Last Updated Date: 11/07/2024
These Marketplace Host Terms (the “Marketplace Host Terms”) in addition to the In Search Of Terms of Service (the “In Search Of Terms” and, together with the Marketplace Host Terms, the or this “Agreement”), are Supplemental Terms and govern your rights and responsibilities related to your use of In Search Of’s Marketplace Host Services. Capitalized words used but not defined in these Marketplace Host Terms have the meanings set forth in the In Search Of Terms.
“Marketplace Host Services” mean the software and related services made available by In Search Of that enable you to make a User-Hosted Marketplace available on the Services.
By using the Marketplace Host Services, you agree that you have read, understand, and agree to be bound by these Marketplace Host Terms, which together with the underlying In Search Of Terms, constitute a legally binding contract. If you are accepting these Marketplace Host Terms and using the Marketplace Host Services on behalf of a company, partnership, organization, sole proprietorship or other legal entity (a “Business”), you represent and warrant that you (i) are authorized to do so and (ii) have the authority to bind such Business to these Marketplace Host Terms, in which case the words “you” and “your” as used in the Agreement shall refer to such Business. If you do not agree to these Marketplace Host Terms, or do not have the authorization and authority referred to above, then you are not allowed to use the Marketplace Host Services.
ANY AGREEMENT YOU ENTER INTO WITH ANY OTHER USER, WHETHER IN CONNECTION WITH A TRANSACTION ON YOUR USER-HOSTED MARKETPLACE OR OTHERWISE, IS SOLELY BETWEEN YOU AND SUCH USER, AND IN SEARCH OF IS NOT AND SHALL NOT BE A PARTY THERETO.
IF YOU PURCHASE A SUBSCRIPTION (AS DEFINED BELOW) TO THE MARKETPLACE HOST SERVICES FOR A TERM (THE“INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT IN SEARCH OF’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL / DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 4.2 BELOW.
Creating a User-Hosted Marketplace. If you wish to create a User-Hosted Marketplace, you may do so by answering a variety of questions about such User-Hosted Marketplace, selecting between functionality options as then-currently made available by us, and making available any Group Guidelines that will apply to such User-Hosted Marketplace, in each case in accordance with the functionality of the Services. Subject to any privacy settings you select, User-Hosted Marketplaces are made publicly available on our Services. You acknowledge and agree that you are responsible for any and all User-Hosted Marketplaces that you Host. We reserve the right, at any time and without prior notice, to remove or disable access to any User-Hosted Marketplaces for any reason.
Group Guidelines. You may set additional Group Guidelines for your User-Hosted Marketplace in your sole discretion. Notwithstanding the foregoing, you acknowledge and agree that all such Group Guidelines must comply with and may not conflict with: (i) all applicable laws, rules, and regulations, including, as applicable, California’s Marketplace Terms and Conditions and Dispute Resolution Minimum Fairness laws (Cal. Civ. Code § 1749.7, as amended); and (ii) the terms of the Agreement.
Community Subscriptions. You may create, offer and sell to Users one (1) or more Community Subscriptions, as further described here.
Privacy.
In Search Of takes privacy very seriously and is committed to processing your personally identifiable information (“Personal Information”) and that of other In Search Of users in accordance with applicable privacy and data protection legislation. For more information on how we process Personal Information please see our current Privacy Policy. Consistent with our own Privacy Policy, we may collect certain data on how users engage with User-Hosted Marketplaces. We will share, at our sole discretion, some of this information with you. You agree that In Search Of is under no obligation to share this data with you.
Please note that our Privacy Policy only applies to the processing of Personal Information by In Search Of as a data controller, meaning whenever we process Personal Information for our own purposes. Our Privacy Policy does not apply to any processing of Personal Information by In Search Of as a data processor on behalf of a Host. Where In Search Of processes Personal Information on behalf of you as a Host, In Search Of qualifies as a data processor and you qualify as a data controller for the purposes of applicable data protection law that uses these terms. In that case the following terms apply to such data processing:
Each party shall comply with their respective statutory or regulatory data protection obligations.
You must have your own terms of use and/or privacy policies that describe your privacy practices and govern the use of Personal Information when you qualify as a data controller.
In Search Of shall process Personal Information in accordance with your instructions. In Search Of shall have no liability whatsoever for violations of privacy and data protection laws that arise as a result of In Search Of following your instructions under the Agreement.
If you collect, use, store or otherwise process Personal Information provided by or collected from In Search Of users, you must do so securely and only for as long as it is needed and always in accordance with applicable privacy and data protection laws.
You are solely responsible for complying with any laws and regulations that apply to your processing of Personal Information on the In Search Of Service, if appropriate.
You shall ensure that all Personal Information that you supply or disclose to In Search Of has been obtained fairly and lawfully and that you have obtained all necessary consents and/or privacy notices required to permit In Search Of to fulfil its obligations under the Agreement.
