Merchant Terms of Service

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Overview.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES, FEATURES, AND NETWORK OFFERED BY VALET SELLER (“VALET SELLER,” “US” OR “OUR”). THIS AGREEMENT FORMS A LEGAL CONTRACT BETWEEN THE MERCHANT IDENTIFIED IN THE SIGN-UP FORMS (“MERCHANT,” “YOU” OR “YOUR”) AND VALET SELLER AS IT RELATES TO YOUR USE OF VALETSELLER.COM OR ANY OTHER VALET SELLER-CONTROLLED WEBSITE, SERVICE, OFFERING, MARKETPLACE, PLATFORM, APPLICATION OR 3RD PARTY PLATFORM ACCOUNT (COLLECTIVELY, THE “VALET SELLER APP”), IN CONNECTION WITH SELLING YOUR PRODUCTS (AS DEFINED BELOW). IN ORDER TO PROMOTE, MARKET, SELL OR OFFER TO SELL PRODUCTS ON THE VALET SELLER APP, YOU MUST FIRST AGREE TO THIS AGREEMENT BY CLICKING “ACCEPT” WHERE THIS OPTION IS MADE AVAILABLE TO YOU. IF YOU ARE ACCEPTING THIS AGREEMENT FOR AN ORGANIZATION OR ENTITY, YOU REPRESENT AND WARRANT YOU HAVE POWER AND AUTHORITY TO BIND SUCH ORGANIZATION OR ENTITY TO THIS AGREEMENT. THESE TERMS SHALL PREVAIL IN CASE OF ANY CONFLICT WITH ANY PRIOR AGREEMENT BETWEEN THE MERCHANT AND THE VALET SELLER APP.

WITHOUT LIMITATION OF VALET SELLER’S OTHER RIGHTS, ANY VIOLATION BY MERCHANT OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT MAY, IN VALET SELLER’S SOLE DISCRETION, RESULT IN THE IMMEDIATE REMOVAL OF MERCHANT’S PRODUCTS FROM THE VALET SELLER APP AND ALL MARKETPLACES, AND TERMINATION OF THIS AGREEMENT.

Valet Seller’s role is to help Merchants sell more. Valet Seller does this by distributing products across a network of online stores including but not limited to: Valet Shops, Amazon US, Walmart, eBay, Kroger, Bed Bath & Beyond, Google, Facebook, WISH, Sears, Bonanza, Amazon CA, and Walmart CA.

The Valet Seller App is a self-serve platform to enable Merchants to manage their products in Valet Seller’s Network of online stores. Merchants will upload product data to the Valet Seller App and agree to fulfill orders themselves or ship inventory to Valet Seller for managed fulfillment.

Merchant may market, promote, sell, offer for sale, display, import, export and distribute (to the extent applicable) its Products using the Valet Seller App. A buyer enters into a transaction with a Merchant, facilitated through the Valet Seller App, when that buyer places an order for that Merchant’s goods or products featured in that Merchant’s store available on the Valet Seller App (collectively, “Products”). Please note that Valet Seller can also be a merchant on the Valet Seller App and provides access to the Valet Seller App to others who may sell products that are in competition with the Merchant.

After placing such an order, the buyer receives a notification regarding the order, and the Merchant receives a notice in its Valet Seller Merchant account. A transaction is completed upon payment from the buyer and shipment of the goods by the Merchant in accordance with this Agreement. Valet Seller offers a Direct Payment Service to facilitate a Merchant’s transactions with its buyers and, when offering such Direct Payment Service, is not a buyer of any products related to the transaction between the buyer and Merchant. Valet Seller does not transfer legal ownership of Products from Merchant to buyer (though, on occasion, Valet Seller is a Merchant of products on the Valet Seller App).

Initiating Membership.

Application and Approval Overview

Merchant shall set up a Merchant account on the Valet Seller App through a website or application portal and fill out all applicable information. Valet Seller only accepts some brands and Merchants onto the Valet Seller App and reserves the right not to accept, within its sole discretion, any brands or Merchants that do for any reason whatsoever, including but not limited to failure to meet Valet Sellers standards. Furthermore, Valet Seller reserves the right to remove from the Valet Seller App any Merchant or Product(s) at any time at our sole discretion. Merchant acknowledges and agrees that certain marketplaces included in the Valet Seller App may require Merchants to meet certain quality standards, may be limited to certain categories or types of products and/or may be subject to different terms with respect to payments, transaction fees and shipping requirements. Merchant also acknowledges and agrees that by creating a Valet Seller App Merchant account for any applicable Valet Seller-controlled marketplace, website or application, Merchant grants to Valet Seller the right to list and make available for sale to buyers Merchant’s products offered through that particular marketplace, website or application through any other Valet Seller-controlled marketplace, website, application or 3rd party partner account as well, subject to the payment terms set forth in this Agreement. For example, if a Merchant lists its Products on valetseller.com, without notice to (or consent required from) Merchant, Valet Seller may (in its sole discretion) choose to list any or all of those same Products on our Valet Seller controlled marketplace, valetshops.com and 3rd party partner accounts (including, but not limited to, Amazon, eBay, Walmart, Facebook, Google, Bonanza & Sears) as part of our Program.

