for your use of the Website and the purchase or delivery of services; and (3) perform your obligations as specified by any Project Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service. Systacart.com reserves the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone.

To become a Registered User and to access Services you must register for an Account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness.

Once you have registered with the Website as a Registered User, the Website will create your Account with Systacart.com and associate it with an account number.
During registration, you will be asked to choose a username and password for the Account. As a Registered User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website. You authorize Systacart.com to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.

Systacart.com grants several different membership options to the Registered Users. The availability of these membership options is dependent upon (i) the Registered User’s status as an Customer or a Vendor (ii) the selections made during registration, (iii) any subsequent upgrades or downgrades of membership options after registration.

All Customers have the membership benefits described on this website. Note that, membership benefits may change in the future at the sole discretion of Systacart.com and upon reasonable notice posted in advance on the Website.

Vendors can choose from different membership options. The options and differences between these options are listed on this website.

Each membership option includes a certain number of “bids.” As described on the Website, a Vendor uses bids to submit quotes for projects. If a Vendor requires additional bids in a given month, the Vendor has the option to buy additional bids as described on this website. We reserve the right to change membership fees, the monthly number of bids included in the membership options or the price of bids or institute new fees at any time, at the sole discretion of Systacart.com and upon reasonable notice posted in advance on the Website. No refunds of membership fees, bids or skill tests already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.

RELATIONSHIP AND AGREEMENT BETWEEN PARTIES

Customer and Vendor

The engagement, contracting and management of a project are between a Customer and a Vendor. Upon acceptance of a quote, the Customer agrees to purchase, and the Vendor agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the agreement between Customer and Vendor including the Project Bid, Project Description, and other terms and conditions as communicated between Customer and Vendor on the Website or otherwise, (b) these Terms of Service, and (c) any other content uploaded to the Website by Systacart.com (collectively, the “Project Agreement”).

You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Project Agreement in conflict with these Terms of Service is void. Customer is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Project Agreement in a timely manner. Vendor is responsible for the performance and quality of the services in accordance with the Project Agreement in a timely manner. Customer and Vendor each covenants and agrees to act with good faith and fair dealing in performance of the Project Agreement.

Customer and Vendor each acknowledges and agrees that their relationship is that of independent contractors. The Vendor shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or Customer-employee relationship between Vendor and Customer or between Systacart.com and any Customer or Vendor.

Registered Users and Systacart.com

Systacart.com is not a party to the dealing, contracting and fulfillment of any Project between an Customer and a Vendor. Systacart.com has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Registered Users, the ability of Vendors to perform services, the ability of Customers to pay for services, or that an Customer or Vendor can or will actually complete a Project. Systacart.com is not responsible for and will not control the manner in which a Vendor operates and is not involved in the hiring, firing, discipline or working conditions of the Vendor. All rights and obligations for the purchase and sale of services or other deliverables are solely between an Customer and a Vendor. Systacart.com will not provide any Vendor with any materials or tools to complete any Project. Customers and Vendors must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Agreements and any other terms, conditions, representations, or warranties associated with such dealings.

Customer and Vendor each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Job Agreement. Customer and Vendor therefore appoint Systacart.com as a third-party beneficiary of their Job Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, Systacart.com by these Terms of Service. Customers and Vendors further agree that Systacart.com has the right to take such actions with respect to the Job Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as Systacart.com in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.

These Terms of Service and any registration for or subsequent use of this Website by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Systacart.com, except and solely to the extent expressly stated.

Registered Users are responsible for payment and reporting of any taxes. Systacart.com is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by Systacart.com. You agree that you will abide by any and all applicable Local, State and federal tax statutes, regulations and common law. In the event Systacart.com receives a notice of non-compliance with any such statute, regulation or common law, including, without limitation, an Internal Revenue Service, Systacart.com will deem such receipt a breach of this section and will suspend your Account until Systacart.com received an Internal Revenue Service Release.

RESTRICTED AND PROHIBITED SITE USE

The uses described in these Terms are prohibited regardless of where they occur on the Site. For example, the activities are prohibited in Forums, Blogs, job posts, proposals, messages, communications with customer service or disputes, the community forum, and Client or Vendor feedback.

You should not use, or encourage, promote, facilitate, or instruct/induce others to use, Systacart.com site or Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal, fraudulent, harmful, or offensive purpose; or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Systacart makes the Site and Services available for Clients and Vendors to find one another, enter into service relationships, make and receive payments and receive and perform Vendor Services. Users are expected to use the Site and Services for their intended purposes and Users may not use the Site and Services in contravention of their intended purposes. The following are examples of prohibited use of the Site:

Below are some examples of Illegal, Fraudulent, Harmful, Misrepresentative or Offensive Uses of the Web site or Site Services include and not limited to:

• Seeking, offering, or endorsing illegal, obscene, or pornographic services or activities, including services (i) that would violate the intellectual property rights, including copyrights, of another person, entity, service, product, or website or (ii) that would involve the creation, review, or editing of pornographic, erotic, obscene, or sexually explicit material;
• Posting content that is offensive, defamatory, profane, vulgar, obscene, threatening, discriminatory, illegal, pornographic, obscene or sexually explicit in nature;
• Seeking, offering, or endorsing any services that would violate Systacart.com’s Terms of Service or the terms of service of another website or any other contractual obligations;
• Seeking, offering, or endorsing any services that violate the academic policies of any educational institution;
• Fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours, keystrokes, or mouse clicks recorded in the Systacart Team App, (ii) reporting, recording, or otherwise billing clients for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
• Expressing a preference in a job post or proposal or otherwise unlawfully discriminating on the basis of race, religion, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military/veteran status or any basis protected by applicable law;
• Posting content that is harassing towards another person or violates the rights of a third party;
• Posting identifying information concerning another person;
• Making or demanding bribes;
• Making or demanding payments without the intention of providing or receiving services in exchange for the payment;
• Spamming other Users;
• Using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or collecting or harvesting any personally identifiable information, including Account names, from the Site; and
• Engaging in any conduct that is reasonably likely to or that is intended to harm the Site, including (i) imposing an unreasonable or disproportionately large load (in our sole discretion) on the Site’s infrastructure; (ii) interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site; (iii) bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; or (iv) attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site.

• Offering services for the sole purpose of obtaining positive feedback of any kind;
• Requesting, demanding, or receiving free services, including requesting Vendors to submit work as part of the proposal process for very little or no money or posting contests in which Vendors submit work with no or very little pay, and only the winning submission is paid the full amount;
• Requesting a fee before allowing another User to submit a proposal;
• Posting the same job multiple times so that more than one version remains active at a given time;
• Withholding payment or Work Product or engaging in any other conduct for the purpose of obtaining positive feedback from another User;
• Attempting to falsify, manipulate, or coerce another User by threatening to give negative feedback;
• Misusing the feedback feature to express views unrelated to the work, such as political, religious, or social commentary;
• Duplicating or sharing accounts;
• Selling, trading, or giving an account to another person without Systacart.com consent;
• Sharing or soliciting contact information such as email, phone number, or Skype ID in a profile or job post;
• Soliciting or processing payment outside of Systacart.com in violation of the Terms of Service;

• Advertising products or services that are outside or beyond the scope of the Systacart.com marketplace; and Advertising on Systacart.com to recruit Vendors to join an Agency or another website or company.
• Misrepresenting a Vendor’s experience, skills, or information;
• Impersonating any person or entity, including, but not limited to, an Systacart.com representative, forum leader, guide or host, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
• Falsely attributing statements to any Systacart.com representative, forum leader, guide or host;
• Allowing another person to use your account, which is misleading to other Users;
• Falsely stating or implying a relationship with Systacart.com or with another company with whom you do not have a relationship;
• Falsely stating or implying a relationship with another User, including an Agency continuing to use a Vendor’s profile or information after the Vendor no longer works with the Agency; and
• Falsely stating that one Vendor will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Vendor that is unable, unwilling, or unavailable to do the work.

