Store Owner's Agreement
Store Owner's Agreement – Puerto Rico Shop LLC
Last modified: 2025-01-09
This Puerto Rico Shop LLC Seller Agreement ("Agreement") applies to you and the entity you represent ("You" "Seller" “Store Owner”) if you list, post, promote, offer, and/or sell products or services. By listing, publishing, promoting, selling, or offering a product or service on the “Marketplace,” Seller agrees to the terms of this Agreement.
Parties
Puerto Rico Shop LLC (“Company”, “we”, “us”, “our”) is a limited liability company organized and established under the laws of Puerto Rico.
Seller or Store Owner is a natural person or entity business organized and existing under the laws of Puerto Rico and United States with its principal offices located in these jurisdictions.
Background
Puerto Rico Shop LLC (the "Marketplace Operator") is a company engaged in the business of operating an online marketplace platform that facilitates the sale of products and services by third-party sellers to consumers. Many of the services we provide are conducted through the domain https://puertoricoshop.com (the “Site”, “Marketplace” or “Platform”). Puerto Rico Shop LLC provides a web application (“Software”) that allows each seller to create an online store through which they may sell goods and services online.
Puerto Rico Shop LLC also provides online store hosting, site design, marketing services, and other related services offered from time to time (individually and collectively, the “Services”).
Seller (the "Store Owner") is a natural person or business entity engaged in the business of products and/or services, and desires to sell its products and/or services through the Marketplace Operator's online platform.
The Marketplace Operator and the Store Owner (collectively, the "Seller") wish to enter into this Agreement to establish the terms and conditions under which the Store Owner may operate a virtual store on the Marketplace Operator's online platform.
The Seller acknowledges and agree that their entry into this Agreement is mutually beneficial, as the Marketplace Operator will benefit from having additional product and service offerings on its platform, and the Store Owner will benefit from access to the Marketplace Operator's customer base and online selling platform.
This Agreement shall be governed by and construed in accordance with the laws of Puerto Rico, United States of America, without regard to its principles of conflicts of law. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in San Juan, Puerto Rico.
Definitions
Agreement means this Marketplace Store Owner's Agreement, including all exhibits and schedules attached hereto.
Marketplace or Platform means the online marketplace platform owned and operated by Puerto Rico Shop LLC.
Marketplace Operator means Puerto Rico Shop LLC, the entity that owns and operates the Marketplace.
Store Owner or Seller means the individual or business entity that operates a virtual store on the Marketplace to sell Products or Services.
Products or Services means the goods or services offered for sale by the Store Owner through the Marketplace.
Intellectual Property Rights means patents, trademarks, service marks, trade names, copyrights, trade secrets, and other intellectual property rights.
Confidential Information means non-public information related to the Parties' businesses, including but not limited to financial information, customer data, and proprietary technology.
Fees means the commissions, fees, or other charges payable by the Store Owner to the Marketplace Operator for the use of the Marketplace and related services.
Applicable Laws means all relevant federal, state, and local laws, regulations, and rules applicable to the Parties' performance under this Agreement.
Scope of Agreement
Permitted Activities. The Store Owner is authorized to list and sell products and services on the Marketplace Operator's online platform (the "Platform") in accordance with the terms of this Agreement, the Platform's policies and procedures, and all applicable laws and regulations. The Store Owner shall not list, offer, or sell any products or services that are prohibited, restricted, or otherwise violate the Platform's policies or applicable laws and regulations.
Listing and Product Information. The Store Owner shall provide accurate, complete, and up-to-date information for all products and services listed on the Platform, including but not limited to product descriptions, pricing, availability, and any applicable warranties or guarantees. The Store Owner shall not engage in any deceptive, misleading, or unlawful practices in connection with the listing or promotion of its products or services.
Order Processing and Fulfillment. The Store Owner shall be solely responsible for processing and fulfilling all orders placed through the Platform, including but not limited to shipping, handling, and customer service. The Store Owner shall process and fulfill orders in a timely and professional manner, in accordance with the Platform's policies and any applicable laws and regulations.
