Last Updated on March 14, 2017
THESE TERMS AND CONDITIONS (“AGREEMENT”) ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU, AS BUYER (“YOU,” “YOUR,” OR “USER”) AND FLOATTHAT CORPORATION (“WE” OR “FLOATTHAT”), THE OWNER AND OPERATOR OF THE WWW.FLOATTHAT.COM WEBSITE (THE “SITE”). THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND THE PURCHASE OF PRODUCTS SOLD ON IT (THE “FLOATTHAT PLATFORM”). BY ACCESSING AND USING THE WEB SITE, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH, THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, ACCESS OR USE THE SITE OR PURCHASE PRODUCTS FROM THE SITE.
The Site is a platform through which third party sellers may advertise and offer products for sale (the “Sellers”) to buyers who desire to purchase those products (the “Buyers”). The Site is also a platform through which Floatthat will offer to sell products directly to the Buyers. This Agreement is related solely to the relationship between Floatthat and the Buyers. For the terms and conditions of any transactions between Sellers and Buyers, please see our “Terms and Conditions - Sellers and Buyers” by clicking on the following link: Terms & Conditions.
Users agree to provide accurate, current and complete information as required for the purchase of the products and which we may submit to the third party payment processing service we use to process order and bill fees to your credit card. We reserve the right to block further sales to Users who provide false, inaccurate or incomplete data. Floatthat’s Privacy Policy explains how User’s personally identifiable information is collected, used and disclosed. We respect your privacy and will use the information provided by you only in accordance with this Agreement and the Privacy Policy. Further, you agree to be bound by the terms of Floatthat’s Privacy Policy which can be found at the following link: Privacy Policy.
3.1 Accounts
In order to conduct transactions on this Site, you must register and open an account on the Site. You must be aged 18 or over to be eligible to register with Floatthat. There is no fee payable to set up the account. By creating an account, you warrant that you have full and unrestricted power and authority to use the Site and the Floatthat Platform and have the legal capacity to enter into binding contracts. Except with Floatthat’s approval, you may only register one member account on the Site. Further, Floatthat may reject your application for registration for any reason.
You represent and warrant that all registration information you provide when opening the account is complete, true and accurate in all respects and that you will maintain and promptly update such information and material to keep it true, accurate, complete, and current.
3.2 Passwords
You are responsible for maintaining the confidentiality of your passwords and you are responsible for all activities that occur in using your passwords. You agree not to share your passwords, let anyone else access your passwords or do anything else that might jeopardize the security of your passwords. You agree to notify Floatthat if there is any unauthorized use of your password on this Site or you know of any other breach of security in relation to this Site.
3.3 Cancellation
Floatthat may immediately suspend or cancel your account without liability to Floatthat by notifying you in writing if:
(i) you contravene any provisions set out in this Agreement;
(ii) any information you provide to Floatthat proves to be inaccurate, not current or incomplete; or
(iii) in Floatthat's sole discretion, you are not or are no longer eligible or suitable to be listed on the Floatthat Platform or to use the Floatthat Platform.
You may cancel your account at any time.
Notwithstanding any such cancellation, you must continue to make payment for any products received through the Floatthat Platform following the date of termination in the manner provided for in the Payment Terms (as set forth in Section 5.2 below).
4.1 Use of Site
Subject to your compliance with this Agreement, Floatthat hereby grants you a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to access the Site and use the content, information, text, images, logos, icons, graphics, interfaces, site design, audio, and video clips and any other materials displayed on the Site (collectively, the “Content”), solely for your personal, non-commercial use. You may not copy, modify, reproduce, retransmit, publicly display or perform, distribute or otherwise use the Content except as expressly set forth in this Agreement. You may not remove any copyright or other proprietary notices from any Content. If you breach any term of this Agreement, your authorization to use the Site and Content automatically terminates without notice to you.
You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Content or otherwise attempt to gain unauthorized access to any portion of the Site or Content or any other systems or networks connected to the Site, or to any server of Floatthat or its third party service providers, by hacking, password “mining,” or any other illegal means; (b) use any “deep-link,” “page scrape,” “robot,” “spider,” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy or monitor any portion of the Site or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Site or with any other person’s use of the Site; (d) track or seek to trace any information on any other person who visits the Site; use the Site or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations; or (f) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any proprietary software used to provide or maintain the Site or Content or that is otherwise applicable to the Site or the Content.
