By using the Services in any manner, including but not limited to visiting or browsing the Site, you (the “user” or “you”) agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Services, including without limitation users who are vendors, customers, merchants, contributors of content, information and other materials or services on the Site.
1. BikeExchange is a Venue
BikeExchange acts as a venue to allow users who comply with BikeExchange’s policies to offer, sell, and buy certain goods or services within a fixed-price format. BikeExchange is not directly involved in the transaction between buyers and sellers. As a result, BikeExchange has no control over the quality, safety, morality, pricing or legality of any aspect of the items listed; the truth or accuracy of the listings; or the ability of sellers to sell items or the ability of buyers to pay for items. BikeExchange does not pre-screen users or the content or information provided by users. BikeExchange cannot ensure that a buyer or seller will actually complete a transaction.
Consequently, BikeExchange does not transfer legal ownership of items from the seller to the buyer.
BikeExchange cannot guarantee the true identity, age, and nationality of a user. BikeExchange encourages you to communicate directly with potential transaction partners through the tools available on the Site. You may also wish to consider using a third-party escrow service or services that provide additional user verification.
You agree that BikeExchange is a venue and as such is not responsible or liable for any content, for example, data, pricing, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on BikeExchange. You use the BikeExchange service at your own risk.
2. Membership Eligibility
Age: BikeExchange’s services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. BikeExchange may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.
Individuals under the age of 18 must at all times use BikeExchange’s services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the user and is responsible for any and all activities.
Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. If you are under 13, please do not attempt to register for the Service or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from anyone under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about anyone under 13, please contact us at firstname.lastname@example.org.
Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by BikeExchange’s policies as stated in the Agreement and the BikeExchange policy documents listed below (if applicable to your activities on or use of the Services) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by BikeExchange, each of which is incorporated herein by reference and each of which may be updated by BikeExchange from time to time without notice to you:
In addition, some services offered by BikeExchange may be subject to additional terms and conditions promulgated by BikeExchange from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Password: Keep your password secure. You are fully responsible for all activity, liability, and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify BikeExchange of any unauthorized use of your password or any breach of security. You also agree that BikeExchange cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than BikeExchange without BikeExchange’s express written permission.
Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on BikeExchange you must provide and maintain valid payment information such as valid credit card information or a valid PayPal account.
Account Transfer: You may not transfer or sell your BikeExchange account and User ID to another party. You are responsible for all activity of the account and User ID. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
Right to Refuse Service: BikeExchange’s services are not available to temporarily or indefinitely suspended BikeExchange members. BikeExchange reserves the right, in BikeExchange’s sole discretion, to cancel unconfirmed or inactive accounts. BikeExchange reserves the right to refuse service to anyone, for any reason, at any time.
3. Fees and Billing
BikeExchange requires you to sign up for a monthly subscription to operate a shop with BikeExchange. The Standard Fee for all Retailers is $199 per location per month, or $2,000 if a 12 month period is prepaid. The Standard Fee for all Manufacturers and Distributors is $499 per month. Retailers who integrate through Lightspeed, Ascend and Smart eTailing pay no extra fee for Data Integration, Retailers who require data integration with Woo Commerce, Big Commerce, or Shopify will pay a higher fee of $249 per month.
You authorize BikeExchange to keep your payment card information on file and to charge the card on file on the same day you signed up for an account of each calendar month for the service. Payments will be charged monthly to customer accounts based on the original purchase date. For example, if you originally paid on the 10th of February your account will be charged on the 10th of March and so on. Retailers on a 12 month prepaid plan will be billed on the same date each year. If the original payment date does not fall in the following month, customer accounts will be charged on the next available date. We will continue to charge the customer’s account until we are notified in writing of a desire to close out the account.
