Thank you for your interest in becoming a Vendor at Verjet’s wholesale marketplace, accessible through the Verjet website (collectively, the “Site”). Throughout these Vendor Terms of Service (“Vendor Terms”), the terms “Verjet,” “us,” and/or “we” refer to Verjet Inc. The terms “you” and/or “your” refer to you as a User of the Site as a Vendor. These Vendor Terms, along with Verjet’s Terms of Service (“General Terms”), Returns, Refunds, and Cancellations Policy, and Privacy Policy, govern your selling of goods as a Vendor at Verjet. These Vendor Terms reference and link to other Verjet policies that provide additional information regarding the Site, and such policies apply herein by reference and are to be interpreted as part of these Vendor Terms. You hereby acknowledge and agree to the set forth below. Terms that are capitalized herein but not defined shall have the meanings given to them in the General Terms. Throughout these Vendor Terms, the word “include” or “including” means “including, but not limited to”.

• “Vendor” means a User who offers to sell and/or sells its goods to Retailers through the Site.
• “Retailer” means a User who purchases goods through the Site for the purpose of resale.

To sell goods through the Site as a Vendor, you must submit an application to become a Vendor and be approved by Verjet for an account (“Vendor Account”), as further set forth in the General Terms. By accepting these Vendor Terms and providing the requested information during the Vendor application process (as detailed in the General Terms), you authorize Verjet and its affiliates and payment processors to settle and disburse funds to you and on your behalf. Verjet will use good faith efforts to review your application to become a Vendor as soon as possible. You acknowledge that Verjet is only able to accept a limited number of Vendors at any given time, and that Verjet is not obligated to accept you as a Vendor. You hereby release Verjet from any liability regarding the acceptance process.

• Shop. Each Vendor has a designated area of the Site that houses their listings and products (“Shop”).
• Order Minimums. You may set a minimum order quantity or amount for your Shop. Please just let us know what you would like for that to be.
• Manufacturing Time. You must set your typical manufacturing time for your products, which should be an accurate estimation of how long it takes you to produce and restock a product.
• Return Period. The Return Period, or the number of days (starting when an order is delivered to a Retailer) a Retailer has to initiate and ship the unwanted items back to the Vendor. The Return Period for each Vendor is 14 days by default, but a Vendor can contact Verjet at any time and request to change the Return Period for their Shop.

• License. In connection with your use of the Site, you hereby grant to Verjet a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your Content on, through or by means of the Site and any of Verjet’s advertising, marketing, publicity, and other initiatives and events. Verjet does not claim any ownership rights in any of your Content and nothing in these Vendor Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that Verjet may at its option, grant a limited, revocable sublicense to Retailers to use your Content on their website for the sole purpose of promoting products purchased from you through the Site.
• Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Site. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Site or you have all rights, licenses, consents and releases necessary to grant to Verjet the rights in such Content as contemplated under these Terms; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by Verjet or a Retailer of the Content (or any portion thereof) on, through or by means of the Site or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Site, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. Verjet takes no responsibility and assumes no liability, and you hereby release Verjet from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify Verjet per the terms of the Indemnification section herein.

• Product Listing. Verjet reserves the right to accept or reject any products and has final discretion as to the content of the Shop.
• Product and Content Compliance. You acknowledge and agree to: (i) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (ii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iii) not provide any false, inaccurate or misleading information about your products; and (iv) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Site, including that they are allowed to be sold from your jurisdiction and into the Retailer’s jurisdiction. You acknowledge and agree that Verjet is not responsible for determining whether you meet the above requirements, you hereby release Verjet from any liability with respect thereto and agree to indemnify Verjet as set forth in the Indemnification section set forth below. Failure to comply may result in the temporary suspension or permanent termination of your Vendor Account, in our sole discretion.

• Pricing Consistency. You acknowledge and agree that your prices on your Shop will be consistent with all other wholesale and retail channels where your products can be found.
• Price Audits. You acknowledge and agree that Verjet may perform routine price and content audits of the products listed on your Shop. 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, Verjet 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, Verjet reserves the right to temporarily suspend or permanently terminate your Vendor Account.

• Flash Title. With respect to Vendors located in the United States, as soon as you ship an order to a Retailer, the title to the product(s) in the order passes to Verjet before passing to the Retailer. 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 the title passes back to you.

1. Acceptance of Terms. By accepting these Vendor Terms, you acknowledge and agree to the commissions, fees, calculations and payout schedule set forth below. You agree and authorize Verjet and/or its payment processors to deduct all commissions and fees due and owing from your payout amount and to settle and transfer funds to your bank account.
2. Percentage. Unless otherwise agreed by Verjet in writing, Verjet charges each Vendor a commission (the “Commission”) of industry-specific rates. Please contact us if you want to calculate the Percentage of your Shop.
3. Calculation. Commissions (including the first order surcharge) are calculated based on the dollar amount of the order total, excluding shipping costs. Any items that a Retailer marks as damaged or missing are deducted from the payout of the order (Verjet does not receive a commission on these items). If you send a replacement for a damaged or missing item, Verjet will pay you for the invoice value of the replacement item.
4. Payout Schedule. Currently, amounts owed will be transferred to your chosen bank account after your chosen Return Period on that order has expired. It is anticipated that funds will appear within 1 to 2 business days of being processed. Verjet is not responsible for any actions taken by your bank that may result in some or all of the funds not being made available to you. Verjet reserves the right to suspend payouts to your bank account due to pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.

