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Terms of Service

Terms of Service

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE WWW.MERCHANDIZELIQUIDATORS.COM WEBSITE OR RELATED SERVICES.

Welcome to the Merchandize Liquidators Site and Services (“MerchandizeLiquidators.com”) owned and operated by EAM Holdings, LLC DBA as Merchandize Liquidators (hereto referred to as,“Merchandize Liquidators”,"we," "us," or "ML")).

1. Description of the MERCHANDIZELIQUIDATORS.com Service

MerchandizeLiquidators.com provides with an online resource for browsing, purchasing, and reselling liquidated, overstock, open box & refurbished inventory at a discount. You must provide (1) all equipment necessary for your own Internet connection, including computer and connectivity and (2) provide for your access to the Internet, and (3) pay any fees related with such connection.

Please read these Terms of Service before accessing this web site. This is a legally binding agreement between you and us. If you choose to purchase products from the MerchandizeLiquidators.com website, you must also abide by the Master Purchase Agreement/US Client Web Purchases that you will be asked to sign.

These Terms of Service set forth the standards of use of MerchandizeLiquidators.com. By using the MerchandizeLiquidators.com web site you agree to these terms and conditions. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of MerchandizeLiquidators.com.

In addition to these Terms of Service and the Master Purchase Agreement (if you choose to purchase products), your use of MerchandizeLiquidators.com is also governed by our Privacy Notice at http://www.merchandizeliquidators.com/privacy.htm. You agree to ML’s collection, use and sharing of your information as set forth in the Privacy Notice, which may be amended by us from time to time in our discretion. When using MerchandizeLiquidators.com, you will be subject to any posted terms or guidelines applicable to such services, and any other terms or conditions applicable to services provided by or in conjunction with any MerchandizeLiquidators.com content and service partners. The Privacy Notice and any posted terms or guidelines are hereby incorporated by reference into these Terms of Service.

If you do not understand and agree to these Terms of Service, please do not use MerchandizeLiquidators.com, and do not register to be a user or create an account on MerchandizeLiquidators.com. If you have any questions or concerns regarding these Terms of Service, please let us know by contacting us at marketplace@merchandizeliquidators.com or at 1-800-218-9596.. Do not use MerchandizeLiquidators.com until these questions and concerns have been answered to your satisfaction and you agree to abide by the terms and conditions of these Terms of Service.

By visiting MerchandizeLiquidators.com and/or by completing the registration process and creating an account for MerchandizeLiquidators.com, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by these terms and conditions. MerchandizeLiquidators.com IS AVAILABLE ONLY TO USERS 18 YEARS OF AGE OR OLDER.

2. Modifications to these Terms of Service

We reserve the right, at any time, to modify, alter, or update the terms and conditions of these Terms of Service without prior notice. Modifications shall become effective immediately upon being posted at MerchandizeLiquidators.com. Your continued use of MerchandizeLiquidators.com after amendments are posted constitutes an acknowledgement and acceptance of these Terms of Service and any modifications.

If you do not agree to the revised terms and conditions, your sole recourse is to immediately stop all use of MerchandizeLiquidators.com. Your continued use of MerchandizeLiquidators.com following the posting of modifications will constitute your acceptance of the revised terms and conditions. Should you have any questions regarding the use of MerchandizeLiquidators.com, please contact marketplace@merchandizeliquidators.com or at 1-800-218-9596.

3. Use of the MERCHANDIZELIQUIDATORS.com Services

Use of MerchandizeLiquidators.com is void where prohibited. By accessing or otherwise using MerchandizeLiquidators.com, you are acknowledging and agreeing, and representing and warranting that (i) you have read, understand, and agree to be legally bound and to abide by these Terms of Service, just as if you had signed a written agreement; (ii) you have the right, authority and capacity to enter into this agreement and to abide by all the terms and conditions of these Terms of Service; and (iii) if you are acting on the behalf of any person or entity, you are authorized to act on behalf of such party.