Platform Access and Use. The Marketplace Operator grants the Store Owner a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform solely for the purpose of listing and selling products and services in accordance with this Agreement. The Store Owner shall not modify, interfere with, or attempt to access any part of the Platform other than as expressly permitted by this Agreement and the Platform's policies.
Marketing and Promotion. The Store Owner may engage in marketing and promotional activities related to its products and services listed on the Platform, provided that such activities comply with all applicable laws and regulations, as well as the Platform's policies and guidelines. The Store Owner shall not engage in any comparative advertising or make any disparaging or false statements about the Marketplace Operator, the Platform, or any other third party.
Data and Privacy. The Store Owner shall comply with all applicable data protection and privacy laws and regulations in connection with its use of the Platform and the collection, use, and protection of customer data. The Store Owner shall not use or disclose any confidential information obtained through its use of the Platform, except as expressly permitted by this Agreement or as required by law.
Intellectual Property Rights. The Store Owner shall not infringe upon or violate any intellectual property rights of the Marketplace Operator, the Platform, or any third party in connection with its use of the Platform or the listing and sale of products and services. The Store Owner shall indemnify and hold harmless the Marketplace Operator from any claims, damages, or liabilities arising from the Store Owner's infringement or violation of any intellectual property rights.
Compliance with Laws. The Store Owner shall comply with all applicable laws and regulations in connection with its use of the Platform and the listing and sale of products and services, including but not limited to consumer protection laws, product safety laws, advertising laws, and intellectual property laws. The Store Owner shall indemnify and hold harmless the Marketplace Operator from any claims, damages, or liabilities arising from the Store Owner's non-compliance with any applicable laws or regulations.
Intellectual Property Rights
Ownership of Intellectual Property
Each Party shall retain all rights, title, and interest in and to its respective Pre-Existing Intellectual Property Rights.
The Marketplace Operator shall own all Intellectual Property Rights in and to the Marketplace Platform, including but not limited to the software, user interfaces, databases, and related technologies.
The Store Owner shall own all Intellectual Property Rights in and to its Products, Services, and associated branding and marketing materials.
License Grants
The Marketplace Operator hereby grants to the Store Owner a limited, non-exclusive, non-transferable, and revocable license to use the Marketplace Operator's Trademarks, logos, and other Intellectual Property Rights solely for the purpose of promoting and selling the Store Owner's Products and Services on the Marketplace Platform during the Term of this Agreement.
The Store Owner hereby grants to the Marketplace Operator a limited, non-exclusive, non-transferable, and revocable license to use the Store Owner's Trademarks, product images, descriptions, and other Intellectual Property Rights solely for the purpose of facilitating the sale of the Store Owner's Products and Services on the Marketplace Platform during the Term of this Agreement.
Restrictions on Use
Puerto Rico Shop LLC encourages each seller to verify that each item or service is in strict compliance with applicable laws before posting a product or service. If we understand that a product or service posted by the seller is illegal, inappropriate, prohibited or offensive, we will immediately remove it without notice. Puerto Rico Shop LLC reserves the exclusive right to admit or reject any posting of products and/or services that we understand to be inappropriate on our Site.
Prohibited Activities:
violate any law, statute, ordinance or regulation.
act fraudulently or engage in the sale of stolen, counterfeit or copyright infringing items.
sell or offer items that encourage, promote, facilitate or instruct others to engage in illegal activities.
sell illegal substances, alcohol, tobacco, electronic smoking products, cannabis, cannabidiol (CBD), derivative products or equipment designed to make or use alcohol, tobacco or drugs.
sell prescription medications.
establish multi-level pyramid schemes or similar business styles.
sell firearms, ammunition, certain firearm parts or accessories, or certain weapons or knives regulated by applicable law.
Store and/or disseminate content or information that (a) is offensive, obscene, threatening, such as content that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, or other forms of intolerance that are discriminatory or the financial exploitation of a crime, (b) promotes illegal or unauthorized copying of another's work, (c) provides pirated content or links to pirated content files, or provides information to circumvent manufacturer-installed copy protection devices, (d) is obscene or posts any information that contains pornography, including material harmful to children and/or child pornography.
Collect personal information about another user or third party without consent: Such as credit card numbers, sensitive national identification numbers, or account passwords, unless you have the consent of the individual to whom the information pertains or is otherwise authorized to provide such consent.
Infringe on intellectual property rights, including copyrights and trademarks.
do not deliver the items to the buyer after the buyer has made the applicable payment.
rent, lease, reproduce, modify, adapt, create derivative works from, distribute, sell, license, sublicense, transfer or otherwise provide access to the Service to a third party in any way.
reverse engineer, disassemble, decompile, translate or otherwise attempt to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs of any Software, including its content, except as permitted by law.
- access the site for the purpose of building a competitive product or service or copying its features or user interface.
modify, remove or obstruct any proprietary rights statements or notices contained in the Services.
interfere with any license key mechanism in the Service or otherwise circumvent mechanisms in the Service intended to limit your use.
- attempt to gain unauthorized access to the Services or their related systems or networks.
provide false identity information to access or use the Services.
send spam or duplicative or unsolicited messages in violation of applicable laws.
send or store (i) material that contains software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.
publicly disseminate information regarding the performance of the Service.
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Neither Sellers will use the other Party's Intellectual Property Rights in a manner that may cause confusion, dilution and obscuration of such Intellectual Property Rights.
Neither Seller shall sublicense, transfer, or assign its rights or obligations under this Agreement without the prior written consent of the other Party.
Neither Seller shall reverse engineer, decompile, or modify the other Party's Intellectual Property Rights or any software, technology, or materials associated therewith.
High-Risk Products: Products, materials, or services that are considered high-risk or may be considered legally questionable, or products and/or services whose use is regulated by law in our jurisdiction (Puerto Rico and the United States).
sale of Lottery Tickets (including gift bags and raffle tickets).
sale of coupons.
Postage machines, slot machines.
sale of counterfeit, imitation or unauthorized replica products.
cash or cash equivalents.
Counterfeit money.
sale of service contracts or warranties.
sale of used underwear, even if clean.
Infringement and Indemnification
Each Party shall promptly notify the other Party of any suspected infringement of its Intellectual Property Rights by a third party.
The Party owning the allegedly infringed Intellectual Property Rights shall have the sole right, but not the obligation, to control any legal proceedings or negotiations related to such infringement, including the right to settle or compromise any such claim or action.
Each Party shall indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim that the indemnifying Party's Intellectual Property Rights or materials infringe or misappropriate any third-party Intellectual Property Rights.
Termination and Post-Termination Obligations
Upon expiration or termination of this Agreement, all licenses granted under this Section 3 shall automatically terminate, and each Party shall immediately cease using the other Party's Intellectual Property Rights.
Upon termination of this Agreement, each Party shall promptly return or destroy all Confidential Information and materials belonging to the other Party, including any copies thereof.
Representations and Warranties
Each Seller represents and warrants that it has the full right, power, and authority to grant the licenses set forth in this Section 3 and that the exercise of such licenses by the other Party will not violate or infringe upon the Intellectual Property Rights of any third party.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER MATTER, AND EACH PARTY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Fees and Payment Terms
Fees. The Store Owner shall pay the following fees to the Marketplace Operator for the right to sell Products and Services on the Platform.
We have several pricing plans where the seller can select the plan according to the seller’s business style and budget:
Plan – Monthly Payment $0. The Marketplace Operator shall charge a commission rate of (10% + $0.30) on all sales of Products and Services made through the Platform.
Basic Plan - Monthly Subscription Fees: $10.00 plus commission rate of (6.50% + $0.30) on all sales of Products and Services made through the Platform. For detailed information on all seller plans, please visit: https://puertoricoshop.com/companies-vendorplans.