Merchant Store

Merchant will set up a Merchant store that will describe Merchant’s brand and other attributes of Merchant’s store and Products on the Valet Seller App (a “Profile Page”) and create or customize content (including without limitation video, photographs and text, all of which shall be owned by Merchant and licensed to Valet Seller pursuant to the content license set forth below) for its Products that it wishes to sell on the Valet Seller App (“Product Content”). All Merchant information and Product Content will be visible to users on the Valet Seller App.

Valet Seller Promotions.

Valet Seller reserves the right to implement and create promotions in connection with the Valet Seller App pursuant to which buyers may receive discounts in Product purchases. Merchant shall have the right to determine whether it wishes to participate in the Valet Seller Promotions program. To the extent Merchant opts to participate in the Valet Seller Promotions program, it shall be obligated to allow discounts in conjunction with the purchase of any and all Products it offers through the Valet Seller App. Merchant may allow a buyer to apply a maximum percentage of such buyer’s total purchase price of a product toward discounts via the Valet Seller Promotions program. This percentage shall be selected by the Merchant via the Valet Seller App, within a range determined by Valet Seller. Valet Seller reserves the right to modify the terms of the Valet Seller Promotions program at any time in its sole discretion.

Merchant has the right to opt out of allowing Valet Seller Promotions discounts towards the purchase of Products, or modify the maximum allowed discount and budget at any time. However, it may take up to 24 hours for any such changes to take effect.

Price.

Merchant shall set a “Product Price” for each Product representing the amount Merchant agrees that such Product may be sold for, plus shipping costs for each Product. Valet Seller reserves the right to adjust the prices or shipping costs displayed to users to optimize sales for our Merchants. This does not affect the amount or percentage Valet Seller has agreed to pay to Merchant for their Products, and Valet Seller will pay Merchant based on the Product Price and shipping costs that Merchant lists for its Products, unless Merchant has agreed to pricing adjustments in connection with special promotions offered from time-to-time to promote Merchant’s products (in which case the amount Valet Seller pays Merchant for its Products may be lower, subject to the specific terms of such promotions).

Customer Service.

Valet Seller will use commercially reasonable efforts to assist Merchant in facilitating its basic customer service requests to the extent a request is related to the operation of the Valet Seller App and concerns an obligation undertaken by Valet Seller to the Merchant under these Terms and Conditions. This may include (but is not limited to) assistance with questions related to order tracking, assistance with carrier claims of lost or damaged shipments, assistance processing returns including provision of return shipping labels to buyers and initiation of the return in the Valet Seller App, cancellation of orders due to buyer request or credit card issues and referral of any buyer questions relating to a particular Merchant to that Merchant. Valet Seller reserves the right to decline to assist Merchant in conjunction with certain customer service functions. Merchant acknowledges and agrees that Valet Seller does not guarantee that it will answer or resolve any or all customer service inquiries, issues or disputes.

Shipping and Inventory.

Merchant Shipping

All sales of Products are binding. Merchant shall be solely responsible for all buyer purchase order fulfillment, shipping, returns, recalls and customer service issues at Merchant’s expense. Merchant shall ship the Products for orders placed through the Valet Seller App to the address of the buyer (or the buyer’s intended recipient) within the time periods defined in the Merchant’s profile page. All shipments of Products shall be shipped Delivered Duty Paid to buyer’s designated address (or DDP, as defined in Incoterms 2010, and meaning that Merchant is responsible for delivering Products to the address of the buyer or buyer’s intended recipient and shall pay all costs, including relevant import duties and taxes, to ship Products to their destination). Valet Seller may liquidate or dispose of the Merchant’s inventory if it is abandoned or if the Merchant account is overdue or suspended. Merchant account may move to suspended status after Valet Seller makes three attempts to contact Merchant and there is no response. Valet Seller will alert Merchant by email if account is suspended. Storage will be assessed based on the cubic volume required to store your inventory. Merchant will send at least 25 units of each SKU to Valet Seller. Merchant acknowledges and agrees that different marketplaces of the Valet Seller App may be subject to different shipping and inventory requirements, as communicated to Merchant by Valet Seller, and Merchant is responsible for complying with all such terms and conditions that Merchant accepts in the course of accessing or using any marketplace of the Valet Seller App.

Valet Seller Managed Logistics

Valet Seller may offer managed logistics for Merchant, for which Merchant will pay the following fees: