VENDOR ACCOUNT. Vendor will receive a Vendor Account on the Source2050.com website (“Source 2050 Marketplace”) that will allow Vendor to upload new Products, view and respond to support requests and orders, and see other account information. With regard to the Vendor Account, Vendor hereby agrees to the following:
Vendor Contact Information. Vendor will complete and keep up to date all required Vendor Account information, including the email addresses, phone numbers, and other contact information for all persons responsible for its relationship with Source
Vendor Banking Information. Vendor will complete all requested financial information on the Source 2050 Vendor Account, including valid bank account and credit card information. Vendor will use only a name it is authorized to use and will update all of the information provided as necessary to ensure that it at all times remains accurate, complete, and valid. Vendor authorizes Source 2050 (and will provide documentation evidencing its authorization upon request) to verify Vendor’s information (including any updated information), to obtain credit reports about Vendor from time to time, to obtain credit authorizations from the issuer of Vendor’s Credit Card, and to charge Vendor’s Credit Card or debit Vendor’s Bank Account for any sums payable to Source 2050 by Vendor (in reimbursement or otherwise). All payments to Vendor will be remitted to Vendor’s Bank Account through a banking network, Stripe or by other means specified by Source 2050.
Best Pricing. Vendor agrees that the pricing it sets for each of its Products on the Source 2050 Marketplace will be the best (lowest) price for which it offers those Products or permits those Products to be sold through any other outlet, including but not limited to its own website, other online e-commerce sites and brick and mortar retailers. If Vendor provides bulk, volume, wholesale or other discounts or rebates through any other outlet, it will offer and honor that same pricing through the Source 2050 Marketplace. Likewise, Vendor’s shipping and handling costs charged through the Source 2050 Marketplace will be no greater than those charged for other online transactions.
Accuracy in Description. Vendor will ensure that it completes all required information accurately for every product, including but not limited to Product Category, Sub-category, pricing, shipping, certifications, approvals and all attributes and specifications. Vendor will also submit all Product brochures, photos, instructions, and any other requested collateral (“Materials”) in the requested format. Vendor will immediately update any Product information that changes after the Product is onboarded, including pricing, shipping and lead times. Source 2050 reserves the right to refuse to publish or to remove any Products that fail to comply with the above.
Accuracy of Shipping & Handling Time & Costs. Vendor agrees to comply with all listed shipping lead times, carrier times, and costs related to the shipping and handling of all products listed and sold through the Source 2050 Marketplace. Vendor will honor such information for all products sold while such information was posted. Vendor may change such information at any time so long as it does not apply any such changes to products sold before such changes.
Custom Orders; Non-Circumvention. Where Vendor makes a Product available in custom configurations, such as size, color or finishing, Vendor will conduct all correspondence regarding such order through its Source 2050 Vendor Account and will complete the final order through the Source 2050 Marketplace. Any attempt by Vendor to complete directly with a customer any transaction that originates on the Source 2050 Marketplace, whether or not a custom order, may be considered a material breach of the terms of this Agreement subject to suspension or termination of this Agreement and removal of Vendor from the Source 2050 Marketplace if not remedied to the satisfaction of Source 2050.
Compliance. Vendor will ensure that its Products (including packaging) and its offer and subsequent sale of any of the same on the Source 2050 Marketplace comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials. If Vendor offers a product for sale that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”), Vendor (a) will provide Source 2050 with such warning in the manner requested, (b) agree that Source 2050’s display of a Proposition 65 Warning on a product detail page is confirmation of its receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required.
Product Reviews. Vendor understands that Source 2050 will allow its customers to leave reviews of Products purchased through the Source 2050 marketplace. Vendor will be able to respond to any reviews of its products through the same. Source 2050 retains the right to review all reviews and Vendor responses, as well as the right to not publish or remove any reviews or responses it in its sole discretion deems inappropriate or at odds with Source 2050’s mission. Vendor also understands that Source 2050 may solicit from Vendor case studies, project profiles, testimonials, and other documents related to Vendor’s Products to be published on the Source 2050 website, which are also considered Materials hereunder, and Vendor agrees to provide such Materials as are requested.
