Terms and Conditions
I. Introduction
Welcome to Little Independent. Our website, www.littleindependent.com (“Little Independent” or “Website”) is owned and operated by Little Independent, LLC (“we” or “us”). By accessing and using Little Independent, the user (“you” or “user”) agrees to the following terms of use (“Agreement”).
II. Scope
This Agreement constitutes the entire agreement between you and Little Independent, and supersedes and replaces any prior oral or written commitments, undertakings or representations with respect to your use of Little Independent.
III. Acceptance of Agreement
By accepting this Agreement, using or registering with Little Independent, you confirm that you are at least 18 years of age. By using Little Independent, you warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of its terms and conditions. If you in any way access or use Little Independent, you agree to and are bound by this Agreement.
IV. The Nature of Little Independent
Little Independent is a venue for users to feature their small business, buy and sell products with one another. Little Independent is not directly involved in transactions between users. We do not transfer legal ownership of items between seller and buyer, and we have no control over the quality, safety, morality or legality of any aspect of the items listed. Furthermore, we cannot guarantee the truth or accuracy of user content, identities or listings. We cannot ensure the ability of sellers to sell, or buyers to pay for, any items listed on the Website.
V. Eligible users
The use of Little Independent is restricted to individuals who are at least 18 years of age and who are capable of forming legally binding contracts under applicable law.
By using little Independent, you represent and warrant that you are at least 18 years of age and that all registration information you submit is accurate and truthful.
Individuals under the age of 18 must only use Little Independent in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the user and is responsible for any and all activities on the Website.
Little Independent reserves the right to refuse to offer access to, or use of, the Website to any person or entity, for any reason or no reason, at any time.
We reserve the right to change our eligibility criteria at any time. Access to Little Independent is revoked in any jurisdiction where a provision that enables us to change eligibility criteria without notice is prohibited by law.
VI. Your Little Independent Account
In order to feature a store, purchase from listed stores, list items for sale, and participate in certain other features of Little Independent, you must create an account (“Account”) that is accepted by Little Independent and maintained by you in accordance with this Agreement and applicable law.
You agree to comply with all local, state and federal laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you agree to abide by Little Independent’s policies as stated in this Agreement and all other Little Independent policy documents on this website, including our Privacy Policy, Pricing and Terms Policies, and any additional terms and conditions promulgated by Little Independent from time to time.
You are solely responsible for all activity, liability and damage resulting from your failure to keep your password confidential. Keep your password secure and confidential.
Your Little Independent account and/or user ID may not be transferred or sold.
If you feature your store on Little Independent, you guarantee that you are authorized to bind the entity to this Agreement.
We reserve the right to temporarily or permanently disable or terminate Your Account at any time, for any reason or no reason, with or without notice.
VII. User Content
By providing, submitting or uploading any items for sale, communications, reviews, comments, feedback, postings, materials, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, links or other content for use on Little Independent (“User Content”), you represent and warrant that you are the owner of all rights to such User Content and that such User Content does not violate this Agreement.
You agree not to post User Content that plagiarizes, violates or infringes upon the rights of any third party, including trade secret, copyright, trademark, trade dress, privacy, patent, publicity or other personal or proprietary rights.
You further agree not to post User Content that contains unlawful, tortious, threatening, harmful, vulgar, defamatory, false, intentionally misleading, libelous, trade libelous, obscene, inappropriate, harassing, or otherwise unacceptable material, child pornography or materials that are harmful to minors.
Little Independent does not allow items that promote hatred, violence, racial, sexual or religious intolerance, or promote organizations with such views.
You agree that Little Independent is not responsible or liable for any User Content posted by you, other users, or outside parties.
When you contribute or post User Content, you grant Little Independent a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future. You agree to allow Little Independent to store, format or display your User Content in any way we choose.
We cannot promise that posted content will always be accurate and up-to-date, and you agree not to hold us or our content providers responsible for inaccuracies in listings.