In addition, as set forth below, Verjet will reimburse you for your shipping costs.

• Shipping Costs. Verjet reimburses Vendors for shipping costs incurred by Vendor. Shipping costs will appear on a Retailer’s invoice and shall reflect the actual shipping costs incurred by the Vendor. Shipping costs may not be inflated in any way.
• Tracking Number. You will be asked by Verjet for, and you agree to provide within your account, tracking information for each order. When you input the tracking number, Verjet will automatically send an email to the Retailer letting them know the order is on its way. Although not required, Verjet recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.
• Shipping Insurance. Verjet requires you to purchase shipping insurance on shipments of over US$100. However, Verjet strongly recommends that you do so on all shipments in order to facilitate any shipping dispute you have with a Retailer.

• 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 your Vendor Account. It is your responsibility to keep your product catalog current and up-to-date based on availability.
• Orders. Verjet will send you an email each time a Retailer places an order for your products. Your Vendor Account will also be updated with new order details. You will be able to review the order details, edit the order status, or cancel the order. You are only permitted to cancel an order if it has not yet been shipped. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Consistent order cancelation may result in the temporary suspension or permanent termination of your Vendor Account, in our sole discretion.
• Right to Cancel/Refuse. You have the right to cancel any order by a Retailer for any reason. Consistent cancellations and refusals may impact your visibility and search placement within the Site to Retailers.
• Recalled Products. You agree to immediately inform Verjet if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Retailers; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled.
• No Circumvention. Once an order has been placed through your Shop by a Retailer, you agree that you will fulfill all orders placed by such Retailer through the Site. You further agree to not influence Retailers to transact offline outside of the Site in any manner, or otherwise circumvent Verjet’s process in order to transact orders with Retailers who were introduced to you through the Site offline or outside of the Site in any manner. Verjet reserves the right to deactivate or terminate your account if you fail to abide by these terms.
• Temporary Deactivation. If you are going on vacation, or are unable to fulfill new orders for a period of time, you may contact us and request that we temporarily deactivate your Shop. Once you are able to resume fulfilling orders, please contact us and request that we re-activate your account. We encourage you to fulfill all orders before you ask us to temporarily deactivate your account.

• Minimum Standards. Vendor and Retailer satisfaction is of utmost importance to the long-term health and success of the Verjet community. Accordingly, Vendors are subject to the following minimum standards in connection with the Site:

1. To timely cancel an order from a Retailer if it cannot be filled
2. To timely fulfill and ship orders to Retailers using a reputable shipping provider
3. To promptly and effectively respond to Retailer inquiries

• Accountability .If Verjet determines that you are not meeting the minimum standards of quality and service, Verjet may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Vendor Account.
• Suspended Accounts. If your Vendor Account is suspended, you may appeal for re-activation by providing Verjet with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If Verjet in its sole discretion approves the plan of action, you may resume selling through the Site. If you believe that the flag on your Vendor Account is erroneous, you may contact Verjet and explain why.

Users may contact each other through Verjet’s Message/Chat/Communication feature. You agree to use Verjet’s communication feature for only legitimate business purposes. You agree not to misuse our communication feature and to only use it as is reasonably necessary and to not for improper or indecent purposes.

All Vendors are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on Verjet in such amount as is reasonable and customary for companies of comparable size and activities. Verjet reserves the right to request proof of such insurance coverage and other relevant information at any time.

You agree to defend, indemnify, and hold harmless Verjet, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Vendor Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Site.

Verjet will have the right to investigate and prosecute violations of these Vendor Terms to the fullest extent permitted by law. You acknowledge and agree that Verjet has no obligation to monitor your access to or use of the Site or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Site, to ensure your compliance with these Vendor Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Content that Verjet, in its sole discretion, considers to be in violation of these Vendor Terms or otherwise harmful to the Site. Verjet reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Verjet suspects any violation of these Vendor Terms or that illegal activity may be taking place.

If you breach any of these Vendor Terms, Verjet will have the right to temporarily suspend or permanently terminate your Vendor Account, and/or terminate these Vendor Terms and/or the General Terms, in its sole discretion and without prior notice to you. Verjet reserves the right to revoke your access to and use of the Site at any time, with or without cause. In the event Verjet terminates these Vendor Terms for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with Verjet at any time by contacting Verjet’s support team at help@verjet.com or as otherwise indicated in your Vendor Account. Verjet will take down your Shop as soon as practicable, and will close your Vendor Account once there has been an accounting of all monies due and owing.