This Vendor Agreement (this “Agreement”) is entered into as of the date of execution by the Vendor, by and between Second East LLC d/b/a Sassy Steals (“Sassy Steals”), and you (“Vendor”). Sassy Steals and Vendor may also be referred to hereinafter individually as a “party” and collectively as the “parties.”
A. Sassy Steals owns and operates a website whereon it offers products provided by various vendors for sale.
B.Vendor desires to have one or more of its products (“Vendor’s Products”) listed for sale by Sassy Steals on Sassy Steal’s website.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Listing of Vendor’s Product(s): Sassy Steals shall list Vendor’s Products on its website, www.sassysteals.com, for a period of 3 days (the “Sales Period”). During the duration of the Sales Period, Sassy Steals shall market Vendor’s Products as Sassy Steals sees fit to best maximize sales. Purchases of Vendor’s Products by Sassy Steals on www.sassysteals.com shall be processed by Sassy Steals, including the collection of payment from customers. Vendor shall not sell Vendor’s Products provided to Sassy Steals on any other third party’s website, not including Vendor’s own website, within 7 days of the first date of the Sales Period and for seven (7) days after the last date of the Sales Period. Vendor shall not list Vendor’s Products for sale on any other website, including Vendor’s own website, at a price less than the price listed by Sassy Steals for period of thirty (30) days following the first day of the Sales Period.
2. Product Information: Vendor shall provide Sassy Steals with all information regarding the listing for Vendor’s Products at least five (5) days before the first day of the Sales Period. If Sassy Steals determines that the information is incomplete, unclear, copied from a third party, or is otherwise unsatisfactory to Sassy Steals, in its sole discretion, then Sassy Steals will notify Vendor of the problem in an effort to rectify the issue before the first day of the Sales Period. If issue is unresolved prior to the first day of the Sales Period, Sassy Steals reserves the right to forego the product listing, at its sole discretion. Once product is listed on www.sassysteals.com, Vendor shall notify Sassy Steals immediately of any inaccuracies or other issues with the listing that the Vendor perceives.
3. Customer Information and Communications: Vendor shall use customer information provided to it by Sassy Steals (“Customer Information”) exclusively for activities and communications relating to the customer’s specific order(s). Vendor shall not share Customer Information with any third party, or use Customer Information for any purpose other than fulfilling the customer’s order(s) or communicating with the customer about that customer’s order(s). Vendor shall copy Sassy Steals at firstname.lastname@example.org on all email communications with customers. Excellent customer service is critical to the success of Sassy Steals and sales of Vendor’s Products on www.sassysteals.com. Vendor shall conduct all communications with customers in a respectful and prompt manner. From time to time Sassy Steals may communicate with Vendor via email regarding customer service inquiries. Vendor shall respond to such customer service inquiries within twenty four (24) hours in order to provide customers with prompt resolution of their problems. Any failure by Vendor to promptly reply to customer inquiries will lead to a higher likelihood for refunded orders and may impact opportunities for Vendor’s future product listings with Sassy Steals.
4. Disbursements to Vendor: Sassy Steals shall disburse payments for sales of Vendor’s Products to Vendor twice-weekly. Disbursements to Vendor shall be in the amount of 75% of all sales of Vendor’s product(s) sold by Sassy Steals during the prior disbursement period, plus all shipping costs paid by purchasers. Sassy Steals shall retain 25% of all sales of Vendor’s Products on www.sassysteals.com, not including shipping costs.
5. Fulfillment of Orders: Sassy Steals shall make information concerning sales of Vendor’s Products available to Vendor in real-time through its vendor login at www.sassysteals.com. Sassy Steals will provide Vendor with all purchase orders for Vendor’s Products for fulfillment directly by Vendor. Vendor shall directly fulfill all orders for Vendor’s Products. For all Vendor’s Products that are not homemade and are not personalized, Vendor shall ship each order within 7 days of the sale date for such order. For all Vendor’s Products that are homemade or personalized, Vendor shall ship each order within 14 days of the sale date for such order.
