Last Revised: July 26, 2011
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This Go Daddy Marketplace® Terms of Service Agreement (this “Agreement”) is entered into by and between GoDaddy.com, LLC, a Delaware limited liability company (“GoDaddy”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of GoDaddy’s Marketplace services (“Go Daddy Marketplace” or the “Services”).
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with GoDaddy’s Universal Terms of Service Agreement, which is incorporated herein by reference. As with all Services, your privilege to use Go Daddy Marketplace is dependent on your continued compliance with this Agreement, the Universal Terms of Service Agreement, and the procedures and guidelines listed in the Go Daddy Marketplace Frequently Asked Questions (“FAQ”) section of the GoDaddy website, which may be found here.
The terms “we”, “us” or “our” shall refer to GoDaddy. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
GoDaddy, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the GoDaddy website (this “Site”). You acknowledge and agree that (i) GoDaddy may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, GoDaddy may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account (“Account”) information, including your email address, current. GoDaddy assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
2. seller's listing fees and payment terms
Seller's Listing Fees
Please review the FAQ for Go Daddy Marketplace fees. All listing fees are in U.S. dollars, unless stated otherwise, and are incorporated herein by reference. The Fee Schedule may vary in the future. The Fee Schedule in effect on the date of sale of the item shall govern the transaction. You should check the fees and terms each time you participate. All fees, including but not limited to subscription plan fees, are payable upon demand by you by either a valid credit card, an online check, a gift card, PayPal®, or using Go Daddy's Good As Gold Services (collectively, "Prepaid Services") to establish a cash reserve for charge by GoDaddy ("Payment Method"). Your Prepaid Services account may be funded by a money order or a personal check as further described below. All money orders will be delayed ten (10) days until the money is credited, which may delay your usage of the product or service; and any money order that does not clear will result in a $25.00 processing fee. Personal checks under $1,000.00 are subject to the same processing fees as wire transfers. All personal checks will be delayed fourteen (14) days until the money is credited, which may delay your usage of the product or service; and any check that bounces will result in a $25.00 bounced check fee. Your Payment Method on file must be kept valid if you have any active products in your account. You authorize GoDaddy to debit the Payment Method on file for any fees or negative balances in your account. All fees are non-refundable.
GoDaddy will be the merchant of record and process payment for all items sold from your Go Daddy Marketplace store, including relevant shipping charges and taxes ("Transactions"). GoDaddy will pay you for valid Transactions, less a nine percent (9%) commission ("Commission"), under the following terms. In addition, Vendors issuing refunds will receive a return of sixty-six percent (66%) of the original commission charged; orders with credit card chargebacks are subject to a $25.00 fee and will result in no return of original commission. GoDaddy will pay you, subject to a thirty (30) day hold period, while each Transaction exceeds ten percent (10%) of the total net Transactions (net of Commissions). Once each Transaction is less than ten percent (10%) of the total net Transactions, then process will be paid out once per week. GoDaddy, in its sole and absolute discretion, may freeze any payments to your account in the event of a chargeback inquiry until the inquiry is resolved.
Payments may be paid by direct deposit, PayPal, Good As Gold, or check.
a. Direct Deposit
A $0.00 minimum threshold is required before payment will be made to your bank account. It is your responsibility to provide a valid U.S. bank account number and the related direct deposit information by signing into your account at the GoDaddy website. Failure to provide a valid direct deposit account will cause your payments to be withheld pending receipt by GoDaddy of proper direct deposit instructions. You can find the instructions on how to set up a direct deposit account at any time by clicking on the “Payee Accounts” link found on the “Account Settings” page under “My Account” from your account at the GoDaddy website.
A $0.00 minimum threshold is required before payment will be made to your PayPal account. If the payment amount exceeds $20,000.00, it will be split into two PayPal payment transactions. Please refer to the PayPal account set-up requirements for your country, which may be found here, to ensure your PayPal account has the ability to receive payments from third parties. Transaction fees for all PayPal payments are computed at two percent (2%) of your total payout but no more than $1.00 and will be deducted from your payment.
c. Good As Gold
A $0.00 minimum threshold is required before payment will be made to your Good As Gold Account.
A $25.01 minimum threshold is required before a check will be issued. A $25.00 check-processing fee will be levied each time a payment check is printed.
3. applicable policies and guidelines
You agree to abide by the procedures and guidelines contained in the FAQ for conducting sales, which are incorporated by reference into this Agreement. The procedures and guidelines contained in the FAQ explain the processes and set out acceptable conduct and prohibited practices. GoDaddy may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you. You should refer regularly to the FAQ to understand the current procedures and guidelines for participating and to be sure that the items you offer for sale can be sold on Go Daddy Marketplace. Using the processes and timing that GoDaddy designates, you will provide to GoDaddy any requested information regarding shipment, tracking (to the extent available), and order status; and GoDaddy may make any of this information publicly available.
