Terms & Conditions Privacy Policy Service Agreement Arbitration Affiliates Seller Agreement

Mojo Seller Terms and Conditions

About MOJO

MOJO Marketplace, Inc. ("MOJO") provides an online marketplace located at MOJOMarketplace.com (the "MOJO Marketplace") through which individuals may sell their products and services to third parties (the "End Users"). By uploading your products or services to the MOJO Marketplace you agree to the terms and conditions set forth in this agreement (the "Agreement"). This Agreement is a contract between MOJO and you ("Seller") and sets forth the general terms and conditions of your use of the MOJO Marketplace to sell your products and services. Please read this Agreement carefully.

MOJO may in its sole discretion change or modify this Agreement at any time. We will notify you in advance of any material changes to this Agreement and post a notice of such change on the MOJO Marketplace website for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Agreement the date these terms were last revised. Any changes or modifications to this Agreement shall be effective and binding on you as of the date indicated in a notice posted on this page, together with any options you may have to accept or reject changes, where required by law or otherwise made available. If no date is specified, your continued participation in the MOJO Marketplace after such changes shall constitute your acceptance of the Agreement as modified. If you do not agree to abide by this Agreement, you are not authorized to upload your products or services to, or sell through, the MOJO Marketplace and your sole remedy is to cancel your Seller account.

1. Seller Services

• a. Services. The MOJO Marketplace offers a forum in which Sellers can upload their products and services, including without limitation, website themes, graphic designs, templates, HTML elements, CSS files, plugins, and marketing, design, writing, development, video and support services (individually referred to as a "Seller Service" and collectively, the "Seller Services") for sale to End Users. Seller may upload the Seller Services it would like to sell to End Users through the MOJO Marketplace subject to MOJO’s right to accept or reject any such Seller Services in MOJO’s sole discretion.
• b. Pricing. MOJO shall determine the price at which the Seller Service will be offered for sale on the MOJO Marketplace and reserves the right to modify such price at any time in its sole discretion. If Seller disagrees with the price set by MOJO, Seller’s sole remedy is to terminate this Agreement in accordance with Section 3(b).
• c. Support. Seller shall provide basic email-based support for the Seller Service to: (i) assist End Users with basic questions regarding the Seller Service and its use, and (ii) provide End Users with access to any patches, bug fixes or new releases of a product correcting any errors or defects for no additional charge.

2. License Grant

• a. License. Seller hereby grants MOJO and its affiliates and their resellers (collectively, the "Mojo Parties"), a nonexclusive, worldwide, revocable, license to resell the Seller Services (the "License"). In addition to the Seller Services, Seller may be able to upload content, including without limitation, service descriptions and images in connection with the Seller Services (collectively, the "Seller Content"). Seller further grants the MOJO Parties a non-exclusive, royalty-free, worldwide, revocable license to: (i) use, reproduce, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute the Seller Content; and (ii) make archival or back-up copies of the Seller Content in connection with the offer and sale of Seller Services.
• b. Exclusive License. If Seller chooses to offer any Seller Service on an exclusive basis as selected by Seller when uploading such Seller Service to the MOJO Marketplace, Seller hereby grants the License to such Seller Service exclusively to the MOJO Parties and Seller agrees not to make such Seller Service available on any other website or marketplace (the "Exclusive License").
• c. Derivative Works. If Seller grants MOJO an Exclusive License, Seller shall not create any derivative work or product based on or derived from, or confusingly similar to, the Seller Service that Seller uploads to the MOJO Marketplace (a "Derivative Work"). If Seller creates a Derivative Work, the Exclusive License shall also apply to such Derivative Work.
• d. WordPress Themes. Not withstanding the foregoing, if Seller Services include WordPress themes and plugins, the License granted in connection with such themes shall be supplemental to the General Public License of the Free Software Foundation which controls rights to use WordPress themes (the "GPL"). In the event that there is a conflict between the terms of the License granted herein and the GPL, the terms of the GPL shall control. The License applies to any code, including without limitation, the images, JavaScript, HTML elements, and CSS files, and other source code, that is not derivative of the WordPress code covered by the GPL. The License does not include the WordPress code itself.

3. Term and Termination

• a. Term. This Agreement shall be effective as of the date you upload the Seller Service to the MOJO Marketplace and shall continue until terminated by either party in accordance with the terms contained herein.
• b. Termination by Seller. Seller may terminate the License by giving MOJO at least thirty (30) days’ notice by emailing support@mojomarketplace.com.
• c. Termination by MOJO. MOJO may terminate this Agreement and/or remove any or all of the Seller Services from the MOJO Marketplace, in whole or in part, without notice in the event that: (i) Seller violates the terms and conditions of this Agreement; (ii) Seller’s conduct may harm MOJO or others, cause MOJO or others to incur liability, or disrupt MOJO’s business operations (as determined by MOJO in its sole discretion); or (iii) MOJO determines that the Seller Services are no longer appropriate for the MOJO Marketplace.
• d. Effect of Termination. In the event that Seller terminates the License, the MOJO Parties shall cease reselling the Seller Services as soon as practical at MOJO’s discretion. However, following any such termination, Seller shall continue to provide the Seller Services to all End Users who purchased such Seller Services prior to the effective date of the termination unless otherwise mutually agreed by the Parties.
• e. Modification of the MOJO Marketplace MOJO reserves the right to modify, change, or discontinue any aspect of the MOJO Marketplace at any time.

