Last Updated: April 30, 2025

Overview of SewShare’s Seller Marketplace Terms

Welcome to the SewShare Marketplace! 

Our Seller Terms provide you with essential guidelines to help navigate your role as a seller in our vibrant community. Here’s why this document is crucial:

• Marketplace Participation: The terms outline how you can sell products on SewShare, emphasizing the need to have legal rights to sell what you list. Remember, your agreement to these terms is confirmed when you list products or use our tools.
• Product Guidelines: It’s important to ensure that all products are authentic and meet our Acceptable Use Policies. Understanding and following these guidelines help maintain a high standard across our marketplace.
• Sales Transactions: As a seller, you are responsible for transactions with buyers, including fulfillment and customer service, while SewShare coordinates order routing and payment processing through partners like PayPal.
• Promotions and Pricing: Participation in marketplace promotions is automatic, but there are options to opt-out. It’s also crucial to ensure your pricing aligns with terms offered elsewhere to maintain fair competition.
• Returns and Customer Service: You’ll handle all customer service aspects, including returns and refunds. Keeping your return policies up to par with your own or better ensures customer satisfaction.
• Legal and Compliance Requirements: Sellers must comply with various legal requirements, such as tax obligations and providing necessary product documentation. Compliance helps protect you from legal issues.
• Confidentiality and Intellectual Property: The terms include how to handle SewShare’s confidential information and use seller content, ensuring that both parties’ IP rights are respected.

By understanding and adhering to these terms, you help build a positive and trustworthy marketplace environment.

ARTICLE I: INTRODUCTION 

The terms contained in Article I apply to all SewShare Sellers. 

This Agreement applies to any entity (“Seller” or “you”) that wants to sell goods or services (“Products”) in the SewShare Marketplace through the SewShare.com site or any SewShare applications (“SewShare.com Sites”), or use any platform, portal, web service, application, interface, or other tool provided by or for SewShare.com in connection with the SewShare Marketplace (“SewShare.com Tools”). The SewShare.com Sites and the SewShare.com Tools shall be collectively known as the SewShare.com Marketplace Program, the SewShare Marketplace, or the Marketplace Program. 

By submitting your application, clicking the “I’ve read and agree to the Terms for the SewShare Marketplace” check box which you are prompted to click, or by offering any Products for sale on the SewShare Marketplace, or using any of the SewShare.com Tools, you agree to be bound by all terms and conditions of this Agreement (including the Seller Terms and Policies), as this Agreement (or the Seller Terms and Policies) may be updated from time to time in accordance with this Agreement. 

You represent and warrant that you are registering with the SewShare Marketplace on behalf of an entity and that you have the requisite right, power, and authority to enter into this Agreement on behalf of the entity you register with the SewShare Marketplace. You represent and warrant that you will update all of the information you provide to us in connection with the SewShare Marketplace and SewShare Tools as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information) from time to time. 

SewShare LLC may change this Agreement or the Seller Terms and Policies, including by introducing entirely new terms on subjects not previously addressed, at any time in its sole discretion. The changes will be effective upon posting of such updates in Seller Dashboard, which is the primary web-based interface provided to you by SewShare.com as part of the Marketplace Program. You are responsible for reviewing such postings and any applicable changes. Your continued participation in the SewShare Marketplace Program, including offering any Products for sale on the SewShare.com Marketplace or using any of the SewShare.com Tools constitutes your acceptance of such changes. If you do not agree to any posted changes, do not continue to use the SewShare.com Marketplace or the SewShare.com Tools. 

ARTICLE II: SEWSHARE MARKETPLACE PROGRAM TERMS AND CONDITIONS 

The terms contained in Article II apply to all SewShare Marketplace Sellers. 

1. SewShare’s Role 

SewShare, through the SewShare Marketplace Program, provides the SewShare.com Sites and SewShare.com Tools to enable you to sell your Products to third party buyers (“Customers”). You may only sell those Products you have the legal right to sell and must do so consistent with the terms and conditions of this Agreement. All transactions with Customers are between you and the Customer, and you will be the Seller of record. SewShare.com is not a party to any transactions although SewShare.com will provide order routing in connection with the transactions, and Paypal Inc, will provide the payment services. You acknowledge and agree that SewShare.com may contract with third party service providers to provide SewShare.com management software and other services for the SewShare Marketplace Program. 

2. General Product Policy 

(a) Product Guidelines. The SewShare Marketplace Terms and Conditions describe certain general obligations regarding Products you may and may not list on the SewShare Marketplace. The Acceptable Use Policy provides more detail regarding SewShare.com’s product requirements. You will not list, market, promote, offer for sale, or sell any Products through the SewShare.com Sites in violation of this Agreement or the Acceptable Use Policy. 

(b) Abiding by the Law. You will (and you represent and warrant that you will) comply with all applicable “Laws” (meaning all applicable laws, regulations, legal requirements, and generally accepted industry standards and self-regulatory principles), including Laws related to marketing, packaging, consumer and product safety, product testing, labeling, and pricing in connection with this Agreement; your use of the SewShare Marketplace and the SewShare.com Tools, and your marketing, promotion, offering for sale, or selling any Products through the SewShare Marketplace. Upon SewShare’s request, you will promptly provide SewShare with (i) certificates of authenticity (or similar documentation) for Products, (ii) documentation (e.g. email verifications from the brand owner or supplier) showing that you have a legal right to sell the Products through the SewShare.com Sites, (iii) documentation (e.g. email verifications from applicable rights holders) showing that you are licensed or otherwise have a right to use any SellerProduct Content (as defined below), and (iv) any other information or documentation requested by SewShare. 

(c) Legal Right to Sell. You may sell a Product on SewShare.com through the Marketplace Program if you are the creator and owner of a Product, an authorized reseller of that Product, or purchased or otherwise legally acquired that Product from an authorized reseller of that Product, or otherwise have a legal right to sell that Product. 

(d) Product Authenticity. You may only sell Products through the Marketplace Program that are authentic. You will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. You may not (and you represent and warrant that you will not) list any Product or Seller Product Content on the SewShare.com Sites or through the Marketplace Program that is counterfeit, illegal, stolen, or fraudulent, or infringes any third-party “Intellectual Property Rights” (meaning any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property or proprietary right), or that you otherwise do not have the right to sell. All information you provide about the Product will be accurate, current, and complete and not misleading, deceptive, or fraudulent in any way. 

(e) Prohibited or Restricted Listings. SewShare.com, in its sole discretion, may remove (but does not have the affirmative obligation) listings or Seller Product Content, or prohibit you, or ask you to refrain from listing any Products or providing any Seller Product Content. In addition, SewShare.com may remove your listings in its sole discretion in response to notices of alleged copyright infringement, trademark misappropriation, or other Intellectual Property Rights or other claims. If SewShare.com requests that you remove Products or Seller Product Content from the SewShare.com Sites, you will make commercially reasonable efforts to remove the Products or Seller Product Content within 24 hours of such request so that the Products and related Seller Product Content no longer appear on the SewShare.com Sites. You will not list or include such removed Products or Seller Product Content on the SewShare.com Sites at any time unless their inclusion is specifically authorized by SewShare.com in writing. 

3. Seller Product Content and Seller Trademarks 

You may provide certain product information and any related media, materials, links, images, and other content (together, the “Seller Product Content”) in connection with this Agreement. You represent and warrant that all Seller Product Content you provide is truthful and accurate and is in compliance with all Seller Policies and that you will not use Seller Product Content to redirect end users of the SewShare.com Sites to any other sales channels. You hereby grant SewShare.com and its affiliates, and its service providers and marketing partners, a non-exclusive, royalty-free, perpetual, sublicensable, irrevocable right and license (a) to publish, reproduce, display, distribute, transmit and otherwise use Seller’s name, trademarks, service marks, and logos (“Seller Marks”), and (b) to publish and perform, reproduce, distribute, transmit, display, modify, create derivative works of, and otherwise use and all Seller Product Content, in each case in connection with the SewShare Marketplace Program (including without limitation advertising, marketing and promoting the Products, other products, or the Marketplace Program through the SewShare.com Sites, third party websites, email, social media or any other medium). SewShare.com and its affiliates may permit Customers, users of the SewShare.com Sites, and other third parties to share and post Seller Product Content on their websites, applications, and social media outlets. You acknowledge and agree that SewShare.com assumes no responsibility or liability for any Seller Product Content (including, but not limited to, no responsibility for reviewing or policing such Seller Product Content or any third party’s use of such Seller Product Content), and you are solely responsible for the use of the Seller Product Content. 

