Terms of Use

Last updated January 25, 2021.

 

These terms of use (these “Terms”) are entered into by and between you and Back Market, Inc., a Delaware corporation, and its affiliate companies (“Mana by Back Market,” “us,” “we,” or “our”). These Terms apply to the access and use of https://www.mana.backmarket.com (the “Site”) and related services including the purchase of Products through the Site.

 

BY CLICKING THE “SUBMIT” BUTTON OR BY ACCESSING OR USING THE SITE IN ANY WAY, YOU: (A) AGREE TO THESE TERMS AND THE MANA BY BACK MARKET PRIVACY POLICY (“PRIVACY POLICY”); (B) REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MANA BY BACK MARKET; AND (C) YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO ENTER INTO THESE TERMS AND LEGALLY BIND THE COMPANY ON BEHALF OF WHICH YOU ARE CREATING AN ACCOUNT AND USING THE SITE. THE USE OF THE TERMS “YOU” AND “YOUR” APPLY TO YOU PERSONALLY AND EQUALLY TO THE COMPANY YOU ARE REPRESENTING OR USING THE SITE ON BEHALF OF. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICES.

 

These Terms are subject to change by us in our sole discretion. Any changes to these Terms will be communicated by posting an updated Terms of Use on the Site and by email to the email address associated with your account or electronic message sent by Back Market, Inc. Your continued use of the Site will constitute your acceptance of and agreement to such changes. It is your responsibility to review these Terms each time before accessing the Site or purchasing any Products that are available through the Site. You should also carefully review our Mana by Back Market Privacy Policy before accessing and using the Site or placing an order for Products through the Site.

 

 

1. Definitions

 

1.1. The following capitalized terms, when used in these Terms, unless expressly stated otherwise, shall have the meanings set forth below:

1. “Accessories” means any items, which perform an additional capability or feature for a Device, that are sold in addition to or separately from the Device.
2. “Active Merchants” means an individual or company regularly and currently involved in selling Products on Back Market’s direct-to-consumer marketplaces.
3. “Business Day” means any day except any Saturday, any Sunday, or any day which is a federal legal holiday or any day on which banking institutions are authorized or required by law or other governmental action to close. The definition of a business day varies by region.
4. “Buyer” means an individual or entity who desires to purchase goods from the Seller through the website of Back Market, Mana by Back Market or any of its affiliates.
5. “Copyright Agent” means an employee of Back Market or Mana by Back Market who serves as the point of contact for all copyright-related issues.
6. “Device” means a piece of mechanical or electronic equipment.
7. “End User” means the Buyer of goods from the Seller through Mana by Back Market.
8. “Inventory” means the goods and materials that the Seller holds for resale.
9. “Mana by Back Market Content” means all information, media, data, software, text, photographs, graphics, user interfaces, music, videos, tags, trademarks, logos, artwork and other content on the Site, excluding Seller Content and including the Charter and Inventory and order management sheets. 
10. “Mana by Back Market Technology” means all technology, works of authorship, ideas, inventions, know-how, expertise, software associated with the Mana by Back Market Services and the Site.
11. “Order” means a request by the Buyer to purchase a specific Product sold by the Seller on Mana by Back Market.
12. “Parts” means individual components of a Device, which may be sold in addition to or separately from the Device.
13. “Product” means any goods, including but not limited to Devices, Accessories, Parts, and Software, which the Seller has listed on Back Market and Mana by Back Market for potential sale.
14. “R2 Certification” means that you are compliant with and in good standing with SERI’s latest R2 Standard as posted on https://sustainableelectronics.org.
15. “Seller Content” means any information that may assist potential Buyers in assessing the Product, including but not limited to: product descriptions, images, quantities, quality and shipping information.
16. “Software” means the programs and other operating information used by any computer or Device.
17. “U.S. Domestic” means within the fifty (50) states of the United States of America, in addition to the District of Columbia.

