Fulfillment by Project Verte ("FBPV") provides fully automated dynamic fulfillment, secure payment processing, data asset management, intelligent inventory management, an intuitive Vendor portal and associated services for your Products. All capitalized terms used herein but not otherwise defined will have the meanings ascribed to such terms in the Agreement.
These FBPV 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 FBPV. BY REGISTERING FOR OR USING FBPV, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE FBPV SERVICE TERMS. You expressly agree that Verte may engage its Affiliate(s) or a third party in order to complete one or more of the fulfillment and associated services outlined below.
Once you are accepted into FBPV, you must apply to register each product you offer that you wish to include in the FBPV program. We may refuse registration in FBPV of any product, including on the basis that it is an FBPV Excluded Product or that it violates applicable Standard Operating Policies. You may at any time withdraw registration of any of your Products from FBPV.
You will, in accordance with applicable Standard Operating Policies, provide in the format we require accurate and complete information about your Products registered in FBPV, and will provide Fulfillment Requests for any Units fulfilled using FBPV that are not sold through a Verte Site ("Multi-Channel Fulfillment Units"). You will promptly update any information about your Products in accordance with our requirements so that the information is at all times accurate and complete.
We will provide storage services as described in these FBPV Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any fulfillment center. We may move Units among facilities. If there is a loss of or damage to any Units while they are being stored, we will, as your sole remedy, reimburse you in accordance with the FBPV Guidelines, and you will, at our request, provide us a valid tax invoice for the compensation paid to you. If we reimburse you for a Unit, we will be entitled to dispose of the Unit pursuant to Section 7. This reimbursement is our total liability for any duties or obligations that we or our agents or representatives may have and is your only right or remedy. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or (c) waive, limit, or reduce any of our rights under this Agreement. We reserve the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of your inventory in fulfillment centers, and you will comply with any of these restrictions or limitations.
As part of our fulfillment services, we will ship Units from our inventory of your Products to the shipping addresses in the Elected Country included in valid customer orders, or submitted by you as part of a Fulfillment Request. We may ship Units together with products purchased from other merchants. We also may ship Units separately that are included in a single Fulfillment Request. If you participate in our export fulfillment services, we will also ship Your Products that we determine to be eligible (each, a "Foreign-Eligible Product") to Foreign Addresses within countries we determine to be eligible for foreign shipments, subject to the additional terms on foreign shipments in the applicable FBPV Guidelines.
In addition to your obligations under Section 7 of the Agreement, you also agree to indemnify, defend, and hold harmless Verte, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim that arises from or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section 4 regardless of whether such Unit is the actual item you originally sent to us), including any personal injury, death, or property damage; (b) the shipment, export, or delivery of your Products to Foreign Addresses (including with respect to any classification data and other information provided by you to us in connection therewith, and notwithstanding any rights we have under Section 5 or any certifications we may make in connection with the shipment, export, or delivery of your Products); (c) any of your Taxes or the collection, payment, or failure to collect or pay your Taxes; and, if applicable (d) any sales, use, value added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, or any customs, duties, or similar assessments (including penalties, fines, or interest on any of the foregoing) imposed by any government or other taxing authority in connection with the shipment of Foreign-Eligible Products to Foreign Addresses (collectively, "Foreign Shipment Taxes").
You, on behalf of yourself and any successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns, and any other person or entity claiming by, through, under, or in concert with them (collectively, the "Releasing Parties"), irrevocably acknowledge full and complete satisfaction of and unconditionally and irrevocably release and forever fully discharge Verte and each of our Affiliates, and any and all of our and their predecessors, successors, and Affiliates, past and present, as well as each of our and their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under, or in concert with any of them (collectively, the "Released Parties"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts, or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or un-accrued, determined or speculative (collectively, "Losses") which the Releasing Parties now own or hold or at any time have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the shipment, export, or delivery of your Products to Foreign Addresses, including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort, product liability, contract, warranty, or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for or use FBPV, which the Releasing Parties are giving up by agreeing to these FBPV Service Terms. It is your intention in agreeing to these FBPV Service Terms that these FBPV Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them. In addition to the foregoing, you acknowledge, on behalf of yourself and all other Releasing Parties that you are familiar with Section 1542 of the Civil Code of the State of California, as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
You, on behalf of yourself and all other Releasing Parties, expressly waive and relinquish any rights that you had or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the law of any other jurisdiction, to the full extent that you may lawfully waive all such rights pertaining to the subject matter of these FBPV Service Terms.
