VENDOR MEMBERSHIP TERMS AND CONDITIONS

Every Event Australia is owned and operated by Mariah Hannah De Virgilio (ABN 59 110 401 199). These terms and conditions outline the obligations and responsibilities of all parties when using the online information technology platform or any other related services provided by Every Event Australia (‘the Platform’) (‘EEA’) including both the website and applications associated with the Platform.

Please read these terms and conditions carefully. By using EEA and its Platform, you agree to comply with and be bound by these terms and conditions as per these terms and conditions.

Last Updated: 08 OCTOBER 2024

PART A – GENERAL MEMBERSHIP TERMS AND CONDITIONS

1. Parties

1.1. These terms and conditions constitute a legally binding agreement between EEA and:

 Event Vendors who use the Platform to offer their goods and service to Users of the Platform (‘the Vendors’);

 The parties of a forthcoming planned event, or those who seek the services of the Vendors (‘the Users’).

 (Hereafter collectively referred to as “you”, “the Platform Members”).

1.2. The terms and conditions govern the Platform Members’ access to and use of the Platform, whether provided on mobile, tablet and other smart device applications, and application program interfaces.

2. Scope of Services

2.1. The Platform is an online information technology platform that may be found at the following websites:

• www.everyeventaus.com.au

2.2. The Platform allows:

 2.2.1. Vendors to provide certain information about the Goods and Services; (“the Listing”);

 2.2.2. The Users of the Platform to consider the offer of the Goods and Services in the Listing by the Vendors;

 2.2.3. The Users then make a request for the Goods and Services by the Vendors (“a Request”) in response to the Listing; and

 2.2.4. The Vendors then accept the request for the Goods and Services by the User (“a Booking”) in response to the Listing.

3. EEA’s Role and Obligations

3.1. EEA provides the Platform only, enabling Platform Members to publish Listings and, where relevant, make Requests and take Bookings in response to the published Listings.

3.2. The Platform does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Goods and Services. The Vendors alone are responsible for their Listings and Goods and Services and Users are responsible for their Requests and Bookings.

3.3. The Platform is not and does not become a party to or other participant of, any contractual relationship between Platform Members.

3.4. The Platform has no obligation to any Platform Member to assist or involve itself in any dispute between other Platform Members, although may do so to improve Platform Member experience. This is done at the Platform’s sole discretion but is not responsible for a dispute outcome, or a failure to reach one.

3.5. While the Platform may assist facilitate the resolution of disputes, the Platform has no control over and does not guarantee:

 3.5.1. The existence, reliability, quality, safety, suitability, or legality of any Listings or Services;

 3.5.2. The truth or accuracy of any Listing descriptions, Requests or other Platform Member’s information placed on the Listing; or

 3.5.3. The provision of Goods and/or performance of Services, or conduct of any Platform Member or third-party, including, but not limited to, the ability of the Vendors to perform tasks or the honesty or accuracy of any information provided by Platform Members or the Users’ ability to pay for the Goods/Services requested. The Platform does not endorse any Member, Listing or Goods/Services.

4. Use of Platform

4.1 EEA offers its Platform as a place where Users can obtain information about the Goods and Services offered by selected Vendors. For Vendors, the Platform serves as a marketplace.

4.2 EEA’s obligation to the Platform Members is to advertise the Vendor’s Goods and Services on the Platform. EEA is not a provider of Goods and Services by the Vendors, and has no control over the Goods and Services supplied. We do not endorse or recommend any Vendor.

4.3 EEA receives a fee from Vendors for Goods and Services booked or purchased through the Platform. Our commercial relationships with Vendors, including the payment of remuneration, the type of remuneration paid, the basis on which it is paid and the variance in commission per sale, do not affect the display of Goods and Services on the Platform.

4.4 All transactions between the Vendors and Users are subject to the terms and conditions imposed by Vendors.

5. Payments and Authorizations

Subscription Based (Venues only)

5.1 Where a Venue is on the Platform’s Subscription Plan, the Plan will be effective for a twelve (12) month term, at the end of which the subscription will automatically and continuously renew for subsequent 30-day terms until such time when the Venue or the Platform terminates the Agreement in accordance with this provision.