4. Payments

• a. Revenue Share. Seller shall receive a percentage of the revenue that MOJO collects from the sales of the Seller Services net any refunds, cancellations, and chargebacks (the "Revenue Share") as set forth herein. The Revenue Share rate depends on whether Seller grants MOJO an Exclusive License and the volume of Seller’s sales, as set forth on MOJO’s How to Sell page and can be found in the Seller’s FAQS. MOJO reserves the right to modify the Revenue Share rates at any time. Seller can view their current Revenue Share rate in their Seller Account. MOJO further reserves the right to immediately cancel or withhold Seller’s Revenue Share if Seller breaches the terms of this Agreement.
• b. Timing. MOJO shall pay the Revenue Share to Seller on a monthly basis for the revenue collected in connection with the Seller Services purchased by End Users during the preceding month.
• c. Taxes. Seller is required to provide MOJO with accurate tax and payment information that is necessary for MOJO to pay the Revenue Share, including without limitation, a W8/W9 tax form. If Seller fails to provide such information and MOJO is unable to pay the Revenue Share, MOJO may turn the amounts due over to the state of Seller’s residence (as set forth in Seller’s account) in accordance with applicable law.

5. Compliance with Law

Seller shall comply with all applicable laws, including without limitation, all applicable data protection laws, including without limitation, the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (the “GDPR”). To the extent the GDPR applies to Seller, Seller represents and warrants that Seller will clearly describe in writing how Seller plans to use any personal data collected by or transferred to Seller, including in connection with the sale of any Seller Services. Further, as a Controller (as that term is defined in the GDPR) of personal data, Seller shall implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Seller agrees to promptly assist MOJO in complying with any data subject rights request under the GDPR that MOJO may receive from any individuals who purchased Seller Services. Seller also agrees to promptly assist MOJO in complying with any duties to cooperate with supervisory authorities under the GDPR.

6. Seller Warranties and Representations

By uploading Seller Services to the MOJO Marketplace, Seller represents and warrants to MOJO that (i) Seller has all necessary rights to post or distribute the Seller Services and each component thereof, and (ii) Seller’s posting or distribution of such Seller Services does not infringe or violate the rights of any third party.

7. Indemnification

Seller shall indemnify, defend and hold harmless the MOJO Parties and their respective officers, employees and agents (collectively, the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorneys’ fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to (i) the Seller Services, (ii) any breach or violation by Seller of this Agreement; or (iii) any of Seller’s acts or omissions. The terms of this section shall survive any termination of this Agreement.

8. Prohibited Persons (Countries, Regions, Entities, and Individuals)

The Seller Service may be subject to export control and economic sanctions laws and regulations administered or enforced by the United States Department of Commerce, Department of Treasury’s Office of Foreign Assets Control ("OFAC"), Department of State, and other United States authorities (collectively, the "U.S. Trade Laws"). You may not use the Seller Service to export or reexport, or permit the export or reexport, of software or technical data in violation of U.S. Trade Laws. Further, by uploading the Seller Service to the MOJO Marketplace, Seller represents and warrants that Seller is not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions (including Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine); (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person; (c) otherwise a prohibited party under U.S. Trade Laws; or (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license. The obligations under this section shall survive any termination or expiration of this Agreement or your use of the MOJO Marketplace.

9. Disclaimer

THE MOJO MARKETPLACE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE BASIS." THE MOJO PARTIES AND THEIR AFFILIATES, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. SUCH PARTIES FURTHER MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE USE OF THE MOJO MARKETPLACE WILL BE UNINTERRUPTED, ERROR FREE, FREE OF VIRUSES, MALWARE OR OTHER HARMFUL CODE, OR COMPLETELY SECURE; OR (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MOJO MARKETPLACE. NO ADVICE OR INFORMATION GIVEN BY MOJO OR MOJO'S REPRESENTATIVES INCLUDING, WITHOUT LIMITATION, SUPPORT REPRESENTATIVES, SHALL CREATE A WARRANTY. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

10. Limitation of Liability

THE MOJO PARTIES SHALL NOT BE LIABLE FOR NONPERFORMANCE OR DELAY IN PERFORMANCE CAUSED BY ANY REASON, WHETHER WITHIN OR OUTSIDE OF ITS CONTROL. IN NO EVENT WILL MOJO BE LIABLE TO SELLER OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY THAT MAY RESULT FROM UNAUTHORIZED ACCESS TO OR MISUSE OF MOJO’S SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION, SENSITIVE INFORMATION OR OTHER INFORMATION OR DATA STORED THEREIN, OR INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE MOJO MARKETPLACE, INCLUDING FROM AN INTERRUPTION OF SERVICES, EVEN IF MOJO IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE MOJO PARTIES’ LIABILITY TO SELLER OR ANY PARTY CLAIMING THROUGH SELLER FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY MOJO TO SELLER IN THE ONE (1) MONTH PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

11. Governing Law and Arbitration

• a. Governing Law. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon or arising from an alleged tort, shall be governed by the substantive laws of the State of Utah. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
• b. Arbitration. The Parties agree to arbitrate all claims arising in connection with this Agreement as set forth in the Seller Arbitration Agreement. The Seller Arbitration Agreement includes an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. Seller may opt out of the Seller Arbitration Agreement by following the opt out procedure described therein.

12. Miscellaneous

• a. Independent Contractor. MOJO and Seller are independent contractors and nothing contained in this Agreement places MOJO and Seller in the relationship of principal and agent, partners or joint ventures. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
• b. Headings. The headings herein are for convenience only and are not part of this Agreement.
• c. Entire Agreement. This Agreement supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.
• d. Severability. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions (unless otherwise specified) thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
• e. Waiver No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
• f. Assignment; Successors. You may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of MOJO. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. MOJO may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
• g. Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
• h. Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns.

Last Updated: October 20, 2017