Terms of service

Buyer’s Agreement

Last update, OCT 17, 2016


BY SIGNING THIS BUYER’S AGREEMENT (AGREEMENT), REGISTERING FOR OR USING OUR SERVICE(S) THAT ALLOWS YOU TO PURCHASE PRODUCTS/SERVICES ON THE WEBSITE INS.TO OR THE INSTO APP, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.


As used in this Agreement, "we," and "us," means Capsule Innovations, LLC., and "you" means the applicant (if registering as an individual), or the business represented by the applicant (if registering as a business). The definition of the Capitalized terms are listed below.


1. Definitions

As used in this Agreement, the following terms have the following meanings:

  1. "Affiliate" means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
  2. "Content" means copyrightable works under applicable Laws.
  3. "Estimated Ship Date" means, with respect to any of the Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by the seller in the relevant inventory/product data feed for the Product; or (b) if the seller does not specify shipping availability information in such inventory/product data feed, two (2) business days after the date on which the relevant order is placed by the customer.
  4. "Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
  5. "Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority (e.g. on a federal, state, or provincial level, as applicable) of competent jurisdiction.
  6. "Order Information" means, with respect to any of the Products/Service sold through our site, the order information and shipping information that we provide or make available to you.
  7. "Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
  8. "Purchase Price" means the total amount payable or paid for the Product/Service, 
  9. "Required Product Information" means, with respect to each of the Products, the following: (a) description; (b) any other identifying information as we may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information; (d) categorization within each of our product category and browse structure as prescribed by us from time to time; (e) digitized image that accurately depicts only the Product, complies with all our image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price or installments; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Laws to be displayed in connection with the offer, merchandising, advertising or sale of the Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) the state or country where the Product ships from; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products).
  10. "Required Service Information" means, with respect to each of the Service, the following: (a) description; (b) any other identifying information as we may reasonably request; (c) Purchase Price or installments; (d) any text, disclaimers, warnings, notices, labels or other content required by applicable Laws to be displayed in connection with the offer, merchandising, advertising or performance of the Service; and (e) any other information reasonably requested by us.
  11. "Sales Proceeds" means the gross sales proceeds from any of the Transactions, including all shipping and handling, gift wrap and other charges with respect thereto, including taxes and customs duties. Notwithstanding the foregoing, we may, in our sole discretion, round up or round down amounts that are payable from or to Seller or Buyer to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar); for example, we may round up an amount of $11.50 to $12.00, or round down an amount of $11.49 to $11.00.
  12. "Shipment Information" means, with respect to any of the Products, the estimated or promised shipment and delivery date.
  13. "Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
  14. "Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or any other source or business identifier, protected or protectable under any Laws.
  15. "Materials" means all Technology, Trademarks, Content, Product/Service information, data, materials, and other items provided or made available by you or your affiliates to us.
  16. "Product" means any product that is made available for listing for sale, offered for sale, or sold by the seller through our service.
  17. "Service" means any service that is made available for listing for sale, offered for sale, or sold by the seller through our service.
  18. "Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, regulatory fees, levies (specifically including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of Products/Services by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or its affiliates or their respective employees, agents, contractors or representatives.
  19. "Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
  20. "Transaction" means any sale of the Product/Service through our site.



2. Registration Data and Account Security

As part of the application, you must provide us with your, or your business', legal name, address, phone number and e-mail address. In consideration of your use of our site and/or our services, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on our site/APP ( here after "Registration Data"); (b) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify us immediately of any unauthorized use of your account or other security issues; (e) take full responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to us. We may at any time cease providing the services at our sole discretion and without notice.


3. Stripe Connected

Payment processing services for the account holders on our website are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service(collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continue using our service, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of us enabling payment processing services through Stripe, you agree to provide us accurate and complete information about you and your business, and you authorize us to share it and transaction information related to your use of the payment processing services provided by Stripe.


4. Sale and Fulfillment

You will: (a) retrieve Order Information after the order had been placed; (b) not cancel any of the Transactions except as provided otherwise under Seller’s own terms and conditions (which terms and conditions shall be in accordance with this Agreement) or except as provided otherwise under this Agreement.


5. Returns and Refunds

  1. Seller may have its own refund policy. However, Seller’s own refund policy will be void if it violate or conflict with ours.
  2. Seller shall accept and process returns, refunds and adjustments in accordance with this Agreement and the refund policies published at the time of the applicable order. Seller will determine and calculate the amount of all refunds and adjustments (including, but not limited to any taxes, shipping and handling or other charges) or other amounts to be paid by Seller to you in connection with the Transaction.
  3. You fully understand that we will not be responsible to provide refunded cash back to you. Our service only pass on refund requests from you to sellers who are responsible for the actual transactions.