4. Required Product Information 

(a) Seller Product Content. In order to list a Product for sale on the SewShare.com Sites, you must provide all requested Seller Product Content. Additionally, Seller Product Content provided by you to SewShare.com for the SewShare.com Sites must be of at least the same level of quality as the highest quality information displayed or used on the Seller Site or any other online sales channel for Seller’s Products and provides users of the SewShare.com Sites with at least as much product information, images and other content as the information provided on the Seller Site or any other online sales channel for Seller’s Products. 

(b) Inventory Feed. You will (i) use commercially reasonable efforts to timely provide SewShare.com with an error-free updated inventory feed for those Products where inventory levels have changed since the last inventory feed provided for such Product, and (ii) provide SewShare.com with a daily inventory feed for all Products.  If you create Products directly through the Seller Dashboard on SewShare.com you will use commercially reasonably efforts to keep inventory up-to-date at all times. 

(c) No Unlicensed Content. If you do not have but need a license from the brand owner or supplier to use certain content related to a Product, do not provide that content to SewShare.com. 

5. Pricing

1. Pricing Obligations. You agree that the prices and terms offered for any product or service listed on the SewShare Marketplace will be no less favorable than those offered (i) on your own website or other direct sales channels, or (ii) on any other third-party platforms or marketplaces where you list the same product or service. This applies to all pricing components, including but not limited to base price, discounts, shipping fees, and promotional offers. You may not offer more favorable terms (e.g., lower prices, additional perks) on competing platforms or sales channels.
2. Exceptions. Temporary promotions exclusive to the SewShare Marketplace are permitted.
3. Compliance. You agree to provide the SewShare Marketplace with access to relevant pricing information across other platforms for verification purposes. Non-compliance may suspension or termination of your seller account in the SewShare Marketplace. SewShare.com reserves the right to amend this clause with prior notice to ensure compliance with applicable competition laws and market conditions.

6. Participation in Marketplace Promotions. 

1. Default Opt-In. By listing products or services in the SewShare Marketplace, you acknowledge and agree to automatically participate in promotional campaigns, discounts, and marketing initiatives organized by SewShare.com from time to time, unless explicitly opted out as outlined below. Promotions may include, but are not limited to, site-wide discounts, seasonal sales events, featured product showcases, and targeted marketing campaigns. SewShare.com reserves the right to determine the structure, duration, and terms of each promotional campaign.
2. Impact on Pricing. During promotional periods, SewShare.com may apply discounts or other incentives to your products or services. Any adjustments will be reflected in the final sale price displayed to buyers, and you will still receive your agreed-upon share of revenue based on the promotional pricing unless otherwise specified.
3. Opt-Out Option. You may choose to opt out of specific promotions by providing written notice to Sewshare.com. Opt-out requests must be submitted at least 14 days prior to the start of a promotion.
4. Notification of Promotions. SewShare.com will make reasonable efforts to notify Sellers in advance of major promotional campaigns via email or through the Seller dashboard. 
5. Liability and Discretion. SewShare.com retains sole discretion over all promotional activities and reserves the right to modify or cancel campaigns at any time without liability to Sellers. Participation in promotions does not guarantee increased sales or visibility for individual stores.

7. Referral Fees and Payment 

(a) Referral Fees. SewShare.com will earn a referral fee equal to a percentage of the gross sales proceeds that remain after PayPal Inc. payment transaction fees are taken from the sale of Products, excluding only shipping and taxes separately stated and charged, (the “Referral Fee”) from each Product sale through the SewShare.com Sites as further set forth in the Referral Fee Schedule. SewShare.com will remit to you the total amount it collects from the sale of Seller’s Products, less the PayPal Inc. payment transaction fees and the Referral Fee, for completed Product Orders. 

