Welcome to Solution54 an optional merchant service helping retailers network among one another about inventory and customers for the purpose of fulfilling sales transactions.
BY REGISTERING FOR OR USING THE SERVICE(S), YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES.
As used in this Agreement, “we,” “us,” and“Solution54” means the Solution54 Contracting Party or any of its affiliates, and “you” means the applicant/business. Capitalized terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.
To begin the enrollment process, you must complete the registration process, which entitles you to be both a point of sale store and a shipping store (the “Services”). Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law (for example, only licensed retailers are permitted use the Services). As part of the application, you must provide us with your business’ legal name, address, phone number and e-mail address. We may at any time cease providing the Services at our sole discretion and without notice.
2. Service Fee Payments; Receipt of Sales Proceeds.
Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. To use a Service you will use only the company name you are authorized to use in connection with the Service, and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), and to invoice you for any sums payable by you to us (i.e. sales percentages, reimbursement or otherwise). At Solution54’s option, all payments to you will be remitted to Your Bank Account, Your Credit Card, Paypal, through an Automated Clearing House (“ACH”) or similar system, or by check. For any amounts you owe us, we may (a) offset any amounts that are payable by you to us (in sales percentages, reimbursement or otherwise) against any payments we may make to you, (b) invoice you for amounts due to us under this Agreement, in which case you will pay the invoiced amounts upon receipt, or (e) seek such payment or reimbursement from you by any other lawful means. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, invoicing you for the proper amount, or seeking such reimbursement from you by any other lawful means.
If we conclude that your actions and/or performance in connection with the Agreement may result in customer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement.
As a security measure, we may suspend your ability to access the Services or place transaction limits (either in dollar value or the number of transactions in a day) during any investigative periods. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement due to a suspension that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because the Solution54 Site or the Services are unavailable following the commencement of a transaction.
Receipt of Sales Proceeds by us on your behalf will satisfy the obligations owed to you by customers for Your Transactions. Upon payment of the Sales Proceeds a receipt indicating that payment has been made will be furnished to customers. Our obligation to remit funds collected by us on your behalf will be limited to funds that we have actually received and that are not subject to chargeback or reversal.
3. Term and Termination.
The term of this Agreement will start on the date of your completed registration for the Service(s) and continue until terminated by us or you as provided below (the “Term”). We may terminate or suspend this Agreement or any Service immediately by notice to you for any reason at any time. You may terminate this Agreement or any Service or the Promotion Site for any reason at any time. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16 and 18 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
You grant us permission to list and market any and all of Your Posted Inventory to our affiliates (member retailers) and operators of Solution54 on our retailer-only site; unless and until you request removal of any inventory or your membership is terminated by either party.
Solution54 grants you a non-exclusive, non-transferable, non-assignable, revocable right and license during the term of this Agreement to use the Solution54 Marks solely in connection with your use of the Services for which the Solution54 Marks were provided to you, meaning you may not change, alter, amend, vary, or modify the Marks in any way, at any time. You may not use any Solution54 Mark except as expressly provided herein, and may not sublicense these rights or otherwise permit any party to use the Solution54 Marks. You acknowledge that Solution54 is the sole owners of the Solution54 Marks, and you agree to do nothing inconsistent with that ownership. Solution54 may revoke your license to any or all of the Solution54 Marks at any time in its sole discretion. Upon the termination this Agreement, or termination or suspension of the Services for which any Solution54 Mark was provided to you, you shall immediately cease and discontinue all further use of the Solution54 Mark.
You represent and warrant to us that: (a) you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and employees will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
You release us and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfillment, refund, return or adjustments thereof), and any personal injury, death or property damage related thereto; or (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
7. Disclaimer & General Release.
a. THE SOLUTION54 SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU USE THE SOLUTION54 SITE AND THE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOLUTION54 SITE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.
b. BECAUSE SOLUTION54 IS NOT INVOLVED IN TRANSACTIONS BETWEEN RETAILERS AND CUSTOMERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE SOLUTION54 (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
8. Limitation of Liability.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SOLUTION54 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.
9. Tax Matters.
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes. You agree to and will comply with applicable tax policies and obligations assigned to you as a licensed business, and will not hold Solution54 responsible for such obligations. All fees payable by you to Solution54 under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, and you will be responsible for paying Solution54 any of Your Taxes imposed on such fees.
During the course of your use of the Services, you may receive information relating to us or to the Services including, but not limited to Soution54 Transaction Information, that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain Solution54’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any retailer, individual, company, or other third party, and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
11. Force Majeure.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
12. Relationship of Parties.
13. Use of Solution54 Transaction Information.
You will not, and will cause your affiliates not to, directly or indirectly: (a) disclose or convey any Solution54 Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Solution54 Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person (individual or business) that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Person to make an alternative purchase; (d) disparage us, our affiliates, or any of their or our respective products or services; or (e) target communications of any kind on the basis of the intended recipient being a Solution54 Site user. The terms of this Section 13 do not prevent you from using other information that you acquire without reference to Solution54 Transaction Information for any purpose, even if such information is identical to Solution54 Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Solution54 Site user.
14. Suggestions and Other Information.
If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Solution54 Site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
We may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Program Policies) at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on the Solution54 Site, and you are responsible for reviewing and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 days. Changes to Program Policies may be made without notice to you. You should refer regularly to Solution54 to understand the current Agreement and Program Policies and to be sure that the items you offer for sale can be sold via the Service. YOUR CONTINUED USE OF A SERVICE AFTER SOLUTION54’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT AS PROVIDED ABOVE.
16. Password Security.
Any password we provide to you may be used only during the Term to access the Solution54 Site (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately notify us so we may change your password.
Any dispute with Solution54 or its affiliates or claim relating in any way to this Agreement or your use of the Services shall be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts, or, if Your Elected Country is the United States, we both consent that any such dispute or claim will be resolved by binding arbitration as described in this paragraph, rather than in court, except that you may assert claims in a small claims court that is a Governing Court if your claims qualify and you or we may bring suit in the Governing Courts to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, (insert proper contact info). The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Solution54 will not seek attorneys’ fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.
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, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
Solution54 retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.
Because Solution54 is not your agent except for the limited purpose of receiving Sales Proceeds on your behalf, or the customer’s agent for any purpose, Solution54 will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.
We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your program application, or by any other means then specified by Solution54. You may change your e-mail addresses by sending updated information to your Solution54 representative. You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate. You must send all notices and other communications relating to Solution54 to our Merchant Services Team by using the “Contact Us” form.
This Agreement incorporates and you hereby accept the applicable Service Terms and the applicable Program Policies, which Solution54 may modify from time to time. In the event of any conflicts between the Program Policies and this Agreement, the Program Policies will prevail. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. If Your Elected Country is Canada, then it is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
As used in this Agreement, the following terms have the following meanings:
“Affiliate” means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
“Solution54 Marks” means all Trademarks specified in the Trademark Usage Guidelines.
“Solution54 Site” means that website, the primary home page of which is identified by the applicable of the following (and any successor or replacement of such website(s)):
the URL www.solution54.com and any Promotion Site that we make available from time to time (if Your Elected Country is the United States),
“Solution54 Transaction Information” means, collectively, Order Information, and any other data or information acquired by you or your affiliates from Solution54 or its affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties’ performance hereunder.
“Content” means copyrightable works under applicable Law.
“Governing Courts” means the state or Federal court in King County, Washington (if Your Elected Country is Canada or the United States),
“Governing Laws” means the applicable one of the following:
the laws of the State of Washington, United States (if Your Elected Country is Canada),
the laws of the State of Washington, United States together with the Federal Arbitration Act and other applicable federal law (if Your Elected Country is the United States).
“Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority (e.g. on a federal, state, or provincial level, as applicable) of competent jurisdiction.
“Local Currency” means U.S. Dollars
“Order Information” means, with respect to any of Your Products sold through the Solution54 Site, the order information and shipping information that we provide or make available to you.
