PLUGIN TERMS OF USE


BY USING THE EBAY SYNC PLUGIN (“THE PLUGIN”), YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH EBAY INTERNATIONAL AG (“EBAY”) THAT INCLUDES PROVISIONS THAT (1) PROVIDE YOU WITH A LICENSE TO USE THE PLUGIN UNDER CERTAIN TERMS AND CONDITIONS, (2) MAKE IT CLEAR THAT YOUR USE OF THE PLUGIN DOES NOT CREATE A PARTNERSHIP RELATIONSHIP WITH EBAY AND (3) ALLOW EBAY TO TERMINATE THIS PLUGIN TERMS OR YOUR LICENSE TO USE THE PLUGIN AT ANY TIME (“THE AGREEMENT”).

BY ACCEPTING THIS AGREEMENT YOU ARE REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO BIND THE PARTY BEING GRANTED THE LICENSE AND YOU AND THAT PARTY ARE COLLECTIVELY REFERRED TO AS “YOU” OR “YOUR” IN THIS AGREEMENT.


1   DEFINITIONS

eBay Site means www.ebay.com.au.

eBay Services means use of the ebay.com.au website and any related service or tool offered by eBay.

eBay User means any person who accesses any page on any eBay Site.

eBay User Agreement means the terms on which eBay offers its services to eBay Users, currently available through links on the homepage of the eBay Site and incorporated herein by this reference.

Intellectual Property Rights means any and all intellectual property or proprietary rights under any jurisdiction including without limitation (i) trademarks including registered and common law trade marks, trade names, logos, domain names and designations of a party, and all goodwill associated therewith and symbolised thereby; (ii) inventions, discoveries and ideas, whether patentable or not, and all patents, registrations, and applications thereof, (collectively, "Patents"); (iii) published and unpublished works of authorship, whether copyrightable or not (including without limitation databases and other compilations of information), copyrights therein and thereto, and registrations and applications thereof; (iv) trade secrets,(v) all moral rights in the foregoing (that is, the right to claim authorship of or object to the modification of any work); and (vi) all applications, renewals, extensions, restorations and reinstatements of the foregoing.


2   THE PLUGIN AND PLUGIN CONTENT

2.1   The Plugin is the web based plugin developed by eBay that allows you to connect your existing WooCommerce store with eBay and automatically list the products you have up for sale. The Plugin allows you to manage your eBay store via your chosen eCommerce platform,  by pulling products from your existing inventory, giving you the tools to optimise and  list on eBay, and then receiving  orders through your usual interface so that you can fulfil them as you would normally. You agree that the Plugin may display the eBay logo, information available on the eBay Site, search boxes that link to information located at eBay, advertising for eBay or advertising for third party products (“Plugin Content”).

2.2   The Plugin include Plugin Content, as well as all software files or images incorporated in, or generated by, the Plugin, and any and all data and html embedded code that accompanies the Plugin, and any upgrades, enhancements or modifications to such software and code.


3   LICENSE

3.1   During the Term and subject to the terms and conditions set forth herein, eBay grants you a non-exclusive, non-transferable, and non-sublicensable license to use and display the Plugin on your website solely for your own use as permitted by this Agreement. You are not licensed to use the Plugin for any other purpose, and, except for the limited license set forth herein, nothing in this Agreement shall be deemed to grant you any right, title or interest in the Plugin.


4   RESTRICTIONS ON USE

4.1   The Plugin license is subject to the following restrictions on use: (a) you may not obscure or disable any element of the Plugin; (b) you may not display the Plugin in any manner that implies partnership with, affiliation with, sponsorship, or endorsement by eBay; (c) you may not display the Plugin in a way that disparages eBay or its products or services, infringes any eBay or third party intellectual property or other right, or violates any applicable law, self-regulatory rules, industry rules and governmental regulations (collectively, “Applicable Law”); (d) you may not place the Plugin on any website that include content that is offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, or otherwise inappropriate as determined by eBay in its sole discretion and (e) subject to the limited license granted to you above, the Plugin and the Plugin Content may not be copied, modified, deleted, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed without eBay’s prior written approval in each instance.


5   PROTECTING USER PRIVACY

5.1   Your use of the Plugin may allow you to collect Personal Information from and about eBay Users. “Personal Information” is any information pertaining to a directly or indirectly identifiable individual. It may include information that you collect directly from users or that you otherwise receive from eBay, about Your Users or other eBay Users and their trading activities.

5.2   You will delete Personal Information when you cease to use the Plugin. This provision does not apply to information you collect directly from your users, unrelated to the eBay site and Services.

5.3   You will not under any circumstances collect or store eBay User IDs and passwords.

5.4   At all times, your use of the Plugin will comply with all applicable laws, regulations and best practices concerning privacy, data protection and on demand or downloadable software.

5.5   You will not use Personal Information from eBay Users that you received from eBay to send or enable sending of unsolicited communications of any type.


6   RIGHT TO MODIFY OR TERMINATE

6.1   eBay may modify, supplement or replace the terms of this Agreement for any reason, effective prospectively upon posting.  If you do not agree to any changes to this Agreement, you can terminate this Agreement by discontinuing use of the Plugin.  