(b) Payment. All payments to you  will be remitted through PayPal, Inc. to your Paypal Account. We may offset any amounts that are payable by you to us against any payments we may make to you, or collect payment from you by any other lawful means. We will impose an initial holding period of 5 days as a security requirement before funds will be disbursed. If SewShare.com concludes that your actions or performance in connection with this Agreement may result in customer disputes, chargebacks, violations of Seller Policies, risks to SewShare.com or third parties, or other claims, then SewShare.com may, in its sole discretion, delay or  withhold any payments to be made or that are otherwise due to you under this Agreement pending completion of any investigation(s) regarding your actions or performance in connection with this Agreement. If SewShare.com determines that your account has been used to engage in fraudulent, deceptive or illegal activity or repeated violation of Seller Policies, we may permanently withhold payments to you in our sole discretion. 

8. Purchase/Order Processing, Fulfillment, and Shipping

(a) Order Process. All transactions with Customers are between you and the Customer, and you will be the seller of record. Customers will place orders (the “Orders”) using SewShare.com cart checkout and PayPal Payment services.  SewShare.com will make available in the Seller Dashboard and electronically transmit to you the Order information that is necessary to fulfill each Order (the “Transaction Information”). SewShare.com will send an automated email message to each Customer confirming receipt of an Order. 

(b) Order Fulfillment. Once SewShare.com has transmitted an Order to you, you will, at your own expense, be solely responsible for, and bear all liability for, the fulfillment of the Order, including without limitation, packaging and shipping non-digital Products and customer service. If you cannot fulfill the Order, then you will cancel the Order and promptly notify the Customer and SewShare.com. 

(c) Shipping Options. You are responsible for properly specifying shipping options for all non-digital Products. You will provide SewShare.com with the shipping, handling, and any other charges for each Product required, separate from the purchase price. 

(d) Shipping Process. You will be responsible for shipping all Products purchased by Customers in accordance with your Shipping Policy as stated in your SewShare Store. You will be responsible for all shipping charges and for any costs or charges related to shipping-related problems, including without limitation, damaged or lost Products, late shipments or misdelivery. You will be solely liable for all costs related to any duplicate or inaccurate shipments. Packaging for Products may not contain any Seller marketing materials, e.g. flyers or postcards, and emails sent by you to Customers in connection with an Order will not contain any marketing materials or links to any Seller or third party website, except for links to shipping websites that permit the Customer to track shipment of their Order. 

(e) Shipping Status Reports. Orders not timely shipped in accordance with your Shipping Policy may be automatically cancelled by SewShare.com and you will be solely liable and responsible for all Product costs and shipping costs associated with such cancelled Order and you forfeit any claims for any payments of Referral Fee otherwise payable under this Agreement related to such cancelled Orders. 

(f) Risk of Fraud or Loss. Please note that, although Paypal Inc. will bear the risk of credit card fraud occurring in connection with an Order, you will bear all other risk of fraud or loss and all costs related thereto. For all credit card chargebacks for which you bear the risk, SewShare.com will offset such chargeback amounts against amounts otherwise owed you, or send you an invoice and you will pay such invoice within 30 days of receipt. However, notwithstanding the foregoing, SewShare.com will not bear the risk of credit card fraud in connection with any Product that is not shipped by you to the shipping address specified in the Transaction Information provided by SewShare.com, and you will be responsible for all costs related to such credit card fraud under these circumstances. 

9. Price Adjustments; Cancellations, Returns, Refunds, and Recalls 

(a) Price Adjustments. In the event that you include a mistake or error in connection with a Product sold on the SewShare Marketplace, upon receipt of an Order, at SewShare.com’s discretion, you may be required to honor such mistake or error and provide the Product to the Customer. 

(b) Return Logistics and Cancellations. You are solely responsible for processing all Customer cancellations, returns, refunds and/or customer service price adjustments. You will stop and/or cancel any Order if requested by SewShare.com; provided that, if you have transferred Products to a shipper, you will use commercially reasonable efforts to stop and or cancel delivery by the shipper.

