Terms that apply to your use of our commerce services

This Seller Agreement (our “Seller Terms”), applies to your use of the commerce services and features we make available to you to display, promote, offer, and market services to users of  Whip Plugger Services(each a “User”).

To the extent you use other Whipplugger Services in connection with your Seller Terms are part of the terms that apply to your use of those Whip Plugger Services, and those other terms continue to apply. To the extent of any conflict between these Seller Terms and any other terms, the Seller Terms shall govern solely with respect to your use of the Whip Plugger Platform.

• Your listings and content

1. You grant us certain permissions to use your listings and content. We may display listings shared by you or on your behalf on the Whip Plugger Products. You grant us a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to host, use, distribute, modify, run, copy, publicly perform, make available, display, translate, and create derivative works of the Vehicle Listings and any other content, data, or information shared by you or on your behalf or accessed by us in connection with the Platform and Its Services, including photos and videos (together with Vehicle Listings, your “Seller Content”), in connection with the Whip Plugger Services. You represent and warrant that you have all necessary rights in Seller Content to grant us the licenses and rights set forth in these Seller Terms.
2. You are responsible for your listings and content. Even if we host and display your Seller Content on Whip Plugger, you are solely responsible for the contents of your Seller Content. You must ensure that all Seller Content is true, accurate and complete at all times, including without limitation the description, price, applicable taxes or fees, shipping information, required legal disclosures and other advertisement, offer or promotional content. You are solely responsible for setting the price of Vehicle Listings that you list. If we provide guidance regarding a suggested price for Listings, such guidance is informational only and the decision to accept or reject such guidance is solely yours.
3. You must ensure that your Vehicle Listing provides Users with the terms, conditions and policies that apply to the transaction for that Listing. You are responsible for displaying, keeping up to date and honoring any sales, returns and/or privacy policies and all other relevant terms or information or disclosures related to your Listings that you want to apply to your interactions with Users or that are otherwise required by law. Any such terms, information, or disclosures do not bind us and must not conflict with these Seller Terms or our other applicable terms and policies.
4. You are responsible for applicable taxes relating to your listings and content. Even if we host and display your Seller Content on Whip Plugger, you are the seller of record and agree to comply with all applicable tax laws and ordinances. Except as otherwise provided in the Payment Terms, you are solely responsible for all determinations, calculations, collections, withholdings, reporting, and remittance of applicable taxes, duties, fees, surcharges and additional charges (“Taxes & Fees”) for sales that result from your use of Whip Plugger Services. You are solely liable for all liabilities, including without limitation, any penalties or interest, taxing jurisdictions may assess as a result of the under remittance or non-remittance of any Taxes & Fees imposed on your products or services. 

• Your products and services

1. You must comply with our terms and all applicable laws when you use Whip Plugger Platform. Your products and services, Seller Content and use of Vehicle Listings must comply at all times with these Seller Terms, our other applicable terms and policies and applicable laws, rules, and regulations. You agree that you are solely responsible for determining that the Whip Plugger Services are suitable for your intended use.
2. Sales of counterfeit or pirated products and sales prohibited by government sanctions are strictly prohibited. Without limiting the generality of the policies set forth above, you are expressly prohibited from displaying, promoting, offering, marketing or selling counterfeit or pirated products or services through the Commerce Features. You may not use the Whip Plugger Services in connection with any activities, individuals or entities that are located in a country or region that is subject to comprehensive U.S. sanctions law or in a manner that would otherwise violate applicable U.S. or non-U.S. trade sanctions laws.
3. You are responsible for providing customer service to Users in connection with your products and services. You are responsible for providing, managing, paying for, and fulfilling any sales, warranty and customer service, returns, refunds or accommodations to Users in connection with your use of a Whip Plugger Services. 
4. Any incentives we provide do not modify these Seller Terms. You agree that we may offer to fund promotions, discounts or other incentives (“Incentives”) to you or directly to Users to encourage engagement with Vehicle Listings or Seller Content, and that our funding of Incentives does not violate any other agreement you have or alter your obligations under these Seller Terms. 
5. You are responsible for ensuring the integrity and safety of your products and services. As between us, you are solely responsible for any defect or non-conformity in any product or service you offer and for complying with any recall or safety alert, or similar direction or notice, with respect to any product or service related to your Vehicle Listings. You agree to promptly remove any Vehicle Listing upon issuance of any recall or safety alert, or similar direction or notice, or claim of infringement of intellectual property rights with respect to products or services relating to your Vehicle Listings. 
6. We may review your Seller Content to ensure the integrity of our services, but this does not change your obligations to us or to Users. These reviews may include automated or other audits of your Seller Content to verify compliance with these Seller Terms and applicable law, but do not mean that we assume any responsibility or liability or otherwise agree to modify your responsibilities and liabilities under these Seller Terms and applicable law.

