Participation Agreement
Welcome to the Detroit Ammunition Company, LLC site (the “Site”) and our selling services (the “Services”). Any person who wants to access the Site and use the Services to sell items must accept the terms and conditions of this Participation Agreement without change. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.
Detroit Ammunition Company, LLC (“we,” “us,” and “our”) reserves the right to change any of the terms and conditions contained in this Participation Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Participation Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING DETROIT AMMUNITION COMPANY, LLC ‘S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.
1. Eligibility. Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register, you must provide your real name, address, phone number, e-mail address, and valid credit card information. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the state in which your business is registered and that you are registering for the Services within such state; (b) you have all requisite right, power and authority to enter into this Participation Agreement and perform your obligations hereunder; and (c) any information provided or made available by you or your affiliates to Detroit Ammunition Company, LLC or its affiliates is at all times accurate and complete.
2. Detroit Ammunition Company, LLC ‘s Role. Detroit Ammunition Company, LLC provides a platform for third-party sellers (“Sellers”) and buyers (“Buyers”) to negotiate and complete transactions. Detroit Ammunition Company, LLC is not involved in the actual transaction between Sellers and Buyers, except as set out in Section 3. Without limitation, you may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is up to the Seller to accurately describe the item for sale. As a Seller, you use the Site and the Services at your own risk.
3. The Transaction Processing Service. By registering for or using the Services, you authorize Detroit Ammunition Company, LLC to act as your agent for purposes of processing payments, refunds and adjustments for your transactions, receiving and holding sales proceeds on your behalf, remitting sales proceeds to your bank account, charging your credit card, and paying Detroit Ammunition Company, LLC and its affiliates amounts you owe in accordance with this Participation Agreement or other agreements you may have with Detroit Ammunition Company, LLC or its affiliates.
3.2. Revenue Share. For each Sale, Detroit Ammunition Company, LLC will pay you, at a minimum, an amount (“Revenue Share”) equal to Eighty-five and 1/10 percent (85.1%) of the amount received by Detroit Ammunition Company, LLC from the Sale. Detroit Ammunition Company, LLC may agree to adjust it Revenue Share on an individual basis and in its sole discretion. Such amounts exclude taxes and any separately stated fees or charges. Sales proceeds are due only for Sales for which Detroit Ammunition Company, LLC has received final payment from or on behalf of a third-party purchaser.
3.3. Payment by Detroit Ammunition Company, LLC. Subject to the terms of this Participant Agreement, approximately fourteen (14) days after the end of the calendar month in which the applicable Sale is made, Detroit Ammunition Company, LLC will make available to you a report detailing Sales along with payment of the sales proceeds due in connection with such report. All payments will be made in US dollars (“$”). You agree to provide Detroit Ammunition Company, LLC with information on a valid bank account in your name, and Detroit Ammunition Company, LLC will make payments to that account via Electronic Funds Transfer (“EFT”). If EFT is not available Detroit Ammunition Company, LLC shall in its sole discretion issue a check or pay you via a third-party payment system. Detroit Ammunition Company, LLC is entitled to accrue and withhold payments, without interest, until the total amount due to you (net of any tax withholding, as further described below) is at least $20.00. If Detroit Ammunition Company, LLC pays you sale proceeds on a Sale and later issues a refund or credit to the third-party purchaser for such Sale (or receives a chargeback related to the Sale), Detroit Ammunition Company, LLC may offset the amount of the sales proceeds that Detroit Ammunition Company, LLC previously paid you against future sales proceeds or other amounts that would otherwise be payable to you under this Agreement, or require you to remit that amount to Detroit Ammunition Company, LLC. Detroit Ammunition Company, LLC may also withhold and offset sums you owe to Detroit Ammunition Company, LLC against amounts that are payable to you. You agree that any fees charged by your bank in connection with wire transfers pursuant to this Section are solely your responsibility. When this Participant Agreement terminates, Detroit Ammunition Company, LLC may withhold all sales proceeds due for a period of sixty (60) days from the date they would otherwise be payable, in order to ensure Detroit Ammunition Company, LLC ‘s ability to offset any end user refunds or make any other offsets to which Detroit Ammunition Company, LLC is entitled.