4. GoDaddy's role
GoDaddy provides a platform for third-party sellers ("Sellers") and buyers ("Buyers") to negotiate and complete transactions. As a Seller, You may list any item on Go Daddy Marketplace, unless it is a prohibited item, as defined in the procedures and guidelines contained in the FAQ, or otherwise prohibited by law. Without limitation, you may not list any item or link, or post any related material or content, that:
a. infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy);
b. constitutes libel or slander, or otherwise is defamatory; or
c. is counterfeited, illegal, stolen, or fraudulent.
It is up to the Seller to describe the item accurately for sale or auction. As a Seller, you use Go Daddy Marketplace at your own risk.
5. GoDaddy reservation of rights
GoDaddy retains the right to immediately halt any sale, prevent or restrict access to Go Daddy Marketplace, terminate your participation on Go Daddy Marketplace, or take any other action to restrict access to or availability of objectionable material, any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the procedures and guidelines contained in the FAQ, as may be amended from time to time in GoDaddy's sole discretion.
6. your transactions
a. For sales where a Seller lists goods, the Seller is obligated to sell the goods at the listed price to Buyers who meet the Seller's terms and ship the item within two (2) business days of transaction notification. By listing an item for sale, you represent and warrant you have the right and ability to sell; you have the right to provide all content contained in the listing and description; the listing is accurate, current, and complete, and not misleading or otherwise deceptive; and the item is not listed on the current Go Daddy Marketplace Prohibited Items Policy.
b. Seller will determine the purchase price for each item he/she lists on Go Daddy Marketplace, subject to GoDaddy's standard functionality for listing the purchase price; provided that Seller must abide by the same procedures and guidelines contained in the FAQ with respect to pricing.
7. your obligation
By entering into this Agreement and posting a listing for sale, you agree to complete the transaction as described by this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
8. sales, use, or similar taxes
You agree it is the Seller's and the Buyer's responsibility to determine whether sales, use, or similar taxes apply to the transactions; and to collect, report, and remit the correct tax to the appropriate tax authority. You also agree that GoDaddy is not obligated to determine whether sales, use, or similar taxes apply; and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction.
9. refunds and returns
Sellers must provide a full refund via GoDaddy to any Buyer who remits payment if the item cannot be shipped at the close of the sale. Seller must provide the refund promptly, but in no case later than ten (10) days following the close of the sale. All refunds must be credited to the same Payment Method used for the original purchase and may not exceed the original transaction amount. Any Buyer who believes he/she may be entitled to a refund on this basis can contact the Seller directly. Seller will comply with the current Go Daddy Marketplace Returns and Refunds Policy. The version viewable at the time of the sale shall govern the transaction. You will calculate and submit to GoDaddy the amount of refunds associated with returned products, including any taxes, shipping, handling, or other charges to be refunded. In the event that only a partial refund is submitted, you will retain documentation detailing your calculations/reasoning for no less than three (3) years. In the event that the customer and/or payment provider disputes the remaining amount of the transaction, GoDaddy may request you provide these details as supporting documentation.
Record Retention and Chargebacks
You must retain order and shipment records for no less than three (3) years. Shipment records may include, but are not limited to, shipment provider, related products, tracking number, and/or customer signature at the time of delivery. In the event of a dispute by the customer and/or payment provider, GoDaddy may request order, shipment, and/or refund records as supporting documentation. Upon request, you must submit supporting documentation to us within five (5) days of notification. Submission of data does not guarantee the funds associated with the transaction. Payment providers and/or issuing banks reserve the right to chargeback or reverse transactions within three (3) years of the original transaction date. Although GoDaddy may dispute the chargeback or reversal on your behalf, GoDaddy makes no guarantees to the final outcome and will deduct any reversed transaction amounts, plus applicable fees, from your settlement account. The Fee Schedule in effect at the time the final chargeback receipt is created will govern the transaction.
As a security measure, GoDaddy may review orders, but is not required to, for potential payment fraud. For suspicious transactions, GoDaddy reserves the right to cancel/refund orders without notification. Once notified of a new order, Sellers also must complete their due diligence to deter fraud before and during shipment. Sellers ultimately are responsible for any loss associated with the acceptance of the transaction. To further mitigate risk, GoDaddy may impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. GoDaddy will not be liable to the Seller if GoDaddy does not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason.
