Last Updated: June, 2017

Welcome to Spinn Inc. Spinn Inc. and its affiliates ('we', 'us', 'Spinn Coffee' or “Spinn”) provide website features and other products and services ('Spinn Services') to you subject to the following conditions ('Terms of Use').

By using Spinn Services, you agree to these conditions. Please read them carefully.

By registering to sell on the Spinn Marketplace and any related websites and applications owned or operated by or on behalf of Spinn (collectively, the «Websites»), you as an individual, or the company on behalf of which you are registering, (referred to herein as «Seller») agree to be bound by these Spinn Marketplace Terms and Conditions (collectively, with any Attachments or Exhibits, the «Agreement»), which are by and between Spinn Holdings Management Corporation (together with its affiliates, «Spinn») and Seller (each, a «Party» and collectively, the «Parties»). This Agreement is effective as of latest of (i) the date Seller registers for the Websites via the Portal or otherwise accepts the Agreement and (ii) the Agreement is posted to the Seller Portal (the «Effective Date»). Capitalized terms not defined in this Agreement will have the meanings given to them in Appendix A.

SPINN’S RESPONSIBILITIES

1. Websites Hosting and Maintenance. Spinn will provide Seller with access to the Websites as a platform for Seller to post Merchandise Listings and facilitate the sale of Seller's Merchandise to Users. Spinn will be responsible for all operating functions of the Websites. Spinn may, in its sole discretion, (i) ask Users to rate and/or provide comments regarding Merchandise and/or Seller's performance, using any metrics determined by Spinn in its sole discretion, and (ii) post any resulting ratings and/or comments on the Websites for public display.
2. User Orders and Payment. Spinn will process User Orders (as defined in Section II.C.1) and collect all amounts due from Users for Merchandise ordered from Seller through the Websites. Within fifteen (15) days thereafter, Spinn will remit such amounts, less any amounts owed to Spinn by Seller, by electronic funds transfer to the bank account identified by Seller in the Portal. Seller hereby appoints Spinn as an agent of Seller for the sole and express purpose of receiving payments from Users for Seller's Merchandise sold on the Websites. Seller acknowledges that, as between Seller and a User who purchases Merchandise from Seller, Spinn' receipt of funds from the User is deemed the receipt of funds by Seller.