3.3.1. Use of Certain Information. Detroit Ammunition Company, LLC shall only use your banking and payment information for purposes related to this Section. Detroit Ammunition Company, LLC shall not disclose your sales and related financial data to third parties, unless required by a valid court order.
3.4. Taxes. Any Seller will, at its own expense, obtain all permits and licenses required to operate its business and will pay and discharge all applicable taxes and assessments which may be due for selling or offering of its items for sale on or through the Site. 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. If Detroit Ammunition Company, LLC collects and remits any taxes imposed on sales to third-party purchasers. You are responsible for any income or other taxes due and payable resulting from Detroit Ammunition Company, LLC ‘s payments to you. Accordingly, unless otherwise stated, the amounts due to you hereunder are exclusive of any taxes that may apply to such payments. Detroit Ammunition Company, LLC maintains the right to deduct or withhold any applicable taxes payable by you from amounts due from Detroit Ammunition Company, LLC, and the amounts due, as reduced by such deductions or withholdings, will constitute full payment to you.
4. Detroit Ammunition Company, LLC Reservation of Rights. Detroit Ammunition Company, LLC retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Participation Agreement) that has been charged for an order that we stop or cancel.
5. Your Transactions
a. For sales where a Seller lists goods at a fixed price (“fixed price sales”), the Seller is obligated to sell the goods at the listed price to Buyers who meet the Seller’s terms. By listing an item in a fixed price sale, you represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
b. Listings, packaging for products shall not contain any retailer marketing materials that are not included as standard marketing materials with all of your product shipments, and emails sent by you to customers in connection with an order will not contain any marketing materials or links to any third party website, except for links to shipping websites that permit the customer to track shipment of their order.
c. Any listing content posted on our site may be modified, obfuscated or deleted at our discretion. We may revise listings to supplement, remove, or correct information.
d. You agree to ship in-stock products within two to three business days.
e. You must notify Detroit Ammunition Company LLC once you have shipped your orders so that you can receive payment. This notification will also trigger Detroit Ammunition Company LLC shipment confirmation email to the buyer, which includes the estimated delivery date. If you do not confirm shipment of the order within 30 days, Detroit Ammo will cancel the order, and you will not receive payment for it.
f. A $20 non fulfillment fee will be assessed for each order not fulfilled within 30 days. If the Non fulfillment payment is not received by the due date on the dated invoice, it shall be subject to a late payment penalty of $1 per day until paid. Your access to sell on Detroit Ammunition Company will be suspended until fees are paid.
6. Your Obligation. By entering into this Participation Agreement and posting a listing for fixed price sale, you agree to complete the transaction as described by this Participation Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
7. Seller Taxes. You agree that it is the Seller’s responsibility to determine whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority, and that Detroit Ammunition Company, LLC is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. “Seller Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.
8. Password Security. Your password may be used only to access the Site, use the Services, electronically sign Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.
9. Illegal Activity
a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant’s password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Detroit Ammunition Company, LLC will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
b. Investigation. Detroit Ammunition Company, LLC has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. Detroit Ammunition Company, LLC also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. Detroit Ammunition Company, LLC reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.
c. Disclosure of Information. Detroit Ammunition Company, LLC reserves the right to report any activity that either of them suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Detroit Ammunition Company, LLC ‘s systems and customers, or to ensure the integrity and operation of Detroit Ammunition Company, LLC ‘s business and systems, Detroit Ammunition Company, LLC may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.
10. Legality of Purchase and Shipment. If you sell or purchase ammunition on the Site, you agree to comply with all applicable Legal Requirements governing the specific requirements for transfer and shipping of ammunition. You covenant and agree that: (i) you will comply with all applicable Legal Requirements (as defined above) in listing, selling, purchasing, transferring and shipping Items; (ii) you shall be solely responsible for compliance with all applicable export or import controls, (iii) you shall comply with all Legal Requirements regarding the reporting, collection, withholding and payment of all taxes and duties applicable to the sale, export and transport of each item.
