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BRAND TERMS OF SERVICE FOR TRADA SERVICES (US)

Thank you for selecting the Services offered by Intuit Inc. and/or its subsidiaries and affiliates, and your interest in becoming a Brand. Review these Brand Terms of Service for Services (“Brand Terms”) thoroughly. These Brand Terms, together with the Intuit Terms of Service for Trada Services ("Terms of Service") and the Trada Privacy Statement and other policies and documents incorporated or referenced herein and therein, govern your use of the Services as a Brand, including your sale of goods through the Services. You hereby acknowledge and agree to the terms set forth below. If you do not agree to these Brand Terms, then you may not use the Services as a Brand. Capitalized terms used herein but not defined shall have the meanings given to them in the Terms of Service.


1. ACCOUNT REGISTRATION – BRAND ACCOUNT

Please refer to Sections B.2 and B.3 of the Terms of Service for information on how to sign-up for a Brand Account.

2. ALLOCATION OF RESPONSIBILITIES; QUALITY STANDARDS

2.1 Our Responsibilities. We are responsible for hosting your Store (as defined below), processing payments (including covering certain processing and shipping costs as further described in these Brand Terms and the Trada Payment Terms), and receiving orders for your products from Retailers, each as described in more detail in these Brand Terms.

2.2 Brand Responsibilities. Outside of our responsibilities described in Section 2.1 above, you are otherwise responsible for all activity that occurs in connection in your Brand Account, including but not limited to making goods available via your Store, fulfilling orders (including shipping goods), addressing customer complaints and returns, and maintaining applicable insurance.

When a Retailer makes a purchase from a Brand via the Services, they trust that they will receive their order in a timely manner, their goods will be as described in the applicable listing, and they’ll be provided with a positive customer service experience. Therefore, as a Brand, we expect you to:

  • Set realistic expectations with accurate listing descriptions and images, and in accordance with our Trada Product Guidelines
  • Timely accept or cancel orders from Retailers
  • Prepare and ship orders within your chosen processing times and “ship by” dates, and in accordance with these Brand Terms
  • Respond to Retailers’ messages promptly with resolution-focused customer service
  • Process returns and refunds in accordance with these Brand Terms
  • Treat Retailers and fellow Brands with respect and courtesy

If you fail to adhere to these quality standards, we reserve the right to temporarily suspend or permanently terminate your Brand Account.

3. STOREFRONT TERMS APPLICABLE TO BRANDS

3.1 Each Brand has its own dedicated store page on the website featuring its products (including descriptions and other pertinent information) (each, a “Store”).

  1. Store Creation. We will create your Store with the information you provide. You may make changes to certain Content displayed on the Store, such as product information (e.g. names, descriptions, tags) and store details (e.g. Store name, location, photographs, business information) by submitting requests to support@tradamarket.com. You agree to provide accurate, current and complete information during the Store creation process and to update such information to keep it accurate, current and complete, including with respect to Content displayed on the Store. You agree that we may adjust, edit or remove Content you submit in order to comply with our internal specifications and requirements. We reserve the right to approve the final look and feel of your Store in its sole discretion. To have us create your Store, you may be required to provide additional information and Content related to your products, and we may ask for additional information as needed.
  2. Responsibility for Conduct. You understand that you are solely responsible for the Content you display in your Store. You are responsible for your item inventory, shipment, and compliance with all applicable laws and regulations.
  3. Intellectual Property Rights. We respect the intellectual property rights of others and expect that you do the same. The Services include a marketplace of Brands who manage and control their own Stores. Content uploaded on the Services is generated by each Brand, who is an independent seller, and who is not an employee, agent, or representative of us. Our users of the Services are responsible for ensuring they have all necessary rights to the Content and that they are not infringing or violating any third party’s intellectual property rights by posting and/or displaying it on their Store.
  4. Content Removal. We do not pre-screen materials that are available via Stores. Although we have no obligation to monitor any Stores, We may do so and may remove any Stores or Content if we believe they may be (or are alleged to be) in violation of any applicable laws, regulations, or this Agreement, or are otherwise objectionable or offensive, in each case as determined in our sole discretion.
  5. Store Design Templates. We or our licensors own all right, title and interest in and to any Store design templates made available to Brands and any modifications thereto. Until the termination of this Agreement with respect to your use of the Services and as long as you comply with this Agreement, we grant to you a personal, limited, non-exclusive, non-transferable right and license to use any Store design templates made available to you solely to make your Store available via the Services. You agree not to enforce, against us or any third party, any rights you may obtain in any modifications, improvements or derivative works created by you or on your behalf of the store design templates.
4. SOCIAL MEDIA SITES; USE OF PRODUCT RELATED CONTENT BY RETAILERS