Payment, Source 2050 Commission. Source 2050 will remit to Vendor through the bank account information provided the purchase price of all Products sold through the Source 2050 Marketplace less the applicable Source 2050 Commission for that product or products, as provided in the Vendor Agreement, and any sales or other taxes as Source 2050 may notify Vendor it is required to withhold (“Net Proceeds”).
Fulfillment. Vendor will (a) be solely responsible for the fulfilment, packaging, shipment and delivery of all Products sold through the Source 2050 Marketplace, and bear all risk for those activities; (b) package each product in a commercially reasonable and ecological responsible manner complying with all applicable packaging and labeling requirements and ship each Product within its published lead time; (c) retrieve order information at least once each business day; (d) only cancel transactions as permitted pursuant to its published terms and conditions at the time of the applicable order or as may be required under this Agreement; (e) provide fulfilment, shipping, and delivery status, including tracking numbers, to the customer through its Source 2050 Vendor Account; (f) provide to Source 2050 information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by Source 2050; (g) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment; (h) identify Vendor as the seller of each of Vendor’s packing slips or other information included or provided in connection with its Products and as the location to which a customer may return the applicable product; and (i) not send customers emails confirming orders or fulfillment of its Products.
Delivery Errors, Non-Conformity and Recalls. Vendor is responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of Vendor’s Products. Vendor is also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Vendor’s Products or other products provided in connection with Vendor’s Products. Vendor will notify Source 2050 promptly as soon as Vendor has knowledge of any public or private recalls, or safety alerts of Vendor’s Products or other products provided in connection with Vendor’s Products.
Returns. If Vendor refunds money to a customer in connection with the sale of a Product through the Source 2050 Marketplace and the refund is routed through Source 2050, Source 2050 will refund to Vendor the amount of the Commission earned by Source 2050 on the Product sale being refunded (including refunded taxes and customs duties applicable).
Chargebacks. Where a customer disputes, cancels, or otherwise attempts to reverse a payment for Products, if Source 2050 determines that such reversal was due to Vendor’s Products’ non-compliance with its published descriptions, Vendor’s failure to comply with its published lead time and shipping information, or otherwise a result of Vendor’s non-compliance with this Agreement or its expected good faith conduct of business on the Source 2050 Marketplace, Source 2050 will hold Vendor liable for the Customer’s and Source 2050’s costs and expenses related thereto, and may institute a suspension of the Vendor from the Source 2050 Marketplace until it has shown that it has taken appropriate measures to ensure that such a dispute will not arise again. Failure to do so may result in the termination of this Agreement and permanent removal of Vendor from the Source 2050 Marketplace.
Reserves. From time to time Source 2050 may establish a reserve on Vendor’s account based on its assessment of risks to Source 2050 or third parties posed by Vendor’s actions or performance, and Source 2050 may modify the amount of the reserve from time to time at its sole discretion.
Violations. If Source 2050 determines that Vendor’s actions or performance may result in returns, chargebacks, claims, disputes, violations of its terms or policies, or other risks to Source 2050 or third parties, then Source 2050 may in its sole discretion withhold any payments to Vendor for as long as it determines any related risks persist. For any amounts Source 2050 determines Vendor owes to Source 2050, Source 2050 may (a) charge Vendor’s Credit Card or any other payment instrument Vendor provide to us; (b) offset any amounts that are payable by Vendor to Source 2050 (in reimbursement or otherwise) against any payments Source 2050 may make to Vendor or amounts Source 2050 may owe Vendor; (c) invoice Vendor for amounts due to Source 2050, in which case Vendor will pay the invoiced amounts upon receipt; (d) reverse any credits to Vendor’s Bank Account; or (e) collect payment or reimbursement from Vendor by any other lawful means. If Source 2050 determines that Vendor’s account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate its Program Policies, then Source 2050 may in its sole discretion permanently withhold any payments to Vendor. In addition, Source 2050 may require that Vendor pay other amounts to secure the performance of Vendor’s obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of its terms or policies, or other risks to Source 2050 or third parties. These amounts may be refundable or nonrefundable in the manner Source 2050 determines, and failure to comply with terms of this Agreement may result in their forfeiture.