To the fullest extent allowed by applicable law, you agree to indemnify and hold In Search Of, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims (including but not limited to fines or other sanctions imposed by data protection authorities) for any violations of the Agreement or applicable privacy and data protection laws attributable to you.
Promotion and Giveaway Guidelines. You may, from time to time, decide to run a promotional giveaway, contest or sweepstakes through the Services (a “Promotion”). You understand that you are solely responsible for the operation of the Promotion and do so at your own risk. In Search Of will not assist in the administration of any Promotion, including without limitation advising on the legality of the Promotion or your use of any User Content collected in connection with the Promotion.
In running any Promotion, you must comply with the following terms and conditions:
You must comply with all applicable laws, rules and regulations in your operation of the Promotion.
You must provide participants with written “Official Rules” for each Promotion that, among other things, includes:
all disclosures necessary under applicable laws, rules and regulations, including without limitation: *
a description of who can enter (including age and geographic eligibility requirements),
a description of how to enter,
all key dates, including the date when the Promotion begins and ends,
a description of how and when the winners will be selected,
the number of winners,
a description of how and when winners will be notified and how and when prizes will be distributed,
a description of the prizes, including the number, nature and actual retail value of every prize offered,
a statement, as applicable, that “No Purchase or Payment is Necessary to Enter or Win”,
a statement that the “Promotion is subject to all applicable laws and regulations”,
a statement that the Promotion is “void where prohibited”,
a statement that the “Odds of winning depend on the number of entries”, if the Promotion is a game of chance,
a description of how you plan to use participant’s personal data collected in connection with the Promotion and a link or website address for your privacy policy (NB: you may only use such data in accordance with such disclosure and as legally permitted), and
any other material terms of the Promotion.
a complete release of In Search Of in connection with any claims arising out of, or in connection with, the Promotion (e.g., “BY ENTERING THIS PROMOTION, YOU AGREE TO RELEASE AND HOLD HARMLESS IN SEARCH OF, INC., ITS AFFILIATED COMPANIES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ALL CLAIMS, DAMAGES, LOSSES AND LIABILITIES ARISING OUT OF, OR IN CONNECTION WITH, THIS PROMOTION, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR ANY INJURIES, LOSSES OR DAMAGES OF ANY KIND TO PERSONS, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY RESULTING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ACCEPTANCE, POSSESSION, MISUSE OR USE OF ANY PRIZE, ENTRY OR PARTICIPATION IN THIS PROMOTION OR IN ANY PROMOTION-RELATED ACTIVITY, OR ANY CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION OR INVASION OF PRIVACY.”);
an acknowledgement by participants that the Promotion is in no way endorsed, sponsored, administered by, or associated with In Search Of (e.g., “This Promotion is in no way sponsored, endorsed or administered by, or associated with In Search Of.”); and
a statement that all questions, comments, or complaints in connection with the Promotion shall be directed to you, not In Search Of.
You may not imply any endorsement, sponsorship, or other affiliation with In Search Of in any marketing or promotion of the Promotion.
Every advertisement and promotion of the Promotion shall include a hyperlink to the Official Rules.
If the Promotion contains an element of chance (e.g., winner is chosen by random drawing) and you offer ‘purchase of products or services’ as a means of entry, you must also offer an alternative free method of entry (e.g., by email or by sending a 3x5 postcard to you). Entries made through the alternative free method of entry must have the same chance of winning as those made through purchase. Such free alternative method of entry must be clearly and conspicuously disclosed whenever you discuss the purchase method of entry.
You must administer the Promotion consistent with the disclosures under the Official Rules, including the provision of any prizes.
You may not encourage and must prohibit any unlawful activity or third-party infringement in connection with the Promotion.
* Note the above terms and conditions are not intended to be legal advice and there may be additional legal requirements that are not included herein that are applicable to your Promotion.
In Search Of reserves the right to remove, with or without notice, any Promotion content that does not comply with the foregoing terms and conditions.
Pricing; Payments.
Marketplace Host Services Fees. You will be responsible for payment of the applicable fee or commission for any Marketplace Host Services (each, a “Host Services Fee”) at the time such Host Services Fees are incurred or otherwise as set forth on or in connection with your use of the applicable Marketplace Host Service, and you agree to pay all such Host Services Fees. Host Service Fees will be communicated to you at the time you sign up for the applicable Marketplace Host Service, and may be subject to change from time to time upon prior notice to Hosts. Except as set forth in the Agreement, all fees for the Marketplace Host Services (including without limitation Host Services Fees) are non-refundable. No contract will exist between you and In Search Of for the Marketplace Host Services until we accept your order by a confirmatory e-mail, in-app message, or other appropriate means of communication.