(c) Improper Returns and Abandonment. You represent and warrant that you shall include and keep updated with SewShare.com a proper and valid return address for Customer to return Products according to your Store return policy. In the event that your Products are returned to SewShare.com you acknowledge and agree that such Products shall be considered abandoned by you, and SewShare shall have sole discretion to handle the disposition of your Products. You will pay any and all costs incurred by SewShare.com for improperly received Products.  

(d) Return Policy. Your return and refund policies for Products sold through the SewShare.com Sites will be no less favorable to Customers than your most favorable policies offered on your website (“Seller Site”) for such Products and must comply with your Returns Policy. 

(e) Refunds. You will be responsible for all non-cash refunds (e.g. exchanges). If you determine a Customer is due a cash refund (e.g., via a refund to the Customer’s credit card, debit card, or other form of original payment), you will notify SewShare.com and include other related information requested by SewShare.com. For cash refunds, you will provide the refund to the Customer via the Customer’s original payment method (e.g., credit or debit card) through the Order tab in your Seller Dashboard. You will be responsible for reimbursing SewShare for any cash refunds or adjustments SewShare.com makes to a Customer and SewShare.com, in its sole discretion, will obtain reimbursement from you either (i) via offset of any amounts payable by SewShare.com to you or (ii) by billing you for such amounts.

(f) Recalls. SewShare.com will have no responsibility or liability for any recalls of Products sold through the SewShare.com Sites. You are solely responsible for any non-conformity or defect in, or any public or private recall, or any safety alert of Seller’s Products. You will promptly remove any recalled Products from the SewShare.com Sites by unpublishing the Products. You will notify SewShare.com by email at care@sewshare.com of all Product recalls within 24 hours of becoming aware of the recall and will promptly provide SewShare.com with all information reasonably requested regarding the recall. 

10. Customer Service 

(a) Obligations. You will be responsible for all customer service. Customer inquiries will be made through your SewShare store dashboard customer support feature. In performing such customer service, you will always represent yourself as a separate entity from SewShare.com. You will not disparage SewShare.com or its affiliates or its or their products or services when performing customer service obligations or any other obligation under this Agreement.

11. Reporting and Audit Rights 

(a) Reporting. You will, within a reasonable period of time (not to exceed 30 days) following request from SewShare.com, provide SewShare.com with any reports, information or other documentation relating to your compliance with this Agreement and applicable Law reasonably requested by SewShare.com. In the event SewShare.com requests that you provide SewShare.com with copies of reports that you were required to file with the Consumer Product Safety Commission or any other regulatory agency, you will provide such reports within 7 days of SewShare.com’s written request. 

(b) Audit Rights. You will keep accurate and complete books, records, product testing, compliance information and records, and accounts related to your Products, the Marketplace Program transactions and this Agreement, and will allow SewShare.com, or its duly authorized representative, the right, upon not less than 5 business days prior written notice, during the term of this Agreement and for two (2) years after its termination or expiration to conduct, during regular business hours, full and independent audits and investigations of all information, books, records, product testing, compliance information and records, and accounts reasonably required by SewShare.com to confirm your compliance with the terms of this Agreement and applicable Law. The cost of any and all audits shall be borne by you. Further, upon SewShare.com’s sole discretion, SewShare.com may require you to submit your Products to additional audit and compliance testing which shall be at your sole cost and expense. 

12. Ownership and Use Rights 

(a) Ownership of SewShare Marketplace. SewShare.com, its affiliates, and their service providers and licensors retain all right, title and interest (including all Intellectual Property Rights) in and to (i) the SewShareMarketplace, the SewShare.com Sites and the Sewshare.com Tools and (ii) any of their Confidential Information (as defined herein). Except for a limited right for you to access the SewShare.com Sites and SewShare.com Tools made available to you in accordance with and subject to all the terms and conditions of this Agreement, SewShare.com, its affiliates, and their service providers and licensors, as applicable, retain all rights in the foregoing and grant no other rights or licenses (whether by implication, estoppel, or otherwise) under any of their Intellectual Property Rights under or in connection with this Agreement. 