All merchant sales on BikeExchange are subject to a 10% commission (Unless agreed otherwise) + merchant fees applicable at the time. This percentage does not include the shipping cost or tax. By establishing merchant services on BikeExchange you give us permission to automatically debit and credit funds from your settlement account for all amounts due. All merchant charge backs are the responsibility of the merchant retailer. We will, however, be responsible for the charge backs that relate to commissions earned. All merchants are responsible for product fulfillment, returns, customer service, dispute resolution, etc.
By selling online on BikeExchange you give us permission to accept 100% payment of the goods or service. BikeExchange will pay vendors and merchants (less BikeExchange commission) for all completed and dispatched items seven calendar days following the dispatch of the item. Payments will be via electronic transfer to the desired bank accounts. The vendors and merchants must provide BikeExchange with the appropriate bank routing and account numbers in order to be paid.
Changes to the fees for BikeExchange’s services are effective after BikeExchange provides you with at least 14 days’ notice by posting the changes on the Site. However, BikeExchange may choose to temporarily change the fees for BikeExchange’s services for promotional events (for example, free listing days); such changes are effective when BikeExchange posts the temporary promotional event on the Site. BikeExchange may, at BikeExchange’s sole discretion, change some or all of BikeExchange’s services at any time. In the event BikeExchange introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).
In certain situations, including but not limited to a void or invalid transaction, BikeExchange may issue a credit for the applicable fees to a seller’s billing statement.
In the event that BikeExchange bills your account in error, you will be provided a refund.
Fees and Termination: If BikeExchange terminates a listing or your account, if you close your account, or if the payment of your BikeExchange fees cannot be completed for any reason, you remain obligated to pay BikeExchange for all unpaid fees plus any penalties, if applicable. Cancellations of subscriptions must be received by BikeExchange in writing via mail or email by 5.00pm (Pacific Time) on the previous business day to when your billing would normally occur, to the below addresses:
21 Spectrum Pointe Drive Suite 101 Lake Forest CA 92630 ; email – email@example.com
Cancellation of your subscription will result in a cessation to new billing. Service to your BikeExchange account will still be maintained for the balance of the month already paid and no retroactive refunds will be made. If the seller’s account is not paid in full and becomes past due, the seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel). If you have a question or wish to dispute a charge, please contact BikeExchange via email at . firstname.lastname@example.org
4. Listing and Selling
Listing Description: All listings on BikeExchange must be for sale. By listing an item on the Site you warrant that you and all aspects of the item comply with BikeExchange’s published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your BikeExchange shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the “in stock” quantity is more than one, all items in that listing must be identical. Each unique item must have its own listing.
Shop Policies: All sellers are urged to outline shop policies for their BikeExchange shop. These policies may include, for example, shipping, returns, payment, and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with BikeExchange’s site-wide policies. Sellers are responsible for enforcing their own reasonable shop policies. BikeExchange reserves the right to request that a seller modify a shop policy.
Binding Sale: Sellers are responsible for accurately listing their items, and buyers are responsible for reading the description of items before making a purchase. All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller’s listing (such as payment method), or (b) the seller cannot authenticate the buyer’s identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.
Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item’s price after a sale for the purpose of avoiding BikeExchange transaction fees, misrepresent the item’s location, or use another user’s account without permission.
Events & Ticketing: Events and tickets advertised on BikeExchange enables buyers to purchase and or reserve entry to specific events advertised by the seller. If the buyer has any queries or reservations about an event they are advised to contact the seller directly or review the event terms and conditions provided by the seller prior to purchasing.
5. Prohibited, Questionable, and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding BikeExchange and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, “Content”) that you submit, post, and display on BikeExchange.
