Welcome to the Fillz site (the "Site") and e-commerce software services (the "Services"). If you visit, access, or use the Site or Services, you accept this user agreement and all the policies and guidelines of the Site and the Services (collectively, the "User Agreement"). Please read them carefully.
Fillz is a division of AbeBooks Inc. (Fillz and AbeBooks Inc., together, "Fillz", "we", or "us"). Fillz reserves the right to change any of the terms and conditions contained in this User Agreement, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site, which may be done without notice to you. You are responsible for reviewing the Site from time to time to view this User Agreement and any applicable changes. YOUR CONTINUED USE OF THIS SITE OR THE SERVICES AFTER ANY CHANGE IS POSTED WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS USER AGREEMENT, DO NOT CONTINUE TO USE THE SITE OR THE SERVICES.
Use of the Site and the Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register for the Services, you must provide your real name, phone number and e-mail address.
2. Sellers' Usage Fees and Payment Terms.
Please review the Fee Schedule and Payment Terms contained in the Pricing section on the Site (collectively, the "Pricing"). All amounts and fees are in U.S. dollars unless stated otherwise and are incorporated herein by reference. Pricing may vary in the future. The Pricing in effect on the date of selling an item shall govern the transaction. All fees are payable upon demand through PayPal or by credit cards accepted by Fillz.
3. Applicable Policies and Guidelines.
You agree to abide by the procedures and guidelines for using the Services and the Site. These are provided in the help text throughout the Site. You will not use the Services in a manner that is detrimental to the Services or the Site, or to others' use of the Services or the Site, or to any connected system.
4. Fillz Role.
Fillz provides a software service for third-party sellers ("Sellers") to facilitate the use of established e-commerce facilities ("E-SITEs") such as Amazon.com, AbeBooks Inc., among other sites, to provide goods to third-party buyers ("Buyers") by offering order follow-up, inventory control, pricing feedback and other similar services. Fillz is not involved in the actual transaction between Sellers and Buyers and is not an agent of the E-SITE you use. The rules for using the third party E-SITE are set by the E-SITE owners. As a Seller, you use the Site and the Services as well as the E-SITE (and any content and data from any E-SITE) at your own risk.
5. Fillz use rules.
In order to use Fillz you must register with the Site and execute all payments due for service use through PayPal or by credit cards accepted by Fillz. You may terminate your participation in the Service at any time by giving seven days notice to us by submitting a support ticket, and we may terminate your participation in the Service at any time and for any reason by giving seven days notice to you, provided that no prior notice is required if you are in violation of this User Agreement or otherwise posing a risk to us or our E-SITEs (as determined by us in our sole discretion). Upon termination, you must pay Fillz any fees that were incurred prior to the effective date of the termination.
6. Sales/Use Taxes.
You agree that it is your responsibility to determine whether sales or use taxes apply to the transactions and to collect, report, and remit the correct tax to the appropriate tax authority. You also agree that Fillz is not obligated to determine whether sales or use taxes apply and is not responsible for collecting, reporting, or remitting any sales or use taxes arising from any transaction.
7. Password Security; Privacy.
Your password may be used only to access the Site and review your transactions and reports. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password. Please review the Fillz Privacy Notice, which is a part of this User Agreement, to understand our privacy and security practices.
THE SITE, THE SERVICES, AND ALL INFORMATION, CONTENT, MATERIALS, DATA, AND PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR THE SERVICES ARE PROVIDED BY Fillz ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. Fillz MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, DATA, OR PRODUCTS (INCLUDING SOFTWARE) INCLUDED OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, Fillz DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Fillz DOES NOT WARRANT THAT THIS SITE OR THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, DATA, PRODUCTS (INCLUDING SOFTWARE), OR OTHER MATERIALS INCLUDED OR DISPLAYED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR THE SERVICES, THEIR SERVERS, OR ANY E-MAIL SENT FROM, BY, OR ON BEHALF OF Fillz IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
9. General Release.
BECAUSE Fillz IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR IN THE MANAGEMENT OR MAINTENANCE OF ANY E-SITE, YOU HEREBY RELEASE Fillz (AND ITS AGENTS AND EMPLOYEES) FROM ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR SALES ACTIVITY ON OR IN CONNECTION WITH ANY E-SITE.
10. Limitation of Liability.
Fillz WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR THE SERVICES OR FROM ANY INFORMATION, CONTENT, MATERIALS, DATA, PRODUCTS (INCLUDING SOFTWARE), INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
The exclusion of certain warranties and the exclusion or limitation of certain liabilities is prohibited by law in some jurisdictions. Such limitations may apply to you. If these laws apply to you, some or all of the above disclaimer exclusions or limitations may not apply to you, and you might have additional rights. The warranty disclaimer and liability exclusion and limitation clauses survive indefinitely after the termination of this User Agreement.
11. Copyrights and Trademarks.
Copyright © AbeBooks Inc. 2011. The Site, the Services, and the content (including all text, graphics, logos, videos, audio clips, digital downloads, data complication, forms, images, icons, software, design, applications and other elements available on or through the Site) made available through the Site and the Services are the property of Fillz or its content suppliers, and are protected by Canadian and International copyright laws. Your use of Site and the Services does not transfer to you any ownership or other rights (other than the limited license set forth in Section 12) in the Site or its content. All software used on the Site is the property of Fillz or its software suppliers and protected by International copyright laws.