(b) Ownership of Transaction Information. SewShare.com owns (and you hereby assign to SewShare.com) all Transaction Information and all other information relating to Orders or Products, including, but not limited to, information that is created as a result of a transaction, and ratings and reviews provided by Customers. All such information is subject to the SewShare.com Privacy Policy and any additional privacy guidelines posted by SewShare.com.

(c) Use of Transaction Information. You may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of the Agreement and the SewShare.com Privacy Policy, and applicable Law. You will not (i) disclose or convey any Transaction Information to any third party (except as necessary for you to perform your obligations under the Agreement); (ii) use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Customer to make an alternative or additional purchase; (iv) target communications of any kind on the basis of the intended recipient being a SewShare.com user; or (v) use any information about SewShare.com Customers gained through the Marketplace Program to directly solicit such SewShare.com Customers through any other sales channels. The foregoing does not prevent you from using information you gathered independent of the Marketplace Program; provided that, you do not target communications on the basis of the intended recipient being a SewShare.com user. 

(d) Ratings and Reviews. SewShare.com allows Customers to rate or review your Products and your performance as a seller. SewShare.com will have no liability to you for the content or accuracy of any ratings or reviews, and SewShare.com will have no liability or responsibility to review or moderate such ratings or reviews. 

13. Termination or Suspension; Survival 

SewShare.com may terminate this Agreement with you at any time in its sole discretion without notice to you. SewShare.com may also immediately terminate or suspend your participation in the SewShare Marketplace and your access to SewShare.com or remove your listings at any time in its sole discretion if you violate the terms of this Agreement. Sections 3, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19 shall survive the expiration or termination of this Agreement for any reason. 

14. Indemnification 

(a) Indemnity. You will protect, defend (at SewShare.com’s option), indemnify and hold SewShare.com and its affiliates (and their respective officers, employees, shareholders, directors, agents and representatives) harmless from and against any and all liabilities, costs, losses, damages, judgments, fines, penalties, interest, and expenses (including reasonable attorneys’ fees and disbursements of counsel, court costs, and costs of any investigation, defense, and settlement) arising out of any actual or alleged Claims (regardless of whether such matters are groundless, fraudulent or false) that arise out of or relate to any actual or alleged: (i) any breach (or alleged acts or omissions that if true would be a breach) of any of your representations, warranties, or obligations set forth in this Agreement; (ii) the Seller Site or other sales channels, the Products, any Seller Product Content, the advertisement, offer, sale or return of any Products; (iii) any actual or alleged violation, misappropriation or infringement of any Intellectual Property Rights by you, the Products, or any Seller Product Content; (iv) any taxes assessed, incurred, or owed in connection with, or arising out of, any transaction undertaken on the Marketplace Program, or the collection, payment or failure to collect or pay such taxes, including, but not limited to, your obligations set forth in Section 17 herein; (v) death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever, suffered, resulting or alleged to result in whole or in part from your use of the SewShare Marketplace, the Seller Site, the Products, or any Seller Product Content. 

(b) Claims. “Claim” means any action, allegation, claim, demand, lawsuit, legal proceeding, administrative or other proceedings or litigation, inquiry, audit, or investigation. 

(c) Indemnification Procedure. You shall promptly notify SewShare.com in writing of the assertion, filing or service of any Claim or other matter that is or may be covered by this indemnity, and shall immediately take such action as necessary or appropriate to protect the interests of SewShare.com, and its affiliates, respective officers, employees, shareholders, directors, agents and representatives. You shall promptly notify SewShare.com in writing of the legal counsel that you propose to engage to defend the interests of SewShare.com in such matter. 

15. Limitation of Liability 

(a) No Consequential Damages. IN NO EVENT SHALL SEWSHARE.COM OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) LOST PROFITS, LOSS OF USE, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF OR INACCURATE DATA, INTERRUPTION OF BUSINESS, (II) EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE, OR (III) FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

(b) Monetary Cap. IN NO EVENT SHALL SEWSHARE.COM’S OR ITS AFFILIATES’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, COSTS, LOSSES, DAMAGES, JUDGMENTS, FINES, PENALTIES, PENALTIES, INTEREST, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS OF ANY INVESTIGATION, DEFENSE, AND SETTLEMENT) FOR ANY REASON WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL REFERRAL FEES PAID BY YOU TO SEWSHARE.COM  PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. 

