Terms Of Service
By completing, signing and submitting your application to open an account with us, you are agreeing to be bound by the following terms and conditions ("Terms of Service"). The services (the "Services") offered by The ME Mission LLC ("Dreamers") under this Terms of Service include various products and services to help you create and manage an online retail store (the "Online Services"). Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at www.dreamersmerchants.com. Dreamers reserves the right to update and change the Terms of Service by posting updates and changes to the Dreamers website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. You must read, agree with and accept all of the terms and conditions contained in this Terms of Service and Dreamers's Privacy Policy (which policy appears Dreamers's website) before you may open a Dreamers account and use any of the Services. Everyday language summaries on Dreamers' website are provided for convenience only and are not legally binding. This Terms of Service sets forth the terms of your obligations and rights. By signing and submitting your application to open a Dreamers' account you are agreeing to this Terms of Service. Be sure to occasionally check back for updates. 1. ACCOUNT TERMS 1.1 You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use the Services. 1.2 To access and use the Services, you must register for a Dreamers account ("Account") by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required or may be required by Dreamers in the future from time to time. Dreamers may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion. 1.3 You acknowledge that Dreamers will use the email address you provide as the primary method for communication and that such communications are not be secure and may be lost, intercepted, misused or altered. Dreamers is not liable for the loss, interception, misuse or alteration of email communications between you and Dreamers, including, without limitation, the interception of any confidential information contained in such communications. 1.4 You are responsible for keeping your password secure. Dreamers cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. 1.5 To ensure full operational efficiency and communication capability between your computer system and our Internet-based services and systems, you agree to maintain in good repair all computer hardware and software used in your computer system that are necessary to give you continuous access to the Internet with a form of high-speed connection. You agree to maintain security for the access and use of your computer system. All computer systems used by relating to the Services you must conform to specifications we develop. 1.6 You acknowledge and agree that we have the right to retrieve all data and information from your computer system which relate to the Services as we deem necessary. We maintain the rights to the data and information collected by our Internet-based services and systems. This information includes customer data, financial data, customer demographic information, customer purchasing data, business and financial records and reports, and all other information that we designate in writing. 1.7 You are responsible for all activity and content such as data, graphics, photos and links that is uploaded under your Dreamers Account ("Store Content"). You must not transmit any worms or viruses or any code of a destructive nature. 1.8 A breach or violation of any term in the Terms of Service as determined in the sole discretion of Dreamers will result in an immediate termination of your use of the Services and your Account.
2. ACCOUNT ACTIVATION 2.1 Subject to section 2.2, the person signing up for the Service will be the contracting party ("Account Owner") for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service. 2.2 If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service. Upon completion of sign up for the Service, Dreamers will create a Dreamers payment account ("Payment Account") on your behalf, using your email address. 2.3 You acknowledge that your Payment Account will be your default payments gateway and that it is your sole responsibility as the Account Owner to activate and maintain this account. If you do not wish to keep or maintain your Payment Account, it is your responsibility to deactivate it.
3. GENERAL CONDITIONS 3.1 You must read, agree with and accept all of the terms and conditions contained in this Terms of Service and the Privacy Policy before you may participate in the Dreamers program. 3.2 Technical support is only provided to paying Account holders and is only available via email. All Level 1 technical support relating to the Online Services for your store shall be directed to Dreamers. All Level 2 technical support and for those levels beyond Level 2 that relate to the Online Services for your store shall be directed to My Local Soul, LLC. We do not provide customer support for any products related to your Online Services. All customer support for such products, if any, shall be provided solely by the vendor supplying the product(s) relating to your Online Services. 3.3 The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of Tennessee, USA, without application of principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in Memphis, Shelby County, Tennessee with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Terms of Service and is hereby expressly excluded. YOU HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS TERMS OF SERVICE OR ANY OTHER DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TERMS OF SERIVCE OR IN ANY WAY RELATING TO THIS THIS TERMS OF SERIVCE (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS TERMS OF SERIVCE, AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS TERMS OF SERVICE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR YOU TO ACCEPT THIS TERMS OF SERIVCE. If any legal action or other proceeding is brought by Dreamers for the enforcement of this Terms of Service, or because of any alleged dispute, breach, default or misrepresentation in connection with any provisions of this Terms of Service and such action is successful, Dreamers shall be entitled to recover reasonable attorney's fees, court costs and all reasonable expenses, even if not taxable or assessable as court costs (including all such fees, costs and expenses incident to appeal) incurred in that action or proceeding in addition to any other relief to which Dreamers may be entitled. 