 CHARGES & FEES

Membership Fee: – Vendors can choose various membership programs to subscribe to different levels of participation on the Website, as detailed here on this website.

Services Fees: – Systacart.com deducts one or more of the following fees, as applicable, from payments made by Customers to Vendors using the Systacart Billing and Payment Services:

Job Listing Fee: – Systacart.com charges all Vendors a Project Fee. The fee is based on a Vendor’s membership type and is deducted from the total amount paid by an Customer for a Project as described here

Customer Payment Handling Fee: – When an Customer pays a Vendor, a Payment Handling Fee (3.5%) will be added to the invoice total.

Vendor Payment Transfer Method Fee: – If, upon a Vendor’s request, funds are to be disbursed via check or a wire transfer, a Vendor Transfer Method Fee will be charged to the Vendor as described here. Transfers made through use of automated clearinghouse, Paypal and Payoneer debit card methods will incur little or no such fee.

Dispute Resolution Service Fee: – For use of Dispute Resolution Services, irrespective of the nature of resolution and any resulting disbursements, Systacart.com charges a Dispute Resolution Service Fee, equal to the greater of thirty-five dollars ($35.00) and five percent (5%) of the total amount paid by an Customer to Systacart.com for the applicable project to which such payment relates.

Customer Withdrawal Fee: – When the Customer withdraws funds from their cash account there is a withdrawal fee (3.5%).  This fee will be subtracted from the amount withdrawn.

Systacart.com reserve the right to change membership fees, service fees, processing fees or any other fee that may be charged by Systacart.com at any time, at the sole discretion of Systacart.com and upon reasonable notice posted in advance on the Website. No refunds of fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.

BILLING AND PAYMENT SERVICES

Invoice Service. The Systacart Invoice Service enables Vendors to issue invoices and enables Customers to make payments for services.

When a Vendor completes a Project for an Customer, the Vendor will complete the electronic invoice form (the “Invoice”) and submit it to Systacart.com via the Website. A Vendor must complete and submit an Invoice to Systacart.com for each and every Project. The Vendor will provide Systacart.com with a list of items, including, but not limited to, hours worked, payment required and description of Project(s), to be included on the Invoice (“Invoice Details”). Such Invoice Details will not be final until and unless such Vendor has confirmed the accuracy of the Invoice Details or waived the right to review the Invoice Details. If a Professional waives his, her or its right to review the Invoice Details, all items in the Invoice Details will be included on the Invoice as received by Systacart.com. Systacart.Com Encourages All Vendors To Review Invoice Details.Systacart.com will submit the Invoice to the Customer and the Customer shall submit the payment specified in the Invoice (“Payment”) to Systacart.com. When an Customer makes a payment through the Systacart Invoice Service, Systacart.com deducts the appropriate Service Charges due Systacart.com as described on the Website and delivers the remainder of the Payment to the Vendor. The Safe-Pay Service enables Customers to transfer certain payment responsibilities to Systacart.com.

At an Customer’s request, upon payment to Systacart.com by Customer for services to be rendered by a Vendor, Systacart.com will assume responsibility for the payment for such Vendor’s services (less applicable Service Charge). Systacart.com agrees not to pay Vendors for services until after the occurrence of an Customer’s Acceptance of Services. You acknowledge that such funds will belong to Systacart.com immediately upon such funds being transferred to Systacart.com by you. However, Systacart.com agrees to refund such funds to Customer in the event that (y) a Vendor acknowledges that services have not been completed or (z) Customer and Vendor have concluded the process comprising the Dispute Resolution Service with a result indicating that Customer is the rightful recipient of such funds. Systacart.com agrees to keep both Customer and Vendor informed as to the status of the Assumed Payment Liability and if, for any reason, a party requests Dispute Resolution Service regarding such status, will notify both parties that the matter will be addressed through the Dispute Resolution Service.