Neither MerchandizeLiquidators.com nor its parent Merchandize Liquidators. assumes responsibility for filtering or monitoring the content viewed by its members. We reserve the right, at any time, to: (a) modify or discontinue some or all of MerchandizeLiquidators.com, including, but not limited to (i) restricting the time MerchandizeLiquidators.com is available, (ii) restricting the amount of use of MerchandizeLiquidators.com permitted, and (iii) restricting or terminating any user's right to use MerchandizeLiquidators.com, with or without notice; (b) charge fees in connection with the use of all or part of MerchandizeLiquidators.com; (c) modify and/or waive any fees charged in connection with MerchandizeLiquidators.com; and/or (d) offer opportunities to some or all users of MerchandizeLiquidators.com. You agree that neither we nor any of our affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of MerchandizeLiquidators.com, in whole or in part, or of any service, content or feature offered through MerchandizeLiquidators.com. Your continued use of MerchandizeLiquidators.com following the posting of changes to these Terms of Service will constitute your acceptance of such changes.

Subject to the above, the terms and conditions set forth herein, and any applicable third party restrictions, ML grants you a revocable, non-transferable, non-exclusive and non-sub-licensable limited right and license to view, use and access MerchandizeLiquidators.com to (a) incidentally view, print and download the images, text, graphics, photographs, audio, video and other content to the extent made available by ML for such purposes on MerchandizeLiquidators.com, solely for your informational purposes and for your immediate and private use; (b) make purchases of goods and services through links found on or through MerchandizeLiquidators.com once you have agreed to the terms and conditions, and have signed the Master Purchase Agreement; and (c) resell those goods and services at your own expense provided that you accept all risks associated with such resales. At all times you must retain all ML, MerchandizeLiquidators.com or third-party copyright and proprietary notices contained in the original materials or any copies thereof. All rights to ownership or use not expressly stated herein are reserved by ML. ML disclaims any and all implied licenses.

4. Registration

In order to use certain services on MerchandizeLiquidators.com, you must create an account, which makes you a registered user of MerchandizeLiquidators.com. You agree that MerchandizeLiquidators.com user names may be refused, changed, removed or replaced by us for reasons including, but not limited to, using a user name to impersonate another person, if a user name is offensive or violates third party intellectual property, etc.

If you elect to register to utilize MerchandizeLiquidators.com and/or participate in any MerchandizeLiquidators.com promotions, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the MerchandizeLiquidators.com account registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it accurate. If you provide any information that is untrue, inaccurate, or incomplete, or ML has reasonable grounds to suspect that such is the case, ML has the right to suspend or terminate your account (including any payments or pending orders) and refuse any and all current or future use of MerchandizeLiquidators.com (or any portion thereof).

In addition to any other Registration Data, to register on MerchandizeLiquidators.com you will be required to choose a password. You are solely responsible for maintaining the confidentiality of any password you may use to access MerchandizeLiquidators.com, and agree not to transfer your user name or password, or lend or otherwise transfer your use of or access to MerchandizeLiquidators.com, to any third party. You are fully responsible for all activity that occurs in connection with your user name or password. You agree to immediately notify us of any unauthorized use of your user name or password or any other breach of security related to your account or MerchandizeLiquidators.com, and to ensure that you "log off"/exit from your account (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

In addition to any other rights or remedies available to it, ML reserves the right to immediately suspend, terminate, access and investigate the user account of any user upon receipt of a subpoena or law enforcement request, or when ML believes, in its sole discretion, that a user is transmitting or is otherwise connected with the distribution of unsolicited bulk email messages (SPAM), or with any fraudulent, misleading, illegal or otherwise objectionable activities. Because of the difficulty associated with quantifying damages, if actual damages cannot be reasonably calculated then you agree to pay ML liquidated damages of $5 for each piece of unsolicited bulk email connected with your account that references Merchandize Liquidators, MerchandizeLiquidators.com, EAM Holdings, LLC., or any goods and services offered on by ML or its licensees or licensors on MerchandizeLiquidators.com, or the maximum liquidated damages permitted under law, whichever is greater.

You agree that ML, in its sole and absolute discretion, may terminate your password, account (or any part thereof) or use of MerchandizeLiquidators.com, for any reason, including, without limitation, if ML believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. ML may also in its sole discretion and at any time discontinue providing MerchandizeLiquidators.com, or any part thereof, with or without notice. You agree that any termination of your access to MerchandizeLiquidators.com under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or to MerchandizeLiquidators.com. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to MerchandizeLiquidators.com.

The provisions of these Terms of Service pertaining to disclaimers, exclusion of damages, limitations of liability and indemnification shall survive any termination of the Terms of Service, Privacy Notice, or use of MerchandizeLiquidators.com.

5. User Conduct and Acceptable Use Notice

Unauthorized use of MerchandizeLiquidators.com is expressly prohibited. You may not use MerchandizeLiquidators.com in any way that violates applicable federal, state, or international law, or for any unlawful purpose.