4.2 Intellectual Property Rights
You hereby acknowledge and agree that Floatthat or its licensors own all legal right, title and interest in and to the Content and the Site, including but not limited to any copyrights, trademark rights, patent rights, moral rights, and other intellectual property and proprietary rights therein, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Your use of the Site does not grant you ownership of any kind in any Content you may access on or through this Site. Floatthat is a trademark of Floatthat, Inc. Unauthorized use is strictly prohibited.
4.3 User Submissions
The Site may offer you the opportunity to post articles, comments, photographs, videos, artwork and other content on the Site (collectively the “User Submissions”). By making a User Submission, you grant to Floatthat an unrestricted, royalty-free, perpetual, irrevocable and fully sublicensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, exhibit and display such User Submissions throughout the world in any and all media and formats, whether now known or hereafter developed, for any purpose whatsoever, without compensation or acknowledgement of its source. You further agree that Floatthat is free to use any ideas, concepts, or know-how that you or individuals acting on your behalf provide to Floatthat without any monetary or other obligation to you. To the maximum extent permitted by law, you waive any and all “moral rights” you may have in User Submissions.
You agree not to post on or transmit to the Site or otherwise provide to Floatthat any User Submission or other material that:
You are solely responsible for your User Submissions and you agree to defend, indemnify and hold harmless Floatthat and its members, employees and agents from and against any losses, expenses, liabilities, claims, costs and damages (“Claims”) arising from your User Submission, including but not limited to, any Claim arising out of breach of this Agreement or for infringement of copyright, trademark, patent or other proprietary rights. You understand and acknowledge that User Submissions may be published and that Floatthat has no obligation to keep such User Submissions confidential. You further agree that any User Submission you provide does not contain any confidential, proprietary or trade secret information of any third party. We have no obligation to store, keep copies or return any User Submission.
We reserve the right to take any action with respect to User Submissions that we deem necessary or appropriate in our sole discretion if we believe any User Submission violates this Agreement, is inappropriate on the Site, may create liability for Floatthat, or may cause Floatthat to lose (in whole or in part) the services of its internet service provider, advertisers, or other suppliers. Such action may include, but is not limited to, removing, deleting, modifying or altering User Submissions, either with or without notice to you.
5.1 Sales of Products to End Users Only
Floatthat sells various products (the “Products”) from the Site to Buyers who purchase the Products only for their own personal, non-commercial use. You may not purchase Products for further distribution or resale or for any other commercial or business purpose.
5.2 Pricing
Pricing for the Products shall depend on the Product and shall be set in the sole discretion of Floatthat. We reserve the right to change prices for Products at any time, and we do not provide price protection or refunds in the event of promotions or price decreases.
5.3 Float Bucks
If a Buyer places a bid on a product and does not win, that Buyer will be issued a credit in the amount of such bid (“Float Bucks”). Float Bucks may only be used on the Site and they are only valid towards the purchase of a Product of equal or greater value in the future. Float Bucks are nontransferable and they cannot be exchanged for cash.
5.4 Refund/Cancellation Policy
If you are dissatisfied with the service or Product provided to you by Floatthat, please contact customerservice@floatthat.com to state any complaints with said service or Products. Any resolution regarding refund to the Consumer will not exceed the amount that you paid for your returned Product. Refund requests must be made directly to Floatthat at customerservice@floatthat.com. All refund requests must be made within thirty (30) days of the date of shipment by Floatthat. Any refunds will be returned to the Customer’s credit card in which the Products were most recently purchased under. No cash, check or any other refund payment method will be issued. You are responsible for contacting your credit card company if you have questions about the status of the chargeback. We will not provide a refund for a request that is not received by Floatthat more than thirty (30) days after the date of original shipment and any such Product must still be unopened and in its original packaging.
If you want to cancel or amend an existing order, please contact customerservice@floatthat.com and we will accommodate your cancellation or amendment request so long as the Product(s) has not yet been shipped to you.
5.5 Payment Methods
Floatthat accepts only valid credit card payments. Such payment are collected by a third party specializing in the collection, transmitting and storing of credit card information. This third party is PCI DSS compliant and all credit card and payment information is stored by said third party to ensure complete privacy and security of your payment credentials.