Plus Plan - Monthly Subscription Fees: $49.00 plus commission rate of (1.50% + $0.30) on all sales of Products and Services made through the Platform. For detailed information on all seller plans, please visit: https://puertoricoshop.com/companies-vendorplans.
Pro Plan - Monthly Subscription Fees: $79.00 plus commission rate of (1.50% + $0.30) on all sales of Products and Services made through the Platform. For detailed information on all seller plans, please visit: https://puertoricoshop.com/companies-vendorplans.
Unlimited Plan - Monthly Subscription Fees: $299.00 plus commission rate of (1.50% + $0.30) on all sales of Products and Services made through the Platform. For detailed information on all seller plans, please visit: https://puertoricoshop.com/companies-vendorplans.
Payment Processing Fees. The Store Owner shall be responsible for paying all payment processing fees and charges imposed by third-party payment processors for transactions conducted through the Platform.
Payment Methods. The Marketplace Operator shall accept the following payment methods for transactions conducted through the Platform: Credit Carts, PayPal. The Store Owner shall comply with all applicable laws, rules, and regulations, including the Payment Card Industry Data Security Standard (PCI DSS), in connection with the processing and handling of customer payments.
Payment Terms.
Payment Schedule. The Marketplace Operator shall remit to the Store Owner the proceeds from sales of Products and Services, less any applicable fees, commissions, and charges, on a weekly basis.
Currency. All payments shall be made in US Dollars.
Invoicing and Billing. The Marketplace Operator shall provide the Store Owner with a detailed invoice or statement of account for each payment period, setting forth the gross sales, applicable fees and commissions, and net amount due to the Store Owner.
Refunds and Chargebacks. The Marketplace Operator shall have the right to deduct from any payments due to the Store Owner any amounts related to refunds, chargebacks, or other customer disputes arising from the sale of Products and Services by the Store Owner.
Taxes. Sales made within the jurisdiction of Puerto Rico, the Marketplace Operator is responsible for collecting and paying the Sales and Use Tax (IVU), as established by the Department of the Treasury in the following circular letters (please access):
https://hacienda.pr.gov/public...
https://hacienda.pr.gov/public...https://hacienda.pr.gov/public...
Sales made outside the jurisdiction of Puerto Rico, the Store Owner will be solely responsible for collecting, reporting and remitting all taxes. applicable taxes, including sales tax, value added tax and any other taxes or duties, in connection with the sale of Products and Services through the Platform.
Fee Adjustments. The Marketplace Operator reserves the right to modify the fees and commission rates set forth in this Agreement upon 30 days' prior written notice to the Store Owner.
Withholding and Setoff. The Marketplace Operator shall have the right to withhold or set off any amounts due to the Store Owner against any outstanding fees, chargebacks, or other liabilities owed by the Store Owner to the Marketplace Operator under this Agreement.
Records and Audits. The Store Owner shall maintain accurate and complete records related to its transactions and sales on the Platform, including records of all fees and commissions paid to the Marketplace Operator. The Marketplace Operator shall have the right, upon reasonable notice, to audit the Store Owner's records to verify compliance with this Agreement.
Payment Disputes. In the event of any dispute regarding payments or fees under this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved within 30 days, either party may submit the dispute to Mediation and/or Arbitration.
Security and Fraud Prevention. The Store Owner shall implement and maintain appropriate security measures to prevent fraudulent transactions or unauthorized access to customer payment information. The Store Owner shall comply with all applicable laws, rules, and regulations, including the PCI DSS, related to the processing and handling of customer payments.
Term and Termination
Initial Term. The Initial Term of this Agreement shall commence upon Seller's creation of a Seller Account on the Marketplace and shall continue in effect as long as the account remains active, unless earlier terminated in accordance with the provisions of this Section 5. The seller may close its store and terminate its account at any time.
