Terms of Service

Last Updated November 16, 2018

Welcome! Our Terms of Service is divided into two (2) segments; Terms of Service for Customers and Terms of Service for Merchants.

Service Terms for Customers

1. Introduction

Thank you for choosing Onecart as your premier Virtual Marketplace! These Terms of Service (“Terms”) govern your use of Onecart’s Platform, and are entered into by you and Onecart, a registered business in the Cooperative Republic of Guyana.

By using our Service, you agree that (i) Onecart may access and use your Personal Information (e.g., your name, shipping address, billing addresses, phone numbers and email address) in accordance with our Privacy Policy, (ii) we may share this Personal Information, along with your orders with our delivery personnel and Merchants, for their analytics purposes, (iii) Merchants may also use your personal information to offer product recommendations and promotions, and (iv) if you belong to Merchant membership or account-linking programs, this information may also be used by them according to their programs’ terms.

Our Service comprise a platform that presents you with a set of one or more Merchant virtual storefronts from which you can order goods for delivery by our delivery staff to your location or where ever you request your orders to be delivered that is within our coverage area. Picking and packing may be performed by third parties including a Merchant or third party logistics provider.

When you use our Service to place an order for products, you authorize the purchase and delivery of those products from the Merchants you select. Unless otherwise specified, you acknowledge and agree that Onecart is acting as your agent in the receipt and delivery of goods purchased by you and are not the seller of the goods to you, unless if you placed an order from our store. You agree that your purchase is being made from the Merchant you have selected, that Merchant is the Merchant of record, and that title to any goods passes to you when they are purchased at the applicable Merchant’s store.

You also acknowledge and agree that, except as expressly provided for otherwise in these Terms or a separate agreement between you and Onecart, Onecart does not form any employment or agency relationship with you and does not hold title to any goods that you order through our Service.

Unless otherwise indicated, all prices and other amounts are in the currency of the jurisdiction where the delivery takes place.

Occasionally there may be information on our Service that contains typographical errors, inaccuracies, or omissions that may relate to pricing, product descriptions, promotions offers, and availability. Onecart reserves the right to correct any errors, inaccuracies or omissions and to change or update information or refuse or cancel orders if any information on our Service is inaccurate at any time without prior notice (including after you have submitted your order).

2. Interpretation

“we,” “us,” “our,” and “Onecart” refers to the company Onecart;
“you,”  means the applicant, if registering for or using our Marketplace as a Customer;
“Service,” and “Merchant Service,” refers to all activities relating to our Marketplace;
“Services” means all activities relating to our company, including our Delivery Service;
“Customer” means individuals that may use our Platform to purchase items;
“Local Currency” refers to Guyana Dollars and;
“Platform” refers to Onecart’s website;

3. Your onecart Account

We recommend that you create your own Onecart Customer account to access our Service. As a Customer you will be offered several Payment options to choose from. Merchants that have created Merchant accounts are automatically regarded as Customers and can use their Merchant account to shop like any other Customer. We may request that you submit payment to us via a method that you did not select upon checkout but is listed in the Payment Options. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. Onecart does sell products to children, but it sells them to adults, who can purchase with a permitted payment method. If you are under 18, you may use the Onecart’s Service only with involvement of a parent or guardian. Onecart may terminate or suspend your Customer account at any time for any reason. If any suspension or termination of your Customer account by Onecart results in you not receiving an order placed before such suspension or termination, you will receive a full refund for such order.

4. Onecart Communications

By creating a user account with Onecart, you agree to accept and receive communications from Onecart via email, text message, calls, and push notifications to any cellular telephone number you provided to Onecart. Onecart may contact you to request feedback about your experience with the item(s) and/or any Merchant. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Onecart. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may opt out of such communications at any time in Your Account Settings. You may also opt-out of receiving text messages from Onecart by replying “STOP” from the mobile device receiving the messages.

5. Use of our Service

Onecart grants you a limited, non-exclusive, non-transferable, and revocable license to use our Service for it’s intended purpose subject to your compliance with these Terms and Onecart’s policies. You may not copy, modify, distribute, sell, or lease any part of our Service. Unless such restriction is prohibited by law or you have Onecart’s written permission, you may not reverse engineer or attempt to extract the source code of our platform. You may only access our Service through the interfaces that Onecart provides for that purpose (for example, you may not “scrape” our Service through automated means or “frame” any part of our Service), and you may not interfere or attempt to disrupt our Service.

We’re constantly modifying and improving our Service. Onecart may introduce new features, change existing features, or remove features from our Service at any time and without notice. If you provide Onecart with any feedback on or comments regarding our Service, you grant Onecart the right to use such feedback or comments for any purpose without restriction or payment to you.

6. Promotions and Coupons

Ever so often, Onecart offers Customers trial or other promotional options. Such trial or promotional options are subject to these Terms except as otherwise stated in the promotional offer. Only one trial or promotional membership is available per Customer. Onecart will charge you any applicable fee after your free trial period or promotion has expired.

Onecart Coupons can either be issued from Merchants or from Onecart and may be automatically applied to qualifying products or group of products upon purchase to help Customers save money on the products they love. Coupons may be available for a limited time only and may be subject to certain restrictions. Coupons are subject to change, cancellation, or expiration at any time. If you do not purchase the qualifying items added to your cart while the Coupon is still in effect, the Coupon’s offer will not apply. Coupons apply only to qualifying items displaying the offer and may not be combined with other promotional offers or mail-in rebates. Coupons may be issued and paid by Onecart or the Merchant of the advertised product. The user may be required to pay any applicable sales tax related to use of the Coupon; you acknowledge that Onecart has no obligation for payment of any tax in conjunction with the distribution or use of such Coupons. When Coupons are redeemed, sales tax may be charged on the undiscounted original price of the product(s). Coupons may not be sold, copied, modified, or transferred. A Coupon has no cash value. Coupons good while supplies last and void where restricted or prohibited by law.

7. Transactions involving Alcohol and other controlled substances

You may have the option to order delivery of alcohol products in some locations and from certain Merchants. You agree that you will comply with all applicable laws and not cause Onecart,  or any Merchant to contravene any applicable laws. You agree that you are of legal drinking age for purchasing, possessing, and consuming alcohol (i.e., 21 years of age or older in Guyana). If you order alcohol products, you understand and acknowledge that Onecart  cannot accept your order of alcohol products, and the order will only be delivered if the retailer accepts your order. You agree that, upon delivery of alcohol products, the recipient will provide valid government-issued identification proving their age to our Delivery Staff delivering the alcohol products and that the recipient will not be intoxicated when receiving delivery of such products. You agree that if any applicable legal requirements for the delivery of alcohol are not met, Onecart reserves the right to cancel the alcohol-related portion of your order. Special requests or substitutions for the purchase of alcohol products will not be honored; all requests for the purchase of alcohol products must be made through the catalog available on Onecart’s Platform at the time of submitting the order.

8. Third-party Products and Content

You agree that Onecart does not assume responsibility for any products, content, advertisements, offers, or information that is provided by third parties and made available via our Platform. If you purchase, use, or access any such products, content, advertisements, offers, or information via our Platform, you agree that you do so at your own risk and that Onecart will have no liability based on such purchase, use, or access.

9. Returns and Refunds

Return policies vary by store, but our standard return policy ensures that most items (in new or as-delivered condition) can be returned within 3 business days after confirmed delivery.

Exceptions include:

  • Electronics which can be returned based on the warranty, if any, offered by the Merchant.
  • Food, pantry-safe groceries, Pharmaceuticals and living things (including flowers and plants) are not returnable, but can be refunded if expired or damaged during delivery.
  • Items such as music, videos, software, and collectibles must be sealed and unopened when returned.

After your return is processed, you’ll receive your refund in about a week. The refund amount should be for the full value of the items returned (excluding any delivery & service fees). Instructions for processing a return and refund can be found in our Help Center.

Onecart may charge a return shipping fee for each return shipping label required, depending on the reason for return. You may choose to use a different delivery service to return your item and that’s fine with us. On the Merchant Shopfront, you’ll see more information about that store’s return policy. Note: When your return is processed, you will not be reissued any promotions or coupons applied to the original purchase. Contact us if you have questions about your refund amount.

10. Product Description and Pricing

Onecart attempts to be as accurate as possible. However, we do not warrant that product descriptions or other content is accurate, complete, reliable, current, or error-free. If a product offered by Onecart itself is not as described, your sole remedy is to return it in unused condition.

Any pricing in ‘blue typeface’ is the retail price of the product as provided by the Merchant. Certain products may have a “Was Price” displayed, which is the original, non-discounted pricing for that particular product. “WS” means the wholesale price for the product and Customers can purchase in wholesale quantities only when they request to become a Wholesale Customer in their account dashboard.

There may a delivery fee that you will be charged to have your orders delivered to an address or addresses you specified. The delivery fee may be waived on some occasions when there is a promotion.

Items are purchased from individual stores as listed in your cart and your order history. The delivery & service fee is not a tip. All service fees are paid to Onecart.

11. Order Cancellations

If you would like to cancel an order once it has been placed you can request cancellation online through your Customer account. Onecart cannot guarantee that you will be able to cancel an order. If you order an item that turns out to be unavailable at the Merchant store location you selected, the item may be sourced from another store location. If any part of your order cannot be fulfilled for any reason (other than you or someone you authorize not being present to receive, pay and sign for the delivery), that part of your order will be automatically cancelled and you will not be charged for the items that comprise the unfulfilled part of your order. You will only be allowed to cancel an order while that order status is “On Hold”.

12. Service provided AS-IS and release of claims

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONECART DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONECART MAKES NO REPRESENTATION, WARRANTY, CONDITIONS, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, GOODS REQUESTED THROUGH THE USE OF THE SERVICES FROM MERCHANTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, ANY OTHER SERVICE PROVIDED BY US, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, REMAINS SOLELY WITH YOU.

13. Disputes

Any dispute or claim relating in any way to your use of any Onecart service, or to any products or services sold or distributed by Onecart will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Arbitration Act and arbitration law apply to this agreement.

Notwithstanding anything to the contrary in these terms, you agree to release Onecart, its affiliates, and its and their respective officers, directors, employees, agents and contractors, from all claims, demands and damages (actual and consequential) arising out of or in any way connected with a dispute between you and any Merchant. Except in connection with the claims process as described herein, you agree that you will not involve Onecart or any of it’s affiliates in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement with any Merchant, other Customer, advertiser or other third party. If you attempt to do so, (i) you will pay all costs and attorneys’ fees of Onecart and will provide indemnification as set forth below, and (ii) the jurisdiction for any such litigation or dispute will be limited as set forth below.

14. Indemnification

To the extent permitted by applicable law, you agree to indemnify, defend and hold harmless Onecart from and against any and all claims, demands, causes of action, debt or liability, including reasonable attorneys fees, including without limitation attorneys fees and costs incurred by Onecart arising out of, related to, or which may arise from:(i) your purchase of an item on Onecart; (ii) any breach or non-compliance by you of any term of these Terms; (iii) any dispute or litigation caused by your actions or omissions; or (iv) your negligence or violation or alleged violation of any law or rights of a third party. This defense and indemnification obligation will survive these Terms of Service and your use of Onecart’s Services.

15. Controlling Law

To the extent permitted by applicable law, these Terms will be governed by the laws of the Republic of Guyana and any dispute of any sort that might arise between you and Onecart will be resolved with paramount consideration of these laws.

16. Entire Agreement and Severability

These Terms, subject to any amendments, modifications, or additional agreements you enter into with Onecart, shall constitute the entire agreement between you and Onecart with respect to our services and any use of our Services. If any provision of these Terms is found to be invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.

17. No Waiver

Onecart’s failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.

18. Changes to the Terms of Service

We may make changes to these Terms from time to time. When Onecart does so, Onecart will post the most current version of the Terms on Onecart’s Platform and, if a revision to the Terms is material, Onecart will notify you of the new Terms (for example, by email or a notification on our Services). Changes to these Terms will not apply retroactively. If you do not agree to the modified Terms, you should discontinue your use of our Services.

19. Proprietary Rights

Nothing in these terms gives you a right to use any of Onecart’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

Service Terms for Merchants

1. Introduction

Thank you for choosing Onecart as your premier virtual Marketplace!

THIS AGREEMENT (THE “MARKETPLACE AGREEMENT”) GOVERNS YOUR ACCESS TO AND USE OF OUR MARKETPLACE SERVICE AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND ONECART, A REGISTERED BUSINESS IN THE COOPERATIVE REPUBLIC OF GUYANA. By using OUR Service, you agree to be bound by the Terms OF THIS AGREEMENT during a paid or free trial period. SECTION 4 referring to Service Fee and Payment will be ignored for Trial Periods only.

2. Interpretation

“we,” “us,” “our,” and “Onecart” refers to the company Onecart;
“you,” and “Merchant” means the applicant (if registering for or using our Merchant Service as an individual), or the business employing the applicant (if registering for or using our Service as a business);
“Service,” and “Merchant Service,” refers to all activities relating to our Marketplace;
“Services” means all activities relating to our company, including our Delivery Service;
“Customer” means individuals that may use our Platform to purchase items from your company;
“your Materials,” and “your Trademarks” refers to any distinctive design, graphics, logo, symbols, words, or any combination thereof that uniquely identifies your company and/or its goods or services, guarantees the item’s genuineness, and gives you the legal rights to prevent the unauthorized use;
“Local Currency” refers to Guyana Dollars and;
“Platform” refers to Onecart’s website;

3. Registration

To become a Merchant, you must complete the online registration process. Use of our Service is limited to parties that can lawfully enter into and form contracts under applicable Law (for example, we cannot allow minors to use our Merchant Service). As part of the application, you must provide us with your (or your business) legal name, address, phone number, email address and other details required on the application form. We may at any time choose to unregister any Merchant and cease providing any or all of our Services at our sole discretion and without notice if we determine such Merchant breached this Agreement.

4. Service Fee and Payments

4.1 Service Fees

Not yet established. Free service to all Merchants in the interim.

4.2 Payments from Onecart to the Merchant

In order for us to process payments to your company for the sale of your items in our Marketplace, you must provide us with either your GTT MMG Merchant code or a valid Bank Account information for a bank account or bank accounts acceptable by Onecart. For cheque payments, you must provide us with valid company information to assist us in preparing cashier’s cheques. All payments to you will be remitted to either your GTT MMG account, via a cashier cheque or Bank Account through banking networks or by other means specified by us. We may remit payment to Merchants in cash but only at a limit that we determine. We will either make payments to you within one (1) hour of receiving such from Customers that have placed orders from you or at the closing of every business day/week.

4.3 Payments from the Merchant to Onecart

Not yet established. Free service to all Merchants in the interim.

5. License

You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of your Materials; provided, however, that we will not alter any of your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your Trademarks (provided you are unable to do so using standard functionality made available to you via the applicable Onecart Platform or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law.

6. Representations

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of Guyana in which your business is registered and that you are registering for our Service(s) the country; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you to Onecart is at all times accurate and complete; (d) 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 Government of Guyana; and (e) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

7. Indemnification

You release us and agree to indemnify, defend, and hold harmless our respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim“) arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any of your Sales Networks other than Onecart, your Products (including their offer, sale and performance), your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) your Personnel (including any act or omission of your Personnel or any Claim brought or directed by your Personnel); or (d) your Taxes. 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, which may not be unreasonably withheld.

8. Limitation of Liability

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ONECART HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.

