Merchant Policy

If you are a Merchant, you agree to abide by this MODERN DESI MERCHANT POLICY (this “Merchant Policy”), which governs your use of the Services, in addition to the Modern Desi Terms of Service (the “Terms of Service”) to which you have agreed.  Any term not defined in this Merchant Policy will have the meaning given to it in the Terms of Service. In the event of a conflict between this Merchant Policy and the Terms of Service, this Merchant Policy will control over the subject matter giving rise to such conflict.

1. Accounts. 
1. Business Purpose.  You will use your Account only for the purposes of carrying on business activity as a Merchant and not for any personal, household or family purpose.
2. Merchant Owner.  The person creating and controlling your Account, will be the person responsible for overseeing all of your Merchant activity through the Services (the “Merchant Owner”).  If you are creating an Account on behalf of your employer, your employer shall be the Merchant Owner.  If you are creating an Account on behalf of your employer, then you must use your employer-issued email address, and you represent and warrant that you have the authority to bind your employer to the Terms of Service and this Merchant Policy.  Your Merchant Store can only be associated with one Merchant Owner. A Merchant Owner may have multiple Stores. “Store” means your online store on the Services associated with your Account.
3. Staff Accounts. 
1. Based on your Modern Desi pricing plan, you can create one or more staff Accounts (“Staff Accounts”) allowing other people to access your Account.  With Staff Accounts, the Merchant Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information.
2. The Merchant Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under this Merchant Policy and the Terms of Service.
2. Transactions.  
1. Transaction Information.  When Users buy Merchant Items through your Store (a “Transaction”), we will provide the payment portal for such Transactions, will process any payment information, and will handle any payment-related disputes, refunds, credits, and adjustments.  The only Transaction Information to which you are entitled, and which we will share with you, is the name and contact information of each User engaging in a Transaction, and you will use such Transaction Information solely for the delivery of Merchant Items to the applicable User, for providing them with any related customer service, and for marketing to them, as long as such marketing complies with the Privacy Policy.  Your license to any Transaction Information that we share with you is non-exclusive, limited, revocable, non-transferable, and non-sublicensable.  Furthermore, you will maintain any Transaction Information that we share with you in accordance with the Privacy Policy and all applicable laws.  You will comply with all of our instructions to you regarding your access, use, maintenance, deletion, and other processing of any Transaction Information that we share with you.
2. Shipping.  You are responsible for shipping all Merchant Items to Users who purchase them. You will post your own shipping policy within your Store, provided that such policy complies with any shipping rules that we make available to you with which you must comply.
3. Payment and Fees
1. Fees.  You will pay us the commission applicable to each of the Transactions you consummate through your Store through the Services (collectively, “Fees”).
2. Payment Method.  You must keep a valid payment method on file with us to pay for all Fees. We will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and we will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
3. Invoicing.  Fees are paid monthly in arrears will be billed on a date immediately following the month to which such Fees apply (each such date, a “Billing Date”).  You will be charged on each Billing Date for all outstanding Fees that have not previously been charged.  Fees will appear on an invoice, which will be sent to the Merchant Owner via the email provided.  As well, an invoice will appear on your Account.
4. Late Payments.  If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later.  If the second attempt is not successful, we will make a final attempt 3 days following the second attempt.  If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees. You may not be able to access your Account or your Store during any period of suspension.  If the outstanding Fees remain unpaid for 30 days following the date of suspension, we reserve the right to terminate your Account.
5. Taxes.  All Fees are exclusive of applicable federal, state, local or other governmental sales, goods and services taxes now in force or enacted in the future (“Taxes”).  You are responsible for all applicable Taxes that arise from or as a result of the Fees and your  Store.  To the extent that Shopify charges these Taxes on your Fees, they are calculated using the tax rates that apply based on the billing address you provide to us.  Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes on your Fees, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status.  Tax exemption will only apply from and after the date we receive evidence satisfactory to us of your exemption.  For applicable Taxes not charged by us, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
6. Refunds.  We do not provide Merchant refunds.
7. Modifications.  Fees are subject to change upon reasonable advanced notice from us. Such notice may be provided at any time by posting the changes to the Services or through a message in your Account.  We will not be liable to you or to any third party for any change in Fees. 