Termination for Cause. Either Party may terminate this Agreement for cause, effective immediately upon written notice to the other Party, if the other Party:
Materially breaches any provision of this Agreement and fails to cure such breach within two (2) days after receiving written notice thereof.
Puerto Rico Shop LLC has a policy of: (a) removing or disabling access to material that we believe in good faith violates any section of this Store Owner's Agreement; and (b) in appropriate circumstances, terminating the accounts and blocking access to the Service of any Store Owner who repeatedly or flagrantly violates this Store Owner's Agreement.
Puerto Rico Shop LLC will immediately terminate any Store Owner account that we determine is a repeat infringer or is engaging in fraudulent, harmful, or illegal activity.
However, Puerto Rico Shop LLC reserves the right to suspend or terminate Store Owner account at its sole discretion and without prior notice.
Becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or
Engage in any conduct that, in the reasonable opinion of the non-breaching Party, is likely to cause harm to the reputation, goodwill, or business of the non-breaching Party.
Effects of Termination.
Upon termination or expiration of this Agreement, the Store Owner shall immediately cease all use of the Marketplace Operator's intellectual property and shall remove all of its product and service listings from the Marketplace.
The Store Owner shall remain responsible for fulfilling any customer orders placed through the Marketplace prior to the effective date of termination, and the Marketplace Operator shall be entitled to its share of any fees or commissions associated with such orders.
Any provisions of this Agreement that, by their nature, are intended to survive termination or expiration shall remain in full force and effect, including but not limited to Section 3 (Intellectual Property Rights), Section 7 (Confidentiality), and Section 8 (Indemnification).
Post-Termination Restrictions. For a period of one (1) year following the termination or expiration of this Agreement, the Store Owner shall not, directly or indirectly, solicit or attempt to solicit any customer or user of the Marketplace for the purpose of diverting or attempting to divert such customer or user away from the Marketplace.
Transition Assistance. Upon termination or expiration of this Agreement, the Marketplace Operator shall provide the Store Owner with reasonable assistance and access to data and information necessary for the Store Owner to transition its business to another platform or marketplace, subject to the Store Owner's compliance with its obligations under this Agreement.
Governing Law and Dispute Resolution. Any dispute arising out of or relating to this Agreement, including the termination or validity thereof, shall be governed by and construed in accordance with the laws of Puerto Rico, without regard to its principles of conflicts of law. The Parties agree to submit any such dispute to the exclusive jurisdiction of the state and federal courts located in Puerto Rico.
Representations and Warranties
Authority and Capacity. Each Party represents and warrants that it has the full legal authority and capacity to enter into and perform its obligations under this Agreement.
Store Owner's Licenses and Approvals. The Store Owner represents and warrants that it has obtained all necessary licenses, permits, and approvals required to conduct its business and sell its products and/or services through the Marketplace.
Ownership and Intellectual Property Rights.
The Store Owner represents and warrants that it owns or has the necessary rights to sell the products and/or services listed on the Marketplace.
The Store Owner represents and warrants that its products and/or services do not infringe upon any third-party intellectual property rights, including but not limited to patents, trademarks, copyrights, or trade secrets.
Compliance with Laws and Regulations.
Each Party represents and warrants that it will comply with all applicable laws, regulations, and industry standards in the performance of its obligations under this Agreement.
The Store Owner represents and warrants that its products and/or services comply with all relevant safety standards, labeling requirements, and consumer protection laws.
Accuracy of Information.
Each Party represents and warrants that all information provided to the other Party in connection with this Agreement is true, accurate, and complete.
The Store Owner represents and warrants that all product descriptions, pricing, and other information provided to the Marketplace Operator are accurate and up-to-date.
No Conflicts or Violations. Each Party represents and warrants that entering into and performing its obligations under this Agreement does not violate any other agreement or obligation to which it is a party.
