SELLER AGREEMENT

      SELLER AGREEMENT

THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………

       BETWEEN

  1. [Your Marketplace Company Name], a [State/Country of Incorporation] corporation, with an address at [Insert Address] hereinafter referred to as (“Marketplace” or “Company”)

AND

2.[Seller’s Full Legal Name], with an address at [Insert Address] hereinafter referred to as (“Seller” or “Vendor”).

  1. PURPOSE:

3.1. This Agreement governs the terms and conditions under which the Seller shall be allowed to list, market, and sell their Products/Services on the Marketplace provided by the Company.

3.2. When you sell Products through the Services, you are considered a Seller, and you agree to the terms and conditions set forth in this Agreement.

  1. DEFINITIONS:

4.1. “Marketplace” refers to [Your Marketplace Name], an online platform owned and operated by the Company.

4.2. “Seller Account” means the individual account created by Seller on the Marketplace to list and sell their products/services.

4.3. “Products/Services” refers to the goods or services offered for sale by the Seller on the Marketplace.

  1. SELLER ACCOUNT:

5.1. Eligibility: To be eligible for a Seller Account, the Seller must be of legal age in their jurisdiction and capable of entering into legally binding contracts. The Seller agrees to provide accurate and complete information during the account registration process.

5.2. Account Security: The Seller is solely responsible for maintaining the confidentiality of their account credentials and shall promptly notify the Company of any unauthorized access or use of their account. You must also maintain the security of your account and notify us if you discover or suspect that someone has accessed your account without your permission.

  1. PRODUCT/SERVICE LISTINGS:

6.1. Listing Process: The Seller shall create accurate and detailed listings for their Products/Services, including product descriptions, images, pricing, and any applicable specifications or conditions.

6.2. Prohibited Items/Services: The Seller agrees not to list or sell any Products/Services that violate applicable laws, regulations, or the Company’s policies, including but not limited to counterfeit items, illegal substances, or products infringing on third-party intellectual property rights.

6.3. Authorization to Use Listing: By listing their Products/Services on the Marketplace, the Seller grants the Company a limited, non-exclusive, worldwide, royalty-free license to display, promote, and distribute their content solely for the purposes of operating the Marketplace.

6.4. Content Modification: The Company reserves the right to modify Product Listings at its sole discretion, subject to prior consultation with the Seller.

6.5. Listing Removal: The Company reserves the right to delete any Product Listings for any reason upon notice to the Seller.

  1. ORDER PROCESSING:

7.1. Payment and Fulfillment: The Seller shall be responsible for processing customer orders, including order confirmation, payment processing, and timely fulfillment of orders in accordance with the Company’s guidelines.

7.2. Shipping/Handling: If applicable, the Seller shall clearly state shipping and handling costs associated with their Products/Services.

7.3. Timely Shipping: All Sellers must ship Products within the agreed shipping time in the listings. If a Seller does not ship the Product within the provided timeline, the order will be automatically canceled, and the Buyer will be refunded to their original payment method, and the Seller’s account will not be credited for any canceled order.

7.4. Shipping Compliance: Sellers are responsible for the contents of their parcels and must comply with all terms and conditions of the applicable shipping carrier.

7.5. Refunds and Returns: Sellers shall abide by the Company’s refund and return policies and promptly address any customer concerns related to order cancellations, refunds, or returns.

  1. SELLER COMMISSION AND PAYMENT PROCESSING FEES:

8.1. Commission: In consideration for using the Marketplace, the Seller agrees to pay the Company a commission on the total transaction amount received by a Seller (including VAT, if any, and any applicable shipping costs) in respect of any sale of a Product through the Services.

8.2. Payment Processing Fee: 0to9 also charges a payment processing fee for each transaction processed by its third-party Payment Processors. The fee amount will be assessed on the total transaction amount, including shipping and tax (if applicable).

8.3. Modification of Fees: The Company reserves the right to modify the payment processing fee and commission rates at any time, subject to prior notice to the Seller.

8.4. Deduction of Commission: The commission will be deducted from the amount paid by a Buyer to the Seller through the Payment Processor applicable to that transaction.

  1. SELLER PAYOUTS AND REFUNDS:

9.1. Payout Timing: Except as otherwise set forth herein, Seller’s account will be credited with the amount equal to the purchase price, minus taxes, 0to9’s commission, labels costs (if applicable), and any applicable fees no later than three (3) calendar days after the tracking information indicates that the product has been delivered to the Buyer.

