Effective Date: 30 April 2020
IMPORTANT: SECTION 9 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH AFFECT HOW DISPUTES BETWEEN YOU AND MICKEY ARE RESOLVED. READ SECTION 9 CAREFULLY.This User Agreement is a contract between you and Mickey and its affiliates (“Mickey,” “we,” “us” or “our”) and applies to your use of the Services (defined in Section 1.1 below). Any use of the Services constitutes your acceptance of this Agreement. To make this Agreement easy to find, there is a link to it on the home page of our website at www.mickeytrading.com as well as in our mobile application. You are welcome to email us at email@example.com with any questions.
1. Our Relationship With You
1.2 License Grant.
Mickey is the exclusive owner of the website and mobile application, including any content therein. Mickey grants you a limited, non-sublicensable, non-transferable, revocable license to use the website and mobile application on your computer, device, or other platform in connection with your use of the Services. Mickey reserves the right to revoke this license at any time.
1.3 Your Privacy
1.4 Intellectual Property.
“Mickey” and all related graphics, logos, icons and buttons are protected by copyright or trademark law within the United States, and are the exclusive property of Mickey. You may not use any of the aforementioned elements without our prior written consent.
You may not transfer or assign any rights under this Agreement without Mickey’s prior written consent. Any attempt to transfer or assign any rights under this Agreement, without such consent, is void and unenforced. Mickey may transfer or assign this Agreement or any right or obligation under this Agreement at its sole discretion without any restriction.
Any notice related to the Services or this Agreement, may be given by Mickey to you either (i) by United States mail, (ii) via the email address provided in your account, or (iii) by posting to the website or mobile application. Notice shall be deemed given 48 hours after deposited with United States mail, 12 hours after the email is sent, or 24 hours after posting to the website or mobile application. Any notice by you to Mickey must be in writing and sent by U.S. Mail to the following address: Mickey, LLC, Attn: User Notices – Legal, 694 S Grand Ave, Pasadena, CA 91105. Notice shall be deemed given when received by Mickey.
We reserve the right, at our sole discretion, to modify the website, mobile application, or Services at any time and without prior notice. Any modification made by Mickey will be deemed to be accepted by you upon your first use of the Services after such a modification has been made.
1.8 Term and Account Closure.
The term of this Agreement begins when you create a Mickey account and ends when this Agreement is terminated by either you or Mickey for any reason. You may close your account and terminate this Agreement at any time by signing in to your account, going to “Settings”, and tapping the “Close Account” link. Upon account closure, we will fulfill any outstanding orders, and cancel any pending orders that you have created through use of the Services. We reserve the right to restrict your ability to close your account for any reason, including but not limited to instances when there is a pending or ongoing investigation related to your account.
1.9 Choice of Law.
This Agreement is governed by the laws of the State of California, United States of America. You and we agree to submit to the jurisdiction of a state court located in Los Angeles County, Los Angeles, California or a United States District Court, Southern District of California located in Los Angeles, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights (as set forth in Section 9).
2. Use of Mickey Services by Buyers
2.1 Buyer Eligibility.
To be eligible to use the Services as a Buyer, you must (i) have full legal capacity to enter into a contract; and (ii) be at least 18 years old. You may not open an account for anyone else, and you may not assign or transfer your account to anyone else.
2.2 Creating A Buyer Profile.
You have the option to voluntarily add information about your business to your buyer profile. This information may include business locations, team members, and contact information. Information that you provide about shall be visible to Mickey Administrators and Suppliers that use the Services. You can update, remove, or modify this information at any time.
2.3 Creating An Order.
You may use the Services to create an order for a physical commodity being sold by Mickey. Prior to placing your order, you will be able to review your “order details”, which include the type of product, quantity, price, shipping fees, fumigation fees, document fees, and other fees associated with fulfillment of your order. When you tap “Confirm Order”, your order will be confirmed, Mickey Administrators and Suppliers will be notified, and Mickey will start fulfilling your order.
2.4 Preferred Payment Method.
You may add or remove payment methods, including credit/debit cards or Paypal accounts, through the “Settings” tab in the website or mobile application. If you have added multiple payment methods, you may select a Preferred Payment Method by selecting that payment method in the website or mobile application. You can modify your Preferred Payment Method using the website or mobile application for any order, prior to creating that order. Once you have create an order and the Preferred Payment Method has been charged, you may not modify the payment method for that order. (Note: Mickey uses Stripe for payment processing services. By using the Stripe payment processing services you agree to the Stripe Payment Services Agreement available at https://stripe.com/legal)
2.5 Orders And Invoices.
You may view your orders, cancelled orders, and past orders through the orders tab. Each order within this tab contains information about that order as well as invoices for that order.