(c) Survival of Limitations. THE LIMITATIONS SPECIFIED IN THIS SECTION 15 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

16. No Warranties. 

THE MARKETPLACE PROGRAM, THE SEWSHARE.COM  SITES AND THE SEWSHARE.COM TOOLS ARE PROVIDED ON AN “AS IS” BASIS. NEITHER SEWSHARE.COM NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) THAT THE MARKETPLACE PROGRAM, THE SEWSHARE.COM SITES, OR THE SEWSHARE.COM TOOLS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SEWSHARE.COM AND ITS AFFILIATES DISCLAIM ANY AND ALL SUCH WARRANTIES. 

17. Taxes 

(a)  Tax Collected on Purchases. Paypal Inc. is the payment processor.  All taxes collected on purchases made through SewShare.com will be sent to the seller’s Paypal account for collection and remittance to the proper tax authorities.  To the extent required by applicable Law, the SewShare.com payment processor Paypal Inc. will provide IRS Forms 1099-K or other appropriate forms to you evidencing the amounts paid to you under the terms of the Agreement and any taxes withheld. You should consult with your tax advisor to ensure tax payments are made to the appropriate taxing authorities. 

(b) Withholding. If SewShare.com reasonably determines that a Law or any taxing authority requires SewShare.com to deduct or withhold any taxes (including any tax that SewShare.com reasonably determines should have been withheld from previous payments under the Agreement but was erroneously not deducted or withheld) from a payment to you under the Agreement, SewShare.com shall deduct and withhold any taxes required to be withheld by SewShare.com under applicable Law as and when the legal obligation to withhold arises, and you hereby irrevocably consent to such withholdings. 

(c) Documentation. You agree that you will provide SewShare.com or Paypal, Inc. with appropriate withholding certificates or other certificates or documentation, including but not limited to IRS Forms W-9 or W-8 (e.g., Form W-8ECI, Form W-8BEN, Form W-8BEN-E, Form W-8IMY, etc.) if requested before any payment is made to you under this Agreement, as required by Law, and upon subsequent request by SewShare.com. You further agree to timely file all required returns, report any income, and pay any applicable taxes incurred as a result of the payments you receive under this Agreement, and provide, upon request, evidence to SewShare.com, including IRS Form 4669 (or other similar form requested by SewShare.com), that such income was reported. 

18. Confidentiality. 

(a) Other Confidentiality Obligations. You may have entered into a separate confidentiality agreement withSewShare.com or its affiliates. The parties acknowledge and agree that the confidentiality obligations herein shall not modify any separate confidentiality agreement entered into by you and SewShare.com. This Agreement does not limit your obligations under any separate agreement with SewShare.com or its affiliates. 

(b) Confidential Information Defined. With respect to this Agreement, Confidential Information means any information, in any form or any medium, that is provided by SewShare.com or its affiliates to you which is (i) treated as confidential by or is a trade secret of SewShare.com, and is expressly identified, orally or visually, as “confidential”, “restricted”, or the like, (ii) is acknowledged by SewShare.com as valuable, special or a unique asset of SewShare.com, or (iii) would otherwise logically be considered confidential or proprietary of SewShare.com. SewShare.com’s Confidential Information includes, but is not limited to, this Agreement, SewShare.com’s business plans, business processes, cost, pricing, marketing, sales, customer, and strategy information, and any additional information which SewShare.com designates as confidential. In addition, you will treat as confidential, and may not disclose to any third party, any information or communication from, on behalf of, or with SewShare.com regarding your compliance with this Agreement. However, in any event, Confidential Information shall not mean information that you can prove (A) is in or becomes part of the public domain other than through an unauthorized or improper act or omission of you; (B) is or was independently developed by you without reference to SewShare.com’s Confidential Information; or (C) is or was lawfully received from a third party having no obligation as to its confidentiality. 