SELLERS'S RESPONSIBILITIES

1. Enrollment; Account Activation. Seller will provide the information requested on the Portal during Account activation, and agrees to update such information promptly. Seller will not use or incorporate any Spinn Mark, in whole or in part, in Seller's account name or any other User-facing identification. Seller agrees to secure the password used to access its Account and not to disclose it to any third party (other than any authorized third-party service providers to Seller). Seller acknowledges and agrees to be strictly liable for all uses or actions occurring through the Seller's Account.
2. Merchandise Listings. Seller will create Merchandise Listings via the Portal for all Merchandise it intends to sell on the Websites. All Merchandise Listings will comply with the specifications and policies posted in the Portal, and such Merchandise Listings will not use or incorporate any Spinn Marks. Seller is responsible for promptly updating its Merchandise Listing(s) to ensure the Merchandise Listing and inventories are at all times accurate. Seller will not list any Merchandise it does not currently have in stock. Seller acknowledges that failure to abide by the terms of this Agreement may subject Seller to penalties and legal liability, and that Spinn may reject, remove or censor any Merchandise Listing for any reason, in Spinn' sole discretion.
   1. Merchandise Pricing. Seller is responsible to establish prices for its Merchandise. Seller will enter pricing via the Portal, unless another method is approved in writing by Spinn.
      1. Most Favorable, Best Pricing or Equivalent Pricing. Seller will maintain parity between the Merchandise and identical merchandise offered through Seller's other sales distribution channels, including Seller's own website(s) or any third-party website(s). For avoidance of doubt, the term 'parity' as used herein means that sales prices, product quality (including quality assurances), and shipping and handling charges associated with a Merchandise Listing (including any 'low price' guarantees, rebates, free or discounted shipping and handling, or other benefits) are equivalent to those associated with identical Merchandise offered by Seller on the Websites.
      2. Seller Pricing Errors. If Seller uploads or otherwise provides incorrect pricing information to a Merchandise Listing (a «Seller Pricing Error»), Spinn may, at Seller's expense, take any commercially reasonable action necessary to avoid and/or repair harm to Spinn due to the Seller Pricing Error. Such action may include requiring Seller to honor all Merchandise purchases occurring due to Seller Pricing Errors and compensating Users for any inconvenience caused by such errors. Seller will also reimburse Spinn for all costs Spinn incurs directly as a result of Seller Pricing Errors.
   2. Prohibited Merchandise. Unless otherwise expressly permitted in writing by Spinn, Seller will not promote, offer for sale, or provide Spinn with Merchandise Listings that (a) contain any Prohibited Merchandise, (b) promote or engage in any deceptive trade practice (including spoofing, slamming, cramming, phishing, attempting to scam or defraud a User into surrendering private and/or personal information); or (c) promote or engage in any other illegal activity.
   3. Permits and Licenses; Taxes. Seller will, at its own expense, obtain all permits and licenses required to operate its business in accordance with Applicable Law, and will pay and discharge all applicable taxes and assessments which may be due for selling or offering of its Merchandise for sale on or through the Websites. It is Seller's responsibility to determine the states in which it has an obligation to collect and remit state and local sales and use taxes («Taxes»).
3. Shipping. Seller is responsible for all aspects of shipping, including providing adequate packaging, tagging, labeling and packing of the Merchandise in compliance with the Seller Specifications and Applicable Law.
   1. Process. When Seller receives notice of an order from a User (a «User Order») at the e-mail address specified by Seller in the Portal, Seller will process and fulfill the User Order in compliance with the Seller Shipping and Delivery Policy, and will make the Merchandise requested in a User Order («Requested Merchandise») available for pick up by a common carrier to deliver to the applicable User. Seller will not substitute any item(s) for the Requested Merchandise. Title to and risk of loss of and/or damage to the Requested Merchandise will remain with Seller until delivery to the User. Spinn will not have title to, or deemed the legal owner of, any Merchandise at any time under the terms of this Agreement. Seller may not include any marketing, promotional materials, or any other solicitations with the Requested Merchandise shipped to Users.
   2. Overdue Orders. Spinn may cancel any User Order that fails for any reason to ship within the applicable shipping period indicated in the Seller Specifications, and Spinn will have no duty to compensate Seller for any such cancelled orders. It is Seller's responsibility to monitor all orders and ensure all shipments are made within the timeframes indicated in the Seller Specifications.
   3. Delivery Errors, Non-conformities. Seller is responsible for any non-delivery, delivery error, mistake, theft or act in connection with the fulfillment and delivery of its Merchandise, except to the extent caused by Spinn' failure to properly process a User's address verification in the course of the purchase of the Merchandise.

