THIS SEAL MEMBER AGREEMENT ("AGREEMENT") IS BETWEEN EACH SEAL MEMBER ("YOU"), AND SQUARETRADE, INC. ("SQUARETRADE")
REGARDING YOUR USE OF SQUARETRADE'S SEAL. SQUARETRADE MAY CHANGE THE TERMS AND THE DOCUMENTS REFERENCED
HEREIN FROM TIME TO TIME WITH TEN (10) DAYS PRIOR EMAIL NOTICE TO YOU OR BY POSTING A NOTICE ON THE MEMBER SERVICES SECTION
OF OUR WEBSITE. YOUR CONTINUED USE OF THE SEAL OR SQUARETRADE SERVICES AFTER SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF
THE CHANGE. ALTERNATIVELY YOU MAY TERMINATE THIS AGREEMENT IF YOU DO NOT AGREE WITH THE CHANGE.
PLEASE READ THIS AGREEMENT AND SQUARETRADE'S PRIVACY POLICY CAREFULLY. BY APPLYING TO BECOME A SEAL MEMBER YOU, REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT AND THE SQUARETRADE PRIVACY POLICY AND ANY OTHER SQUARETRADE POLICY THAT APPLIES TO YOUR USE OF OUR SERVICES, AND AGREE TO BE LEGALLY BOUND AND TO ABIDE BY THIS AGREEMENT AND SQUARETRADE'S POLICIES AS IF YOU HAD SIGNED THEM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SQUARETRADE'S POLICIES, YOUR APPLICATION MAY NOT BE ACCEPTED.
1. The SquareTrade Seal Program.
1.1 License to Use the Seal. Subject to the terms of this Agreement and during its term, SquareTrade grants to You a non-exclusive,
worldwide, royalty-free, limited license to reproduce and display the patented (U.S. Patent # 6,658,394) and patent pending SquareTrade Seal (the "Seal"). You may only display the Seal
in accordance with the requirements set forth by SquareTrade and this Agreement, including abiding by the
SquareTrade Standards, and the dispute resolution services
("ODR Services").
You may not sublicense the Seal or its use, except as necessary to a third party who provides hosting services for You to enable You to use this
license, and for no other purpose. You agree that SquareTrade may change the Seal from time to time and upon receipt of notice, You agree to update
all images of the Seal in print in a timely manner. You agree that the Seal, when displayed by You electronically, will be an HTML based button,
which, when clicked, initiates a hypertext link to enable third parties to access Your Seal Information (as defined below).
1.2 License Restrictions. You agree not to modify the Seal in any form, to change the data contained within the Seal or change its size.
Except as expressly authorized in this Agreement, any use, modification, reproduction, display or redistribution of the Seal or any other
SquareTrade
trademark is expressly prohibited. You agree not to use or display the Seal in a manner that is misleading, defamatory, infringing, libelous, disparaging,
obscene or otherwise objectionable to SquareTrade or in a manner that impairs the rights of SquareTrade in its trademarks or logos. SquareTrade reserves
the right to terminate or modify Your license to reproduce and display the Seal at any time and to take action against any use of the Seal that (i) does
not conform to the terms and conditions set forth in this Agreement, (ii) infringes any SquareTrade intellectual property or other right, or (iii)
violates any applicable law. You agree not to register the Seal or any other SquareTrade logo or trademark in any jurisdiction.
1.3 Ownership of the Seal. You agree that SquareTrade is and will remain the sole and exclusive owner of the Seal
and any good will that comes from Your use of the Seal. You agree not to (i) do anything inconsistent with such ownership, (ii)
use the Seal to create a separate and distinct impression for any other service mark or trademark, (iii) take any action
that change or reduce SquareTrade's rights in the Seal. In addition, You agree that all goodwill associated with the use of the Seal
will be for the benefit of SquareTrade.
1.4 Provision of Seal Information. You agree to accurately provide to SquareTrade all requested information about You and Your company or
affiliation during the SquareTrade Membership Application Process ("Application"), and to keep this information current at all times. This information
includes but is not limited to Your name and address, telephone number, email address, company name, credit card number and billing address along with
the expiration date, marketplace user name and password, license number if required and a representation that You are authorized to do business under that
license or on behalf of a third party ("Party in Interest"). SquareTrade may make periodic checks to ensure that all information is correct. Your failure to
respond to these checks may lead to the suspension or revocation of Your Seal. You also agree that SquareTrade may provide Your Public Seal Information to the
public, a Party in Interest, a marketplace or Your customers. Additionally, SquareTrade may provide information to a Party in Interest or marketplace regarding Your Dispute
Information, Your Dispute Behavior, including if there is a basis for SquareTrade to suspend Your Seal. Except as outlined in this paragraph, SquareTrade
will use the information in accordance with our Privacy Policy.
