Terms of Service
This Agreement includes Disclaimers and a Limitation of Liability that limit Levanta’s liability. With very limited exceptions, disputes between you and Levanta must be resolved by binding arbitration and not in court.
Last Update: June 2, 2025
Previous Version: January 14, 2025
Welcome
Levanta.io Inc. and its affiliated entities (“Levanta”, “we”, “us”, “our”) provide an online partner marketing platform to facilitate more efficient and productive relationships between Sellers and Creators in marketplaces (“Marketplaces”) like Amazon (the Levanta “Platform”).
This is a binding agreement between Levanta and both you and the entity you represent, if applicable (collectively “you”). These Terms of Service (the “Agreement”) govern your access and use of the Platform and any other products or services provided by Levanta through the Platform. The Levanta Privacy Policy at https://levanta.io/privacy-policy/ explains how we use Your Data, Your Content and any personal data we collect through the Platform.
Before using the Platform, please read this entire agreement carefully. If you do not agree to the terms of this Agreement, you must stop using the Platform immediately. If you access or use the Platform in any way, you agree that you: (i) have read and understand this Agreement; (ii) have the authority to bind yourself and any entity you represent; (iii) accept this Agreement; and (iv) will not use the Platform in a manner that violates any Marketplace rules, terms, or agreements that apply to you.
You acknowledge and accept that Levanta cannot prevent Marketplaces from modifying their rules, terms, or agreements that apply to you. If any marketplace modification is unacceptable to you, your only recourse is to cease participating in Affiliate Programs through that Marketplace orterminate this Agreement in accordance with the Termination & Suspension process below. Your continued use of the Platform following such modification(s) will constitute acceptance of them.
What’s the Platform?
The Platform allows Sellers and Creators to discover one another and formalize relationships under Sellers’ Affiliate Programs (as defined below). “Sellers” are businesses seeking to partner directly with Creators for Creators to promote Sellers’ Marketplace listings. Publishers, influencers and creators (collectively, “Creators”) seek to partner directly with Sellers to promote Sellers’ Marketplace listings. The Platform can be used to track and pay commissionable amounts, as determined by Sellers and Creators under an Affiliate Program Agreement (as defined below).
Business Use Only
Levanta may only be used for business purposes and in business-to-business (B2B) transactions. If you are a Creator, you may use Levanta in your individual capacity only as the sole proprietor of your business. Levanta is not available to consumers, or to persons using the Platform primarily for personal, family, or household purposes.
Levanta’s direct competitors are prohibited from accessing or using the Platform, except with Levanta’s prior written consent. In addition, the Platform may not be accessed for any other benchmarking or competitive purposes.
Contact Us
You may contact us regarding the Platform or this Agreement at: https://levanta.io/contact-us/.
Changes to this Agreement and the Platform
This Agreement is effective as of the Last Update date above. We may update this Agreement from time to time as the Platform evolves, by updating the Last Update date. We will also notify the email address in your User ID no less than 30 days before any updated version goes into effect. Material changes will not apply to you until the later of:
- 30 days after the updated version is posted or we notify you regarding the update; and
- If you use Levanta under an Order Form, when your Order Form renews.
Please check this Agreement periodically to ensure you are aware of any updates. Continuing to use the Platform after the Last Update becomes applicable to you constitutes your acceptance of the current Agreement.
Notwithstanding the foregoing, Levanta may, at any time and in its sole discretion, without prior notice, and without any liability to any User, modify or discontinue any portion of the Platform, either temporarily or permanently.
Registration
Accounts & User IDs
You must be 18 years of age or older to create a User ID and access the Platform. To access the Platform, you must create a unique account (each, a “User ID”). Levanta does not use passwords. You may connect via a supported third-party login, like a Google or Microsoft account, or we will send a one-time access authentication link to the email address associated with your User ID each time you sign in to access the Platform.
Seller User IDs are linked to the Marketplace account(s) you authorize the Platform to access. If you administrate more than one Marketplace seller ID or advertiser ID, your Seller User ID can be used to administrate some or all of them (each, a “Brand”), as permitted by an Order Form.
You are responsible for all acts, omissions and content creation carried out under your User ID, and Levanta will consider all acts, omissions and content on the Platform under your User ID as authorized by you.