Subscriptions. Access to and use of certain Marketplace Host Services may be purchased by Host on a time-limited basis (each a “Subscription”). Any increased Fees for existing Subscriptions will apply solely on a forward-looking basis beginning on your next billing period. The Fees for a Subscription will be billed by the App Store at the start of your Subscription or, if applicable, at the end of any free trial period, and at regular intervals in accordance with your elections at the time of purchase. The timing of billing may change at any time. Your Subscription will continue to automatically renew until your Subscription is canceled in accordance with the Agreement. After the Initial Term, and again after any subsequent Subscription period, your Subscription will automatically renew on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period at In Search Of’s then-current price for such Subscription. If you cancel your Subscription, such cancellation will be effective as of the end of your then-current Subscription term, and your Subscription will not be renewed thereafter. By purchasing a Subscription, you authorize the applicable Payment Processor to charge your payment method in accordance with your selected Subscription. Upon renewal of your Subscription, if we do not receive payment via such payment method, (i) you agree to pay all amounts due on your Account upon demand and/or (ii) you agree that In Search Of may either cancel or suspend your Subscription, suspend or terminate your User-Hosted Marketplace, and continue to attempt to charge your payment method until payment is received.
Marketplace Payment Processing; Revenue Share. In Search Of processes payments on User-Hosted Marketplaces pursuant to the In Search Of Terms, including with respect to transactions for which you are a Seller on your User-Hosted Marketplace or for which you are a Host of a Community Subscription. When a Buyer or Subscriber makes a purchase on your User-Hosted Marketplace, In Search Of charges a fee in connection with such purchase from the Buyer of such item or service or Subscriber to such Community Subscription (as applicable) (“Commission”). In Search Of shall disburse to Host a percentage of Commissions actually received by In Search Of in connection with Buyer and Subscriber purchase transactions on your User-Hosted Marketplace. Host agrees and understands that In Search Of retains sole discretion to determine the validity of transactions on your User-Hosted Marketplace, and reserves the right to withhold payment of Host’s share of Commission revenue if In Search Of believes that a transaction or transactions may be fraudulent, likely be to canceled, returned, or disputed, or otherwise in violation of the Agreement or applicable law.
By choosing to purchase a Subscription, you acknowledge and agree that it is sold as a subscription, consisting of an initial period for which there is a one-time charge, followed by recurring period charges for additional periods as agreed to by you. By choosing a Subscription, you acknowledge that such Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, PLEASE CLICK HERE TO SEE A DESCRIPTION OF THE STEPS YOU NEED TO TAKE. Unless you opt out of auto-renewal for a Subscription, which can be done by editing your subscription membership and confirming your cancellation such Subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To opt out of auto-renewal, change or resign from any Subscription at any time, go to the subscription tab in the applicable marketplace and click edit and then click cancel subscription. Please click here to see a description of the steps you need to take to opt out of auto-renewal or cancel a Subscription, or email us at support@district.net if you are need assistance. If you opt out of auto-renewal or terminate a Subscription, you may use such Subscription until the end of your then-current term, and such Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Fee paid for the then-current subscription period of such Subscription. Please note that you must opt out of auto-renewal or cancel each Subscription individually; opting out of auto-renewal or canceling one Subscription will not serve to opt out of auto-renewal or cancel any other Subscription. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS FOR A SUBSCRIPTION, YOU MUST CANCEL THE APPLICABLE SUBSCRIPTION BY ACCESSING THE SUBSCRIPTION TAB IN THE APPLICABLE MARKETPLACE AND CLICKING EDIT AND THEN CLICKING CANCEL SUBSCRIPTION OR YOU MUST TERMINATE YOUR IN SEARCH OF ACCOUNT BEFORE THE END OF THE RECURRING TERM. SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN SEARCH OF WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID. Your non-termination or continued use of a Subscription reaffirms that we are authorized to charge your Payment Method for that Subscription. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your Subscription charges are payable in advance or as otherwise described when you initially selected to use the applicable Subscription. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE. UPON RENEWAL OF YOUR SUBSCRIPTION, IF WE DO NOT RECEIVE PAYMENT VIA YOUR DESIGNATED PAYMENT METHOD, (I) YOU AGREE TO PAY ALL AMOUNTS DUE ON YOUR ACCOUNT UPON DEMAND AND/OR (II) YOU AGREE THAT IN SEARCH OF MAY EITHER CANCEL OR SUSPEND YOUR SUBSCRIPTION AND CONTINUE TO ATTEMPT TO CHARGE YOUR PAYMENT METHOD UNTIL PAYMENT IS RECEIVED. Host is obligated to make payment upon purchase of each Subscription, including for any and all applicable fees, taxes, our Fee, third-party fees and additional fees listed. Host is responsible for all charges incurred under Host’s Account, whether made by Host or another person using Host’s Account. All payments for Subscriptions must be made through the Services.