GoDaddy may refuse service to anyone for any reason. GoDaddy may earn interest or other compensation from the balances in our bank accounts that result from the timing difference between our being paid by Buyer and our remitting settlement to the Seller. GoDaddy reserves the right to seek reimbursement from Seller if GoDaddy, in GoDaddy's sole discretion, decides to reimburse Buyer for escalated disputes, provide a refund to Buyer if Seller cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback/reversal from Buyer's credit card issuer or payment provider for the amount of Buyer's purchase from the Seller. GoDaddy may obtain such reimbursement by deducting from future payments owed to Seller, reversing any credits or debiting the Payment Method on file, or seeking such reimbursement from Seller by any other lawful means. You authorize GoDaddy to use any or all foregoing methods to seek reimbursement for fees, chargeback, and refunds, including the debiting of your credit card or checking account.
If GoDaddy concludes, based on information available to GoDaddy, that Seller's actions and/or performance in connection with the Services may result in a significant number of Buyer disputes, chargebacks, or other claims; then GoDaddy, in GoDaddy's sole discretion, may delay initiating any remittances and withhold any payments to be made, or that are otherwise due to you in connection with the Services or this Agreement, for the shorter of: (a) a period of ninety (90) days following the initial date of suspension; or (b) completion of any investigation(s) regarding any Seller's actions and/or performance in connection with this Agreement. GoDaddy will not be liable to Seller if GoDaddy acts in accordance with this provision.
10. password security
Your password may be used only to access and use Go Daddy Marketplace, electronically sign your transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.
11. illegal activity
A. Compliance with Laws; Fraud
Go Daddy Marketplace may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and GoDaddy will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
GoDaddy has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate, as GoDaddy deems appropriate. GoDaddy also may investigate any reported violation of its policies or complaints, and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension, or termination of service, denying access, and/or removal of any materials on Go Daddy Marketplace, including listings and bids. GoDaddy reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.
C. Disclosure of Information.
GoDaddy also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect GoDaddy's systems and customers, or to ensure the integrity and operation of GoDaddy's business and systems, GoDaddy may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.
12. privacy; use of GoDaddy transaction information
B. You will not, and will cause your affiliates not to, disclose, convey or use, directly or indirectly, any order information or other data or information acquired by you or your affiliates from GoDaddy or its affiliates (or otherwise) as a result of the Agreement, the transactions contemplated hereby, or the parties' performance hereunder (collectively, "GoDaddy Transaction Information"); except you may disclose this information as necessary for you to perform your obligations under this Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information.
13. no warranties
THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. GoDaddy MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
A. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
B. THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
C. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON Go Daddy Marketplace WILL BE AS REPRESENTED BY SELLERS AT THE TIME OF SALE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED;
D. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
E. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF GoDaddy. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, GoDaddy DISCLAIMS ANY AND ALL SUCH WARRANTIES.
14. general release
IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE GoDaddy (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
15. indemnity/limitation of liability
A. Indemnity and Defense
You will defend, indemnify and hold harmless GoDaddy and its affiliates (and their respective employees, directors, agents, and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of any claim that relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale, or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity; and "Seller Taxes" means any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the GoDaddy website, or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.
B. Limitation of Liability
GoDaddy WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPATION AGREEMENT, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
Because GoDaddy is not the agent of either Seller or Buyer for any purpose, GoDaddy will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. GoDaddy urges Sellers and Buyers to cooperate with each other to resolve such disputes.
17. your grant
By entering into this Agreement and listing an item, you grant GoDaddy, its affiliates, and sublicensees, a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable (through multiple tiers) right to use, reproduce, modify, adapt, publish, translate, distribute, and display the content you submit; and to exercise all copyright, trademark rights, rights of publicity, and database rights over the content you submit to GoDaddy and its affiliates in any existing or future media, known or unknown, now or at any later date. You represent and warrant you own or otherwise control all of the rights to the content you submit to GoDaddy and its affiliates, and that the use of such materials by GoDaddy and its affiliates will not infringe upon or violate the rights of any third party.
GoDaddy, in its sole discretion, may terminate this Agreement, access to the Services, or any current sales immediately, without notice for any reason. GoDaddy, in its sole discretion, also may prohibit any Seller from listing items for sale. Seller may terminate his or her participation in Go Daddy Marketplace at any time by informing us using the standard method provided by GoDaddy for such termination. Upon termination, any pending transactions will be canceled.
GoDaddy reserves the right, upon termination, to set off against any payments to be made to the Seller an amount determined by us to be adequate to cover chargebacks and refunds from Seller's Account for a prospective one hundred and eighty (180) day period. At the end of such one hundred and eighty (180) day period following termination, GoDaddy will refund any amount not used to offset chargebacks and refunds to Seller, or seek reimbursement from Seller, via any of the means authorized by you in the Security Measures clause of this Agreement, for any additional amount required to offset chargebacks, fees, and refunds, as applicable.
19. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
20. DEFINITIONS; CONFLICTS
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.