Disclaimer of Warranties. Except as expressly set forth in this Agreement, the Marketplace Operator makes no representations or warranties, express or implied, regarding the Marketplace or any products or services offered through the Marketplace, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Remedies for Breach of Representations and Warranties. In the event of a breach of any representation or warranty set forth in Section 6, the non-breaching Party shall be entitled to pursue all available remedies at law or in equity, including but not limited to indemnification, termination of this Agreement, and monetary damages.
Confidentiality and Non-Disclosure
- Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" means any and all non-public information, including but not limited to trade secrets, business plans, financial data, customer information, and intellectual property, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether in written, oral, or other tangible or intangible form, and whether or not marked or identified as confidential.
Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (ii) was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records; or (iii) is independently developed by the Receiving Party without the use of or reference to the Disclosing Party's Confidential Information.
- Obligations of Confidentiality
The Receiving Party shall: (i) keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party; (ii) use the Confidential Information solely for the purposes of this Agreement and not for any other purpose; and (iii) implement appropriate security measures to protect the Confidential Information from unauthorized access, use, or disclosure.
- Permitted Disclosures
Notwithstanding the obligations set forth in Section 7.b, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that the Receiving Party: (i) promptly notifies the Disclosing Party of such requirement to disclose; and (ii) uses reasonable efforts to limit the scope of such disclosure.
The Receiving Party may also disclose Confidential Information to its employees, agents, or contractors who need to know the information for the purposes of this Agreement, provided that such individuals are bound by confidentiality obligations substantially similar to those set forth in this Agreement.
- Return or Destruction of Confidential Information
Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, including all copies and derivatives thereof, and shall certify in writing to the Disclosing Party that it has complied with this obligation.
- Survival of Confidentiality Obligations
The obligations of confidentiality set forth in this Section 7 shall survive the termination or expiration of this Agreement for a period of three (3) years.
- Remedies for Breach
The Parties acknowledge and agree that a breach of the confidentiality obligations set forth in this Section 7 may cause irreparable harm to the Disclosing Party, for which monetary damage may be inadequate. In the event of such a breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies, in addition to any other remedies available at law or in equity.
The Receiving Party shall be liable for any damages, including reasonable attorneys' fees and costs, resulting from a breach of the confidentiality obligations set forth in Section 7.
- Definition of Confidential Information
Indemnification and Limitation of Liability
Indemnification by Store Owner. The Store Owner shall indemnify, defend, and hold harmless the Marketplace Operator, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Marketplace Indemnified Parties") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising out of or resulting from: (i) any breach of this Agreement by the Store Owner; (ii) any violation of applicable laws or regulations by the Store Owner in connection with its performance under this Agreement; (iii) any claims or actions brought by third parties relating to the Store Owner's products or services, including but not limited to claims of product liability, intellectual property infringement, or consumer protection violations; or (iv) any other acts or omissions of the Store Owner or its employees, agents, or subcontractors in connection with this Agreement.
Indemnification by Marketplace Operator. The Marketplace Operator shall indemnify, defend, and hold harmless the Store Owner, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Store Owner Indemnified Parties") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising out of or resulting from: (i) any breach of this Agreement by the Marketplace Operator; (ii) any violation of applicable laws or regulations by the Marketplace Operator in connection with its operation of the online platform; or (iii) any claims or actions brought by third parties relating to the Marketplace Operator's operation of the online platform, including but not limited to claims of data privacy or security breaches, or intellectual property infringement.
Indemnification Procedures. The indemnified party shall promptly notify the indemnifying party in writing of any claim or action for which indemnification is sought, and the indemnifying party shall have the right to control the defense and settlement of such claim or action, provided that the indemnified party shall have the right to participate in the defense at its own expense. The indemnified party shall cooperate fully with the indemnifying party in the defense of any such claim or action.
Limitation of Liability. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Liability Cap. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 8, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE STORE OWNER TO THE MARKETPLACE OPERATOR DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exclusions from Limitations. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 8.d AND 8.e SHALL NOT APPLY TO: (I) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 8; (II) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9; OR (III) EITHER PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
Survival. The provisions of this Section 8 shall survive the termination or expiration of this Agreement.
