eMerchantClub Membership Rules
Please carefully read these Standard Membership Rules for eMerchantClub, LLC, which apply to all eMerchantClub members, and to all Internet websites and other services provided by eMerchantClub. If you do not wish to comply with these Rules, you should immediately cancel your membership, website and all other services in accordance with Section 4 below.
All fees paid are nonrefundable. You are responsible for all charges incurred until you terminate your membership or the website or service for which you are being charged. You may update your website with new product photographs, descriptions and suggested retail prices from eMerchantClub’s affiliate Smart Living Company® (Smart Living Company) at any time as long as your eCommerce website is active, in accordance with the Smart Living Company® Standard Membership Rules , which are incorporated herein by reference. Fees will be automatically charged (credit card) or debited (EFT) to the account you have provided to us, unless you specify otherwise by calling eMerchantClub toll free at 877-384-4691. If any automatic charge fails to process, we may have your SLC account debited for the amount. We may collect any outstanding balances, applicable fees and service charges at any time. We reserve the right to change prices and institute new fees at any time upon 30 days prior notice, which may be given by updating these Rules on www.emerchantclub.com.
Annual Software Update Fees
There is an annual software update fee for Websites, Facebook Business Pages and Gift Card Redemption Websites. The annual fee for Websites, which is currently discounted to $199, covers software updates for one year and will be charged automatically on June 30th each year. If the software update is not paid for in full by June 30th, the price increases to $259 if paid for between July 1st through July 31st. On or after August 1st, the update costs the Standard charge of $299. The annual fee for Gift Card Redemption Websites, which is currently $99, covers software updates and eCatalog updates for one year and will be charged automatically on the second (2nd) business day of your anniversary month. The annual fee for Facebook Business Pages, which is currently $99, covers updated products, eCatalog and video updates for one year and will be charged automatically on Sept 30th each year, and if paid after October 16th the charge is $129. Promotional and Big Value Book Websites do not incur a yearly software update fee.
Monthly Hosting Fees
Monthly website hosting fees are currently $29.95 for all websites. All recurring hosting fees will be automatically charged on or near the second (2nd) business day of each month thereafter and begin once the site is released to you. For any account declined, eMerchantClub has the right to make multiple attempts throughout the month to claim hosting and the right to attempt to collect from all accounts on file. A $10-per-month late fee will be applied to accounts that are paid after the 16th of the month. If your payment account information changes, you must notify eMerchantClub and update the account on file by calling 1-888-919-7627. In the event hosting fees are not paid, your account will be forwarded to third-party collections and you will be responsible for all collection charges.
PLEASE NOTE: IN ORDER TO PROCESS CREDIT CARDS OVER THE INTERNET THROUGH YOUR WEBSITE, YOU MAY NEED A PAYPAL ACCOUNT OR MERCHANT ACCOUNT AND GATEWAY, WHICH MAY REQUIRE SEPARATE FEES. THESE SERVICES MAY BE PROVIDED THROUGH OUTSIDE VENDORS UNRELATED TO EMERCHANTCLUB. FOR MORE INFORMATION REGARDING THE PURCHASE OF A MERCHANT ACCOUNT OR GATEWAY, PLEASE CALL TOLL-FREE 888-919-7627.
You may cancel your website or any other eMerchantClub service any time following this two-step process. First, notify eMerchantClub by E-mail of your intent to cancel at firstname.lastname@example.org, and then by verifying your account information by contacting us by phone at 888-839-8761 and stating your intent to cancel. For account security, both processes must take place in order to cancel the account. Both steps must be completed 72 business hours before the 2nd of the month in order to avoid that month’s hosting charge. Any outstanding owed hosting, payment installments or upgrade charges immediately become due and will be charged to the account on file at time of cancellation. Any unpaid balances will be charged to the account on file until the balance owed is paid in full. Any incoming E-mail sent to cancelled or terminated accounts will not be bounced back or forwarded to another account. Everything regarding the website that is stored on our servers may be deleted. Cancellation will not entitle you to a refund or relieve you of your obligation to pay the remaining balance of your account. However, if you cancel within 30 days of purchasing an eMerchantClub website, we may apply the purchase price in the form of a merchandise credit to your SLC account; this does not apply to trial, promotional or Big Value websites. If you decide to cancel your eMerchantClub website but wish to keep your domain name, eMerchantClub will release your domain name to you with a $99 processing fee as long as your account is current. If your account is past due, you will be required to pay the outstanding amount along with the $99 processing fee in order to claim the domain name.
