Terms and Conditions

Last Revised: April 15, 2022

The following terms and conditions (the “Terms of Use”) constitute a binding agreement between you and Cartzy, LLC (“Cartzy,” “we,” or “us”) with respect to your use of all Cartzy-owned websites and domains including www.cartzy.com (collectively, the “Site”), and the services available on the Site (collectively, the “Services”), including any Content (as defined in Section 2 below). By accessing or using the SERVICES in any manner (whether automated or otherwise), you (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS OF USE AND OUR PRIVACY POLICY  WHICH IS INCORPORATED HEREIN BY REFERENCE, and (B) affirm that you are at least 18 years of age (or have reached the age of majority in the jurisdiction where you reside). IF YOU DO NOT AGREE TO THESE TERMS OF USE OR OUR PRIVACY POLICY, DO NOT USE THE SERVICES.

THESE TERMS OF USE INCLUDE A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. THESE TERMS OF USE ALSO INCLUDE A JURY TRIAL WAIVER.

1. Changes to Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. The date these Terms of Use were last updated is set forth at the top of this page. All changes are effective immediately after posting and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes.
2. Scope of and Restrictions on Use. Subject to these Terms of Use, Cartzy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for legitimate internal business purposes, including any graphics, text, instructions, images, audio files and/or other sounds, videos, and other materials you may view on, access through, or are otherwise related to the Services (collectively, the “Content”). Except as otherwise provided in these Terms of Use, the Content may not be copied, downloaded, or stored in a retrieval system for any other purpose, nor may it be redistributed, reused, or modified for any purpose, without the express written permission of Cartzy. You agree not to:

• collect information from the Services using an automated software tool or manually on a mass basis;
• use automated means to access the Services, or gain unauthorized access to the Services or to any account or computer system connected to the Services;
• obtain, or attempt to obtain, access to areas of the Site or our systems that are not intended for access by you;
• “flood” the Services with requests or otherwise overburden, disrupt, or harm the Services or our systems;
• restrict or inhibit other users from accessing or using the Services;
• modify or delete any copyright, trademark, or other proprietary rights notices that appear on the Site or in the Content;
• access or use the Services or Content for any unlawful purpose or otherwise beyond the scope of the rights granted herein.

3. Store Restrictions. If you access the Services to open a Cartzy-powered store through which you sell goods and services to customers (a “Store”), you agree to provide public-facing contact information, a refund policy and order fulfilment timelines on your Store. You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through your Store is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your Store, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Use. You represent and warrant that your Store and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.
4. Ownership. As between you and Cartzy, the Services (including the Content) are owned by Cartzy and are protected under copyright, trademark, and other applicable United States and international laws and treaties. Without limiting the foregoing, the trademarks, service marks, and logos displayed on the Site are registered and unregistered marks.You acknowledge and agree that, as between you and Cartzy, Cartzy is and shall remain the sole owner of the Services and the Content, including, without limitation, all patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights therein and thereto.
5. Account Registration and Security. Access to and use of certain Services requires you to register for an account. You agree to provide true, accurate, current, and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your account, regardless of who conducts those activities. You may not share your account with anyone or allow anyone else to access or use your account. You are responsible for maintaining the confidentiality of your account information, including your username and password. You agree to immediately notify Cartzy of any unauthorized use of your account, or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your username or password.
6. User Content.

