TERMS OF SERVICE AGREEMENT
LAST UPDATED: 12/17/2020
- Balance Due: For each Verified Sale, the Net Revenue less the Sales Commission.
- Content: Content and other materials contained on the Site, including, without limitation, the WOTFA logo and all designs, text, graphics, pictures, information, data, software, sound files, User Information, other files and the selection and arrangement thereof.
- Credential: A password, user identification code or methodology which allows access to the Site.
- Intellectual Property Rights: All United States and worldwide trademarks, service marks, trade names, trade dress, logos, copyrights, rights of authorship, inventions, moral rights, patents, rights of inventorship, all applications, registrations and renewals in connection with any of the above, database rights, know-how, trade secrets, rights of publicity, privacy and/or defamation, rights under unfair competition and unfair trade practices laws, and all other intellectual and industrial property rights related thereto.
- Net Revenue: The gross amount paid by a Purchaser and received by WOTFA for the purchase of a Product or Service from a Seller via the Site less (a) amounts collected from the Purchaser by WOTFA or paid by WOTFA for sales or use taxes or duties on such Sale, (b) the Payment Processing Fees, if any, and (c) credits and chargebacks of any kind charged to WOTFA with respect to such Sale.
- Seller Fee: The fee due for being a Seller on the Site and being able to create a profile, list Products and Services for sale on the Site and fulfill purchases of Products and Services through the Site. The then-current Seller Fee is posted on the Site at https://lms.wotfa.org/pricing and is incorporated into this Agreement by reference. WOTFA may change the Seller Fee from time to time. WOTFA’S changes to the Seller Fee is effective fifteen (15) days following WOTFA’S notice to you of the changes, which will be provided by posting the changes on the Site at https://lms.wofa.org/fees. Unless otherwise stated, all fees are quoted in U.S. Dollars
- Payment Processing Fees: The processing and service charges and fees that are assessed by the credit card issuer, automated clearinghouse network, electronic check provider or other banking institution to process a payment pursuant to a Sale hereunder.
- Sales Commission: The amount due from Sales revenue of each Product or Service sold through the Site. The then-current Sales Commission is posted on the Site at https://lms.wotfa.org/fees and is incorporated into this Agreement by reference. WOTFA may change the Sales Commission from time to time. WOTFA changes to the Sales Commission is effective fifteen (15) days following WOTFA notice to you of the changes, which will be provided by posting the changes on the Site at https://lms.wotfa.org/pricing. Unless otherwise stated, all fees are quoted in U.S. Dollars.
- Product: A product or service advertised and sold by a Seller using the Site.
- Purchaser: An individual who buys Products and Services through the Site.
- Registration: All permits, licenses and registrations required under applicable law in order to sell the applicable Products or to provide the applicable Service being advertised by Seller.
- Sale: An agreement between Seller and a Purchaser that Seller will sell and the Purchaser will purchase Products or Services through the Site. A Sale takes place when a Purchaser agrees, through the Site, to purchase Products or Services from Seller according to the terms set forth by Seller on the Site.
- Sales Amount: The total dollar amount of a Sale, and is comprised of the aggregate amount of all individual items to be sold in such Sale.
- Seller: A provider who sells and delivers Products and Services through the Site.
- Service: A service advertised and sold by a Seller using the Site.
- WOTFA’s Confidential Information: Confidential information regarding WOTFA’s business, including without limitation the Site, other documentation, know-how, inventions, formulae, designs, research and development activities and other proprietary information which constitutes trade secrets of WOTFA.
- User: A Purchaser or Seller using the Site, or both, as the context requires.
- User Information: With respect to each User, (i) such User’s name, address, phone, fax and other contact information, (ii) such User’s image or likeness and biographical information, (iii) if User is a Seller, Product images, Product and Service descriptive text as provided by the User to WOTFA, and (iv) any other data or Content entered or modified on the Site by such User.
- Verified Sale: The sale of a Product or Service via the Site that has been fulfilled by a Seller in accordance with the terms of this Agreement and for which the Purchaser has provided to WOTFA confirmation of delivery in accordance with WOTFA’s delivery confirmation policies/requirements as the same may exist and be communicated to Users from time to time.
ABOUT THE SITE
LICENSE TO ACCESS AND USE OUR SITE
LICENSE TO USE YOUR USER INFORMATION
INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
When you are acting as a Seller, you agree that any Purchaser’s User Information provided to you incident to a Sale shall be WOTFA’s Confidential Information and the sole property of WOTFA. You will respect and protect this confidentiality as required herein. You will not sell, rent or otherwise transfer such information or the right to use such information. You will use the information only for fulfilling Sales. You will not mail to or otherwise solicit or initiate contact of any kind using any User names or addresses supplied by WOTFA without WOTFA’s specific permission.
When you are acting as a Seller, WOTFA may disclose to you WOTFA’s Confidential Information. You shall not in any way disclose, copy, modify, distribute or otherwise transfer WOTFA’s Confidential Information, or any part thereof, to any other person or entity at any time. You have the right to disclose WOTFA’s Confidential Information only to your employees who have a specific need to know in order to perform your obligations as a Seller hereunder, but you shall be responsible for all of your employees’ actions. You shall use WOTFA’s Confidential Information only to properly fulfill your obligations as a Seller hereunder, and not for any other purpose. WOTFA does not represent that WOTFA’s Confidential Information we may disclose hereunder will meet your requirements or that WOTFA’s Confidential Information when combined with other information or when used in a particular way by you will be sufficient or suitable for your purpose. Upon our request, you shall immediately return to us the originals and all copies of any of WOTFA’s Confidential Information, whether on magnetic media, written materials or otherwise. Notwithstanding anything else herein, you may disclose WOTFA’s Confidential Information to the extent required by applicable law, provided you give us reasonable advance notice of such disclosure. For the avoidance of doubt, WOTFA’s Confidential Information shall include the User Information.