As a Brand, you may link certain of your social media accounts to your Brand Store (collectively, “Social Media Accounts”). You represent that you are entitled to grant us access to, or otherwise make available, your Social Media Accounts and the content therein for the purposes described herein, without breach by you of any of the terms and conditions that govern your use of the applicable Social Media Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by such social media service providers. Depending on the Social Media Accounts you choose and subject to the privacy settings that you have set in such Social Media Accounts, personally identifiable information that you post to your Social Media Accounts will be available on and through your Brand Account on the Services.

Please note that if a Social Media Account or associated service becomes unavailable for any reason, then the Social Media Account Content that was available from such Social Media Account will no longer be available on and through the Services. You have the ability to unlink your Social Media Accounts from your Brand Account, at any time, within the Brand Portal. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SOCIAL MEDIA SERVICE PROVIDERS ASSOCIATED WITH YOUR SOCIAL MEDIA ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SOCIAL MEDIA SERVICE PROVIDERS. We make no effort to review any Social Media Account Content for any purpose, including for accuracy, legality or non-infringement and we are not responsible for any Social Media Account Content. Without limiting the foregoing or Section B.7 of the Terms of Service , we may at any time and without prior notice, screen, remove, disable or block any Social Media Account Content that in our sole judgment violates these Brands Terms or the Agreement or is otherwise objectionable.

You acknowledge and agree that we and Retailers who purchase goods from you via the Services may use your product and other Brand related content when selling such purchased goods through other channels, including but not limited to product images and information posted on your Store and your Brand trademarks and logos displayed on your Store. By making such Content available to Retailers through your use of the Services, you hereby agree that we may, at our option, grant a limited, revocable sublicense to Retailers to use such Content on their website for the sole purpose of promoting products purchased from you through the Services.

5. PAYMENT TERMS

Please refer to Sections A.3 and B.4 of the Terms of Services as well as the Trada Payment Terms for payment terms and conditions for the Services.

6. PRODUCT LISTING, PRICING AND COMPLIANCE

6.1 Product Listing. Each Brand must provide a description for each product listed via its Store. We reserve the right to accept or reject any product and have final discretion as to the content of the final Store. Brand's available products must at all times comply with the Trada Product Guidelines

6.2 Pricing Consistency; Audits. You acknowledge and agree that your prices on your Store will be consistent with all other wholesale and retail channels where your products can be found in the applicable region. You acknowledge and agree that we may perform routine price and content audits of the products listed on your Store. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Retailers. In the event a discrepancy is found, we may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, we reserve the right to temporarily suspend or permanently terminate your Brand Account.

6.3 Product and Content Compliance. All products made available on the Services, and related Content, must meet our Trada Product Guidelines. You acknowledge and agree to: (i) abide by the Trada Product Guidelines, including not making available any prohibited products identified in the Trada Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services. If you fail to comply with the Trada Products Guidelines, we reserve the right to temporarily suspend or permanently terminate your Brand Account.

7. ORDERS, INVENTORY, RECALLED PRODUCTS

7.1 Orders. We will send you an email each time a Retailer places an order for your products. Your Brand Account will also be updated with new order details. You will be able to review the order details, edit inventory availability and accept or cancel the order. You must enter expected shipping and delivery dates once orders are placed in order to accept the order. You must accept or cancel an order within two business days of receiving the email notifying you of the order. A Retailer will not be permitted to place an order with you without first having submitted the required resale certificate(s) as provided in Section B.3 of the Terms of Service. If you cancel an order you will be asked to provide a reason for not being able to fulfill the order. You have the right to refuse any order by a Retailer for any reason, but repeated order cancelation may result in the temporary suspension or permanent termination of your Brand Account, in our sole discretion. We may reject any order placed by a Retailer through the Services for any reason, including but not limited to past complaints or other issues related to the Retailer, any issues related to payment processing, or issues related to shipping costs.

7.2 Order Minimums. You may set order minimums and other order attributes as permitted on the Services. The permissible order attributes may be changed by us from time to time.

7.3 Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any products that are discontinued or are out of stock through the “Products” tab in your Brand Account. It is your responsibility to keep your product catalog current and up-to-date based on availability (whether items are back-ordered or discontinued).