Fillz, Fillz.com graphics, logos, page headers, button icons, scripts, and service names are registered and unregistered trademarks, service marks, trade dress or trade names of AbeBooks Inc. in Canada and/or other countries. Fillz's trademarks, service marks, trade dress, and trade names may not be used in connection with any product or service that is not Fillz's in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Fillz. Other product and company names and logos appearing on the Site may be registered or unregistered trade names, trademarks and service marks of their respective owners and may or may not be affiliated with, connected to, or sponsored by, Fillz. Nothing appearing on the Site or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, service marks, trade dress or trade names displayed on the Site.
12. License and Access.
Fillz grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to access and make personal use of the Site in accordance with this User Agreement and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Fillz. In addition, subject to a Seller's timely payment of applicable monthly fees, Fillz grants to such Seller a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to access and use the custom content and data created for the Seller by Fillz (the "Seller Content") solely on the proprietary application programming interface provided to the Seller by Fillz via the Site. This license does not include any resale of the Site or its contents or the Seller Content; any collection and use of any product listings, descriptions, or prices except Seller Content provided by Fillz and used within the scope of the limited license provided above; any derivative use of the Site, its contents or the Seller Content; any downloading or copying of account information or Seller Content for the benefit of another merchant, person or entity; or any use of data mining, robots, or similar data gathering and extraction tools. The Site, any portion of the Site and the Seller Content may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express prior written consent of Fillz.
You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Fillz without express written consent. You may not use any meta tags or any other "hidden text" utilizing the Fillz name or trademarks without the express written consent of Fillz. Links to the Site without the express written permission of Fillz are strictly prohibited. To request permission to link to the Site, please contact support. Any unauthorized use terminates the permission or license granted by Fillz. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Fillz, so long as the link does not portray Fillz or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Fillz logo or other proprietary graphic or trademark as part of the link without express written permission.
13. Other Sites.
The Site may include advertisements for, and links to, other web sites or resources and businesses operated by other persons, including booksellers and E-SITES ("Other Sites"). Other Sites are independent from Fillz, and Fillz is not responsible for examining or evaluating, and we do not warrant the offering of, any of these businesses or individuals or the content of the Other Sites. Fillz does not assume any responsibility or liability for the actions, product and content of all these and any other third parties' links to Other Sites are provided solely for your convenience. Fillz does not sponsor or endorse any Other Sites or their content or the goods or services available through those Other Sites. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk. You should carefully review Other Sites' privacy statements and other conditions of use.
14. Copyright Complaints.
Fillz is not obliged to monitor, screen, police or edit the use of the Site or the Services, including postings of materials to the Site, although Fillz reserves the right to do so in its discretion. Fillz respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement.
15. Applicable Law.
This User Agreement and all related matters are governed solely by the laws of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private International law or the conflict of laws which would lead to the application of any other laws. The United Nations Convention on contracts for the International Sale Of Goods does not apply.
For all disputes relating in any way to the Site, the Services, this User Agreement, transactions facilitated or conducted through the Services, items ordered or purchased through the Services, dealings between you and Fillz, or any related matters or any legal relationship associated therewith or derived therefrom in which the aggregate total claim for relief sought on behalf of one or more parties exceed $7,500 ("Disputes"), will be adjudicated before the Courts of British Columbia sitting in the City of Vancouver, British Columbia, Canada, and you hereby irrevocably submit to the exclusive jurisdiction and venue in those courts. Proceedings regarding Disputes must be commenced in a court of competent jurisdiction in the City of Vancouver, British Columbia, Canada within six (6) months after the Dispute arose, after which time any and all proceedings regarding the Dispute are barred. Any shorter time limit provided by statute law remains unaffected.
16. General Provisions.
- Entire Agreement. This User Agreement and the general terms and conditions of the Site constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
- No Agency; Third-Party Beneficiary. Fillz is not the agent, fiduciary, trustee, or other representative of the E-SITE (be it Amazon.com, AbeBooks Inc. or any other E-SITE). Nothing expressed or mentioned in or implied from this User Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this User Agreement. This User Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Fillz, you, and relying Buyers or Sellers.
- Severability. If any provision of this User Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
- No Waiver. We will not be considered to have waived any of our rights or remedies described in this User Agreement unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Fillz failure to enforce the strict performance of any provision of this User Agreement will not constitute a waiver of Fillz right to subsequently enforce such provision or any other provisions of this User Agreement.
- Notices. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
17. Notice 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 provide Fillz copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Fillz that your copyrighted material has been infringed.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the site;
- Your address, telephone number, and e-mail address;
- 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;
- 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.
Fillz Copyright Agent for notice of claims of copyright infringement on the Site can be reached as follows:
AbeBooks Inc. Legal Department
655 Tyee Road, Suite 500
Victoria BC V9A 6X5 Canada
AbeBooks Inc. Legal Department
655 Tyee Road, Suite 500
Victoria BC V9A 6X5 Canada