MERCHANT Terms and Conditions
Stones Corner Market (“SCM”) website (the “Site”) provides its services to Merchants subject to the following conditions.
Subject to the terms hereunder, SCM hereby grants to Licensee a limited, non-exclusive, non-transferable, revocable license, without the right to sub-license, to install and operate the Licensed Software and to operate an account on the SCM website and related applications solely for the benefit of Licensee and not for any third party, until the termination of this Agreement. Any rights not expressly granted here under are reserved. There are no implied rights of any kind. To the extent that the Licensed Software includes intellectual property rights of any third party (“Third Party Rights”), the license granted is to the extent that SCM is able to license such Third Party Rights.
Licensee shall not (a) make copies of or further distribute the Licensed Software, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the Licensed Software, (c) alter, modify or adapt the Licensed Software or the SCM Services, including but not limited to, translating, disassembling, reverse engineering, or creating derivative works, (d) export the Licensed Software without the appropriate foreign government licenses and without SCM prior written approval, (e) resell, rent or otherwise provide access to the SCM services to a third party or (f) take any action in an attempt to obtain any other SCM user’s data, cause malfunction, crash, tamper with or otherwise impair the SCM website and related applications, and their services. Any rights not expressly granted here under are reserved by SCM.
No rights in the Licensed Software or SCM Services are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.
End Customer Personal Information
NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED UNDER GOVERNING LAW.
LICENSEE AGREES THAT THE LICENSED SOFTWARE AND SCM SERVICES ARE PROVIDED “AS IS.” WITHOUT ANY WARRANTY EXPRESS OR IMPLIED AND WHETHER AS TO MERCHANT-ABILITY, FITNESS FOR PURPOSE OR INFRINGEMENT. NO WARRANTY OR REPRESENTATION IS GIVEN, AND/OR ANY LIABILITY IS ACCEPTED, BY SCM IN RELATION TO THIRD PARTY RIGHTS. ANY USE OF THE LICENSED SOFTWARE AND SCM SERVICES IS AT LICENSEE’S SOLE AND ABSOLUTE RISK. IN NO EVENT, WILL SCM OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR CONSULTANTS (“SCM PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE SCM SERVICES, ERRORS IN OR LOSS OF ANY DATA. SPECIFICALLY, SCM IS NOT RESPONSIBLE FOR ANY COSTS INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE OR SCM SERVICES, LOSS OF DATA, THE COSTS OF RECOVERING DATA, ANY LOSSES INCURRED ARISING IN ANY WAY FROM USE OF THE OFFLINE CREDIT PAYMENTS FEATURE, ANY CLAIMS BY THIRD PARTIES, OR FOR ANY OTHER SIMILAR COSTS, LOSSES, OR DAMAGES YOU MIGHT INCUR. SCM MAKES NO WARRANTY OF ANY KIND AS TO THE SUITABILITY OR ADEQUACY OF THE LICENSED SOFTWARE OR SCM SERVICES FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GIVEN THAT LICENSEE IS IN A BETTER POSITION THAN SCM TO FORESEE AND EVALUATE ANY POTENTIAL DAMAGE OR LOSS WHICH LICENSEE MAY SUFFER IN CONNECTION WITH THE USE OF THE LICENSED SOFTWARE AND/OR THE SCM SERVICES AND THAT SCM CANNOT ADEQUATELY INSURE ITS POTENTIAL LIABILITY TO LICENSEE, LICENSEE ACKNOWLEDGES AND AGREES THAT THE EXCLUSIONS AND LIMITATIONS CONTAINED HEREIN ARE REASONABLE. TO THE EXTENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT WITH JURISDICTION TO BE UNREASONABLE, SCM’S AGGREGATE LIABILITY SHALL NOT EXCEED $100. LICENSEE SHALL ACT AT ALL TIMES TO MITIGATE ANY LIABILITY.
LICENSEE ACKNOWLEDGES AND AGREES THAT SHARING OF ITS ACCOUNT INFORMATION, LOGIN INFORMATION OR PASSWORDS SHALL BE AT ITS SOLE AND ABSOLUTE RISK AND THAT SCM SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING AS A RESULT OF SUCH SHARING.
Licensee may terminate this license at any time by providing a 30 days’ prior written notice. All fees paid are non-refundable. SCM, in its sole discretion, has the right to suspend or terminate this license and your account and refuse any and all current or future use of the SCM Services for any reason at any time. Licensee’s duties to (i) pay amounts due and payable, (ii) refrain from any kind of reverse engineering or other act in violation of this agreement or (iii) indemnify SCM and the SCM Parties shall survive termination of this Agreement. Upon termination Licensee will destroy all copies of the Licensed Software and documentation onto which the Licensed Software or documentation has been installed. Upon termination SCM shall terminate the Licensee’s access to their SCM account, the account itself and the data residing therein. LICENSEE MUST EXPORT THEIR ACCOUNT DATA PRIOR TO TERMINATION OF THE SCM SERVICE. SCM SHALL NOT BE RESPONSIBLE FOR LICENSEE ACCOUNT DATA AFTER TERMINATION. In addition, SCM reserves the right and Licensee acknowledges such right for SCM to terminate service of Licensee’s account on 30 days’ notice if SCM determines in its sole discretion that it is not capable of fully meeting the apparent requirements of Licensee.
Licensee agrees that the Licensed Software and the operation of the SCM Services and its processes are the confidential information of SCM and agrees not to disclose such software or such operation and processes to any third party. Licensee agrees that breach of this duty of confidentiality shall cause irreparable harm for which monetary damages would be difficult to quantify or insufficient and therefore SCM shall be entitled to immediate injunctive relief in the event of breach without an obligation of posting bond.
Credit Card Processing
Licensee understands SCM will only process payments on their behalf with the given credit card processing SCM deems suitable. SCM will ensure tht all payments are processed through a secure payment portal with a payment provided that is well recognised. The Licensee understands that the professing fees of such payment platform will be passed on and direct debited from payments submitted to the Licensee. All payments will be sent to Licensee within 14 business days.
Licensee understands and agrees to ensure that all orders are dispatched within 1 business day from when SCM notifies them of a new order. Licensee also agrees to provide SCM with shipping dispatch details once parcel is dispatched. The Licensee agrees and understands that any transaction requiring a refund will be processed between the Merchant and the customer and will not involve SCM in any form. Licensee accepts that all orders received on behalf of customers will be issued to them as Purchase Orders with a 30 day payment term.
The Licensee represents and warrants that it has the due right and power to enter into this Agreement, entering into this Agreement will not cause the breach of any agreement Licensee has with a third party and that all of the registration information provided to SCM is accurate in all respects. The Licensee also represents and warrants that it will continue to comply with STONES CORNER MARKET Terms & Conditions upon joining SCM platform.
This Agreement shall be construed under the laws of the State Queensland, Australia. as applied to contracts performed entirely within the state. Any dispute arising under this Agreement shall be exclusively heard in the state arbitration courts in Queensland, Australia. Each party hereto consents to the jurisdiction of such with regard to matters arising in connection with this Agreement and waives any claim it has that such a forum is inconvenient.