5.2 Subscription Plan Venues may terminate this agreement at any time after the first twelve (12) month period by communicating with the Platform via email. The Venue acknowledges that the initial twelve months is a fixed term period and any earlier termination by the Venues still requires the Venues to pay for the full term of the subscription.

Commission Plan (Event Vendors/Suppliers)

5.3 Where a Vendors is on the Platform’s Commission Plan, the Platform will earn a commission fee on the supply of Goods and Services by Vendors only. The Platform will take a commission from the gross total of each sale, as agreed between the Vendor and The Platform.

5.4 The Vendor agrees to pay the join-up fee as specified by EEA upon creating an account on the platform.

5.5 All payments to be paid by the Vendor for its use of the Platform and any Goods and Services offered by the Vendor and paid for by the Users will be in Australian Dollars (AUD) by default, through Stripe.

5.6 The Platform reserves the right to change the Fees at any time. It will provide you with fourteen (14) days’ notice of any fee changes before they become effective.

5.7 If the Vendor selects a PCI Compliant payment processing method that uses Stripe to process the payment, then the Platform does not process the transaction. Rather, where you receive an invoice through the assistance of a Third-Party Payment Provider such as Stripe (‘TPPP’), you acknowledge that you have read over those TPPP terms and conditions thoroughly. The TPPP or their bank or other financial institution may require you to pay processing fees or other fees and charges. We accept no responsibility for your use of any TPPP. You agree to keep their information including their email address and payment details up to date so that the TPPP and we can process payment and contact you as needed in connection with the provision of the payment.

5.8 The Platform is not responsible for any loss suffered by any Platform Member as a result of incorrect payment method(s) provided by Platform Members.

5.9 To the extent permitted by law, all Fees and charges payable to the Platform are non-cancellable and non-refundable.

6. Platform Membership Eligibility Criteria

6.1 Registering and creating an account with the Platform is for any Vendor interested in being a Platform Member.

6.2 To become a Platform Member and continue to be a member, you must:

• 6.2.1 Be at least 18 years old, and able to enter into legally binding contracts to access and use the Platform or register to obtain a “Platform” Account (‘the Account’);
• 6.2.2 Register no more than one (1) Platform Account unless the Platform authorises a Platform Member to do so. Platform Members must not assign or otherwise transfer their Account to another party;
• 6.2.3 Not have been convicted of, or have any pending convictions for, a criminal offence in any jurisdiction; and
• 6.2.4 For Vendors, must be a registered business in the country of operation;
• 6.2.5 Platform Members must inform the Platform as soon as reasonably practicable in the event that a Member ceases to meet any of the Eligibility Requirements at any time whilst continuing to be a Member.

6.3 Platform Members warrant that all information provided by Platform Members to the Platform in the course of completing a Platform Membership Application or at any time whilst using the Platform as a Member is true and correct. Platform Members warrant that they have given all of the information the Platform could reasonably require in relation to Platform Membership and use of the Platform, including without limitation a Member’s:

• 6.3.1 Name;
• 6.3.2 Date of birth;
• 6.3.3 Mobile number;
• 6.3.4 Address;
• 6.3.5 Email address; and
• 6.3.6 If you are a Vendor, a copy of your authorized officer’s driver’s license for further verification if requested by EEA.

6.4 Platform Members must be natural persons but may specify within their account profile that they represent a business entity.

6.5 Platform Members must indemnify the Platform for any claim or loss suffered as a result of any information that you provide to the Platform in relation to this Agreement, your Platform Membership or your use of the Goods and Services being incorrect or misleading in any way, whether intentionally or otherwise.

6.6 The Platform reserves the right to alter access to and use of the Platform, or certain areas or features of the Platform, subjected to certain conditions or requirements, such as:

• 6.6.1 Completing a verification process;
• 6.6.2 Meeting specific quality or eligibility criteria; or
• 6.6.3 Member’s booking and cancellation history.