“Person” means any corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
“Program Policies” means all terms, conditions, policies, guidelines, rules and other information on the Solution54 Site including those shown on the “Policies and Agreements” section or elsewhere in the “Help” section.
“Promotion Site” means that ecommerce website, the primary home page of which is identified by the URL www.solution54.com.
“Sales Proceeds” means the gross sales proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges with respect thereto, including taxes and customs duties only to the extent specified in the applicable “Tax Policies.”
“Service” means each of the following services that Solution54 makes available for Your Elected Country: Selling on Solution54, Buying on Solution54, Fulfillment (i.e. shipping) by Solution54, accepting and disbursing payment on your behalf by Solution54, and any related services we make available.
“Service Terms” means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service and any subsequent modifications we are permitted to make to those terms.
“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia or any other source or business identifier, protected or protectable under any Laws.
“Your Inventory/Your Posted Inventory” means all Your Inventory, Your Product information, data, materials, and other items provided or made available by you or your affiliates to Solution54 or its affiliates.
“Your Product” means any product that is made available for listing for sale, offered for sale, or sold by you through the Solution54 Service and/or fulfilled or otherwise processed through the Solution54 Service.
“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, regulatory fees, levies (specifically including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or its affiliates or their respective employees, agents, contractors or representatives. Also, this defined term means any of the types of taxes, duties, levies or fees mentioned above that are imposed on or collectible by Solution54 or any of its affiliates in connection with or as a result of fulfillment services, shipping, gift wrapping or other actions by Solution54 in relation to Your Products pursuant to the Fulfillment by Solution54 Service Terms.
“Your Transaction” means any sale of Your Product(s) through the Solution54 Site.
Selling/Purchasing on Solution54 Service Terms
Selling/Purchasing on Solution54 is a Service that allows you to list products for sale directly on the Solution54 Site, and to buy products listed for sale directly on the Solution54 Site.
These Selling/Purchasing on Solution54 Service Terms are part of the User Agreement (“User Agreement”), but, unless specifically provided otherwise, concern and apply only to your participation in Selling/Purchasing on Solution54. BY REGISTERING FOR OR USING SOLUTION54, YOU (ON BEHALF OF THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE USER AGREEMENT AND THESE SOLUTION54 SERVICE TERMS. Unless defined in these Terms all capitalized terms have the meanings given them in the User Agreement.
S-1 Your Product Listings and Orders.
S-1.1 Products and Product Information. You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through the Solution54 Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same comply with all applicable Laws (including all minimum age, marking and labeling requirements). You may not provide any information for, or otherwise seek to list for sale on the Solution54 Site, any Excluded Products (if applicable); or provide any URL Marks for use, or request that any URL Marks be used, on the Solution54 Site.
S-1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the Solution54 Site. We will provide Order Information to you for each sale of Your Products through the Solution54 Site. As your payment processing agent we will also collect any Sales Proceeds due you as a Shipping Store from the Point of Sale Store for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Service Terms.
S-1.3 Shipping and Handling Charges. For Your Products sold on or through the Solution54 Site we will determine shipping and handling charges via and subject to our standard functionality and categorizations and further subject to any shipping and handling charge Program Policies.
S-1.4 Credit Card Fraud. Solution54 will bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Solution54 Transactions, and will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Shipping Store-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions if fraud is suspected. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel.
S-2 Sale and Fulfillment; Refunds and Returns.
S-2.1 Sale and Fulfillment. As a Point of Sale Store you will (a) collect payment from the in-store customer for the product purchased off the Solution54 site; (b) process the payment with Solution54; and (c) notify the customer when the desired product reaches the store for their pickup. As a Shipping Store when notified of a sale You will: (a) ship and deliver Your Products in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the Solution54 Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date using the shipping label generated by Solution54; (c) retrieve Order Information at least once each business day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Solution54 Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout Your Elected Country (except to the extent prohibited by Law or this Agreement; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify Solution54 as the seller of the product on all packing slips or other information included with Your Products and as the Company to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products.