You are fully responsible for your listings and for ensuring that your listings are accurate, do not include misleading information, and comply with this Agreement and all Little Independent policies.
Third parties or outside websites may re-post content posted on Little Independent. You agree to hold us harmless in any dispute over such third party use.
If you choose to display a Little Independent-hosted image on any other website, such image must provide a hyperlink back to its listing page on Little Independent.
We consider all unsolicited suggestions, ideas, proposals or other material submitted to Little Independent by users to be non-confidential and non-proprietary. Little Independent shall not be liable for the disclosure or use of such material. If, at Little Independent’s request, any member sends material to improve the site (for example through forums or to customer support), Little Independent will consider that material to be non-confidential and non-proprietary and we will not be liable for use or disclosure of the material. Any communication by you to Little Independent is subject to this Agreement. You hereby grant and agree to grant Little Independent, under all of your rights in the material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.
VIII. The Content of Other Users
Little Independent does not control much of the User Content on the website. You may find some content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using Little Independent, you agree to accept all such risks and agree that Little Independent, its directors, agents, subsidiaries, joint ventures and employees, are not responsible for any acts or omissions of its users. Please use caution, common sense, and practice safe buying and selling when using Little Independent.
Little Independent is not responsible for the availability of outside websites or resources linked to or referenced on the website. We do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that Little Independent shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
IX. Breach of Little Independent Policies
If Little Independent suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, Listing Policy or other policy documents and community guidelines incorporated herein; Little Independent is unable to verify or authenticate any of your personal information or User Content; or Little Independent believes that a user is acting inconsistently with the letter or spirit of our policies, has engaged in improper or fraudulent activity in connection with Little Independent or the actions may cause legal liability or financial loss to our users or to Little Independent, We may do any of the following, without limiting any other remedies:
- Without notice, and without refunding any fees, delay or immediately remove content,
- Warn the Little Independent community of a user's actions,
- Issue a warning to a user,
- Temporarily suspend a user,
- Temporarily or indefinitely suspend a user's account privileges,
- Terminate a user's account,
- Prohibit access to the Website, and/or
- Take technical and legal steps to keep a user off the Website and refuse to provide services to a user.
X. Fees
We do not charge fees to join Little Independent or purchase merchandise from sellers. We do charge fees for other services, such as listing items. When you list an item or use a service that has a fee, you will be able to review and accept the fees you will be charged based on our Pricing and Terms. Our Pricing and Terms are subject to change from time to time. Fee schedule changes are effective once we have provided you with at least fourteen days’ notice by posting the changes on our Website.
If your account or a listing on your account is terminated, or if the payment of your fees cannot be completed for any reason, you remain obligated to pay Little Independent any and all unpaid fees plus any applicable penalties.
If your account is not paid in full and becomes past due, you risk penalties such as suspension or termination of your account. Little Independent may also resort to collection mechanisms such as collection agencies and legal counsel. To question or dispute charges, contact Little Independent.
XI. Listing on Little Independent
By listing an item on Little Independent, you agree to pay the associated listing fees, assume full responsibility for the content of the listing and item offered. See Section VII, “User Content,” for more information.
You warrant that the listed item complies with all of our published policies. You further warrant that you may legally sell the item.
Each listing must accurately and completely describe the item for sale. If you offer more than one of the item listed for sale, all such items must be identical to one another.
Each unique item must have its own listing.
Sellers must create reasonable shipping, return, payment and selling policies that comply with applicable federal, state and local laws. You are responsible for enforcing your own policies. We reserve the right to request that you modify a policy.
XII. Selling on Little Independent
As part of a transaction, you may obtain personal information, including email address and shipping information, from a Little Independent user. Without prior permission from the other user, this personal information shall only be used for that transaction or for transaction-related communications. Little Independent has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Little Independent user to your email or physical mail list. For more information, see our Privacy Policy.
XIII. Privacy
We use your User information only as described in our Privacy Policy. If you object to your information being transferred or used in this way, please do not use Little Independent.