Termination & Suspension
You may use the Platform indefinitely or, where applicable, for the period provided in your Order Form, unless your use is suspended or terminated as provided in this Agreement or the applicable Order Form. This Agreement may be terminated as follows:
- Your closure: Unless an Order Form governs your use of the Platform, you may cancel and close any User ID you control following the instructions provided on the Platform, as described at https://knowledge.levanta.io/cancellation-for-standard-users.
- Nonpayment of Levanta Fees: Levanta may suspend your access to the Platform or terminate your User ID, effective on written notice to you, if you fail to pay any amount when due hereunder, and such failure continues for more than ten (10) days after Levanta’s delivery of written notice. Overdue amounts accrue late fees of 2% per month.
- Material breach: You or Levanta may terminate this Agreement (as between you and Levanta) effective on written notice, if the other party materially breaches this Agreement, and, where curable, the breach remains uncured after thirty (30) days.
- Insolvency. This Agreement will terminate with immediate effect if you:
- become insolvent or are generally unable to pay, or fail to pay, your debts as they become due;
- petition for or become subject to any bankruptcy or insolvency proceeding, whether voluntary or involuntary, foreign or domestic;
- make or seek to make a general assignment for the benefit of creditors; or
- come under the control of a receiver, trustee, custodian, or similar agent by order of any court of competent jurisdiction to administrate or sell any material portion of your property or business.
Payment obligations accruing prior to any termination, or expiration of your Order Form, will remain due and payable in accordance with this Agreement. The rights and obligations under Levanta Fees and Payment, Affiliate Program Payments, Permitted Use, Liability, Dispute Resolution, General Provisions and this Termination & Suspension section (along with any other provision necessary to effect any of the foregoing) survive any suspension, termination or expiration of this Agreement or your use of the Platform.
Notwithstanding the foregoing, if you violate this Agreement (such as the Non-Payment provision below) or engage in any Prohibited Use, Levanta may temporarily or indefinitely suspend or disable any applicable User ID.
Platform Services
Levanta provides the Platform and services described in this Agreement, including simplifying relationships and facilitating payments among Sellers and Creators, displaying and normalizing attribution data from Data Sources, streamlining tax reporting, and hosting and maintaining the Platform.
Consistent with our Privacy Policy, Levanta may also offer discovery and directory features, like “Discover Creators”, to facilitate the formation of new affiliate relationships. Sellers are not permitted to use information provided through Levanta’s discovery and directory features outside of use on and through the Platform. You agree that Levanta is not responsible for any off-Platform use of such information, and you acknowledge that off-Platform use of such information may violate privacy law.
We may change or discontinue any aspect, service or feature of the Platform at any time, in our sole discretion.
Affiliate Programs
The Platform displays information about affiliate programs offered by Sellers and Marketplaces (each, an “Affiliate Program”) which may include a description of the Affiliate Program, payment terms, commission schedules, and other relevant information. Sellers and Marketplaces may require Creators to enter into a separate agreement governing Creator’s participation in their Affiliate Program (each, an “Affiliate Program Agreement”). Sellers are responsible for writing and maintaining the Affiliate Program’s description and Affiliate Program Agreement. Creators’ eligibility, participation in and commissions under Marketplace Affiliate Programs are subject to the applicable Marketplace Affiliate Program Agreement -- for instance, see the Walmart Operating Agreement here.
Creators who wish to participate in an Affiliate Program will communicate through the Platform with the Seller offering the Affiliate Program. Creators are solely responsible for reviewing and complying with any Affiliate Program Agreement they enter into.
Levanta Inc. is not and will never be a party to any Affiliate Program Agreement. Levanta has no liability, responsibility, or obligation relating to any such agreement. And Levanta cannot compel a Seller or Creator to perform its obligations under an Affiliate Program Agreement.
By using the Platform, you acknowledge and agree that you, and not Levanta, are solely responsible for (i) evaluating and determining suitable Sellers, Creators, Affiliate Programs and Affiliate Program Agreements; (ii) creating, reviewing, negotiating, modifying and agreeing to Affiliate Program Agreements; (iii) verifying any information about another user; and (iv) adhering to and monitoring performance under your Affiliate Program Agreements.