1.5 Seal Standards and Revocation. You agree that SquareTrade may suspend or revoke Your Seal without notice
if You fail to (a} keep the information You provide to SquareTrade
current; or (b) SquareTrade receives verifiable complaints or claims about Your selling practices and/or standards. If Your Seal is suspended
or revoked You will no longer be entitled to use, reproduce or
display the Seal and the license set forth in Section 1.1 ("License to Use the Seal") will immediately terminate
and You must stop all use of the Seal. If Your license to use the Seal is terminated, You may appeal the
termination to compliance@squaretrade.com.
1.6 SquareTrade Care Plus Feature.
You agree that SquareTrade may provide an option for your Buyers to purchase contracts for extended service on serviceable items ("SquareTrade Care Plans") at no cost to you, unless you explicitly opt-out of such a program, which can be done at time of sign-up or anytime through the life of your membership. If you do not opt-out, You agree not to materially misrepresent the condition or description of your merchandise,. You also further agree to indemnify, defend and hold SquareTrade harmless for any suit, claim or action relating to SquareTrade Care Plans purchased on merchandise that was materially misrepresented. You are not responsible for the fulfillment of any SquareTrade Care Plans, and may refer all related questions to SquareTrade Customer Support at warrantysupport@squaretrade.com.
SquareTrade, may, from time to time offer incentive programs relating to SquareTrade Care Plans or other services. You agree that SquareTrade makes no guarantee either express or implied that you will be remunerated for sales of SquareTrade Care Plans on your specific merchandise. SquareTrade reserves the right to modify the terms of any incentive program with reasonable email notice to You.
2. Dispute Resolution Service.
2.1 Dispute resolution services provided by SquareTrade consist of direct negotiation, mediation and arbitration. You further agree that SquareTrade's dispute resolution rules; guidelines, system and methodology (collectively, the "ODR Services") will govern the handling of each Dispute. SquareTrade reserves the right to make changes to the ODR Services from time to time without notice to You, and You agree that Your continued use of the Seal after any such changes represents Your acceptance of any changes. SquareTrade will not make any changes to the ODR Services that change the voluntary nature of the Process, without prior email notice to You. SquareTrade shall not be liable to You or any third party should SquareTrade exercise its right to modify or discontinue the Services.
2.2 Misuse of ODR Services. You agree that Your use of the ODR Services will only be used in conjunction with, or in response to a bona fide dispute. Any unauthorized use of the ODR Services or Materials to reproduce, modify, reverse engineer, copy or display the ODR Services will result in the termination of this Agreement and Your right to use the Seal and SquareTrade taking legal action.
3. Your Role and the Quality of Service.
3.1 You agree to:
- Authorize SquareTrade to make inquiries and collect information from various sources, including Your marketplace, licensing board or otherwise to assist in evaluating Your Application and ongoing compliance with the SquareTrade Standards;
- Use good faith efforts to provide timely and accurate information related to a Dispute;
- Cooperate and participate in good faith and in a timely manner in each Dispute and to respond to all e-mails sent to You by SquareTrade after receipt of such e-mails;
- Provide information to SquareTrade and the other party in connection with the ODR Services that is true, accurate and complete and does not contain any false or misleading information;
- Authorize SquareTrade to enter all information provided by You on the Case Page;
- Authorize SquareTrade to offer the SquareTrade Care Plus to Your buyers; and
- Authorize SquareTrade to provide a Party in Interest, Your marketplace, the appropriate governmental or licensing body, information on Your Dispute, Dispute Behavior, including notifying the Party in Interest, marketplace or governmental or licensing body of Your suspension, dispute information and behavior or termination as a Seal Member.
3.2 You agree not to:
- Impersonate any person or entity or use a name or alias that You are not authorized to use, including applying for or maintaining Your Seal Membership once You are no longer an authorized representative of the Party in Interest;
- Forge communications transmitted to or through SquareTrade during the ODR Services or permit any other person to transmit any information that falsely identifies Your SquareTrade account as the origin of such communication; or
- Post material that encourages conduct that could constitute a criminal offense, or give rise to civil liability or to transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature, as determined by SquareTrade in its sole discretion, Member Services;
- Represent that SquareTrade guarantees Your products or services;
- Misrepresent the condition or nature of Your products; and
- Use the SquareTrade trademarks without a license.
