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Seller Terms

TERMS OF LISTING

Introduction

The following information describes how our relationship works. When you register to sell items on the Apollo Black Limited (hereinafter referred to as IndieMakers) website, respond to enquiries, and list your product, intellectual property, or business for sale, negotiate and conclude a transaction via the IndieMakers system or in any way utilise any other services offered via the IndieMakers website, you are deemed to have read, understood, and agreed to these terms as unmodified by you. Should you not agree to these terms, do not continue to use the IndieMakers website.

These Terms and Conditions include the policies found at www.indiemaker.com/legal (collectively "the Terms"). Please make sure you read and understand these policies, which deal with various aspects of our relationship with you.

No sales representative, affiliate, dealer, agent, officer, or employee of IndieMakers has the authority to change or modify these Terms, except pursuant to an official revised version of these Terms, and you may not rely on any such change or modification. These Terms cannot be changed by you, and our activation or provision of any services to you does not indicate our acceptance of any changes made by you to our Terms.

Important clauses that limit our responsibility or involve some risk for you may be in bold. You must pay special attention to these clauses.

Definitions

  • Business Day means Monday to Friday, but excludes a day that is an official bank holiday in England and Wales.
  • Business Hours means the hours between 08h00 and 17h00 on a Business Day.
  • Data Protection Laws means all laws and regulations relating to data protection or personal privacy that apply in a relevant jurisdiction, including (without limitation and as applicable) Regulation (EU) 2016/679 (the GDPR) and any applicable national implementing laws as amended from time to time (including, in the United Kingdom, the Data Protection Act 2018 to the extent that it relates to processing of personal data and privacy).
  • Effective Date means the date on which you accepted the terms and conditions for a service or product, be that in writing or by way of electronic medium, for example by clicking "I agree" on a web page or via your mobile phone, including telephonic acceptance.
  • Fees means the Unlocking Fee, Subscription Fee, and Success Fee payable to IndieMakers.
  • GDPR means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
  • IndieMakers refers to Apollo Black Limited.
  • Intellectual Property Rights means all intellectual property, including patents, trade and service marks, trade names, rights in designs, copyrights, and trade secrets, whether registered or not, and includes applications for these rights.
  • Listing means any product, intellectual property, or business listed on our website for sale.
  • Marks means any trademarks, logos, brand names, domain names, or other marks of IndieMakers.
  • Personal Data has the meaning given in applicable Data Protection Laws.
  • Personal Data Breach means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored, or otherwise processed.
  • Unlocking Fee means a fee set out at Annexure A payable on an offer being made on a Listing.
  • Virus means anything or device that could impair the operation of any computer software, hardware, or network.

Conclusion of Agreement

You warrant that you have the contractual capacity to enter into this Agreement with us. If the Agreement is signed by a person acting in a representative capacity on your behalf, the signing party warrants that all information relating to the entity, partnership, association, or other person they represent is true, accurate, and complete. IndieMakers reserves the right to treat all misrepresentations by you as fraud, and you indemnify IndieMakers against any loss or damage sustained as a result of such misrepresentation.

Fees

You agree to pay the Fees to IndieMakers as set out in Annexure A hereto.

You agree not to attempt to take conversations with buyers "offline" to avoid IndieMakers Fees. Fees will still be levied on sales that are taken "offline" and will be invoiced accordingly. Such action will be deemed a material breach of this agreement.

Correctness of Information and Moderation

You warrant that all information you supply is correct and that you have the right to all Intellectual Property, including trademarks in names and logos. You undertake to ensure that all information is continuously updated and accurate.

You acknowledge that IndieMakers reserves the right not to list your Listing, as determined in their discretion.

De-listing

IndieMakers reserves the right to de-list you as a seller without notice, or refuse to take further Listings, where there is non-compliance with these Terms, or for any reason determined in their discretion. Reasons may include, but are not limited to, repeated failure to update your information on request, failure to respond to enquiries, or misrepresentation of your Listing.

In this regard, you indemnify IndieMakers from any and all damages you or IndieMakers may suffer.

User Name and Password

You will need a username and password to gain access to the service. Your username will be used throughout negotiations, but not on the conclusion of any sale.

You agree to:

  • Use your username and password for personal use only.
  • Maintain the confidentiality of your username and password.
  • Notify IndieMakers immediately if your password is compromised.

IndieMakers also offers a password reminder service. Passwords will be sent to your registered email or phone. You indemnify IndieMakers from any loss due to third-party access to your password.

Protection of Personal Information

Each party shall comply with applicable Data Protection Laws when processing Personal Data.

Service Delivery and Interruptions

IndieMakers provides services "as is" and "as available" and does not guarantee that services will always be available, secure, reliable, or free of errors or interruptions.

Support

We offer support Monday to Friday, 8:30 am to 5:00 pm. All support is on a best-efforts basis.

Payment Breach

Should you fail to pay any amount due, IndieMakers may take necessary steps to recover the amount, charge interest at 5% per annum, or terminate this agreement.

Breach

In the event of a breach, IndieMakers may:

  • Afford you an opportunity to remedy the breach.
  • Suspend access to the service.
  • Cancel all agreements concluded between us.
  • Claim immediate performance and/or payment of all obligations.

Warranties and Indemnity

You warrant the following:

  • You have the right to enter into this agreement.
  • You will comply with all applicable laws and regulations.
  • You have the right to use all Intellectual Property, and IndieMakers will not infringe third-party rights.
  • All information you provide is accurate and true.
  • You will not use the service for illegal activity or to cause harm.

You indemnify IndieMakers against all loss, damages, claims, and liability incurred as a result of your use of the service, failure to comply with these terms, or unavailability of the service.

Disclaimer and Limitation of Liability

To the extent permitted by law, IndieMakers shall not be liable for direct or indirect damages arising out of this agreement. If liability is determined, it will be limited to any Unlocking Fees.

General

  • Amendments

    IndieMakers reserves the right to amend this agreement. Amendments will be displayed on the website and will be effective no less than 30 days from publication.

  • Intellectual Property

    Nothing in this agreement transfers any intellectual property rights to either party.

  • Whole Agreement

    This agreement constitutes the sole agreement between the parties. No terms or promises not recorded herein shall bind the parties.

  • Waiver

    No relaxation or indulgence granted shall constitute a waiver of rights.

Notices

Notices will be deemed received when delivered by hand, post, or email.

Governing Law

This agreement is governed by the laws of England and Wales.

Jurisdiction

The courts of England and Wales have non-exclusive jurisdiction to settle any disputes.

Annexure A: Commission Payable

The following fees are payable:

  1. Unlocking Fee
  2. Subscription Fee
  3. Success Fee

All prices listed must be inclusive of applicable rates, levies, and taxes.