9. Disclaimer

a. ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH OUR SERVICE, ARE PROVIDED “AS-IS.” AS A USER OF OUR SERVICE, YOU USE OUR PLATFORM AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, OUR SERVICE OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM AND OUR SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

b. BECAUSE ONECART RECEIVES PAYMENTS FOR GOODS AND SERVICES FROM CUSTOMERS AND REMIT SUCH TO MERCHANTS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, ONECART WILL SEEK TO RECTIFY SUCH ISSUES TO SECURE THE BEST OUTCOME POSSIBLE. ON CONTRARY, IF A CUSTOMER FAILS TO SUBMIT ANY PAYMENT FOR GOODS OR SERVICES SUPPLIED BY ONECART, FOR ANY OTHER REASON OTHER THAN THE FAULT BEING THAT OF OUR COMPANY, THEN PROPER ACTION (LEGAL OR OTHERWISE) WILL BE TAKEN TO RETRIEVE SUCH PAYMENTS. PAYMENT DISPUTES BETWEEN ONECART AND MERCHANTS WILL BE RESOLVED BASED ON THE LAWS OF GUYANA.

10. Confidentiality

During the course of your use of our Service, you may receive information relating to us or to our Service, including but not limited to Onecart Transaction Information, that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain Onecart exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in our Service; (c) you will not otherwise disclose Confidential Information to any other person; 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 our Service, 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.

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Onecart Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you 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 Onecart 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 that has ordered your Product with the intent to collect any amounts in connection therewith or to influence that person 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 Onecart Platform user. In addition, you may only use tools and methods that we designate to communicate with Onecart Platform users regarding your Transactions, including for scheduling, communicating, or cancelling the fulfillment of your Products. The terms of this Section 8 do not prevent you from using other information that you acquire without reference to Onecart Transaction Information for any purpose, even if that information is identical to Onecart Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Onecart Platform user.

11. Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

12. Insurance

Onecart will only be held liable for damages to Goods if found liable of such actions through arbitration within the governing Laws of Guyana or otherwise admitted by the company. In this instance only, will the necessary reimbursements be made to the Customer or Merchant for damages. Merchants are expected to maintain, at their own expense throughout the Agreement Term, liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of their business, including products, products/completed operations and bodily injury to personnel. At our request, Merchants will provide copies of certificates of insurance for the coverage of Goods and Personnel to Onecart.

13. Tax Matters

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of your Taxes. All fees and payments payable by you to Onecart under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding, and you will be responsible for paying Onecart any of your Taxes imposed on such fees and any deduction or withholding required on any payment.

14. Relationship of Parties

Subject to our Service Terms, you and we 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 our behalf. This Agreement will not create an exclusive relationship between you and us. 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 Onecart, you, and Customers. As between you and us, 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.

15. Suggestions and other information

If you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to our Platform or Service, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and Customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using our Services, you are responsible for any actions you take based on our suggestions.

16. Password Security

Any password we provide to you or created by you may be used only during the Term to access the Merchant Dashboard to use our Service, electronically accept your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password or contact us for support.

17. Modification

We may amend any of the terms and conditions contained in this Agreement, including our Marketplace Service Terms, at any time and at our sole discretion. Any changes will be effective upon the posting of such changes in your Merchant Dashboard, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notifications. All notifications of changes to the Marketplace Agreement and our Service Terms will be posted for at least 30 days. You should refer regularly to your Merchant Dashboard to review the current Agreement (including our Service Terms) and to be sure that the items you offer can be offered via the applicable Service. YOUR CONTINUED USE OF A SERVICE AFTER ONECART’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

18. Term and Termination

The Term of this Agreement will start on the date of your completed registration for or use of our Service, whichever occurs first, and continue until terminated by us or you as provided in this Agreement (the “Term”). We may terminate or suspend this Agreement or any Service for any reason at any time by notice to you. You may terminate this Agreement or any Service for any reason at any time by the means then specified by Onecart. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 14, 15 and 16 will survive termination. Any terms that expressly survive according to the applicable Marketplace Service Terms will also survive termination.

Please also review our Marketplace Service Terms before you Register to become a Merchant. Thank you!