(c) Obligation of Confidentiality. You shall treat as confidential SewShare.com’s Confidential Information and shall protect it from unauthorized access, use, or disclosure. You will use no less than reasonable care in maintaining the confidentiality of SewShare.com’s Confidential Information. You shall not use or copy SewShare.com’s Confidential Information for any purpose other than in furtherance of authorized purposes under this Agreement. Further, you shall restrict disclosure of, and access to, SewShare.com’s Confidential Information solely to your personnel, agents or contractors who need to know such Confidential Information in furtherance of the authorized purposes under this Agreement, and only after you advise such personnel, agents or contractors as to, and they have acknowledged and agreed to comply with, the restrictions as to such Confidential Information under this Agreement as they apply to you. The restrictions on disclosure shall not apply to the extent that Confidential Information is required to be disclosed pursuant to any order or directive of a court or governmental agency of competent jurisdiction; provided that, to the extent practicable, prior written notice is given to SewShare.com so that it may, in its discretion, seek a protective order or other relief from disclosure. 

(d) Injunction. Without limiting any other remedies available at law or equity, SewShare.com shall be entitled to seek injunctive relief to enjoin any threatened or continuing disclosure or unauthorized use of its Confidential Information in violation of this Agreement. 

(e) Return of Confidential Information. Upon SewShare.com’s written request or upon the termination or expiration of this Agreement, you shall return all Confidential Information of SewShare.com in your possession or control. 

(f) Survival of Confidentiality Obligations. The confidentiality obligations hereunder shall continue for three (3) years from the expiration or termination of this Agreement; provided, however, that you shall keep any trade secrets of SewShare.com confidential as long as such information is deemed a trade secret by SewShare.com. 

19. Miscellaneous 

(a) Integrated Agreement. This Agreement, all SewShare User Agreements, and all Seller specific agreements including Terms and Policies, including the Seller Fee Schedule, Seller Supplemental Privacy Policy, Seller Individual Store Terms and Conditions, and Seller Shipping Policy and any documents linked or referenced herein, which are incorporated by reference into this Agreement constitutes the complete integrated agreement between the parties concerning the subject matter of this Agreement. 

(b) Responsibility for Affiliates and Agents. You will be responsible for any actions taken by your affiliates, agents, or other third parties on your behalf in connection with this Agreement. 

(c) Independent Contractors. You and SewShare.com are acting as independent contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. 

(d) Governing Law. This Agreement is governed by and will be construed in accordance with the laws of the State of Texas without regard to its principles of conflicts of law. You agree to exclusive jurisdiction of the federal and state courts located in Harris County, Texas shall have the exclusive venue and jurisdiction over any actions or suits relating thereto. The parties shall not raise and hereby waive any defenses based upon venue, inconvenience of forum, or lack of personal jurisdiction in any action or suit brought in accordance with the foregoing. 

(e) Assignment. You may not assign this Agreement or any of your rights or obligations under this Agreement without SewShare.com’s prior written consent. 

(f) Ongoing Warranties. Except as otherwise expressly provided in this Agreement, the representations and warranties made in this Agreement are continuous in nature and will be deemed to have been given by Seller at the execution of this Agreement and each stage of performance of this Agreement. 

(g) Insurance. You may have obligations to customers or others in the event of claims for damage or injury arising from your operations or products you sell.  At our request, you will provide to us certificates of insurance, complete insurance policies, and any other related documents evidencing the required insurance coverage. 

(h) Publicity. You may use the name, logo, trademarks or trade names of SewShare.com or any of their affiliates or otherwise, directly or indirectly, refer to SewShare.com of any of its affiliates in any publicity release, promotional material, customer or partner list, advertising, marketing or business-generating effort, whether written or oral, for the sole purpose of sending traffic to your SewShare Seller Store or SewShare.com.  For any other use, you must obtain the prior written consent of SewShare.com. 

(i) Export Control. Seller will not use the SewShare Marketplace to directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited.

(j) Severability. In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions. 

(k) Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have operated as a waiver of any right or remedy. 

(l) Attorney’s Fees. In the event either party brings any action or proceeding against the other under this Agreement, each party will be responsible for its own attorney’s fees, costs, and expenses. (m) Force Majeure. SewShare.com will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events, or other matters beyond its reasonable control.