Terms of Service
Last update: July 2020
Jarano is a virtual marketplace that connects consumers ("Buyers") with ethical brands ("Sellers") that are sustainable, socially responsible, and African inspired. Jarano provides the Seller access to the Website as a platform for Seller to list and sell their products to Buyers. By using the Website www.jarano.com, you unreservedly accept the terms and conditions described below.
The terms and conditions apply to any user of the site, whether registered or not.
1. JARANO'S OBLIGATIONS
Jarano offers a virtual online sales area where Sellers offer products made through a virtual store. Jarano offers Buyers tools to interact with the Sellers. The role of Jarano is limited to connecting Buyers and Sellers and does not intervene in any way in the transactions between Buyers and Sellers. Buyers or Sellers are the sole decision-makers in the implementation of the transaction and thus release Jarano from any liability in the event of a dispute between Buyers and Sellers. Jarano is neither reseller nor owner of the products offered for sale and therefore has no control over said products. Jarano can not be held responsible for products posted online and therefore cannot guarantee to the Buyer that they will be satisfied with the product, nor guarantee to the Seller that the sale will not be canceled by the Buyer. Jarano cannot be held responsible for an undelivered product and will in no way refund a buyer, financial transactions taking place directly between the buyer and the seller.
Jarano reserves the right to advertise Sellers website, products or shops on its blog, Facebook, Twitter or other social networks, on other websites through partnerships for example, or on any paper support. Jarano is not responsible for the content displayed by the Sellers or Buyers, and has no control over the information provided by each person registering on the site. Jarano does not control the information provided by users and made public on its site. Jarano therefore recommends each User to exercise caution when using the site. Jarano shall use its reasonable endeavors to make available the Website and the Services during the Term.
The Seller acknowledges and agrees that Jarano relies on third party service providers to provide the Services and access to the Website. Consequently, Jarano cannot guarantee uninterrupted or fault-free access to and/or use of the Services and the Website or any aspect thereof.
2. SELLER’S OBLIGATION
To become a Seller, you must first apply for an account on the online site. The account registration is only possible for anyone with a registered business in their country and at legal adult age per their country law (18 years or over).
Once the registration is reviewed and approved by Jarano, the Seller can proceed to setup their shop and list their products for sale. The name of the shop, products, and other contents will have to respect the following rules:
- not to be false, erroneous, misleading, defamatory, slanderous, threatening, racist
- no name of registered trademark or violating the copyright or other intellectual property rights or privacy
- no content or name violating good morals (obscene, pedophile) or a third party
- not breaking any law or regulation
- not involving the sale of fraudulent, illicit, counterfeit or stolen products
- not copying creations of other Sellers on the site or other virtual or physical shops
- do not damage the computer system via viruses or other technologies, or intercept the nominative data of another user
- not to engage the responsibility of Jarano, to damage its reputation or to make it an unfair competition
- does not infringe any Intellectual Property Rights or other proprietary rights of any third party; and
- not be offensive, illegal, inappropriate or in any way
- do not promote racism, bigotry, hatred or physical harm of any kind against any group or individual
- do not harass or advocate harassment of another person
- do not display pornographic or sexually explicit material
- do not promote any illegal activities
Seller also agrees not to:
- fail to deliver the products purchased, unless Buyer does not pay for these products, or if the Seller can not verify the Buyer's identity
- circumvent or manipulate the billing process or charges due to Jarano
- fail to take security measures to protect their password; use Jarano with the username or password of another person, or allow another person (directly or indirectly) to use their username or password;
- distribute or publish unsolicited advertising (spam), e-mail or pyramid systems
- reuse, store, reproduce, or communicate to a third party the details of a Buyer
- communicate with Buyers proposing to sell or buy objects outside the site
- include details (indicating) in the description of their shop or products about their website(s) or links to other sites for advertising purposes.
