Cartfly.com Seller’s Agreement

Cartfly.com is the long overdue full solution to your e-commerce and social networking needs. Ustrive Inc. offers services and features (“Services”) through the domain www.ustrive.com and www.cartfly.com and related sub-domains (referred to individually and jointly as the “Site”). We want everyone to be successful, profitable and happy. All we ask is that the selling community conduct themselves in a professional manner. This is a place that the buyer and seller can benefit equally. By using the Services offered through the Site, you (“you”, the “Seller” or “Sellers” within this document) are accepting and agreeing to (“your acceptance”) the “Terms of Use” (the “terms”) outlined in this document (the “Seller’s Agreement”). If you do not agree to the terms of this Seller’s Agreement, then do not use the Site or the Services offered on the Site to individuals that wish to sell products, advertising and/or services.

General Terms of Selling Products and Services on the Site

When a Seller lists an item or product for sale on cartfly.com or ustrive.com and buyer purchases that item, the Seller and buyer have entered into a contract. Both members are expected to honor that contract. In accordance with that contract, the Seller may not:

Fail to deliver an item for which payment was accepted.
Significantly misrepresent an item by not meeting the terms and item description outlined in the listing.
Refuse to accept payment for an item after a successful sale.

Further, Sellers are expected to perform in a manner which will result in a consistently high level of buyer satisfaction. If a Seller's interactions with the cartfly.com or ustrive.com community create unacceptable levels of buyer dissatisfaction, then that Seller has violated this policy.

Violations of this policy by a Seller may result in a range of actions, including:

Product or service listing cancellation
Account privileges revoked
Account suspension
Administration Frozen
Referral to Law Enforcement

Item Not Received Policy and Not As Described Policy

Ustrive’s “Item Not Received or Not as Described” policy requires Sellers to deliver items they have sold on cartfly.com or ustrive.com and have received payment for. Sellers who fail to deliver items to buyers, or who deliver items which are "not as described", may face possible account restriction and suspension. An item is considered "not as described" if the Seller clearly misrepresents the item in a way that directly affects its value or usability. In some cases, Ustrive Inc. will also contact and cooperate with law enforcement to penalize fraudulent Sellers.

Order Fulfillment is YOUR Responsibility

Seller agrees that it is the Seller’s full responsibility to fulfill all product and service orders listed and paid for within their cartfly.com or ustrive.com store. Seller acknowledges that Ustrive Inc., cartfly.com and ustrive.com holds no liability and accepts no responsibility for order fulfillment or shipping demands.

Fees and Services (Sellers)

Transaction fee billing cycle is one calendar month. Monthly transaction charges will be assessed on monthly sales activity. Unless otherwise stated, all fees are quoted in U.S. Dollars. A fee of .03% (subject to change) will be assessed per transaction through your personal store.

Account holder will be notified of the total balance payable to cartfly.com or ustrive.com via email (email address provided upon account creation) or notified in the administrative section of his/her ustrive profile. The user agrees they are responsible for paying all fees and applicable taxes associated with the items sold within their ustrive site(s) in a timely manner (up to 21 days) with a valid PayPal payment method. Accounts 30 days past due will have no administrative control over his/her profile. For accounts over 45 days past due, account holder’s personal store will be frozen until amount in full is paid to Ustrive Inc. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other retaining collection agencies and legal counsel)

Joining cartfly.com or ustrive.com and listing or buying items is free. We do charge fees for using other Services, such as a fee per transaction for Seller which we may change from time to time. Changes to this policy are effective after we provide you with at least fourteen days' notice by posting the changes on the Site. We may choose to temporarily change the fees for our Services for promotional events (for example, free listing days) or new Services, and such changes are effective when we post the temporary promotional event or new service on the Site.

To request change in email address notification please email us at account@ustrive.com.