• User Content and Restrictions. The Services may enable users to submit, upload, post, share, display, or transmit (hereinafter, “post”) ideas, information, materials, and other content (collectively, “User Content”). You may not post any User Content that:
• is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy rights or right of publicity, or otherwise objectionable;
• constitutes or promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• exploits or abuses children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner;
• contains any material that could give rise to any civil or criminal liability under any applicable laws, rules, or regulations or that otherwise may be in conflict with these Terms of Use;
• contains personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, confidential national ID numbers, or protected health information subject to the Health Insurance Portability and Accountability Act or any applicable health privacy regulation or any other applicable law governing the processing, use, or disclosure of protected health information.
• infringes upon, misappropriates, or otherwise violates any intellectual property rights or other rights of a third party;
• encourages criminal conduct;
• contains false, misleading, fraudulent, or deceptive claims or content;
• gives the impression that it emanates from or is endorsed by Cartzy or any other person or entity, if this is not the case; or
• contains any virus, malware, spyware, or other harmful content or code.
• Rights You Grant to Us. You hereby grant to Cartzy an irrevocable, perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on or through the Services for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any and all claims that you may have now or may hereafter have in any jurisdiction to so-called “rental rights,” “moral rights,” and all rights of “droit moral” in that User Content, even if the User Content is altered or changed in a manner not agreeable to you. If you post User Content, you represent and warrant to Cartzy that you own or control all rights in and to such User Content and have the right to grant the rights above to us.
• No Responsibility. You agree that you are solely responsible for your User Content, and you acknowledge and agree that Cartzy is not responsible for, and does not endorse, any User Content.
• No Obligation to Prescreen, Monitor or Use. Cartzy does not have, and does not undertake, any obligation to prescreen, monitor, edit, or remove any User Content posted on or through the Services. However, Cartzy retains the right (but not the obligation), in its sole discretion and for any reason, to prescreen, monitor, edit, remove, or move User Content posted on or through the Services. You acknowledge and agree that we are not obligated to post, keep, or use your User Content.
• Submitted Ideas. While we appreciate your interest in the Services and our business, Cartzy does not want and cannot accept any ideas or information users consider confidential and/or proprietary. This is to avoid the possibility of future misunderstandings when projects independently developed by or on behalf of Cartzy might seem to others to be similar to users’ own creative ideas, suggestions, and/or materials. Except with respect to your personal information as expressly provided for in our Privacy Policy  All comments, suggestions, ideas, drawings, concepts, or other information or materials disclosed or offered to us by you via the Services or in response to solicitations on the Site shall be deemed to be non-confidential and non-proprietary.

7. Fees.

• Fees. You will pay the Fees applicable to your subscription to the Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Cartzy-powered store (“Transaction Fees”), and any fees relating to your purchase or use of any other products or services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
• Buyers Club. The buyer’s club operates as a wholesale distributor specializing in physical product sales that are destined to be sold on the Amazon platform.  The club offers a one stop shopping destination to discover and purchase these products while also handling all of the logistics and supply chain from wholesale distributor to warehouse to Amazon for sale. Because products are purchased and then very quickly embark on this supply chain, refunds are generally not allowed.  The Buyers Club will entertain refunds solely in instances where the purchased product unexpectedly becomes unavailable due to timing issues with the updating of stock or pricing levels.
• Payment Terms. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees (“Authorized Payment Method”). Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency. All Fees are nonrefundable. Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Cartzy’s discretion. If we are not able to process payment of Fees using an Authorized Payment Method, we may suspend and revoke access to the Services. Your access will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. If the outstanding Fees remain unpaid for 60 days following the date of suspension, we reserve the right to terminate your access to the Services. 
• Taxes. All Fees are exclusive of applicable federal, provincial, state, local or other taxes (“Taxes”). You are responsible for all applicable Taxes that arise from or as a result of your subscription to the Services. You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable Taxes, other than Taxes on Cartzy’s employees or net income.

8. Electronic Communications. The communications between you and Cartzy via the Services use electronic means. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
9. Privacy Policy. You acknowledge and agree that all information collected by Cartzy is subject to our Privacy Policy. By using the Services, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.
10. Sweepstakes, Contests, and Games. In addition to these Terms of Use, sweepstakes, contests, games, or other promotions (collectively, “Promotions”) made available via the Services may have specific rules that are different from these Terms of Use. We urge you to review the applicable rules before you participate in a Promotion. In the event of a conflict between these Terms of Use and Promotion rules, Promotion rules will control.
11. Change and Suspension.

• Changes to the Services. Cartzy reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Services or any portion thereof (including any Content) at any time. You agree that Cartzy will not be liable to you or to any third party for any such change, suspension, or discontinuance.

• Suspension/Termination of Access. Cartzy has the right to deny access to, and to suspend or terminate your access to, the Services or to any features or portions thereof, at any time and for any reason, including if you violate these Terms of Use. In the event that we suspend or terminate your access to the Services, you will continue to be bound by the Terms of Use that were in effect as of the date of your suspension or termination.