Funds Transfer.

To receive funds due to you, you must request such funds and indicate your selection of the funds transfer methods available on the Website. Any such requests shall be subject to the conditions and restrictions contained on the Website and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if Systacart.com determines in its sole discretion that a Registered User has violated the conditions and restrictions of the Website or Terms of Service, Systacart.com has the right to refuse to process such request.

Systacart.com reserves the right, at its sole discretion, to place a hold on requested transfers if Systacart.com suspect money may be subject to charge back, bank reversal, failure to clear or fraud. Systacart.com will release a hold as soon as practical.

Legal Relationship

1. Systacart.com is not your agent with respect to any funds that have been transferred to Systacart.com for any Assumed Payment Liabilities.
   2. Each Vendor must properly discharge and credit Customers for all payments that Systacart.com makes to such Vendor in respect of services provided to such Customers.
   3. Systacart.com acts as a payment provider by creating, hosting, maintaining, and providing the Systacart billing and Payment Services to you via the Internet. Systacart.com does not have any control over the services invoiced or paid for with the Systacart Billing and Payment Services.  Additionally, Systacart.com does not control whether an Customer or Vendor will actually complete the underlying transaction.  Systacart.com is not responsible in any way for the timeliness or accuracy of the invoices or the timeliness, accuracy, completion or workmanship of any work product produced by a Vendor as a result of an awarded Project. Nothing in these Terms of Service will be deemed to constitute Systacart.com as your agent with respect to any service purchased and sold by Registered Users through the Website, or expand or modify any warranty, liability or indemnity stated in these Terms of Service.
   4. By using the Systacart Billing and Payment Services, you expressly acknowledge that (a) Systacart.com is not acting as a trustee or a fiduciary of Customers or Vendors and that the Systacart Billing and Payment Services are provided to Registered Users administratively; (b) Systacart.com is not a “financial institution” as defined under the Bank Secrecy Act (BSA) and the Systacart Billing and Payment Services are payment services rather than a banking services; (c) SYSTACART.COM IS NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH SYSTACART.COM ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE.

Miscellaneous Payment Terms

Your use of the Systacart Billing and Payment Services constitutes your agreement to pay for any amounts which you authorize us to retain from transactions and, as appropriate, charge to your credit card, bank account, or PayPal account. Such payments, once authorized, are final. When an Customer’s Acceptance of Services has occurred, (i) Systacart.com shall have no further liability to any party with respect to Payment for such services, (ii) Customer acknowledges that Systacart.com has provided a complete service in respect of the payment made by Customer for the Assumed Payment Liability or Invoice, as applicable and (iii) Customer hereby releases Systacart.com from any and all liability with respect to such Payment.

Systacart.com reserves the right to seek reimbursement from you, and you will reimburse Systacart.com, if Systacart.com discovers a fraudulent transaction, erroneous or duplicate transaction, or if Systacart.com receives a charge back or reversal from any Customer’s Credit Card Company, bank, or PayPal for any reason.  You agree to and acknowledge Systacart.com’s right to investigate any and all transactions for fraud.  Further, you agree to cooperate with any reasonable requests made by Systacart.com in an effort to investigate fraud. You agree that Systacart.com has the right to obtain such reimbursement by charging your Account, deducting amounts from future transfers, charging your credit card or any bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Account.

The Systacart Billing and Payment Services operate in US Dollars and therefore Systacart.com is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is Systacart.com responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card account or PayPal account.

Customers agree to use the Systacart Billing and Payment Services to make all payments to Vendors, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the Systacart Billing and Payment Services or any associated fees. As a Vendor, you agree to use Systacart Billing and Payment Services to receive all payments from Customers identified through the Website, whether first-time, repeat, or follow-on. Additionally, you agree not to circumvent the Systacart Billing and Payment Services or any associated fees.