6. Compensation

  1. In consideration for the use of our site/APP’s service and platform, you will pay us a Service Fees during the term of this Agreement. "Service Fee" means the applicable percentage of the Sales Proceeds from the Transaction through our site/APP. The Service Fees are listed on the Product Page. We may change any of the Service Fees from time to time, and the changes will take effect 14 days after the change had been posted on our website/APP; provided however that, changes on Service Fees will take effect immediately for temporary promotions or other events with similar nature. Except as provided otherwise, Service Fees are non-refundable.


7. Control of Site/APP

Notwithstanding any provision of this Agreement, we will have the right to determine the content, appearance, design, functionality and all other aspects of our site/APP (including, but not limited to the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, our site/APP and any element, aspect, portion or feature thereof, from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all Products/Services in our sole discretion.


8. Verification of Your Information

  1. To use our service(s), you must provide us with the account information of a valid U.S. bank account which is under your name, supported by our standard functionality and enabled for your account (the functionality may be modified or discontinued by us at any time without notice) (hereafter, "Your Bank Account"). You will use only the name you are authorized to use in connection with the service(s) and will update all of the preceding information as necessary to ensure it at all times remains accurate and complete.
  2. You authorize us (and will provide us with documentations evidencing your authorization upon our request) to verify your information (including but not limited to any updated information), to debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise).
  3. You authorize us to obtain credit reports about you. This credit report will only be used for our internal purposes and will not be disclosed to the sellers or any other third parties unless request by courts or other governmental or legal authorities.
  4. For any amounts you owe us, we may (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, (b) invoice you for amounts due to us under this Agreement, in which case you will pay the invoiced amounts upon receipt, or (c) seek such payment or reimbursement from you by any other lawful means.
  5. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in US dollars, and all payments contemplated by this Agreement will be made in US Dollars. We reserve the right to seek reimbursement from you by deducting such amount from future payments owed to you, or seek reimbursement from you by any other lawful means if we discover erroneous or duplicate transactions.
  6. If we conclude that your actions and/or performances in connection with the Agreement may result in customer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement for: (a) a period of ninety (90) days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performances in connection with the Agreement; whichever is shorter. We also may, in our sole discretion, suspend your account forever.
  7. As a security measure, we may, but are not required to, impose transaction limits on some or all customers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because our site is unavailable following the commencement of a transaction.

9. ID Verification

As a security measure to avoid the risk of fraud, you hereby knowing and authorized us to verify your ID, using the service provided from our ID verification service provider to assess the risk associated with you. The information received by us from our ID verification service provider will be used solely for the purpose of risk assessment and will not be disclosed to the sellers or any other third parties unless request by courts or other governmental or legal authorities.


10. Private Guarantee

  1.  As part of our service, you and the seller may choose to have the Transaction guaranteed by our Private Guarantee. Please see our policy page for more detail about the Private Guarantee policy.
  2.  If you choose to adopt the Private Guarantee, you agreed that when the Private Guarantee is triggered, the seller will assign the sales contract between you and the seller to us. Under such circumstances, the debt owed by you to the seller will become a debt you owed to us and we will have the right to assign such debt to other third parties.



11. Representations

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the service(s) within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.


12. Prohibited Business or Activity

  1. ou must use our services in a lawful manner, and must obey all laws, rules, and regulations, applicable to your use of our service and to the Transactions. As applicable, this may include compliance with domestic and international Laws related to use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
  2.  You may not use our services for your benefit or the benefit of another for any activities we or our payment processor has identified as a prohibited business or activity (Prohibited Businesses). Prohibited Businesses include use of our service in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). Please review the Prohibited Businesses List before registering for and opening an Insto account. If you are uncertain whether a category of business or activity is prohibited or have questions about how these restrictions apply, please contact us. We may, in our sole discretion, add to or update the Prohibited Business List at any time.
  3. You may not use our services to facilitate illegal Transactions or to permit others to use our services for noncommercial, personal, or household purposes. In addition, you are not allowed, and may not allow others to: (i) access or attempt to access non-public Insto systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, data, content, or any part of our services, documentation, or our website except as expressly permitted by Laws; (iii) act as service bureau or pass-through agent for our services with no added value to customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of our service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer our service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of our service or affect use of our service by our other users; or (ix) impose an unreasonable or disproportionately large load on our service.


