CommentSold Merchant Agreement

Terms of Service

Last Modified: October 2021

Acceptance of Agreement

This Merchant Terms of Service is entered into by and between you (the “Merchant,” “you” or “your”) and CommentSold, LLC (“Company”, “we” or “us”). The following provisions, together with any documents expressly incorporated by reference herein (collectively, the “Agreement” or “Merchant Agreement”), govern the terms of our relationship and your use of the Company’s software services, applications, website and e-commerce platform services (the “Service” or “Services”).

Please read this Agreement carefully before you start to use the Services. By using the Services, you accept and agree to be bound and abide by this Merchant Agreement and our Privacy Policy, found at https://commentsold.com/privacy_policy and incorporated herein by reference. If you do not want to agree to the terms of this Agreement or the Privacy Policy, you must not access or use the Services.

This Agreement contains a binding arbitration provision that mandates how we will resolve claims and liability if things don’t work as planned, and that disputes between us must be resolved only in arbitration or in limited cases small claims court.

The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

Changes to this Agreement

We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of a revised Agreement means that you accept and agree to the changes. You are expected to check our Merchant Agreement frequently so you are aware of any changes, as they are binding on you.

Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, and any service, feature or material we provide on the Services, in our sole discretion without notice, but we will nevertheless endeavor to provide advance notice of a discontinuation of the Service. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services.

You are responsible for:

Making all arrangements necessary for you to have access to the Services.

Maintaining the security of all account information and passwords.

Any actions taken by individuals who access your account through authorized or unauthorized means.

Ensuring that all persons who access the Services on your behalf are aware of the terms of this Agreement and comply with it at all times.

To access the Services, you will be asked to provide certain registration details and billing information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current and complete. You agree that all information you provide to register with the Services or otherwise, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You must treat your user name, password or any other piece of information material to your use of our Services as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is exclusive to you and you agree not to provide any other person or entity with access to the Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. The security and safety of your password is imperative and you agree to take adequate measures to protect your account. We are not responsible for breaches of your password or account by unauthorized users, hackers or other illicit actors that access your credentials based on your actions or inaction.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement or any third party using your account has violated this Agreement.

Confidentiality and Data Use; Third Party Data

You agree that you will not use, share disseminate, copy, license, sell or otherwise make available any information we provide to you through or in connection with the Services (the “Confidential Data”), including any third-party platform data, e.g. Facebook platform data, Stripe data, etc. (“Third Party Data”).

As a condition to receiving such information, you agree (i) that your use of any Confidential Data and Third Party Data shall be solely as directed by us; (ii) to comply at all times with the terms set forth by any third-party platform from which Third Party Data is being obtained and/or shared with you; (iii) to promptly delete any Confidential Data or Third Party Data as instructed by us, or when it is no longer applicable to your use of the Services; and (iv) that you shall not use the Confidential Data or Third Party Data for any reason other than in connection with your use of the Services as set forth in these Terms and our Privacy Policy.

Billing, Payment and Taxes

Annual and monthly subscriptions; Percentage fee on gross payment receipts. Our Services are offered either on a monthly subscription basis or an annual subscription basis. In addition to your monthly or annual subscription fee, the principal fee we charge for using our Services is a percentage fee of gross payment transactions completed through the Service (the “Gross Payment Service Fee”). The Gross Payment Service Fee is applicable to all sales transacted through the Service, calculated on the basis of your total gross payment receipts (total checkout amount including taxes and shipping). All subscription fees and gross payment fee percentages will be posted at the time you register your account, and by using the Service you are agreeing to pay these amounts.
Subscription Tiers; Pricing. We offer multiple subscription levels (“tiers”) with increased features and benefits based on pricing. Not all of our Services are available to merchants on our lower subscription tiers. For example, certain features such as our mobile app are only available with our higher subscription tiers. When you sign up for an account, we will disclose the pricing and features available at the time, but we reserve the right at all times in our sole discretion to make available only the features we determine for each of our pricing tiers. In other words, we reserve the right to change our pricing and feature set at any time with advance notice to you. Your continued use of the Service after such notice is given shall be an acceptance of the new pricing and/or available features.
Shipping. Our Service allows you to prepay shipping fees and automatically re-up your shipping balance when your balance runs low. You have the option of selecting what prepaid balance you would like to maintain and re-up. When you cancel your account, we give you the option of refunding any unused shipping balance. If you do not claim your unused shipping balance within 12 months of terminating your account, we will cancel the balance and you will you will forfeit any rights in such unused balances.
Renewal. Unless we or you cancel the subscription prior to expiration of your current subscription term, your subscription will automatically renew for another subscription term for a period equal to your initial subscription term (e.g. monthly, annually). You must provide any notice of non-renewal through the means we designate, which may include account settings in the Service or contacting our support team. Canceling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged, or partial month or year refunds or credits. All renewals are subject to the applicable Service continuing to be offered and will be charged at the then-current rates.
Payment for the Services. By using the Service, you agree to pay the Gross Payment Service Fee for each transaction you consummate in connection with the Service. Accordingly, (i) you authorize us to bill or deduct such amounts directly through your payment processor or credit card provider (e.g., Stripe); (ii) you unconditionally and irrevocably appoint us as your agent for purposes thereof; (iii) you irrevocably assign to us all rights and ownership in and to such payments; and (iv) you authorize us to deduct your payment account (including through Stripe) either on a per transaction basis, daily, or at whatever frequency we may elect. With respect to your monthly or annual subscription fee, you agree to pay such amounts on a timely basis, either by (i) credit card, provided we have agreed to accept this payment method from you, in our sole discretion; or (ii) automatic transfer via your payment processor.
Payment Processors. We use certain third-party payment processors (e.g. Stripe, Paypal, Sezzle) to allow you to process payments from your customers through our Service. Your use of these payment processors is subject to separate agreements between you and the processor that you must agree to at the time you set up an account with the processor. In certain instances, we may offer payments directly to you through relationships we maintain with third party processors. In such instances, you agree to be bound by the payment processing terms we present to you at the time of signup, including updates to such terms.
Payment Processor Data. In certain instances we may use and may share with our third-party payment processors (e.g., Stripe), and our third-party payment processors may use and share with us, transaction data, payment data and data about your account. Accordingly, you grant us permission to work with and interact with these payment processors and to share, transfer and copy transaction data, payment data and user data for the benefit of facilitating or improving use or interoperability of the payment processing services and our services, or in connection with formal or informal investigations of fraud, misuse or suspicious activity.
Taxes not included. Your fees for using our Services exclude any taxes or duties payable in respect of the Services in the jurisdiction where the payment is either made or received, including but not limited to sales, income, withholding or other taxes. All fees related to the Service are made free and clear of, and without any deduction or withholding for and on account of, any taxes, duties or other deductions. Any such deduction or withholding, if required by the laws of any country/region, are your sole responsibility
Sales and Other Taxes. It is your sole responsibility to determine what, if any, taxes apply to your sales, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible in any way whatsoever for determining whether taxes apply to your transactions, or for collecting, reporting, paying or remitting any taxes arising from any transaction. While we may offer third party tools from time to time that will assist you in calculating your tax obligations, we are not responsible for these services and you agree to use such services subject to the terms of use of the third party provider’s site or service. Please be advised that you may be subject to sales tax, income tax, or other tax liabilities as a seller of goods or services. It is your sole responsibility to check with your local tax advisor to determine which taxes apply to you, and it is your responsibility to pay such taxes to the appropriate tax authority.
Withholding Taxes. You will pay all fees net of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions are available. If we qualify for a tax exemption, or a reduced withholding rate, we will provide you with reasonable documentary proof. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.

Special Provisions For Shipping Through Our Platform

As part of the Service, we may allow you to ship through our platform via CommentSold accounts that we have set up with third party providers for these purposes. When shipping through CommentSold, it is important that you understand certain terms that apply to your use of shipping on Our Service. As with all third-party carriers, including those we partner with to allow you to ship directly from the Service, shipping charges on our platform vary by weight and size. As the account owner shipping through CommentSold, it is therefore your sole responsibility to enter all shipping information (including product dimensions, class of service, weight, type of packaging, etc.) accurately so that shipping charges are calculated properly. By using the shipping we provide on the Service, you hereby agree to indemnify and hold us harmless from any and all liabilities, costs, shortages, expenses, penalties, etc. that result from inaccuracies in the data you submitted via the Service from which shipping rates were calculated. You acknowledge and agree that all shipping you conduct through the Service is your sole and absolute responsibility, and that by offering shipping we assume no liability whatsoever for the shipping of your products, including any rates or charges related to your shipping.

