PLEASE READ THIS AGREEMENT CAREFULLY. IT IS A LEGAL AGREEMENT BETWEEN VENDOR AND DOMESTIC BEEKEEPERS’ MARKETPLACE (PRIME GROUP, INC.). BY USING THE SERVICES (DEFINED BELOW), THE VENDOR AGREES TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL AMENDMENTS MADE FROM TIME TO TIME. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE THE SERVICES.
THIS AGREEMENT is made between PRIME GROUP INC. (“MARKETPLACE”) and you, on your own behalf or on behalf of the entity whom you are authorized to represent (the “Vendor”). This Agreement establishes the terms and conditions of engagement between you and Marketplace (together the “Parties” and each a “Party”).
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement, the following words and phrases shall have the following meanings:
(a) “Intellectual Property” means all right, title, interest and benefit in and to intellectual property of every nature, whether registered or unregistered, including without limitation, all copyrights, patents, trademarks and industrial designs, trade names, brand names, proprietary information and know-how, inventions, drawings and designs, processes, prototypes, technology and marketing rights now or hereafter in force and effect anywhere in the world;
(b) “Marketing Material” means materials developed by Marketplace for purposes of marketing and promoting the Vendor and the Vendor products, including but not limited to the Site, any photography, video, copy, print, media or other materials prepared by or at the direction of Marketplace;
(d) “Purchaser” means a purchaser of a Vendor product sold by Marketplace through the Site or other means effected by Marketplace;
(e) “Services” means the services Marketplace provides the Vendor, including but not limited to the provision of Sales, the Site and any business, marketing, support and other services that may be provided by Marketplace from time to time;
(f) “Site” means Marketplace’s website located at www.domesticbeekeepers.com, including all services, tools and other content and information made available on the website;
(g) “Vendor Account” means the Vendor’s online account with Marketplace;
(h) “Vendor Product” means any and all product set out in the Vendor Account and described in the Inventory Schedule, as each may be supplemented or amended from time to time; and
(i) “Product” means any bee products, including but not limited to honey, bee pollen, royal jelly, propolis, wax, honey comb.
2.1 Right to Promote and Sell. The Vendor represents and warrants that is the exclusive owner of the Vendor Product and hereby engages and grants to Marketplace a non-exclusive, world-wide right during the Term to market, promote and display the Vendor and the Vendor Product, including by way of the Marketing Materials, and to generate commissions, sales or other dispositions of the Vendor Product (the “Sales”) in such ways determined by Marketplace in its sole discretion.
2.2 Acceptance of Terms. By using the Services, the Vendor agrees to be bound by the terms and conditions of this Agreement without modification. If the Vendor is not willing to be bound by all of the terms of this Agreement, the Vendor must promptly halt use of the Services.
2.3 Changes. Marketplace may, at its sole discretion modify or replace this Agreement, in whole or in part, from time to time. If the Vendor does not agree to any modifications, the Vendor should stop use of the Services. The Vendor’s continued use of the Services now or following notice to the Vendor or posting on the Site of changes to this Agreement, will constitute binding acceptance by the Vendor of this Agreement and any modifications.
2.4 Relationship. The Parties are independent contractors under the Agreement and nothing in this Agreement will constitute or create any partnership, joint venture, principal-agent or any other relationship apart from that expressly stated in this Agreement.
3. CONSENT AND RELEASE
3.1 Consent. You, on your own behalf and on behalf of the Vendor, hereby authorize Marketplace to create and publish the Marketing Materials, including but not limited to any and all photographs and video taken of me, my name and likeness and the Vendor Product (collectively, the “Images”), for purposes of marketing and promoting the Vendor and the Vendor Product, including for use in the Marketing Materials in all print, media, online and video materials and other publications determined by Marketplace in its sole discretion.
3.2 Waiver. You hereby waive any and all rights to review or approve of the Images and hereby release, discharge and hold harmless Marketplace, its directors, officers, consultants, employees, agents and third-parties involved in the creation or publication of the Images from any and all liability from any actions, duties, covenants, warranties, claims, costs, damages and demands of every nature or kind arising out of or in any way connected or related to the Images, the Marketing Materials or this Agreement.
4. INTELLECTUAL PROPERTY AND OWNERSHIP
4.1 License. The Vendor hereby grants to Marketplace, and Marketplace hereby accepts, a revocable, non-transferable, worldwide, non-exclusive license during the Term to use the Vendor’s Intellectual Property in connection with this Agreement, and as is reasonably necessary for Marketplace to perform its obligations and exercise its rights under this Agreement.
4.2 Ownership. Each of Marketplace and the Vendor acknowledge and agree that:
(a) the Vendor Product remain the property of the Vendor until the Sale of a Vendor Product is effected, at which time title to the Vendor Product shall pass to the Purchaser;
(b) the Vendor retains any and all Intellectual Property rights in and to the Vendor Product and reserves all moral rights in the Vendor Product; and
(c) Marketplace retains all rights, title and interest to the Marketing Materials, including any and all Intellectual Property and other property rights associated with the Marketing Materials, including all updates or modifications thereto and all copies and portions thereof. All use of the Marketing Materials and all goodwill arising with respect to such use, shall inure to the exclusive benefit of Marketplace.
