Important Notice: this agreement is subject to binding arbitration and a waiver of class action rights as detailed in section 12 below.
Last updated: July 5, 2017
1. Acceptance of Terms
SamCart Inc., (“SamCart,” “us,” or “we”) provides access to an online web application that facilitates online payments for its users through SamCart.com (the “Site”), and related applications—which include all of the text, images, audio, code and other material they contain or provide (collectively, the “Content”) and all of the features and other services they provide. The Site, the mobile app, and any other features, tools, materials, or other services (including co-branded or affiliated services) offered from time to time by SamCart are referred to here as the “Service.”
SamCart does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use https://www.samcart.com only with permission of a parent or guardian.
2. Changes to the Terms
You consent to receive communications from us electronically and agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
As a result of your registration for the Service, you may also receive certain commercial communications from SamCart. You understand and agree that these communications are part of your registration, and that, to the extent required by law, you may opt out of receiving these communications at any time by either using the unsubscribe functionality or sending an email to email@example.com. Following such an opt-out, we may still communicate with you via email to the extent permitted by applicable law.
4. Your account
In order to use the Service, you must register for an account. By registering as a user of the Service, you agree to provide accurate, current and complete information about yourself as prompted (the “Registration Data”) and maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any information that is inaccurate, not current or incomplete, or SamCart has reasonable grounds to suspect that the Registration Data is inaccurate, not current or incomplete, SamCart may deny you access to the Service, or terminate your account, at its sole discretion.
You must be 18 years or older or the age of majority in the jurisdiction where you reside or from which you use this Service.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that SamCart is not responsible for third party access to your account that results from theft or misappropriation of your account. SamCart and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
You agree to (a) never to use the same password for the Service that you use or have ever used outside of the Service; (b) keep your Username and Password confidential and not share them with anyone else; (c) immediately notify SamCart of any unauthorized use of your username and password or account or any other breach of security; and (d) use only your own username and password to access the Service’s Restricted Areas. SamCart cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
5. Cancellation/Refund Policy
You may cancel your Service by contacting SamCart Support via email at firstname.lastname@example.org, or via the in-Service communication (Intercom) found inside your SamCart dashboard, and requesting cancellation of your Service. Your Service will continue until cancellation. In order to avoid being charged for the Service on the next billing date, you must contact SamCart Support to cancel your Service at least 3 days prior to your next billing date.
If you cancel your Service prior to the end of your current, paid billing cycle, you will not receive a prorated refund.
If you have received a free trial of the Service, your account will not be billed if you cancel before the end of your free trial period. After your free trial period ends, your account will be billed a monthly Service charge.
Your Samcart purchase includes a 45-day money-back guarantee. If you have purchased a subscription to the Service, the 45-day period begins at the start of your Service. If you have received a free trial of the Service, and your free trial period exceeds the 45-day money-back guarantee period, the money-back guarantee is not applicable.
If you have purchased a product with an “Ultimate Guarantee”, any refund provided is solely at the Service’s discretion. You may be required to provide evidence of good faith implementation of the product and strategies provided therein, including but not limited to: product and sales data from your Samcart account, product and sales data from prior checkout solution, and marketing efforts.
The monthly Service charge is subject to change; SamCart will provide advance notice of at least one billing cycle in the event of any change to your monthly Service charge.
The annual Service charge is subject to change; SamCart will provide advance notice of at least one month prior to your new billing cycle in the event of any change to your annual Service charge.
If you have purchased a Samcart promotional offering and elected to pay via payment plan, you agree to complete all payments in your payment plan, unless you close your account and request a refund within the 45-day money-back guarantee period. After 45 days, you are responsible for completing all payments in your payment plan, regardless of whether you cancel your Service.
Please contact us at email@example.com with any questions.
6. Links to third party sites/Third party services
The Site may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of SamCart and SamCart is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. SamCart is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by SamCart of the site or any association with its operators.
Certain services made available via the Site are delivered by third party sites and organizations. By using any product, service or functionality originating from the Site, you hereby acknowledge and consent that SamCart may share such information and data with any third party with whom SamCart has a contractual relationship to provide the requested product, service or functionality on behalf of the Site’s users and customers.
7. No unlawful or prohibited use/Intellectual Property
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of SamCart or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part, found on the Site. SamCart content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the Content without the express written permission of SamCart and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of SamCart or our licensors except as expressly authorized by these Terms.
You retain ownership of all content submitted to SamCart through the service. By submitting, posting or displaying Content on or through the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, copy, reproduce, process, adapt, modify, create derivative works from, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed) in connection with SamCart’s offering of the SamCart service to you.
