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I Agree To Adhere To The Terms Of This Agreement
Baby Sun Protection, LLC's Supplier Program
Terms and Conditions of Participation
This Agreement contains the complete terms and conditions that apply to an individual
or company's participation in the Baby Sun Protection, LLC Supplier/Consignment Program (the
"Program"). As used in this Agreement, "Company" means
Baby Sun Protection, LLC, Incorporated and "Consignor or Supplier" means the individual
and/or company indicated in the registration form which by reference is made a
part of this agreement.
Participation
To participate in the Baby Sun Protection, LLC Supplier/Consignment Program, the Supplier
registration form must be completed and submitted to Baby Sun Protection, LLC. All
applicants, once approved, are eligible to participate in the Baby Sun Protection, LLC Supplier/Consignment
program however such participation is subject to ongoing, periodic
review by Baby Sun Protection, LLC and may be revoked at anytime without notice.
Participation may be suspended or terminated if we determine (at our sole
discretion) that your product is unsuitable for the Program. Unsuitable products
include those that:
- Promote illegal activities
- Promote sexually explicit materials
- Promote violence
- Promote discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age
- Violate intellectual property rights
- Or are otherwise deemed inconsistent with the best interests of Baby Sun Protection, LLC.
This agreement shall apply only to Suppliers who own or have resell rights to the products indicated
in the registration form. Under no circumstances will Baby Sun Protection, LLC resell products that a Supplier
does not own or possess the resell rights.
Bonifide Orders
Baby Sun Protection, LLC will process all qualified orders placed by customers from
Baby Sun Protection, LLC. We reserve the
right to reject orders that do not comply with any requirements that
Baby Sun Protection, LLC may from time to time establish. Baby Sun Protection, LLC assumes
responsibility for all aspects of order processing and fulfillment.
Baby Sun Protection, LLC will prepare and maintain all order forms; process payments,
cancellations; and handle customer service. Baby Sun Protection, LLC will track sales made
to customers who purchase Supplier products and will make available to you reports
summarizing sales activity. Report forms, content, and frequency of the reports may
vary from time to time at our discretion.
Commission Fees
Baby Sun Protection, LLC will pay approved Supplier commission fees (in accordance with
Sections 5 and 6 below) referral fees on designated Product sales to third
parties. For a Product sale to be eligible to earn a commission fee, the customer
purchase the Product during a shopping session, accept delivery of the
Product, and remit full payment to us. We will not, however, pay commission fees
on any purchase where the payment is pending, saved, cancelled, returned, or
identified as fraudulent. Products that are eligible to earn commission fees
under the rules set forth above are referred to as "Qualifying
Products."
Commission Fee Payment Schedule
You will earn commission fees based on qualifying revenues according to the commission
fee schedules to be established by us. "qualifying revenues" are
revenues derived by us from our sales of qualifying products, excluding costs
for shipping, handling, gift-wrapping, taxes, service charges, credit card
processing fees, and bad debt. Commission fees are negotiated for each product but
are generally 35% of the product price to the Supplier.
Payment of Product Commissions
Baby Sun Protection, LLC will review all Supplier accounts pay commission fees exceeding the minimum
payment amount. Payment will be mad by PayPal or check for the fees earned on our
sales of Qualifying Products that were purchased, less any taxes that we are required by law
to withhold. However, if the commission fees payable to you for any payment
period are less than minimum payment amount, we will hold those
commission fees until the total amount due exceeds the minimum (if not earlier)
until this Agreement is terminated. If a Product that generated a commission fee
is returned by the customer after a commission payment is made, we will deduct the
corresponding fee from your next scheduled payment. If there is no subsequent payment, we may send you
a bill for the commission fee due.
Policies and Pricing
Customers who buy products through this Program will be deemed to be customers
of Baby Sun Protection, LLC, Incorporated. Accordingly, all Baby Sun Protection, LLC rules,
policies, and operating procedures concerning customer orders, customer service,
and product sales will apply to those customers. We may change our policies and
operating procedures at any time. For example, we will determine the prices to
be charged for products sold under this Program in accordance with our own
pricing policies. Product prices and availability may vary from time to time.
Because price changes may affect products that you already have listed on your
site, you may not include price information in your product descriptions. We
will use commercially reasonable efforts to present accurate information, but we
cannot guarantee the availability or price of any particular product.
Responsibility for Your Product
You will be solely responsible for your product. For example, you
will be solely responsible for:
The accuracy and appropriateness of product materials (including,
among other things, all Product-related materials)
Ensuring that products do not violate or infringe upon the
rights of any third party (including, for example, copyrights, trademarks,
privacy, or other personal or proprietary rights)
Ensuring that products are not libelous or otherwise illegal
Liability
We disclaim all liability for these matters. Further, you will indemnify and
hold us harmless from all claims, damages, and expenses (including, without
limitation, attorneys' fees) relating to the development, operation,
maintenance, quality, usage, and contents of your product.
Term of the Agreement
The term of this Agreement will begin upon our acceptance of your application
and will end when terminated by either party. Either you or we may terminate
this Agreement at any time, with or without cause, by giving the other party
written notice of termination. Upon the termination of this Agreement for any
reason, you will immediately cease use of, and remove from your site, all links
to our site, and all Baby Sun Protection, LLC trademarks, trade dress and logos, and all
other materials provided by or on behalf of us to you pursuant hereto or in
connection with the Supplier Program. You are only eligible to earn
commission fees on our sales of Qualifying Products occurring during the term, and
fees earned through the date of termination will remain payable only if
the related orders are not canceled or returned. We may withhold your final
payment for a reasonable time to ensure that the correct amount is paid.
Modification
We may modify any of the terms and conditions contained in this Agreement, at
any time and in our sole discretion, by posting a change notice or a new
agreement on our site. Modifications may include, for example, changes in the
scope of available commission fees, commission fee schedules, payment procedures,
and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY
RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE
PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE
WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales representative,
or employment relationship between the parties. You will have no authority to
make or accept any offers or representations on our behalf. You will not make
any statement, whether on your site or otherwise, that reasonably would
contradict anything in this Section.
Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any
loss of revenue, profits, or data) arising in connection with this Agreement or
the Program, even if we have been advised of the possibility of such damages.
Further, our aggregate liability arising with respect to this Agreement and the
Program will not exceed the total commission fees paid or payable to you under
this Agreement.
Disclaimers
We make no express or implied warranties or representations with respect to the
Supplier Program or any products sold through the Supplier
Program (including, without limitation, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out of a course of
performance, dealing, or trade usage). In addition, we make representation
that the operation of our site will be uninterrupted or error-free, and we will
not be liable for the consequences of any interruptions or errors.
Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY)
SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS
AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB
SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE
PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER
THAN AS SET FORTH IN THIS AGREEMENT.
Miscellaneous
This Agreement will be governed by the laws of the United States and the state
of Virginia, without reference to rules governing choice of laws. Any action
relating to this Agreement must be brought in the federal or state courts
located in Richmond, Virginia and you irrevocably consent to the jurisdiction of
such courts. You may not assign this Agreement, by operation of law or
otherwise, without our prior written consent. Subject to that restriction, this
Agreement will be binding on, inure to the benefit of, and enforceable against
the parties and their respective successors and assigns. Our failure to enforce
your strict performance of any provision of this Agreement will not constitute a
waiver of our right to subsequently enforce such provision or any other
provision of this Agreement. |