13. Indemnification

  1. You release us and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents) against any claim, loss, damage, settlement, cost, expense or other liability (including, but not limited to attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any transactions between the seller and you, refund, return or adjustments thereof, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim.
  2. If at any time we determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
  3.  You agree to indemnify, defend and hold us and our affiliates, and respective directors, officers, employees, shareholders, partners and agents harmless from and against any and all claims, liability, losses, costs and expenses (including, but not limited to lawyers’ fees) incurred in connection with: (a) any use or alleged use of our site under your member name by any person, whether or not authorized by you; or (b) resulting from any communication made or content uploaded under your member name; or (c) any breach by you of this Agreement.
  4.  We reserve the right, at your expense, to assume an exclusive defense and control of any matter otherwise subject to the indemnification by you, and in such case, you agree to cooperate with our defense of such claim.


14. Disclaimer & General Release

  1. OUR SITE AND THE SERVICES, INCLUDING, BUT NOT LIMITED TO ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE OUR SITE AND THE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OUR SITE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.
  2. BECAUSE WE ARE NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE US (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.


15. Limited Liability

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. IN NO EVENT SHALL WE OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS SERVICE AGREEMENT, INCLUDING, BUT NOT LIMITED TO YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT, AT ANY TIME, EXCEED THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO US IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF WE OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTIONS.


16. Tax

As between the parties, we are not responsible for any withholding tax. You are solely responsible for the collection and payment of any and all of Your Taxes, except to the extent we expressly agree to collect taxes or other transaction-based charges in connection with a collection service made available by us and used by you. All fees payable by you to us under this Agreement are exclusive of any applicable taxes, and you will be responsible for paying us any of Your Taxes imposed on such fees.


17. Confidentiality

  1. During the course of your use of our services or any communication with our officers, directors, employees, and agents, you may receive information relating to us or to our services including Information that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain as our exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in our services; (c) you will not disclose the Confidential Information to any individual, company, or other third party, and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. 
  2.  You may not issue any press release or make any public statement related to our services, or use our name, trademarks or logo, in any way without our advance written permission, or misrepresent or embellish the relationship between us in any way.


18. Force Majeure

We will not be liable for any failure or delay in the performance of any obligation imposed upon it hereunder nor shall such failure or delay be deemed to be a breach of this Agreement if such failure or delay is due to circumstances of any nature whatsoever which are not within our control and are not preventable by reasonable diligence on our part, such as: 

  • floods, fires, storms, strikes or other acts of God;
  • governmental restrictions, prohibitions, regulations and requisitions; or
  • other interferences beyond either parties’ reasonable control.


19. Relationship of Parties

We are not involved in transactions between buyers and sellers or other participant dealings. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between us. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of us, you, and relying customers or sellers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.


20. Suggestions and Other Information

If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to our site or services (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including, but not limited to user contact details, IP addresses and traffic information, usage history and posted content.


21. Modification

We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any change will be effective upon the posting of such change on our site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 days. You should refer regularly to understand the current Agreement. YOUR CONTINUED USE OF OUR SERVICE AFTER OUR POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT AS PROVIDED ABOVE.


22. Password Security

Any password we provide to you may be used only during the Term to access our site or other tools we provide and to use our services, electronically accept the Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.


23.Governing Law

The governing law of this Agreement will be the law of the State of California, United States together with the Federal Arbitration Act and other applicable federal law, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods.


24.Alternative Dispute Resolution

Any dispute with us or our affiliates or claim relating in any way to this Agreement or your use of the services shall be resolved by a binding arbitration as described in this paragraph, rather than in court, except that you may assert claims in a small claims court that is a Governing Court if your claims qualify and you or we may bring suit in the Governing Courts to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.


25. Miscellaneous

  1. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assignees. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
  2.   We will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.
  3.   If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. This Agreement, together with the Seller’s Agreement will constitute the Service Agreement which represents the entire agreement between the parties with respect to the services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.


26. Term and Termination

The term of this Agreement will effect on the date of your complete registration for the service(s) and continue until terminated by us or you as provided below (the "Term"). We may terminate or suspend this Agreement or any service immediately by notice to you for any reason at any time. You may terminate this Agreement or any service for any reason at any time by the means then specified by us therefor. Termination or suspension of a service will not terminate or suspend any other service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 1, 3, 4, 5, 6, 7, 8, 10, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23, 24, 25, and 26 will survive termination.

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