Additional Terms and Conditions; Certain Definitions

  1. Store Owner

    Section 1 of Terms

    1. The person signing up for the Service by opening an Account will be the contracting party ("Store Owner") for the purposes of these Terms of Service and will be a person who is authorized to use any corresponding Account password we may provide to the Store Owner in connection with the Service. The Store Owner is bound by these Terms of Service and is responsible for the actions of others accessing the Account. A Store Owner may be one or more individuals doing business as an unincorporated entity or a corporation, partnership or limited liability company formed under state law. You are responsible for ensuring that the name of the Store Owner (including the legal name of the business entity that owns the Store, if applicable) is entered at Registration. At least one beneficial owner of the store holding more than 25% of the ownership must be disclosed in the Registration.
    2. If you are registering for the Services on behalf of your employer, your employer shall be the Store Owner. If you are signing up for the Services 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 our Terms of Service.
    3. Your Store can only be associated with one named Store Owner. A Store Owner may have multiple Younion Stores. "Store" means the online store or physical retail location(s) associated with the Account.
  2. Payment Processor Services

    Section 2 of Terms

    1. The payments processor will provide checkout services for your Store sales and process Platform Fee payments to Younion, net payments to you and fees owed to you from licensing by Younion to third parties of de-identified Combined Data which includes your de-identified customer data. The payment processor designated by Younion at Registration may vary depending upon the size, level and type of business of your Store, and other variables. Further, Younion reserves the right to substitute payment processors as and when alternative providers are included in the Younion Partner Network.
    2. You acknowledge that the Younion payment processor or successors hereafter installed by Younion will be your sole payment gateway at Younion and that subsequent to activation of these accounts upon Registration it is your responsibility as the Store Owner to maintain these accounts in accordance with their terms. If you decide to deactivate your payment and checkout accounts it is your responsibility to deactivate them, but deactivating these accounts will result in termination of your access to the Services as would be the case if Younion deacativates your account for any reason under the Terms of Service. For the avoidance of doubt, Younion Payments and Younion checkout are Services provided by Third Party Partners, as defined in Section 5 of these Terms of Service.
  3. Platform Fees

    Section 3 a. of Terms.

    1. Younion fees are inclusive of payment processor charges but are exclusive of any other charge whatsoever, including without limitation any charges for returns, return shipment label costs, and Taxes. All of which you shall bear and fully indemnity and defend Younion from.
    2. Younion reserves the right to change the Fees or applicable Platform Fees upon thirty (30) days prior notice to you. (which may be sent by email or posted to the Terms of Service). Younion shall not be liable to you or to any third party for any Platform Fee modification or price change.
    3. Younion reserves the right to institute new charges and Fees upon release of new or additional Platform Services at any time, subject to your usage of those Services.
    4. Platform Chargebacks. We reserve the right, and you hereby authorize us to take chargebacks by directing the Payment Provider to remit to us such chargeback amounts if disputes arise between you and Visa, Mastercard or any other payor which result in non-payment of a transaction as well as any additional charges from third parties as a result of disputed sales.
    5. Younion does not include a refund option within the Platform. Refunds initiated by you shall be solely at your cost for the entire amount of such refund. We will not refund any Fee on any transaction.
  4. Data Share Revenue Split

    Section 3 b. of Terms

    You shall be entitled to a periodic share of fees earned from your data included in the Combined Data which shall be determined by market factors operating from time to time during the Royalty Program including, but not limited : the revenue arrangement which Younion makes with the data aggregator or buyer with whom it contracts, the cost to Younion of creating, marketing and administering the Royalty Program, the quality of the data which Younion is able to include n the Royalty Program, and other matters considered by the market place in pricing data.

    Younion may use the Combined Data collected during the Term in such combinations as it deems commercially appropriate in creating cross or joint marketing programs with Platform Customers and Platform Customer Clients of goods or services not directly competing with goods or services of the Platform Customers whose Customer Data and Customer Client Data is included in the Combined Data.

    Younion shall periodically remit to you your calculated share of data fees generated by the Combined Data marketing activities of Younion under Section 3 b. of the Terms of Service.

