Welcome to SimpleConsign, LLC’s (“SimpleConsign,” “us,” “we,” and “our”) online website (including all content and functionality available through the https://www.simpleconsign.com/ domain name, the “Site”).   We are delighted to provide you with access to the Site, related data, our Simpleconsign proprietary software (the “Software”), and content, related documentation and information in connection with the web based POS and management consignment Software services provided by SimpleConsign (collectively,  the Software and all services provided through the Site, including any shipping services, are referred to as the “Services”). The terms and conditions of this Terms of Use Agreement (the “Agreement”) govern your use of the Site and Services.  AS USED HEREIN, “AGREEMENT” SHALL MEAN, COLLECTIVELY, THESE TERMS OF USE, THE PRIVACY POLICY WHICH CAN BE FOUND AT https://www.simpleconsign.com/privacy-policy/ (THE “PRIVACY POLICY”), AND THE ARBITRATION AGREEMENT, WHICH CAN BE FOUND AT https://www.simpleconsign.com/arbitration-agreement/ (the “ARBITRATION AGREEMENT”). 

 BY VISITING AND PROVIDING INFORMATION TO US THROUGH THE SITE, REGISTERING FOR AN ACCOUNT (AN “ACCOUNT”), AND/OR ACCESSING OR USING ANY PART OF THE SITE, YOU (THE TERMS “YOU”, “YOUR”, AND “YOURS” SHALL REFER TO ANY AND ALL USERS OF THE SITE AND/OR SERVICES (THE “USER”)) EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY (A) THE TERMS AND CONDITIONS OF THIS AGREEMENT, (B) OUR PRIVACY POLICY, AND (C) THE ARBITRATION AGREEMENT. THIS AGREEMENT, THE PRIVACY POLICY AND THE ARBITRATION AGREEMENT CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SIMPLECONSIGN AND GOVERNS THE USE OF OUR CURRENT AND FUTURE SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU DO NOT HAVE OUR AUTHORIZATION TO USE ANY OF THE SERVICES AND YOU MAY NOT ACCESS OR USE ANY PORTION OF THE SITE OR SOFTWARE.   

We may modify the Software, this Agreement, the Privacy Policy, the Arbitration Agreement, and any portion thereof, including fees and prices of our Services, at any time, and such modification shall be effective immediately upon either posting of the modified Agreement or notifying you.   You agree to review this Agreement, the Privacy Policy, and the Arbitration Agreement periodically to ensure that you are aware of any modifications and you agree that your continued access or use of the Site shall be deemed your conclusive acceptance of the modified Agreement, the Privacy Policy, and/or the Arbitration Agreement, respectively.  

1. Proprietary Rights. The entire contents displayed on the Site, including our “” ® registered trademarks, our products (i.e., SimpleConsign,    ®, Traxia®)  and all logos displayed on the Site (the “Content”), have copyrighted protection as a collective work under the laws of the United States and other copyright laws.  SimpleConsign is the sole exclusive owner of the Content.  There may be collective work that is the property of other third parties and such collective work is also protected by copyright and other intellectual property laws.  You are allowed to display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the Content from the different areas of the Site only for non-commercial use, unless otherwise permitted.  Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written permission of the copyright owner.  You may not change or delete any proprietary notices from materials downloaded from the Site.  You agree not to use any SimpleConsign logo or any other proprietary graphic or trademark without SimpleConsign’s express written consent.  As between the parties, title, ownership rights, and intellectual property rights in the Content, and any copies or portions thereof, shall remain in SimpleConsign and/or its content providers.  Third-party trademarks, service marks and logos contained in the Site are owned and licensed by their respective owners.  Any and all rights not expressly granted herein are reserved.
2. Grant of Limited License to Users. Your access to the Service is licensed and not sold. Subject to the terms of this Agreement, and upon your registration for an Account (as applicable), SimpleConsign hereby grants you a revocable, non-exclusive, non-transferable, and non-sublicensable account enabling you to access and use the Services, the Software and the Site.  All the Content that is made available to view and/or download in connection with the Site is owned by and is the copyrighted work of SimpleConsign and/or its suppliers and is licensed, not sold.  You do not have the right to lend, lease, rent or sublicense the Site and/or the Content.  Your use of the Services (including the use of the materials that you download and along with any documentation, text, software, photos, video, graphics, and music, sound or other multimedia files that might accompany it (collectively, “Material”)) is governed by the terms of this Agreement.  We reserve the right, without notice and in our sole discretion, to terminate your license to use the Site and Services, and to block or prevent future access to and use of the Site and Services.  You are not permitted, directly or indirectly, and the foregoing license grant does NOT include the right for you to (a) publish, publicly perform or display, or distribute to any third party any Materials, including reproduction on any computer network or broadcast or publications media; (b) market, sell or make commercial use of the Site or any Material; (c) systematically collect and use of any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods; (d) make derivative uses of the Site or the Material; or (e) use, frame or utilize framing techniques to enclose any portion of the Site (including the images found at this Site or any text or the layout/design of any page or form contained on a page).
3. User Restrictions. You are not permitted, directly or indirectly, to (a) engage in any acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written consent of SimpleConsign and/or the copyright owner; (b) distribute, display, rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Content, Material or any Submitted Content (defined in this Agreement), in whole or in part; or (c) remove any proprietary notices or labels on the Content.
4. User’s Grant of Limited License to Simple Consign.  You hereby grant to SimpleConsign a worldwide, non-exclusive, limited, assignable and transferrable, sublicensable (as necessary to provide the Service and Software) right and license, during your use of the Services, to store, host, reproduce, maintain, compile, modify, edit and otherwise use the User Data (as defined herein) to provide the Service and the Software and perform SimpleConsign’s obligations under this Agreement.  You understand and agree that we may share aggregated or anonymized User Data (including, but not limited to, Submitted Content (as defined below), including any such User Data that you subsequently delete or remove from the Site, which may be shared with third parties without your consent; provided, that, such User Data  shall be anonymized and presented in the aggregate so that it cannot be linked specifically to you or your Employer (as defined herein), as applicable. Except as expressly permitted under this Agreement, SimpleConsign shall not use your User Data for no other purpose or under any other condition whatsoever.  As used in this Agreement, “User Data” means all electronic data and information submitted by a User to the Service and the Software. Except for the rights expressly granted under this Section, all right, title and interest in and to the User Data is exclusively owned by such User.

1. User Agreement. To access and use the Services, you understand and agree that you (a) must register for an Account by providing us with certain information such as your name and email address, (b) SimpleConsign will use your email address as our primary method of communication with you, (c) must be an active User, (d) be a minimum of 18 years of age, , and (f) are entering into this Agreement with, and are bound by the terms of this Agreement with, SimpleConsign.  You agree to: (i) provide true, accurate, current and complete information about yourself when registering for an Account, including any credit card or debit card information (collectively, your “Credit Card”) as applicable; (ii) maintain and promptly update your Account to keep it true, accurate, current and complete; and (iii) authorize SimpleConsign and its affiliates to charge your Credit Card for any and all fees incurred by you for your use of the Services (the “Fees”). If you provide any information that is untrue, inaccurate, not current or incomplete, or SimpleConsign has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SimpleConsign has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).  If you are registering for an Account and/or using the Services on behalf of your employer (the “Employer”), you understand, represent and warrant that (x) the Employer will be considered the registered owner of the Account, (y) you have the authority to enter into this Agreement on behalf of the Employer, and (z) you and your Employer will be bound by the terms of this Agreement,
2. User Representations. You represent and warrant to SimpleConsign that you will (a) maintain the security of your user identification, password and other confidential information relating to your Account; (b) maintain the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service; (c) maintain all charges resulting from the use of your Account, including but not limited to, unauthorized use of your Account prior to you notifying us in writing of such use and taking steps to prevent its further occurrence by changing your password; (d) comply with the terms set forth herein; and (e) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Services or Site.  You further represent and warrant that (i) you are over the age of eighteen (18) and have the power, authority or consent to enter into and perform your obligations under the Agreement; (ii) all information provided by you to SimpleConsign, including Credit Card information, is truthful, accurate and complete; (iii) you are authorized, or have the permission of the authorized signatory of the Credit Card provided to SimpleConsign, to pay any Fees incurred from use of the Services; and (iv) you shall comply with all terms and conditions of this Agreement, the Privacy Policy and the Arbitration Agreement.

1. General. This section will outline a User’s rights, obligations and responsibilities in accessing the Site and Services.
2. Users.  As a User, you understand, acknowledge and agree to the following terms:
   • You agree, represent and warrant that you will not, individually or with others, (a) create or maintain multiple Accounts, (b) transfer your Account to another Account without our prior written authorization, (c) lease, rent, lend, sell, redistribute, license or sublicense or give access to any portion of the Services, or (d) interfere with the Services or impose an unreasonable or disproportionately large load on the Services’ infrastructure.  YOU UNDERSTAND AND AGREE THAT SERVICES HAVE LOAD LIMITS AND WE RESERVE THE RIGHT TO CHARGE YOU ADDITIONAL FEES OR THROTTLE YOUR SERVICE FOR EXCEEDING THOSE LIMITS.
   • You understand and agree that conversions of current data into the Software are not guaranteed and that it is your sole responsibility to check the data that is imported into your Account.  Final conversion is not completed without your signed authorization of the data in the Software.  You agree by giving us access to your data you must pay the monthly fee to try and convert the data even if the data conversion is not successful. You are not entitled to a refund if the conversion is not successful in part or in full and you assume the total responsibility for the conversion and agree to pay the monthly subscriber fee.
3. SMS Messages.
   • As part of the Services,  we use the services of Ring Central to send to you or receive from you SMS Messages (as defined herein).  In order to use the Services, you must opt-in by providing us with your mobile phone number through the Site (“Opt-in”) in order to receive or send SMS Messages and/or receive mobile notifications from us in connection with the Services.  By providing your mobile phone number to us, you are voluntarily and consenting to Opt-in and you agree to receive recurring SMS messages from us at the mobile phone number associated with your Opt-in, even if such number is registered on any state or federal “Do Not Call” list.  You agree that any mobile phone number you provide to us is a valid mobile phone number of which you are the owner or authorized user. If you change your mobile phone number or are no longer the owner or authorized user of the mobile phone number, you agree to promptly notify us at support@simpleconsign.com. You can cancel notifications and other communications via SMS Message in connection with our Services at any time by texting “STOP” to (573) 818-2267 and we will send you a reply confirming your request to unsubscribe.  After unsubscribing, you will no longer receive messages from us.  In the event you unsubscribe and then choose to use the Services, you will need to Opt-in again.  If at any time you forget what keywords are supported, you can text "HELP" to (573) 818-2267 and we will respond with instructions on how to use the Service as well as how to unsubscribe. As used herein, “SMS Messages” means short message service messages, also commonly known as text messages.
   • In order to use the Services, your Wireless Provider (as defined herein) must be able to provide you with services necessary to send and receive text messages.  You understand, acknowledge and agree that (a) text message and data rates may apply for any SMS Messages sent to you from us or from you to us; (b) you are solely responsible for any fees charged by your Wireless Provider in connection with SMS Messages that you receive or send in connection with the Opt-in and/or the Services; and (c) you will contact your Wireless Provider with any questions regarding your text and/or data plan. “Wireless Providers” include AT&T, Verizon Wireless, Sprint, T-Mobile, Alltel, CellularOne, Virgin Mobile, U.S. Cellular, Metro PCS.
   • You understand and agree that neither SimpleCosign nor your Wireless Providers is liable for lost or delayed messages.  We reserve the right at any time and from time to time to modify, suspend, limit the use of, discontinue or permanently cancel all or any portion of the SMS Message services.

1. Submitted Content. You are solely responsible for the information, and other content including names, logos, trademarks, profile pictures,  video content and textual content (e.g. reviews, comments, etc.) that you post, upload, publish, link to, transmit, record, display or otherwise (hereinafter, “post“) (a) make available to publicly accessible portions of the Site or Service (including emails, videos, photographs, voice notes, recordings or profile text), or (b) transmit to other Users (including emails, videos, photographs, voice notes, recordings or profile text, whether publicly posted or privately transmitted) (collectively, (a) and (b) above, the “Submitted Content”). You understand the Site is available to the public and, therefore, any information you consider confidential should not be posted as Submitted Content to the Site or through the Services.  Except as provided herein, we do not share or post your information; provided, however, you understand and agree that by posting Submitted Content, we may reveal your identity and whatever information we know about you to (i) other Users, or (ii) any law enforcement agent or official in the event of legal action arising from your conduct in using the Services and/or any Submitted Content posting by you.   Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by us. We cannot and do not screen content provided by you or any other User to the Site or through the Services. Notwithstanding the foregoing, we reserve the right to monitor content on the Site and to remove content, which we, in our sole discretion, determines to be harmful, offensive, or otherwise in violation of this Agreement or our operating policies for Users. You may send and receive electronic mail (“email“), engage in conferences and chats, download and upload files and otherwise use Site as permitted by this Agreement, our operating policies and applicable law. Our operating policies relating to online conduct, storage and deletion of email and uploaded files, conferences, and other matters are available online on the Site. We reserve the right in our sole discretion to change such policies at any time. Uploaded files may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download them. 
2. License Grant.   When providing any Submitted Content using the Services (directly or indirectly) you automatically grant us a perpetual, non-exclusive, worldwide, perpetual, irrevocable, royalty-free, right to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit (including, but not limited to, using your Submitted Content for data mining, marketing purposes, creating pricing books, on our social media and any other sites that we own and operate), alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed in connection with the Services and to sublicense such rights through multiple tiers of sublicenses.   You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us.  You hereby agree to also grant each User a non-exclusive license to access your Submitted Content through the Services, and to use, reproduce, distribute, display and perform such Submitted Content as permitted through the functionality of the Site and under this Agreement.  Further, when you post any Submitted Content on the Site or through the Services, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of such content on the Site.  You may remove any Submitted Content you post from the Site at any time. If you choose to remove your Submitted Content, except for Submitted Content used in anonymized and aggregate form, the license granted above will automatically expire, however you acknowledge that we may retain archived copies of the Submitted Content.  
3. Feedback. You shall, and hereby do, assign to SimpleConsign all right, title and interest in and to any  and all suggestions, enhancements, modifications, requests, recommendations and other feedback provided by you relating to the Service and/or Software (collectively “Feedback”). SimpleConsign shall have no obligation to incorporate any Feedback into the Service or Software and you are not entitled to receive any compensation of any kind for providing such Feedback or for our use of such Feedback.
4. User Warranties and Representations.   You warrant, represent and agree that you will not contribute any User Data, Submitted Content or otherwise use the Services or Site in a manner that:
   • infringes any rights, intellectual property rights or proprietary rights, or rights of publicity or privacy, of SimpleConsign or any third party; 
   • causes or permits reverse engineering of or decompilation or disassembly of the Software or Site; 
   • transmit malware or host phishing pages;
   • violates any law, statute, ordinance or regulation;
   • distributes materials that harm or disrupt the operation of the Services or other infrastructure of the Site or others, including our third party providers;
   • you should know is harmful, threatening, abusive, harassing (sexually or otherwise), tortious, defamatory, vulgar, racist, obscene, libelous, fraudulent, deceptive, or misleading or otherwise objectionable;
   • adversely affects or reflects negatively on SimpleConsign and our affiliates’ goodwill, name or reputation or causes duress, distress or discomfort to SimpleConsign or anyone else, or discourages any person, firm or enterprise from using all or any portion, feature, or function of the Site or Services, or from advertising, liking or becoming a supplier to use in connection with the Site or Services;
   • send or result in the transmission or junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”; 
   • transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horse, spyware, or other potentially harmful programs or other material or information;
   • falsely report to an employee or agent of SimpleConsign;
   • circumvent, disable or otherwise interfere with security-related features of the Site, or its features that prevent or restrict use or copying of any content;
   • intercept or attempt to intercept email or other private communications not intended for you;
   • causes the Site and/or Services to be used for commercial or business purposes, including, without limitation, advertising, marketing, or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other Site or web pages;
   • requests money from, or is intended to otherwise defraud, other Users of the Site or Services;
   • contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
   • provides material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;
   • impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
   • posts or transmits any message, data, image or program which is indecent, obscene or pornographic; 
   • uses the Site or Services to threaten, harass, stalk, abuse, or otherwise violate the legal rights of (including rights of privacy and publicity), or intentionally causes damages to, others (including bodily and property damages);
   • deletes any author attributions, legal notices or proprietary designations or labels in a file that you upload to the Site or through the Services; and/or
   • accesses the Service or Software for the purpose of building a competitive product or service or copying its features or user interface or providing to third-parties any performance or comparison tests of the Service or Software.

While it is not our intent to discourage you from reporting problems about the Services, nonetheless, we reserve the right to take such actions as it deems appropriate and/or to remove any content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we are concerned that you may have breached any term of this Agreement), or for no reason at all.

1. Fees.  Please review the details of SimpleConsign’s plan benefits at simpleconsign.com/pricing and simpleconsign.com/features. Transaction fees, fees for the Services and any additional fees are collectively referred to as the “Fees”.   All Fees and other charges are in U.S. dollar currency, and all payments shall be in U.S. dollar currency.  You understand and agree that Fees are billed in advance on the first day of the current term. In using the Services, you agree to have a valid Credit Card on file with us or a third party we designate to store your Credit Card information. By signing up for the Services you agree to pay for a transaction or any other activities you conduct using the Services that requires your Credit Card to be charged.  If your Credit Card expires and you do not provide a new payment card information or cancel your Account pursuant to the termination terms herein, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees or penalties. If a payment is rejected or incurs additional costs to SimpleConsign you may be charged a $40 per incident service and collection fee. All suspended or reactivated Accounts must pay all past due fees and a reactivation fee of the current and past 30 days whether you use the Services or not.  We offer NO refunds of any kind even if your Account or the Services are suspended, terminated or transferred.  By using the Services, you agree we reserve the right to seek collection of all past due amounts and all other costs associated with the collection.  You shall be responsible for payment of all Fees until your Account is terminated and you will not be entitled to any refund of Fees, pro rata or otherwise, whether you use the Services or not.
2. Fee Disputes. In the event of any disputes related to Fees, you will have seven (7) days from the billing date to notify us of such issues and, thereafter you agree to waive your rights to dispute any Fees if you fail to notify us within seven (7) days of the billing date.  If we are not able to process payment of Fees using your Credit Card, we will make a second attempt to process payment using the Credit Card. If the second attempt is not successful, we will make a final attempt 2-3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account.  Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You will not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, we reserve the right to terminate your Account and delete any history on your Account.
3. Dwolla. In order for marketplace stores available on the Services to use the payment functionality of our application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through the Dwolla Account are held or transferred by Dwolla’s financial institution partners as described in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address, and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at  support@SimpleConsign.com, and/or 888-860-8094 ext 2. 

Please review the Privacy Policy. If there is a conflict between the Privacy Policy and the Terms of Use, the Terms of Use will govern.  If you do not agree with our collection, storage and use of such information as described in the Privacy Policy do not use our Services. We will retain your data as necessary to comply with our legal obligations, resolve disputes and enforce our agreements. We reserve the right to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or government request. 

Your Account will automatically continue until it is terminated by you or by us or if we terminate the Services.  Through your Account, you can  cancel your use of the Services and terminate your Account with SimpleConsign.  Such termination will be effective immediately at the end of the then current billing term in which you notify us of termination.  You understand and agree that we reserve the right to modify, limit, cancel or terminate the Services at any time for any reason (including if we suspect fraudulent use of the Services) without notice and we will not be liable to any User or any third party for any modification, price change, suspension or discontinuance of the Services.  Upon termination of your Account or the Services, you will no longer be able to access your Account or the Services, all licenses granted to you herein shall terminate. Provisions regarding your representations and warranties and certain obligations, including but not limited to, provisions regarding arbitration, indemnification, limitation of liability and waivers and releases, shall survive termination of this Agreement.

1. General Disclaimer.  THE SITE AND SERVICES ARE PROVIDED BY SIMPLECONSIGN ON AN “AS IS” BASIS.  SIMPLECONSIGN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SIMPLECONSIGN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THESE TERMS.  SIMPLECONSIGN CANNOT AND DOES NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA.  SIMPLECONSIGN CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES.  SIMPLECONSIGN DOES NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS OR SERVICE ACCESSED THROUGH THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. ALTHOUGH SIMPLECONSIGN HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE, SIMPLECONSIGN ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION.  NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY US OR OUR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, WHETHER DIRECTLY OR INDIRECTLY, WILL CREATE A WARRANTY OF ANY KIND WILL NOT CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE (NOR A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT, TAX LEGAL OR OTHER PROFESSIONALS). YOU ARE SOLELY RESPONSIBLE FOR OBTAINING SUCH ADVICE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.  SIMPLECONSIGN MAY CHANGE THE SERVICES OR THE FEATURES IN ANY WAY, AND AT ANY TIME AND FOR ANY REASON. 
2. Third Party Services.We do not provide any warranty with respect to any third-party services (“Third-Party Services”) that may be linked to the Site. SimpleConsign will not be held responsible for or guarantee the availability or discontinuation of any Third-Party Services.  You understand and agree that we reserve the right to disconnect any Third-Party Services without notification to you. Any use of any Third-Party Services is done solely at your own risk.  If you use a third-party application, you grant us permission to allow them access to your data and Account and to take any other actions required for the inter-operation of the Services and the third-party application. We are not responsible for any disclosure, modification or deletion of your data or other material or any losses or damages you may suffer as a result of using a Third-Party Service provider or under no circumstances will we be liable for any direct, indirect, incidental, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from your use of a Third-Party Services. These limitations shall apply even if we have been advised of such damages.
3. Disclaimer of Third Party Information. You understand that when using the Site, you may be exposed to third party content from a variety of sources, and that SimpleConsign is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such third party content.  You further understand and acknowledge that you may be exposed to third party content that may be offensive, indecent, inaccurate, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SimpleConsign with respect thereto.  
4. Informational Purposes Only.Any opinions expressed on the Site or through the Services are the personal opinions of the original author and not of SimpleConsign, even though the original author may be employed by SimpleConsign.  The Content is provided for informational and entertainment purposes only and is not an endorsement or representation by SimpleConsign or any other party.  SimpleConsign does not assume any responsibility or liability for any opinion or other commentary posted on the Site or any third party website linked to the Site and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the Content.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND THE SERVICES SHALL BE AT YOUR OWN RISK. SIMPLECONSIGN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) WHETHER BASED ON CONTRACT, TORT, LIABILITY OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL SIMPLECONSIGN’S TOTAL LIABILITY EXCEED ONE HUNDRED DOLLARS ($100). THE SITE AND THE SERVICES ARE CONTROLLED AND OFFERED BY SIMPLECONSIGN FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA.  SIMPLECONSIGN MAKES NO REPRESENTATIONS THAT THE SITE OR THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW. Some jurisdictions do not allow the disclaimer of warranties or exclusions of damages, so such disclaimers and exclusions may not apply to you. Regardless of previous paragraphs, if we are found liable, our liability to you or a third party is limited as set forth above. 

