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.
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.
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.
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.
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.
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.