 

 

2. General Use of Site and Content.

 

2.1. Provided that you are in compliance with these Terms, Mana by Back Market grants you a limited, non-transferable, non-exclusive and personal right to access and use the Site in accordance with these Terms. Such access and use is subject to any instructions provided by Mana by Back Market.

 

2.2. As a condition of your use of the Site, you, the End User, warrant to us that you will not use the Site for any purpose that is unlawful or otherwise prohibited by these Terms.

 

2.3. All Mana by Back Market Content is owned or licensed by or to Mana by Back Market. Except as expressly provided in these Terms, no part of the Site and no Mana by Back Market Content may be reproduced, modified, adapted, published, translated or adopted to make new works or in any way to any other computer, website or other medium or for any commercial purpose without Mana by Back Market’s prior express written consent. Except as expressly provided herein, you are not granted any rights or licenses with respect to any of the Mana by Back Market Content, and Mana by Back Market reserves all rights not expressly granted hereunder.

 

2.4. We do not guarantee the accuracy, completeness, or usefulness of any Mana by Back Market Content, nor its merchantability or fitness for any particular purpose. Under no circumstances will Mana by Back Market be liable for any loss or damage caused by an End User’s reliance on information obtained through the Site, including without limitation any pricing, quantity or Product description information. It is the responsibility of the End User to evaluate the accuracy, completeness or usefulness of any Mana by Back Market Content. Mana by Back Market reserves the right at any time and at its sole discretion to remove or modify any Mana by Back Market Content, including but not limited to technical, commercial or practical reasons. It is agreed that such interventions shall not give rise to any compensation or damages claims for the benefit of an End User of the Site.

 

2.5. The Site may also contain content provided by other End Users (“End User Content”). Mana by Back Market is not responsible for and does not control End User Content. Back Market has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to End User Content. You use End User Content and interact with other End Users at your own risk.

 

 

3.  Buyer Registration.

 

3.1. In order to access and use certain services on the Site, including the purchase of Products through the Site, you must create and maintain an account (“Account”). If you do not agree to these Terms, you shall not have the right to hold an Account or use such services. When you purchase a Product on the Site through your Account you will be considered a Buyer.  The Buyer agrees to comply with all applicable laws and regulations relating to the purchase of Products.

 

3.2. You represent and warrant that the information you provide in the registration process is up to date, accurate and complete and that you will maintain this information as necessary so that it remains up to date, accurate and complete. You acknowledge that, if any information provided by you is not up to date, accurate and complete we may suspend, limit or terminate your Account and/or your access to the Site and, where determined appropriate in our sole discretion, to report you to appropriate authorities.

 

3.3. R2 Certification is not a requirement for the use of Mana by Back Market.  However if you choose to signal that you are an R2 Certified facility during registration, you are agreeing to comply with all R2 Standards for Ready for Resale and Ready for Reuse product lot listings. As a Buyer, if you purchase a product lot from a R2 Certified Seller, they will provide you with Data Destruction and Testing documentation, support the Mana by Back Market Warranty and Return Policy, and have a Quality Assurance Plan in place. If you buy from a non-R2 Certified Seller before those devices can be resold, you must obtain proof that you have Data Destruction and Testing documentation for all devices.  Data Destruction requires that you erase or destroy all data contained in or on the Products prior to their resale or other disposition. Testing requires that you be able to provide records that indicate both the test procedures used, and the results of those procedures on all equipment sold. If your R2 Certification status changes, it is your responsibility to contact the Mana by Back Market team to have your profile updated.

 

3.4. You are responsible for maintaining the confidentiality of your Account information, including your username and password, and for all activity that occurs under your Account. Only the registered Buyer is authorized to use the Site with his/her username and password and the Buyer agrees not to allow access to the Account by any other person. You agree to notify Mana by Back Market immediately of any unauthorized use of your Account or password, or any other breach of security. You represent, warrant and agree that a) your use of the Site is for business purposes only; and b) the address you provide when registering is the principal place of business of your business entity.