You agree to pay all charges for the Products you have chosen to purchase at checkout as well as any sales and use taxes and shipping and handling fees that may apply to your purchase of Products based on the address you provide as the shipping address when you checkout, and you authorize Floatthat or the third party payment processing service provider that we engage to charge your credit card for any such taxes and fees. These taxes and fees will be clearly listed on the final checkout page for your review before submitting your payment details.
If for any reason Floatthat cannot charge your credit card, no shipment of Products will be sent out by Floatthat. This suspension of service will remain in effect until you update your payment information.
5.6 Shipping and Product Acceptance
Shipping dates are estimates only, however, we do strive to ship products within seven (7) days of an order being placed by you. All shipments are sent Priority Mail US Postal Services. The risk of loss and title for all Products purchased via the Site pass to you upon delivery of the item to the carrier.
6.1 Third Party Sites
The Site may provide links to third party Sites that are not owned or controlled by Floatthat, including, without limitation, Facebook, Twitter, and Instagram (the “Third Party Sites”). We provide such links solely as a convenience to you. We do not review, approve, endorse or make any representations about such Third Party Sites, the companies or persons who own and/or operate them, or any information, software or other products and services made available through such Third Party Sites, or any results that may be obtained from using them. If you decide to access any such Third Party Sites linked to the Site, you are solely responsible for your activities conducted in connection with such Third Party Sites. Your use of Third Party Sites is subject to the terms of use and privacy policies located on the Third Party Sites which may be different from this Agreement or our Privacy Policy and, therefore, we recommend that you review such Third Party Site privacy policies.
6.2 Indemnification
You hereby agree to defend, indemnify, and hold Floatthat harmless from and against, any and all losses, liabilities, damages, and/or claims (including, without limitation, attorney’s fees and costs) arising from:
(i) your use of the Site or any content you submit through the Site;
(ii) a breach of these Terms of Use by you, your employees or agents;
(iii) a breach of any applicable law by you, your employees or agents; and
(iv) any action against Floatthat by a third party as a consequence of any of the above.
Floatthat cannot and does not represent or warrant that the Site or its server will be error-free, uninterrupted, free from unauthorized access (including third party hackers or denial of service attacks), or otherwise meet your requirements.
THE SITE, CONTENT, AND PRODUCTS ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. FLOATTHAT, ON BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE “FLOATTHAT PARTIES”): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT OR PRODUCTS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE OR CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, OR PRODUCTS WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE USE OF THE SITE, CONTENT OR PRODUCTS IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS OR OTHERWISE. YOUR USE OF THE SITE, CONTENT OR PRODUCTS IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE, CONTENT OR PRODUCTS.
IN NO EVENT SHALL ANY FLOATTHAT PARTY BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF VALUE OF THE PRODUCTS OR LOSS OF THE USE OF THE PRODUCTS, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF A FLOATTHAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF, NOTWITHSTANDING THE FOREGOING, A FLOATTHAT PARTY IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE, CONTENT OR PRODUCTS, THE RELEVANT FLOATTHAT PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID FLOATTHAT FOR THE PRODUCTS, AS APPLICABLE OR (B) THE SUM OF ONE HUNDRED US DOLLARS (US$100).
NOTHING IN THIS SECTION 7 SHALL EXCLUDE OR LIMIT ANY FLOATTHAT PARTY’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH FLOATTHAT PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
9.1 Choice of Law
This Agreement is governed by the laws of the State of California without regards to its conflict of laws principles.
9.2 Dispute Resolution
In the event that the Floatthat’s customer service department is unable to resolve a complaint to Your satisfaction, We agree to resolve such disputes arising out of this Agreement (except as to those related to Floatthat’s enforcement and protection of its intellectual property rights) through binding arbitration or small claims court instead of in courts of general jurisdiction.
All disputes, controversies or claims relating in any way, directly or indirectly, to Floatthat will be administered by the Arbitration Association of America (“AAA”) in Santa Clara County, California, before one arbitrator and in accordance with the provisions of its then current Arbitration Rules, except as may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be Santa Clara County, California. In the event a dispute is submitted to arbitration, the arbitrator may award costs and reasonable attorney’s fees to the prevailing party.