Additionally, ML reserves the right, without limitation, to terminate your access to and use of MerchandizeLiquidators.com if, in our view, your conduct fails to meet any of the following guidelines for User conduct. Please note that this list of guidelines is not inclusive, and ML may suspend or terminate your access for any or no reason, in its sole discretion:

         o You may not misrepresent your identity or impersonate any person.

         o You may not attempt to gain access to any account, computers or networks related to MerchandizeLiquidators.com without authorization.

         o You may not attempt to obtain any data through any means from MerchandizeLiquidators.com, except if we intend to provide or make it available to you.

         o You may not attempt to charge others to use MerchandizeLiquidators.com either directly or indirectly.

         o You may not use MerchandizeLiquidators.com to harvest or otherwise collect information about others, including e-mail addresses.

         o You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by ML in connection with MerchandizeLiquidators.com

         o You may not use MerchandizeLiquidators.com in a manner that results in excessive bandwidth usage, as determined by a representative of ML. Use of MerchandizeLiquidators.com as well as use of MerchandizeLiquidators.com on any desktop or portable application will be applied toward such bandwidth usage.

All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of ML. ML reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit ML’s response to a future complaint.

6. Limitation of Liability

THE MERCHANDIZELIQUIDATORS.COM SITE, SERVICES AND CONTENT ARE PROVIDED "AS IS" AND MLEXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF, THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT MERCHANDIZELIQUIDATORS.COM NOR ML, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE.

IN NO EVENT WILL ML BE LIABLE TO YOU OR YOUR END USERS OR CUSTOMERS FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR AMOUNTS FOR LOSS OF INCOME, PROFITS OR SAVINGS, REGARDLESS OF THE NATURE OF THE CLAIM, EVEN IF ML HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ML’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, EQUITY OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU FOR THE PARTICULAR LINE ITEM OF THE ORDER GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. IN NO EVENT WILL ML BE LIABLE FOR ANY ERROR IN A PALLET LISTING. THIS LIMITATION OF LIABILITY SHALL SURVIVE EACH PURCHASE TRANSACTION AND ANY TERMINATION OF THIS AGREEMENT.

Except as specifically stated in this Notice, or elsewhere on MerchandizeLiquidators.com, or as otherwise required by applicable law, neither MLnor its directors, employees, content providers, affiliates or other representatives will be liable for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental or punitive damages) arising out of your use of, your inability to use or the performance of MerchandizeLiquidators.com or the content whether or not we have been advised of the possibility of such damages.

In the event that, notwithstanding the foregoing disclaimers, limitations and indemnification, ML is found responsible to any user for any reason whatsoever, ML’s responsibility shall be limited to $50.00 or actual damages, whichever is less, and shall not include punitive damages or consequential or resulting damages of any nature.

7. Indemnification

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND ACCOUNT. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR UNDER YOUR ACCOUNT.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EAM HOLDINGS, LLC (“EAM”), ITS PARENTS, AFFILIATES AND SUBSIDIARY COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATED ENTITIES, CONSULTANTS, REPRESENTATIVES, AGENTS AND THIRD-PARTY PROVIDERS, TO, FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES) ARISING FROM YOUR USE OF THE MERCHANDIZELIQUIDATORS.COM SITE, PRODUCTS OR SERVICES, AND/OR RESALE OF ANY PRODUCTS OR SERVICES THEREFROM. YOUR VIOLATION OF THESE TERMS OF SERVICE OR YOUR INFRINGEMENT, OR INFRINGEMENT BY ANY OTHER USER OF YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. YOU AGREE TO IMMEDIATELY NOTIFY EAM OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU.

8. Modifications and Interruption to Service

ML and its service providers utilize diligent efforts to maintain MerchandizeLiquidators.com, but neither ML nor its service providers are responsible for any defects or failures associated with MerchandizeLiquidators.com, including any services provided therewith, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.

ML reserves the right to modify or discontinue the Service with or without notice to you. ML shall not be liable to you or any third party should we exercise our right to modify or discontinue MerchandizeLiquidators.com or any part thereof. You acknowledge and accept that ML does not guarantee continuous, uninterrupted or secure access to our web site and operation of our web site may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

9. Third-Party Sites

MerchandizeLiquidators.com and certain content may contain advertisements for or links to other Internet sites or resources. MerchandizeLiquidators.com may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We may also provide some content to you as part of MerchandizeLiquidators.com. We encourage you to review said privacy policies of third-parties’ sites. Should you have any problems resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.