4.3 Credit to Marketplace. The Vendor shall not use any Marketing Material unless the proprietary nature of Marketplace is clearly displayed as a credit to @domesticbeekeepers, unless otherwise authorized by Marketplace in writing.
5. SALES AND COMMISSION
5.1 Vendor Product on Site. The Vendor agrees to hold the Vendor Product for Sale with Marketplace during the Term.
5.2 Vendor Product in Marketplace’s facility. From time to time, the Vendor and Marketplace may agree to carry Vendor Product in Marketplace’s facility on such terms agreed by the Parties. For such Vendor Product, Marketplace shall provide the Vendor with a completed schedule of inventory (the “Inventory Schedule”) and such Inventory Schedule shall be definitive evidence of all Vendor Product held by Marketplace.
5.3 Price of Vendor Product. The sale price (the “Sale Price”) for any Vendor Product shall be set by the Vendor, provided that the Sale Price shall be no greater than the price of similar Product sold by the Vendor through other sales channels controlled by the Vendor, if any, and Marketplace may make any such changes to the Sale Price to be equal to such price, as may be required.
5.4 Proceeds of Sales. The proceeds of a Sale (the “Sale Proceeds”) of a Vendor Product sold by Marketplace under this Agreement during the Term, less any applicable taxes, payment system charges, shall be distributed:
(a) 90% to the Vendor (the “Vendor Proceeds”); and
(b) 10% to Marketplace.
5.5 Payment. Within 30 days of the end of each month of the Term, Marketplace shall pay to the Vendor the sum of the Vendor Proceeds for the Vendor Product sold during such month and not returned by the Purchaser pursuant to Marketplace’s return policy.
5.6 Location and Control. During the Term, the Vendor Product shall be held by the Vendor or Marketplace and such Party holding the Vendor Product shall be deemed to have control of the Vendor Product (“Control”).
5.7 Delivery. The responsibility of delivery of the Vendor Product shall be as follows:
(a) by the Vendor, for Vendor Product set out in the Vendor Account in the Control of the Vendor, within such delivery times as set out in the Vendor Account, or otherwise agreed between the Parties; or
(b) by Marketplace, for Vendor Product set out in Schedule “A” in the Control of Marketplace.
5.8 Billing and Taxes. During the Term, Marketplace hereby agrees to attend to billing and collection of all Sale Proceeds and any applicable sales taxes in connection with a Sale (the “Taxes”). Marketplace and the Vendor hereby mutually elect to have Marketplace remit all sales taxes as may be required in connection with a Sale. The Vendor hereby indemnifies Marketplace against any and all claims and liabilities, including for greater certainty any claims for payment of taxes to any governmental authority that may result from a breach of this Agreement.
5.9 Loss and Damages. The Party that is in Control of the Vendor Product shall be responsible for any and all shortages, loss or damage to such Vendor Product.
5.10 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
6. TERM AND TERMINATION
6.1 Term. This Agreement shall be in effect until terminated in accordance with Section 5.2 (the “Term”).
6.2 Termination. This Agreement may be terminated at any time, by either party by providing written notice to the other Party.
6.3 Effect of Termination. Upon termination of this Agreement, all Vendor accounts with Marketplace shall be cancelled and of no further effect and Marketplace shall return all unsold Vendor Product in the Control of Marketplace to the Vendor along with any amounts payable to the Vendor under this Agreement.
6.4 Survival. The Vendor’s obligation to pay Marketplace a commission with respect to uncollected accounts shall survive the termination or expiry of this Agreement, but any such commission shall not become due or payable until such time as the account is actually collected, in full, by Marketplace.
7.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of United States.
7.2 Notices. Any notice, request, demand or communication to be given hereunder may be effectively given by delivering the same at the addresses hereinafter set forth, or as otherwise directed by the receiving Party:
Domestic Beekeepers' Marketplace:
5181 NW 108th Ave
Sunrise, FL 33351
if to the Vendor:
at such e-mail address provided to Marketplace
7.3 Entire Agreement. This Agreement, and any Schedules attached thereto, state and comprise the entire agreement between the Parties in connection with the subject matter of this Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements express or implied between the Parties other than those that are expressly set forth in this Agreement.
7.4 Waiver. No failure or delay on the part of any Party in exercising any power or right under this Agreement will operate as a waiver of such power or right.
7.5 Currency. Unless otherwise specified all sums of money expressed in this Agreement are in the lawful money of United States.
7.6 Independent Legal Advice. The Vendor hereby acknowledges that he, she or it has been advised and has had the opportunity to obtain independent legal advice regarding this Agreement and to the extent the Vendor has declined to receive independent legal counsel, waives the right.
8. CONTACT INFORMATION
Questions about the Vendor Terms and Conditions should be sent to us at firstname.lastname@example.org