The arbitration award shall be in writing and shall be final and binding on the parties. The award may include an award of costs, including reasonable attorney’s fees and disbursements. Judgment upon award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.
Notwithstanding the foregoing, nothing shall prevent Floatthat from seeking immediate injunctive relief from the AAA or a court of competent jurisdiction in the event of breach of this Agreement. In the event that injunctive relief is sought through the AAA, Floatthat shall bear all costs of filing and initiating the arbitration; however, in the event the arbitrator finds in favor of Floatthat, You shall reimburse Floatthat for these costs.
9.3 Class Action Waiver
Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. Neither You nor Floatthat has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim.
10.1 Entire Agreement
This Agreement and any other terms or privacy policies referenced herein, is the entire agreement between the parties as to the products provided on the Site between Buyers and Sellers and supersedes any prior agreement or understanding regarding anything connected to that subject matter.
10.2 Amendment; Modification
Floatthat may add to, change or remove any part of the Site, including, without limitation, any Content (as defined below) therein, at any time without prior notice to you. We also reserve the right to modify this Agreement at any time. When we make changes to the Agreement, we will revise the “Last updated” date at the top of the Agreement and we will notify you of the changes by prominently posting a notice of such changes on the Site and/or be sending you an email. We encourage you to review this Agreement whenever you visit the Site. By continuing to access and use the Site after any such changes have been posted, you are indicating your acceptance of such changes, even if you have not reviewed the changes.
10.3 Electronic Communications
Whenever you visit our Site or send emails to us, you are communicating with us electronically. For that reason, you also consent to receive communications from us electronically. We will communicate with you by email (if you have provided your email address to us), by posting notices on our Site or by such other means as we may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing to the extent permitted by applicable law.
10.4 Relationship
You agree that Floatthat is not the employee, agent, partner, joint venturer or subcontractor of any Seller or Buyer in relation to the sale of any products through the Floatthat Platform.
10.5 Waiver
No failure to exercise, partially exercise or delay in exercising any right or remedy under this Agreement shall operate as a waiver or estoppel of any right, remedy or condition.
10.6 Severability
If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired.
10.7 Assignment
You may not assign or otherwise transfer your rights, or delegate your performance, under this Agreement to a third party without Floatthat’s prior written consent. Floatthat may assign or transfer its rights or delegate any performance under this Agreement to any third party in its sole discretion.
THESE TERMS AND CONDITIONS (“AGREEMENT”) ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU, AS A THIRD PARTY SELLER OR BUYER (“YOU,” “YOUR,” OR “USER”) AND FLOATTHAT CORPORATION (“WE” OR “FLOATTHAT”), THE OWNER AND OPERATOR OF THE WWW.FLOATTHAT.COM WEBSITE (THE “SITE”). THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND THE PURCHASE OF PRODUCTS SOLD ON IT (THE “FLOATTHAT PLATFORM”). BY ACCESSING AND USING THE WEB SITE, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH, THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, ACCESS OR USE THE SITE OR PURCHASE PRODUCTS FROM THE SITE.
The Site is a platform through which third party sellers may advertise and offer products for sale (the “Sellers”) to buyers who desire to purchase those products (the “Buyers”). The Site is also a platform through which Floatthat will offer to sell products directly to the Buyers. This Agreement is related solely to the relationship between the Sellers and the Buyers. For the terms and conditions of any transactions between Floatthat and the Buyers, please see our “Terms and Conditions - Floatthat and Buyers” by clicking on the following link: Terms & Conditions
Please note that in relation to this Agreement, it is in the sole discretion of each Seller and Buyer to decide whether or not to purchase or sell any products through the Floatthat Platform or to otherwise communicate with any Buyer or Seller through our marketplace. Any purchase between a Buyer and a Seller of any product shall constitute a separate agreement between the Buyer and the Seller and you agree that Floatthat is not a party to any such agreement and has no liability thereunder.
Users agree to provide accurate, current and complete information as required for the purchase of the products and which we may submit to the third party payment processing service we use to process order and bill fees to your credit card. We reserve the right to block further sales to Users who provide false, inaccurate or incomplete data. Floatthat’s Privacy Policy explains how User’s personally identifiable information is collected, used and disclosed. We respect your privacy and will use the information provided by you only in accordance with this Agreement and the Privacy Policy. Further, you agree to be bound by the terms of Floatthat’s Privacy Policy which can be found at the following link: Privacy Policy.