Referral Program

From time to time, we may offer special referral incentives when you refer new customers to our Service. We reserve the right in our sole discretion to offer or not offer these referral incentives (“Referral Program”), or to remove your ability to participate if we deem that you are violating our rules, the terms of this Agreement, or otherwise misusing or abusing the Referral Program. Your participation in any Referral Program shall be governed by this Agreement and any Referral Program rules we make available on our Referral Program Site.

Intellectual Property Rights

The Services and its entire contents, features and functionality (including but not limited to all information, software, employee communications, applications, text, suggestions, displays, images, video and audio, and the design, selection and arrangement thereof), are owned solely and exclusively by the Company, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Your use of the Service in no way grants you any right, license or ownership in the Services.

Provided you have a current, valid account in good standing, We hereby grant you a limited, non-exclusive, non-assignable, revocable right and license to use the Services subject to your compliance with this Agreement at all times.

You must not (i) reproduce, modify, adapt or create derivative works of the Services or any elements within the Service; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Service to a third party; (c) use the Service for the benefit of any third party; (d) incorporate any element of the Service into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Service intended to limit your use to the purposes we determine valid; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Service; (g) remove or obscure any proprietary or other notices contained within Service; (h) use the Service for competitive analysis or to build competitive products or insights; (i) publicly disseminate information regarding the performance of the Service; (j) modify or copy any materials from the Service; (k) use the Service in a manner that is disparaging or harmful to us or our customers in any way, as determined by us in our sole discretion; or (l) encourage or assist any third party to do any of the foregoing.

If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own use, provided you agree to be bound by this Agreement and any end user license agreement for such applications. You may store files that are automatically cached by your Web browser for display enhancement purposes. If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not access or use for any other commercial purposes other than those intended by us any part of the Services or any other materials available through the Services. You may not use the Service to arbitrage our offerings, or build competitive Services that are managed by you through our platform. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of this Agreement, your right to use the Services will cease immediately and we reserve our right to enforce our legal rights against you at law or in equity. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark and other laws.

Ownership of Custom Applications (CommentSold App)

Under certain subscription pricing tiers, we may provide a custom application (“App”) that we develop for your use with our Services. Any such App assets we develop shall be owned exclusively by us, and shall be used solely with our Services. In addition, we may open a specific developer account (e.g. an Apple Developer Account) to host the App. To the extent we incorporate any of your trademarks or service marks in the App, you grant us a limited, royalty free, fully paid up, non-revocable (for so long as you use the App) right and license to incorporate such marks into the App. The App is part of the Service when offered, and all rights and limitations in, to and in connection with the App shall be subject to this Agreement, including without limitation the limited licenses, warranty disclaimers, disclaimers of liability and indemnities set forth in this Agreement. For the avoidance of doubt, (1) your use of the App is solely in your control, and you agree to indemnify and hold us harmless for your and your customer’s use of the App; (2) we make no representations whatsoever about the App’s functionalities, fitness for a particular purpose or merchantability; (3) we do not guarantee that the App will be available without interruption; (4) we do not transfer any rights of ownership or other rights by allowing your use of the App.

Trademarks

The Company name, the Company logo, and all related names, logos, product and service names, designs and slogans used by us on or with the Service are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.

Third-party Intellectual Property Rights

You acknowledge and agree that you will not offer products or goods through the Service that infringe third-party intellectual property rights, including third party trademarks and copyrights. By using the Service, you acknowledge that certain third party brands and companies have invested significantly in protecting their logos, trademarks, designs and intellectual property, and that you shall not and will not display or sell items through the Service that violate these third party intellectual property rights.