10. Governing Jurisdiction of the Courts

The laws of the State of Florida will govern these Terms of Service, without giving effect to any choice of law rules. We make no representation that MerchandizeLiquidators.com is appropriate, legal or available for use in other locations. Accordingly, you irrevocably submit to the jurisdiction of the courts located in the State of Florida for all disputes. You and EAM Holdings, LLC, to the fullest extent permitted by law, waive all right to trial by jury in any action, proceeding or counterclaim relating to these Terms of Service. The application of the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Computer Information Transactions Act (UCITA) or any statute modeled after either of the above is expressly excluded. The provisions of this paragraph shall survive, even if you cease your use of MerchandizeLiquidators.com.

11. Compliance with Laws

You assume all knowledge of applicable law and are responsible for compliance with any such laws. You may not use MerchandizeLiquidators.com in any way that violates applicable state, federal, or international laws, regulations or other government requirements, specifically including any regulations regarding exporting items outside the United States.

12. Copyright and Trademark Information

All Services included or available on MerchandizeLiquidators.com, including site design, text, graphics, interfaces, and the selection and arrangements thereof is owned or licensed by Merchandize Liquidators with all rights reserved, or is the property of third parties protected by intellectual property rights. Any use of materials on the web site, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of ML is strictly prohibited. You agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of ML.

13. Intellectual Property Rights and Notices

Except for the licenses granted herein, you have no right, title or interest in or to MerchandizeLiquidators.com. You agree that ML or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to MerchandizeLiquidators.com.

MerchandizeLiquidators.com, and any associated logos, site graphics, look and feel, etc. are either trademarks, service marks or registered trademarks of Merchandize Liquidators or its licensors, and may not be copied, imitated, or used, in whole or in part, without ML’s prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.

ML may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in its Site(s) that are part of MerchandizeLiquidators.com. Unless we have granted you licenses to our intellectual property, our providing you with MerchandizeLiquidators.com does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

14. Notices and Procedure for Making Claims of Copyright Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, please contact marketplace@merchandizeliquidators.com and provide the written information specified below:

         1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

         2. A description of the copyrighted work that you claim has been infringed upon;

         3. A description of where the material that you claim is infringing is located on the Site;

         4. Your address, telephone number, and e-mail address;

         5. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

         6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, ML designates as its agent for receipt of notifications of claimed copyright infringement, marketplace@merchandizeliquidators.com.

Other Terms

If any provision of these Terms of Service shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that these Terms of Service and any other agreements referenced herein may be assigned by ML in our sole discretion, to a third party in the event of a merger or acquisition. These Terms of Service shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a user. You agree that by accepting these Terms of Service, you are consenting to the use and disclosure of your personally identifiable information and other practices described in our Privacy Notice.

Privacy

ML has established a Privacy Notice to explain to you how your information is collected and used, which you can read at http://www.merchandizeliquidators.com/privacy.htm. Your use of MerchandizeLiquidators.com signifies acknowledgment of and agreement to the MerchandizeLiquidators.com Privacy Notice. You further acknowledge and agree that ML may disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, to enforce these terms and conditions, or, in its sole discretion, to protect the rights, property, or personal safety of ML, its employees, users and third parties, and the public, or as otherwise described in the Privacy Notice.

Electronic Delivery/Notice and Your Consent

By using MerchandizeLiquidators.com, you consent to receive from ML all communications including notices, agreements, legally required disclosures or other information in connection with MerchandizeLiquidators.com (collectively, "Contract Notices") electronically. ML may provide such electronic Contract Notices by posting them on MerchandizeLiquidators.com.

No failure or delay by ML in exercising any right or privilege under these Terms of Service will operate as a waiver thereof, nor will any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under these Terms of Service. If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

Entire Agreement – Use of MERCHANDIZELIQUIDATORS.com

These Terms of Service and the MerchandizeLiquidators.com Privacy Notice sets forth the entire agreement and understanding between ML and you with respect to the use of MerchandizeLiquidators.com, and, supersedes and merges any and all prior oral or contemporaneous agreements, discussions and understandings between the parties, and neither of the parties will be bound by any conditions, inducements or representations other than as expressly provided. Product purchases are governed by these Terms of Service, the MerchandizeLiquidators.com Privacy Notice, and the MerchandizeLiquidators.com Master Purchase Agreement, which must be signed by you prior to making purchases.