3.1 Accounts
In order to conduct transactions on this Site, you must register and open an account on the Site. You must be aged 18 or over to be eligible to register with Floatthat. There is no fee payable to set up the account. By creating an account, you warrant that you have full and unrestricted power and authority to use the Site and the Floatthat Platform and have the legal capacity to enter into binding contracts. Except with Floatthat’s approval, you may only register one member account on the Site. Further, Floatthat may reject your application for registration for any reason.
You represent and warrant that all registration information you provide when opening the account is complete, true and accurate in all respects and that you will maintain and promptly update such information and material to keep it true, accurate, complete, and current.
3.2 Passwords
You are responsible for maintaining the confidentiality of your passwords and you are responsible for all activities that occur in using your passwords. You agree not to share your passwords, let anyone else access your passwords or do anything else that might jeopardize the security of your passwords. You agree to notify Floatthat if there is any unauthorized use of your password on this Site or you know of any other breach of security in relation to this Site.
3.3 Cancellation
Floatthat may immediately suspend or cancel your account without liability to Floatthat by notifying you in writing if:
(i) you contravene any provisions set out in this Agreement or if we are notified by a Buyer or Seller that you have not complied with the Terms of Engagement (as defined below);
(ii) the Seller fails to pay any fees payable to Floatthat within five (5) business days from its due date for payment under this Agreement;
(iii) any information you provide to Floatthat proves to be inaccurate, not current or incomplete; or
(iv) in Floatthat's sole discretion, you are not or are no longer eligible or suitable to be listed on the Floatthat Platform or to use the Floatthat Platform.
Buyers and Sellers may cancel their accounts at any time.
Notwithstanding any such cancellation, Sellers must pay Floatthat all fees due up to and including the date of suspension or cancellation and any amounts outstanding become due and payable as at the date of suspension or termination. Buyers must continue to make payment for any products received through the Floatthat Platform following the date of termination in the manner provided for in the Payment Terms (as set forth in Section 5.2 below).
4.1 Use of Site
Subject to your compliance with this Agreement, Floatthat hereby grants you a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to access the Site and use the content, information, text, images, logos, icons, graphics, interfaces, site design, audio, and video clips and any other materials displayed on the Site (collectively, the “Content”), solely for your personal, non-commercial use. You may not copy, modify, reproduce, retransmit, publicly display or perform, distribute or otherwise use the Content except as expressly set forth in this Agreement. You may not remove any copyright or other proprietary notices from any Content. If you breach any term of this Agreement, your authorization to use the Site and Content automatically terminates without notice to you.
You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Content or otherwise attempt to gain unauthorized access to any portion of the Site or Content or any other systems or networks connected to the Site, or to any server of Floatthat or its third party service providers, by hacking, password “mining,” or any other illegal means; (b) use any “deep-link,” “page scrape,” “robot,” “spider,” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy or monitor any portion of the Site or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Site or with any other person’s use of the Site; (d) track or seek to trace any information on any other person who visits the Site; use the Site or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations; or (f) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any proprietary software used to provide or maintain the Site or Content or that is otherwise applicable to the Site or the Content.
4.2 Intellectual Property Rights
You hereby acknowledge and agree that Floatthat or its licensors own all legal right, title and interest in and to the Content and the Site, including but not limited to any copyrights, trademark rights, patent rights, moral rights, and other intellectual property and proprietary rights therein, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Your use of the Site does not grant you ownership of any kind in any Content you may access on or through this Site. Floatthat is a trademark of Floatthat, Inc. Unauthorized use is strictly prohibited.
4.3 User Submissions
The Site may offer you the opportunity to post articles, comments, photographs, videos, artwork and other content on the Site (collectively the “User Submissions”). By making a User Submission, you grant to Floatthat an unrestricted, royalty-free, perpetual, irrevocable and fully sublicensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, exhibit and display such User Submissions throughout the world in any and all media and formats, whether now known or hereafter developed, for any purpose whatsoever, without compensation or acknowledgement of its source. You further agree that Floatthat is free to use any ideas, concepts, or know-how that you or individuals acting on your behalf provide to Floatthat without any monetary or other obligation to you. To the maximum extent permitted by law, you waive any and all “moral rights” you may have in User Submissions.