The Seller acknowledges:
- Jarano is not obliged to vet, review or verify the Content and/or the Product to determine whether any such Content and/or Product may result in any liability to any third party
- Jarano shall not be liable in any way and for any reason for the behavior of the User or any Comments made by the User with respect to the Seller and/or the Product
- and agrees that it is solely responsible and liable for all use of the Services
- and agrees that Jarano is not obliged to publish, upload or make available any of the Content, Listing and/or Products (wholly or partly) on the Website for any reason whatsoever other than those expressly set out in this Agreement
Seller grants to Jarano a nonexclusive, nontransferable right and license to display Seller’s logo and other Seller’s marks on the Website.
3. REQUIRED COMMUNICATION
Jarano requires Seller to provide timely support to the Buyers of our marketplace. Sellers must ensure all communications are kept within our online messaging center. All messages should ideally be replied to within 24 hours. Please resolve all Buyer issues related to the Jarano marketplace within 48 hours if possible. Sellers are also required to notify Jarano when they change the status of an order. Changes in status could include but are not limited to: canceling an order, refunding an order or alerting a Buyer about a missing product from their order. When you mark an order as shipped with tracking or shipped without tracking, an automatic email will be sent to the Buyer alerting them of the status change. You do not need to contact Buyers directly unless replying to a question, alerting them of an order status update or responding to a complaint.
4. SHIPPING EXPECTATIONS
Seller is responsible for all aspects of shipping, including defining shipping rates, providing adequate packaging, tagging, labeling, and packing of the product in compliance with the Seller Specifications and Applicable Law.
Unless Seller has a Shipping Policy on their store, the following is the default applicable shipping policy:
All orders should be shipped to Buyers within 48 hours. All orders must reach the Buyer within the quoted time frame of 6-8 business days (standard shipping) and 3-4 business days (expedited shipping). Failure to update order with shipment notification (with tracking number) within 4 days may cause your transaction and any associated payment to be canceled at our sole discretion.
As part of this Agreement you are contracted to adhere to, it is your responsibility to deliver the products contained within an order to the Buyer and you waive your ability to win any disputes if the Buyer says the package did not arrive due to not having Delivery Confirmation or Tracking.
All orders made and paid through Jarano must be shipped through a valid Postal/Courier service to buyers. We recommend purchasing shipping insurance from the Postal service to cover order/products being shipped in case of unexpected loss of the product during shipment and/or failure to track the shipment even with available tracking number.
It is seller's responsibility to collect and remit any taxes associated with a transaction. Jarano may provide tools that allow a user to charge sales tax on transactions, but Jarano will not be held responsible for the collection or lack of collection of any taxes due to the use of these tools. Jarano is not responsible for determining when tax should be charged.
6. RETURN and REFUND POLICY
Seller is responsible for monitoring and processing any returns pertaining to their product. Seller can view returned products from the Returns page available on their Dashboard.
Unless Seller has a Return and Refund Policy on their store, the following is the default applicable policy:
For all products, Seller will accept and process returns, refunds and adjustments in accordance with this marketplace agreement.
Buyer may return products for any reason to Sellers within fourteen (14) days of receipt of the product if Buyer paid for product through Jarano. If Buyer used Cash on Delivery option, then Buyer must return the product during the same time it was delivered. The Buyer will initiate the return of the product through Jarano and from the details page of the order in their account. Buyer can do this by selecting Order history, viewing the order, and clicking on the return link.
The Seller will review the return request and provide further direction to Buyer. For any returning product, the Buyer will send the product directly to the Seller. Upon Seller’s receipt of the returned product(s), the Buyer will be refunded the amount of the purchase or return settled as agreed between Buyer and Seller.