You are responsible for all charges incurred, including your initial fee, monthly hosting fees, your annual software update fee, and payment for any other services you order from eMerchantClub. If you fail to pay for any purchases or fees from eMerchantClub, or if your account is delinquent, your membership and website may be suspended or terminated. Suspended or terminated websites are not supported by eMerchantClub. If your account is suspended you may reactivate your account within six (6) months of deactivation by paying a reactivation fee, which is currently $99.
eMerchantClub may immediately terminate your membership and website if you breach any provision of these Rules, engage in any prohibited activities or aid and abet anyone listed in a Fraud Alert, or if you fail to pay any fees or charges when due. eMerchantClub also reserves the right to terminate any membership and website upon refund of the most recent annual software update fee. If your membership is terminated for any reason other than non-payment, you may not rejoin eMerchantClub, either directly or through another person. The provisions of these Rules will survive suspension, cancellation or termination.
7. Website Usage
eMerchantClub does not warrant that the website will be uninterrupted or error-free, or that any information, software, or other material is free of viruses, or other harmful components. You are solely responsible for selection and use of an Internet service provider, and eMerchantClub is not responsible for any access charges, connect charges, long-distance, toll, or other telecommunications charges incurred by you. eMerchantClub has no obligation to monitor the website but may do so, and may use or disclose information regarding your use of the website for any reason. eMerchantClub may remove or refuse to post any information or materials in its sole discretion.
8. Domain Names
When you purchase an eMerchantClub website, eMerchantClub registers your chosen domain name and continually pays the yearly domain name renewal fee at no cost to you as long as your account remains in good standing and your hosting fees are paid up to date. If at any time your domain name renewal comes up and your account and/or hosting fees are not paid current, your domain name will not be renewed by eMerchantClub and you will be responsible for all fees that are incurred to repurchase the domain, if repurchasing is a possibility. If you already own a domain name, eMerchantClub can point your current domain name to our servers, but all costs and fees for the domain name will remain your responsibility.
Throughout the course of your membership, eMerchantClub may contact you for administrative and promotional reasons by mail, E-mail and telephone, including pre-recorded messages. You may be able to opt out of some of these communication channels by calling eMerchantClub at 1-877-384-4691, or in the case of email by using the “Opt Out” or “Unsubscribe” function provided with each mailing.
10. Prohibited Activities
You may not directly or indirectly (a) use the names eMerchantClub, eMC, Smart Living Company or SLC in the conduct of your business, (b) infringe on any eMerchantClub, Smart Living Company ® or SLC ® trademarks, trade names or copyrights, (c) contact or solicit other eMerchantClub or SLC members, (d) use your eMerchantClub membership or website in any manner or for any purpose other than selling consumer merchandise, (e) engage in any unlawful, unfair or deceptive business practice, (f) fail to conduct your business in an honest and ethical manner, (g) engage in any abusive, tortious or unprofessional language or conduct, (h) violate any applicable law or regulation, (i) compete against eMerchantClub, SLC or its affiliates, (j) do anything to harm eMerchantClub, its affiliates or other members, or degrade eMerchantClub’s goodwill or reputation, (k) use the website or permit others to use the website in any way that violates any law or regulation or subjects eMerchantClub to liability, including but not limited to publishing, posting, distributing, or disseminating any defamatory, obscene, libelous, slanderous or other unlawful material or information, (l) fail to comply with all eMerchantClub security procedures and standards, or (m) do business with any person who does any of the foregoing or is listed in a Fraud Alert.
You are solely responsible for all aspects of operating your business and website. You agree to comply with all applicable federal, state and local laws, ordinances and regulations in connection with the operation of your business and website, and your sale and marketing of products to your customers. You agree to comply with any manufacturer’s restrictions on the advertising or sale of their products. You agree to indemnify and defend eMerchantClub and its affiliates from any claims or demands in connection with your negligence, misconduct or violation of any laws.
You are solely responsible for calculating, collecting, withholding, reporting and paying any and all applicable taxes, duties and levies, including without limitation states and local sales and use taxes, and federal and state income taxes from the sale of merchandise to your customers.
13. Trademarks and Copyrights
You may not use the names eMerchantClub, Smart Living Company® or SLC®, the eMerchantClub or SLC® logo, or any other trademarks or trade names of eMerchantClub or its affiliates, or any similar names, in any manner. You may not use the name or likeness of any eMerchantClub or SLC spokesperson, employee or other member. The website and all text, graphics, software and programming code in connection with the website are copyrighted by eMerchantClub, constitute its confidential and proprietary information, and embody trade secrets and intellectual property protected under copyright and other laws. All right, title, and interest in and to the website and other eMerchantClub services, including all associated intellectual property rights, are and shall remain with eMerchantClub. You agree not to translate, decompile, reverse engineer, disassemble, reproduce, rent, lease, lend, distribute, remarket, sell, or otherwise dispose of the website or any part thereof. The electronic product descriptions, photographs, text and graphics on the website are copyrighted by SLC and eMerchantClub. You may not copy or link to www.emerchantclub.com www.smartlivingcompany.com, or any other website of eMerchantClub or its affiliates. You may not copy or use any copyrighted text, graphics, software, CD-ROM or online content of eMerchantClub or its affiliates. You may only use the website designed for you by eMerchantClub to sell consumer merchandise to your customers, and not in any other manner or for any other purpose. You may not delegate or authorize any other person do so, whether on your behalf or otherwise.
14. Warranty Exclusion
EMERCHANTCLUB IS NOT LIABLE FOR ANY LOSSES, COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM YOUR MEMBERSHIP, THE WEBSITES OR SERVICES EMERCHANTCLUB PROVIDES. NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS GIVEN OR ASSUMED BY EMERCHANTCLUB OR ITS AFFILIATES, AND ALL SUCH WARRANTIES, REPRESENTATIONS AND TERMS ARE HEREBY DISCLAIMED AND EXPRESSLY EXCLUDED. NO ADVICE OR INFORMATION GIVEN BY EMERCHANTCLUB OR ANY REPRESENTATIVES WILL CREATE ANY WARRANTY.
15. Damage Limitation
THE CUMULATIVE LIABILITY OF EMERCHANTCLUB AND ITS AFFILIATES FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR MEMBERSHIP, WEBSITE OR ANY EMERCHANTCLUB SERVICES WILL NOT EXCEED THE TOTAL AMOUNT OF THE FEES YOU HAVE PAID TO EMERCHANTCLUB WITHIN THE PRIOR TWELVE MONTHS. EMERCHANTCLUB AND ITS AFFILIATES WILL IN NO EVENT BE LIABLE FOR ANY PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
16. Notice of Claims
You will promptly notify eMerchantClub in writing if any third party makes any claim of infringement of any copyright, trademark or patent. If in eMerchantClub’s judgment the use of any eMerchantClub website or other service may be found to infringe the rights of a third party, eMerchantClub may cancel or modify the website or service.
17. No Agency
You agree and acknowledge that you and eMerchantClub have an independent business relationship. Nothing about your membership, the operation of any website, or provided for in these Rules will be deemed to create a partnership, franchise, joint venture or agency, and neither party is the other’s partner, franchisee, employee, agent or representative. You will not state, imply or hold yourself out to anyone as being associated, affiliated with or endorsed by eMerchantClub or its affiliates, and have no right to obligate or bind eMerchantClub in any manner whatsoever.
18. Third Parties
These Rules are intended and agreed to be solely for the benefit of you and eMerchantClub and its affiliates, and no other party will accrue any benefit, claim or right of any kind whatsoever hereunder.
Any controversy, dispute, claim or action of any nature whatsoever arising out of, in connection with, or relating to your eMerchantClub membership, website or these Rules, or involving you and eMerchantClub or its affiliates, including any issues of arbitrability and the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration in Santa Monica, California, before a retired judge at JAMS in accordance with its rules. Any such controversy, dispute, claim or action must be brought in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. If you are not a resident of the United States, the UNCITRAL Arbitration Rules will apply and JAMS will be the appointing authority. Judgment on any interim or final award may be entered in any court having jurisdiction. The prevailing party shall be awarded all costs and expenses, including without limitation all arbitration, expert witness and attorneys fees, costs and expenses. You may opt out of this arbitration clause of this agreement by notifying eMerchantClub in writing within thirty days of your first becoming a member.
20. California Law
Your membership is deemed to be entered into and performed in Los Angeles, California. These Rules will be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law provisions. You consent to exclusive personal jurisdiction and venue in Los Angeles County, California, and agree that it will be the sole forum and venue for any and all disputes involving eMerchantClub.
If one or more provisions of these Rules will be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be construed as a waiver. Your membership, your website, these Rules, nor any of your rights or obligations thereunder may be assigned, transferred or delegated to any third party without eMerchantClub’s prior written consent.
The Rules may be revised or amended by eMerchantClub at any time in its sole discretion, by posting the revised Rules at www.emerchantclub.com, and the amended Rules will become effective 30 days after posting. No eMerchantClub technical support representative or other employee may modify or waive any of these Rules, except in writing signed by the President of eMerchantClub.
23. Entire Agreement
Under California Civil Code section 1789.3, you may be entitled to the following specific consumer rights information: the Complaint Assistance Unit of the Division of Consumer Websites of the Department of Consumer Affairs of the State of California may be contacted in writing at 400 “R” Street, Suite 1080, Sacramento, CA 95814, or by telephone at (916) 445-1254.