Last Modified: August 22, 2023
These Dropshipping Purchaser Terms of Service (the "Dropshipping Purchaser Terms") are entered into by and between you ("you" or "your") and 24LA, LLC ("24LA," the "Company," "we" or "us").
The following provisions, together with any other applicable terms that govern your use of services provided by 24LA, LLC and its affiliates govern your use of the dropship service ("Dropshipping") provided by 24LA.
The following additional terms (the "Applicable Terms") apply:
If you use CommentSold Core services, you are subject to the CommentSold Merchant Agreement Terms of Service, found at: https://commentsold.com/terms
If you license CommentSold Core, [Videeo, or Videeo for Shopify] services via an Order Form, you are subject to the CommentSold Main Services Agreement, found at: https://commentsold.com/legal/main-terms, and the Software Services Terms, found at: https://commentsold.com/legal/software-terms.
If you use the Popshoplive service, you are subject to the Popshoplive Terms of Service, found at: https://popshoplive.com/terms-of-service.
Please read this document carefully before you start to use Dropshipping. By participating in Dropshipping, you accept and agree to be bound and abide by the Dropshipping Purchaser Terms, which are entered into pursuant to, and are governed by, the Applicable Terms. If you do not want to agree to the Dropshipping Purchaser Terms, you must not access or use Dropshipping.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed in the Applicable Terms. Except as expressly set forth in these Dropshipping Purchaser Terms, all other terms, conditions and obligations of the Applicable Terms remain wholly unchanged and in full force and effect. In the event of a conflict between the terms of the Applicable Terms and the terms of the Dropshipping Purchaser Terms, the terms of the Dropshipping Purchaser Terms shall prevail but solely with respect to the provisions of the Dropshipping Purchaser Terms.
We may revise and update these Dropshipping Purchaser Terms from time to time in our sole discretion by posting them at https://commentsold.com/terms-dropshipping or notifying you by email at the address listed within your account. All changes are effective immediately when we post them and apply to all access to and use of Dropshipping thereafter. Your continued use of Dropshipping following the posting of revised Dropshipping Purchaser Terms means that you accept and agree to the changes. You are expected to check the Dropshipping Purchaser Terms and the Applicable Terms frequently so you are aware of any changes, as they are binding on you.
Dropshipping is a retail fulfillment service we, at our sole discretion, may offer from time to time to allow you the ability to sell inventory directly to customers from 24LA's inventory supply, without having to hold inventory yourself.
When you accept the Dropshipping Purchaser Terms, we will make available to you from time to time certain product inventory (the "Dropshipping Inventory Products") which you may sell directly to your customers through Dropshipping without having to buy or hold the inventory in advance. When you opt into using Dropshipping for particular items, you agree to use 24LA's inventory, which 24LA may source directly or through partners, for any such items you sell through our platform at an agreed-to price during an agreed-to period. Specifically, you agree that when you make a sale of any such item through our platform during the agreed-to period, you will buy the item from 24LA to fulfill that sale transaction.
You will be able to sell specific Dropshipping Inventory Product items by selecting them from your applicable account portal. If you select any Dropshipping Inventory Product items in connection with your use of our services, you agree to the following: (i) your exclusive use of Dropshipping for the sale of such items, (ii) where applicable, the item price displayed by CommentSold to you for each such item, (iii) the period of time during which you will be using Dropshipping for your sale of such items, and (iv) the number of such items that may be available to you for sale through Dropshipping at any given point in time.
Following your selection of the Dropshipping Inventory Products you wish to sell through Dropshipping, your purchase of any given Dropshipping Inventory Product item from us is triggered by your sale of such an item to your customer through our Services. Once you sell a Dropshipping Inventory Product item through our Services, you become the owner and purchaser of the item until such time as it is received by the customer. However, like most "dropshipping" arrangements, 24LA, or one of its partners, will fulfill and ship the item on your behalf. Accordingly, as the owner and seller of the good to your customers, you remain responsible for all refunds, chargebacks, fraud inquiries, and all other product-related responsibilities which you retain as set forth in the Applicable Terms and as you normally retain in using our Services which exclude Dropshipping. In other words, we are not financially responsible for the purchases made by your customers. Once a Dropshipping Inventory Product item is sold to your customer, you will be deemed to have purchased it from 24LA and are responsible for payment of such item, irrespective of any payments between you and your customer.