We may modify, adapt, or create derivative works from your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
You also grant SamCart a license and a non-exclusive right to use names, trademarks, service marks, and logos associated with Your Account to promote the Service.
Additionally, by uploading content to the Site or Service, you warrant, represent and agree that you have the right to grant SamCart the license described above. You also represent, warrant and agree that you have not and will not contribute any Content that (a) infringes, violates or otherwise interferes with any copyright or trademark of another party, (b) reveals any trade secret, unless the trade secret belongs to you or you have the owner's permission to disclose it, (c) infringes any intellectual property right of another or the privacy or publicity rights of another, (d) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party, (e) creates an impression that you know is incorrect, misleading, or deceptive, including by impersonating others or otherwise misrepresenting your affiliation with a person or entity; (f) contains other people's private or personal information without their express authorization and permission, and/or (g) contains or links to a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. SamCart reserves the right in its discretion to remove any Content from the Site or Service, suspend or terminate your account at any time, change your Samcart subdomain, or pursue any other remedy or relief available under equity or law.
8. Copyright Policy
SamCart respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.
If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the Service is:
DMCA Copyright Agent
11850 West Market Place
Fulton, MD 20759
Please note that in addition to being forwarded to the person who provided the allegedly illegal content, we may send a copy of your notice (with your personal information removed) to Lumen (https://lumendatabase.org) for publication and/or annotation. You can see an example of such a publication at https://lumendatabase.org/notices/12073901#.
We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, SamCart will also terminate a user's account if the user is determined to be a repeat infringer.
9. Third Party Accounts
You will be able to connect your SamCart account to third party accounts. By connecting your SamCart account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
10. International Users
The Service is controlled, operated and administered by SamCart from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the SamCart Content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless SamCart, its officers, directors, employees, shareholders, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees and court costs) relating to or arising out of your use of or inability to use the Site or Services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. SamCart reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SamCart in asserting any available defenses.
12. Binding arbitration and class action waiver
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
12.1 Initial Dispute Resolution
Our Customer Support Department is available by email at firstname.lastname@example.org, or via the in-Service communication (Intercom) found inside your SamCart dashboard, to address any concerns you may have regarding the Service. Our Customer Service Department is able to resolve most concerns quickly to our customers’ satisfaction. The parties shall use their best efforts through this Customer Service process to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.
12.2 Binding Arbitration
If the parties do not reach an agreed upon solution within a period of 30 days from the time of informal dispute resolution under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Comprehensive Arbitration Rules & Procedures, excluding any rules or procedures governing or permitting class actions.
The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The Commercial Arbitration Rules governing the arbitration may be accessed at www.jamsadr.org or by calling JAMS at +1.800.352.5267. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, SamCart will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, SamCart will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. The arbitration rules also permit you to recover attorney’s fees in certain cases. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in Howard County, State of Maryland, United States of America or at any location within the United States if it is within 500 miles of your country of residence, and you and SamCart agree to submit to the personal jurisdiction of any federal or state court in Howard County, Maryland, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
12.4 Class Action Waiver
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND SAMCART AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
12.5 Exception - Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
12.6 30-Day Right to Opt Out
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: SamCart, Inc., 11850 West Market Place, Suite C-D, Fulton, MD 20759. The notice must be sent within 60 days of May 1, 2017 or 30 days of your first use of the Service, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, SamCart also will not be bound by them.
12.7 Changes to this Section
SamCart will provide 60-days’ notice of any changes to this section. Changes will become effective on the 60th day, and will apply prospectively only to any claims arising after the 60th day.
For any dispute not subject to arbitration you and SamCart agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Howard County, Maryland. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
The Terms and the relationship between you and SamCart shall be governed by the laws of the State of Maryland without regard to conflict of law provisions.
13. Liability disclaimer
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. SAMCART, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AT ANY TIME.
SAMCART, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. SAMCART, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
THE FAILURE TO EXERCISE OR ENFORCE ANY RIGHT SHALL NOT BE DEEMED TO BE A WAIVER OF THAT RIGHT OR ANY OTHER RIGHT UNDER OR RELATED TO THIS AGREEMENT.
14. Termination/access restriction
SamCart reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Maryland and you hereby consent to the exclusive jurisdiction and venue of courts in Maryland in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and SamCart as a result of this agreement or use of the Site. You agree that SamCart does not promise any user exclusivity in any particular market and expressly reserves the right to provide services to your competitors. SamCart's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of SamCart's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by SamCart with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and SamCart with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and SamCart with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
15. Contact Us
SamCart welcomes your questions or comments regarding the Terms:
11850 West Market Place, Suite C
Fulton, Maryland 20759