You acknowledge that your breach of confidentiality may result in irreparable and continuing damage to WOTFA for which there will be no adequate remedy by law, and you agree that in the event of such breach we will be entitled to injunctive relief and other equitable remedies in addition to all other remedies available.
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct
- Use or attempt to use another User’s account without authorization from such User and WOTFA
- Use the Site in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Site or that could damage, disable, overburden or impair the functioning of the Site in any manner
- Reverse engineer any aspect of the Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Site
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Site that you are not authorized to access;
- Develop any third party applications that interact with User Information or the Site without our prior written consent
- Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Site, extract data or otherwise interfere with or modify the rendering of Site pages or functionality; or
- Use the Site for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement.
- Is unlawful, harmful to adults or minors, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, offensive, invasive of another’s privacy, hateful, and/or racially, ethnically, and/or otherwise objectionable; has a commercial, political, or religious purpose
- Is false, misleading, and/or not written in good faith;
- Creates a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication
- Infringes any patent, trademark, trade secret, copyright, right of privacy and/or publicity, and/or other proprietary rights of any person and/or entity
- Is illegal and/or promotes illegal activity
- Contains unauthorized advertising and/or solicits users to a business other than those on the Site; and/or
- Is intended to interrupt, destroy, or limit the functionality or integrity of any computer software, hardware, or Content on the Site or other websites.
- to use the Site only in accordance with applicable law, including, but not limited to, all applicable Registrations and related requirements
- to obtain, and maintain in good standing throughout the term of this Agreement, all Registrations prior to and as a condition to use of the Site and offer and sale of any Products and Services.
- not to modify, sublicense, distribute, market, transfer, reverse engineer, reverse compile or make any copies of any element of the Site.
- That you are solely responsible for any and all acts and omissions that occur under your account, and that you shall not to engage in unacceptable use of the Site.
FINANCIAL PROVISIONS APPLICABLE TO SELLERS
SALES AND PAYMENT
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 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.”
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL WOTFA BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE, OR OTHER ECONOMIC ADVANTAGE), EVEN IF WOTFA HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF A WARRANTY, CONTRACT, OR NEGLIGENCE ACTION THAT IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, PERFORMANCE OF, PRODUCTS OR SERVICES PROVIDED ON OR THROUGH THE SITE. WOTFA ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOADING OF ANY MATERIAL FROM THE SITE. WOTFA ASSUMES NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, OR MATERIAL AVAILABLE ON OR THROUGH THE SITE, AS WELL AS ANY THIRD PARTY WEBSITE PAGES OR ADDITIONAL WEBSITES LINKED TO THIS SITE, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, INACCURACY CONTAINED THEREIN, OR HARM TO PERSON OR PROPERTY CAUSED THEREBY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL WOTFA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN WARRANTY, CONTRACT, OR TORT EXCEED (A) THE AMOUNT PAID BY YOU TO WOTFA, IF ANY, OR (B) $1,000 (WHICHEVER IS LESS). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
TERMINATION AND VIOLATIONS OF THE AGREEMENT
Upon termination of this Agreement for any reason or no reason: (a) your access rights will terminate and you must immediately cease all use of the Site; and (b) any provision of this Agreement that contemplates or governs performance or observance subsequent to termination of this Agreement will survive the termination of this Agreement.
WOTFA reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including, without limitation, the right to block access to the Site from a particular account, device and/or IP address.
You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be null and void.
You have no right to assign, delegate, transfer or otherwise encumber this Agreement or any portion thereof without WOTFA’s prior written consent.
WOTFA shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by delivering such amended terms to you by email at the address provided to WOTFA by you or by posting the changes on the Site. Your access to or use of the Site after the date such amended terms are delivered to you shall be deemed to constitute acceptance of such amended terms.
If any provision, or part thereof, of this Agreement is judicially declared invalid, void or unenforceable, each and every other provision, or part thereof, nevertheless shall continue in full force and effect, and the unenforceable provision shall be changed or interpreted so as best to accomplish the objectives and intent of such provision within the limits of applicable law.
This Agreement shall be interpreted and enforced according to the laws of the State of Washington, without application of its conflicts or choice of law rules. This Agreement shall be deemed to be performed in Thurston County, Washington. Both parties irrevocably submit to the jurisdiction of the state or federal courts located in Thurston County, Washington, for any action or proceeding regarding this Agreement, and both parties waive any right to object to the jurisdiction or venue of the courts in Thurston County, Washington. The failure of either party to enforce any of its rights hereunder or at law shall not be deemed a waiver or a continuing waiver of any of its rights or remedies against the other party, unless such failure or waiver is in writing. In the event a dispute arises regarding this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and expenses incurred in addition to any other relief to which it is entitled.
If you have any questions regarding this Agreement, please visit our “Contact Us” page for answers and our contact information.
RIGHTS AND REMEDIES NOT EXCLUSIVE
No right or remedy available to WOTFA under this Agreement shall be exclusive of any other right or remedy available to WOTFA pursuant to applicable law, and all rights or remedies available to WOTFA under this Agreement or applicable law shall be cumulative and in addition to every other right or remedy available to WOTFA.
Occasionally there may be information on the Site that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. WOTFA reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.
WOTFA does not control the information provided by other users and made available through the Site. You may find other user’s information to be inaccurate or deceptive. Please use caution, common sense, and practice safe trading when using the Site.
The headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.