Buyers are not subject to restocking or refund processing fees when a Seller applies a refund to a returned product. Seller will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by Seller to Buyers in connection with Jarano marketplace purchases, using functionality enabled for Seller account, and will route all such refund payment through Jarano if Buyer paid for the returning product(s) through Jarano. Jarano will provide any such payments to the Buyers (which may be in the same payment form originally used to purchase your product), and Seller will reimburse Jarano for all amounts so paid. Jarano may offset such refund payments against any amounts to be remitted or paid by Jarano to Seller under this marketplace agreement or seek reimbursement from seller via any of the means authorized under this marketplace agreement. Seller will promptly provide refunds and adjustments that Seller is obligated to provide under the applicable Jarano Refund and Returns Policy and as required by law, and in no case later than thirty (30) days after the obligation arises.
7. PRODUCT PRICING
The Seller is responsible and entitled to price its Products at its sole and absolute discretion, subject always that the pricing of such Products on the Website remains compliant with all applicable laws and legislations. The Price is to be listed in UNITED STATES DOLLARS ($). The Buyer is responsible for the payment of all applicable taxes that arises out of or in relation to the sale and delivery of the Product. Taxes are calculated based on Buyer's shipping address relative to Seller’s store address that the Seller has registered with Jarano. The Seller is responsible for updating and keeping the record of their address and tax rate up to date. Jarano is not liable for any miscalculation of sales tax that potentially could occur. The Seller shall keep the retail price of their products consistent across all distribution channels (online and offline) with the exception of temporary sales exceeding no more than fourteen (14) days.
Opening a shop is free and has no joining fees. The fees due and payable to Jarano shall be dependent on the subscription plan selected by the Seller after the shop is open. The amounts due are in UNITED STATES DOLLARS ($) and visible to Sellers on their management dashboard of their shop. There are different subscription plans with a starter plan being one where the only fee involved is a commission from product sales.
In cases where Buyer's payment comes directly to Jarano, all fees shall become due, payable, and automatically deducted from payment received from Buyer using the designated third party payment handler. Jarano shall remit payment to Seller within fourteen days (14) from the date the order/product is shipped and order updated with shipment tracking number. Amounts retained by Jarano are compensation for the service of advertising and/or selling the products for Seller.
For purchases made by Buyer that involves direct payment to the Seller like in the case of Cash on Delivery, the commission fee amount will be due Jarano as soon as the Buyer has made payments to the Seller for all products without exception and regardless of the means of payment used. It is due even if the Buyer returns the Product to the Seller for whatever reason. This amount will be paid within 7 days by bank transfer to Jarano's account or by other means agreed upon by Seller and Jarano, after receipt of the invoice by email. In the absence of payment within 7 days, a late interest of 10% on the unpaid amounts may be requested.
Jarano shall notify the Seller of any new applicable Fees. All new Fees shall be applicable immediately upon notification to the Seller by Jarano. Jarano shall be entitled to vary the Fees at any time.
Seller agrees to receive invoices electronically only.
9. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
OUR WEB SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. JARANO MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) THAT OUR WEB SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; (c) THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON OUR WEB SITE WILL BE AS REPRESENTED BY SELLERS, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED; (d) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (e) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF JARANO. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, JARANO DISCLAIMS ANY AND ALL SUCH WARRANTIES.
BECAUSE JARANO IS 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 JARANO (AND ITS EMPLOYEES, REPRESENTATIVES AND AGENTS) 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.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED AT LAW, JARANO WILL NOT BE LIABLE UNDER ANY LEGAL THEORY, STATUTE OR OTHER RULE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL AND CONSEQUENTIAL DAMAGES (SUCH AS LOSS OF PROFITS, LOSS OF REVENUE OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPATION AGREEMENT, OUR WEB SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR FEEDBACK OR RATINGS POSTED TO OUR WEB SITE OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES, WHETHER OR NOT JARANO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Anything else contained in this Agreement to the contrary notwithstanding, neither party excludes any liability for death or personal injury to the extent only that it arises as a result of the negligence of that party, its employees, agents or other authorized representatives.
10. INTELLECTUAL PROPERTY RIGHTS
Intellectual Property Rights.