For clarity, Sellers are responsible for the terms of their Affiliate Program Agreements. Sellers may, in their discretion, develop their Affiliate Programs and Affiliate Program Agreements using materials made available through the Platform, such as suggested language, templates and FAQ disclosures. The use of materials from Levanta is entirely optional, solely within the discretion of the Seller. For clarity, a Seller’s use of materials made available through the Platform to draft or revise any Affiliate Program Agreement, does not create any Levanta responsibility, obligation, duty or liability to you. Levanta Inc. is never a party to or beneficiary under any Affiliate Program Agreement.
Attribution Data
Levanta displays attribution data, including clicks, conversions, and sales from Marketplace APIs and Marketplace Affiliate Programs (“Data Sources”), like the Amazon Attribution API and the Walmart Affiliate Program (“Attribution Data”). Commissions are calculated based on this Attribution Data and, for Seller Affiliate Programs, the commission values agreed upon by the Seller and Creator through the Platform. At times, Data Sources may record refunds, chargebacks, or other events that change previously recorded conversions and sales. In these cases, commission amounts will be adjusted to reflect the latest Attribution Data from the respective Data Source.
Levanta is not responsible for errors in commission calculations caused by inaccurate or incomplete Attribution Data. It is the responsibility of Seller and Creator to identify any such errors in Attribution Data and seek to remedy them with the Marketplace directly. If, as a result, the Marketplace changes previously recorded conversions and sales, commission amounts will be adjusted as described above. For more information, please see our Knowledge Hub.
Sellers may also have the opportunity to connect the Platform to additional Data Sources for enriched and augmented data, including Amazon’s Selling Partner API. In most cases, Sellers must grant the Platform access to each Data Source independently.
Amazon Selling Partner API
Please note that Levanta does not collect or have access to Amazon Selling Partner API data, unless you (i) expressly authorize role-based permissions for the Platform to access Selling Partner API through your Amazon account, and (ii) provide a Selling Partner authorization token generated via your Amazon account to the Platform.
To learn more, review the Amazon Selling Partner API documentation. For more information on Amazon’s Selling Partner API and other integratable Marketplace APIs, please see our Knowledge Hub.
Amazon Creator Connections Integration
Levanta’s Amazon Creator Connections integration allows you to discover and engage Creators across both the Amazon Attribution and Creator Connections programs, manage those Affiliate Agreements through the Platform, and manage Amazon Attributions and Creator Connections programs through a unified analytics dashboard. As with the Amazon Selling Partner API, Levanta does not have access to your Creator Connections data unless you grant us that access.
To integrate Creator Connections activity, you must grant and maintain Levanta’s access to Creator Connections through Amazon Seller Central User Permissions. To learn more, review the Amazon Creator Connections documentation. And for further information, see our Knowledge Hub.
Third Party Websites & Materials
The Platform may provide embed, integrate, connect or link to third party services, data, content, products and software (collectively, “Outside Materials”). Levanta makes no warranties in relation to, nor does it endorse or otherwise guarantee the information contained in, Outside Materials or their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. Data and content provided and made available by Outside Materials is provided for your convenience but is not under Levanta's control.
Outside Materials are controlled by the third-party provider, not Levanta, and may be subject to additional legal terms (“Outside Terms”) made available by the third-party. Your acceptance of any Outside Terms may create an agreement between you and the third party. Levanta is not a party to Outside Terms.
Levanta does not warrant or accept any liability or obligation to you or any other user with respect to Outside Materials, and you acknowledge and agree that we are not responsible for, and disclaim all liability for such Outside Materials and any act or omission of any provider of Outside Materials.
Levanta Fees and Payment
Fees
Levanta charges fees to Sellers set forth in your Order Form or, if no Order Form applies, as described on Levanta’s Pricing page (the “Platform Fees”). By using the Platform, you agree to pay all Platform Fees. Subject to applicable law and any Order Form, Levanta reserves the right to adjust its pricing and fees at any time.
Payments to Levanta
For information on Levanta’s invoicing process, please see our Knowledge Hub article on Payments.
To use the Platform, each Seller must provide and maintain on file under its User ID information for at least one valid Payment Method. “Payment Method” means a valid credit card issued by a bank acceptable to Levanta, a bank account linked to Seller’s User ID, a debit card, or such other method of payment as Levanta may accept from time to time in its sole discretion.
You authorize Levanta, as applicable, to run credit card authorizations on all credit cards provided by you, to store credit card and banking or other financial details as your Payment Method, and to charge your Payment Method for amounts owed as set forth in this Agreement. By providing Payment Method information, you represent that: (i) you are legally authorized to provide such information; (ii) you are legally authorized to make payments using the Payment Method(s); and (iii) such actions do not violate the terms and conditions applicable to your use of such Payment Method(s) or applicable law.
Non-Payment
If you fail to pay any Platform Fees, commissions, or any other amounts when due, whether to Levanta or to any other Platform user, Levanta may, without notice, (i) temporarily suspend or permanently revoke your access to the Platform, (ii) charge all or a portion of any amount of Platform Fees, commissions, or any other amounts due and owing to any Payment Method on file for you, and (iii) pursue any other remedies that may be available under applicable law or the terms of this Agreement.
In addition, Levanta may make appropriate reports to credit reporting agencies and law enforcement authorities and cooperate with such agencies and authorities in any investigation or prosecution. Furthermore, while Levanta may pursue remedies for non-payment under this Agreement and as may be available under applicable law, it is not obligated to take any such specific actions, and its decision not to pursue any one or more remedies will not constitute a breach of this Agreement.
Notwithstanding the temporary suspension or permanent revocation of your access to the Platform due to non-payment, you will remain responsible for any amounts that accrue on any open projects at the time a limitation is put on your User ID.
For the avoidance of doubt, Levanta does not guarantee that any Seller is able to pay or will pay commissions and is not responsible for non-payment by any Seller.
Affiliate Program Payments
Commissions
Seller and Marketplace Affiliate Programs may provide for the payment of commissions or rewards to Creators (collectively, “commissions”). While the Platform may, in most cases, be used to facilitate payment of such commissions between Sellers and Creators, Levanta’s role is solely to facilitate such payments by supplying to our Payment Provider(s) (defined below) the commissions owed based on Attribution Data, as described in more detail under Payment Processing below and Attribution Data above.
Payment timelines for commissions may vary based on the Affiliate Programs you participate in. Payment timelines will be displayed in platform.
In some instances, commission payment cannot be facilitated by Levanta’s Payment Providers. For instance, if an Affiliate Program is conducted using Amazon Creator Connections, the resulting Creator commissions must be paid through Amazon.
Where Affiliate Program commissions are payable through Levanta, the Platform pays Creators the commission amounts the applicable Seller or Marketplace pays through Levanta’s Payment Providers.
You agree and acknowledge that Levanta cannot resolve any payment disputes among users and that any such disputes must be resolved directly among the affected users.
Payment Processing
Payment processing services for the Platform are provided by third party payment processors (any, a “Payment Provider”). As of the Last Update, Stripe, Inc. is Levanta’s Payment Provider.
All payments facilitated by the Platform are processed by the Payment Provider, which may require that you enter a separate agreement with the Payment Provider. Levanta is not a party to your agreements with any Payment Provider, and will have no liability, responsibility or obligation under such agreements. It is your responsibility to keep any information you provide to Payment Providers pursuant to this Agreement up-to-date, and Levanta has no responsibility for incorrect or delayed payments.
Transaction Fees on Commission Payments
Commission payments made using credit cards accrue transaction fees. Except as otherwise provided in this Agreement, Sellers are solely responsible for any credit card fees charged to Levanta by the Payment Provider in connection with any payment Sellers make to Creators through the Platform. These credit card fees are listed on the Payment Provider’s website and may be amended from time to time in the Payment Provider’s sole discretion. After an invoice has been paid with a credit card, the associated credit card fees incurred by Levanta will be automatically billed in a separate payment. Any transaction fees associated with bank debits or transfers will be covered by the Platform.
Payments must be effected with U.S. Dollars and currency-conversion fees may be assessed by Payment Providers if a party elects to send or receive the payment in another currency. If a Creator elects to be paid in currency other than the U.S. Dollar, then the Creator is responsible for any fees needed to receive payment in the chosen currency. If Creator does not elect to be paid in a currency other than the U.S. Dollar but a Seller nevertheless elects to pay in a currency other than the U.S. Dollar, then the Seller is responsible for any conversion fees needed to send the payment in U.S. Dollars.