Restricted Activities: Your Content and your use of BikeExchange shall not:
• Be false, inaccurate, or misleading;
• Be fraudulent or involve the sale of illegal, counterfeit, or stolen items;
• Infringe upon any third-party’s copyright, patent, trademark, trade secret, or other proprietary or intellectual property rights or rights of publicity or privacy (see also, BikeExchange’s Copyright and Intellectual Property Policy);
• Violate this Agreement, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
• Involve any countries, entities, individuals or items prohibited by sanctions, embargoes, regulations or orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or other government agencies;
• Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall;
• Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including BikeExchange staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;
• Interfere with a seller’s business or shop;
• Take any action that may undermine online reviews or feedback;
• Be obscene or contain child pornography;
• Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information
• Host images not part of a listing;
• Modify, adapt, or hack BikeExchange or modify another website so as to falsely imply that it is associated with BikeExchange;
• Appear to create liability for BikeExchange or cause BikeExchange to lose (in whole or in part) the services of BikeExchange’s ISPs or other suppliers; or
Re-Posting Content: By posting Content on BikeExchange, it is possible for an outside website or a third party to re-post that Content. You agree to hold BikeExchange harmless for any dispute concerning this use. If you choose to display your own BikeExchange-hosted image on another website, the image must provide a link back to its listing page on BikeExchange.
Idea Submissions: BikeExchange considers any unsolicited suggestions, ideas, proposals, or other material submitted to it by users via the Site, mobile applications, or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the “Material”) to be non-confidential and non-proprietary, and BikeExchange shall not be liable for the disclosure or use of such Material. If, at BikeExchange’s request, any member sends Material to improve the site (for example through customer support), BikeExchange will also consider that Material to be non-confidential and non-proprietary and BikeExchange will not be liable for use or disclosure of the Material. Any communication by you to BikeExchange is subject to this Agreement. You hereby grant and agree to grant BikeExchange, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sub-licensable and transferable right and license to incorporate, use, publish, and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.
7. Information Control
BikeExchange does not control the Content provided by users that is made available on BikeExchange. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.
Additionally, there may also be risks dealing with international trade and foreign nationals. By using BikeExchange, you agree to accept such risks and that BikeExchange (and BikeExchange’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on BikeExchange. Please use caution, common sense, and practice safe buying and selling when using BikeExchange.
Other Resources: BikeExchange is not responsible for the availability of outside websites or resources linked to or referenced on the Site. BikeExchange does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that BikeExchange shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
8. Resolution of Disputes and Release
Disputes with BikeExchange: In the event a dispute arises between you and BikeExchange, please contact BikeExchange. Any dispute arising from or relating to the subject matter of this Agreement shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. You agree that the state and federal courts in the County of Orange, State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and BikeExchange agree that any cause of action arising out of or related to the Services (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one year after the cause of action arose; otherwise, such cause of action is permanently barred.
Disputes with Users or Third Parties: In the event a dispute arises between you and another user or a third party, BikeExchange encourages you to contact the user or third party to resolve the dispute amicably. You may also report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
You release BikeExchange (and BikeExchange’s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all 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 disputes with one or more users, or an outside party.
9. BikeExchange’s Intellectual Property
BIKEEXCHANGE, and other BikeExchange graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of BikeExchange, Inc. in the U.S., Australia, and/or other countries. BikeExchange’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.
10. Access and Interference
BikeExchange may contain robot exclusion headers which contain internal rules for software usage. Much of the information on BikeExchange is updated on a real-time basis and is proprietary or is licensed to BikeExchange by BikeExchange’s users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access BikeExchange for any purpose whatsoever, without BikeExchange’s prior express written permission. Additionally, you agree that you will not:
• Take any action that imposes, or may impose, in BikeExchange’s sole discretion, an unreasonable or disproportionately large load on BikeExchange’s infrastructure;
• Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) or other allowed uses as set out in policies set out on the Site, except to the extent expressly permitted by prior express written permission of BikeExchange and the appropriate third party, as applicable;
• Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; and
• Bypass BikeExchange’s robot exclusion headers or other measures BikeExchange may use to prevent or restrict access to BikeExchange.