XIV. Indemnity
You indemnify and hold Little independent, its officers, directors, agents, subsidiaries 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 Agreement, or your violation of any law or the rights of a third party.
XV. Release
If you have a dispute with one or more users, you release Little Independent and its officers, directors, agents, subsidiaries, joint ventures and employees, from claims, demands and damages, whether actual or consequential, of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
XVI. Disclaimer of Warranty and Limitation of Liability regarding the Use of Little Independent
YOU EXPRESSLY AGREE THAT YOU USE LITTLE INDEPENDENT’S WEBSITE AT YOUR SOLE RISK. NEITHER LITTLE INDEPENDENT, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF LITTLE INDEPENDENT, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE LISTED ON LITTLE INDEPENDENT.
LITTLE INDEPENDENT IS PROVIDED ON AN “AS IS” BASIS. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY INFORMATION, SERVICES, PRODUCTS AND MATERIALS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR FREEDOM FROM COMPUTER VIRUS. WE ADDITIONALLY DISCLAIM ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. LITTLE INDEPENDENT DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE OR CURRENT. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT LITTLE INDEPENDENT IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE USER BEARS ALL RISK OF INJURY FROM ANY OF THE FOREGOING.
IN NO EVENT WILL LITTLE INDEPENDENT OR ANY PERSON OR ENTITY INVOLVED IN THE USE OF LITTLE INDEPENDENT, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE LITTLE INDEPENDENT. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON LITTLE INDEPENDENT.
NEITHER LITTLE INDEPENDENT NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, OMISSIONS, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED ON LITTLE INDEPENDENT, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. NEITHER LITTLE INDEPENDENT NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION.
XVII. Disclaimer of Warranty and Limitation of Liability Regarding Purchases on Little Independent
YOU AGREE THAT LITTLE INDEPENDENT SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM THE IMPROPER HANDLING, MODIFICATION, OR MISUSE OF PRODUCTS PURCHASED FROM LITTLE INDEPENDENT USERS BY YOU OR ANY OTHER PERSON. IN NO EVENT SHALL LITTLE INDEPENDENT BE LIABLE TO YOU OR ANY OTHER PERSON FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR GOODWILL, LOSS-OF-USE DAMAGES OR ADDITIONAL EXPENSES INCURRED, WHETHER PURSUANT TO A CLAIM IN CONTRACT, TORT OR OTHERWISE, AND WHETHER IN AN ACTION FOR BREACH OF WARRANTY OR OTHERWISE.
IN NO EVENT SHALL LITTLE INDEPENDENT OR ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
LITTLE INDEPENDENT’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF LITTLE INDEPENDENT’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO LITTLE INDEPENDENT IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
XVIII. Applicable Law
This Agreement and your use of the Website shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Its validity, construction and performance shall be governed by the laws of the State of Illinois applicable to agreements made and to be wholly performed therein.
XIX. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website and any Little Independent service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Website (excluding any taxes on Little Independent’s net income).
XX. Severability
If any provision of this Agreement is held unenforceable, all remaining provisions of this Agreement shall remain in full force and effect.
XXI. No Agency
You and Little Independent are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
XXII. Changes to Service
We reserve the right to modify or terminate the Little Independent service for any reason, without notice, at any time. Little Independent reserves the right to alter these Terms of Use or other policies at any time, so please review the policies frequently. If Little Independent makes a material change, Little Independent will notify you here, by email, by means of a notice on our home page, or other places Little Independent deems appropriate. What constitutes a "material change" will be determined at Little Independent’s sole discretion, in good faith, and using common sense and reasonable judgment.
XXIII. Notices
Except where explicitly stated otherwise, legal notices shall be served to Griffith & Jacobson LLC, 55 West Monroe Street, Chicago, Illinois, 60603 in the case of Little Independent, or to the email address you provide to Little Independent during the registration process (in the User’s case). Alternatively, we may give you legal notice by mail to the address provided us during the registration process.