As an Customer, you agree to notify Systacart.com immediately if your Vendor solicits payment from you outside the Website. As a Vendor, you agree to notify Systacart.com immediately if your Customer seeks to pay you outside the Website. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the Systacart Billing and Payment Services, please submit a confidential report to Systacart.com by phone at 1-888-678-0136 or ContactUs.

If, for any reason, Systacart.com does not receive payment for any amounts that you have authorized to be paid through your use of the Systacart Billing and Payment Services, you agree to pay such amount immediately upon demand by Systacart.com. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by Systacart.com in collecting from you the authorized but unpaid amount. In such case, Systacart.com may, at its option, stop processing any further payments made by you and apply any amounts then held by Systacart.com on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Systacart Billing and Payment Services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

At the request of an Customer, Systacart.com shall issue each individual Vendor whom you have engaged through the Website a summary on Form 1099 reflecting Payments (less fees) paid to each Vendor. You hereby acknowledge that, although Systacart.com may provide the 1099 Service to Customers, the Customer’s Project Agreement to obtain services and make payments is an agreement between an Customers and a Vendor.

DISPUTE SERVICES

Systacart.com offers the Dispute Resolution Service to those Registered Users that have requested Systacart.com to assume all or a portion of the payment liability for services and who are engaged in a dispute over a Project that is (i) pursuant to a project posting by an Customer through the Website, (ii) pursuant to a bid for by a Vendor through the Website for such job posting and (iii) pursuant to an acceptance through the Website by the Customer for such bid.  Customer and Vendor agree and acknowledge that, with respect to Assumed Payment Liabilities, any and all disputes relating to the underlying fees shall be governed by the terms of this Section 6.

In any dispute between Registered Users relating to a Project that is eligible for Dispute Resolution Service, you agree to negotiate such dispute in good faith. If the result of such negotiation is acceptable to both parties in a dispute, you agree to indicate your approval of such negotiation through the Website and Systacart.com will disburse funds in accordance with the results of such negotiation. If you are dissatisfied with the progress, you agree to submit your dispute to binding arbitration as further set forth below.

In any dispute between an Customer and a Vendor which cannot be resolved through negotiation, you expressly agree to and acknowledge that Systacart.com or a third party chosen by Systacart.com will arbitrate the dispute in accordance with these Terms of Service and the Website.

(a) You acknowledge and agree that Systacart.com will construe any Project Agreement based on the transaction’s course of dealing and common industry practices. Specifically, in rendering its decision, the arbitrator shall only be obligated to consider the following: (i) the Project Agreement, (ii) the parties’ course of dealings, as evidenced by activity on or communications through the Website, (iii) the Project itself and (iv) any information or communication that the Customer and the Vendor agree should be considered.(b) Systacart.com shall render its decision within five (5) business days of escalation. During this time, you are encouraged to continue to negotiate an amicable settlement with the Vendor with which you are engaged in a dispute.(c) You agree that the decision of Systacart.com, acting as an arbitrator, shall be final, binding, and not subject to appeal. Accordingly, within a reasonable time after we have rendered a decision, we will transfer funds in accordance with the arbitrator’s decision.(d) In the event that you are the prevailing party in its arbitration decision, you agree that you shall have no right, title to, interest in or license to the Project that is the subject matter of the dispute. In such case, you agree to return any physical copies of such Project in your possession and destroy any electronic copies that you have.

You agree and acknowledge that (1) Systacart.com will use the e-mail address corresponding with your Account registered at the time a dispute arises to notify and communicate with you with regard to any dispute and (2) you are solely responsible for the receipt of any notification or communication sent by Systacart.com using the e-mail address corresponding with your Account registered at the time a dispute arises.