6.2   eBay may modify the Plugin and any eBay Site or Service, or any of the benefits and/or features provided in connection with your use of the Plugin at any time with or without notice to you. Modifications may affect your ability to interface with the eBay Site and may require you to make changes at your own cost to continue to be compatible with or interface with the eBay Sites or Services.

6.3   eBay may (a) terminate or suspend your use of the Plugin or any feature thereof, and (b) terminate this Agreement for any or no reason and at any time with or without notice to you and without liability to you. In either case, you agree to promptly remove the Plugin and cease all further use of the Plugin. Those rights and obligations that by their nature are intended to survive expiration or termination of this Agreement will survive.


7   MONITORING AND ENFORCEMENT

7.1   You agree that eBay may monitor or audit your activities relating to your use of the Plugin, and track, extract, compile, aggregate and analyse any data or information resulting from use of the Plugin (including by using data capture, syndication analysis and other similar tools to do so). If you object to eBay doing this or its use of any of the foregoing tools, your sole recourse is to stop using the Plugin and remove the Plugin from your website. You will not seek to block or otherwise interfere with the monitoring or audit, and eBay may use technical means to overcome any methods you may use to block or interfere with such monitoring. Audits may include requests for documents and information and visits to your facilities. Your failure to reasonably comply with eBay’s efforts to audit your compliance with this Agreement shall constitute a material breach of this Agreement.

7.2   If eBay, in its sole discretion, believes that you or your service providers have breached this Agreement, or that you or your service providers have engaged in fraudulent activity, eBay may take any and all steps it deems appropriate, including issuing a warning, conducting an investigation, or suspending your license to use the Plugin.

7.3   In addition to any other available remedies, eBay may, at its sole discretion, seek specific performance, injunctive relief or legal fees. eBay reserves the right to take other corrective action as eBay sees fit in the event that eBay receives complaints from eBay Users about your use of the Plugin or your actions.


8   IP OWNERSHIP

8.1   eBay retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the Plugin, eBay Site, any and all eBay Services, and any content eBay created or derived therefrom. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by eBay. You will not take any action inconsistent with eBay’s ownership of the Plugin, eBay Site, and/or eBay Services. Neither party will exceed the scope of the licenses granted hereunder.


9   NO WARRANTY, AVAILABILITY, SECURITY AND STABILITY

9.1   The Plugin is provided on an “as is” and “as available” basis. eBay disclaims any warranties, express or implied, regarding the Plugin, including warranties of accuracy, merchantability, fitness for a particular purpose, or non-infringement. eBay further disclaims any warranties regarding security, reliability, timeliness, availability and performance of the Plugin. You acknowledge and agree that your use of the Plugin is at your own discretion and risk, and that you will be solely responsible for any damage resulting from your used of the Plugin, including damage to any computer system or any loss of data or inaccurate data that results from the use of the Plugin.

9.2   eBay does not represent or warrant that the Plugin, any eBay Site or its Services will operate securely or without interruption. eBay may conduct maintenance on or stop providing any of the Plugin, or its Sites or Services, at any time with or without notice to you. Further, eBay may change the method of access to the Plugin at any time.

9.3   It is in the best interests of both parties that eBay maintain a secure and stable environment. In the event of degradation or instability of eBay’s system or an emergency, eBay may, in its sole discretion, temporarily suspend your access to the Plugin, the eBay Site or its Services under this Agreement.

9.4   You acknowledge and agree that you have not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein.


10   LIMITATION OF LIABILITY

10.1   The Plugin is being provided free of charge. Accordingly, you agree that eBay shall have no liability arising from or based on your use of the Plugin, including any liability for direct, indirect, incidental, consequential, special, exemplary and punitive damages, whether such claim is based on warranty, contract, tort (including negligence) or otherwise, even if eBay has been advised of the possibility of such damages. In the event that the above is not enforceable, eBay’s maximum aggregate liability under this agreement shall not, in any event, exceed $50.00.


11   INDEMNIFICATION

11.1   You will indemnify, defend and hold eBay, its employees, agents, consultants, subsidiaries, partners, affiliates and directors harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of lawyers and other professionals) (collectively, “Claims”) to the extent they are resulting from, alleged to have resulted from, or in connection with your breach of your obligations herein. At eBay’s option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, eBay may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you will not settle any such Claim without eBay’s prior written consent).


12   GOVERNING LAW

12.1   This Agreement will be governed by and construed in accordance with the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales.


13   MISCELLANEOUS

13.1   You acknowledge and agree that this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral, written or online agreements between the parties relating to your use of the Plugin. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect.

13.2   Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, your consent shall not be required for eBay’s assignment or transfer (1) due to operation of law, or (2) to an entity that acquires substantially all of eBay’s stock, assets or business, or (3) to a related entity (e.g., parent or subsidiary of parent).

13.3   You and eBay are not legal partners or agents and nothing in this agreement will be construed as creating a partnership or joint venture of any kind between the parties. Nothing in this Agreement shall be construed as creating an exclusive agreement between you and eBay.

13.4   This Agreement does not govern any use by you of the eBay Services and any use by you of the eBay Services shall be governed by the User Agreement and any other agreement you agree to in connection with your use of such eBay Services.