Payments for Marketplace Hosts.
Payments. When a Subscriber makes a purchase on your User-Hosted Marketplace, In Search Of shall remit any amounts payable to you in connection with such purchase to you in accordance with In Search Of’s then-current policies and procedures.
Appointment as Limited Payments Agent. To the extent applicable, Host hereby appoints In Search Of as its limited payments agent for the sole purpose of receiving, holding and settling payments to Host for purchases made of Community Subscriptions by Subscribers using or otherwise through the Services. In Search Of, through its Payment Processor, will settle payments that are actually or constructively received by In Search Of to Host, less any amounts owed to In Search Of, including without limitation Fees and other obligations as set forth in this Agreement. Host agrees that a payment actually or constructively received by In Search Of, on behalf of Host, satisfies the Subscriber’s obligation to make payment to Host for Subscriber’s applicable purchase, regardless of whether In Search Of or the Payment Processor actually settles such payment to Host. If In Search Of does not settle any such payments as described in this Agreement to Host, Host will have recourse only against In Search Of (or the Payment Processor, as applicable) and not the Subscriber, as payment is deemed made by Subscriber to Host upon constructive or actual receipt of funds by In Search Of. In accepting this appointment as the limited payments agent of Host, Host agrees that In Search Of assumes no liability for any acts or omissions of Host, and Host understands that the obligation of In Search Of or its Payment Processor to settle funds to Host is subject to and conditional upon the Subscriber’s actual payment and the terms of this Agreement.
Compliance. YOU ARE SOLELY RESPONSIBLE FOR UNDERSTANDING AND COMPLYING WITH THE LAWS APPLICABLE TO YOUR PROVISION OF A USER-HOSTED MARKETPLACE INCLUDING WITHOUT LIMITATION COMMUNITY SUBSCRIPTIONS. SOME JURISDICTIONS MAY REQUIRE REGISTRATION AND CERTAIN LICENSING AND PERMITS IN CONNECTION WITH YOUR OFFERING OF A USER-HOSTED MARKETPLACE OR YOUR OTHER USE OF THE MARKETPLACE HOST SERVICES OR YOUR OFFERING AND SALE OF COMMUNITY SUBSCRIPTIONS. YOU ARE SOLELY RESPONSIBLE FOR ALL SUCH COMPLIANCE. You represent and warrant that any use of the Marketplace Host Services by you: (i) will not breach any agreements you have entered into with any third party, and (ii) will (a) comply with all applicable laws, tax requirements, and rules and regulations that may apply to such use (including having all required permits, licenses and registrations), and (b) not conflict with the rights of any third party. In Search Of assumes no responsibility for your compliance with any agreements with or duties to (y) third parties; or (z) applicable laws, rules and regulations. PLEASE REVIEW ALL APPLICABLE LAWS, RULES AND REGULATIONS BEFORE USING THE MARKETPLACE HOST SERVICES.
Relationship with In Search Of.
You acknowledge and agree that In Search Of’s responsibilities to you are limited to: (i) facilitating the availability of the Website and Services in accordance with the Agreement and (ii) serving as the limited payment collection agent of Hosts in certain instances for the sole purposes of accepting payments from Subscribers on behalf of the Hosts. . Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between In Search Of and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving In Search Of that is inconsistent with your being an independent contractor (and not an employee) of In Search Of. You are not the agent of In Search Of and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of In Search Of. Without limiting the generality of the foregoing:
You are not entitled to or eligible for any benefits that In Search Of may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, In Search Of will not withhold or make payments for social security or payroll taxes of any kind, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf, nor will you be entitled to any of the foregoing. If, notwithstanding the foregoing, you are reclassified as an employee of In Search Of, or any affiliate of In Search Of, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal, national, state or foreign agency (in each case, as applicable) as the result of any administrative or judicial proceeding, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by In Search Of. In addition, you waive any and all rights, if any, to participation in any of the fringe benefit plans or programs including, but not limited to, health, sickness, accident or dental coverage, life insurance, disability benefits, severance, accidental death and dismemberment coverage, unemployment insurance coverage, workers’ compensation coverage, and pension or 401(k) benefit(s) provided by In Search Of to its employees.
You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from payments to you under this Agreement, and you agree to do so in a timely manner. If applicable, In Search Of will report the payments paid to you under this Agreement by filing any forms, including Internal Revenue Service forms, as required by applicable law. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions.
Disclaimers. You are solely responsible for your own acts and omissions in connection with your User-Hosted Marketplace, including without limitation Community Subscriptions. YOU AND IN SEARCH OF AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE AGREEMENT, THE MARKETPLACE HOST SERVICES, YOUR USER-HOSTED MARKETPLACE(S) OR ANY COMMUNITY SUBSCRIPTION MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.