2.6 Order Cancellation.
You may cancel an order any time prior to Mickey or a Supplier accepting the order. Once Mickey or a Supplier accepts your order, you will be responsible for paying the full amount for the physical commodities you purchased.
2.8 Messaging Mickey.
You may contact Mickey support at any time with questions about your orders.
3. Use of Mickey Services by Suppliers
3.1 Supplier Eligibility.
To be eligible to use the Services as a Supplier, you must (i) have full legal capacity to enter into a contract; (ii) be at least 18 years old. You may not open an account for anyone else, and you may not assign or transfer your account to anyone else.
3.2 Supplier Profile Information.
You may be asked to provide information about your account:
3.3 When Does a Supplier Account Go Live?
A supplier profile goes live once the four requirements laid out in Section 4.1 are complete. Once your profile is live, other users will be able to search for you, see the information you have provided, and create orders with you.
3.4 Adding Inventory And Accepting Orders.
Once your profile is complete, you can accept orders for the commodities you offer. When a Buyer creates an order through Mickey, Mickey may notify you to fulfill the order through the website or mobile application.
3.5 Receiving Payment For Order.
Mickey will deposit payment for each order you fulfill using the Services into your payout account within 30 days of your fulfillment of the order. (Note: Mickey uses Stripe. For more information on Stripe, see Section 2.4.
3.6 Viewing Buyer and Order Information.
Once a Buyer creates an order that you are assigned, you will be able to view that Buyers information and the Order Information.
3.7 Cancelling An Order As A Supplier
You may cancel an order any time, provided a full refund can be made to the Buyer. In the event a Supplier cancels an order, but a full refund cannot be made to the Buyer, the Supplier is responsible for refunding the Buyer the full amount.In the event the Termination or Limitation of Access to your account (see Section 7) results in one or multiple cancelled orders, the Supplier is responsible for all outstanding orders and costs associated with fulfilling those orders.
3.8 How Order Cancellations Affect Suppliers.
A Buyer may cancel an order any time prior to the order being accepted by Mickey. Buyers may not cancel an order once it is accepted.
4. Prices, Service Fees
Each physical commodity offered by Mickey has an associated price. If you are a Buyer using Mickey, you may choose to compare prices prior to placing an order. If you are Supplier using Mickey, you may compare prices prior to selecting which products you would like to offer through use of the Services. Mickey reserves the right to modify physical commodities and prices at any time, at its sole discretion.
4.2 Service Fees.
Mickey may charge various fees to the Buyer and the Supplier when an order is fulfilled. When a Buyer creates an order, service fees may be added to the price for that order, which will be shown to the Buyer as the “Total” for that order. When a Supplier is paid for an order, a service fee may be deducted from the total price for that order. Mickey reserves the right to modify service fees at any time, at its sole discretion.
5. Prohibited Activities
Mickey reserves the right to terminate, suspend or limit access to your account if you participate in any of the prohibited activities below in connection with your use of the Services:
- Breach any Federal, State or Local law, statute, or regulation
- Infringe Mickey’s copyright, trademark or other intellectual property rights
- Copy, reproduce, reverse engineer, or create derivative works from any aspect of our mobile application or website
- Imitate or mirror any portion of the Services
- Interfere with or attempt to interfere with the proper working of our mobile application or website
- Overburden or place a disproportionately large load on our infrastructure
- Automatically scrape, data mine, or index any type of information from the website or mobile application using bots, robots, spiders, scrapers, or any other means.
- Infect the website or mobile application with a virus or malicious code
- Deliberately cause order cancellations in a manner that is disruptive to Mickey, a user, or a third party
- Login to an account or otherwise access an account belonging to someone else
- Provide false or misleading information about your identity, or otherwise
- Refuse to cooperate in an investigation by Mickey related to you or your account
- Harass or unlawfully intimidate other users
- Access the Services from a country other than the United States of America.
- Unlawfully reveal the information of another user
- Reveal your account access information or password to anyone else. We are not liable for any losses incurred by you arising from misuse of account access information or passwords.
6. Termination and Limitation of Access
If you violate this Agreement in any way that creates risk or legal exposure for Mickey, including but not limited to participation in any of the Prohibited Activities described in Section 7, we can terminate your access to your account. If this occurs, we will notify you at the email address you provided as part of your account.
6.2 Limitation Of Access.
If we suspect that your account has been accessed without your authorization, we may limit your access to your account. If this occurs, we will notify you at the email address you provided as part of your account.
6.3 Refunds Due To Termination Or Limitation Of Access.
In the event the Termination or Limitation of Access to your account results in one or multiple cancelled orders, Mickey does not guarantee a refund of any amount.