 

3.5. You also agree that Mana by Back Market may, in its sole discretion and without prior notice to you, limit, restrict, suspend or terminate your access to the Site and your Account or take any other action as Mana by Back Market may deem necessary or appropriate for any reason, including without limitation: (1) attempts to circumvent any software security features, (2) suspected or actual violation of these Terms including the documents referenced, (3) suspected or actual copyright infringement, (4) requests by law enforcement or other government or regulatory agencies.

 

 

4. Posting Feedback.

 

You agree that the submission of any ideas, suggestions, documents, reviews, comments and/or proposals to Mana by Back Market through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Mana by Back Market has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. By submitting Feedback, you agree that: (a) you will not post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by Mana by Back Market in its sole discretion; and (b) you will not post any content that contains personal information about any individual, violates the privacy of any other individual or entity, or violates anything that you are under a contractual obligation to keep private or confidential. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Mana by Back Market a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable 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 Feedback, and to sublicense the foregoing rights.

 

 

5. Order Acceptance and Sales Process.

 

You agree that your Order constitutes an offer to buy under these Terms. By placing an Order with us, you consent to receive communications from us regarding your Order. You agree that any information contained in the Order shall be deemed correct. Please note that there may be certain offers that Mana by Back Market is unable to accept and must cancel. Mana by Back Market may choose not to accept any Orders in our sole discretion or may limit or cancel quantities purchased per order. After having received your Order, we will send you a confirmation email which will contain your Order number and details of the Products you have ordered. Acceptance of your Order and the formation of the contract of sale will not take place unless and until you have received your Order confirmation email. All Orders must be reviewed, for resale tax compliance (including but not limited to value-added tax (VAT) and customs duties) and other requirements, and approved by us or we will not be obligated to confirm the sale of the Products to you. The actual contract for sale is directly between you and the Seller. Back Market does not transfer legal ownership of items from the Seller to the Buyer. You agree that receiving the order creates a responsibility for any sales, use, excise, value-added tax (VAT) or similar tax or duty associated with the import of Products.

 

 

6. Price and Payment Terms.

 

6.1  Mana by Back Market applies a 3% fee on the actual sales price at which the Devices were sold, excluding amounts for shipping or similar charges, sales taxes and other transactional charges (the “Mana by Back Market Service Fee”).  It is in Mana by Back Market’s sole discretion to choose whether to waive the Mana by Back Market Service Fee for certain Active Merchants. To learn more about how to start selling on our consumer marketplaces please write at newbiz@backmarket.com or register now here.

 

In the case of an RRR, if your purchase is refunded partially or fully, and you were charged the 3% Buyer fee, the proportionate amount of this fee will also be refunded. 

 

6.2. Purchases made from outside of the United States will be processed through Reach, our payments partner, and the Buyer will be required to accept these Terms of Service to complete payment.

 

6.3. All prices, discounts, and promotions listed on the Site are subject to change without notice. The price charged for a Product will be the price advertised on the Site at the time the Order is placed, subject to the terms of any promotions or discounts that may be applicable. Price increases will only apply to Orders placed after the time of the increase. Posted prices do not include taxes. Unless otherwise specified, posted prices do not include shipping and handling or insurance. The price charged will be clearly stated in your Order confirmation email. Please note we may occasionally make inadvertent errors related to pricing and availability. Mana by Back Market disclaims all responsibility for pricing, typographical, or other errors and reserves the right to correct any such errors and to cancel any Orders arising from such errors.

 

6.4. For all US based Buyers, all prices listed on the Site are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind (“Taxes”). The amount of any Taxes applicable shall be added to the purchase price and paid by you. Alternatively, you represent and warrant that you hold a valid resale or other tax exemption certificate and shall provide us with a copy of the tax exemption certificate upon request. Mana by Back Market shall not be responsible for any Taxes or other penalties if a tax exemption certificate is not accepted by the applicable taxing authority, and you shall be solely liable for and obligated to pay for any Taxes,  interest, and penalties assessed by a taxing authority or any other third party in connection with, arising out of, or otherwise resulting from the purchase of any Products from the Site.