4. Representations and Warranties.  You represent and warrant to us that: 
1. Your Content in your Store will be honest and accurate, including that your Merchant Item descriptions and photos will be accurate, and Your Content will otherwise comply with the Terms of Service;
2. The Merchant Items that you sell will be of a high quality and will function as expected by Users who purchase them. Not coordinate pricing with other sellers; and
3. You will engage only in fair and lawful Transactions practices, in accordance with this Merchant Policy and the Terms and Services, and you will not engage in price fixing or price gouging.
5. Email.
1. Email Services.  You may generate or send email from your Account using our email services (the “Email Services”), subject to the following provisions: 
2. Content Scanning.  We employ certain controls to scan the content of emails you deliver using the Email Services prior to delivery (“Content Scanning”).  Such Content Scanning is intended to limit spam, phishing, or other malicious content that contravenes this Merchant Policy or the Terms of Service (collectively, “Threats”).  By using the Email Services, you explicitly grant us the right to employ such Content Scanning.  We do not represent or warrant that the Email Services will be free from Threats.
3. Compliance with Laws.  Your use of the Email Services must comply with all applicable laws.  It is your responsibility to know and understand the laws applicable to your use of the Email Services and the emails you generate or send through the Email Services.
4. No Sensitive Data.  You will not to send sensitive personal data, including information regarding an individual’s race or ethnic origin, political opinions, religious or philosophical beliefs, or other sensitive data (collectively, “Sensitive Data”) through the Email Services.
5. Guidelines.  Your use of the Email Services must follow all applicable guidelines established by us, including the not engaging in any of the following when using the Email Services:
1. using email lists in which each recipient has not explicitly granted permission to receive emails from you by affirmatively opting-in to receive those emails;
2. using purchased or rented email lists;
3. using third-party email addresses, domain names, or mail servers without proper permission;
4. sending emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);
5. failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from your mailing list;
6. failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;
7. failing to include in each email a link to the Privacy Policy;
8. disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email;
9. failing to include in each email your valid physical mailing address or a link to that information; or
10. including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a recipient to forward the email to another recipient.
6. Confidentiality.  Each party (the “Recipient”) may receive Confidential Information from the other party (the “Discloser”) during the course of the performance of their obligations under this Merchant Policy and the Terms of Service.  The Recipient agrees to protect from disclosure such Confidential Information with the same degree of care that it affords its own confidential information, but in no event with less than reasonable care.  The Recipient will also refrain from disclosure or use of any Confidential Information to any third party, except for its employees and contractors as necessary for the performance of its obligations under this Merchant Policy and the Terms of Service.  For purposes of this Agreement, “Confidential Information” means all information provided or disclosed by Discloser regarding Discloser’s business, technology, or other affairs, whether in oral, written, or electronic form, that is either: (1) designated as confidential (or similar); (2) of a nature such that a reasonable person would recognize it as confidential; or (3) disclosed under circumstances such that a reasonable person would know it is confidential.  The following information will not be considered Confidential Information: (a) information that is publicly available through no fault of Recipient; (b) information that was known by Recipient prior to commencement of discussions regarding the subject matter of this Agreement; (c) information that was independently developed by Recipient; and (d) information rightfully obtained by Recipient without continuing restrictions on its use or disclosure.  Recipient may also disclose Confidential Information to the extent necessary to comply with an order or requirement of a judicial or administrative process, provided that Recipient promptly notifies Discloser and allows Discloser sufficient time to oppose such disclosure.  Promptly upon Discloser’s written request or the termination of Terms of Service, Recipient will return to Discloser or destroy all Confidential Information of Discloser in Recipient’s possession or control and permanently erase all electronic copies of such Confidential Information.   
7. Privacy Policy.  You agree that when you use or disclose any Users’ personally identifiable information that you collect through your Store, including through the Email Services, any obligations applicable to Modern Desi under the Privacy Policy, located at https://www.moderndesi.com/policies/privacy-policy, will also govern your use and disclosure of such personally identifiable information, and you will strictly comply with any such obligations.
8. Termination.  Upon termination of the Services by either party for any reason:
1. We will cease providing you with the Services, and you will no longer be able to access your Account;
2. You will not be entitled to any refunds of any Fees, pro rata or otherwise;
3. Any outstanding Fees owed to us through the effective date of such termination will immediately become due and payable in full (and we will send you an invoice for such Fees); and
4. Your Store will be taken offline.