You agree and acknowledge that (1) Systacart.com is not providing legal services to you, (2) Systacart.com will not advise you regarding any legal matters and (3) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on Systacart.com for any such counsel. You agree to indemnify and hold harmless Systacart.com and any of our affiliates against any damages or liability you may suffer as a result of using the Dispute Resolution Service. If you do not agree to use this Dispute Resolution Service under these terms, you should not request Systacart.com to assume the Assumed Payment Liabilities.

If an Customer reasonably disputes any Invoice, the Customer will pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. Any Invoice amounts reasonably disputed by an Customer will not be payable to a Vendor until such dispute is resolved. Systacart.com’s obligation to pay any Payment (less applicable Service Charge) is expressly conditioned upon: (a) Systacart.com’s receipt of Payment from the applicable Customer and (b) resolution of all outstanding disputes with respect to such Invoice and/or Payment.

If an Customer or Vendor reasonably disputes the quality or completion of services provided by such Vendor, then both Customer and Vendor agree that Systacart.com shall have no payment obligations to any party related to relevant fees until such dispute is resolved in accordance with Section 6 below. Systacart.com’s obligation to pay any Payment (less applicable Service Charge) is expressly conditioned upon resolution of all outstanding disputes with respect to such Payment.

TERMINATION AND SUSPENSION

1. These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or Systacart.com as provided for under the terms of this section.
2. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (1) Systacart.com shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and (2) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Systacart.com for any service and to any Vendor for any services.
3. Any termination of an Account will automatically lead to the termination of all related profiles.
4. Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all services to you if: (1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Website; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for Systacart.com or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or register under a new Account.
5. In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
6. Without limiting our other remedies, to the extent you engage in actions or activities which circumvent the Systacart Billing and Payment Services or otherwise reduce fees owed Systacart.com under these Terms of Service, you must pay Systacart.com for all fees owed to Systacart.com and reimburse Systacart.com for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
7. When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Website. The material may be deleted along with all your previous posts and proposals.

REPRESENTATIONS, DISCLAIMERS, LIMITATIONS AND EXCLUSIONS

Registered User Representations and Warranties- All Registered Users represent, warrant, and agree:

1. Not to grant access to an Account only to users authorized to act on behalf of the Registered User and only in accordance with these Terms of Service.
2. To be fully responsible and liable for any action of any user who uses your Account.
3. Not to use your Account, username, or password of another Registered User that you are not expressly authorized to use.
4. Not to allow any third party who is not authorized to do so to use your Account at any time.
5. Not to use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs, robots or denial-of-service attacks, intended to damage or interfere with the operation of the Website or any transaction being conducted through the Website.
6. Not to intercept or expropriate any system, data or personal information from the Website.
7. Not to take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure, including but not limited to “spam” or other such unsolicited mass emailing techniques.
8. That it has the right and authority to enter into the Terms of Service and to transact business hereunder.
9. That they are using the Website solely for the purpose of entering into a bona fide business transaction with other Registered Users.
10. That they will not use the Website or its services to defraud or mislead any person or entity, including without limitation Systacart.com or any Register User.
11. That they will not use the Website to violate any law or regulation of the United States of America or any international law or treaty.
12. That they are not a resident national of, or, an entity located in any country subject to economic sanctions imposed by the government of the United States of America.  The current list of US sanctions can be found here.
13. that they are not currently and have never been listed as a Specially Designated National by the United Stated Department of Treasury’s Office of Foreign Assets Control (“OFAC”).
14. that they will not use the Website in connection with any “prohibited transaction” as defined under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; Iranian Transactions Regulations, 31 C.F.R. Part 560; or Sudanese Sanction Regulations, 31 C.F.R. Part 538; Former Liberian Regime of Charles Taylor Sanctions Regulations, 31 C.F.R. Part 593; Burmese Sanctions Regulations, 31 C.F.R. Part 537; Foreign Assets Control Regulations as they relate to North Korea, 31 C.F.R. Part 500; Executive Order 1338; or any other law, regulation or executive order of the United States of America.
15. If you have a dispute with another Registered User, you release Systacart.com (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
16. These terms & conditions are made under, and will be construed and enforced in accordance with, the laws of Massachusetts applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. In any action between or among any of the parties, whether arising out of these terms & conditions or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Boston Massachusetts; and (b) waives any and all right to trial by jury in any legal proceeding arising out of or related to this agreement or any transactions contemplated hereby.
17. The services provided by Systacart.com or our third-party service providers are provided “as is,” as available, and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the website by any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.
18. Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, Systacart’s liability will be limited to the greatest extent permitted by law.
19. The site and content, and all server and network components, are provided on an “as is” and “as available” basis without any warranties of any kind, and Systacart expressly disclaims all other representations and warranties, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, and any representations or warranties arising from course of dealing, course of performance or usage of trade. You acknowledge that Systacart does not warrant that your access or use or both of the site and content will be uninterrupted, timely, secure, error-free or virus-free, and Systacart does not make any warranty as to the results that may be obtained from use of the site and content, and no information, advice or services obtained by you from Systacart or through the site and property will create any warranty not expressly stated in these terms & conditions.