9.2. Delayed Payout: Notwithstanding anything to the contrary herein, 0to9 may hold on crediting a Seller account for a period necessary for 0to9 to determine that a product has actually been delivered to resolve a buyer-initiated claim.

9.3. Seller Redemption: Seller may redeem credited amounts through 0to9’s permitted third-party Payment Processors.

9.4. Refunds and Unfulfilled Shipment: In the event 0to9 determines that a shipment was not fulfilled (0to9 determines that the product shipped is not as described on the product listing), Seller is required to provide a full refund, including shipping fees, to the applicable Buyer.

  1. BUYER DATA:

10.1. Independent Controllers: You (as a Seller) and 0to9 are independent controllers of Buyer data. To the fullest extent permitted by the laws of the European Economic Area (“EEA”) and the UK, we are considered separate and independent data controllers of the personal information of Buyers.

10.2. Compliance with Data Protection Laws: Sellers must comply with applicable data protection laws with respect to a Seller’s collection, use, and processing of Buyer data. The Seller shall be solely responsible for the collection, use, and processing of any personal data related to Buyer transactions.

  1. SELLER OBLIGATIONS:

11.1. Product Quality: The Seller shall ensure that all Products/Services listed on the Marketplace meet the highest quality standards, are free from defects, and comply with all applicable laws and regulations.

11.2. Customer Service: The Seller agrees to provide excellent customer service to buyers, promptly responding to inquiries, addressing concerns, and facilitating efficient post-sale support.

11.3. Compliance with Laws: The Seller shall comply with all relevant laws, regulations, and industry standards governing the sale of their Products/Services on the Marketplace.

  1. INDEMNIFICATION:

12.1. Seller’s Indemnification: The Seller shall indemnify, defend, and hold the Company harmless from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to

(i) The Seller’s use of the Marketplace,

(ii) The sale of their Products/Services, or

(iii) Any breach of this Agreement.

12.2. Company’s Indemnification: The Company shall indemnify, defend, and hold the Seller harmless from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to any breach of this Agreement by the Company.

  1. TERMINATION:

13.1. Termination for Convenience: Either party may terminate this Agreement at any time by providing [30/60 days] written notice to the other party.

13.2. Termination for Cause: If either party breaches a material provision of this Agreement, the non-breaching party may terminate the Agreement immediately by providing written notice to the breaching party.

13.3. Consequences of Termination: Upon termination of this Agreement, the Seller shall promptly cease using the Marketplace, and any outstanding obligations, including unpaid fees and customer orders, shall remain valid and enforceable.

  1. CONFIDENTIALITY:

14.1. Confidential Information: During the course of this Agreement, both parties may receive confidential information from each other. The receiving party agrees to treat such information as strictly confidential and not to disclose it to any third party without the disclosing party’s prior written consent.

14.2. Exceptions: The confidentiality obligations shall not apply to information that

(i) Is already in the public domain,

(ii) Becomes publicly available without a breach of this Agreement, or

(iii) Is required to be disclosed by law.

  1. DISPUTE RESOLUTION:

15.1. Negotiation: In the event of any dispute arising from or related to this Agreement, the parties shall first attempt to resolve the dispute amicably through good-faith negotiations.

15.2. Mediation/Arbitration: If the parties are unable to reach a resolution through negotiation, they agree to pursue non-binding mediation or binding arbitration, as agreed upon by both parties.

  1. GOVERNING LAW AND JURISDICTION:

16.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles.

16.2. Jurisdiction: Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the courts of [City, State/Country], and the parties hereby submit to the personal jurisdiction of such courts.

  1. AMENDMENTS:

17.1. Amendment in Writing: Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

  1. ENTIRE AGREEMENT:

18.1. Entire Agreement: This Agreement constitutes the entire understanding between the parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements, whether oral or written.

  1. ASSIGNMENT:

19.1. Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party, except in the case of an assignment to an affiliate or successor of the assigning party.

  1. WAIVER:

20.1. Waiver: The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or the right to enforce it in the future.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Signed by or on behalf of:

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING

MARKETPLACE OR COMPANY                           SELLER OR VENDOR

NAME:                                                           NAME:

_______________________________               ___________________________

SIGNATURE:                                                   SIGNATURE:

_______________________________               ___________________________

DATE:                                                            DATE:

_______________________________               ___________________________

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