3.3 No Wrongful Use of Materials. You acknowledge and agree that the materials, content, methodology and concepts of the process and in SquareTrade's websites and online materials (collectively, the "Materials") are owned by SquareTrade and are protected by patents, copyrights, trademarks or other proprietary rights and that the use of such Materials is governed by the laws which create those rights and provide for their enforcement. You may not reproduce, modify, distribute, reverse engineer or publicly display such Materials. You agree that You will not (i) resell any SquareTrade service or (ii) use the ODR Services to respond to claims that are without merit or to harass any person, business or entity, or (iii) reproduce, modify, distribute, reverse engineer or publicly display such Materials in any form without the express written consent of SquareTrade. You agree that You may only request ODR Services or access the Materials for transactions for which You are a party. Wrongful use of the Materials is illegal and may result in revocation of the Seal or SquareTrade taking legal action.
4. Fees Due SquareTrade.
4.1 Seal Membership Fees. You agree to pay the non-refundable monthly or annual Seal Membership
fees upon application for membership. Seal Membership fees are due whether or not You post the SquareTrade Seal after approval. You are entitled to post the SquareTrade Seal once approved in the format provided by SquareTrade. If applicable, You are also responsible for and agree to pay any non-refundable Application fees, which are due whether or not You are approved for the SquareTrade Seal.
4.2 Investigation Fees. You agree to reimburse SquareTrade for any amounts expended to independently confirm Your compliance with the SquareTrade Standards or a specific SquareTrade Program.
4.3 Payment and Changing Fees. You authorize SquareTrade to charge any and all Fees due to SquareTrade to the credit card account You provided to SquareTrade as part of Your Application. If a promotional period applies, Fees will be charged at the expiration of that period, unless we are notified You want to terminate Your use of the Seal. To terminate your SquareTrade Seal go to the Account Information page in My Seal. You agree that SquareTrade may revise its fees with ten (10) days advance e-mail notice to You by posting the notice on the Member Services Site. If You continue to use the Seal after notice, You accept the fee change.
4.4 Renewals. Unless You notify us of Your decision to terminate Your Seal Membership, Your Seal Membership will automatically renew at the end of each term. Your renewed Seal Membership will have the same duration as the Seal Membership being renewed (e.g. one month or one year). At the time of renewal, Your credit card will be charged our then-current fee for Your renewed membership, and if You do not agree to the then-current fee You will notify SquareTrade immediately so that Your membership can be terminated and fees refunded to You.
5. Privacy Policy.
SquareTrade collects uses and discloses personal information in accordance with its Privacy Policy, which is available by clicking here and which may be changed from time to time by SquareTrade in its discretion without any notice or liability to You or any other person by making an amended Privacy Policy accessible through the Website. You accept the revised Privacy Policy each time you visit the Website, or use the services provided by SquareTrade. You consent to the collection, use and disclosure of your personal information by SquareTrade in accordance with the Privacy Policy as it then reads.
6. Limited Warranty.
SQUARETRADE, ITS OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. SQUARETRADE, ITS OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 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.
7. Limits on Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SQUARETRADE OR ANY SQUARETRADE NEUTRAL BE LIABLE TO YOU, FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE ODR SERVICES, OR THE RESOLUTION OF YOUR DISPUTES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF SQUARETRADE OR THE SQUARETRADE NEUTRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SQUARETRADE'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE FEES PAID BY YOU TO SQUARETRADE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM FOR DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY ESSENTIAL PURPOSE OR LIMITED REMEDY SET FORTH IN THIS AGREEMENT. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.
8. Indemnity.
You agree to indemnify and hold SquareTrade, and as applicable its officers, directors, agents, employees, affiliates, suppliers and partners, harmless from and against any and all claims, demands, causes of action, damages, costs, liabilities and expenses (including but not limited to, reasonable attorneys fees), arising from or relating to of Your use of the Seal. or participation in ODR and Care Plus Services (including, without limitation, any claims arising from any representations You make about the Seal, ODR or Care Plus Services); or 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.
9. Additional Terms.
The following policies, Addendums or Agreements are incorporated into this Agreement by reference and provide additional terms and conditions related to specific services offered by SquareTrade:
Privacy Policy
SquareTrade Standards
Care Plus Agreement
Each of these documents may be changed from time to time and are effective immediately after We post the changes on the Site. In addition, when using particular services on the Site, In addition, by Your use of particular services on the Site, You agree that You are subject to any posted policies or rules applicable to services You use through the Site, which may be posted at the time of use. All such posted policies or rules are hereby incorporated by reference into this Agreement.
10. Term and Termination.
This Agreement will commence on the date You click the "I Accept" button in the Application. This Agreement will terminate on the earlier
of: (a) the date You cancel Your membership online by going to the Account Information Page in
My Seal; (b) the date on which you notify SquareTrade that you do not agree with changes to this Agreement or a new Agreement that replaces this Agreement; (c) the date on which SquareTrade dispatches e-mail notice to You that it is terminating
this Agreement; or (d) immediately pursuant to section 1.5. The following Sections shall survive the termination of this Agreement:
Sections 4.3 ("No Wrongful Use of Materials"), 7 ("Limited Warranty"), 8 ("Limits on Liability") 9 ("Indemnity"), 10 (“Additional Terms”),
11 ("Term and Termination"), 12 (“Resolution of Disputes”) and 13 ("General") and 14("Miscellaneous"). Upon termination of this Agreement all licenses granted
in this Agreement will immediately terminate.
11. Resolution of Disputes.
11.1 In the event a dispute arises between You and SquareTrade, our goal is to
provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and SquareTrade agree that any claim
or controversy at law or equity that arises out of this Agreement or our services ("Claims") shall be resolved
in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties.
Before resorting to these alternatives, SquareTrade strongly encourage You to first contact us directly to seek a
resolution. SquareTrade will consider reasonable requests to resolve the dispute through alternative dispute
resolution procedures, such as mediation, as an alternative to litigation.
11.2 Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where
the total amount of the award sought is less than $10,000, You or SquareTrade may elect to resolve the dispute
through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where
no in-person appearance is required. In such cases, the arbitration shall be administered by the American
Arbitration Association or JAMS in accordance with their applicable rules, or any other established ADR provider
mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
11.3 Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in
the City and County of San Francisco, California. You and SquareTrade agree
to submit to the personal jurisdiction of the courts located within the City and County of San Francisco, California.
All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using
the dispute resolution mechanism that is selected in accordance with this Section by the party filing a
Claim. Should either party file a Claim contrary to this Section 11, the other party may recover attorneys'
fees and costs up to $1000, provided that the party seeking the award has notified the other party in writing
of the improperly filed Claim, and the other party has failed to withdraw the Claim.
12. General.
The parties irrevocably agree that the laws of the State of California will govern this Agreement and their
relationship, without reference to any choice of law rules. You may not assign this Agreement, by operation of
law or otherwise, without SquareTrade's
prior written consent. The failure of either party to
enforce any of the provisions of this Agreement shall not be construed as a waiver of that provision or the
right of the party to enforce that provision or any other provision. In the event that any provision of this
Agreement is found to be unenforceable or invalid the parties agree that that provision will be changed and
interpreted so as to best accomplish the objectives of the provision within the limits of applicable law or
applicable court decisions.
13. Miscellaneous.
13.1 Notices. Any and all notices to SquareTrade must be made in writing and mailed by first class
postage to SquareTrade at 575 Market Street, 10th Floor, San Francisco, CA 94105 and such notices will be deemed
delivered when received.
13.2 Relationship. You agree that You and SquareTrade are independent contractors and neither of us is
the legal representative, agent, joint venture, partner, or employee of the other party for any purpose whatsoever.
13.3 Force Majeure. SquareTrade shall not be liable to You for its failure to perform under this
Agreement to the extent that any such failure results from any cause beyond SquareTrade's reasonable control,
including without limitation, acts of God, strike, electrical or power outage, the acts or omissions of a
third party, earthquake, or weather.
PLEASE READ THIS AGREEMENT AND SQUARETRADE'S PRIVACY POLICY CAREFULLY. BY CHECKING THE "I AGREE" BOX IN THE
APPLICATION FORM, YOU: REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT
AND THE
SQUARETRADE PRIVACY POLICY
AND ANY OTHER SQUARETRADE POLICY THAT APPLIES TO YOUR USE OF OUR
SERVICES, AND AGREE TO BE LEGALLY BOUND AND TO ABIDE BY THIS AGREEMENT AND SQUARETRADE'S
POLICIES AS IF YOU HAD SIGNED THEM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND
SQUARETRADE'S POLICIES, YOUR APPLICATION MAY NOT BE ACCEPTED.
Last updated 6-24-08
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