3.4 You acknowledge and agree that Dreamers may amend this Terms of Service at any time by posting the relevant amended and restated Terms of Service on Dreamers's website, available at www.dreamersmerchants.com and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Dreamers's website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service. 3.5 You may not use any of the Services for any illegal or unauthorized purpose nor may you, in the use of any Service, violate any laws in your jurisdiction (including but not limited to copyright laws). 3.6 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Dreamers. 3.7 You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Dreamers or Dreamers trademarks and/or variations and misspellings thereof. 3.8 Questions about the Terms of Service should be sent to diane.grover48@gmail.com. 3.9 You understand that your Store Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks. 3.10 You acknowledge and agree that your use of the Services, including information transmitted to or stored by Dreamers, is governed by its Privacy Policy (which policy appears on Dreamers's website). 3.11 You understand and agree that nothing in this Terms of Service shall be deemed or constructed as creating a joint venture, partnership, subsidiary, affiliate, franchise, business opportunity, agency relationship or fiduciary relationship between you and Dreamers. Neither you nor Dreamers will have any right, power or authority to act or create an obligation, express or implied, on behalf of the other. 3.12 You understand and agree that Dreamers shall not be liable for any delay or inability to perform any of the Services due to any reasons beyond its control, including, without limitation, labor disputes, fire, unusually severe weather, embargoes, floods, acts of God, acts of any public authority or sovereign government, delays or defaults caused by public carriers, shortages or any statute(s), regulation(s) or rule(s) of the federal, any state and/or any local government(s), now or hereafter in force. In the event of such delay, the time for performance shall be extended for a period of time equal to the length of delay encountered by Dreamers. 3.13 You agree that you shall not make any misrepresentations with regard to the Services, including any of the products of vendors approved by Dreamers, or make any warranties contrary to this Terms of Service. You agree to not use material for your Store Content and Account that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or objectionable or that violates, or is inconsistent with, the policies of Dreamers. You recognize the value of the goodwill associated with the Services and the Dreamers IP (hereafter defined), and acknowledge that all right, title, and interest in and to such goodwill belongs exclusively to us. You agree not to make any statements or take any action, or refrain from taking any action where doing so may have a negative impact on the goodwill associated with Dreamers, the Services and the Dreamers IP. 3.14 You agree that all sales from your online store to your customers shall be made within the United States. 3.15 You agree to comply with all application federal, state and local laws, ordinances, decrees, regulations and other requirements of any and all federal, state, local and other governmental authorities. Without limiting the foregoing, you agree to obtain and maintain all valid business license(s) from all jurisdictions applicable to your business operations and shall provide a copy of such license(s) to us. 3.16 You agree that you will deal exclusively with us (which includes only using our Internet- based services and systems) with regard to any products that are or may be offered in the future by any of our Approved Vendors (hereinafter defined). This restriction includes any potential business related thereto brought to your attention by us. You understand and agree that you will not enter any agreements or transactions with our Approved Vendors which utilizes any portion of the Services or which circumvents our ability to become a party to such transaction.
4. DREAMERS RIGHTS AND REMEDIES 4.1 We reserve the right to modify or terminate your Account and the Services related thereto for any reason, without notice at any time. 4.2 We reserve the right to refuse service to anyone for any reason at any time. 4.3 We may, but have no obligation to, remove Store Content and Accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or this Terms of Service. 4.4 Verbal or written abuse of any kind (including threats of abuse or retribution) of any Dreamers customer, Dreamers employee, member, or officer will result in immediate Account termination and termination of all Services related thereto. 4.5 Dreamers does not pre-screen Store Content and it is in our sole discretion to refuse or remove any Store Content at any time. 4.6 We reserve the right to provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Dreamers employees and contractors may also be Dreamers customers/merchants and that they may compete with you, although they may not use your confidential information in doing so. 4.7 In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc. Dreamers retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Dreamers reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties. 4.8 You agree that Dreamers will be irreparably injured by any breach of this Terms of Service and that Dreamers shall be entitled to equitable relief, including injunctive relief, specific performance and the reimbursement of all legal expenses, in the event of any breach of the provisions of this Terms of Service. Such remedies shall be in addition to all other remedies available to Dreamers, whether at law or in equity. No failure or delay by Dreamers in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any future exercise of any rights or privileges hereunder. The remedies provided in this Terms of Service shall be cumulative and shall not preclude Dreamers from asserting any other right, or seeking any other remedies, against you.
5. LIMITATION OF LIABILITY 5.1 You expressly understand and agree that Dreamers shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use any of the Services. 5.2 In no event shall Dreamers or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or this Terms of Service (however arising including negligence). 5.3 You agree to indemnify, defend and hold us and (as applicable) our parent, subsidiaries, affiliates, Dreamers partners, officers, directors, attorneys, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Terms of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third party. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND WARRANTIES FOR FITNESS OF A PARTICULAR PURPOSE. DREAMERS DOES NOT WARRANT THAT THE RENDERING OF ANY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. DREAMERS DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ANY OF THE SERVICES WILL BE ACCURATE OR RELIABLE. DREAMERS DOES NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. FURTHERMORE, IN NO EVENT SHALL DREAMER'S TOTAL AGGREGATE LIABILITY TO YOU UNDER ANY PROVISION OF THIS TERMS OF SERVICE EXCEED THE TOTAL AMOUNTS PAID BY YOU TO DREAMERS FOR THE SERVICES RELATED TO THE CLAIM.
6. WAIVER AND COMPLETE AGREEMENT 6.1 The failure of Dreamers to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. 6.2 The Terms of Service constitutes the entire agreement between you and Dreamers and govern your use of the Services, superseding any prior agreements between you and Dreamers (including, but not limited to, any prior versions of the Terms of Service).
7. INTELLECTUAL PROPERTY AND CUSTOMER CONTENT 7.1 Dreamers owns or has the right to use in the provision of the services governed by this Terms of Service, all of the intellectual property rights relating to the Dreamers' website, all underlying code and all content other than materials that you upload (the “Dreamers IP”). You acknowledge and agree that (i) you are not granted any ownership interest in the Dreamers IP; (ii) you are given a non- exclusive, non-transferable license to use the Dreamers IP; (iii) and you will use the Dreamers IP solely for the purposes contemplated by this Terms of Service in accordance with its terms and conditions. 7.2 Dreamers does not claim any intellectual property rights over the Store Content material you provide that relate to the Services. All Store Content remains yours. You can remove your Dreamers store at any time by terminating your Account pursuant to Section 11 below. 7.3 By uploading Store Content, you agree: (i) to allow other Internet users to view your Store Content; (ii) to allow Dreamers to display and store your Store Content; and (iii) that Dreamers can, at any time, review all the Store Content and approve or remove such Store Content in its sole discretion. 7.4 You retain ownership over all Store Content that you upload to your online store; however, by making your online store public, you agree to allow others to view your Store Content. 7.5 You are responsible for compliance of Store Content with any applicable federal, state and local laws or regulations and agree that none of your Store Content infringes upon the rights of any third party or results in a default or breach of any agreement (written or oral) that you are a party to with any third party. 7.6 We will not disclose your confidential information to third parties, except as required in the course of providing our Services. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (i) was in the public domain at the time we received it; (ii) comes into the public domain after we received it through no fault of ours; (iii) we received from someone other than you without breach of our or their confidentiality obligations; or (iv) we are required by law to disclose. 7.7 Your right to access the Dreamers website and utilize the Dreamers IP is expressly limited to the terms and conditions set forth in this Terms of Service. All other rights are reserved by Dreamers and its licensors. Except as contemplated by this Terms of Service, you agree not to directly or indirectly attempt to access, access, copy, or modify the Dreamers IP or otherwise create any works that are derived from all or part of the Dreamers IP.