Permitted Use
Levanta fosters a trusted environment to: (i) build, operate, and market Affiliate Programs; (ii) discover and participate in Affiliate Programs; and (iii) communicate with others about Affiliate Programs (collectively the “Permitted Use”). You agree to communicate honestly and provide true, complete, and accurate information through the Platform, always in a manner consistent with the Permitted Use.
For clarity, a nonexhaustive description of Prohibited Uses follows below. Please contact us if you have any doubt about permitted behavior. Any use of the Platform that is inconsistent with the Permitted Use may lead to the suspension or deletion of your User ID.
When you use the Platform, you will have access to: (i) content that we provide on and through our Platform (“Our Content”), (ii) content that you supply, provide or upload while using our Platform (“Your Content”), and (iii) data that you provide through your User ID or we collect from your use of the Platform, such as Attribution Data (“Your Data”). You agree that you have all appropriate rights to provide Your Content and Your Data to and through the Platform and to permit its use in accordance with this Agreement.
Our Content; Ownership of Platform
Levanta owns all right, title and interest in the Platform and all intellectual property, information, material, or content provided by Levanta related to the Platform or contained within the Platform, and any update, adaptation, translation, customization or derivative work of that intellectual property, information, material, or content, which will remain with Levanta and its licensors. Our Content includes any nonpublic information the Platform makes available. For clarity, except for Your Data and Your Content, any text, content, graphics, user interfaces, trademarks, logos, sounds, artwork, images, and other intellectual property appearing on our Platform is owned, controlled or licensed by us and protected by copyright, trademark and other intellectual property law rights.
Levanta expressly reserves all rights, title, and interest in and to the Platform and Our Content. You obtain no ownership or proprietary rights in the Platform by virtue of your use.
Non-Circumvention
You are only permitted to use Our Content and the Platform for the purposes described in this Agreement. You are not, for example, allowed to use Our Content to circumvent or compete with our business. You may not use the Platform’s Seller and Creator discovery, directory or index features, or the contents thereof, to solicit, induce or engage any party described therein to use any other service for any function substantially similar to those provided through the Platform. You may not take any action intended to circumvent Platform Fees or interfere with the operation of Platform services.
How We Use Your Data and Your Content
Primarily, we use Your Content and Your Data to provide our services to both Creators and Sellers. For instance, the Platform maintains information on the users who are party to Affiliate Program Agreements, what payments were made when, the amounts of payments still owed, and other data necessary to enable fair and transparent treatment of Creators and Sellers.
Levanta has the right (but not the obligation) to remove Your Content in its sole discretion. Please do not supply, provide or upload any unnecessary or sensitive personal information to the Platform. Your Content, including communications made by or to you through the Platform, are not considered confidential. Levanta cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform.
Your Data, as collected by Levanta through the Data Sources, does not include any consumer or personal data. In general, the only personal data the Platform receives and processes is any provided in your User ID.
If you permission the Platform to access your Amazon Selling Partner API data, Your Data will encompass any consumer level data available to and processed by the Platform (as a “Public Application”). The data available to the Platform, and Levanta (as a “Public Developer”), is a function of the ‘role’ you designate for the Platform in your Amazon Selling Partner API configuration, as embodied in the permission token you provide to the Platform. For more, review Amazon’s Selling Partner API documentation.
You grant Levanta a perpetual, irrevocable, royalty-free, fully paid-up, and worldwide license to access, collect, store, disclose, deidentify and use Your Content and Your Data, solely as described in this Agreement and the Levanta Privacy Policy. We may deidentify Your Data and use aggregate deidentified data for the purpose of providing and improving the Platform and related services, subject to the Levanta Privacy Policy and applicable law.
For more information, review the Levanta Privacy Policy and our Knowledge Hub materials which describe certain current practices with more specificity.
