Marketplace Service Terms
Selling on MyVerte Marketplace (“MyVerte”) is a Service that allows you to offer for sale certain of your Products directly on the MyVerte Site.
These MyVerte Service Terms are part of the Project Verte Satisfillment Services Agreement (the “Agreement”) and unless specifically provided otherwise, concern and apply only to your participation in the MyVerte Service. All capitalized terms used herein but not otherwise defined will have the meanings ascribed to such terms in the Agreement.
BY REGISTERING FOR OR USING THE MYVERTE SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE MYVERTE SERVICE TERMS.
- Your Product Listings and Orders.
- Products and Product Information. You will provide in the format we require accurate and complete the Required Product Information for each of your Products that you offer through any Verte Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Company Materials, Company Products (including packaging) and your offer and subsequent sale of any of the same on any Verte Site comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Standard Operating Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on any Verte Sites; or provide any URL Marks for use, or request that any URL Marks be used, on any Verte Site. If you offer a product for sale on a Verte Site that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide us with such warning in the manner specified in our Standard Operating Policies, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our 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 Listing; Merchandising; Order Processing. We will enable you to list your Products on a particular Verte Site, and conduct merchandising and promote your Products as permitted by us. We may use mechanisms that rate, or allow shoppers to rate, your Products and your performance as a Vendor and Verte may make these ratings and feedback publicly available. We will provide Order Information to you for each order of your Products through the applicable Verte Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these MyVerte Service Terms. We may permit certain buyers to place invoiced orders for your Products, in which case remittance of Sales Proceeds may be delayed according to each buyer’s invoicing terms. You will accept and fulfill invoiced orders in the same manner as you accept and fulfill non-invoiced orders, except as otherwise provided in these MyVerte Service Terms.
- Shipping and Handling Charges. For your Products ordered by buyers on or through a Verte Site that are not fulfilled using the Fulfillment by Project Verte Services, you will determine the shipping and handling charges subject to our Standard Operating Policies. When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling. Please refer to the Fulfillment by Project Verte Service Terms for your Products that are fulfilled using the Fulfillment by Project Verte Services.
- Credit Card Fraud and Unpaid Invoices. You will bear the risk of (a) credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with your Transactions, and (b) late payments or defaults by buyers in connection with invoiced orders for your Products. In an effort to reduce credit card fraud or late payments or defaults we may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop, and/or cancel any of your Transactions. You will stop or cancel orders of your Products if we ask you to do so. If you have already transferred your Products to a carrier or shipper when we ask you to stop or cancel an order, you will use commercially reasonable efforts to stop or cancel delivery of that order. You will refund any buyer (in accordance with Section 2.2) that has been charged for an order that we stop or cancel.
- Sale and Fulfillment; Refunds and Returns.
- Sale and Fulfillment. Other than as described in the Fulfillment by Project Verte Service Terms for each Verte Site for which you register or use the MyVerte Service, you will: (a) source, offer, sell and fulfill your Products, and source and, offer and sell your Verte-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these MyVerte Service Terms, and all terms provided by you or us and displayed on the applicable Verte Site at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements and ship each of your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel your Transactions as permitted pursuant to your terms and conditions appearing on the applicable Verte Site at the time of the applicable order or as may be required under this Agreement; (e) provide to Verte information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (f) ensure that you are the Vendor of each of your Products; (g) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of your Products; (h) identify yourself as the Vendor of each of your Products on all packing slips or other information included or provided in connection with your Products and as the Person to which a buyer may return the applicable product; and (h) except as expressly permitted by this Agreement, not send buyers emails confirming orders or fulfillment of your Products. If any of your Products are fulfilled using the Fulfillment by Project Verte Service, the Fulfillment by Project Verte Service Terms for the applicable Verte Site will apply to the storage, fulfillment, and delivery of such Verte-Fulfilled Products.
- Cancellations, Returns, and Refunds. The Verte Refund Policies for the applicable Verte Site will apply to Your Products. Subject to Section 6, for any of Your Products fulfilled using the Fulfillment by Project Verte Services, you will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with the MyVerte Service Terms and the Verte Refund Policies for the applicable Verte Site, using functionality we enable for your account. Without limiting your obligations, we may, in our sole discretion, accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of buyers. You will route any payments to buyers in connection with your Transactions through Verte. We will make any payments to buyers in the manner we determine, and you will reimburse us for all amounts we pay.
- Problems with your Products.
- Delivery Errors and Nonconformities; Recalls. You are solely responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of your Products, except to the extent caused by: our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of your Products that are fulfilled using the Fulfillment by Project Verte Service, if any, the Fulfillment by Project Verte Service Terms for the applicable Verte Site will apply to non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of those of your Products. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of your Products or other products provided in connection with your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of your Products or other products provided in connection with your Products.
- Guarantee and Chargebacks. If we inform you that we have received or initiated a claim on a particular Verte Site, or any chargeback or other dispute, concerning one of your Transactions, you will deliver to us in a format and manner we specify: (a) proof of fulfillment of your Product(s) (as applicable); (b) the applicable Verte order identification number; (c) a description of your Product(s) (as applicable); and (d) any terms provided by you or us and displayed on the Verte Site at the time of the transaction in question. If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payments section of this MyVerte Service Terms for the amount of the buyer purchase (including the purchase price, all associated shipping and handling charges and all taxes, but excluding all associated credit card association, bank, or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates).
- Parity with Your Sales Channels.
Subject to this Section 4, you are free to determine which of your Products you wish to offer on a particular Verte Site. You will maintain parity between the products you offer through your sales channels and the products you list on any Verte Site by ensuring that: (a) the purchase price and every other term of offer or sale of your Product (including associated shipping and handling charges, Shipment Information, any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable cancellation, return and refund policies) is at least as favorable to Verte Site users as the most favorable terms upon which a product is offered or sold via your sales channels (excluding consideration of Excluded Offers); (b) buyer service for your Products is at least as responsive and available and offers at least the same level of support as the most favorable buyer services offered in connection with any of your sales channels (this requirement does not apply to buyer service for payment-related issues on your Transactions, which we will provide); and (c) the Content, product and service information, and other information under Section 1.a) regarding your Products that you provide to us is of at least the same level of quality as the highest quality information displayed or used in your sales channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected buyers by making appropriate refunds to them in accordance with Section 2.b). For Verte-Fulfilled Products, if the shipping and handling charges associated with the sale and fulfillment of any of your Products offered on an Verte Site are included (and not separately stated) in the item price listed for your Product (collectively a “Shipping Inclusive Purchase Price”), then the parity obligation in (a) above will be satisfied if the Shipping Inclusive Purchase Price and each other term of offer or sale for the product on the Verte Site are at least as favorable to Verte Site users as the purchase price and each other term of offer or sale for the product (including any and all separately stated shipping and handling charges) pursuant to which the product or service is offered or sold via any of your sales channels.
- Fees for Services.
You will pay us: (a) the applicable Service Fee; (b) if applicable, the non-refundable MyVerte Member Subscription Fee; and (c) any other applicable fees described in these MyVerte Service Terms (including any applicable Standard Operating Policies). The “MyVerte Member Subscription Fee” means the fee specified as such on the MyVerte Fee Schedule for the applicable Verte Site at the time such fee is payable. With respect to each of your Transactions: (i) “Sales Proceeds” has the meaning set out in this MyVerte Service Terms (ii) and (ii) “Service Fee” means the applicable fee based on the Sales Proceeds from your Transaction(s) through the applicable Verte Site specified on the MyVerte Fee Schedule for that Verte Site at the time of your Transaction.
- Remittance of Sales Proceeds & Refunds.
Except as otherwise stated in these MyVerte Service Terms, we will remit to you your available balance on a weekly (7 day) (or at our option, more frequent) basis. For each remittance, your available balance is equal to any Sales Proceeds not previously remitted to you as of the applicable Remittance Calculation Date (which you will accept as payment in full for Your Transactions), less: (a) the Service Fee; (b) the non-refundable MyVerte Member Subscription Fees, if applicable; (d) any other applicable fees described in this MyVerte Service Terms (including any applicable Standard Operating Policies); (e) any amounts we require you to maintain in your account balance pursuant to the MyVerte Service Terms and applicable Standard Operating Policies; and (f) any taxes that Verte automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the Tax Policies.
We may establish a reserve on your account based on our assessment of risks to Verte or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.
When you either initially provide or later change your bank account information, the Remittance Calculation Date may be deferred by up to fourteen (14) days. If you refund money to a buyer in connection with one of your Transactions, and the refund is routed through Verte, on the next available Remittance Calculation Date we will refund to you the amount of the Service Fee paid by you to us attributable to the amount of the buyer refund (including refunded taxes and customs duties only to the extent specified in the applicable Tax Policies). We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you. “
Net Sales Proceeds from non-invoiced orders will be credited to your available balance when they are received by us or our Affiliates. Sales Proceeds from invoiced orders will be credited to your available balance: (a) if you have elected in advance to pay a fee to accelerate remittance of Sales Proceeds from invoiced orders, on the day all of your Products included in an invoiced orders are shipped; or (b) otherwise, no later than the seventh day following the date that an invoiced order becomes due.
We do not pay the you until buyers have received the Products they ordered, and if we determine that your account has been used to engage in fraud or other illegal activity, remittances and payments might be withheld or forfeited.
- Control of Verte Sites.
We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Verte Sites, including by redesigning, modifying, removing, or restricting access to any of them, and by suspending, prohibiting, or removing any listing.
- Effect of Termination.
Upon termination of these MyVerte Service Terms in connection with a particular Verte Site, all rights and obligations of the Parties under these MyVerte Service Terms with regard to such Verte Site will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
Selling on MyVerte Marketplace Definitions
“Excluded Offer” means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through a particular Verte Site but that we do not honor or support (but only until such time as we honor or support the same on such Verte Site); or (b) make available solely to third parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) have affirmatively elected and opted-in to participate in your or one of your Affiliates' membership-based buyer loyalty or buyer incentive programs.
“Expected Ship Date” means, with respect to any of your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the buyer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that your Product is in a product category that Verte designates as requiring shipment within two (2) business days, that is two (2) business days after the date on which the relevant order is placed by the buyer.
“Purchase Price” means the total amount payable or paid for your Product (including taxes and shipping and handling charges only to the extent specified in the applicable Tax Policies).
“Remittance Calculation Date” is the date that is two (2) business days prior to the date of remittance.
“Required Product Information” means, with respect to each of your Products in connection with a particular Verte Site, the following (except to the extent expressly not required under the applicable Standard Operating Policies): (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as Verte may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Verte from time to time); (d) categorization within each Verte product category and browse structure as prescribed by Verte from time to time; (e) digitized image that accurately depicts only Your Product, complies with all Verte image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of your Product; (i) any Vendor requirements, restocking fees or other terms and conditions applicable to such product that a buyer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) the state or country your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of your Products).
“Vendor” means the company that offers a Product for sale on the MyVerte marketplace.
“Verte-Fulfilled Products” means any of your Products that are fulfilled using the Fulfillment by Project Verte Service.
“Verte Refund Policies” means the return and refund policies published on the applicable Verte Site and applicable to products and services offered via that Verte Site.
“Third Party-Fulfilled Products” means any of your Products that are not fulfilled using the Fulfillment by Project Verte Service.
“Shipment Information” means, with respect to any of y our Products, the estimated or promised shipment and delivery date.
“URL Marks” means any Trademark, or any other logo, name, phrase, identifier, or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a top level domain (e.g., dot com, dotcom, net, or com).
“Transaction(s)” as used in these MyVerte Service Terms means any and all such transactions through selling on MyVerte Marketplace only.
“Sales Proceeds” means the gross proceeds from any of the Transactions, including (a) all shipping and handling, gift wrap and other charges; (b) taxes and customs duties to the extent specified in the applicable Tax Policies; and (c) in the case of invoiced orders, any amounts that customers fail to pay to us or our Affiliates on or before the applicable invoice due date.