You agree not to post on or transmit to the Site or otherwise provide to Floatthat any User Submission or other material that:
You are solely responsible for your User Submissions and you agree to defend, indemnify and hold harmless Floatthat and its members, employees and agents from and against any losses, expenses, liabilities, claims, costs and damages (“Claims”) arising from your User Submission, including but not limited to, any Claim arising out of breach of this Agreement or for infringement of copyright, trademark, patent or other proprietary rights. You understand and acknowledge that User Submissions may be published and that Floatthat has no obligation to keep such User Submissions confidential. You further agree that any User Submission you provide does not contain any confidential, proprietary or trade secret information of any third party. We have no obligation to store, keep copies or return any User Submission.
We reserve the right to take any action with respect to User Submissions that we deem necessary or appropriate in our sole discretion if we believe any User Submission violates this Agreement, is inappropriate on the Site, may create liability for Floatthat, or may cause Floatthat to lose (in whole or in part) the services of its internet service provider, advertisers, or other suppliers. Such action may include, but is not limited to, removing, deleting, modifying or altering User Submissions, either with or without notice to you.
5.1 Transactions
You agree to conduct any transaction for the sale and purchase of products through Floatthat in accordance with this Agreement and as between the Buyer and Seller, on the Payment Terms set forth below.
IMPORTANT – the terms and conditions of the purchase and sale of products between Buyers and Sellers (the “Terms of Engagement”) is, aside from the Payment Terms, strictly your responsibility as a Buyer or Seller. That means that the Terms of Engagement are agreed between you independently of Floatthat except that you agree to the Payment Terms as part of the Terms of Engagement. Floatthat is not responsible is any way for the compliance by a Buyer or Seller with the Terms of Engagement. Floatthat does not guarantee and cannot ensure that a Buyer or Seller will actually complete a sale or act lawfully in their use of the Floatthat Platform.
This means as a Seller:
(i) You have provided details to us of the products, delivery fees (if applicable) and prices (inclusive of all taxes) for those products you want to make available on the Floatthat Platform for purchase by Buyers which are accurate, complete and contain all the necessary information that the Buyer will need in placing an order for your products; and
(ii) If a Buyer seeks to place an order with you for your products, you have the option whether or not to accept that order for products but if you do, you are agreeing to enter into a contract with the Buyer for the sale and purchase of those products on the Terms of Engagement and the Payment Terms.
This means that as a Buyer:
(i) If you submit an order to a Seller through the Floatthat Platform, you are offering to purchase those products at the stated price and your offer may be accepted by the Seller of those products;
(ii) If the Buyer accepts your offer to purchase, you will be bound to purchase those products and pay for them in accordance with the Terms of Engagement established with the Seller and the Payment Terms.
You must not, either as a Buyer or Seller, seek to circumvent or manipulate this Agreement or in any way to avoid or reduce payments due to Floatthat. Any such alterations shall be invalid and without effect.
5.2 Prohibited Items for Sale and Purchase
At Floatthat, we strive to maintain a professional environment where all Users leave with a positive experience and to ensure the upmost User satisfaction. Therefore, we have made certain items prohibited for sale on the Site which include, but are not limited to:
5.3 Float Bucks
If a Buyer places a bid on a product and does not win, that Buyer will be issued a credit in the amount of such bid (“Float Bucks”). Float Bucks may only be used on the Site and they are only valid towards the purchase of a Product of equal or greater value in the future. Float Bucks are nontransferable and they cannot be exchanged for cash.
5.4 Payment Terms
The Payment Terms are provided for the benefit of both Buyers and Sellers. You may not, whether as Buyer or Seller, conduct any transaction entered into under or using this Site and the Floatthat Platform, on any other payment terms.
By transacting for the sale and purchase of products using the Floatthat Platform, you agree as Buyer or Seller (as applicable), to make payment through Paypal, offered on the Site.
By buying or selling on the Site you agree to be bound by Paypal’s privacy policy which are located at www.paypal.com/us/webapps/mpp/public-policy and hereby consent and authorize Floatthat and Paypal to share any information and payments instructions you provide with one another and, to the extent required to complete your transactions, with any third party service provider(s). By listing or selling items on the Site you also agree to be bound by Paypal’s Terms of Use which are located at www.paypal.com/us/webapps/mpp/ua/useragreement-full.
Floatthat will be paid a twenty percent (20%) commission fee for the service provided, which will be payable by the Seller on the total amount payable by a Buyer in relation to a product sold through the Floatthat Platform by the Seller immediately upon the closing of the transaction between the Buyer and Seller.
The Seller acknowledges and agrees that Floatthat may update or vary the commission fee by providing ten (10) days' notice of the change in commission to the Seller. By continuing to use the Floatthat Platform, the Seller agrees that the amended rate of commission will apply to them. If a Seller does not agree to the amended rate of commission, the Seller may cancel their account at any time.
Where an order has been cancelled by the Seller or Buyer (in accordance with the Terms of Engagement and prior to the products being received by the Buyer) and the Seller has paid commission to Floatthat, the Seller must notify Floatthat within ten (10) days of such cancellation and then Floatthat will issue a refund of the commission fee paid by the Seller.
Where products received by a Buyer are refunded in accordance with the Terms of Engagement, the commission fee paid by the Seller in respect of the refunded products will not be refunded to the Supplier by Floatthat.
Floatthat at its sole discretion, may access a Sellers account to select or edit the available payment mechanisms to Buyers if they do not comply with the Payment Terms.
If any amount due by the Seller in accordance with this agreement is unpaid after becoming due interest will be payable on the amount outstanding at the rate of ten percent (10%) per annum. Floatthat may recover from the Seller its reasonable expenses (including legal costs) incurred in relation to the outstanding amounts and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
Unless otherwise stated, all amounts stated on the Site and Floatthat Platform are in U.S. Dollars.
6.1 Third Party Sites
The Site may provide links to third party Sites that are not owned or controlled by Floatthat, including, without limitation, Facebook, Twitter, and Instagram (the “Third Party Sites”). We provide such links solely as a convenience to you. We do not review, approve, endorse or make any representations about such Third Party Sites, the companies or persons who own and/or operate them, or any information, software or other products and services made available through such Third Party Sites, or any results that may be obtained from using them. If you decide to access any such Third Party Sites linked to the Site, you are solely responsible for your activities conducted in connection with such Third Party Sites. Your use of Third Party Sites is subject to the terms of use and privacy policies located on the Third Party Sites which may be different from this Agreement or our Privacy Policy and, therefore, we recommend that you review such Third Party Site privacy policies.
6.2 Indemnification
You hereby agree to defend, indemnify, and hold Floatthat harmless from and against, any and all losses, liabilities, damages, and/or claims (including, without limitation, attorney’s fees and costs) arising from:
(i) your use of the Site or any content you submit through the Site;
(ii) a breach of these Terms of Use by you, your employees or agents;
(iii) a breach of any applicable law by you, your employees or agents; and
(iv) any action against Floatthat by a third party as a consequence of any of the above.
You agree that the Floatthat Platform offered by Floatthat through its Site is partially a venue or marketplace for Buyers and Sellers to contract for the provision of individual's products and Floatthat is not involved in the actual transaction between Buyers and Sellers except as payment agent to facilitate payment and, accordingly, Floatthat is not responsible for and does not:
(i) guarantee or warrant the accuracy or truthfulness of any information provided by any Seller with respect to any product advertised on this Site or that such product can be provided by the Seller;
(ii) guarantee or warrant that a Buyer will pay for the products provided by a Seller; or
(iii) have any obligation to enforce any obligation established between the Buyer and Seller under the Terms of Engagement or otherwise except that we may enforce the Payment Terms in order that Floatthat is paid the fees due for the Floatthat service.
Floatthat cannot and does not represent or warrant that the Site or its server will be error-free, uninterrupted, free from unauthorized access (including third party hackers or denial of service attacks), or otherwise meet your requirements.
THE SITE, CONTENT, AND PRODUCTS ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. FLOATTHAT, ON BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE “FLOATTHAT PARTIES”): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT OR PRODUCTS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE OR CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, OR PRODUCTS WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE USE OF THE SITE, CONTENT OR PRODUCTS IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS OR OTHERWISE. YOUR USE OF THE SITE, CONTENT OR PRODUCTS IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE, CONTENT OR PRODUCTS.