6. Refunds: Sassy Steals may fully refund purchases of Vendor’s Products for any of the following reasons:
a. Vendor fails to fulfill within the timeframe set forth in Section 5 of this Agreement.
b. Vendor’s Products are broken, damaged, or otherwise unfit for their intended purpose upon delivery to the customer. For broken, damaged, or otherwise unacceptable Vendor’s Products, Sassy Steals will require the customer to either return Vendor’s Products directly to Vendor, or to provide Sassy Steals with photographic evidence depicting the broken, damaged, or otherwise unfit condition of Vendor’s Products, at Sassy Steals’ sole discretion.
c. The customer is otherwise unsatisfied with his or her purchase. For refunds of Vendor’s Products under this Section 6(c) that are not broken, damaged, or otherwise unfit for their intended purpose, Sassy Steals will request the customer to return Vendor’s Products directly to Vendor.
d. The order is cancelled before Vendor’s Products has shipped, in which case Sassy Steals will notify the Vendor that the order has been cancelled.
e. The product listing contained incorrect information (e.g., inaccurate price, quantities, product specifications, etc.). For refunds of Vendor’s Products under this Section 6(e), Sassy Steals will request the customer to return Vendor’s Products directly to Vendor.
f. Vendor fails to timely respond or to adequately respond to customer service inquiries by Sassy Steals.
Sassy Steals shall administer all refunds directly to customers. Sassy Steals shall notify Vendor of all refunds. For refunds that occur after payment for the refunded order has been disbursed to Vendor, Sassy Steals shall either (i) request payment back from Vendor; or (ii) deduct the refund from any future disbursement for the sale of Vendor’s Products, in Sassy Steals’ sole discretion. In the event that Sassy Steals requests payment back from Vendor under part (i) of this Section, Vendor shall pay back Sassy Steals for the refunds within seven (7) days of receiving the request.
7. Representations and Warranties of Vendor: Vendor hereby represents and warrants each of the following:
a. Authority: Vendor is authorized to sell all Vendor’s Products presented for sale by Sassy Steals, including the use of all images and text to market the Vendor’s Products as provided by Vendor. Vendor hereby represents and warrants that all images of and text regarding Vendor’s Products that Vendor has or may provide to Sassy Steals accurately depict or describe the Vendor’s Products.
b. No infringement of third party rights: Vendor hereby represents and warrants that, to the best of Vendor’s knowledge after a reasonable inquiry, none of Vendor’s Products, images, or text provided to Sassy Steals infringe any trademark, patent, copyright, or trade secret of any third party.
c. Quantity of products available: Vendor has accurately listed the maximum quantity available of each of Vendor’s Products for sale by Sassy Steals. Vendor is able to fulfill all orders up to Vendor’s stated maximum quantity available of Vendor’s Products within the shipping timeframe set forth in Section 5 of this Agreement.
8. Reservation of Rights: Sassy Steals reserves the right to deactivate or remove listings for Vendor’s product on sassysteals.com at any time and for any reason at Sassy Steals’ sole discretion. Grounds for deactivation or removal of listing include, but are not limited to, a breach of any representation or warranty provided in Section 7 of this Agreement, a third party’s claim of infringement of its intellectual property, Vendor’s product is different from what the Vendor represented to Sassy Steals, the product is not of the quality that Vendor represented to Sassy Steals, Vendor fails to fulfill orders as required by Section 5 of this Agreement, customer complaints concerning the product, or any other reason.
9. Indemnity: Vendor shall indemnify Sassy Steals and its successors, assignees, employees, agents, and contractors against any action, claim, demand, or liability, including reasonable costs and attorneys’ fees, asserted by any third party, arising out of, relating to, or in connection with Vendor’s Products, including any accusation that Sassy Steals’ marketing or sales of the Vendor’s Products infringes any third party’s intellectual property. This means, for example, that if Sassy Steals receives a letter threatening to sue Sassy Steals for any activity relating to Vendor’s Products, Vendor will be responsible for paying Sassy Steal’s attorneys’ fees incurred to resolve the letter, attorneys’ fees in any lawsuit that results, and the amount of any settlement with, or judgment awarded to, the third party.
10. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, applicable to contracts made and wholly performed in that jurisdiction.
11. Entire Agreement: This Agreement constitutes the entire understanding and agreement between the parties with regard to the specific subject matter hereof and no party shall be liable or bound by any representation, warranty, covenant or agreement except as specifically set forth herein. Any previous agreement (whether written, oral or implied) among the parties relative to the specific subject matter hereof is superseded by this Agreement.
12. Waiver: No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing. Any waiver or consent given by a party shall be null and void if the party requesting such waiver or consent has not provided a full and complete disclosure of all material facts relevant to the waiver requested.
13. Attorneys’ Fees: In the event that any dispute among the parties to this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys, which shall include, without limitation, all fees, costs and expenses of appeals.