Prohibited Use
You will not engage in any of the following on the Platform (collectively, the “Prohibited Use”): (a) “frame”, “mirror” or otherwise incorporate the Platform or any part of the Platform on any commercial or non-commercial website; (b) access, monitor or copy any part of the Platform using any robot, spider, scraper or other automated means or any manual process; (c) violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (d) take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform; (e) deep-link to any portion of the Platform for any purpose; (f) use, reproduce or remove any watermarks, labels or other legal or proprietary notices within the Platform; (g) modify or attempt to modify the Platform (including, but not limited to, through the use of cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software), including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform; (h) use the Platform as part of any service for sharing, lending or multi-person use; (i) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform; (j) download, display, copy, reproduce, modify, distribute, transfer, offer for sale, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform; (k) create adaptations, translations, or derivative works based on the Platform, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Platform; (l) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; (m) use or access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; (n) upload to or transmit through the Platform any information, images, text, data, media or other content that is, in the sole judgment of Levanta, offensive, hateful, obscene, defamatory or that violates any laws; (o) use the Platform in any manner that violates any Marketplace rules, terms, or agreements that apply to you; or (p) access or use the Platform in any way not expressly permitted by this Agreement.
You must promptly notify Levanta of any known or suspected activity within or through your User ID which is or may be a Prohibited Use. We may investigate and take any action we deem appropriate if we believe that you have violated this Agreement, misused our Platform, or behaved in a way that we regard as inappropriate or unlawful, on or off our Platform.
Representations & Warranties
In addition to representations and warranties made elsewhere in this Agreement, you represent and warrant that: (i) you have the full right and authority to enter into, execute, and perform its obligations and grant the licenses specified in this Agreement; (ii) the information you provide to Levanta, the Platform and any other user will be true, honest and accurate; (iii) you will act in full compliance with all applicable laws and regulations; (iv) you have entered or will enter into a valid and enforceable agreement with each Seller or Creator; and (v) no other contract, agreement, undertaking or obligation prevents or restricts your ability to comply with this Agreement.
Levanta represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations and grant the licenses specified in this Agreement.
Liability
Disclaimers
USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LEVANTA DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS. LEVANTA DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT THE PLATFORM IS OR WILL BE ERROR-FREE, UNINTERRUPTED, FREE OF VIRUSES OR THAT ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. LEVANTA IS AND WILL NOT BE RESPONSIBLE OR LIABLE FOR (i) THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANYONE ELSE (INCLUDING PAYMENT PROVIDERS, MARKETPLACES, CREATORS OR SELLERS), (ii) ANY AFFILIATE PROGRAM, AFFILIATE PROGRAM AGREEMENT OR OTHER OFFERING OF LEVANTA’S USERS OR OUTSIDE PROVIDERS; AND (iii) ANY PRODUCTS MADE AVAILABLE THROUGH THE PLATFORM (INCLUDING GOODS A SELLER OR CREATOR RECEIVES FROM A MARKETPLACE OR ANOTHER LEVANTA USER, SUCH AS SAMPLE GOODS OR REWARD PURCHASES).
Limitation of Liability
Except for Indemnification obligations, Platform Fees, and any breach by you of any of Levanta’s intellectual property rights (described under Our Content; Ownership of Platform), to the fullest extent allowed by applicable law:
(i) IN NO EVENT WILL EITHER PARTY OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE—WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY—FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOSS OF USE OR LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, WHETHER OR NOT THE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; and
(ii) IN NO EVENT AND REGARDLESS OF THE THEORY OF RECOVERY WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY (INCLUDING ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS) IN CONNECTION WITH YOUR USE OF THE PLATFORM OR YOUR RELATIONSHIP WITH LEVANTA EXCEED THE GREATER OF (a) THE AMOUNT OF FEES ACTUALLY PAID (EXCLUDING CREATOR COMMISSIONS) TO LEVANTA BY YOU DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY, and (b) $1,000.
Indemnification
Levanta will defend and indemnify you from and against any liabilities, claims, demands, recoveries, losses, damages, fines, penalties or other costs or expenses (such as reasonable legal fees), arising under third party claims or allegations (“Claims”) alleging that the Platform or its operation violate or infringe upon any third party intellectual property or privacy rights, except to the extent caused by you.
You will defend and indemnify Levanta (including its officers, directors, affiliates, partners, employees, agents, successors, and assigns) from and against Claims against Levanta relating to:
(i) your access to or use of the Platform;
(ii) any breach of any of your warranties, representations or obligations under this Agreement or any documents referenced within it;
(iii) any violation of any applicable law (including, without limitation, any privacy law) and the rights of a third party (including, without limitation, privacy or intellectual property rights); and
(iv) any breach, misrepresentation or failure to perform under any Affiliate Program Agreement by you or anyone acting on your behalf in connection with any Affiliate Program Agreement.