7. Unauthorized Account Activity
You agree to maintain the secrecy of your username, password, and account access information at all times. You are solely responsible for any and all activities and actions that occur under your account, whether or not you authorized such activities and actions. You shall immediately notify Mickey of any unauthorized use of your account.
8. No Warranty, Limitation Of Liability, Indemnification
8.1 NO WARRANTY.
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITE, MOBILE APPLICATION, SERVICES, ORDER CREATION, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF MICKEY, WHETHER IN-PERSON OR ONLINE, REMAINS WITH YOU. MICKEY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT. MICKEY MAKES NO EXPRESS OR IMPLIED REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE MOBILE APPLICATION, WEBSITE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. Mickey MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE QUALITY OF THE MOBILE APPLICATION, WEBSITE, SERVICES, LISTINGS, SUPPLIERS, REVIEWS, OR ANY OTHER CONTENT OR REGARDING THE TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE MOBILE APPLICATION, WEBSITE, OR SERVICES. YOU ACKNOWLEDGE THAT MICKEY MAKES NO EXPRESS OR IMPLIED REPRESENTATION, WARRANTY, OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS PHYSICAL COMMODITIES THROUGH USE OF ITS SERVICES.
8.2 LIMITATION OF LIABILITY.
NEITHER MICKEY NOR ITS PARTNERS IN DELIVERING THE WEBSITE, MOBILE APPLICATION, OR SERVICES, WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF PROFITS, BUSINESS, CONTRACTS, GOODWILL, SERVICE INTERRUPTION, REVENUE OR ANTICIPATED SAVINGS, ANY LOSS OR CORRUPTION OF DATA, COMPUTER DAMAGE, SYSTEM FAILURE, PERSONAL DAMAGES, DEATH, BODILY INJURY, OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES, OR ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MICKEY’S SERVICES MAY BE USED BY YOU TO CREATE ORDERS, BUT YOU AGREE THAT MICKEY HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY SUPPLIERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. IN NO EVENT SHALL MICKEY’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSS AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).
You agree to defend, reimburse or compensate us (known in legal terms to “indemnify “) and hold Mickey and its officers, directors, employees, and agents harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of your or your employees or agents breach of this Agreement, breach of any law and/or use of the Services.
9. Dispute Resolution
This section contains an Arbitration Agreement and Class Action Waiver and affects how Disputes with Mickey are resolved, please read it carefully. The term “Dispute” means any dispute, claim, or controversy regarding any aspect of your relationship with Mickey, under the broadest possible meaning of that term.
9.1 Contact Mickey First.
We want to learn about and address any Dispute you may have with Mickey. If you have a Dispute related to this Agreement or your use of the Services, you may contact our Customer Service at firstname.lastname@example.org at any time. If we are unable to resolve the Dispute directly with you, please see “Section 9.2 Arbitration Agreement” below.
9.2 Arbitration Agreement.
You and Mickey agree that any and all Disputes arising out of this Agreement or use of the Services, that you are unable to resolve directly with Mickey as described in “Section 9.1 Contact Mickey First”, will be resolved exclusively by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a partys copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You and Mickey agree to waive your right to litigate claims in court, as well as all opportunity to be heard by a judge or jury. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
9.3 Class Action Waiver.
You and Mickey agree to waive the right to participate as a plaintiff or class in any case filed in court by others, including class action or representative proceedings.
9.4 Arbitration location and procedure.
The American Arbitration Association (“AAA”) will arbitrate any and all Disputes between you and Mickey, and the arbitration will take place before a single arbitrator. Either you or Mickey may initiate arbitration, and the arbitration will take place in the county where you reside, unless otherwise agreed upon by you and Mickey. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAAs roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
9.5 Arbitration Rules.
This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1–800–778–7879.)
9.6 Arbitrator’s Decision.
The arbitrator’s award for amounts of damages which a party can be held liable must be consistent with “Section 8.2 Limitation of Liability” above. If you prevail in arbitration you will be entitled to an award of attorneys fees and expenses, paid by Mickey, to the extent provided under applicable law.
If “Section 9.3 Class Action Waiver” is deemed illegal or unenforceable, then the entirety of “Section 9 Dispute Resolution” will be unenforceable and the Dispute will be decided by a court of competent jurisdiction. If any other clause besides “Section 9.3 Class Action Waiver” within this “Section 9 Dispute Resolution” is deemed illegal or unenforceable, that clause will be severed, and the remainder of “Section 9 Dispute Resolution” will be given full force and effect.
You may contact us at any time at email@example.com.
11. Changes To Our User Agreement
We may amend this User Agreement at any time by posting a revised version on our website or mobile application. The revised version will be effective as of the “Effective Date” shown at the top of this page. Any use of the Services after the most recent “Effective Date” constitutes your acceptance of this User Agreement.