This Distribution Agreement (“Agreement”) is made and effective between Valet Seller (“Distributor”) and Customer (“Client”), the seller or owner of the below mentioned product(s) (“Product”).
1. Purpose. Distributor desires to secure from Client, and Client desires to provide to Distributor, a non-exclusive right (“Right”) to sell and distribute the Product outlined in Section 2 of this Agreement. The Right grants Distributor the ability to sell or distribute the Products by any lawful means, including but not limited to their sale through e-commerce marketplaces.
2. Description of the Product. General Merchandise (“Product”). Client warrants that they have all necessary rights to assign the Right and make this Agreement with Distributor.
3. Term. This Agreement shall be effective for one month (“Term”). Upon completion of the Term, this Agreement shall automatically renew for subsequent one month terms, unless terminated by actions pursuant Section 11 of this Agreement.
4. Payment. Client agrees to pay Distributor 10 percent of all Product sale or distribution revenues generated by Distributor. Client also agrees to pay the selling fees assessed by the Distributors selling channels. Client agrees to pay Distributor a subscription fee each month. Client agrees to pay Distributor the cost of all returned items and return postage. Distributor will promptly initiate the transfer of client’s remaining funds within the first 3 business days of every month via bank transfer, failing which the Client has the right to terminate this Agreement immediately.
5. Fulfillment. Client agrees to ship the orders within 48 business hours of receiving order notifications, failing which the Distributor has the right to terminate this Agreement immediately and hold funds indefinitely.
6. Marketing Material. Client will supply all images, descriptions and marketing material. Distributor may produce and use additional materials as needed.
a.) You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Agreement, including without limitation any User Content, that: (1) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (2) you know is false, misleading, untruthful or inaccurate; (3) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion; (4) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming"); (5) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; (6) impersonates any person or entity, including any of our employees or representatives; or (7) includes anyone's identification documents or sensitive financial information.
b.) You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Agreement or any activities conducted on the Agreement; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Agreement (or other accounts, computer systems or networks connected to the Agreement); (iv) run any form of auto-responder or "spam" on the Agreement; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site; (vi) harvest or scrape any Content from the Agreement; or (vii) otherwise take any action in violation of our guidelines and policies.
c.) You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Agreement (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Agreement, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
d.) If you use scripts, bots or any fraudulent means to obtain discounts, including but not limited to setting up fake accounts or creating more than one Account per household, those discounts will not be honored and Valet Seller may prosecute to the full extent of the law.
e.) We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
8. Best Efforts. Both parties agree to use all reasonable efforts to facilitate a growing and robust business relationship pursuant this Agreement. Distributor agrees to use their best efforts to increase sales volume, while Client agrees to use all reasonable efforts to provide adequate Product to fulfill any Distributor facilitated sale or distribution orders.
9. Most Favored Nation. Client agrees not to compete directly with Distributor, to include creating any alternative listing of the Product – whether alone or packaged with other products, on any e-commerce outlet already in use by Distributor, without the express consent of Distributor in writing. Distributor will not advertise or sell the Product at any price other than those provided in writing by Client.
10. Indemnity. Client maintains and assumes full responsibility for any liability arising from Distributor’s sale of the Product. Client indemnifies, defends and holds harmless Distributor and its members, directors, officers, employees and agents from any and all claims, demands, actions, suits and other losses resulting from Distributor’s sale or distribution of the Product. Client warrants it has all regulatory and legal authority to produce, sell and distribute the Product.
11. Termination. We may terminate your access to all or any part of the Agreement at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Agreement. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination. Valet Seller may temporarily deactivate your account at any time. In an effort to foster a trustworthy community and uphold the Terms of Service, your account may be deactivated during a review of Valet Seller’s accounts. As a result, you may not be able to access the platform, your account or content, or receive assistance from Valet Seller Customer Support. To reactivate your account in this case, please contact the Valet Seller team at email@example.com.
12. Severability. If any term of this Agreement is held by an appropriate court to be invalid or unenforceable, then this Agreement, including the remaining terms shall remain in effect.
13. Governing Law. This Agreement shall be governed in accordance with the laws of the United States and the State of New York, where Distributor is incorporated. Both parties consent to the exclusive jurisdiction of the State of New York and United States Federal courts.
14. Entire Agreement. This Agreement constitutes the entire agreement, and any modification must be in writing and signed by both parties.
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