6.7 We do not assume any responsibility for the confirmation of any Platform Member’s identity.

6.8 Where the Platform Members are required to hold an Account, they are responsible for maintaining the confidentiality and security of their Account credentials and may not disclose credentials to any third-party. If you create an account on the Platform, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. Providing false contact information of any kind may result in the termination of your Account.

6.9 Platform Members must notify the Platform as soon as reasonably practicable if it becomes known or there is any reason to suspect that a Platform Member’s credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorised use of your Account.

6.10 Platform Members are liable for any and all activities conducted through their Account, unless such activities are not authorised by the Platform Member and the Platform Member is not otherwise negligent (such as failing to report the unauthorised use or loss of credentials).

6.11 At its absolute discretion, the Platform may refuse to allow any person to register or create an account with the Platform or cancel or suspend any existing account.

6.12 All information obtained from Platform Members are subject to our Privacy Policy, found at https://everyeventaus.com.au/privacy/

7. Abiding by the Law

7.1 Vendors will (and you represent and warrant that Vendors will) comply with all applicable “Laws” (meaning all applicable laws, regulations, rules, legal requirements, and generally accepted industry standards and self-regulatory principles), including laws related to marketing, packaging, consumer and Good or Service safety, Good or Service testing, labelling, pricing and packaging, in connection with

• (i) the purchase and sale of goods and services including through an online marketplace, and
• (ii) these Terms; your use of the Platform and your marketing, promotion, offering for sale, or selling any Goods and Services through the Platform.

Upon our request, Vendors must promptly EEA with

• (i) certificates of authenticity (or similar documentation considered acceptable by commercial or industry standards, as determined in EEA’s sole discretion) for Goods and Services,
• (ii) documentation (e.g. email verifications from the brand owner or Vendor) showing that the Vendor has a legal right to sell the Goods and Services through the Platform,
• (iii) documentation (e.g. email verifications from applicable rights holders) showing that it is licensed or otherwise has a right to sell said Goods and Services on the Platform.

7.2 Vendors hereby covenant and agree that they will not list, offer or sell Goods and Services that:

• (a) are stolen, replicas, counterfeits or unauthorized copies;
• (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy;
• (c) Vendors do not have full right and authority to sell;
• (d) represent a potential danger for the health or well-being of Users (unless it has appropriate regulatory approvals); and/or
• (e) create or increase the liability for the Platform.

8. Intellectual Property

8.1 Platform Members are solely responsible for all Member Content that is made available on or through the Platform. Accordingly, you represent and warrant that:

• 8.1.1 You are the sole and exclusive owner of all Member Content that you make available on or through the Platform; or
• 8.1.2 You have all rights, licenses, consents and releases that are necessary to grant to the Platform the rights in and to such Member Content, as contemplated under these Terms; and
• 8.1.3 Neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or the Platform’s use of the Member Content (or any portion thereof) will infringe, misappropriate or violate a third-party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

8.2 The Platform retains all intellectual property rights to the Platform, and any information placed on the Platform, including information, graphics, design and software, except where the Venue has provided its own intellectual property (including but not limited to text, graphics and pictures in whatever form) for display on the Platform.

8.3 Where the Vendors uses information, graphics, design or software (or any other intellectual property) that they do not own, it must obtain the permission from the owner of any intellectual property in any third-party material incorporated into a Listing prior to submission of the Listing.

8.4 You grant us a world-wide, royalty free, irrevocable license to publish, and to sub-license the publication of, all material submitted to the Platform as part of the Listing in any form or medium, including print, online or otherwise. You warrant that you are authorised to grant the license in this clause.

9. Taxes

9.1 Vendors are solely responsible for determining their obligations to report, collect, remit or include in Booking Fees any applicable GST or income taxes (“Taxes”).

9.2 The Fee is inclusive of any Goods and Services Tax that may apply.

10. Amendment of these Terms

10.1 The Platform reserves the right to amend these Terms, together with the Privacy Policy and the Fees at any time in accordance with this provision.