FLOATTHAT IS NOT A PARTY TO ANY AGREEMENT OR TERMS OF ENGAGEMENT BETWEEN BUYERS AND SELLERS AND SHALL NOT BE LIABLE IN RELATION TO ANY SUCH AGREEMENT OR TERMS OF ENGAGEMENT. FURTHER, IN NO EVENT SHALL ANY FLOATTHAT PARTY BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF VALUE OF THE PRODUCTS OR LOSS OF THE USE OF THE PRODUCTS, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF A FLOATTHAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If you have a dispute with any Buyer or Seller, you release us (and our officers, directors, agents and employees) from any claim, demand, damage of every kind and any costs (including legal costs) which you may suffer or incur in connection with any such dispute.
NOTHING IN THIS SECTION 8 SHALL EXCLUDE OR LIMIT ANY FLOATTHAT PARTY’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH FLOATTHAT PARTYS’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
9.1 Choice of Law
This Agreement is governed by the laws of the State of California without regards to its conflict of laws principles.
9.2 Dispute Resolution
In the event that the Floatthat’s customer service department is unable to resolve a complaint to Your satisfaction, We agree to resolve such disputes arising out of this Agreement (except as to those related to Floatthat’s enforcement and protection of its intellectual property rights) through binding arbitration or small claims court instead of in courts of general jurisdiction.
All disputes, controversies or claims relating in any way, directly or indirectly, to Floatthat will be administered by the Arbitration Association of America (“AAA”) in Santa Clara County, California, before one arbitrator and in accordance with the provisions of its then current Arbitration Rules, except as may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be Santa Clara County, California. In the event a dispute is submitted to arbitration, the arbitrator may award costs and reasonable attorney’s fees to the prevailing party.
The arbitration award shall be in writing and shall be final and binding on the parties. The award may include an award of costs, including reasonable attorney’s fees and disbursements. Judgment upon award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.
Notwithstanding the foregoing, nothing shall prevent Floatthat from seeking immediate injunctive relief from the AAA or a court of competent jurisdiction in the event of breach of this Agreement. In the event that injunctive relief is sought through the AAA, Floatthat shall bear all costs of filing and initiating the arbitration; however, in the event the arbitrator finds in favor of Floatthat, You shall reimburse Floatthat for these costs.
9.3 Class Action Waiver
Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. Neither You nor Floatthat has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim.
10.1 Entire Agreement
This Agreement and any other terms or privacy policies referenced herein, is the entire agreement between the parties as to the products provided on the Site between Buyers and Sellers and supersedes any prior agreement or understanding regarding anything connected to that subject matter.
10.2 Amendment; Modification
Floatthat may add to, change or remove any part of the Site, including, without limitation, any Content (as defined below) therein, at any time without prior notice to you. We also reserve the right to modify this Agreement at any time. When we make changes to the Agreement, we will revise the “Last updated” date at the top of the Agreement and we will notify you of the changes by prominently posting a notice of such changes on the Site and/or be sending you an email. We encourage you to review this Agreement whenever you visit the Site. By continuing to access and use the Site after any such changes have been posted, you are indicating your acceptance of such changes, even if you have not reviewed the changes.
10.3 Electronic Communications
Whenever you visit our Site or send emails to us, you are communicating with us electronically. For that reason, you also consent to receive communications from us electronically. We will communicate with you by email (if you have provided your email address to us), by posting notices on our Site or by such other means as we may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing to the extent permitted by applicable law.
10.4 Relationship
You agree that Floatthat is not the employee, agent, partner, joint venturer or subcontractor of any Seller or Buyer in relation to the sale of any products through the Floatthat Platform.
10.5 Waiver
No failure to exercise, partially exercise or delay in exercising any right or remedy under this Agreement shall operate as a waiver or estoppel of any right, remedy or condition.
10.6 Severability
If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired.
10.7 Assignment
You may not assign or otherwise transfer your rights, or delegate your performance, under this Agreement to a third party without Floatthat’s prior written consent. Floatthat may assign or transfer its rights or delegate any performance under this Agreement to any third party in its sole discretion.
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