Limits. As a security measure, Source 2050 may, but is not required to, impose transaction limits on some or all customers and Vendors relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. Source 2050 will not be liable to Vendor if Source 2050 does not proceed with a transaction or disbursement that would exceed any limit established by Source 2050 for a security reason.
SUPPORT. Vendor will monitor and respond to all product support requests from Source 2050 customers in a timely manner and in compliance with whatever terms it publishes. This obligation includes being available to respond to any Chat conversations initiated by customers during the business hours Vendor has posted in the Chat function through its Source 2050 Vendor Account, and responding to any post-sale support requests by Chat, email, or telephone within an hour during normal business hours.
LICENSE. Vendor grants Source 2050 a royalty-free, non-exclusive, worldwide right and license for the duration of Vendor’s original and derivative intellectual property rights to use any and all of Vendor’s Materials on the Source 2050 Marketplace and in other publications, social media, and other channels related to Source 2050 and the promotion, marketing and advertising therefor; provided, however, that Source 2050 will not alter any of Vendor’s Trademarks from the form provided (except to re-size logos and graphics to the extent necessary for presentation, so long as the relative proportions remain the same) and will comply with Vendor removal requests as to specific uses of Vendor Materials (provided Vendor is unable to do so using standard functionality made available to it; provided further, however, that nothing in this Agreement will prevent or impair Source 2050’s right to use Vendor’s Materials without its consent).
TERMINATION; BREACH. If Vendor engages in any activity constituting a material breach of this Agreement or any subsequent agreements between Vendor and Source 2050, Vendor may, in its sole discretion, institute any or all of the following actions:
Immediately terminate this Agreement and remove Vendor’s Products from the Source 2050 Marketplace;
Temporarily remove Vendor’s Products from the Source 2050 Marketplace and suspend Vendor’s account until it remedies whatever actions Source 2050 has determined to be a material breach of this agreement;
Recover any commissions or other payments due to Source 2050, including from any transactions that were conducted to circumvent the same, by deducting such amounts from any balance due to Vendor or by charging Vendor’s bank account or credit card for the same; and
Remove or suspend any promotion or advertising assets that Vendor has running on the Source 2050 Marketplace or affiliate social media accounts or websites.
Vendors’ Indemnification Obligations. Vendor will defend, indemnify, and hold harmless Source 2050 and its officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) Vendor’s non-compliance with applicable Laws; (b) Vendor’s Products, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, Vendor’s materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) Vendor’s taxes and duties or the collection, payment, or failure of Vendor to collect or pay taxes or duties, or to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations Vendor has made.
Source 2050’s Indemnification Obligations. Source 2050 will defend, indemnify, and hold harmless Vendor and its officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) Source 2050’s non-compliance with applicable Laws; or (b) allegations that the operation of the Source 2050 Marketplace infringes or misappropriates that third party’s intellectual property rights.
Process. If any indemnified Claim might adversely affect Source 2050, it may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at Source 2050’s expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
LIMITATION OF LIABILITY. SOURCE 2050’S SITES AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, VENDOR USES THEM AT ITS OWN RISK. EXCEPT THOSE SET FORTH ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SOURCE 2050 AND ITS AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM SOURCE 2050’s NEGLIGENCE. SOURCE 2050 DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS WEBSITE AND SERVICES WILL MEET VENDOR’S REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND SOURCE 2050 WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
BECAUSE SOURCE 2050 IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND VENDORS, IF A DISPUTE ARISES BETWEEN THEM, EACH RELEASES SOURCE 2050 (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
SOURCE 2050 WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO VENDOR OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY VENDOR OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SOURCE 2050 HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, SOURCE 2050’s AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY VENDOR TO SOURCE 2050 IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
REPRESENTATIONS & WARRANTIES. Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.