10.2 In the event that amendments are made to these Terms, the Platform will notify Platform Members in advance of any changes becoming effective by notice posted on the Platform.

11. Term and Termination, Suspension and Other Measures

11.1 The Platform may immediately, without notice, terminate this agreement and/or stop providing access to the Platform if:

• 11.1.1 A Member has materially breached their obligations under these Terms, or the Platform’s Policies;
• 11.1.2 A Member has violated applicable laws, regulations or third-party rights; or
• 11.1.3 A Member has, in our reasonable opinion, committed any illegal, dishonest or wrongful act, abused or harassed our staff or other Platform Members, or posed a threat to the safety or well-being of our staff or other Platform Members.
• 11.1.4 The Platform believes in good faith that such action is reasonably necessary to protect the personal safety or property of the Platform, its Platform Members, or third-parties.

11.2 The Platform may take any of the following measures when:

• 11.2.1 Compliance with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body is required;
• 11.2.2 A Platform Member has breached these Terms, our Policies, applicable laws, regulations, or third-party rights;
• 11.2.3 A Platform Member has provided inaccurate, fraudulent, outdated or incomplete information during the Platform Account Registration, Listing process or thereafter;
• 11.2.4 A Platform Member has repeatedly cancelled confirmed bookings or failed to respond to Requests without a valid reason; or
• 11.2.5 The Platform believes in good faith that such action is reasonably necessary to protect the personal safety or property of the Platform, its Platform Members, or third-parties, or to prevent fraud or other illegal activity.

11.3 The Platform may:

• 11.3.1 Refuse to surface, delete or delay any Listings, or other Member Content;
• 11.3.2 Limit access to or use of the Platform;
• 11.3.3 Temporarily or in case of severe or repeated offenses permanently suspend any Account and stop providing access to the Platform.

11.4 In case of non-material breaches and where appropriate, Platform Members will be given notice of any intended measure by the Platform and an opportunity to resolve the issue to the Platform’s reasonable satisfaction.

11.5 When this agreement has been terminated, Platform Members are not entitled to a restoration of their Account or any of their Member Content.

11.6 If access to or use of the Platform has been limited or the Platform Account has been suspended or this Agreement has been terminated by the Platform, Platform Members may not register a new Account or access and use the Platform through an Account of another Platform Member.

12. Disclaimers

12.1 You agree that your use of the Platform or associated services is solely at your own risk. You agree that such Service is provided on an “as is” and “as available” basis. The Platform expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied or statutory warranties of merchantability, fitness for a particular purpose and noninfringement. We make no warranty that the Platform will meet your requirements, or that the Platform will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Platform or as to the accuracy or reliability of any information obtained through the Service or that defects in the Platform will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Platform is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Platform or any transactions entered into through the Platform. No advice or information, whether oral or written, obtained by you from us or through the Platform shall create any warranty not expressly made herein.

12.2 The scope and duration of this warranty will be the minimum permitted by law.

12.3 You agree that you have had the opportunity to investigate the Platform, its Services, laws, rules, or regulations that may be applicable to Your Listings that the Platform assists you in placing on the Platform, and you are not relying upon any statement of law or fact made by the Platform relating to a Listing.

13. Liability

13.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Platform and Content, your publishing of any Listing via the Platform, your provision of a Request, acceptance of a Booking, participation in any other activity relating to the Platform, or any other interaction you have with other Platform Members whether in person or online remains with you.

13.2 Neither the Platform nor any other party involved in creating, producing, or delivering the Platform or Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute Goods and Services or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with:

• 13.2.1 These Terms;
• 13.2.2 From the use of or inability to use the Platform or Content;
• 13.2.3 From any communications, interactions or meetings with other Platform Members or other persons with whom You communicate, interact or meet with as a result of your use of the Platform; or
• 13.2.4 From your publishing or booking of a Listing, including the provision or use of the Platform, whether based on warranty, contract, tort (including negligence), Good or Service liability or any other legal theory, and whether or not the Platform has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

13.3 In no event will the Platform’s aggregate liability arising out of or in connection with these Terms and your use of the Platform including but not limited to:

• 13.3.1 you're publishing or booking of any Listings via the Platform; or
• 13.3.2 the use of or inability to use the Platform or Content; or
• 13.3.3 a connection with a User via any agreement;
• 13.3.4 provision of Goods and Services; or
• 13.3.5 general interactions with any other Platform Members, will exceed the amounts you have paid the Platform in the twelve (12) month period prior to the event giving rise to the liability; or for Users, one hundred Australian dollars ($100 AUD), if no such payments have been made, as applicable.

13.4 We perform regular backups of the Platform however; these backups are for our own administrative purposes only and are in no way guaranteed. You are responsible for maintaining your own backups of your data. We do not provide any sort of compensation for lost or incomplete data in the event that backups do not function properly. We will do our best to ensure complete and accurate backups but assume no responsibility for this duty.

14. Indemnification

14.1 To the maximum extent permitted by applicable law, you agree to release, defend (at the Platform’s option), indemnify, and hold the Platform and its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

• 14.1.1 Your breach of these Terms or our Policies or Standards;
• 14.1.2 Your improper use of the Platform;
• 14.1.3 Your interaction with any Member;
• 14.1.4 Your participation in any provision of goods or services arising from the use of the Platform including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use;
• 14.1.5 Your breach of any laws, regulations or third-party rights.

14.2 Any indemnities or liabilities within these Terms will be reduced proportionately to the extent the liability was caused by our negligence.

15. Feedback

15.1. The Platform welcomes and encourages Platform Members to provide feedback, comments and suggestions for improvements to the Platform.

15.2. Platform Members may submit Feedback via email, through the Support section of the Platform, or by other means of communication.

15.3. Any Feedback submitted to the Platform will be considered non-confidential and nonproprietary the submitting Platform Member.

16. Applicable Law

These Terms will be governed by the laws of South Australia, Australia. If there is a dispute between you and the Platform that results in litigation then you must submit to the jurisdiction of the courts of South Australia, Australia. In the event that any of these Terms are found to be unenforceable under South Australia, Australia, this will not affect the remainder of these Terms.

17. Privacy

You agree that we may access, store, process and use any information and personal data that you provide in accordance with, the terms of the Privacy Policy.

18. General Provisions

18.1. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between the Platform and You pertaining to the subject matter hereof and supersede any and all prior oral or written understandings or agreements between the Platform and You in relation to the access to and use of the Platform.

18.2. No joint venture, partnership, employment, or agency relationship exists between you and the Platform as a result of this Agreement or Your use of the Platform.

18.3. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

18.4. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

18.5. The Platform’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

18.6. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

18.7. You may not assign, transfer or delegate this Agreement and Your rights and obligations hereunder without the Platform’s prior written consent.

18.8. The Platform may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice.

18.9. Your right to terminate this Agreement at any time remains unaffected.

18.10. If you have any questions about these Terms, please email us: info@everyeventaus.com.au.

PART B - SUPPLEMENTARY TERMS AND CONDITIONS FOR VENDORS

1. Required Good or Service Information

1.1. Vendor Good or Service Content.

In order for the Vendor to start listing Goods and Services on the Platform, the Platform will open on the Vendor’s behalf a Vendor marketplace account on the Member Portal. Within three (3) weeks from the opening of the account, the Vendor will be required to upload all necessary Vendor Good or Service Content and prepare the Vendor storefront to go live on the Platform. If the Vendor fails to take any such actions within the aforementioned period, the Platform may suspend the account.

1.2. Listings/Categories.

In order to list a Good or Service for sale on the Platform, the Vendor must provide all requested Good or Service Content. The Vendor will be responsible for selecting the proper tags to categorize their Goods and Services in accordance with the website terms of use and any Vendor Content Guidelines. The Vendor must only assign value or category tags that are accurate and true.

