This User Agreement, and any policies and additional terms hosted on and within our sites, mobile applications, applications, tools and services (collectively called "Services") set out the terms on which Kuubwa offers you access to and use of our Services. You can find an overview of our policies here. You agree to comply with all terms of this User Agreement when accessing or using our Services.
The entity you are contracting with is: Kuubwa Inc., PO BOX 437, Mount Vernon, NY 10552, In this User Agreement, these entities are individually and collectively referred to as "Kuubwa," "we," or "us."
Be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved. This agreement contains an Agreement to Arbitrate which requires you to submit claims you have against us or our agents to binding and final arbitration, A. You will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and B. you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
Kuubwa is a business to business (B2B) marketplace that allows users to offer, sell and buy goods and services in a variety of pricing formats and locations. The actual contract for an item sale is directly and only between the seller and buyer. Kuubwa is not a party to the transaction, and is not acting as a seller or a broker.
The guidance we provide as part of our Services, such as pricing, shipping, listing, translations, and sourcing is solely for information and you may decide to follow it or not. While we may assist in facilitating the resolution of disputes through various programs, Kuubwa has no control over and does not guarantee: the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
In agreeing to use or access our Services you agree to comply with this User Agreement, our terms, our policies, and all applicable laws, rules, and regulations, and you will not:
All sellers must meet Kuubwa's minimum performance standards. Failure to meet these standards may result in Kuubwa charging you additional fees, and/or limiting, restricting, suspending, or downgrading your seller account.
If we believe you are abusing Kuubwa and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services. If your seller account privileges are limit, suspend, or terminate, for conduct that at our sole discretion, deem harmful to our Service and other users, you will not be entitled to any reimbursements of refunds any portion of fees paid for said Services. If we believe you are or have violated our policies prohibiting offers to buy or sell outside of Kuubwa, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. If you are a seller and you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of Kuubwa, you may be liable to pay a final value fee applicable to that item, even if the item does not sell.
We reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.
When issue arises between a buyer and seller, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right for both buyers and sellers. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate this agreement with anyone, for any reason at our discretion.
We list the fees we charge for using our Services are listed on our fees page. From time to time we will change our selling fees by posting the changes on the Kuubwa site fourteen (13) days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.
If you are a seller, you are liable for transaction fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of Kuubwa. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of Kuubwa, you may be liable to default fee applicable to that item, even if the item doesn't sell, given your usage of our Services for the introduction to a buyer.
In jurisdictions where Kuubwa is obligated to collect sales or value added taxes (VAT), import or export customs fees (CUSTOMS FEE), on sales you make using our Services, we may collect such taxes and customs fee from you via the payment method on file under the terms of the Billing Agreement or via any other means available to us.
In the event we are not authorized to collect sales tax and VAT, on sales in a location where the buyer or seller resides, both the buyer and seller are responsible for collecting and reporting such taxes to the appropriate Government jurisdiction.
Selling fees do not affect item exposure on our Services. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.
When listing an item for sale on our Services, you agree to comply with Kuubwa's Listing policies and selling practices and also agree that:
We may offer certain tools, and site experiences of particular interest to international sellers and buyers, such as estimated local currency conversion and international shipping calculation tools. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.
You authorize us to use automated tools to translate your Kuubwa content and member-to-member communications, in whole or in part, into local languages and currencies where such translation solutions are available. We may provide you with tools which will enable you to translate content at your request. The accuracy and availability of any translation are not guaranteed.
You consent to the disclosure of certain personally identifiable information, as well as listing and order information, by Kuubwa to third party entities (such as customs and revenue authorities, as well as other government agencies), in connection with the processing, export and customs clearance, and international transportation of any item. Kuubwa does not control the privacy policies of these entities, their affiliates, or its service providers, and you are subject to the privacy policies of those parties, as applicable.
When you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Kuubwa, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of our Services.
You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. Kuubwa takes no responsibility and assumes no liability for any content provided by you or any third party.
We offer product data (including images, descriptions and specifications) that are provided by third parties (including Kuubwa users). You may use that content solely in your Kuubwa listings. Kuubwa may modify or revoke that permission at any time in our sole discretion. The product data includes copyrighted, trademarked and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings). We try to offer reliable product data, but cannot promise that the content provided through our Services will always be available, accurate, complete, and up-to-date. You agree that Kuubwa is not responsible for examining or warranting the listings or content provided by third parties through our Services, and that you will not attempt to hold us or our data providers liable for inaccuracies. The name "Kuubwa" and other Kuubwa marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Kuubwa in the U.S. and other countries. They may not be used without the express written prior permission of Kuubwa.
If you receive transaction proceeds to your ZEEPAY account, Kuubwa may instruct ZEEPAY to temporarily restrict access to funds in your ZEEPAY account based on certain factors, including, but not limited to, selling history, seller performance, returns, riskiness of the listing category, transaction value, or the filing of a Kuubwa Money Back Guarantee case.
Kuubwa may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires;
Kuubwa may share your telephone number with its authorized service providers as stated in our User Privacy Notice. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by Kuubwa to carry out the purposes identified above.
Kuubwa may, without further notice or warning and in its discretion, monitor or record telephone conversations with you or anyone acting on your behalf has with Kuubwa or its agents for quality control and training purposes, or for its own protection. Kuubwa's automated systems scan and analyze the contents of every message sent through its messages platform, including messages between users, to detect and prevent fraudulent activity or violations of Kuubwa's User Agreement, including the incorporated terms, notices, rules, and policies. This may result in a manual review of messages sent through our messaging tools. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. Kuubwa may store message contents, including to conduct this scanning and analysis.