Items may not be sold or shipped contrary to state and local Legal Requirements, which may vary considerably. For example, Items such as ammunition may require government-issued proof of age before they can be shipped to certain states, and in some states, certain types of ammunition may not be sold or shipped at all.
You warrant that you are familiar with the U.S. statutes and regulations governing export controls, sanctions and embargoes, and you additionally agree that: (i) you are not a national of or located in any country embargoed by the United States, and (ii) you are not on the Excluded Parties List System, the Specially Designated Nationals List , or the Denied Persons List, and you are not listed on any other lists maintained by the U.S. federal government which prohibits or restricts participating in commercial or other transactions, and you are not using or accessing the Site on behalf of a party who is on any such lists.
11. No Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. DETROIT AMMUNITION COMPANY, LLC DOES NOT MAKE ANY 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 THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
c. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF FIXED PRICE SALE, 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 DETROIT AMMUNITION COMPANY, LLC. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DETROIT AMMUNITION COMPANY, LLC DISCLAIMS ANY AND ALL SUCH WARRANTIES.
12. General Release. BECAUSE DETROIT AMMUNITION COMPANY, LLC 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 DETROIT AMMUNITION COMPANY, LLC (AND ITS RESPECTIVE AGENTS AND EMPLOYEES) 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.
13. Indemnity/Limitation of Liability.
a. Indemnity and Defense. You will defend, indemnify and hold harmless Detroit Ammunition Company, LLC , and each of their 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 that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Participation 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 Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
b. Limitation of Liability. DETROIT AMMUNITION COMPANY, LLC 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 THE PARTICIPATION AGREEMENT, THE SITE, THE SERVICES, THE TRANSACTION PROCESSING SERVICE, THE INABILITY TO USE THE SERVICES OR THE TRANSACTION PROCESSING SERVICE, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
14. Applicable Law. The laws of the state of Michigan govern this Participation Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws.
15. Disputes. Because Detroit Ammunition Company, LLC is not the agent of Seller and is not the agent of Buyer for any purpose, except as set out in Section 3, Detroit Ammunition Company, LLC will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction. Detroit Ammunition Company, LLC urges Sellers and Buyers to cooperate with each other to resolve such disputes.
16. Your Grant. By entering into this Participation Agreement and listing an item, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to Detroit Ammunition Company, LLC and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Services); provided further, however, that nothing in this Participation Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to v and its affiliates, and that the use of such materials by Detroit Ammunition Company, LLC and its affiliates will not infringe upon or violate the rights of any third party.
By entering this Participation Agreement you further agree that you will not make available content in connection with our Site that contains advertisements, solicitations, or spam links to other web sites or individuals, without prior written permission from us.
17. Termination Detroit Ammunition Company, LLC, in its sole discretion, may terminate this Participation Agreement, access to the Site or the Services, or any current fixed price sales immediately without notice for any reason Detroit Ammunition Company, LLC, in its sole discretion, also may prohibit any Seller from listing items for fixed price sales.
18. General Provisions
a. Entire Agreement. This Participation Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notices and Conditions of Use, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
b. No Agency; Third-Party Beneficiary. Subject to the Section 3, you and Detroit Ammunition Company, LLC are independent contractors and nothing in this Participation Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Nothing expressed or mentioned in or implied from this Participation Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Participation Agreement. This Participation Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Detroit Ammunition Company, LLC, you, and relying Buyers or Sellers.
c. Severability. If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
d. No Waiver. Detroit Ammunition Company, LLC will not be considered to have waived any of its rights or remedies described in this Participation Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by Detroit Ammunition Company, LLC in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Detroit Ammunition Company, LLC ‘s failure to enforce the strict performance of any provision of this Participation Agreement will not constitute a waiver of either party’s right to subsequently enforce such provision or any other provisions of this Participation Agreement.