Subject to the license granted to you in this Agreement, Jarano reserves all right, title and interest in its and its affiliates' intellectual property rights (including, without limitation, any patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, database rights, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country) in our Web Site and the Services. Any goodwill accruing out of the use of Jarano's and its affiliates' trademarks, trade and business names and service marks under this Participation Agreement will vest in Jarano and its affiliates, as the case may be. All rights not expressly granted herein are reserved to Jarano.
Grant of License by Jarano.
Jarano hereby grants to Seller a non-exclusive, revocable, non-transferable license to promote and sell products on or through the Websites to Buyers, subject to the terms of this Agreement.
Grant of License by Seller
Seller hereby grants to Jarano a royalty-free, non-exclusive, irrevocable, perpetual, worldwide, royalty-free, right to use and to reproduce, modify, display, distribute, perform, re-format, create derivative works of or otherwise commercially or non-commercially exploit in any manner the Seller Content and Product Listings with the right to sublicense such rights through multiple tiers; provided however that Jarano will not alter any Seller Marks from the forms provided by Seller except to the extent necessary for presentation, so long as the relative proportions of the marks remain the same; provided further than nothing in this Agreement will restrict Jarano's right to use the Seller Content to the extent such use is allowable without a license from Seller under Applicable Law.
Ownership of Content.
Jarano and Seller each agree and acknowledge that, as between Jarano and Seller, Seller owns all Seller Content and Seller Marks, subject to the License granted herein.
You hereby warrant and agree that you shall at all times comply with its obligations under the applicable data protection legislation during the Term. You shall fully indemnify Jarano against all actions, claims and expenses (including legal costs) whatsoever which arises out of any breach of this provision.
Jarano may collect the following data from the users to aid in the operation of Jarano obligations: most popular products, times of posting new products, time of day of the sales as well as text you type in this website. Jarano will also collect personally identifiable information that you have not voluntarily entered in this website, including but not limited to twitter handle, user name, password, and contact information such as external email and mailing address ("Personal Information") that may identify the Seller, Buyer, or user of the site. The information that is being collected is being used to help improve the usability of this website.
Because Jarano is not directly involved with transactions between buyers and sellers, you agree to release Jarano from claims, demands and damages related to transaction disputes. If a dispute arises, buyers and sellers are expected to deal with each other to come to a resolution. At times, Jarano Customer Service may step in to mediate disputes between Buyers and Sellers on our platform. During mediation, Jarano Customer Service may apply full or partial refunds to resolve disagreements, any and all refunds are at the discretion of the Customer Service Team.
Each party agrees that it will not use for its own purposes, will not disclose to any third party, and will retain in strictest confidence all Confidential Information belonging to or relating to the business of the other party. Each party will safeguard such Confidential Information by using the same degree of care and discretion that it uses to protect its own confidential information. Neither party may use, disclose, communicate or disseminate any Confidential Information of the other party for any purpose not expressly contemplated by this Agreement or approved in advance in writing by the other party. With respect to any Confidential Information that also constitutes a trade secret under applicable law, the parties' obligations above shall continue to apply for two years after any such Confidential Information no longer constitutes a trade secret under applicable law. No party will be obligated to maintain the confidentiality of information: (a) it is required to reveal in performing its obligations under this Agreement; (b) that is or becomes within the public domain through no act of the disclosing party in breach of this Agreement; (c) was in the possession of the disclosing party prior to its disclosure under this Agreement, and the disclosing party can prove that; or (d) is required to be disclosed by state or federal law.
Personally Identifiable Information.
You acknowledge that to process Transactions, Jarano may receive Personally Identifiable Information from you. You will obtain, either directly or indirectly, the right to use and disclose to Jarano any such Personally Identifiable Information.
Proprietary Nature of the Administration Portal.
Seller acknowledges that: (a) the Jarano Platform may be highly proprietary; and (b) that the proprietary nature of the Jarano Network extends to the "look and feel" associated with the Website. Seller acknowledges Jarano's exclusive right, title and interest in and to the Jarano Website is protected by applicable law. Seller may not do or cause to be done any act or thing, directly or indirectly, contesting or in any way impairing Jarano's right or interest in its Intellectual Property.