 

For all European based Buyers, with the exception of purchases of Products located in the same EU country, all prices listed on the Site are exclusive of all sales, use, and excise taxes, and any other similar transaction taxes, duties, and charges of any kind (“Taxes”). In the case of a Buyer and the Products purchased being located in the same EU country VAT will be calculated and charged to the Buyer. If the VAT Margin Scheme applies to a Product it will be clearly indicated on the website's listing and on your invoice. The amount of any Taxes applicable may be calculated on the purchase price plus shipping costs and charged to you by the shipping carrier. Mana by Back Market, acting in the capacity of a Marketplace, shall not be responsible for any Taxes or other penalties by the applicable taxing authority, and you shall be solely liable for and obligated to pay for any Taxes,  interest, and penalties assessed by a taxing authority or any other third party in connection with, arising out of, or otherwise resulting from the purchase of any Products from the Site.

 

6.5. Terms of payment are within our sole discretion and, unless otherwise agreed to by us in writing, payment must be received, by us following acceptance of an Order and prior to shipment. Mana by Back Market may revise the payment terms from time to time in its sole discretion. Mana by Back Market will determine in its sole discretion if your payment is complete. The Buyer's contact details, such as full name and shipping address, will be available to the Seller once the payment has been made.

 

6.6. When your Order is confirmed and the invoice sent to you, we will hold the Products for forty-eight (48) hours. If payment is not received within such time, we may no longer hold the Products and they are no longer guaranteed to be available for purchase.

 

 

 

7. Shipment and Delivery.

 

The Seller is responsible for selecting which shipping options will be offered to you. 

 

7.1. Where the Seller selects to allow you to arrange shipping (“Buyer-Arranged Shipping”), you are responsible for the shipping fees,  any applicable duties and taxes and for arranging the product transport. The incoterm for a cross-border, Buyer Arranged shipment is Ex works (EXW).  Under this incoterm the Buyer is responsible  for export and import clearance. Upon your payment, Mana by Back Market will connect you with the Seller via email. At that time the Seller will have one (1) Business Day to provide you with the necessary pick up information, including weight of the package(s), package dimensions, pick-up address, available time slots for pick up, and any other additional notes. Products must be available for pick up within two (2) Business Days of your payment and Order confirmation.  You, as the party arranging shipping, must provide Mana by Back Market with the tracking number to support the Mana Warranty Policy. Failure to provide the tracking number within a reasonable period of time post purchase will void the Seller’s obligation to support the Mana Warranty Policy. 

 

7.2. Where the Seller elects to arrange shipping on their own behalf (“Seller-Arranged Shipping”) the Seller will either include the shipping fee in the Product listing price or separate the fixed price shipping rate which you must pay in addition to the Product lot price. The incoterm for a cross-border, Seller Arranged shipment is Delivered at Place (DAP), under this incoterm the Buyer is responsible for import clearance and any applicable local taxes or import duties.  For Seller-Arranged Shipping, once you have provided payment, the Seller will have two (2) Business Days to confirm shipment and an additional seven (7) days for shipments within the same continent and ten (10) days for International shipments (example: U.S to Europe).

  

8. Returns and Refunds.

 

Returns and refunds will be made in accordance with the Mana by Back Market Warranty Policy. Please see our terms and conditions for returns and refunds at the Mana by Back Market Warranty Policy. For the best service, any complaints by the Buyer should never be sent directly to the Seller.

 

In the case of an RRR, if your purchase is refunded partially or fully, and you were charged the 3% Buyer fee, the proportionate amount of this fee will also be refunded.