4. User Service Issues. Seller will resolve all User service issues arising from, or in connection with Seller's promotion, sale, order fulfillment and/or delivery of Merchandise. Spinn will direct Users who contact it with service issues related to Merchandise sold pursuant to this Agreement to contact Seller via the contact information Seller has provided in the Portal. If Seller fails to respond to User service issues, or requests from Spinn related to same, Spinn may take any actions necessary to ensure compliance, up to and including suspending Seller's access to their Account. In the event that Spinn believes in its sole discretion that a transaction represents fraudulent activity, Spinn may, but is not obligated to, prohibit the transaction. Spinn will not be liable to Seller for any such action results in or prevents a User from completing an order or causes a User to cancel an order.
5. Chargebacks. If Spinn notifies Seller of a User chargeback or chargebacks received due to non-delivery, or other dispute related to Seller's transactions, Seller must present Spinn with all information requested in the chargeback notification within five (5) business days of receiving notice. If Seller fails to comply with Spinn' request, Seller will reimburse Spinn for the User chargeback(s) in accordance with the settlement and payment terms herein. Notwithstanding the other provisions of this paragraph, Seller will not be responsible for chargebacks due to (a) theft and/or unauthorized use of a third party's credit card information for which Spinn is responsible (except to the extent such theft and/or unauthorized use is attributable to Seller), and (b) non-delivery due to Spinn' failure to send the order information to Seller.
6. Seller Marketing; Restrictions; Prohibition on use of User Information. Seller (or any of its affiliates or related parties) may not directly or indirectly disclose or use any User information or other transaction information, except as necessary to fulfill its fulfillment and customer service obligations under this Agreement. Seller may not use any User information for any of its own marketing or promotional activities. To the extent Seller obtains User information outside of its relationship with Spinn or the Websites, the terms of this section will not prevent Sellers from using such User information, provided that Seller may not explicitly target Users on the basis of their purchases or presence on the Websites.
7. Refunds; Defective Merchandise. Seller will be responsible for reimbursement of defective merchandise unless Seller is able to provide evidence that it was not responsible for such defects.
8. Recalled Merchandise; Defective Merchandise. Seller will immediately notify Spinn of any recalls affecting the Merchandise it has listed on Spinn Marketplace. Notwithstanding the foregoing Seller is responsible for all defective or recalled Merchandise, including any costs associated with recalls of its Merchandise, all liability related to its Merchandise (regardless of whether such Merchandise is defective), and will bear all costs associated in notifying Users and handling such recalls of its Merchandise.

FEES AND COMMISSIONS

1. Fees. There is a $5 flat rate shipping fee that Spinn will pay the Seller per order fulfilled that is less than 1.5 pounds total through Spinn Marketplace. For any order larger than 1.5 pounds the Seller will receive an additional $1 per bag sold.
2. Commissions. Seller will pay a 30% commission (unless otherwise agreed upon in a written contract) on gross sales to Spinn, which is subject to change. Any revised Commission rates are effective as of the date posted.

PRIVACY

Please review our Privacy Notice, which also governs your use of Spinn Services, to understand our practices.

ELECTRONIC COMMUNICATIONS

When you use certain Spinn Services, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by e-mail, by posting notices on our websites, by delivering notifications through our mobile applications or through other electronic means. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

COPYRIGHT

All content included in or made available through any Spinn Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Spinn or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Spinn Service is the exclusive property of Spinn and protected by U.S. and international copyright laws. All software used on this Spinn Service is the property of Spinn or its software suppliers and protected by United States and international copyright laws.

TRADEMARKS

Spinn, Spinn Services, the Spinn and Spinn Services logos, and other graphics, logos, page headers, button icons, scripts, and product and service names included in or made available through any Spinn Service are trademarks or trade dress of Spinn in the United States and other countries. Spinn's trademarks and trade dress may not be used in connection with any product or service that is not Spinn’s, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits Spinn. All other trademarks not owned by Spinn that appear in any Spinn Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Spinn.

LICENSE AND ACCESS

Subject to your compliance with these Terms of Use and your payment of any applicable fees, Spinn Services LLC grants you a limited license to access and make personal use of this Spinn Service and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Spinn. This license does not include any resale or commercial use of any Spinn Services its contents; any derivative use of any Spinn Services or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. This Spinn Service or any portion of this Spinn Service may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Spinn without our express written consent. You may not use any meta tags or any other 'hidden text' utilizing Spinn’s names or trademarks without our express written consent. Any unauthorized use terminates the permission or license granted by Spinn Services LLC. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of services.Spinn.com so long as the link does not portray Spinn, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any logo or other proprietary graphic or trademark of Spinn as part of the link without our express written permission.

YOUR ACCOUNT

If you use any Spinn Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computers and other applicable devices, and you agree to accept responsibility for all activities that occur under your account or password. Spinn Services are not intended for use by children. If you are under 18, you may use Spinn Services only with involvement of a parent or guardian. Spinn reserves the right to refuse service, terminate accounts, or remove or edit content in its sole discretion.