8. THEME STORE 8.1 You may establish the appearance of your Dreamers store with a design template from Dreamers's theme store ("a Theme"). If you download a Theme, you are licensed to use it for a single store only. Multiple stores require multiple downloads and each download is subject to the applicable fee. Dreamers gives no assurance that a particular Theme will remain available for additional downloads. 8.2 You may modify the Theme to suit your store. Dreamers may add or modify any footer that refers to Dreamers at its discretion. Dreamers may modify the Theme where it contains, in our sole discretion, an element that may be unlawful, offensive, threatening, defamatory, pornographic, obscene, or otherwise objectionable, or that violates any person's intellectual property, even if you received the Theme in that condition. Dreamers may modify the Theme to reflect technical changes and updates as required. 8.3 The intellectual property rights of the Theme remain the property of its designer. If you exceed the rights granted by your purchase of a Theme, the designer may take legal action against you, and Dreamers may take administrative action such as modifying your store or closing your store. 8.4 Technical support for a Theme is the responsibility of the designer, and Dreamers accepts no responsibility to provide such support. Dreamers may be able to help you contact the designer. 8.5 It is the responsibility of the user, and not Dreamers, to ensure that the installation of a new Theme does not overwrite or damage the current or preexisting Theme, or UI, of the user.
9. DREAMERS SOURCING 9.1 Dreamers sourcing is an online catalog of products available through Dreamers and its approved vendors ("Approved Vendors"). You may pick and choose your store's product mix from Dreamers Sourcing, or you may add your own. 9.2 Under no circumstances shall Dreamers be liable for any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages that result from any contractual relationship between you and Approved Vendors. These limitations shall apply even if Dreamers has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by law.
10. PAYMENT OF FEES 10.1 You hereby authorize Dreamers to initiate debit entries against your bank account for payment of Dreamers fees associated with your use of the Services. You agree to be responsible for all costs or charges relating to the handing of debit entries related to the payment of Dreamers fees. 10.2 All fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future ("Taxes"). You acknowledge and agree that you will be solely responsible for the collection and payment of any and all federal, state and local Taxes applicable to you and your business operations. Dreamers shall not have any obligations for the collection or payment of such taxes. You agree to indemnify, defend and hold us and (as applicable) our parent, subsidiaries, affiliates, Dreamers partners, officers, directors, attorneys, agent and employees harmless from any claim or demand, including reasonable attorney's fees, relating to your obligations to collect and pay Taxes applicable to you and your business operations whether arising out of this Terms of Service or not. 10.3 Dreamers does not provide refunds.
11. CANCELLATION AND TERMINATION 11.1 You may cancel your Account at anytime by emailing diane.grover48@gmail.com and then following the specific instructions indicated to you in Dreamers's response. 11.2 We reserve the right to modify or terminate any Service or your Account for any reason, without notice at any time. Without limiting any other remedies, Dreamers may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the transactions contemplated by this Terms of Service. 11.3 Upon termination of the Services by either party for any reason: (a) Dreamers will cease providing you with the Services and you will no longer be able to access your Account; (b) unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any fees, pro rata or otherwise;(c) any outstanding balance owed to Dreamers for your use of the Services through the effective date of such termination will immediately become due and payable in full; and (d) your store website will be taken offline. 11.4 If at the date of termination of the Service, there are any outstanding fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
12. MODIFICATIONS TO THE SERVICE AND PRICES 12.1 Prices for using the Services are subject to change upon 30 days notice from Dreamers. Such notice may be provided at any time by posting the changes to the Dreamers website or the administration menu of your Dreamers store via an announcement. 12.2 Dreamers reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice. 12.3 Dreamers shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of any of the Services.
13. OPTIONAL TOOLS 13.1 Dreamers may provide you with access to third party tools over which Dreamers neither monitors nor has any control or input. 13.2 You acknowledge and agree that Dreamers provides access to such tools "as is", "as available" and "with all faults" basis without any warranties, representations or conditions of any kind, including, but not limited to warranties of merchantability and warranties for fitness of a particular purpose, and without any endorsement. Dreamers shall have no liability whatsoever arising from or relating to your use of optional third party tools. 13.3 Any use by you of optional tools offered through the Dreamers website is entirely at your own risk and discretion and you should ensure that you are familiar with and approve the terms on which tools are provided by the relevant third party provider(s).
14. DMCA NOTICE AND TAKEDOWN PROCEDURE 14.1 Dreamers supports the protection of intellectual property and asks you to do the same. It's our policy to respond to all notices of alleged copyright infringement. If someone believes that you are infringing their intellectual property rights, they can send a The Digital Millennium Copyright Act ("DMCA") Notice to Dreamers's designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the material claimed to be a copyright infringement. Once provided with a notice of takedown, you can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material. For more information, see our DMCA Notice and Takedown Procedure.