 

9. Indemnification.

 

You agree to defend, indemnify and hold harmless Mana by Back Market and its affiliates, officers, service providers, other End Users, distributors, licensors, officers, directors, agents, partners and employees from any loss, costs, liabilities, claims or demands, including reasonable attorneys’ fees, made by any third party arising out of or related to (a) your violation of these Terms; (b) your End User Content; (c) your use of or inability to use the Back Market Site; or (d) your violation of any applicable laws, rules or regulations. Mana by Back Market reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Mana by Back Market in asserting any available defenses. You agree that the provisions in this section will survive any termination of your account, this Agreement or your access to the Site.

 

 

10. Disclaimers.

 

10.1. We do not provide any warranties with respect to the Products offered on our Site. We do not manufacture or control any of the Products offered on our Site nor do we own, possess or sell the Products listed on the Site. The availability of Products through our Site does not indicate an affiliation with or endorsement of any product, service or manufacturer.

 

10.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SITE AND RELATED BACK MARKET MANA SERVICES IS AT YOUR SOLE RISK, AND THE SITE, SERVICES, CONTENT, DATA AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. BACK MARKET MANA EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

10.3. YOU UNDERSTAND AND AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF A MANUFACTURER’S OR SELLER’S FAILURE TO HONOR ANY WARRANTY OBLIGATIONS TO YOU.

 

10.4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OR THROUGH BACK MARKET MANA WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

 

10.5. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

 

 

11. Limitation of Liability.

 

YOU AGREE AND UNDERSTAND THAT IN NO EVENT SHALL BACK MARKET MANA, ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF (I) THESE TERMS (II) THE USE OF OR INABILITY TO USE THE SITE, (III) ANY AND ALL INTERACTIONS OR COMMUNICATIONS WITH ANY END USER OF THE SITE, (IV) ANY PRODUCTS, SERVICES, CONTENT, INFORMATION OR DATA PROVIDED ON OR THROUGH THE SITE, WITH THE DELAY IN USE OF THE SITE OR RELATED SERVICES, (V) THE PROVISION OF OR FAILURE TO PROVIDE ANY PRODUCTS OR SERVICES OR THE FAILURE TO PROVIDE ANY INFORMATION, ELECTRONIC MESSAGES OR OTHER COMMUNICATIONS, (VI) FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT ON OR OBTAINED THROUGH THE SITE, OR (VII) OTHERWISE ARISING OUT OF THE USE OF THE SITE OR RELATED BACK MARKET SERVICES WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF BACK MARKET MANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OR POSTED ON THE SITE, THE MAXIMUM LIABILITY THAT BACK MARKET MANA SHALL HAVE SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.

 

 

12. Procedure for Making Claims of Infringement.

 

It is Mana by Back Market’s policy to terminate the privileges of any End User who repeatedly infringes copyright upon prompt notification to Mana by Back Market’s by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Site of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, their agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Mana by Back Market’s Copyright Agent for notice of claims of copyright infringement is as follows: Copyright Department, BACK MARKET, 185 Alewife Brook Parkway, Suite #210, Cambridge, MA 02138.

 

 

13. Electronic Communications.

 

The communications between you and Mana by Back Market use electronic means, whether you visit the Site or send Mana by Back Market emails, or whether Mana by Back Market posts notices on the Site or communicates with you via email. For contractual purposes, you (1) consent to receive communications from Mana by Back Market in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures and other communications that Back Market provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. Back Market is not responsible for any electronic communication missed or lost by the Seller. The foregoing does not affect your statutory rights, including but not limited to your rights under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq.

 

 

14. Export Control and Sanctions.

 

You may not use, export, import or transfer the Site or any related software or services except as authorized by U.S. law and any other applicable laws. In particular, but without limitation, the Site including any software or related services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Site, you represent and warrant that you, any person controlling or controlled by you, any person having a beneficial interest in you, or any person for whom you act as agent or nominee in connection herewith are not an individual or entity, country or territory, that is named on a list issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or an individual or entity that resides, is organized or chartered, or has a place of business, in a country or territory subject to OFAC’s various sanctions/embargo programs. You also will not use the Site including any software or related services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that Products, services or Mana by Back Market.