• Our services

1. We may modify or cease providing our services. We may modify or cease operating any Vehicle Listing, with or without prior notice or liability to you.
2. We provide our Vehicle Listings as a convenience to you. Whip Plugger Services, including but not limited to tools we provide that allow you to view information about past transactions, offer Incentives, or to calculate default shipping rate, tax rate or other data, are provided as a convenience only. You use them at your sole discretion and risk. We are not responsible for any inaccuracies, errors or liabilities that may arise out of their use. Additional terms may apply to their use.
3. You may use third party service providers only as permitted by these terms. As used in these Seller Terms, a “Service Provider” means anyone who directly or indirectly provides services to you or to third parties on your behalf. You may use Service Providers in connection with Whip Plugger Services only if you ensure they comply with these Seller Terms, including your responsibility to protect User Data (as defined below). You are solely responsible for the acts or omissions of your Service Providers, and a failure to comply with these Seller Terms by any of your Service Providers will be deemed a breach by you. In certain circumstances and in order to optimize your use of our Whip Plugger Services, you or your Service Provider may provide us with credentials to act on your behalf with respect to our integration with your Service Provider. We are not responsible for any errors, inaccuracies or liabilities whatsoever in connection with our use of such credentials.
4. We may test improvements that affect your use of our services. From time to time, we test improvements to our audiences and delivery systems, which may impact how your Seller Content is displayed or your use of Whip Plugger Services. Testing is designed to improve the effectiveness of our service, but we are not responsible for impacts to you that may arise from it. 
5. We may use automated means to help optimize your listings and content. These means may include use of allowing us to use automated software and create test credentials to retrieve information from domains, webpages or other URLs you provide. We or any entity acting on our behalf may access, index, cache, analyze, or crawl, including through use of automated software, the domains, webpages or URLs associated with your Seller Content in connection with our Whip Plugger Services, enforcement of our Listing Policies, or both. If you provide URLs or similar content in connection with Seller Content, you grant us and any entity acting on our behalf the right to access, index, cache, analyze or crawl the URLs and the content available through such URLs or any portion thereof, and based on your account settings, pull updates periodically from such URLs to create, augment, or update your Seller Content.
6. We may make ratings and reviews available about you and your listings. We may display ratings and reviews related to you or your Vehicle Listings. We have no responsibility for the content of such ratings and reviews. Except for those ratings and reviews which are part of your Seller Content, you do not own or have any rights in or to such content. You understand we may use automated software to present more useful ratings and reviews to Users. Any ratings or reviews you submit shall comply with our policies and applicable law. Without limiting the foregoing, you may not submit or cause or allow others to submit illegitimate or inauthentic ratings or reviews.
7. Other terms may apply to use of certain Whip Plugger Services. If you send us Contact Information in connection with your use of any Vehicle Listings, the terms of the Whip Plugger Services will apply to our processing of such Contact Information. All other data we receive from you in connection with your use of any Vehicle Listing is governed by these Seller Terms.
8. Our role. While we may provide certain services to enable transactions or to help resolve issues with buyers, we have no control over and do not guarantee the performance or actions of any buyer, including the ability of buyers to pay for products or services you offer or that a buyer will actually complete a transaction.

• Ranking

We use a number of signals to display relevant Product Listings to Users when they browse or search Vehicle Listings.

• Your use of Whip Plugger Users’ data

1. You may only use User data in accordance with these Seller Terms. You may only use any User’s data, content, or other information you receive from Whip Plugger in connection with your use of the Vehicle Listings  (“User Data”) in accordance with (a) our applicable terms and policies, (b) a privacy policy and terms of sale you make available to Users, and (c) applicable laws, rules and regulations. To the extent there is a conflict between or among any of the above, the most restrictive term, policy, law or regulation shall apply. You may not sell or misuse User Data. Without limiting the generality of the foregoing, you may use User Data (i) to support the transactions arising from the User’s use of the Vehicle Listings or (ii) for any purpose for which you have obtained the valid consent of the User or otherwise have a legal basis. You may not engage in direct email marketing to Users unless the User has opted into receiving marketing emails from you.
2. We are both independent controllers of User Data. To the fullest extent permitted by the laws of the European Union and United Kingdom, we are considered separate and independent data controllers of the personal information of Users. As such, we each independently determine the purposes and means of processing User Data and therefore are not responsible for your use of User Data. If we are found to jointly control such User Data and we are held responsible in any way for its use, you agree to indemnify us in accordance with Section 8 below. Where you and a third party jointly determine the purposes and means of specific data processing actions with respect to your Product Listings, you agree that you and such party shall be a joint controller of such User Data. In this case, you and such party are responsible for complying with your obligations under applicable law. 
3. You will cooperate with us to help ensure User privacy. You will promptly notify us in writing when you become aware of a security incident or receive notice of any regulatory or enforcement inquiry regarding privacy or data security in connection with your use of Vehicle Listings or User Data, including any involving your Service Providers, unless you are otherwise instructed by a law enforcement or regulatory agency. You will cooperate with us in investigating and remediating a security incident and in responding to a regulatory inquiry or enforcement.

• Enforcement of our terms

1. We reserve the right to review your use of Vehicle Listings and take any actions we deem necessary or advisable in our discretion to protect us or our Users, which may include remedies up to and including suspension or termination of any or all our services to you.
2. Our failure to enforce any part of our terms or policies is not a waiver of our right to do so at a later date.
3. In connection with our review of your use of Vehicle Listings, we may request information from you. You agree to promptly comply with our requests.

• Indemnification

In addition to and without limiting the scope of the indemnification obligations set out in the terms and policies listed in Section 1 above: 

1. You agree to indemnify and hold us harmless from and against any claims (including but not limited to claims for property damage, bodily injury or death, and to the extent permitted by law, claims based on our negligence), damages, losses and expenses of any kind (including reasonable legal fees and costs) (collectively, “Claims”) arising from or related to your sale of products using our Vehicle Listings, the products you sell using our Vehicle Listings, your acts or omissions with respect to User Data or any breach or alleged breach of these Seller Terms.
2. You agree to indemnify and hold us harmless from all Claims related to Taxes & Fees, including any penalties and interest (“Tax Liabilities”) that may result from your use of Vehicle Listings. You agree that (a) we have no liability to you or any taxing jurisdiction for any Tax Liabilities; (b) you are solely responsible and liable for payment of Tax Liabilities; and (c) you shall not seek reimbursement from us for Tax Liabilities. 

• Other terms and conditions

1. These Seller Terms do not create any partnership, joint venture, franchise, sales representative or agency relationship between you and Whip Plugger LLC or an exclusive relationship between us.
2. We may change or update these Seller Terms at any time in our sole discretion. If we make changes or updates, we will provide you with notice such as by email or by posting the amended Seller Terms here and updating the “Last Updated” date. All amended Seller Terms will become effective immediately on the date posted unless we state otherwise, and will apply prospectively after such changes and updates become effective. Your continued use of the Whip Plugger Platform constitutes acceptance of those changes and updates. 
3. We may translate these Seller Terms into languages other than English for your convenience, but to the extent there are any inconsistencies or conflict between those translations and the English version, the English version will control to the fullest extent permitted under applicable law. 
4. If any portion of these Seller Terms are found to be unenforceable, then (except as otherwise provided) that portion will be severed and the remaining portion will remain in full force and effect.
5. You may terminate these Seller Terms at any time by providing us with at least 30 days prior written notice.