Notice and Opportunity to Cure

In the event Ustrive Inc. or Cartfly.com shall conclude (on its own or as the result of communication from a buyer or web site user) that Seller has violated any provision of this Agreement, then Ustrive.com shall notify Seller of the violation. Seller shall have 20 calendar days from the date of notice to cure the violation to the satisfaction of ustrive.com. In the event the Seller has not cured the violation within this 20 day period, then Ustrive.com may take any one or more of the following actions:

Cancel product or service listing
Revoke account privileges
Suspend account
Freeze account administration features
Refer matter to Law Enforcement

Timely Fashion (Shipping Policy)

Seller agrees that all order fulfillments should be completed in a timely fashion. All products should be shipped within 7 to 14 business days after the related sale occurs unless agreed to otherwise by the Seller and buyer. Anything shipped late may constitute a violation of this policy. Violations of this policy by a Seller may result in a range of actions, including:

Product or service listing cancellation
Account privileges revoked
Account suspension
Administration Frozen

Excessive Shipping Charging Policy

Sellers may charge reasonable shipping and handling fees to cover the costs for mailing, packaging, and handling the items they sell. While cartfly.com or ustrive.com will not prescribe exactly what a seller may or may not charge, cartfly.com or ustrive.com will rely on member reports and its own discretion to determine whether a seller’s shipping, handling, packaging, and/or insurance charges are excessive. Shipping and handling fees may not be listed as a percentage of the final sale price. Sellers who want to be sure they are in compliance with this policy may charge actual shipping costs plus actual packaging materials cost (or less). In addition to the final listing price, sellers are permitted to charge:

Actual shipping cost: This is the actual cost (i.e. postage) for shipping the item.

Handling fee: Actual packaging materials costs may be charged. A handling fee in addition to actual shipping cost may be charged if it is not excessive.

Tax: Only actual applicable federal, state, country, city, VAT, and equivalent taxes may be charged.

Prohibited Offerings and Sales

You agree not to make any content, trade, job, service or product available for sale or exchange:

that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;

that is pornographic or depicts a human being engaged in actual sexual conduct, including but not limited to (i) sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal, whether between persons of the same or opposite sex, or (ii) bestiality, or (iii) masturbation, or (iv) sadistic or masochistic abuse, or (v) lascivious exhibition of the genitals or pubic area of any person;

that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

that violates the Fair Housing Act by stating, in any notice or ad for the sale or rental of any dwelling, a discriminatory preference based on race, color, national origin, religion, sex, familial status or handicap (or violates any state or local law prohibiting discrimination on the basis of these or other characteristics);

that violates federal, state, or local equal employment opportunity laws, including but not limited to, stating in any advertisement for employment a preference or requirement based on race, color, religion, sex, national origin, age, or disability;

that violates the anti-discrimination provision of the Immigration and Nationality Act, including requiring U.S. citizenship or lawful permanent residency (green card status) as a condition for employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state, or local government contract;

that is legally protected by a copyright or trademark (reference guidelines below)

that is false, deceptive, misleading, deceitful, or constitutes "bait and switch";

that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement;

that includes links to commercial services or web sites, except as expressly permitted in writing by Ustrive;

that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law;

that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

that disrupts the normal flow of dialogue with an excessive amount of the information, writings, images and/or other works (singularly or collectively, the “Content”) – also known as a flooding attack - to the Site, or that otherwise negatively affects other users' ability to use the Site; or

that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site.

Other Prohibited Activities

Additionally, in your use of the Site and the Services, you agree not to:

contact anyone who has asked not to be contacted;

"stalk" or otherwise harass anyone;

collect personal data about other users for commercial or unlawful purposes;

use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Site;

attempt to gain unauthorized access to Ustrive Inc., cartfly.com or ustrive.com computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Services or the Site or

Furthermore, you agree not to add any of the following prohibited and restricted items to the Site or to your profile for sale, exchange, or publication or dissemination:

Alcohol, beer and wine
Animals and wildlife products
Raffle tickets
Bootleg recordings
Celebrity material
Cell phone service contracts
Credit Cards
Airline tickets
Concert or other event tickets
Stamps
Drugs, drug-like substances or drug paraphernalia
Counterfeit items
Firearms, weapons and knives
Hazardous, restricted and perishable items
Human body parts and remains
Lottery tickets
Mailing Lists
Personal information
Pesticides
Plants
Postage meters
Recalled items
Satellite and cable descramblers
Slot machines
Tobacco

What is a copyright?

A copyright is the legal protection given in the United States to original works of authorship. Copyrights protect books, paintings, photos, music, video, software and so forth. Copyright protection attaches to a work the moment it is fixed in tangible form (on paper, on video,. etc.) and prevents others from using the work without permission.