If Kuubwa provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose or distribute a user's information to a third party for purposes unrelated to our Services. Additionally, you may only send marketing communications to users who have consented to receive them, and only using Kuubwa Services.
Kuubwa, or the Kuubwa payments entities may collect the cost of the return shipping label from sellers when:
All seller cancellations of orders must be in accordance with our Order cancellation policy.
If a transaction is cancelled, Kuubwa may issue a refund to the buyer on your behalf. If a refund is issued to a buyer, you (as seller) authorize Kuubwa or Kuubwa payments entities to collect the amount of the refund from you as described in the Payments Terms If you receive your transaction proceeds to your ZEEPAY account, you also authorize Kuubwa to request that ZEEPAY remove the refund amount (in same or other currency) from your ZEEPAY account.
A designated Kuubwa entity (each, a "payments entity") manages payments on behalf of sellers for most sales (such management described as "Payment Service" or similar). Regardless of whether or not Kuubwa or a Kuubwa payments entity manages a sale, the contract for sale underlying the purchase of goods is directly concluded between seller and the buyer.
In order to use Payment Service, and to continue to list and sell on Kuubwa, you must:
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid update and other notification functionality in Kuubwa's applications may not occur in real time. Such functionality is subject to delays beyond Kuubwa's control.
You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, in no event will Kuubwa (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or Kuubwa was advised of such damages or losses. Without limiting the generality of the foregoing, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability, or (c) $100.
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND KUUBWA HAVE AGAINST EACH OTHER ARE RESOLVED.
In this Legal Disputes Section, the term "related third parties" includes your and Kuubwa's respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Kuubwa's, and these entities' respective employees and agents. You and Kuubwa agree that any claim or dispute at law or equity that has arisen, or may arise, between you and Kuubwa (or any related third parties) that relates in any way to or arises out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of Kuubwa or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of New York, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Kuubwa, except as otherwise stated in this User Agreement.
You and Kuubwa each agree that any and all disputes or claims that have arisen, or may arise, between you and Kuubwa (or any related third parties) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Services, the actions of Kuubwa or its agents, or any products or services sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act ("FAA"), and to the extent not inconsistent with the FAA, the laws of the State of New York, without regard to principles of conflict of laws, governs the interpretation and enforcement of this Agreement to Arbitrate.
YOU AND KUUBWA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND KUUBWA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court (pursuant to Section 18.C below), subject to your and Kuubwa's right to appeal the court's decision. All other claims will be arbitrated.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individualized basis that a court can award to an individual. An arbitrator should apply the terms of the User Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), shall be for a court of competent jurisdiction to decide.
The arbitration will be administered by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules and the AAA's Commercial Arbitration Rules, and the AAA's International Centre for Dispute Resolution Rules (as applicable), as modified by this Agreement to Arbitrate. Absent agreement of the parties, the AAA shall decide which AAA rules apply to the arbitration. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach the agreement, the court (pursuant to Section 18.C below) shall select the administrator.
A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute ("Notice"). The Notice to Kuubwa must be sent to Kuubwa Inc., Attn: Litigation Department, Re: Notice of Dispute, PO. Box 436, Mount Vernon, NY 10552. Kuubwa will send any Notice to you to the physical address we have on file associated with your Kuubwa account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and complete all information on the Notice form, including a description of the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your account.
If you and Kuubwa are unable to resolve the claims described in a valid Notice within 30 days after Kuubwa receives that Notice, you or Kuubwa may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Kuubwa at the following address: Kuubwa, Inc. c/o CT Corporation System, 1108 E South Union Ave., Midvale, UT 84047. In the event Kuubwa initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your Kuubwa account. Any settlement offer made by you or Kuubwa shall not be disclosed to the arbitrator.
If you are a resident of the United States, then the arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. If you are not a resident of the United States, then the arbitration hearing will be held in Westchester County, New York, United States, or another mutually agreed location. Where no disclosed claims or counterclaims exceed $25,000, the dispute shall be resolved by the submission of documents only, subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Kuubwa may attend by telephone, unless the arbitrator requires otherwise. The language of the arbitration will be English.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Kuubwa user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Kuubwa prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Kuubwa. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.Kuubwa.com at least 30 days before the effective date of the amendments and by providing notice through the Kuubwa Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.
All claims or disputes that are not subject to the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate and all matters brought pursuant to and in aid of the Agreement to Arbitrate will be resolved exclusively by a state or federal court located in Westchester County, New York. You and Kuubwa agree to submit to the personal jurisdiction of the courts located Westchester County, New York for the purpose of litigating all such claims, disputes, or matters.
Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on www.Kuubwa.com.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
We may amend this User Agreement at any time by posting the amended terms on www.Kuubwa.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by posting the amended terms. Additionally, we will notify you through the Kuubwa Message and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a Kuubwa representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.
Without limiting Kuubwa's ability to refuse, modify, or terminate all or part of our Services, Kuubwa may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.
The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on the Kuubwa Service. If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
The User Agreement and all terms and polices posted through our Services set forth the entire understanding and agreement between you and Kuubwa, and supersede all prior understandings and agreements of the parties.
The following Sections survive any termination of this User Agreement: Fees, Content, Holds and Restricted Funds, Payment Service, Additional Terms, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.