 

Technology provided by Mana by Back Market are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export or transfer Mana by Back Market Products, services or Mana by Back Market Technology, either directly or indirectly, to any country in violation of such laws and regulations.

 

15. Anti-Money Laundering.

 

The operations of Mana by Back Market and its subsidiaries in connection with any payment for goods or services purchased from Mana by Back Market are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where Mana by Back Market and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”).

 

15.1 You certify that you are not (i) a resident in, or organized or chartered under the laws of (A) a jurisdiction that has been designated by the Secretary of the Treasury under the USA PATRIOT Act as warranting special measures and/or as being of primary money laundering concern, or (B) a jurisdiction that has been designated as non-cooperative with international anti-money laundering principles by a multinational or inter-governmental group such as the Financial Action Task Force on Money Laundering (“FATF”) of which the United States is a member; (ii) a financial institution that has been designated by the Secretary of the Treasury as warranting special measures and/or as being of primary money laundering concern; (iii) a “senior foreign political figure,” or any “immediate family” member or “close associate” of a senior foreign political figure, in each case within the meaning of Section 5318(i) of Title 31 of the United States Code or regulations issued thereunder; or (iv) a prohibited “foreign shell bank” as defined in Section 5318(j) of Title 31 of the United States Code or regulations issued thereunder, or a U.S. financial institution that has established, maintains, administers or manages an account in the U.S. for, or on behalf of, a prohibited “foreign shell bank.”

 

15.2 You certify that as a condition of doing business with Mana by Back Market, that you (and all of your employees and agents) shall comply with all the Anti-Money Laundering Laws in connection with any transaction, transfer, deposit, advance, or payment for goods or services provided by Mana by Back Market. 

 

15.3 You certify that any payment or transfer of funds to Mana by Back Market for goods or services is not in violation of U.S. or foreign currency laws.

 

15.4 You agree that you shall not make any payment or transfer of funds into Mana by Back Market’s account in cash or any form of cash equivalent (e.g., personal check, cashier’s check, certified check, Western Union, Moneygram, AMEX/ traveler’s check). 

 

15.4 You agree to strictly adhere to Mana by Back Market’s payment policies and procedures. Any change in payment method must be approved in writing by Mana by Back Market before any order is fulfilled; noncompliance shall result in the cancelation or delay of any pending order.  

 

15.6 You acknowledge and agree that payment by any means except as pre-approved is subject to rejection by Mana by Back Market in its sole discretion, and that Mana by Back Market may file appropriate reports of such transactions with the U.S. Department of the Treasury and other governmental agencies.

 

16. Dispute Resolution.

 

If any claim or dispute should arise with respect to any matter relating to these Terms or other documents referenced herein, the claim or dispute shall first be resolved by mediation pursuant to the Commercial Mediation Rules of the American Arbitration Rules of the American Arbitration Association.

 

 

17. General.

 

No delay or failure to take action under these Terms shall constitute any waiver by Mana by Back Market of any provision of these Terms. If any provision of these Terms is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of these Terms will continue in full force and effect. These Terms will bind and inure to the benefit of Mana by Back Market's successors and assigns. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York. These Terms are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate these Terms shall be null and void. Mana by Back Market may freely assign these Terms without consent or notice. These Terms do not and are not intended to confer any rights or remedies upon any person or third party other than you. You acknowledge that Mana by Back Market is entitled to subcontract any of its contractual obligations related to the provision of services described herein to third parties selected by Mana by Back Market. These Terms do not create any relationship of subordination, mandate, silent partnership, joint venture or any employer/employee or franchisor/franchisee relationship between Mana by Back Market and you. These Terms constitute the complete and exclusive agreement between Mana by Back Market and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. Mana by Back Market shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.