Seller must keep any customer information received confidential and secure. Seller should not share their Jarano login information with anyone nor store buyer information anywhere outside of the Jarano Seller Portal. In addition, Seller may not share buyer information through social media or any other platform nor collect buyer information for the purpose of marketing.
14. INDEMNITY/LIMITATION OF LIABILITY
You will defend, indemnify and hold harmless Jarano and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this marketplace agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or the collection, payment or failure to collect or pay any taxes.
JARANO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS MARKETPLACE AGREEMENT, THE SITE, THE INABILITY TO USE THE SITE OR THE MARKETPLACE, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO VIA THE SITE.
15. TERM; TERMINATION; TRANSITION
This Agreement shall commence on the Effective Date and shall continue in full force and effect as long as you continue using the Site to buy or list and sell Products.
Jarano, in its sole discretion, may terminate this Agreement, access to our Web Site or the Services, or any sales or purchases or offers for same, immediately and without notice. Jarano reserves the right to monitor user accounts to determine if policies or laws are being broken. Any illegal or fraudulent activity may be reported by Jarano to law enforcement or other third parties. Upon termination, Seller must pay Jarano any fees that were incurred prior to the effective date of termination.
Termination for Breach.
This Agreement may be terminated at any time by either Party if the other Party breaches any provision of this Agreement, and has failed to cure such breach within thirty (30) days of receipt of written notice of breach from the non-breaching party, stating the nature and character of the breach. Jarano may immediately terminate this Agreement if Seller fails to meet any of its tax obligations, including without limitation the requirement of Seller to provide documentation proving that Seller has remitted collected taxes or fees to the appropriate jurisdiction(s). Either Party may terminate this Agreement without prior notice or a cure period for breaches that are incapable of cure (including, but not limited to, a Party’s involvement in money laundering or terrorist activity). Upon termination of this Agreement, if for breach of Seller, any fees due to Jarano at the time of termination shall immediately come due and; if for breach of Jarano, any prepaid but unused amounts by Seller up to the date of termination shall be refunded to Seller. Termination under this Section does not limit either Party from pursuing any other remedies available to such Party, including but not limited to injunctive relief.
Termination in the Event of Insolvency or Bankruptcy.
Either Party may terminate this Agreement upon written notice to the other Party in the event (a) the other Party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the other Party and such petition is not dismissed within ninety (90) days of filing; (c) the other Party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar law; (d) the other Party ceases to do business in the normal course; or (e) a receiver is appointed for the other Party or its business.
Termination Due to Changes in Laws.
Jarano may terminate this Agreement if it becomes impossible or impractical for Jarano to perform its obligations under this Agreement by reason of changes in federal, state, country, or international laws which this Agreement cannot reasonably be modified to accommodate.
Jarano may terminate this Agreement at any time, for any reason with or without notice.
Seller may terminate this Agreement at any time, upon fifteen (15) days prior written notice to Jarano. In the event that Seller terminates this Agreement during a prepaid month, Seller will not be entitled to any refund for the prepaid days.
Jarano may immediately suspend Seller's listing of Products on the Site or Seller’s Marketplace Account, at any time and in Jarano’s sole discretion. Upon any termination or suspension of Seller Marketplace account, Jarano may hold all Seller Payments for ninety (90) days to allow for the settlement of all amounts owed to Jarano.
Seller will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to (i) provide Customer service to Buyers who purchased Products on the Site, (ii) pay any invoices delivered by Jarano in connection with this Agreement, (iii) notify Jarano and Buyers of any recalls of its Products, (iv) remit any taxes collected to the proper jurisdiction(s), (v) fulfill any outstanding orders, and (iv) immediately notify Jarano of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.
The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, Jarano's rights to use Seller's suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination.
16. GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Massachusetts, US.