Without limiting any other remedies, BikeExchange may, without notice, and without refunding any fees, delay or immediately remove Content, warn BikeExchange’s community of a user’s actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user’s account privileges, terminate a user’s account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:
• BikeExchange is unable to verify or authenticate any of your personal information or Content; or
• BikeExchange believes that a user is acting inconsistently with the letter or spirit of BikeExchange’s policies, has engaged in improper or fraudulent activity in connection with BikeExchange or the actions may cause legal liability or financial loss to BikeExchange’s users or to BikeExchange.
BikeExchange reserves the right to suspend and/or terminate a person’s account or any accounts held by that person by virtue of association, including all usernames under which that person operates on BikeExchange.
13. No Warranty
Bikeexchange, Bikeexchange’s subsidiaries, officers, directors, employees, and Bikeexchange’s suppliers provide Bikeexchange’s web site and services “as is” and without any warranty or condition, express, implied or statutory. Bikeexchange, Bikeexchange’s subsidiaries, officers, directors, employees and Bikeexchange’s suppliers specifically disclaim any implied warranties of title, merchantability, performance, fitness for a particular purpose and non-infringement. in addition, no advice or information (oral or written) obtained by you from Bikeexchange shall create any warranty. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
14. Liability Limit
In no event shall Bikeexchange, and (as applicable) Bikeexchange’s subsidiaries, officers, directors, employees or Bikeexchange’s suppliers be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the site, Bikeexchange’s services, or this agreement, including without limitation, lost profits, bodily injury, emotional distress, or any special, incidental or consequential damages.
Bikeexchange’s liability, and (as applicable) the liability of Bikeexchange’s subsidiaries, officers, directors, employees, and suppliers, to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees you pay to Bikeexchange in the 12 months prior to the action giving rise to liability, and (b) $100. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify and hold Bikeexchange and (as applicable) Bikeexchange’s parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
16. No Guarantee
BikeExchange does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside BikeExchange’s control.
17. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Site and any BikeExchange service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make using the Services (excluding any taxes on BikeExchange’s net income).
BikeExchange uses third-party software provided by Avalara, Inc. to calculate sales tax on each order placed. By using the BikeExchange Site, you agree to comply with Avalara’s additional terms and conditions located here
In states where BikeExchange is not required to collect sales tax, your purchase may be subject to use tax in accordance with your state’s laws. Some purchases may be exempt from taxation; however, a purchase is not exempt merely because it was made over the Internet. Your state may require its residents to report all purchases of tangible personal property or digital property that are not taxed by the retailer, and pay use tax on those purchases unless exempt under your state’s laws. The tax may be reported and paid on an individual income tax return or by filing a consumer tax return. (States requiring retailers to make this disclosure include, but may not be limited to: California, Colorado, Kentucky, Michigan, Mississippi, Oklahoma, South Carolina, South Dakota, Tennessee and Washington).
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.
19. No Agency
You and BikeExchange are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.
20. BikeExchange Service
21. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of California, excluding its conflicts of laws rules, and the United States of America.
Sections 3 (Fees and Services, Fees and Termination), 6 (Content, License), 7 (Information Control), 8 (Resolution of Dispute and Release), 9 (BikeExchange’s Intellectual Property), 10 (Access and Interference), 11 (Breach), 12 (Privacy), 13 (No Warranty), 14 (Liability Limit), 15 (Indemnity), 16 (No Guaranty), 18 (Severability), 19 (No Agency), 21 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to BikeExchange; Attn: Legal Department;21 Spectrum Pointe Drive Suite 101 Lake Forest CA 92630 (in the case of BikeExchange) or, in your case, to the email address you provide to BikeExchange (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, BikeExchange may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to BikeExchange. In such case, notice shall be deemed given three days after the date of mailing.
For issues with intellectual property, please provide the notice as specified in BikeExchange’s Copyright and Intellectual Property Policy.
The services hereunder are offered by BikeExchange Inc., located at 21 Spectrum Pointe Drive Suite 101 Lake Forest CA 92630.
Effective Date: October 23rd October, 2017