Dispute Resolution
Negotiation and Mediation. In the event of any dispute, controversy or claim arising out of or relating to this Agreement, the Parties shall first attempt in good faith to resolve such dispute through negotiations between senior executives of the Parties, who shall have authority to settle the dispute. If the dispute cannot be resolved through negotiations within thirty (30) days after the first written notice of the dispute is provided by one Party to the other Party, the Parties shall endeavor to settle the dispute by mediation administered by the American Arbitration asociation under its Commercial Mediation Procedures before resorting to arbitration or litigation. The Parties shall share equally the costs of such mediation.
Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement that cannot be resolved through negotiation and mediation as set forth in Section 9.a shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted by a single arbitrator unless the amount in dispute exceeds $20,000, in which case the arbitration shall be conducted by a panel of three arbitrators. The seat of the arbitration shall be Puerto Rico. The arbitration proceedings and all related documents shall be confidential, and the Parties shall maintain such confidentiality.
Litigation. Notwithstanding Section 9.b, either Party may seek temporary or preliminary injunctive relief from any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. Additionally, either Party may pursue litigation in lieu of arbitration for disputes relating to intellectual property rights, including but not limited to trademarks, copyrights, and patents. Any such litigation shall be brought exclusively in the state or federal courts located in Puerto Rico, and the Parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Continuing Performance. Pending the resolution of any dispute, controversy or claim arising out of or relating to this Agreement, the Parties shall continue to perform their respective obligations under this Agreement, unless otherwise agreed in writing or ordered by the arbitrator or court.
Statute of Limitations. No claim or cause of action arising out of or relating to this Agreement may be brought more than two (2) years after the cause of action has accrued.
Governing Law. This Agreement, including this Section 9, shall be governed by and construed in accordance with the laws of Puerto Rico, without regard to its principles of conflicts of law.
Governing Law and Jurisdiction
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Puerto Rico, without regard to its principles of conflicts of law. This choice of law provision shall apply to all matters relating to this Agreement, including its validity, interpretation, performance, and enforcement.
Jurisdiction. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Puerto Rico. Each party hereby consents to the personal jurisdiction of such courts for any such legal action or proceeding.
Venue. The agreed venue for any legal action or proceeding arising out of or relating to this Agreement shall be in Puerto Rico. This venue provision shall not preclude either party from seeking interim or provisional relief in any court of competent jurisdiction.
Dispute Resolution.
The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy.
If the dispute has not been resolved by negotiation within thirty (30) days of the initiation of such negotiation, either party may submit the dispute to mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association.
If the dispute has not been resolved by mediation within sixty (60) days of the initiation of such mediation, either party may submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law.
Entire Agreement. This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
Assignment and Subcontracting
Assignment by Store Owner
The Store Owner shall not assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement, whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the Marketplace Operator, which consent shall not be unreasonably withheld, conditioned, or delayed.
Any attempted assignment, transfer, or other disposition by the Store Owner in violation of this Section 11.a shall be null and void.
Assignment by Marketplace Operator
The Marketplace Operator may assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, without the consent of the Store Owner.
In the event of any such assignment or transfer, the Marketplace Operator shall provide the Store Owner with written notice within a reasonable time after the effective date of such assignment or transfer.
Subcontracting by Store Owner
The Store Owner shall not subcontract any of its obligations under this Agreement without the prior written consent of the Marketplace Operator, which consent shall not be unreasonably withheld, conditioned, or delayed.
In the event that the Marketplace Operator consents to the Store Owner's use of a subcontractor, the Store Owner shall remain fully responsible for the performance of all obligations under this Agreement and shall ensure that any subcontractor complies with the terms and conditions of this Agreement.
