Last updated: April 11, 2021
To access and use the Services, you must register for a Towne account (“Merchant Account”) by providing your name, your business’ legal name, business address, phone number and email address, as well as any other information we may request. Towne may reject your application for a Merchant Account, or cancel an existing Merchant Account, for any reason, in our sole discretion. If you are entering into these Terms on behalf of a Merchant, company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you” or “your” shall refer to such entity and its affiliates.
You acknowledge that Towne will use the email address you provide on opening a Merchant Account or as updated by you from time to time as the primary method for communication with you.
You are responsible for keeping any Towne-related password secure. Towne cannot and will not be liable for any loss or damage from your failure to maintain the security of your Merchant Account and password.
You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Merchant Account (“Materials”).
A breach or violation of any term in the Terms as determined in the sole discretion of Towne may result in an immediate termination of your access to and use of the Services.
WHICH MEANS(a) The term of these Terms will start on the date of your completed registration for use of a Service and continue until terminated by us or you as provided below (“Term”).
(b) You may at any time terminate your use of any Service upon thirty (30) day notice to us via email at merchants@towne.io.
(c) We may terminate your use of any Services or terminate these Terms at any time for any reason.
(a) You will pay the fees applicable to your subscription (“Subscription Fees”) and any other applicable fees (collectively, the “Fees”) as set forth on the Site. All Fees are non-cancelable and non-refundable regardless of any early termination of this Agreement. If Merchant’s use of the Services exceeds any applicable limits set forth on the Site, Merchant shall be billed for such usage and Merchant agrees to pay the additional fees in the manner provided herein. Merchant reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Term or then-current renewal term, upon thirty (30) days prior notice to Merchant (which may be sent by email).
(b) If required on the Site or Services, you must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Towne will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Towne will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
(c) Subscription Fees are paid in advance and, along with any other Fees, will be invoiced to you in 30 day intervals (each such date, a “Billing Date”). You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Merchant via the email provided. As well, an invoice will appear in your Merchant Account. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
(d) All Fees are exclusive of applicable sales, goods and services or other taxes (“Taxes”). You are responsible for all applicable Taxes that arise from or as a result of your subscription. To the extent that Towne charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Towne of your exemption. If you are not charged Taxes by Towne, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
In addition to the terms applicable to the Services generally, the following terms apply to merchants enrolled in our Preferred Partner Program. We will refer to such merchants as Preferred Partners. In some cases merchants will participate in both the Preferred Partner Program and the Category Partner Program, in which case both sections 10 and 11 will apply. Under the Preferred Partner Program we showcase your products (including images, product descriptions and pricing) in priority position when a shopper’s search request matches your inventory. Shoppers can purchase your products directly through Towne or they can choose to come to your store to purchase in-person.
(a) Merchants will provide Towne with access to their Products or inventory in real-time or near real-time and to their Product catalog on an as-needed basis. This includes a unique product identifier (UPC, SKU, otherwise), product name, product description, product image, quantity in stock, and price. The mechanism for doing so will vary from merchant to merchant.
(b) Towne will showcase your Products in priority position when a shopper’s search request matches your inventory. This includes the product name, product description, product image, quantity in stock at your store, and price as well as your store’s name and location, if applicable.
(c) Merchants will commit to picking and packing Products purchased through Towne within 60 minutes of receiving notification from Towne. Notification of a Towne purchase will be made to an email address provided by the merchant or via other means mutually agreed upon.
(d) Merchants will leave the picked and packed Product(s) in a predetermined location for pick up by a Towne personnel or the shopper. The merchant will verify purchase by requiring the Towne delivery person or the shopper to produce the unique order number or email confirmation.
(e) Merchants must provide Towne with valid bank account information for a bank account acceptable by Towne (“Your Bank Account”). You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information. All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us.
(f) Towne will settle with merchants on a weekly basis for the previous week’s sales. Your payment will be the amount of the sale pre-tax less Towne’s commission and processing fees.
(g) Towne’s commission and processing fees are set forth on the Site.
(h) Towne bears the risk of credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with purchases made through the Towne platform.
(i) Towne’s platform does not currently facilitate returns or exchanges. Any requests for returns or exchanges from shoppers will be handled on a case-by-case basis via Towne Support.
(a) Merchants will provide Towne with store name, store description, and store image(s). The mechanism for doing so will vary from merchant to merchant.
(b) Towne will showcase your store when a shopper’s search request matches your general inventory and when we do not have products from a Preferred Partner that are a match. This includes the store name, store description, store image, and store location, if applicable.
(c) Merchants are responsible for all sales taxes.
Merchant may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The Terms are not assignable, transferable or sublicensable by Merchant except with Towne’s prior written consent. Towne may transfer and assign any of its rights and obligations under these Terms without consent. The Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral Terms, communications and other understandings relating to the subject matter of this Terms, and all waivers and modifications must be in writing and signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Terms and Merchant does not have any authority of any kind to bind Towne in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions.