This Merchant Sales Agreement (this "Agreement") is made between TheVane ("TheVane") and Brand (""), on the day of December 17, 2018.
Under this Agreement, "Confidential Information" means all disclosed information designated by TheVane and Brand as confidential. Confidential Information disclosed in written or other tangible form must, at the time of disclosure, be marked as "Confidential" or "Proprietary" or under the circumstances surrounding disclosure be reasonably understood to be treated as confidential. Confidential Information disclosed orally or otherwise must, within thirty days after disclosure, be confirmed as "Confidential" or "Proprietary" in writing by TheVane or Brand or under the circumstances surrounding disclosure be reasonably understood to be treated as confidential. Confidential Information shall not include any disclosed information that is: (a) in the public domain at the time of disclosure; (b) subsequently disclosed publicly by someone other than TheVane or Brand except through a breach of this Agreement; (c) acquired by the recipient from someone having no obligation of confidentiality to TheVane or Brand; (d) documented in writing by the recipient as having been previously known by it at the time of disclosure; (e) developed independently by or for the recipient, without relying on or using TheVane's or Brand's Confidential Information; or (f) compelled by law to be disclosed by the recipient, provided that the recipient must use its best efforts to give TheVane or Brand ten days prior written notice of any compelled disclosure. If a party is compelled by law to disclose Confidential Information, such party agrees to furnish only that portion of the Confidential Information that is in the opinion of its counsel, legally required and to exercise reasonable efforts to assure that confidential treatment will be accorded such Confidential Information.
TheVane and Brand agree that on a daily basis, Brand will maintain a certain quality standard set by TheVane. Such standard entails always having inventory to fulfill TheVane customer needs. In the case that Brand does not have inventory, Brand should update their inventory using TheVane's Merchant Portal. If Brand does not update inventory, Brand will update TheVane's Merchant Portal and TheVane's operations liaison with appropriate delivery time for affected inventory.
Brand certifies that they are selling authentic goods. Brand must also certify that they have authorization to resell any brands not manufactured themselves. Brand will not infringe on any copyrights, trademarks, and patents. Anything posted can be reviewed by TheVane, and TheVane reserves the right to refuse any products or content that does not meet TheVane quality standards, from content quality, to image quality, to authenticity, and everything in between
The brand will handle all shipping and returns of merchandise. TheVane will provide the brand with the customer shipping information.
Sales tax is to be processed by TheVane.
In the event of a return or exchange, shipping cost is to be paid by the customer.
TheVane is to handle customer service and dispute resolution except in the event of a return or exchange.
Credit card dispute resolution with the customer will be managed by TheVane.
The brand will provide free shipping to customers of TheVane.
TheVane and Brand agree that all other Confidential Information received from each other will not be disclosed to anyone else (other than TheVane's or Brand's employees or advisors as necessary for the Purpose). TheVane and Brand agree to take the same measures to preserve the secrecy of Confidential Information received from each other as they would customarily take to protect their own most closely-guarded proprietary information. Each party shall be responsible for any breach of this Agreement by any person to whom such party has disclosed Confidential Information of the other party.
The Confidential Information that the parties receive from each other (including, without limitation, any such information in any documents or other tangible materials, and any copies, excerpts, summaries or compilations of disclosed Confidential Information) shall be returned to their respective owner immediately upon its request. TheVane and Brand's counsel may retain one copy of the disclosed Confidential Information in counsel's confidential files for archival purposes.
Brand agrees to give TheVane a fifteen percent (15%) commission of the selling price on all its products and Brand will be paid once a month on the 30th. For sales made between 25th of Previous month to 24th of current month.
The obligations of Brand and TheVane under this Agreement are valid for a year, and will renew automatically every year. Brand can terminate the agreement at the end of any year. The obligations set forth herein are continuing and will survive the termination of the working relationship between TheVane and Brand.
This Agreement shall be governed by the laws of the United States of America, and also International Law.
It is understood and agreed that the Confidential Information is unique and that any breach of this Agreement may cause irreparable and continuing damage to the non-breaching party for which there may be no adequate remedy at law. The parties agree that the non-breaching party may be entitled to equitable relief including specific performance and injunctive relief in the event of any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available.
Brand agrees that any sales on brands website, can also be offered on TheVane during the time of the sale.
Price : Merchants are required to list prices, applicable taxes and shipping costs for the products they sell through the TheVane Marketplace. TheVane's Commission shall be based on the prices and shipping costs that merchant lists for their products. TheVane reserves the right to adjust the prices or shipping costs displayed to users to optimize sales for our merchants. This does not affect the amount or percentage TheVane has agreed to pay to the merchant for their orders. TheVane will payout merchant the remainder of all sums less its Commission, and less any applicable taxes that are required by law to be withheld by TheVane. TheVane intends to charge for, and collect, estimated amounts of applicable U.S. state and local transaction taxes on each merchant transaction. TheVane is not responsible for the charging or collection of non-U.S. transaction taxes (e.g., value added taxes). It is merchant's obligation to report to TheVane all U.S. jurisdictions (State and local) where merchant has a presence that gives rise to "nexus" with that jurisdiction, and therefore, tax collecting responsibilities. TheVane will remit to merchant all collected U.S. transaction taxes on merchant's TheVane transactions to be held in trust and conveyed to by merchant to the appropriate taxing authority. Where TheVane has remitted to merchant all collected transaction taxes from merchant's TheVane transactions, or merchant has not accurately reported to TheVane all jurisdictions where merchant has tax collecting responsibilities, merchant agrees to defend, indemnify and hold harmless TheVane, its officers, directors, and affiliates, from any and all claims arising from or related to failure to pay taxes on merchant's TheVane's transactions.
Listing Description : By listing an item on TheVane you warrant that you and all aspects of the item comply with TheVane's published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your TheVane shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. Each listing must accurately and completely describe the item for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical.
Policies : All merchants are urged to outline policies for their TheVane account. These policies include, for example, shipping, returns, payment and selling policies. Merchants must create reasonable policies in good faith and must abide by such policies. All policies must comply with TheVane's site-wide policies. Merchants are responsible for enforcing their own reasonable policies. TheVane reserves the right to request that a merchant modify a policy.
Binding Sale : All sales are binding. The merchant is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner and not to exceed the stated shipment period or, if not stated, 15 days from the date the order is placed, unless there is an exceptional circumstance, such as: (a) the merchant has a family emergency or (b) the merchant is out of town. In the case of such a circumstance, merchant should communicate with TheVane in a reasonable and timely manner regarding the delay and provide an expected date for shipment. If the order is outside the estimated ship time with no proof of the order in transit, TheVane reserves the right to cancel and refund an order to the customer.
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