Effect of Assignment or Subcontracting
Any permitted assignment or subcontracting shall not relieve the assigning or subcontracting party of any of its obligations under this Agreement.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
Notice of Assignment or Subcontracting
In the event of any permitted assignment or subcontracting, the assigning or subcontracting party shall provide the other party with written notice within a reasonable time after the effective date of such assignment or subcontracting, including the identity of the assignee or subcontractor and the effective date of the assignment or subcontracting.
Compliance with Laws and Regulations
- Any assignment or subcontracting under this Agreement shall comply with all applicable laws and regulations, including but not limited to those related to data protection, privacy, and intellectual property rights.
Force Majeure
For the purposes of this Agreement, "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including but not limited to acts of God, acts of government, acts of war or terrorism, epidemics, pandemics, strikes or other labor disputes, fires, earthquakes, floods, storms, riots, civil disturbances, disruptions in transportation or utilities, or any other cause beyond the reasonable control of the affected Party.
If either Party is prevented from or delayed in performing any of its obligations under this Agreement by a Force Majeure Event, such Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in performance, provided that the Party affected:
Promptly notifies the other Party in writing of the Force Majeure Event, specifying the nature of the event, the date of commencement, and the expected duration of the event;
Uses reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably possible; and
Provides the other Party with regular updates on the status of the Force Majeure Event and its efforts to mitigate the effects thereof.
If a Force Majeure Event continues for a period of 7 days consecutive days or more, either Party may terminate this Agreement upon written notice to the other Party, without further liability or obligation to the other Party, except for any liabilities or obligations that accrued prior to the date of termination.
Notwithstanding the foregoing, a Force Majeure Event shall not excuse or suspend the obligation to make any payment due under this Agreement.
This Force Majeure clause shall be interpreted and governed by the laws of Puerto Rico, consistent with the governing law provision set forth in this Agreement.
Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Marketplace Operator, to: PO Box 211, Manatí, PR 00674
Email: [email protected]
Any party may change its address for Notice purposes by giving the other party written Notice of the new address in accordance with this Section.
Notwithstanding the foregoing, any Notice sent to the correct address by nationally recognized overnight courier, or certified or registered mail, delivery fees prepaid, shall be deemed to have been given when received or rejected.
In the event of any urgent or time-sensitive matter, a party may provide Notice by electronic mail or other electronic means, provided that such Notice shall be followed promptly by a written Notice pursuant to the provisions of this Section.
Each party shall maintain records of all Notices sent and received under this Agreement for a period of 3 years following the termination or expiration of this Agreement.
Entire Agreement and Amendments
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral, relating to the subject matter of this Agreement. There are no representations, warranties, covenants, or obligations except as set forth herein.
Amendments and Modifications. No amendment, modification, or supplement to this Agreement shall be binding unless it is in writing and signed by authorized representatives of both Parties.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way, and the Parties shall use their best efforts to substitute a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic and other purposes of the invalid, illegal, or unenforceable provision.
Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom the waiver is to be enforced. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that electronic signatures shall have the same legal force and effect as original handwritten signatures.
Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, and enforceability of the remaining provisions of this Agreement.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify or reform such provision to the extent necessary to make it valid, legal, and enforceable, while preserving the intent of the Parties as closely as possible.
If such modification or reformation is not possible, the invalid, illegal, or unenforceable provision shall be severed from this Agreement, and the remaining provisions shall continue to be valid, binding, and enforceable, and the Parties shall continue to perform their respective obligations under this Agreement to the fullest extent permitted by law.
The severability of provisions in this Agreement shall be governed by and construed in accordance with the laws of Puerto Rico, United States of America, without regard to its principles of conflicts of law.
The severability of provisions in this Agreement shall apply to individual provisions, sections, articles, or parts of this Agreement, as necessary, to preserve the validity and enforceability of the remaining provisions.
The Parties hereby waive or consent to the severance of any invalid, illegal, or unenforceable provision of this Agreement, to the extent necessary to preserve the validity and enforceability of the remaining provisions.
Ningún comentario encontrado
Escriba una reseña