MISCELLANEOUS TERMS AND CONDITIONS

You are responsible for compliance with applicable U.S. Local, State and Federal and international laws, regulation and treaties, keeping in mind that access to the contents of this Website may not be legal for or by certain persons or in certain countries.

Systacart.com will not be considered to have modified or waived any of our rights or remedies under these Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of Systacart.com. No delay or omission by Systacart.com in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.

If any part of these Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect.

You will not transfer, assign or delegate your rights or obligations (including your Account) under these Terms of Service to anyone without the express written permission of Systacart.com, and any attempt to do so will be null and void. Systacart.com may assign these Terms of Service in its sole discretion.

Pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538, residents of California are hereby advised of the following: Systacart.com, located in Woburn, Massachusetts, is the provider of the electronic commercial service on the Website. Registered Users are notified in advance regarding any applicable service charges. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210. Upon your request, you may have this Agreement sent to you by email. Please feel free to ContactUs Systacart.com to resolve a complaint regarding any aspect of service relating to the Website

Except for the payment of fees to Systacart.com, neither of the parties to these Terms of Service shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.

All notices required or permitted to be given under these Terms of Service, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth in ContactUs page.

To the address associated with Registered User’s access or login information.

These Terms of Service and all documents referenced in these Terms of Service (including the policies listed and available by hyperlink) comprise the entire agreement between you and Systacart.com with respect to the use of this Website and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Website that link to or are linked from the Website.

You are responsible for creation, storage, and backup of your business records. These Terms of Service and any registration for or subsequent use of this Website will not be construed as creating any responsibility on Systacart.com’s part to store, backup, retain, or grant access to any information or data for any period.

Systacart.com reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, for any reason; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

ENFORCEMENT

Systacart reserves the right, but do not assume the obligation, to investigate any violation of these Terms. We may investigate violations and may remove, disable access to, or modify any content that violates these Terms.

We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate User information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these Terms.

PRIVACY AND CONFIDENTIALITY

Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Service and the Systacart.com Privacy Policy. It is your responsibility to review our Privacy Policy, which is incorporated by reference, and we suggest that you review the Privacy Policy and print a copy for yourself.

INTELLECTUAL PROPERTY (IP)

Your use of the Website Systacart.com and the services provided therein and thereby is governed by the Systacart.com IP Policy. It is your responsibility to review the Systacart.com IP Policy, which is incorporated by reference, and we suggest that you review the IP Policy and print a copy for yourself. The IP Policy is posted on the Website and may be updated from time to time.

REPORTING THE VIOLATIONS

If you become aware of any violation of these Terms, you must immediately report it to Systacart legal team via ContactUs. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Terms.

 

.