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE GENERAL TERMS OF THIS AGREEMENT, WE DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE OR OTHERWISE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
Following any termination of the Agreement or these FBPV Service Terms in connection with a particular Elected Country, we will, as directed by you, return to you or dispose of the Units held in that Elected Country as provided in Section 7. If you fail to direct us to return or dispose of the Units within thirty (30) days (or as otherwise specified in the applicable Standard Operating Policies) after termination, then we may elect to return and/or dispose of the Units in whole or in part, as provided in Section 7, and you will be deemed to have consented to our actions. Upon any termination of these FBPV Service Terms in connection with a particular Elected Country, all rights and obligations of the parties under these FBPV Service Terms in connection with such Elected Country will be extinguished, except that the rights and obligations of the parties under Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, and 13 with respect to Units received or stored by Verte as of the date of termination will survive the termination.
You understand and acknowledge that storing Units at fulfillment centers may create tax nexus for you in any country, state, province, or other localities in which your Units are stored, and you will be solely responsible for any taxes owed as a result of such storage. If any Foreign Shipment Taxes or Your Taxes are assessed against us as a result of performing services for you in connection with the FBPV Program or otherwise pursuant to these FBPV Service Terms, you will be responsible for such Foreign Shipment Taxes and your Taxes and you will indemnify and hold Verte harmless from such Foreign Shipment Taxes and your Taxes as provided in Section 10 of these FBPV Service Terms.
In addition to your representations in Section 6 of this Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these FBPV Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labeling, and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; (e) you and all of your subcontractors, agents, and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws of the Elected Country, its territories, and all other countries where Units are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours, and minimum ages of workers; and (f) that all Foreign-Eligible Products (i) can be lawfully exported without any license or other authorization; and (ii) can be lawfully imported into, and comply with all applicable Laws of, any eligible country.
"Verte Fulfillment Units" means Units fulfilled using FBPV that are sold through a Verte Site. For avoidance of doubt, if you have successfully registered for or used both the FBPV and Selling on MyVerte Marketplace Services, then the term "Verte Fulfillment Units" and the defined term "Verte Fulfilled Products" in the Selling on MyVerte Marketplace Service Terms both refer to the same items.
"FBPV Excluded Product" means any Unit that is an Excluded Product or is otherwise prohibited by the applicable Standard Operating Policies.
"Foreign Address" means (a) if the Elected Country is the United States, any mailing address that is not (i) within the fifty states of the United States or Puerto Rico, or (ii) an APO/FPO address; and (b) if the Elected Country is not the United States, any mailing address that is not within the Elected Country.
"Fulfillment Request" means a request that you submit to us (in accordance with the standard methods for submission prescribed by us) to fulfill one or more Multi-Channel Fulfillment Units.
"Multi-Channel Fulfillment Units" has the meaning in Section 2.
"Sellable Unit" means a Unit that is not an Unsuitable Unit.
"Vendor Agreement" means the Selling on MyVerte Marketplace Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by Verte) between you and us that permits you to offer products and services via a particular Verte Site.
"Shipping Information" means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.
"Unit" means a unit of your Product that you deliver to Verte in connection with the FBPV Program.
"Unsuitable Unit" means a Unit: (a) that is defective, damaged, unfit for a particular purpose, or lacking required label(s); (b) the labels for which were not properly registered with Verte before shipment or do not match the product that was registered; (c) that is an FBPV Excluded Product or does not comply with the Agreement (including applicable Service Terms and Standard Operating Policies); (d) that Verte determines is unsellable or unfulfillable; or (e) that Verte determines is otherwise unsuitable.