1.3. Inventory/Stock.

The Vendor will use commercially reasonable efforts to maintain inventory for those Goods and Services they have listed on the Platform. If an item is out of stock, they must update their Good or Service listing to prevent Users from unknowingly purchasing an item that is unavailable or requires an unreasonably longer wait time until delivery.

2. Purchase/Order Processing, Fulfillment and Shipping

2.1. Orders.

The Platform will be the merchant of record. Users purchasing Goods and Services through the Platform will place orders using the Stripe checkout system and the Platform will collect all proceeds from such transactions, including shipping costs and applicable taxes based on shipment options and tax designations provided by the Vendor to the Platform. The User is the purchaser of record. The Platform will electronically transmit to the Vendor the order information (e.g., User full name, shipping address, and/or an email address) (“Transaction Information”) that the Platform determines the Vendor needs to fulfill each order, including without limitation, shipping Goods and Services to Users and providing User Service. After a User orders a Good or Service on the Platform site, the Platform will send an automated email message to each User confirming receipt of an order. The Vendor will provide the Platform with the Vendor’s User service contact information, which shall include, without limitation, an email address and phone number at which User inquiries may be directed, which the Platform may include in such confirmation email and/or on the Site.

2.2. Order Fulfillment.

(a) Once the Platform has transmitted an order to the Vendor, the Vendor will at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the order, including without limitation, packaging and shipping of Goods and Services, securing the services of and payment of any freight forwarder or customs broker service charges (as may be required for any particular shipment), import or export duties or taxes (as applicable), and User Service. The Vendor agrees that legal ownership and all risk of loss of the Goods and Services remains with the Vendor until the User receives the Good or Service from the Vendor. If the Vendor cannot fulfill the entire quantity of a purchase order (PO) line in a single order, then the Vendor will cancel that PO line, fulfill all other lines in the order and immediately notify the Platform of such cancellation. If the order consists of one PO line that the Vendor cannot fulfill the entire quantity for, then the Vendor will cancel the entire order and immediately notify the Platform.

(b) The Vendor will ship only the Good or Service purchased by the User and will not include any additional Goods and Services, substitute Goods and Services, materials or information not purchased by the User, other than those materials included in all shipments sold by the Vendor as long as such materials do not in any way promote other third-party marketplaces or otherwise violate this Agreement and/or the Platform website terms of use.

2.3. Communication Standards.

With EEA’s "Messages/Chat system", you have the ability to communicate directly with users. Messages may not be used for the following activities:

• Sending unsolicited advertising or promotions, requests for donations or spam;
• Harassing or abusing another member or violating our Anti-Discrimination Policy;
• Contacting someone after they have explicitly asked you not to;
• Interfering with a transaction or the business of another member;
• Exchanging personal contact, financial or other information for the purposes of evading the checkout process on Etsy, including phone number, address, email, social media handles, external URLs, instructions for money transfer, etc.

Any vendor found in violation of these terms may face immediate termination from the platform.

2.4. Delivery/Shipping Options.

The Vendor is responsible for properly specifying delivery/shipping options for all Goods and Services that it offers for sale on the Platform Marketplace. The Vendor will provide, in a clear and identifiable manner, Users with the delivery/shipping, handling and any other charges for each Good or Service. The Vendor will not enable shipping for any Good or Service in any region where the sale of such Good or Service violates any Good or Service Policy or applicable Law. The Vendor will use reasonable best efforts to offer competitive shipping options and charges to the User in connection with the sale of Goods and Services on the Platform site.

2.5. Shipping Process.

The Vendor will be responsible for shipping all Goods and Services purchased by Users in a timely manner. Goods and Services must be shipped within 2-5 days of an order being placed, unless an alternative agreement has been made with the Vendor. The Vendor will be responsible for all shipping charges and for any costs or charges related to shipping-related problems, including without limitation, damaged or lost Goods and Services, late shipments or misdelivery. If the Vendor cannot meet the On-Time Ship Standard for any Good or Service, the Vendor will provide Users with email notification of such delay and include all information that may be requested by the Platform in such notification. The Vendor will be solely liable for all costs related to any duplicate or inaccurate shipments based upon their retransmission of orders through the Platform’s Marketplace. The Vendor may only send a shipment confirmation notice to Users following shipment of an order. Packaging for Goods and Services should not contain any Vendor marketing materials that are not included as standard marketing materials with all of their Good or Service shipments, and emails sent to Users in connection with an order will not contain any marketing materials or links to any Vendor or third-party website, except for links to shipping websites that permit the User to track shipment of their order.

2.6. Risk of Fraud or Loss.

Please note that, though the Platform will bear the risk of credit card fraud occurring in connection with an Order, the Vendor will bear all other risk of fraud or loss and all costs related thereto. For all credit card chargebacks for which the Vendor bears the risk, the Platform will offset such chargeback amounts against amounts otherwise owed to the Platform, or send the Vendor an invoice for the chargeback amount; provided that the Vendor hereby covenants and agrees to pay such invoice within 30 days of receipt thereof. Notwithstanding the foregoing, the Platform will not bear the risk of credit card fraud in connection with any Good or Service that is not shipped by the Vendor to the shipping address specified in the Transaction Information provided by the Platform, and the Vendor will be responsible for all costs related to such credit card fraud under such circumstances.

3. Cancellations, Returns, Refunds, Bonds and Recalls

3.1. Cancellations and Returns.

The Vendor is responsible for processing all User cancellations, returns, refunds and/or User service price adjustments. The Vendor will stop and/or cancel any order (which is any item(s) a User purchases on the Platform marketplace) if so requested by the Platform; provided, however, that if they have transferred Goods and Services to a shipper, the Vendor will use commercially reasonable efforts to stop and or cancel delivery by the shipper. The Vendor will return and refund and policies for Goods and Services sold through the Platform Marketplace will be no less favorable to Users than their most favorable policies offered on their website (“Vendor Site”) for such Goods and Services, including, for avoidance of doubt, any promotional and temporary offers related to such Goods and Services. The Vendor will notify the Platform of any material changes to the User return, refund or price adjustment policies at least 5 days prior to their implementation of such changes.

3.2. Refunds.

The Vendor will be responsible for all non-cash refunds (e.g., store credit, gift cards and exchanges) owed to the User. If the Vendor determines a User is due a cash refund (e.g., via a refund to the User’s credit card, debit card or other form of original payment) the Vendor will notify the Platform and include any other related information as may be requested by the Platform. For cash refunds, the Platform will provide the refund to the User via the User’s original payment method (e.g., credit or debit card). Regardless of whether the Vendor provides the User with a cash or non-cash refund directly, the Platform will retain the right to charge the Vendor’s account with the amount of any cash refunds to Users in accordance with this section.

3.3. Recalls.

The Vendor will be solely responsible for the recall of any Goods or Services that it has listed on the Platform and sold to Users, including, without limitation, the recall of any Goods and Services that violate applicable Laws or are otherwise defective. The Vendor will promptly notify the Platform of any such recalls and the steps it is taking to address such recalls. The Vendor will also be solely responsible for the costs of any recalls, including, without limitation, costs related to notification to Users and other costs related to such recall.

3.4. Bonds.

The Vendor may be required to provide to the Platform a financial bond or letter of credit, which may be renewed annually, in an amount to be determined by the Platform in its sole discretion. If a Vendor does not provide such bond or letter of credit, the Platform may require the Vendor to pay a higher Commission Fee or make other arrangements as needed. If the Vendor fails to comply with these requirements, the Platform may terminate this Agreement and/or suspend the Vendor’s account.