12. Disclaimer; Limitation of Liability.

• Disclaimer of Warranties. THE SERVICES AND THE CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND CARTZY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER CARTZY NOR ANY PERSON ASSOCIATED WITH CARTZY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR ANY CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER CARTZY NOR ANYONE ASSOCIATED WITH CARTZY REPRESENTS OR WARRANTS THAT THE SERVICES OR THE CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES, CONTENT, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR THE CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
• Limitation of Liability. to the fullest extent permitted by law, IN NO EVENT WILL Cartzy OR its OFFICERS, directors, employees, agents, licensors, OR service providers BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 2, CARTZY IS FOUND LIABLE FOR ANY LOSS, DAMAGE, OR INJURY UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS OF USE, IN NO EVENT WILL CARTZY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO CARTZY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE. USE OF THE SERVICES IS AT YOUR SOLE RISK.
• Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or consequential damages, so some of the exclusions and/or limitations in this Section 12 may not apply to you.

13. You agree to indemnify, defend, and hold Cartzy and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your use of the Services and/or any Content, or any violation of these Terms of Use or applicable law.
14. Third Party Services. Cartzy may from time to time provide you with access to or enable third party software, applications, products, services or website links (collectively, “Third Party Services”) for your use. Your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers. Any use by you of Third Party Services offered through the Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions applicable to such Third Party Services before using them. We do not provide any warranties with respect to Third Party Services. You acknowledge that Cartzy has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. Cartzy does not guarantee the availability of Third Party Services and you acknowledge that Cartzy may disable access to any Third Party Services at any time in its sole discretion and without notice to you. If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Cartzy is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials. Under no circumstances will Cartzy be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your relationship with any Third Party Provider.

15. Copyright Infringement. Cartzy take claims of copyright infringement seriously. It is Cartzy’s policy to disable and/or terminate the accounts of users who are repeat infringers. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any Content accessible on the Site infringes your copyright, you may request removal of such Content (or access thereto) by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), your written notice of alleged copyright infringement must include substantially the following:
    • your physical or electronic signature;
    • identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site[ or an Application], a representative list of such works;
    • identification of the Content you believe to be infringing in a sufficiently precise manner to allow us to locate that Content;
    • adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address);
    • a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;
    • a statement that the information in your written notice is accurate; and
    • a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated agent to receive DMCA notices is:

Cartzy Legal Department
605 N Michigan Ave, Ste 404
Chicago, IL. 60611
[email protected]

*NOTE: This contact information is for inquiries regarding potential copyright infringement only.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective. Please be aware that if you knowingly materially misrepresent that Content on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

16. Third Party Materials. The Services may display, include, or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services (collectively, “Third Party Materials”). You acknowledge and agree that Cartzy is not responsible for any Third Party Materials, including their accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect thereof. Cartzy does not assume and will not have any liability to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you, and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions.
17. Linking to the Site. You may link to the Site’s homepage, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Site must not be framed on any other website, nor may you create a link to any part of the Site other than the homepage. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
18. JURY TRIAL AND CLASS ACTION WAIVER. YOU AND CARTZY EACH UNCONDITIONALLY WAIVE ANY RIGHT TO A JURY TRIAL.  THIS MEANS THAT ANY CLAIM WOULD BE DECIDED BY A JUDGE, NOT A JURY.  FURTHER, WITH RESPECT TO ANY CLAIM THAT PROCEEDS IN A COURT, YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.
19. Miscellaneous

• Geographic Restrictions. Cartzy is based in the United States. We make no claims that the Services or the Content are accessible or appropriate outside of the United States. Access to and use of the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
• Governing Law; Jurisdiction and Venue. These Terms of Use and any dispute or claim arising out of or related to these Terms of Use, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Colorado, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Colorado.
• Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES (INCLUDING THE CONTENT) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
• Waiver and Severability. Our failure to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of these Terms of Use will continue in full force and effect.
• Entire Agreement. These Terms of Use, including our Privacy Policy Constitute the sole and entire agreement between you and Cartzy with respect to the subject matter hereof, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

20. If you have any questions about the Services or these Terms of Use, please email us at [email protected] or write to us at Cartzy, LLC, 605 N Michigan Ave, Ste 404. Chicago, IL. 60611.