INSURANCE. Vendor will maintain at Vendor’s expense throughout the term of this Agreement commercial general, umbrella or excess liability insurance providing commercially reasonable per occurrence and in aggregate coverage for liabilities caused by or occurring in conjunction with the operation of Vendor’s business, including products, products/completed operations and bodily injury, with policy(ies) naming Source 2050 as additional insureds. At its request, Vendor will provide Source 2050 certificates of insurance for the coverage. Vendor will also update such insurance to comply with any minimum coverage amounts Source 2050 may require from time to time at its sole discretion.
TAX MATTERS. As between the parties, Vendor will be responsible for the collection, reporting, and payment of any and all of Vendor’s Taxes, except to the extent that (i) Source 2050 automatically calculates, collects, or remits taxes on Vendor’s behalf according to applicable law; or (ii) Source 2050 expressly agrees to receive taxes or other transaction-based charges on Vendor’s behalf in connection with tax calculation services made available by Source 2050 and used by Vendor. All fees and payments payable by Vendor to Source 2050 under this Agreement are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and Vendor will be responsible for paying Source 2050 any of Vendor’s Taxes imposed on such fees and any deduction or withholding required on any payment.
CONFIDENTIALITY AND PERSONAL DATA. During the course of Vendor’s use of the Source 2050 Marketplace, Vendor may receive Confidential Information. Vendor agrees that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain Source 2050’s exclusive property; (b) Vendor will use Confidential Information only as is reasonably necessary for Vendor’s participation on the Source 2050 Marketplace; (c) Vendor will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) Vendor will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) Vendor will retain Confidential Information only for so long as its use is necessary for participation on the Source 2050 Marketplace or to fulfill Vendor’s statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict Vendor’s right to share Confidential Information with a governmental entity that has jurisdiction over Vendor, provided that Vendor limits the disclosure to the minimum necessary and explicitly indicates the confidential nature of the shared information to the governmental entity. Vendor may not issue any press release or make any public statement related to the Source 2050 Marketplace, or use its name, trademarks, or logo, in any way (including in promotional material) without its advance written permission, or misrepresent or embellish its relationship with Source 2050 in any way. Vendor may only use the “Available at Source 2050” badge as defined in and according to the terms Source 2050 may promulgate therefor (“Source 2050 Trademark Usage Policy”); Vendor may not use Source 2050’s name, trademarks, or logos in any way (including in promotional material) not covered by the Source 2050 Trademark Usage Policy without its advance written permission.
Force Majeure. Source 2050 will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond its reasonable control.
Suggestions and Other Information. If Vendor elects to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to Source 2050 in connection with or related to the Source 2050 Marketplace, Source 2050 will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect its systems and customers, or to ensure the integrity and operation of its business and systems, Source 2050 may access and disclose any information Source 2050 considers necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If Source 2050 makes suggestions to Vendor, Vendor is responsible for any actions Vendor takes based on those suggestions.
Modification. This Agreement represents the entire agreement between the parties with respect to the Source 2050 Marketplace and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings. This Agreement may not be modified by Vendor except in a writing executed by both Parties. Source 2050 will provide Vendor at least 15 days’ advance notice of any changes or modifications it will make to this Agreement and Vendor’s continued use of the Source 2050 Marketplace after the effective date of any change to this Agreement will constitute Vendor’s acceptance of that change. If any so-noticed change is unacceptable to Vendor, Vendor agrees to cancel its Vendor Account.
Export. Vendor will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.
Governing Law. This Agreement and any disputes arising thereunder shall be governed by the Laws of the State of New York without reference to the forum and venue selection laws thereof, and the courts of the New York in Manhattan and Brooklyn will have sole jurisdiction over any such dispute.
Waiver & Construction. No waiver by either Party of any breach hereof will be deemed a waiver of any preceding or succeeding breach hereof. Every provision of this Agreement will be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision will be deemed severed from this Agreement, and all other provisions will remain in full force and effect.