YOUR LICENSE

If you submit material, and unless we indicate otherwise, you grant Spinn a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Spinn and its sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you submit; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Spinn for all claims arising from content you supply. Spinn has the right but not the obligation to monitor and edit or remove any activity or content. Spinn takes no responsibility and assumes no liability for any content submitted by you or any third party.

SERVICES DESCRIPTIONS

Spinn attempts to be as accurate as possible. However, Spinn does not warrant that descriptions of services or other content of this Spinn Service is accurate, complete, reliable, current, or error-free. Spinn provides links to other sites over which Spinn has no control. Spinn is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

Spinn SERVICES ARE PROVIDED BY Spinn ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. Spinn MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS Spinn SERVICE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN THIS Spinn SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS Spinn SERVICE IS AT YOUR SOLE RISK. Spinn RESERVES THE RIGHT TO WITHDRAW OR DELETE ANY INFORMATION FROM THIS Spinn SERVICE AT ANY TIME IN ITS DISCRETION. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, Spinn DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Spinn SERVICES DOES NOT WARRANT THAT THIS Spinn SERVICE, ITS SERVERS, OR E-MAIL OR OTHER NOTIFICATIONS SENT FROM SpinnARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Spinn WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS Spinn SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

APPLICABLE LAW

By using any Spinn Service, you agree that the laws of the State of California together with the Federal Arbitration Act and other applicable United States federal law, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods, will govern these Terms of Use and any dispute of any sort that might arise between you and Spinn.

DISPUTES

Any dispute relating in any way to your use of this or any other Spinn Services will be resolved by binding arbitration as described in this “Disputes” section, rather than in court, except that (i) you may assert claims in a small claims court that is a state or Federal court in Los Angeles County, California if your claims qualify and (ii) you or we may bring suit in any state or Federal court in Los Angeles County, California, submitting to the jurisdiction of such court and waiving our respective rights to any other jurisdiction, 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 provisions of these Terms of Use as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Spinn, Inc. 1040 Mariposa St., San Francisco, CA 94107 . 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, Spinn 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. Spinn and you 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. Spinn and you each waive any right to a jury trial.

Spinn SERVICES POLICIES; MODIFICATION, AND SEVERABILITY

Please review all policies applicable to Spinn Services you use posted, or otherwise made available, through the applicable Spinn Services. These policies also govern your visit to and use of Spinn Services. We reserve the right to make changes to Spinn Services policies, and these Terms of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

OUR ADDRESS

Spinn Inc.
1040 Mariposa St.
San Francisco, CA 94107

Spinn SOFTWARE TERMS

The following additional terms apply to any software (including any updates or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with Spinn Services (the “Spinn Software”):

Use of the Spinn Software. You may use Spinn Software solely for purposes of enabling you to use and enjoy Spinn Services as provided by Spinn, and as permitted by these Terms of Use and any Service Terms. You may not incorporate any portion of the Spinn Software into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the Spinn Software or otherwise assign any rights to the Spinn Software in whole or in part. You may not use the Spinn Software for any illegal purpose. We may cease providing any Spinn Software and we may terminate your right to use any Spinn Software at any time. Your rights to use the Spinn Software will automatically terminate without notice from us if you fail to comply with any of these Terms of Use and any Service Terms. Additional third party terms contained within or distributed with certain Spinn Software that are specifically identified in related documentation may apply to that Spinn Software (or software incorporated with the Spinn Software) and will govern the use of such software in the event of a conflict with these Terms of Use. All software used in any Spinn Service is the property of Spinn or its software suppliers and protected by United States and international copyright laws.

Use of Third Party Services. When you use the Spinn Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

No Reverse Engineering. You may not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Spinn Software, whether in whole or in part, or create any derivative works from or of the Spinn Software.

Updates. In order to keep the Spinn Software up-to-date, we may offer automatic or manual updates at any time and without notice to you.

Export Regulations; Government End Users. You must comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to the Spinn Software. If you are a U.S. Government end user, we are licensing the Spinn Software to you as a 'Commercial Item' as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Spinn Software are the same as the rights we grant to all others under these Terms of Use.