  5. Tax Responsibility of Store

    Section 3 c. of Terms

    1. If Younion charges and remits Taxes on your behalf, they are calculated using the tax rates that apply based on the billing address you provide to us and calculations which will be provided by a Younion Network Partner specializing in providing such data. Younion is neither responsible for their calculation nor liable if such calculation is inaccurate. Such amounts are in addition to the Fees for such products and services and will be delivered to the Younion Payment Processor by you or on your behalf. If you are exempt from payment of such Taxes, 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 Younion of your exemption. If you are not charged Taxes by Younion, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
    2. For the avoidance of doubt, all sums remitted to Younion under these Terms of Service shall be paid free and clear of any tax related deductions or withholdings whatsoever. Other than Taxes charged by Younion to you and remitted to the appropriate tax authorities on your behalf based on data provided by such Younion Partner, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant tax authority. Younion shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
  6. VI Promotional Offers

    Section 4 of Terms

    Promotional offers created by Younion for its registered stores will be subject to the Terms of Service Agreement between Younion and each separate store and may be valid only for certain targeted stores as indicated in the promotional offer. You agree that, at the sole discretion of Younion, promotional offers may be offered by Younion to any selected targeted stores or targeted audiences and solely for the intended purpose; (ii) may not be duplicated, sold or transferred by a store in any manner, or made available to the general public, unless expressly permitted by Younion; (iii) are subject to the specific terms that Younion establishes for such promotional offer; and (iv) cannot be redeemed for cash or cash equivalent by participating stores. Younion reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Younion determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or the terms this Agreement. Younion reserves the right to modify or cancel an offer at any time. Younion shall prepare and link to the Terms of Service additional Terms and Conditions for Promotional Offers and Credits which when linked shall be incorporated into this Agreement by reference and made a part hereof and shall govern all promotional offers on Younion. You agree that Younion may create, alter, or change any promotional offer to be compliant with the terms set forth above Younion's terms and conditions for promotional offers hereinafter distributed on the Younion website at any time.

  7. Loyalty Card Program

    Section 4 b. of Terms

    The Loyalty Card Program will be created by Younion at its option.

  8. Younion PARTNERS

    Section 5 of Terms

    1. Younion Partners is an online directory of independent third parties ("Partners") who are available to help you build and operate your Younion Store.
    2. You can engage and work with a Partner directly or through the Partners Marketplace (a "Third Party Service"). Younion provides you with recommendations on partners that can assist you with different aspects of your Store. Using Partners Marketplace, you can find, hire, and communicate with Partners directly from your Account administration.
    3. Any use by you of Third-Party Services offered through the Services, Younion Partners, Partners Marketplace or the Younion website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third-Party Services before using them. In some instances, Younion may receive a revenue share from Third Party Providers that Younion recommends to you or that you otherwise engage through your use of the Services, Younion Partners, Partners Marketplace or the Younion website.
    4. We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Younion has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third-Party Services. The availability of Third-Party Services on the Younion website, including the Younion App Store or Partners Marketplace, or the integration or enabling of such Third-Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Younion. Younion does not guarantee the availability of Third-Party Services and you acknowledge that Younion may disable access to any Third-Party Services at any time in its sole discretion and without notice to you. Younion is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service. Younion strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators provided to you by any Third-Party Provider should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates, you should charge to your customers.
    5. If you install or enable a Third-Party Service for use with the Services, you grant us permission to allow the applicable Third-Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third-Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third-Party Provider is solely between you and such Third-Party Provider. Younion is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials. You acknowledge and agree that: (i) by submitting a request for assistance or other information through the Partners Marketplace, you consent to being contacted by one or more Partners at the Store Owner's registered email address (or such other email address provided by you) as well as the applicable user email address; and (ii) Younion will receive all email communications exchanged via the Partners Marketplace or in any reply emails (each a "Reply") that originate from the Partners Marketplace (directly or indirectly) between yourself and Partners. You further agree that Younion may share you: contact details and the background information that you submit via the Partners Marketplace with Partners. Partners may require access to certain admin pages on your Younion Store. You choose the pages that the Partners can access.
    6. The relationship between you and any Third-Party Provider is strictly between you and such Third-Party Provider, and Younion is not obligated to intervene in any dispute arising between you and a Third-Party Provider. In particular, you are solely liable for resolving any issue or dispute which may arise with respect to you Payment Provider and third-party payers such as credit card issuers with respect to liabilities for and costs of compliance with sales, returns, quality dispute, completion of payment and all other financial matters regarding your sales of good and services.
    7. Under no circumstances shall Younion be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages whatsoever, that result from any Third-Party Services or your contractual relationship with any Third-Party Provider, including any Partner. These limitations shall apply even if Younion has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
    8. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Younion partners, officers, directors, agents, employees, and suppliers harmless from any cost, claim or demand, including reasonable attorneys' fees, arising out of your use of a Third-Party Service or your relationship with a Third-Party Provider.