This obligation will survive any suspension, termination or cessation of your use of the Platform.
Dispute Resolution
This section governs disputes between you, on the one hand, and Levanta, on the other. For clarity, disputes among Sellers, Creators and any other party may be subject to the provisions of Affiliate Program Agreements or Outside Terms.
In general
Any dispute, claim, or controversy between you, on the one hand, and Levanta, on the other, arising from or relating in any way to this Agreement (including any alleged breach of this Agreement), the Platform, or Levanta’s relationship with you (collectively, “Dispute”), will be exclusively resolved through binding individual arbitration or local small-claims court, as provided in this Dispute Resolution section. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND LEVANTA, INC. ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION TO RESOLVE ANY DISPUTE.
Informal Process First
Like you, we want to resolve any Dispute without significant delay or expense. You and Levanta agree that in the event of any Dispute, you or Levanta will first contact the other and make a good faith effort to resolve the Dispute for not less than thirty (30) days before initiating arbitration or, where applicable, filing in small claims court under the Small Claims Court Exception.
Arbitration Agreement and Class Action Waiver
After the informal dispute resolution period, any remaining Dispute will be resolved by binding individual arbitration, including threshold questions of arbitrability and any other procedural matters delegable to an arbitral proceeding. You and Levanta agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect, or any successor thereto (the “JAMS Rules”). Judgment on the arbitration award may be entered in any court of competent jurisdiction. Any arbitration under these terms will take place on an individual basis – class arbitrations and class actions are not permitted. Notwithstanding the foregoing, you and Levanta will have the right to bring an action in a court of proper jurisdiction for equitable relief, pending a final decision by the arbitrator.
Small Claims Court Exception
You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
Governing Law and Jurisdiction
This Agreement will be governed pursuant to the laws of the State of Washington, USA, without regard to conflict of laws principles. You agree that Levanta may initiate a proceeding related to the enforcement or validity of Levanta’s intellectual property rights in any court having jurisdiction. Subject to the Arbitration Agreement and Class Action Waiver section above, in the event of any dispute regarding your use of the Platform or otherwise arising under this Agreement, you and Levanta consent to the exclusive jurisdiction and venue of the courts in King County, Washington.
Privacy
By accessing or using the Platform, you intend to and expressly agree to be bound by all the terms and conditions of the Levanta Privacy Policy. If you do not agree to these terms and conditions, you may not use the Platform. Any information that you provide to Levanta is subject to the Levanta Privacy Policy, which governs Levanta’s collection and use of your information. You understand that through your use of the Platform you consent to the collection and use of your information as set forth in the Levanta Privacy Policy.
Publicity
With your prior written consent, Levanta may use your name, trademarks and service marks to identify you as a Levanta user on Levanta’s websites and in sales and marketing materials and activities.
Interpretation
Any words following the terms ‘including,’ ‘include,’ ‘in particular,’ ‘for example’, ‘such as’ or any similar expression are illustrative, non-exhaustive and do not limit the sense of the words, phrase or description preceding those terms. The word ‘or’ as used in this Agreement is not exclusive. The failure of either party to exercise, in any way, any right under this Agreement does not waive any further rights the Agreement provides.
Force Majeure
In no event will we be liable to you, or be deemed to have breached this agreement, for any failure or delay in performing our obligations, to the extent such failure or delay is caused by any circumstances beyond our reasonable control.
Miscellaneous
These Terms, all other legal notices and policies on this website, and any other agreements entered into between you and Levanta (e.g., Order Forms), constitute the entire agreement between Levanta and you pertaining to the subject matter of this Agreement and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Levanta. Levanta may provide you with notice as required in this Agreement via email to any address you have provided. If any of the provisions contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions.
Levanta may transfer or assign this Agreement in the event of a change of control of Levanta, including a merger, acquisition, or sale of all or substantially all of Levanta’s assets. Any attempt by you to transfer or assign this Agreement or any of your rights or obligations hereunder is void unless Levanta has provided its prior written consent to the transfer or assignment you specified in writing. You and Levanta, Inc. agree there are no third-party beneficiaries intended under the Agreement. You acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Levanta, Inc.
