
## 12. Suspension and Termination

### 12.1 Suspension

At Big Cartel’s discretion, Big Cartel may suspend Your account or any part of Your account by deactivating any access by You or by Your customers to any information contained on the Big Cartel Servers related to Your account, and by suspending Your use of an App. Suspension may also include disabling Your Store and/or any access to information or data related to Your account. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such fees during any such period of suspension.

> **Recap**
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> We're able to suspend all or part of your account and/or disable all or part of you store. You're still responsible for paying any fees due while your account or store is disabled.

### 12.2 Termination

You and Big Cartel may terminate this Agreement and Your account at any time.

### 12.3 Rights Upon Termination

In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement will automatically and immediately cease and You shall stop using the Big Cartel Site, Tools, Services, Additional Services, and Beta Services, destroy all copies of the Software in Your possession, if any, and remove all Apps from Your mobile devices. You will not have access to Your account after termination. Upon termination, there will be no refund provided to You except as otherwise agreed to in writing by Big Cartel and all outstanding fees owed by You shall become immediately due and payable. Termination shall not affect the rights of Big Cartel to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs, and/or attorneys' fees or expert witnesses' cost or other costs of any kind under this Agreement.

> **Recap**
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> At termination you have to stop using our services and tools. You won't have access to your account after termination, so don't forget to backup your info.
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> We don't refund any payments upon termination, and we may collect any fees, damages, or other payments you owe us.

## 13. General

### 13.1 Governing Law and Jurisdiction

This Agreement will be governed in all respects by the laws of the State of Utah without giving effect to any conflicts of law principles that would require the application of the laws of a different jurisdiction. You agree that any cause of action that may arise under this Agreement or in connection with Your use of the Tools, Services, Additional Services, and Beta Services will be commenced and heard only in the appropriate court having jurisdiction over Salt Lake City, Utah. You hereby consent to the exclusive jurisdiction of and venue in such courts.

> **Recap**
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> If you and Big Cartel ever have a dispute it will be decided by a court in Salt Lake City, Utah, and Utah law will apply.

### 13.2 Legal Compliance

You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding Your use of the Tools, Services, Additional Services, and Beta Services and Your listing and sale of products and services on Your Store.

### 13.3 No Agency

You and Big Cartel are independent contractors, and this Agreement is not intended to create, and does not create any agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship.

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> Your relationship to us is that of independent contractors. We aren't, among other things, your employer or partner.

### 13.4 Force Majeure

Except for the payment of any fees due and payable under this Agreement, neither party's delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, terrorist act, governmental act or order, act of God, failures in electric power or telecommunications services, or any other event beyond the control of the party.

> **Recap**
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> If you or we are delayed in doing something we are supposed to because of crazy or uncontrollable circumstances, it won't count as a breach of the agreement. This doesn't excuse your obligation to pay fees when they're due, though.

### 13.5 Notices

Except as explicitly stated otherwise, any notices will be provided via email to Big Cartel, LLC at [support@bigcartel.com](mailto:support@bigcartel.com) and to the email address or addresses You provide to Big Cartel (in Your case). Notice will be deemed given twenty-four (24) business hours after email is sent. Alternatively, Big Cartel or You may send notice by certified mail, postage prepaid and return receipt requested. If certified mail is used, notice will be deemed given three (3) days after the date of mailing.

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> We may contact each other by email, and any notices are assumed delivered 24 business hours after an email is sent. We may also send notice by certified mail, and those notices are assumed delivered 3 days after mailing.

### 13.6 Assignment

You shall not assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement without our prior written consent. Any assignment, transfer, or delegation in contravention of the foregoing provision will be null and void. You agree that this Agreement may be assigned by Big Cartel, in Big Cartel’s discretion without Your consent.  This agreement is binding on Your permitted assignees and transferees.

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> You can't transfer your store or this agreement to someone else unless you first let us know and we agree. We can transfer this agreement and related responsibilities as we see fit.

### 13.7 No Third Party Beneficiary

You acknowledge and agree that nothing in this Agreement, express or implied, is intended to or will be construed to confer upon or give to any person, other than the parties, any interests, rights, remedies, or other benefits with respect to or in connection with any agreement or provision contained in or contemplated by this Agreement.

> **Recap**
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> This agreement is between only you and us.

### 13.8 Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. Big Cartel’s failure to act with respect to a breach by You or others does not waive Big Cartel’s right to act with respect to subsequent or similar breaches.

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> If part of this agreement is found unenforceable it won't affect the other parts of the agreement. Our failure to enforce a term of this agreement won't prevent us from enforcing that term at a later date or enforcing any other term.

### 13.9 Construction

Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of any section. When used in this Agreement, the term "including" means "including but not limited to," and "discretion" means the sole discretion of the applicable party unless expressly stated to the contrary.

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> The headings in the agreement are only to be used for reference. The terms "including" and "discretion" are also defined in this section.

### 13.10 Survival

Sections 2.1 (Ownership), 2.4 (Big Cartel Trademark Ownership, License and Restrictions), 4.4 (Content License), 6 (Fees), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnity), 10 (Customer Data, Your Data, & Privacy Policy), 12.3 (Rights Upon Termination), and 13 (General), as well as all definitions needed to give meaning to such sections and any terms that by their nature survive, will survive any termination or expiration of this Agreement.

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> The sections listed here and definitions and terms that are ongoing will remain in effect even after termination of this agreement.

### 13.11 Entire Agreement

This Agreement, together with the agreements and policies that are incorporated into this Agreement by reference, sets forth the entire understanding and agreement between You and Big Cartel with respect to the subject matter of this Agreement.

> **Recap** 
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> Everything you need to know about your agreement with us is right here. The agreement, which includes the other referenced policies and agreements, includes everything you and Big Cartel have agreed to.


### 13.12 Important Note to New Jersey Consumers

Some special rules apply for residents of New Jersey. If You are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to You (and do not limit any rights that You may have) to the extent that they are unenforceable under New Jersey law: (a) in the Section titled Limitations of Liability, specifically the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act); (b) in the Section titled Limitations of Liability, specifically the limitation on liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) in the Section titled Limitations of Liability, specifically the application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (d) in the Section titled Indemnification, specifically the requirement that You indemnify Big Cartel (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (e) in the Section titled Governing Law and Jurisdiction, specifically the Utah governing law provision (for example, to the extent that Your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).

Merchant User Agreement

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