MEMBER AGREEMENT
THE FOLLOWING DESCRIBES THE TERMS ON WHICH KNOTCARVER.COM OFFERS YOU ACCESS TO OUR MEMBER SERVICES.
Welcome to the member agreement (the "Agreement" or "Member Agreement") for Knotcarver.com. This Agreement describes the terms and conditions that apply to your use of our services and our Privacy Policy available under the domain www.knotcarver.com (the "Site"). If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our services.
If you have any questions, please refer to our Frequently Asked Questions.
You must read, agree with and accept all of the terms and conditions contained in this Member Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a member of Knotcarver.com. We strongly recommend that, as you read this Member Agreement, you also access and read the information contained in the other pages referred to in this document, as they may contain further terms and conditions that apply to you as a Knotcarver.com member. Please note: underlined words and phrases are links to these pages.
We may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the Site. This Agreement is effective upon acceptance in registration for new registering members, and is otherwise effective on August 25th, 2003 for all members.
1. Membership Eligibility.
Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended Knotcarver.com members. Further, your Knotcarver.com account and User ID may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. Knotcarver.com reserves the right to refuse membership to anyone, solely at our own discretion, if we feel that an applicant's goods offered for sale are inferior, inappropriate or may harm the integrity of knotcarver.com and it's members for any reason.
2. Fees and Services.
Registering with Knotcarver.com is free. The full use of our services also remains completely free until you sell at least $60.00 or more for two consecutive months. We then charge you a monthly fee of $30.00/month to list items for sale through our Site. Thereafter, if your sales drop below $60.00/month, you are not charged. Our Fees & Payments Policy is available and is incorporated into this Agreement by reference. We may change our Fee Policy and the fees for our services from time to time. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using our service and the Site and all applicable taxes.
3. Knotcarver.com is a Venue.
Knotcarver.com is not a traditional retailer or wholesaler. Although we are commonly referred to as an online store, it is important to realize that we are not a traditional business. Instead, the Site acts as a venue to allow members to offer and sell their carvings and materials at anytime, from anywhere. While we do handle the actual transaction between buyers and sellers, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. We cannot ensure that a buyer or seller will actually complete a transaction.
4. Release.
Because we are a venue, in the event that you have a dispute arising from sales initiated on Knotcarver.com, you release Knotcarver.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, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
5. Information Control.
We do not control the information provided by members that is made available through our system. While we strive to encourage clear and honest listings on the Site, you may find other member's information to be inaccurate, or deceptive. Knotcarver.com is not responsible for the acts or omissions of members on the Site.
6. Listing Description.
You must be legally able to sell the item(s) you list for sale on the Site. You must describe your item and all terms of sale on the listing page of the Site. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All listed items must be listed in an appropriate category. All items in multiple item listings must be identical.
7. Fraud.
Without limiting any other remedies, Knotcarver.com may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
8. Infringement.
Knotcarver.com will remove listed items that infringe upon the copyright, trademark or other rights of third parties. Rights owners can report listings offering infringing items, and request that such items be removed.
9. Definition.
"Your Information" is defined as any information you provide to us in registration or in listing items. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.
10. Restricted Activities.
Your Information (or any items listed) and your activities on the Site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain child pornography; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement; (bb) are identical to other items you have listed but are not identically priced; or (cc) you do not have a right to link to or include. Furthermore, you may not list any item on the Site (or consummate any transaction that was initiated using our service) that could cause us to violate any applicable law, statute, ordinance or regulation.
11. License.
Solely to enable Knotcarver.com to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. Knotcarver.com will only use Your Information in accordance with our Privacy Policy.
12. Integrity.
You may not take any actions that may undermine the integrity of the Site. We may limit the number of listings you may place on the Site if you persistently fail to complete transactions in a timely manner or if we receive substantial customer complaints. In any case of this nature your membership may be suspended, and you may be unable to list.
13. Breach.
Without limiting other remedies, we may limit your activity, immediately remove your item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our members or us.
14. Privacy.
We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent and we only use your information as described in the Privacy Policy. We view protection of members' privacy as a very important community principle. We understand clearly that you and your information is one of our most important assets. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. We use third parties to verify and certify our privacy principles. If you object to your Information being transferred or used in this way please do not use our services.
15. No Warranty.
WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
16. Liability Limit.
IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
17. Indemnity.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
18. Legal Compliance.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing and sale of items.
19. No Agency.
You and Knotcarver.com are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
20. Notices.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Knotcarver.com P.O. Box 457, Canyon City, OR 97820 (in the case of Knotcarver.com) or to the email address you provide to Knotcarver.com during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Knotcarver.com during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
21. Resolution of Disputes.
In the event a dispute arises between you and Knotcarver.com, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Knotcarver.com agree that any claim or controversy at law or equity that arises out of this Agreement or our services ("Claims") shall be resolved in accordance with one of the sections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution and we will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.
22. Binding Arbitration.
For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or Knotcarver.com may elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
23. Court.
Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Grant County, Oregon. You and Knotcarver.com agree to submit to the personal jurisdiction of the courts located within Grant County, Oregon.
24. Alternative Dispute Resolution.
Alternatively, Knotcarver.com will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in Grant County, Oregon or another location mutually agreed upon by the parties.
All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with Sections 21 through 24 by the first party to file a Claim. Should either party file an action contrary to these Sections 21 through 24, the other party may recover attorneys' fees and costs up to $1000, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.
25. Additional Terms.
The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific services offered on the Site:
Fees & Payments Policy: http://www.Knotcarver.com/about/fees.php
Shipping Policy: http://www.Knotcarver.com/about/shipping.php
Special Orders: http://www.Knotcarver.com/about/spcl_orders.php
Return Policy: http://www.Knotcarver.com/about/returns.php
Each of these policies may be changed from time to time and are effective immediately after we post the changes on the Site. In addition, when using particular services on the Site, you agree that you are subject to any posted policies or rules applicable to services you use through the Site, which may be posted from time to time. All such posted policies or rules are hereby incorporated by reference into this Agreement.
26. General.
This Agreement shall be governed in all respects by the laws of the State of Oregon as such laws are applied to agreements entered into and to be performed entirely within Oregon between Oregon residents. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Knotcarver.com in accordance with Section 20 "Notices", in our sole discretion, Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections shall survive any termination or expiration of this Agreement.
27. Disclosures.
The services hereunder are offered by Knotcarver.com, located P.O. Box 457, Canyon City, OR 97820.
Disputes between you and Knotcarver.com regarding our services may be reported to Member Support by going to http://www.Knotcarver.com/support.php.