7.4 Recalled Products. You agree to immediately inform us if any of your products have been recalled, and provide any other information reasonably requested by us to ensure that the products are properly and quickly recalled.

7.5 No Circumvention. Once an order has been placed through your Store by a Retailer, you agree that you will fulfill all orders placed by such Retailer through the Services. You further agree to not influence Retailers to transact offline outside of the Services in any manner, or otherwise circumvent our process in order to transact orders with Retailers who were introduced to you through the Services offline or outside of the Services in any manner. We reserve the right to temporarily suspend or permanently terminate your account if you fail to abide by these terms.

8. TITLE, RETURNS, INSURANCE

8.1 Transfer of Title; Product Returns. Title to the product(s) in any order passes directly from you to the Retailer. At no point will we obtain title to any product(s). If the Retailer cancels the order prior to you shipping the order, or if the Retailer cancels the order because you have delayed shipping the order past the expected shipping date, then title passes back to you.

8.2 Product Liability Insurance. We process returns pursuant to our Returns, Refunds and Cancellation Policy. If a Retailer returns damaged or missing goods to you pursuant to Section 9.4 below and the Returns, Refunds and Cancellation Policy, then title passes directly back to you from the Retailer.

9. SHIPPING

9.1 Responsibilities. You are responsible for shipping to Retailers, and we are not responsible for picking up, transporting, delivering or otherwise dealing with your shipment. You are responsible for compliance with all shipping and customs regulations. You must notify us in advance of the shipping company you will be using and the shipping costs, and we will reimburse you for shipping costs out of our commission.

9.2 Shipping Costs. We will reimburse Brands for shipping costs incurred by Brand to ship products purchased by Retailers from the Brand’s Store. Shipping costs must be the Brand’s actual and reasonable third-party shipping costs without markup, handling charges or other incremental amounts. We may ask you to submit a receipt providing proof of shipping costs in the event that we believe, in our sole discretion, that such shipping costs may be unreasonable. In addition, we may reject a previously allowed order in the event that we subsequently determine, in our sole discretion, that the shipping costs are unreasonable.

9.3 Lead Times. The Services may allow you to set your typical shipping lead time, which should include an accurate estimate of your actual lead times (which should include the time it takes you to prepare and ship your order). If you set a shipping lead time, you must use all reasonable efforts to meet such lead time. The lead time you set will be displayed on your Store for the purpose of informing Retailers, who may rely on it when making a purchase. We reserve the right to adjust the shipping lead time, based on actual historical lead times.

9.3 Tracking Number. You will be asked by us for, and you agree to provide within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input tracking number(s), we will automatically send an email to the Retailer through the Services letting them know the order is on its way.

9.4 Damaged or Missing Goods. We will notify you if a Retailer reports to us directly that a product is damaged or if an order is missing items in accordance with the Returns, Refunds and Cancellation Policy. We will pass along any information or photographs of any damaged item or of the order as a whole that we receive from a Retailer. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider and, notwithstanding anything in Section 9.2 above, paying for any shipping costs associated with replacing or refunding any goods, and you hereby release us from any liability with regard thereto. For refunds to Retailers related to items that are reported as damaged or missing, we (i) may retain any commissions collected with respect to such order pursuant to the Trada Payment Terms and (ii) reserve the right to deduct payouts or charge the bank account associated with your Stripe Account for any such refunds to Retailers.

10. REPRESENTATIONS AND INDEMNITY

You hereby represent and warrant that you will be responsible for (i) fulfilling all orders, including shipping as specified in Section 7 above, (ii) providing all warranties and support to Retailers for your products and services that are sold on the Services, (iii) any returns, refund and cancellations, including for any damaged products, missing items, or late shipments, in accordance with these Brand Terms, and (iv) all other claims, including claims related to intellectual property infringement or product liability, arising from or related to the products or services you sell via your Store on the Services.

Without limiting Section 9 of the Terms of Service, you agree to indemnify and hold us and our Affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of (i) the sale or your products or services on the Services, (ii) your failure to fulfill any orders, (iii) any claim of product liability related to your products or services, and/or (iv) any other claim related to your products, services, or your interactions with Retailers on the Services (collectively referred to as "Brand Related Claims"). We reserve the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Brand Related Claims. You agree to reasonably cooperate as requested by us in the defense of any Brand Related Claims.

February 28, 2021