Terms & Conditions

Any terms not defined herein shall have the meaning ascribed to them in SkyCart’s Merchant Terms and Service Agreement.

 “Marketplace Facilitator is a term for various laws passed in the United States by individual states. The rules and obligations regarding Marketplace Facilitators and remote sellers vary in the U.S. from state to state. Generally, such legislation shifts tax collection and remittance responsibilities from merchants to SkyCart.  In accordance with these laws, SkyCart will collect and remit taxes for Merchant’s products sold in U.S. states with marketplace facilitator laws. SkyCart shall determine in its sole discretion whether it is considered a “Marketplace Facilitator” in each state and whether SkyCart is required to collect and remit sales or use taxes in each state on all taxable sales of tangible personal property that it facilitates for delivery in any U.S. state or taxing jurisdiction on behalf of its Merchants.  For orders in these states, SkyCart remits the tax directly to state tax authorities.  Tax rates will be automatically determined and applied by SkyCart.  Merchants are unable to refund or alter tax on orders in these states.

For those tax jurisdictions where SkyCart is not required to collect on behalf of Merchants, SkyCart passes any taxes collected back to Merchants, and Merchants are responsible for remitting taxes as applicable. Merchants are also able to refund taxes to Buyers or alter taxes at the time of order shipment.

Any terms not defined herein shall have the meaning ascribed to them in SkyCart’s Merchant Terms and Service and Agreement and/or SkyCart’s User Terms of Service and Agreement, as applicable.

  • Consumers may return an item for any reason within thirty (30) days of delivery of such items.

  • The item must be returned to the applicable merchant and must have a verified tracking number.

  • Same day cancellations, for a full refund, are available to consumers who cancel an order within eight (8) hours of placing such order with the applicable merchant. After such eight (8) hour period has passed, the consumer must return the item to the applicable merchant for a refund.

  • SkyCart is not responsible, and does not reimburse, for any costs associated with the return of the item, including, without limitation, shipping, export or custom fees.

  • SkyCart reserves the right to: (i) refuse any refund if it in good faith suspects abuse of any of SkyCart’s terms or policies; and (ii) limit customer support and refunds for abuse of any of SkyCart’s terms or policies.

These Merchant Terms of Service and Agreement (theseTerms” or this “Agreement”) sets forth the legally binding terms and conditions for your use as a Merchant (“Merchant”, “you”, “your”, and “yours”) of Logistic Cart, LLC dba SkyCart, an Ohio limited liability company’s (“SkyCart”, “we”, and “us”), website located at www.skycart.com and SkyCart’s mobile application called “SkyCart”, and other related services, including for the purposes of facilitating your selling of products, for informational purposes and for the purpose of enabling communication between you, the Buyer and SkyCart (collectively, the “Services”). Please read these Terms carefully before using the Services.

By registering for and/or clicking the “I accept” button during the registration process, or otherwise using the Services, including but not limited to visiting or browsing the Services you are entering into a binding agreement with SkyCart, and you agree to comply with all of these Terms, including those additional terms and conditions and policies referenced herein and/or published or made available by SkyCart, including, without limitation, SkyCart’s Tax Policy, Fees and Payments Policy, Return & Cancellation Policy and other SkyCart policies, each of which may be updated from time to time in SkyCart’s sole discretion.

You should note that Paragraph 7 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions. Please read and review Paragraph 7 carefully. You indicate your acceptance to these Terms by clicking the “I accept” button in accordance with these Terms. Indicating acceptance establishes a binding and executed written agreement between you and SkyCart. If you do not accept these Terms, you cannot use the Services.

1. SkyCart's Marketplace

You understand and agree that the Services include a technology platform that provides a marketplace in which Merchants can list and sell certain products, and individuals can browse and purchase such products (each individual, a “Buyer”). All purchases are made directly (and any contract for purchase and sale is) between the Merchant and Buyer, and as such SkyCart is not responsible or liable for any content, data, information, text, usernames, graphics, images, photographs, audio, video, profiles, items, listings, products, links or information posted by you, other Merchants or outside third parties on SkyCart. You acknowledge and agree that you use the Services at your own risk. SkyCart has no control over and does not guarantee (a) the existence, quality, safety, authenticity, or legality of products advertised on the Services; (b) the truth or accuracy of Merchants’ Content (as defined herein) or listings on the Service; (c) the ability of Merchants to sell products through the Services and ship products within required shipping windows; (d) the ability of Buyers to pay for products purchased through the Services; or (e) that a Buyer and a Merchant will actually complete a transaction, achieve trouble-free delivery and shipping, or return a product through the Services.

To the fullest extent permitted by applicable law, you and your Affiliates (defined below) waive claims related to, and agree that SkyCart and SkyCart's Affiliates, including any of their respective officers, directors, employees, consultants or agents, are not liable for (a) any statements, guarantees, and expected transactions, including merchantability, applying to particular purposes or any implied warranties; (b) implied warranties based on the transaction process, the performance of the contract or trading practices course of dealing; or (c) any duties, responsibilities, rights, claims or tort reliefs, whether or not they are due to SkyCart’s negligence. As used herein, “Affiliate” shall mean, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

If you have disputes with any Buyer or other third party over any product, offering, listing or interaction over the Services, you hereby release, waive, and forever discharge and our Affiliates of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, “Claims”), which you and any Buyer ever had, now have, or hereafter can, shall, or may have against us or our Affiliates for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of these Terms arising out of or relating to any third party claim.

SkyCart reserves the right, in its sole discretion, to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that SkyCart shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

When you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing or using certain mobile services may be prohibited or restricted by your carrier, and not all mobile services may work with all carriers or devices. You acknowledge and agree that your use of the Services must be in accordance with the usage rules established by your mobile device platform or service provider.

2. Your Eligibility

Age: SkyCart's Services are available only to, and may only be used by, individuals who are at least 18 years of age and who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to minors (people under the age of 18) or to temporarily or permanently suspended members of the Services. You represent and warrant that you are at least 18 years of age and that all registration information you submit is accurate and true. SkyCart may, in its sole discretion, (i) refuse to offer access to or use of the Service to any person or entity or (ii) change Merchant eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Compliance: You agree to comply with all applicable laws regarding online conduct and acceptable content. Except as set forth in Paragraphs 15 and 16 herein, you are responsible for all applicable taxes. In addition, you must abide by all of SkyCart's policies stated in these Terms (which are incorporated into these Terms by reference), including, without limitation, the Tax Policy, the Fees and Payments Policy, the Return & Cancellation Policy and other SkyCart policies (collectively, the “Merchant Policies”), all of which may be updated from time to time in SkyCart’s sole discretion.

As a legal person, you represent and warrant that during the period of your registration as a Merchant and during your use of the Services: (a) you are legally established in accordance with applicable law, validly existing and in good operation; (b) you have all the necessary legal qualifications, rights, capabilities and authorities to sign this Agreement, fulfill duties accordingly and grant rights, licensing and other authority required by this Agreement, and have the permissions, approvals and licenses required by your business and the sale of the items in the relevant countries; (c) you and your Affiliates will comply with all applicable laws to fulfill your rights and duties in this Agreement; (d) when offering any items for sale through the Services, you are in full compliance with all legislation, statutes, regulations and other enactments having the force of law and all industry codes, policies or guidelines and any applicable direction, statement of practice, policy, rule or order given by a regulator which apply from time to time in the country from which or to which the items are sold and/or offered (“Applicable Laws and Regulations”); (e) you shall maintain such records as are necessary pursuant to such Applicable Laws and Regulations and shall promptly on request make them available for inspection by any relevant authority that is entitled to inspect them; (f) you shall monitor any changes in the Applicable Laws and Regulations which may impact the sale of the items through the Services; (g) you shall promptly notify SkyCart by email and in writing pursuant to the terms of Section 24 hereof of any investigation or potential claim that is initiated by any regulator in relation to the items offered through the Services; (h) you shall promptly remove any and all offerings of items from the Services whenever these violate the Applicable Laws and Regulations or become otherwise prohibited in the relevant countries; and (i) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

Additionally, should you register an account, make purchases or otherwise use SkyCart’s Services in a capacity other than as a Merchant (e.g., as a Buyer), you agree to be bound by SkyCart’s User Terms of Service and Agreement, located at [ ] and those User Terms of Service and Agreement shall govern your conduct as a Buyer.

Modifications to this Agreement and Merchant Policies: We may modify any of the terms and conditions contained in this Agreement (or in any Merchant Policies) at any time and in our sole discretion. We shall notify you of such updated terms and conditions to this Agreement or the Merchant Policies by sending you an e-mail or other written notification through your account of such modifications. You are responsible for reviewing these notifications and informing yourself of all applicable modifications, changes or notices.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DISCONTINUE YOUR USE OF THE SERVICES. YOUR CONTINUED USE OF THE SERVICES FOLLOWING OUR POSTING OF A MODIFICATION (REGARDLESS OF WHETHER WE NOTIFY YOU OF SUCH MODIFICATION IN ADVANCE), WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.

Password & Account Security: You agree to keep your access credentials confidential and not to disclose such information to any other party other than a SkyCart representative without SkyCart's express written permission. You are solely responsible for keeping your access credentials confidential and secure. Accordingly, you are solely liable for all unauthorized activity and/or damage(s) resulting from your failure to maintain the security of your credentials or failing to keep them confidential. You agree to comply with all Sky Cart policies and agree to immediately notify SkyCart, in writing, of any unauthorized use of your credentials or any security incident involving your account or access credentials for your account. You also agree that SkyCart shall not be liable for any losses or damages arising from your failure to keep your password secure or any breach of security of your account resulting therefrom.

Account Information: You must keep your account information up-to-date and accurate at all times, including a valid name, address, phone number, and email address. To sell items on SkyCart you must provide and maintain valid payment information. You also agree to provide SkyCart with any additional information or authorizations as may be necessary for SkyCart to provide the Services under this Agreement. All payments to you will be remitted in conformance with our Fees and Payments Policy. Depending on the payment method you choose, you may be required to provide a valid United States tax identification number via Form W-9 or proof of residency outside the United States via Form W-8BEN/W-8BEN-E.

Account Transfer: You may not transfer or sell your SkyCart Merchant account and username to any third party. If you are registering as a business entity, you, as an individual, personally guarantee that you have the authority to bind such business entity to these Terms.

Right to Refuse Service: SkyCart reserves the right, in SkyCart's sole discretion, to cancel unconfirmed or inactive accounts and/or to refuse to offer the Services to you, for any (or no) reason and at any time.

3. Fees and Payment

Fees: SkyCart may require a one-time registration fee for use of the services as a Merchant; however, SkyCart may waive this fee, in its sole discretion. SkyCart will collect additional fees or other amounts from you, for your use of the Services, as set forth in its Fees and Payments Policy or as otherwise communicated to you by SkyCart. Except as set forth in Paragraphs 15 and 16 herein, you are responsible for paying all fees and applicable taxes associated with using the Services. Unless otherwise stated, all fees are quoted in U.S. dollars.

You may also incur fees through the use of various third party payment providers or processors. Any such payment provider or processor fees will be determined by any agreement you may have with such payment provider or processor, and SkyCart is not responsible for reviewing, advising on, or paying any such fees.

SkyCart reserves the right to change or discontinue, temporarily or permanently, some or all of the fees for the Services. Any change will be effective upon posting of a revised Fee and Payments Policy.

Payment: SkyCart will make payments to you, in connection with your use of the Services, as set forth in its Fees and Payments policy or as otherwise communicated to you by SkyCart.

Payment by SkyCart to you is considered made and complete upon transmission by SkyCart of the payment amount owed to you, to the payment method you have selected irrespective, of your receipt of payment from the payment provider or processor. Each payment provider or processor may have its own terms of use or other legal requirements, and SkyCart does not guarantee and is not liable for any services provided by such payment provider or processor (including, without limitation, any remittance of payment, security protocols or obligations to you, accurate and timely disbursal of payments to you, nonavailability of services, etc., of such payment provider or processor). Risk of loss and nonpayment from the payment provider or processor remains solely with you.

In addition to the above, SkyCart may elect, in its sole discretion, to delay the remittance and withhold the amounts payable to you, or any other payment due under these Terms or its Fees and Payments Policy, until such time as SkyCart receives confirmation of product delivery to Buyer. Transactions for which SkyCart cannot confirm delivery may be ineligible for payment.

In the event that SkyCart elects to remit an amount to you before the eligible payment date for such amount through a discretionary advance or advance made through your third party payment processor or provider, SkyCart may reduce your payment eligibility by the amount of said advance either immediately or as soon thereafter as reasonably practicable.

Moreover, if SkyCart determines that your actions or performance may result in returns, claims, disputes, violations of these Terms or our Merchant Policies, or other risks to SkyCart or third parties, then SkyCart may, in its sole discretion, withhold any payments to you for as long as SkyCart determines any related risks to SkyCart or third parties persist. Further, if SkyCart determines that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to violate these Terms or our Merchant Policies, then we may, in our sole discretion, permanently withhold any payments to you. In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, claims, disputes, violations of these Terms or Merchant Policies, or other risks to SkyCart or third parties. These amounts may be refundable or nonrefundable in the manner we determine, in our sole discretion, and failure to comply with the terms of this Agreement, including any Merchant Policies, may result in their forfeiture.

4. Listing and Selling

Listing Description: By listing an item on the Services you warrant that you and all aspects of the item comply with these Terms and Merchant Policies. You also warrant that you are authorized to legally sell the item in all locations that you list your item for sale. You must accurately describe your item and your listings. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the “in stock” quantity is more than one, all items in that listing must be identical.

Binding Sale: All sales are binding on you and the Buyer. You are obligated to ship the applicable order in a prompt manner, but in any event no less than five (5) business days, after a sale is made over the Services or you otherwise complete the transaction with the applicable Buyer. Any costs arising from not completing orders in a timely manner shall be borne by you.

Return & Cancellation Policy: We may allow a Buyer to return a product in limited circumstances in accordance with our Return & Cancellation Policy, which may be found at [ ]. You shall comply with all terms in our Return & Cancellation Policy.

Third-Party Service Providers: To the extent you use any third party to facilitate any portion of your use of the Services, including without limitation your listings, sales, fulfillment, system notifications or changes, customer support or other functions, you agree to hold all such third parties to the same obligations as you have under these Terms, including proper protection and usage of User Data. You agree that you shall be responsible for and SkyCart shall not be liable for any acts, conduct, errors, omissions, losses, claims or other issues resulting from your use of such third party’s services.

Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. You must not charge excessive shipping fees, but you may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. You may not do anything intended to or having the effect of avoiding any fees, or otherwise intended to violate these Terms, including without limitation, altering the item's price after a sale, misrepresenting the item's location, or using another Merchant's account without permission.

Nonconformity, Defects or Other Issues with Items: You are responsible for any nonconformity or defect in, or any recall (public or private, voluntary or mandatory) of, as well as any other safety concerns related to, the items you list for sale. You will notify SkyCart immediately after you become aware of any recall-related to your items. You must promptly remove all such recalled items from the Services.

If we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of these Terms or Merchant Policies, or cause any other risks to SkyCart, its users or other third parties, then SkyCart (at its sole discretion) may mitigate such risks, including, without limitation, by issuing customer refunds, issuing fines, withholding, offsetting or retaining amounts otherwise due to you, suspending your account or taking any other actions SkyCart deems appropriate for so long as SkyCart (in its sole discretion) believes your items might pose continued risks to SkyCart, its customers or other third parties.

If you offer a product for sale through our Services that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide in your listing such warning in the manner compliant with applicable law, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required.

5. Prohibited, Questionable and Infringing Items and Activities

You are solely responsible for your conduct and activities on or relating to the Services and any and all data, information, text, usernames, graphics, images, photographs, audio, video, profiles, products, listings, items, and links that you submit, post or display on the Services (collectively, “Content”).

Your Content, use of (or activity on) the Services, and products sold over the Services shall not:

  1. Be false, inaccurate or misleading;

  1. Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy. Such prohibited behavior includes, without limitation, (i) selling or displaying items portraying the likeness of a celebrity (including portraits, pictures, names, signatures and autographs); (ii) selling or displaying items bearing a third-party brand or trademark that you are not authorized to display in such manner; or (iii) selling any pirated video or recording;

  1. Be obscene or contain unwarranted pornography, nudity, or adult material;

  2. Solicit business for, direct sales to, or promote any website, service, or entity outside of the Services;

  1. Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

  1. Violate these Terms, the Merchant Policies, the policies of app stores where SkyCart’s apps are available (including Google Play and the Apple App Store) or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

  1. Contain images that are not part of a product listing;

  1. Post fraudulent, inaccurate or misleading reviews of Merchants or items (and instead shall always disclose all information a reasonable shopper would want to know about your review, including whether you were provided any compensation or other benefits to write your review);

  1. Be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including SkyCart staff or other Merchants), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;

  1. List any item on SkyCart (or consummate any transaction), link directly or indirectly to, reference or contain descriptions of goods or services that (i) are prohibited under these Terms, SkyCart’s Terms of Use, the Merchant Policies, or are prohibited in any other policy documents as posted by SkyCart; (ii) are prohibited in any of the countries in which the items are offered for sale; or (iii) could cause SkyCart to violate any applicable law, statute, ordinance or regulation, or that violates these Terms or any document incorporated herein;

  1. Involve the sale of items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) or any other regulator that has jurisdiction in the countries in which the items are offered as hazardous to consumers and therefore subject to a recall;

  1. Crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services through any means

  1. Decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services;

  1. Modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with SkyCart;

  1. Violate the security of any computer network, or crack any passwords or security encryption codes; or

  1. Violate any export, import or trade control laws, regulations or orders applicable to the export, re-export, transfer, import, sale or use of Products sold under this Agreement (collectively, “Trade Control Laws”). Without limiting the foregoing, you shall not sell, transfer, export or re-export to, or otherwise provide Products under this Agreement, directly or indirectly, (i) to any country (or national or government thereof), state, territory, or region, that is subject to sanctions measures issued or adopted from time to time by U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or any other applicable sanctions, including the sanctions laws of any other country with jurisdiction over you (collectively, “Sanctions”); (ii) to any person to whom delivery is prohibited under Trade Control Laws or Sanctions, including, without limitation, to any person or entity identified on (A) the Denied Persons List as maintained by the U.S. Department of Commerce Bureau of Industry and Security or (B) the list of Specially Designated Nationals and Blocked Persons as maintained by OFAC, or (iii) for any end-use prohibited under Trade Control Laws or Sanctions, including, without limitation, for any missile, chemical weapons or nuclear end uses).

If SkyCart determines, in its sole discretion, suspects, or is informed that you are selling goods or engaging in acts in violation of any of the foregoing prohibited activities (including, without limitation, selling goods that are counterfeit, illegal, or violate third-party rights) then, without limiting any of SkyCart’s rights under these Terms or at law, SkyCart may in its sole discretion suspend, freeze, terminate or restrict your selling privileges, issue fines against you, cause payments to you to be withheld or forfeit or take any other actions as SkyCart may deem to be appropriate or as may be permitted or required by law.

6. Content

License: You hereby grant SkyCart a royalty-free, non-exclusive, worldwide, perpetual, sublicensable, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, excerpt, analyze, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner your Content in any medium or in any format and for any purpose, including, without limitation, for the advertising, marketing, or promotion of SkyCart or the Services. For the sake of clarity, nothing in these Terms will prevent or impair our right to use your Content without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

Reposting Content: By posting Content on the Services, an outside website or other third party may gain access to and re-post such Content. You agree to indemnify, defend and hold SkyCart harmless for any dispute relating to such re-posting.

Privacy, Legal Requirements, Protection of SkyCart and Others:

When you use the Services, you may obtain personal information from or about another SkyCart consumer and/or user (“User Data”). Your use of User Data shall comply with applicable data protection laws, including without limitation Europe’s General Data Protection Regulation. Unless you obtain valid consent from the individuals described by the applicable User Data, you shall only use User Data in connection with the corresponding transaction with such user (e.g. shipping and fulfillment) or as necessary to meet your statutory legal requirements, such as tax and reporting requirements. You shall employ reasonable and appropriate measures to safeguard User Data from misuse, loss, destruction or unauthorized access or use. You acknowledge and agree that if SkyCart determines in good faith that additional agreements are necessary for compliance with applicable data protection laws, you will promptly review and accept such agreements or cease using the Services or applicable portions thereof, such as sales into the European Union.

Without limiting the foregoing, without express opt-in consent from the user, you shall not add any SkyCart user to your email or physical mail list, and shall not upload, access or use tracking technologies (such as browser cookies, web beacons or flash cookies) as part of any item listing. SkyCart does not assume any responsibilities or liabilities for disputes between you and users for using User Data without authorization.

Furthermore, you acknowledge and agree that your own personal information will be collected and used as described in SkyCart's Privacy Policy. SkyCart reserves the right to access, read, preserve, and disclose any Content or other information that SkyCart in good faith believes is necessary to comply with law or court order; respond to legal, regulatory, or commercial claims; enforce or apply SkyCart’s Merchant Policies, guidelines or other agreements; or protect the rights, property, or safety of SkyCart, its employees, users, or others. In connection with your use of the Services, and subject to the above, you understand and agree that SkyCart may disclose certain information about you to suppliers, consumers, regulators or other third-parties, including without limitation your:

  • Name

  • Email Address

  • Payment Method or Financial Account Information

  • Shipping Address

  • Phone Number

  • Social network account credentials

  • Sales Information

  • SkyCart identifications or usernames

7. Arbitration and Class Action Waiver

BY AGREEING TO THESE TERMS, YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR LISTING OR SELLING OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

We encourage resolving disputes amicably and efficiently, and most Merchant concerns can be resolved quickly and to your satisfaction by emailing our support team at support@skycart.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other party, by certified mail, a written Notice of Dispute (“Notice”). The Notice to SkyCart should be sent to PO BOX 1673, Elyria, Ohio 44036, USA (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If SkyCart and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or SkyCart may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you are SkyCart is entitled.

If you reside in the United States, any dispute will be resolved by binding arbitration to be held in the county in which you reside or any location agreed upon between you and us in writing; provided however, that either party may seek preliminary injunctive relief pending arbitration to prevent irreparable harm. If you reside outside the United States, the arbitration shall be initiated in Elyria, Ohio. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules) then in effect, except as modified by this Section. The AAA Rules are available at https://www.adr.org/Rules. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

You agree to arbitration on an individual basis. In any dispute, NEITHER YOU NOR YOUR AFFILIATES WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, SkyCart will pay the additional cost. SkyCart shall also bear the cost of any arbitration fees unless the arbitrator finds your claims, defenses, or other fee-generating activity to be asserted or conducted for an improper purpose or frivolous. You are responsible for all other additional costs that you may incur in the arbitration including, without limitation, attorneys’ fees and expert witness costs unless SkyCart is specifically required to pay such feeds under applicable law.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

RELEASE: IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY DO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF YOUR RESIDENCE.

You have the right to opt out of the provisions of this Section by sending a timely written notice of your decision to opt out to the Notice Address, within 30 days after first becoming subject to this Section. Your notice must include your name and address, your merchant ID (if any), the email address you used to set up your account (if you have one), and a clear statement that you want to opt out of this arbitration Section. If you opt out of this Section, all other parts of this Agreement will continue to apply to you. Opting out of this Section has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

Limitation on Time to File Claims. Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

8. SkyCart's Intellectual Property

You acknowledge and agree that the Services may contain images and descriptions of products and other content (collectively, "Service Content") that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Service Content, in whole or in part. Any use of the Services or the Service Content other than as specifically authorized herein is strictly prohibited. The technology underlying the Services (including the software distributed in connection therewith) is the property of SkyCart, our Affiliates and our partners. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Services (including the software distributed in connection therewith). Any rights not expressly granted herein are reserved by us.

The SkyCart name and logos are trademarks and service marks of SkyCart (collectively, the “SkyCart Trademarks”). Other company, product and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. Nothing in these Terms should be construed as granting, by implication, estoppel or otherwise, any license or right to use any SkyCart Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of SkyCart Trademarks will inure to our exclusive benefit.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use in connection with the Services. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, SkyCart or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

9. Access and Interference

Much of our information is updated on a real-time basis and is proprietary or is licensed to SkyCart by SkyCart's Merchants or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access SkyCart for any purpose whatsoever, except to the extent expressly permitted by and in compliance with these Terms and Merchant Policies, without SkyCart's prior express written permission. Additionally, you agree that you will not:

  • Interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or

  • Take any action that imposes, or may impose, in SkyCart's sole discretion, an unreasonable or disproportionately large load on SkyCart's infrastructure.

10. Breach

Without limiting any other available remedies, SkyCart may, without notice to you, and without refunding any fees to you, delay or immediately remove Content, warn SkyCart's community of your actions, issue a warning to you, restrict your selling privileges, prohibit your access to the Services, temporarily or indefinitely suspend or freeze your account privileges, terminate your account, issue fines against you, cause payments to you to be withheld or forfeit, take any other actions as may be required by law, and/or take technical and legal steps to keep you off the Services if: (i) you breach these Terms (including, without limitation, any Merchant Policies); (ii) SkyCart is unable to verify or authenticate any of your personal information or Content; or (iii) SkyCart believes that you are acting inconsistently with the letter or spirit of SkyCart's Merchant Policies, have engaged in improper or fraudulent activity in connection with SkyCart or your actions may cause legal liability or financial loss to SkyCart or other Merchants using the Services.

11. Warranty Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SKYCART (FOR ITSELF AND ITS AFFILIATES AND LICENSORS) EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM SKYCART SHALL CREATE ANY WARRANTY.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SKYCART IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM ANY MATERIALS YOU ACCESS OR DOWNLOAD FROM THE SERVICES.

IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12. Liability Limit

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, WARRANTY, STRICT LIABILITY, OR OTHERWISE) SHALL SKYCART (OR ITS AFFILIATES OR LICENSORS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF SKYCART, ITS AFFILIATES OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.

THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT SKYCART SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE SERVICES.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT SKYCART IS LIABLE TO YOU EXCEED THE GREATER OF (i) $100 OR (ii) THE AMOUNTS PAID BY YOU TO SKYCART IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SKYCART AND YOU.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU DESPITE THE “GOVERNING LAW” SECTION OF THESE TERMS, THE ABOVE APPLIES ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IF YOU ARE DISSATISIFED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

13. Indemnity

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE US AND AGREE TO INDEMNIFY, DEFEND AND HOLD SKYCART, ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR IN ANY WAY RELATED (A) YOUR ACTUAL OR ALLEGED BREACH OF ANY OBLIGATIONS IN THIS AGREEMENT (INCLUDING ANY OF OUR MERCHANT POLICIES); (B) YOUR PRODUCTS, SERVICES OR CONTENT, INCLUDING, WITHOUT LIMITATION, ANY ACTUAL OR ALLEGED INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS, VIOLATION OF ANY PRIVACY RIGHT OR THIRD-PARTY AGREEMENT, VIOLATION OF ANY APPLICABLE LAWS, RULES, OR REGULATIONS, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE RELATED THERETO; (C) YOUR USE OF THE SERVICES (INCLUDING ANY ACTIONS TAKEN BY A THIRD PARTY USING YOUR ACCOUNT); AND (D) YOUR TAXES (AS DEFINED BELOW). YOU WILL USE COUNSEL REASONABLY SATISFACTORY TO US TO DEFEND EACH INDEMNIFIED CLAIM. IF AT ANY TIME WE REASONABLY DETERMINE THAT ANY INDEMNIFIED CLAIM MIGHT ADVERSELY AFFECT US, WE MAY TAKE CONTROL OF THE DEFENSE AT OUR EXPENSE. YOU MAY NOT CONSENT TO THE ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT OF A CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value-added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with your use of the Services, any advertisement, offer or sale of products, services or Content by you on or through or in connection with the Services. This defined term also means any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by SkyCart or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of products, services or Content and other materials owned by you and stored by SkyCart, shipping, or other actions by SkyCart. “Your Taxes,” however, does not include any taxes collected and remitted by SkyCart directly from Buyers as required by the laws of a particular state (or that SkyCart in its sole discretion determines is required by the laws of a particular state) or as disclosed in the Tax Policy.

14. Insurance

If requested by SkyCart, and within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of your use of the Services general commercial, umbrella or excess liability insurance with the limits per occurrence and in aggregate requested by us covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming SkyCart and its Affiliates and assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage.

15. Taxes; Legal Compliance

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that SkyCart chooses or is required to calculate, collect directly from the Buyer, and remit taxes according to applicable law.

Notwithstanding or limiting in any way the foregoing, you shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of any Service and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the SkyCart may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

16. Customs Duty and Indirect Taxes

Due to separate and applicable tax jurisdictions, purchases shipped internationally may be subject to specific sales, customs duties, goods and services taxes (GST) or value-added taxes (VAT), and the shipping time and associated cost may increase. You are solely responsible for compliance with all import/export laws, including proper classification and valuation of goods. The Buyer is the importer of record in the destination country and is responsible for complying with all laws and regulations of the destination country, including payment of customs duties and fees levied by the destination country. SkyCart has no control over such charges and is not responsible for any import/export related procedures or fees.

In an effort to maintain compliance with U.S. or international tax law, SkyCart may require you to provide a valid indirect tax registration number to sell on our marketplace, and you may be required to remit indirect taxes as the result of conducting business. As a result, we strongly encourage you to consult your own tax experts and register for indirect taxes based on your acts and circumstances.

You agree that you are responsible for all indirect tax collection and payment among all parties of this agreement, unless SkyCart chooses to collect and remit tax as disclosed in its Tax Policy.

17. Severability

If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

18. Survival

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding SkyCart’s ownership or intellectual property rights or any terms regarding disputes between the parties hereto. The failure by us to enforce any right or provision in these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized represented of SkyCart.

19. Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

20. Confidentiality

During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain SkyCart's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other person or entity; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

21. Use of SkyCart Transaction Information

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any SkyCart Transaction Information (defined below), except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you use best efforts to ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information; (b) use any SkyCart Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable law; (c) contact a person or entity that has ordered your product, service or Content with the intent to collect any amounts in connection therewith or to influence that person or entity to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being a SkyCart user. In addition, you may only use tools and methods that we designate to communicate with SkyCart users regarding transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of products, services or Content. “SkyCart Transaction Information” means, collectively, order information and any other data or information acquired by you or your Affiliates from SkyCart, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.

22. Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms (or any of our Merchant Policies), for any failure or delay in our performance under this Terms when and to the extent such failure or delay is caused by or results from acts or circumstance beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

23. Relationship of Parties

You and SkyCart are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on SkyCart’s behalf. This Agreement will not create an exclusive relationship between you and SkyCart. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of SkyCart, you, and customers. As between you and SkyCart, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

24. Electronic Communications

You agree to receive communications from SkyCart electronically, such as emails, texts, mobile push notices, or notices and messages on the Services, and to retain copies of these communications for your records. You agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that SkyCart provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.”

To give us notice under these Terms, you must contact us as follows: (i) by email at info@skycart.com; or (ii) by personal delivery, overnight courier, or registered or certified mail to PO BOX 1673 Elyria, Ohio 44036 USA. We may update the email address or address for notices to us by posting a notice on our website. Notices provided by personal delivery will be effective immediately. Notices provided by email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

25. Assignment

You may not assign any of your rights and duties under this Agreement to any other party without the prior express written consent of SkyCart.

26. Choice of Law

These Terms are governed by and will be construed under the laws of the State of Ohio, without regard to the conflicts of laws provisions thereof.

27. Feedback and Other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us (collectively, “Feedback”), SkyCart will consider such Feedback to be non-confidential and non-proprietary. SkyCart shall have no obligations concerning the Feedback, and SkyCart will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing Feedback in any manner, without any restriction or compensation to you. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

Any terms not defined herein shall have the meaning ascribed to them in SkyCart’s Merchant Terms and Service and Agreement.

When a Buyer purchases a product via the Services, SkyCart will hold one hundred percent (100%) of the list price in escrow until such product is delivered to the buyer. Once delivery is confirmed with a verified tracking number, SkyCart shall release eighty-eight percent (88%) of the price to the merchant and will keep twelve percent (12%) of the price. The released funds shall be sent to the merchant via Payoneer or Paypal.

Should the Merchant use additional services or product features related to the sales of items through or in connection with SkyCart’s services, these services or product features may be subject to certain additional or different fees as communicated by SkyCart. In the event SkyCart introduces a new service or product feature related to the sales of items through or in connection with SkyCart’s services, the fees for that service or product feature will be effective upon the launch of the service or product feature. Unless otherwise stated, all fees are quoted in U.S. Dollars.

Except as set forth in the Merchant Terms of Service and Agreement or the Tax Policy, Merchant is responsible for paying all fees and applicable taxes associated with using and selling on SkyCart.

The website located at www.skycart.com, as well as the SkyCart mobile application (collectively the “Website”) are published, owned, and operated by Logistic Cart, LLC dba SkyCart, an Ohio limited liability company, its affiliates and related entities (“SkyCart,” “we,” “us,” and “our”). These Terms of Service (these “Terms”) govern your access to and use of the Website. As used herein “Affiliate” shall mean with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

By clicking the “I accept” button during the log-in process, or otherwise accessing, browsing, submitting information to and/or using the Website, you agree and acknowledge on your own behalf (referred to throughout these Terms as “you”) that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to these Terms, please do not use the Website.

You should note that Paragraph 17 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions. Please read and review Paragraph 17 carefully. You indicate your acceptance to these Terms by clicking the “I accept” button in accordance with these Terms. Indicating acceptance establishes a binding and executed written agreement between you and SkyCart. If you do not accept these Terms, you cannot use the Services.

1. Services; Purpose of the Website.

You understand and agree that SkyCart is a technology platform that provides a marketplace in which individuals or businesses can list and sell certain products (“Merchants”) , and individual buyers, like you, can browse and purchase such products (“Buyer,” “User,” “You,” “Your”). The Website is provided solely for the purposes of facilitating your identification of desired products for purchase and Merchants that sell said products, for informational purposes and the purposes of enabling communication between you, the Merchant and SkyCart (collectively, the “Services”). The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to the Services or the Merchant.

In using the Services, you acknowledge the Merchant is solely responsible for the product sold, the shipping of the product and any related returns or other post-sale matters. All purchases are made directly (and any contract for purchase and sale is) between the Merchant and Buyer. SkyCart is not responsible or liable for any products sold by Merchants, nor any warranties or representations made by Merchants in the promoting or selling of such products. SkyCart is also not responsible nor liable for any content, feedback, warranties or representations made or posted by Merchants, Buyers, or outside third parties on SkyCart.

We work hard to ensure our Website and Services are working properly and accurate in all possible aspects, however we do not warrant the accuracy, completeness, or usefulness of the Website and/or the Services and any information contained therein at any particular time. Any reliance you place on such information, the Merchant or Merchant products is strictly at your own risk and subject to and terms and conditions of sale effected between you and the Merchant. SkyCart disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to our Website, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by SkyCart through the Website shall be handled in accordance with these Terms and the Website’s Privacy Policy, which is hereby incorporated by reference.

2. Use of the Website; Services.

SkyCart grants you a non-exclusive right to access and use the Website, Services and the data, information, text, usernames, graphics, images, photographs, audio, video, profiles, products, listings, items and links submitted, posted or displayed therein (collectively, the “Content”) solely for your personal use and not for the purposes or benefit of a third party. Your right to access and use the Website shall be limited to non-commercial purposes unless you are otherwise expressly authorized by SkyCart to use the Website and Services for commercial purposes. You agree to use the Website and Services only for lawful purposes, comply with all rules governing any transactions on and through the Website and comply with applicable laws.

3. User Account and User Responsibility.

In creating an account and accessing the Services, you are warranting and representing that you live in the United States and are eighteen (18) years of age or older and capable of legally entering into a binding contract to use the Services and purchases goods or services from a Merchant.

If you are given or create a password or other credential to access the Website and Services, or should you choose to use your credentials established with a social media service provider, you are responsible for maintaining the confidentiality of your account and your credentials. You agree to not share your account with any other individuals and are responsible for all activities that occur under your account. You agree to notify SkyCart immediately of any unauthorized use of your account. SkyCart is not responsible for any loss or damages that you may incur as a result of any unauthorized person using your account or your password.

4. Processing Payments to Merchants

In creating an account with SkyCart, you will authorize a payment card or other online method of payment for the processing of any payments to purchase products from a Merchant. You hereby acknowledge, accept and authorize SkyCart to securely process such payments through a contracted third party card processor or online payment processor. At no time will SkyCart possess or have access to your payment card information or online payment account information.

Upon submission of your order, SkyCart will immediately authorize the applicable charge to your payment card or online payment account through its trusted third party processor. In accordance with its Merchant agreement and policies, SkyCart will direct the remittance of payment to the Merchant upon your receipt of the product, less any agreed fees due to SkyCart for payment for the Services. In accepting these Terms, you consent to such payment processing and any other required steps to facilitate the procurement and shipment of any products on your behalf.

5. Prohibited Uses. You agree that you will not:

  • Use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of them;

  • Attempt to gain unauthorized access to any Website account, computer systems or networks associated with SkyCart or the Website;

  • Obtain or attempt to obtain any materials or information through the Website by any means not intentionally made available or provided by SkyCart;

  • Use any robot, spider, or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;

  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;

  • Purchase any illegal items;

  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack;

  • Impersonate or attempt to impersonate SkyCart, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); or

  • Threaten, harass or engage in any other activity that might otherwise harm or otherwise infringe the rights of any Company employee, Merchant or other user of the Services.

If SkyCart determines, in its sole discretion, suspects, or is informed that you are engaging in acts in violation of any of the foregoing prohibited activities then, without limiting any of SkyCart’s rights under the Terms or at law, SkyCart may in its sole discretion suspend, freeze, terminate or restrict your privileges, issue fines against you, or take any other actions as SkyCart may deem to be appropriate or as may be permitted or required by law.

6. Notice and Consent to Receipt of Text (SMS) Messaging and Phone Calls.

You may have the opportunity to receive SMS or "text" messages, pre-recorded voice messages or auto-dialed phone calls from SkyCart, its Affiliates and related entities as well as third parties. Such messaging may be used to authenticate your identity or mobile device, as well as provide you informational updates about services or products you may have requested. In providing your mobile device number or cell phone number to SkyCart, you knowingly consent to such communications from SkyCart or for SkyCart to use your cell phone number or mobile device number in accordance with SkyCart’s Privacy Policy. In providing your number and accepting these Terms, you represent that you have the authority to agree to receive text messages at the telephone number that you provide to SkyCart, or from which you sent the text message request to us. You further acknowledge that no purchase is required to opt into this service, and you may opt out at any time by following instructions from SkyCart and as described in the Privacy Policy.

Not all mobile devices or handsets may be supported by this service. SkyCart and any mobile carriers are not liable for delayed or undelivered messages. Message and data rates may apply to any text messages. Message frequency depends on the nature of your request. You hereby agree to be responsible for all costs, charges and fees you incur from your service or device provider as a result of choosing to receive such messages from SkyCart.

7. Third Party Sites.

The Website may contain links to websites controlled or operated by persons and companies other than SkyCart (“Linked Sites”). Linked Sites are not under the control of SkyCart, and SkyCart is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. SkyCart is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. SkyCart is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by SkyCart of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support SkyCart or are identified in the Website, including any delivery of and payment for goods and services.

8. Third-Party Applications.

You acknowledge that your access and use of any third-party applications or software on our Website and Content (the “Third-Party Applications”) is at your discretion and risk, and SkyCart has no liability to you arising from your use of the Third-Party Applications. SkyCart hereby disclaims any representation, warranty, or guaranty regarding the Third-Party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-Party Applications, and you agree to indemnify and hold SkyCart harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with the use or performance of the Third-Party Applications.

9. Intellectual Property Notices.

The Website and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Website or Content in any manner, except as expressly permitted by SkyCart in these Terms. The Website or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of SkyCart or applicable owner.

Questions or complaints regarding the use of any intellectual property provided on the Website should be directed to [ ].

10. Your Content.

Any content you post, use to log-in, create or own or to which you have a license and use on the Website is “Your Content”. In sharing Your Content on the Website, you warrant and represent you have the legal right to use Your Content and grant SkyCart an irrevocable, royalty-free, fully paid up, worldwide, non-exclusive license to use Your Content in providing any Website Services as described in these Terms and in any posted policies on the Website. You agree SkyCart is free to use Your Content without restriction and without compensation, provided such use complies with these Terms and the Privacy Policy. You agree Your Content is not confidential or proprietary. The Services may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require our Company systems to access, store, and scan Your Content.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Your Content, copyrighted materials and trademarks that you see, hear, and use on the Website. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, SkyCart or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

11. Feedback and other Information

The Services may provide Buyers or Merchants the ability to provide Feedback in the form of reviews and ratings suggestions, comments, ideas, improvements or other feedback or materials to us (collectively referred to as “Feedback”). While SkyCart bears no responsibility or liability for the validity such reviews or ratings, or any damages or liabilities arising from the posting of such feedback, SkyCart is committed to maintaining a productive and helpful discourse about the experiences of Buyers and Merchants. The integrity of such feedback is essential to such a discourse. Therefore, following guidelines are in place and SkyCart shall enforce the guidelines, including removing any feedback that does not comply with such guidelines, in its sole evaluation.