4. Parity Pricing, Special Offers and Promotions

4.1. Parity

The Vendor must maintain equivalent pricing between the Goods and Services the Vendor offers through any other online sales channel and the Goods and Services offered on the Platform site by ensuring that at all times:

• 1. except for in connection with Excluded Offers (as defined below), the purchase price and every other term of offer and/or sale of the Goods and Services (including associated shipping and handling charges and options, any “low price” guarantee, rebate or discount, any free or discounted Goods and Services or other benefit available as a result of purchasing one or more other Goods and Services, and terms of applicable return and refund policies) is at least as favorable to the Platform Users as the most favorable terms upon which a Good or Service is offered and/or sold via any other online sales channel;
• 2. User service for the Goods and Services is at least as responsive and available and offers at least the same level of support as the most favorable User service offered in connection with the Vendor Site; and
• 3. the Vendor Good or Service Content provided by the Vendor for the Platform site;
  • 4. is at least the same level of quality as the highest quality information displayed or used on the Vendor Site or any other online sales channel for the Vendor’s Goods and Services; and
  • 5. provides users of the Platform site with at least as much Good or Service information, images and other content as the information provided on the Vendor Site or any other online sales channel for the Vendor’s Goods and Services.

Promptly upon the Vendor having actual knowledge, or when the Vendor should reasonably have had knowledge, of any non-compliance or violation of sub-clause (a) above, the Vendor will promptly notify the Platform and compensate adversely affected Users by making appropriate refunds to such Users.

5. User Service

5.1 Obligations

The Vendor will be responsible for all User service, as defined by issues, questions and/or concerns relating to the Good or Service, just like if they were selling the Good or Service on their website, except for issues related to payment. In performing such User service, the Vendor shall at all times represent themselves as a separate entity from the Platform. The Vendor will not disparage, denigrate or otherwise communicate negatively (whether through public means or via private correspondence) about the Platform or its affiliates or Goods and Services or services offered by or through the Platform when performing User service obligations or any other obligation under this Agreement.

5.2 Adjustments

The Platform reserves the right to provide a User service adjustment (not to exceed the total amount paid by such User in connection with the Goods and Services, including without limitation, taxes and gift wrapping and shipping fees) to a User that the Platform reasonably determines has not been dealt with correctly by the Vendor’s User service, and offset such amounts against amounts otherwise owed to the Vendor or by sending the Vendor an invoice for such amounts; provided that the Vendor hereby covenants and agrees to pay such invoice within 30 days of receipt thereof.

6. Ownership and Use Rights

6.1 Ownership of the Platform Marketplace

The Platform, its affiliates, and their service providers and licensors retain all right, title and interest (including all Intellectual Property Rights) in and to:

• 1. the Platform Marketplace;
• 2. all data received from the Vendor in connection with the foregoing; and
• 3. any of the Vendor’s confidential or proprietary information. Except for a limited right for the Vendor to access the Platform website made available to the Vendor in accordance with and subject to all the terms and conditions of this Agreement, the Platform, its affiliates, and their service providers and licensors, as applicable, retain all rights in the foregoing and grant no other rights or licenses (whether by implication, estoppel, or otherwise) under any of their Intellectual Property Rights under or in connection with this Agreement.

Ownership of Transaction Information

The Platform owns (and the Vendor hereby assigns to the Platform) all Transaction Information and all other information relating to Orders or Goods and Services, including but not limited to information that is entered into the Platform site, information that is created as a result of a transaction, and ratings and reviews provided by Users. All such information is subject to the Privacy Policy and any additional privacy guidelines posted by the Platform.

Use of Transaction Information

The Vendor may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, the Privacy Policy and any other applicable Privacy Policies, and applicable Law. The Vendor will not:

• disclose or convey any Transaction Information to any third party (except as necessary for the Vendor to perform their obligations under the Agreement);
• use any Transaction Information to conduct User surveys or for any marketing or promotional purposes;
• contact a User that has ordered a Good or Service that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such User to make an alternative or additional purchase;
• target communications of any kind on the basis of the intended recipient being a Platform user; or
• use any information about the Platform Users gained through the Marketplace Program to directly solicit such Platform Users through any other sales channels.

The foregoing does not prevent the Vendor from using information gathered independent of the Marketplace Program, provided that the Vendor does not target communications on the basis of the intended recipient being a Platform user.

For access to our Vendor Merchant Terms and Conditions, please click here

Date: 08/10/2024