Copyright is a bundle of rights

A copyright is a bundle of rights, including the exclusive right to distribute, sell, duplicate, publicly perform, and create derivative works from the work. Copyright for newer works lasts for at least 70 years, depending upon whether the author is a person or a company. The length of copyright protection for older works is often difficult to determine. The fact that a work is old doesn't necessarily mean that the copyright on it has expired. Until the end of the term of protection, a copyright owner has the right to sell, transfer, assign, or license one or all of these exclusive rights to someone else.

Copyright registrations and markings

In the United States, you do not need to register a copyright in order to benefit from copyright protections, although you may have to register your copyright if you want to file a legal action concerning your copyright. It is also not necessary to place a © on the copyrighted work, but it is a good idea to do so. The absence of a © doesn't mean its okay to copy a work without permission.

Resale of copyrighted works

Under the copyright laws, the owner of a particular copy of a copyrighted work is generally entitled to resell the particular copy they own. For example, if you purchase a copy of a DVD movie, you are allowed to resell that particular DVD. Copyright protection prevents you from copying the DVD movie and reselling the copies. If you have licensed the right to use a particular copyrighted item, you should review the license and consult with your attorney to determine whether you can resell the item.

Selling versus giving away an item

Copyright protection includes the exclusive right to distribute the copyrighted work. This usually means that giving away an unauthorized copy of a copyrighted work (for example a duplicated copy of a videocassette) is not permitted. Thus, selling a pencil for $5.00, and including for "free" an unauthorized DVD copy would probably be against the law.

Rights of publicity

Similarly, putting someone’s face, image, name or signature on a product being sold is prohibited by California's "Right of Publicity" law and some privacy laws. Thus, using a celebrity’s photograph for a commercial purpose may violate that celebrity's right of publicity, even if the picture was taken by the seller and the seller owns the copyright.

Notices

Except as explicitly stated otherwise, legal notices shall be served on Ustrive Inc.’s statutory agent. Alternatively, we may give you legal notice by mail to the address you provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

Contacting the Web Site

If you have any question about the User Agreement, the Services or practices of this Site, or your dealings with this web site, please email us at contact@ustrive.com or contact@cartfly.com . If your questions are not answered online, you may write us at 201 East Southern Avenue, Suite 210, Tempe, Arizona 85283.

Liability

USTRIVE MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE, THE SERVICES OR THE CONTENT. USTRIVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SITE, THE SERVICES, THE CONTENT, AND ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED VIA THE SITE. USTRIVE DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. USTRIVE DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

IN NO EVENT WILL USTRIVE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, OR THE CONTENT, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SITE, THE SERVICE, OR THE CONTENT, EVEN IF USTRIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICES, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES USTRIVE’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00.

Resolution of Disputes

If a dispute arises between you and cartfly.com or ustrive.com, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you agree that we will resolve any claim or controversy at law or equity that arises out of this User Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Law and Forum for Disputes - This Seller’s Agreement shall be governed in all respects by the laws of the State of Arizona as they apply to agreements entered into and to be performed entirely within Arizona between Arizona residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Ustrive Inc., cartfly.com or ustrive.com must be resolved by a court located in Phoenix, Arizona, except as otherwise agreed by the parties in writing. You agree to submit to the personal jurisdiction of the courts located within Phoenix, AZ for the purpose of litigating all such claims or disputes.

Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $5,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Attorneys’ Fees – In the event Ustrive Inc. is required to incur any attorneys’ fees or other expenses in connection with enforcing or defending its rights under this Agreement with respect to user, user shall reimburse Ustrive Inc. for such reasonable attorneys’ fees and expenses.

Revisions to the Seller’s Agreement

The provisions of this Seller’s Agreement may be changed from time to time. Except as stated otherwise, changes take effect when we post them on the Site. When using particular Services on the Site, you are subject to any unique posted policies or rules applicable to specific Services you use through the Site, which may be posted from time to time. All such policies or rules are hereby incorporated into this Seller’s Agreement. This Seller’s Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

General

If any provision of this Seller’s Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Failure to act with respect to a particular breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches.

End of Seller’s Agreement