 YOU AGREE THAT NEITHER SIMPLECONSIGN NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICES, THE MATERIALS, OR THE CONTENT.  YOU SPECIFICALLY ACKNOWLEDGE THAT SIMPLECONSIGN SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.  YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST SIMPLECONSIGN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF SIMPLECONSIGN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SITE, THE MATERIALS, THE SERVICE, OR THE CONTENT.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SIMPLECONSIGN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY’S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT (INCLUDING THE PRIVACY POLICY AND THE ARBITRATION AGREEMENT), VIOLATION OF ANY THIRD-PARTY SERVICES, BREACH OF YOUR REPRESENTATIONS OR OBLIGATIONS CONTAINED HEREIN (INCLUDING ANY REPRESENTATIONS OR OBLIGATIONS CONTAINED IN THE PRIVACY POLICY AND THE ARBITRATION AGREEMENT), PERSONAL INJURY, BODILY INJURY, INCLUDING DEATH, OR PROPERTY DAMAGE, YOUR USER DATA, YOUR SUBMITTED CONTENT, OR ANY ACTIVITY RELATED TO YOUR ACCOUNT, OR YOUR USE OF THE SERVICES (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE, SOFTWARE OR THE SERVICES USING YOUR ACCOUNT.

Class Action Waiver. BY USING THE SITE AND SERVICES YOU AGREE THAT ANY CLAIMS YOU HAVE AGAINST SIMPLECONSIGN MUST BE DONE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIVE OR A CLASS ACTION MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. 

1. Disputes with the Services. In the event you have any issues or disputes (“Issues”) related to your use of the Site or the Services, you agree, represent and warrant that you will (a) first attempt to resolve such Issus in good faith with our support team by contacting us as support@SimpleConsign.com, and (b) if the support team is unable to resolve the Issues, you will provide us with (i) notice of such Issues within 10 days of the start of the Issues, and (ii) at least 30 days’ to work with you to resolve such Issues prior to initiating any legal action (including any action in arbitration).  Written notification of Issues should be sent to: SimpleConsign: Attention Legal Department, 4009 Frontgate Drive Ste 102, Columbia, MO 65203.  In the event Issues are not resolved within the time period prescribed above, you agree to submit all unresolved Issues to binding arbitration pursuant to the terms of the Arbitration Agreement.
2. Disputes Against You. If SimpleConsign takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, including collections of any Fees due and is awarded damages or other relief at law or in equity in the action, SimpleConsign shall be entitled to recover from you, and you agree to pay, in addition to all sums awarded reasonable attorney’s fees incurred and any costs, including no-statutory costs, of any litigation or proceeding.

This Agreement is governed by the laws of the State of Missouri. You agree that any legal action or proceeding between SimpleConsign and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Boone County, Missouri, United States.

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act (“DMCA”). SimpleConsign’s Verified Rights Owner (VeRO) program works to ensure that listed items and content on our Site do not infringe upon the copyright, trademark, or certain other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, to make a claim, please provide the following:

(a)   A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed; 

(b)   A description of the copyrighted work or other intellectual property that you claim has been infringed; 

(c)   A description of where the material that you claim is infringing is located on the Site reasonably sufficient to permit us to locate the material; 

(d)   Your contact information, including your address, telephone number, and email; 

(e)   A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 

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

You may submit written claims of copyright infringement to our DMCA agent at: 

SimpleConsign Legal Department 

4009 Frontgate Drive Ste 102

Columbia, MO 65203

legal@SimpleConsign.com

By using the Services, you agree to communicate by electronic communication by email and that all communication, agreements and notifications and disclosures will be provided electronically, and this method of communication satisfies any such communication in writing. Any communication will also include promotional products and marketing material. 

SimpleConsign’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement, along with the Privacy Policy and Arbitration Agreement, constitute the complete and exclusive statement of the agreement between the parties with respect to the Services and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Services. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any Nonprofit User, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to this Agreement; except that the sections regarding Disclaimers, Indemnification, Limitation of Liability and Waiver and Release are intended to benefit SimpleConsign and its officers, directors, employees, agents, licensors, and suppliers.  SimpleConsign may assign its rights and duties under this Agreement to any party at any time without notice to you.