  • Feedback shall only be offered by individuals with first-hand accounts of the addressed experience.

  • You will refrain from providing feedback on any Merchant with which you have a conflict of interest in the form of an ownership or employment interest, competitive stake

  • No paid or sponsored feedback is permitted.

SkyCart shall not be liable for any Feedback it chooses to remove for violations of these guidelines. SkyCart will consider such Feedback to be non-confidential and non-proprietary. SkyCart shall have no obligations concerning the Feedback, and SkyCart will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing Feedback in any manner, without any restriction or compensation to you.

12. United States Only.

SkyCart is based in the state of Ohio in the United States. SkyCart provides this Website for use only by persons located in the United States. We make no claims that the Website, the Services, or any of its contents are accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries.

13. Disclaimer.

ALL INFORMATION OR SERVICES PROVIDED BY SKYCART TO YOU VIA THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. SKYCART AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, SKYCART AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE WEBSITE OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE WEBSITE. YOU SPECIFICALLY ACKNOWLEDGE THAT SKYCART AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE WEBSITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER SKYCART NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE WEBSITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. SKYCART FURTHER MAKES NO WARRANTY THAT THE WEBSITE WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT SKYCART, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE WEBSITE OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST SKYCART FOR DISSATISFACTION WITH THE WEBSITE OR THE CONTENT IS TO CEASE YOUR USE OF THE WEBSITE AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

14. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL SKYCART OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE WEBSITE, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE WEBSITE OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE WEBSITE, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF SKYCART OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE WEBSITE SUBJECT TO THESE TERMS OF SERVICE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”

15. Indemnity.

You agree to defend, indemnify and hold harmless SkyCart and its Affiliates, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website, including, but not limited to, any use of the Website Content, Services, or products other than as expressly authorized in these Terms or your use of any information obtained from the Website.

16. Termination and Restriction of Access.

In addition to any other remedies available under law or these Terms, including without limitation monetary and nonmonetary damages, a violation of these Terms can lead to a cancellation of your purchase. In its sole discretion, SkyCart may terminate or suspend your access to the Website and Services for breach of these Terms. SkyCart shall not be liable for any losses or damages arising from any such termination of service.

The forgoing notwithstanding, at its sole discretion, SkyCart reserves the right to modify or terminate the Services at any time for any reason and shall not be liable to you or any third party for any losses or damages resulting from any modification or termination.

17. Arbitration.

BY AGREEING TO THESE TERMS, YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

We encourage resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to your satisfaction by emailing our support team at support@skycart.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other party, by certified mail, a written Notice of Dispute (“Notice”). The Notice to SkyCart should be sent to PO BOX 1673, Elyria, Ohio 44036, USA (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If SkyCart and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or SkyCart may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you are SkyCart is entitled.

If you reside in the United States, any dispute will be resolved by binding arbitration to be held in the county in which you reside or any location agreed upon between you and us in writing; provided, however, that either party may seek preliminary injunctive relief pending arbitration to prevent irreparable harm. If you reside outside the United States, the arbitration shall be initiated in Elyria, Ohio. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section. The AAA Rules are available at https://www.adr.org/Rules. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR YOUR AFFILIATES WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, SkyCart will pay the additional cost. SkyCart shall also bear the cost of any arbitration fees unless the arbitrator finds your claims, defenses, or other fee-generating activity to be asserted or conducted for an improper purpose or frivolous. You are responsible for all other additional costs that you may incur in the arbitration including, without limitation, attorneys’ fees and expert witness costs unless SkyCart is specifically required to pay such feeds under applicable law.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

RELEASE: IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY DO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF YOUR RESIDENCE.

You have the right to opt out of the provisions of this Section by sending a timely written notice of your decision to opt out to the Notice Address, within 30 days after first becoming subject to this Section. Your notice must include your name and address, your user ID (if any), the email address you used to set up your account (if you have one), and a clear statement that you want to opt out of this arbitration Section. If you opt out of this Section, all other parts of this Agreement will continue to apply to you. Opting out of this Section has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

18. Limitation on Time to File Claims.

Any cause of action or claim you may have arising out of or relating to these Terms or the Website must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

19. Governing Law & Jurisdiction.

These Terms are governed by the laws of the State of Ohio, U.S.A. without regard to the conflicts of laws provisions thereof.

20. Changes to these Terms of Service.

SkyCart may update or change these Terms from time to time, in its sole discretion, in order to reflect changes in any offered Services, changes in the law, or for other reasons as deemed necessary by SkyCart. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. We shall notify you of such updated terms and conditions to these Terms or other applicable SkyCart policies by sending you an e-mail or other written notification through your account of such updates. You are responsible for reviewing these notifications and informing yourself of all applicable updates, changes or notices. IF ANY UPDATE IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DISCONTINUE YOUR USE OF THE WEBSITE. Your continued use of the Website and Services after any such change (regardless of whether we notify you of such change in advance) shall constitute your consent to such change(s).

21. General.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and SkyCart as a result of these Terms or use of the Website. You may not assign these Terms without the prior written consent of SkyCart in all instances. SkyCart may assign these Terms, in whole or in part, at any time. SkyCart’s performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of SkyCart’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by SkyCart with respect to such use.

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and SkyCart with respect to the Website, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and SkyCart. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

22. Company Contact Information.

Questions and complaints can be directed to SkyCart at: [ ].