Prohibited Uses

(a) You may use the Services only for lawful purposes and in accordance with the terms of this Agreement. You agree not to use the Services:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the distribution or sale of unlawful products or the export of data or software to and from the US or other countries).
To promote any illegal activity, or advocate, promote or assist any unlawful act.
For the purpose of exploiting, deceiving, harming or attempting to exploit or harm others (including minors) in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To defame, harass, disparage, offend, abuse, intimidate or otherwise offend any other user of the Service.
To promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity or affiliation or organization or give the impression of a false affiliation (including, without limitation, by using e-mail addresses or screen names, names, logos, accounts or any other means associated with any of the foregoing).
To violate the rights of any third party, including without limitation the patent, trademark, trade secret, copyright or other intellectual property or other rights of any other third party or person.
To display, sell or market items that violate third party designs, logos, trademarks or copyrights, e.g. “knock-offs,” unlicensed goods, replicas, look-a-likes, etc.
To violate the legal rights (including the rights of publicity and privacy) of others or take any action or post any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with the terms of this Agreement and our Privacy Policy.
To attempt to run contests, sweepstakes and other sales promotions, barter or advertising.
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability or reputational harm.

(b) Additionally, you agree not to use any technical or other means to:

Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Services.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services.
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Services or the activities of other users of the Service.

Monitoring and Enforcement; Account Termination

We have the right to:

Disclose your identity or other information about you to any third-party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of the terms of this Agreement.
Remove or refuse to post any Feedback you provide for any or no reason in our sole discretion.
Take any action with respect to any Feedback that we deem necessary or appropriate in our sole discretion, including if we believe such Feedback infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, is disparaging of other users or accounts or could create liability for the Company.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities, including formal and informal written requests, inquiries, court orders, etc. requesting or directing us to disclose your account information, billing information, the identity or other information of anyone accessing your account or the posting of any information on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Notwithstanding these rights, We do not undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third-party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Feedback and Suggestions

We allow users to offer feedback, post, e-mail, submit, publish, display or transmit suggestions to us or other users or other persons (hereinafter, “post”) on or through the Services or on our third-party social media profile pages or accounts (e.g. Facebook groups) (collectively, “Feedback”).

Anything you post to the Service will be considered non-confidential and non-proprietary. By providing any Suggestions, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third-parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the Feedback and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
All of your Feedback does and will comply with the terms of this Agreement.

You understand and acknowledge that you are responsible for any Feedback you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third-party, for the content or accuracy of any Feedback posted by you or any other user of the Services.

Reliance on Information Posted; Preferred Providers

We do not warrant the accuracy, completeness or usefulness of the information presented through the Service. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

From time to time, we may make available a list of providers with whom we or our customers work who are “Preferred” service providers of CommentSold. Any such recommendation by us is for informational purposes to help you source service providers, and we do not make any representations or assume any liability with respect to such providers. Our list of “Preferred” providers is based solely on customer feedback. Any relationship between you and a provider, and any liability or obligations with respect thereto, shall be solely between you and such provider.

Using third-party products with the Service

In order to enjoy the full features of the Service, you may choose to use other third party products or services by linking them to the Service, including third party services that you connect to our Service (e.g. Facebook, Stripe, Sezzle, etc.). Your use of any third party products or services within the Service (and the third parties’ use of any of your data) is subject to the separate agreement between you and the third party provider. If you enable or use third party products or services within the Service, we will allow the third party providers to access or use your data as required for the interoperation of their products and services with our Service. This may include transmitting, transferring, modifying or deleting your data, or storing your data on systems belonging to the third party providers or other third parties with whom they contract. The provision of services by any third party provider, and such third party provider’s use of your data, is subject to the applicable agreement between you and such third party provider. We are not responsible the products or services of third party providers, or for the security or privacy practices of any third party provider or its products or services. You are solely responsible for your decision to permit any third party provider or third party product or service to connect to our Service. It is your responsibility to carefully review the agreement between you and the third party provider, as provided by the applicable third party provider. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.

Changes to the Services

We may update the content hosted on the Services from time to time, but its content may not necessarily be complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Services

All information we collect on when you utilize the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. When you provide an e-mail at signup, you authorize us to contact you with information about the Services and your account.

Online Purchases and Other Terms and Conditions

All purchases through our Service or other transactions for the sale of goods, services, or information effectuated through the Services by you are your sole and exclusive responsibility. You agree that any and all liability with respect to customers of your products or services falls solely and exclusively to you. We do not assume any responsibility, liability or other obligation with respect to products, advertising, goods, taxes, implied or express warranties, or services offered by you to customers, within or outside of the Service. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION BROUGHT BY YOUR CUSTOMERS OR A THIRD PARTY WITH RESPECT TO THE FOREGOING.

Linking to the Services and Social Media Features

You may link to our websites only as permitted by us, and provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.

The Services may provide certain social media features that enable you to:
Link from your own or certain third-party websites to certain content within our Service.
Send e-mails or other communications with certain content, or links to certain content, using the Services.
Cause portions of content hosted by the Services to be displayed or appear to be displayed on your own or certain third-party websites.

(b) You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with this Agreement and any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Link to any part of the Services other than what we expressly allow in our sole discretion.
Otherwise take any action with respect to the materials hosted on the Services that is inconsistent with any other provision of this Agreement.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Geographic Restrictions

The owner of the Services is based in the state of Alabama in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT.

YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, OWNERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER SERVICESS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective owners, officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any and all alleged or actual claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (i) your breach of any representation or warranty in this Agreement, or other violation of this Agreement, (ii) your use of the Services; (iii) your products or services; (iv) your business or customers; (v) your tax obligations; (vi) your violation of any third party intellectual property or other right.

Arbitration

Any legal suit, action, claim or proceeding arising out of, or related to, this Agreement or the Services shall be instituted and/or resolved exclusively by arbitration or, in limited circumstances as set forth herein, in small claims court. By accepting this Agreement, and or using the Services, You agree to binding arbitration and waive any right to bring: i) a court or jury proceeding; ii) a consolidated, group, collective or class arbitration.

Arbitration means an impartial third party will hear the dispute between us, and binding arbitration means the decision of the arbitrator is final and enforceable.

By accepting this Agreement, and/or using the Services you agree that:

(1) The Federal Arbitration Act applies to this Agreement, and all matters between us shall be resolved by one or more neutral arbitrators before the American Arbitration Association (“AAA”) in a binding proceeding. The only exception to this mandatory arbitration clause is a limited small claims action (as described below).

(2) This Agreement to arbitrate continues to apply even after you have stopped receiving services from us.

(3) Any arbitration proceedings hereunder shall take place in Huntsville, Alabama, provided that for any claims under $5,000, You shall be entitled to bring a small claims court action in a location that is mutually convenient to You and Us.

(4) The prevailing party in any proceeding, including arbitration, will be entitled to recover its reasonable costs and attorneys’ fees.

(5) If this Arbitration Agreement is in dispute, You and We agree that the arbitrator will decide whether it is enforceable. However, if for any reason a claim proceeds in court rather than through arbitration, You and We agree that there will not be a jury trial and You and We unconditionally waive that right.

Class Action Waiver

You hereby agree that any claim brought by you against the Company shall be brought solely as an individual claim or action, and not as a class action or proceeding. YOU ACKNOWLEDGE AND AGREE THAT BY USING THE SERVICE YOU ARE WAIVING ALL RIGHTS TO A CLASS ACTION OR PROCEEDING.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

Contractual Obligations Relating to California Consumer Privacy

You acknowledge and agree that Company is a Service Provider to you under the California Consumer Privacy Act (the “CCPA”), and that certain provisions of the CCPA may apply to you and us. Accordingly, we and you agree as follows:

CommentSold is acting in the capacity of a Service Provider for you, Merchant, as such term is defined under the CCPA. As such, CommentSold will only collect, use, retain, disclose, or otherwise process the personal information provided by Merchant to CommentSold for a “Contracted Business Purposes,” defined as the performance of the specific Services set forth in this Agreement.
You and CommentSold will not collect, use, retain, disclose, sell, process or otherwise make personal information available in a way that does not comply with the CCPA.
You and CommentSold will limit personal information collection, use, retention, disclosure and processing to activities reasonably necessary and proportionate to achieve a legitimate business purpose.
You and CommentSold will comply at all times with the requirements of the CCPA, including by posting all required disclosures, promptly responding to all information requests, honoring data deletion requests, complying with any required opt in and opt outs notices, updating privacy policy notices, and otherwise complying with the collection, use, storage, dissemination and handling of customer data.
You agree to promptly notify CommentSold in the event of an information or data deletion request under CCPA, or any other action by a California consumer under CCPA that relates to information handled by CommentSold as a service provider for you.
CommentSold agrees to promptly comply with any Merchant request or instruction requiring CommentSold to provide, amend, transfer, or delete such personal information, or to stop, mitigate, or remedy any unauthorized processing.
Merchant agrees to promptly comply with any CommentSold request or instruction requiring Merchant to provide, amend, transfer, or delete such personal information, or to stop, mitigate, or remedy any unauthorized processing.
For the avoidance of doubt, nothing herein shall prohibit CommentSold from (1) lawfully collecting and storing information it obtains independently in accordance with CCPA; and/or (2) aggregating, deidentifying, or anonymizing personal information received from, so long as it is in compliance with CCPA.
Merchant and Company will reasonably cooperate and assist each other with meeting CCPA compliance obligations and responding to CCPA-related inquiries, including responding to verifiable consumer requests.
Merchant and Company must promptly notify each other if either receives any complaint, notice, or communication that directly or indirectly relates to either party’s compliance with the CCPA.
Both Merchant and CommentSold will comply with all applicable requirements of the CCPA when collecting, using, retaining, disclosing or otherwise processing personal information. We and you each certify that we understands the CCPA’s restrictions and prohibitions on selling personal information and retaining, using, disclosing or otherwise processing personal information, and will comply with all such requirements.

Copyright Notices/DMCA Take Downs

We will promptly remove materials from the Services in accordance with the Digital Millennium Copyright Act ("DMCA") if properly notified that the materials infringe a third party's copyright. In addition, We may, in appropriate circumstances, terminate the accounts of repeat copyright infringers.

Filing a DMCA Notice to Remove Copyrighted Content-for Copyright Holders

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:

1.Your name, address, telephone number, and email address (ifany).

2.A description of the copyrighted work that you claim has been infringed.

3. A description of where on the Services the material that you claim is infringing may be found, sufficient for us to locate the material (e.g., the URL).

4. A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.

5.A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

6.Your electronic or physical signature.

You may submit this information via:

1.Email:copyright@commentsold.com.

2.Offline: Copyright Agent (see contact information below)

Filing a DMCA Counter-notification to Restore Removed Content

If you believe that your material has been removed by mistake or misidentification, please provide us with a written counter-notification containing the following information:

1.Your name, address, and telephone number.

2.A description of the material that was removed and the location on the Service (e.g., the URL) where it previously appeared.

3.A statement UNDER PENALTY OF PERJURY that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.

4.A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any judicial district in which our Company may be located (which includes the United States District Court in Huntsville, AL), and that you will accept service of

process from the person who filed the original DMCA noticeor an agent of that person.

5.Your electronic or physical signature.

You may submit this information via:

1.Email:copyright@commentsold.com.

2.Offline: Copyright Agent (see contact information below)

Please note that we will send any complete counter-notifications we receive to the person who submitted the original DMCA notice. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a law suit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the removed materials. Until that time, your materials will remain removed.

Warning

In filing a DMCA notice or counter-notification, please make sure that you have complied with all of the above requirements. If we request additional information necessary to make your DMCA notice or counter-notification complete, please provide that information promptly. If you fail to comply with all of these requirements, your DMCA notice or counter-notification may not be processed further. In addition, please make sure that all of the information you provide is accurate. UNDERSECTION 512(f) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(f), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY.

We may disclose any communications concerning DMCA notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material. If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C.§ 512(c)(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information.

Copyright Agent

You may send a DMCA notice, a DMCA counter-notification, or any inquiries concerning intellectual property to Our Copyright Agent:

CommentSold, LLC, 3001 9th Ave SW, Huntsville, AL, Attn: Legal Dept.

Copyright Agent copyright@commentsold.com.

Entire Agreement

The terms of this Agreement and our Privacy Policy constitute the sole and entire agreement between you and the Company with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

Your Comments and Concerns

The Services are operated by CommentSold, LLC

All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to: support@commentsold.com.