By using Dropshipping, you agree to buy from us each Dropshipping Inventory Product you sell (where applicable) at the price set when you agree to use Dropshipping for the particular Dropshipping Inventory Product. Accordingly, (i) you authorize us to bill or deduct such amounts directly through your payment processor or credit card provider (e.g., Stripe); (ii) you unconditionally and irrevocably appoint us as your agent for purposes thereof; (iii) you irrevocably assign to us all rights and ownership in and to such payments; and (iv) you authorize us to deduct your payment account (including through CS Payments or PSL Payments) either on a per transaction basis, daily, or at whatever frequency we may elect.
24LA does not guarantee that any particular product inventory will be available, and we do not make any representations whatsoever regarding the products being sold to you through Dropshipping. We disclaim all warranties and liability with respect to the products to the fullest extent allowable by law and in accordance with the Applicable Terms.
SPECIFICALLY, WE MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, STATUTORY, OR OTHERWISE, AS TO ANY MATTER WHATSOEVER. 24LA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. 24LA DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES. 24LA DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. 24LA DOES NOT WARRANT THAT ANY INFORMATION PROVIDED BY A SERVICE IS ACCURATE OR COMPLETE OR THAT ANY SUCH INFORMATION WILL ALWAYS BE AVAILABLE. 24LA EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED ON YOUR DATA OR THE RESULTS OF YOUR USE OF THE SERVICES.
Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, 24LA WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE DROPSHIPPING INVENTORY PRODUCTS, EVEN IF 24LA IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL 24LA BE LIABLE FOR ANY LOSS OF DATA STORED IN, OR IN CONNECTION WITH, A SERVICE.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL 24LA'S TOTAL LIABILITY OF ALL KINDS, IN AGGREGATE, ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO 24LA UNDER THE ORDER FORM OR AGREEMENT WITH RESPECT TO WHICH THE LIABILITY AROSE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).
Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY 24LA TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE DROPSHIPPING PURCHASER TERMS OF SERVICE. THE LIMITATIONS IN THIS LIMITATION OF LIABILITY SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE DROPSHIPPING PURCHASER TERMS OF SERVICE.
Accordingly, our sole liability in relation to your use of Dropshipping, or your purchase of any products sold thereunder, relates to providing the product to a carrier for delivery to your customers. Title and risk of loss for delivery passes to you upon delivery by us to the shipping carrier.
We retain sole and full discretion to decide on the extent of Dropshipping participation we will offer to you with respect to any particular Dropshipping Inventory Products. Among other things, we retain sole and full discretion to (i) offer or decline to offer Dropshipping to you for any particular Dropshipping Inventory Products, (ii) limit the types and number of items which you may sell through Dropshipping, (iii) decide on where and how to source Dropshipping Inventory Products, (iv) decide on the manner in which we will fulfill and ship your Dropshipping orders, and (v) decide on the terms of our sale to you of any particular Dropshipping Inventory Products.
By opting to the use of Dropshipping for any particular items, you will not be committing to the sale of a minimum number of items.
Your fee for using Dropshipping is the fee we present you for each Dropshipping Inventory Product item you sell through the Service which may include any applicable Dropship Management Fees. Any fee or payment obligations you assume pursuant to these Dropshipping Purchaser Terms does not exempt you from any other applicable fee or payment obligations you may have under the Applicable Terms, which are in addition to any Dropshipping Inventory Product costs.
Decisions on whether to refund your customers will be left up to you. Any refund by 24LA to you will be in 24LA's sole discretion.