S-2.2 Returns and Refunds. The Point of Sale Store may accept and process returns, refunds and adjustments in exchange for store credit, or they may direct returns to Solution54 in accordance with these Service Terms and the Solution54 Refund Policies published at the time of the applicable order. Returns are subject to a restocking fee of 35%; the Point of Sale Store should inform customers that these policies apply to Solution54 orders. If the Point of Sale Store accepts returns and processes refunds to customers, either as refund or store credit at the store’s discretion, they may then count the returned item as part of their inventory for resale, including re-listing on Solution54.
S-3 Problems with Your Products.
S-3.1 Delivery Errors and Nonconformities; Recalls. The Shipping Store is responsible for: any non-delivery, mis-delivery or other mistake or act in connection with the fulfillment and delivery of Its Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to you accurate Order Information as it was received by us or resulting from address verification. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products. In the event of delivery errors Solution54 will work with the Shipping Store to rectify the issue. Point of Sale stores are required to keep a copy of the sales receipt for 30 days following any Solution54 transaction, for the purposes of investigating any delivery or ordering errors. Failure to keep this paperwork may result in the Point of Sale Store being held liable for any mistakes that can’t be traced to the proper source due to a lack of paperwork.
S-3.2 Guarantee and Chargebacks. If we inform you that we have received a claim or other dispute, concerning one of Your Transactions, both Shipping and Point of Sale Stores will deliver to us within seven (7) days after request by us: (a) proof of delivery of Your Product(s) (as applicable); (b) the applicable Solution54 order identification number; and (c) a description of Your Product(s) (as applicable). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (y) credit card fraud for which we are responsible under Section S-1.4; or (z) our failure to make accurate Order Information available as the same was received by us or resulting from address verification, then Solution54 will investigate the nature of the dispute and determine the responsible party. If You (either the Shipping Store or the Point of Sale Store) are deemed as the responsible party You will promptly reimburse us in accordance with the “Service, Fee, Payments section of the Agreement” for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and any applicable taxes) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our affiliates.
The Point of Sale Store originates every Solution54 transaction, and as such works with Solution54 to process payment. Once a transaction has been entered and has cleared Solution54 will pay to the Shipping and Point of Sale Stores: (a) the applicable share of the gross sale price as determined by the Variable Fee Schedule; (b) any applicable Shipping Fee.
Except as otherwise stated in this Agreement (including without limitation Section 2 of the User Agreement), we will remit to you on a bi-weekly (14 day) (or at our option, more frequent) basis any Sales Proceeds collected by us or our affiliates but not previously remitted to you as of the date that is two (2) business days prior to the date of remittance (the “Remittance Calculation Date”) (which you will accept as payment in full for the sale and shipping and handling of Your Products), less the Fees due for such sums (the Solution54 transaction fee). You will not have the ability to initiate or cause payments to be remitted to you. We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you.
S-7 Control of Site.
Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Solution54 Site (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, the Solution54 Site and any element, aspect, portion or feature thereof (including any product listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all products in our sole discretion.
S-8 Effect of Termination.
Upon termination of these Service Terms, all rights and obligations of the Parties under these Service Terms will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
Selling on Solution54 Definitions
“Refund Policies” means the “Return and Refund Policies” published on the Solution54 Site and applicable to products sold via the Solution54 Site by an affiliate of the Solution54 Contracting Party.
“Estimated Ship Date” means, with respect to any of Your Products, either the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product.
“Purchase Price” means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable “Tax Policies.”
“Restocking Fee” means the percentage charged to the Point of Sale Store if the product is returned to Solution54
“Remittance Calculation Date” is defined in Section S-6.
“Required Product Information” means, with respect to each of Your Products, the following (except to the extent expressly not required under Program Policies): (a) description; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as Solution54 may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Solution54 from time to time); (d) categorization within each Solution54 product category and browse structure as prescribed by Solution54 from time to time; (e) Purchase Price; (f) shipping and handling charge (in accordance with our standard functionality therefor); (g) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of the Your Product; (h) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (o) the state or country Your Product ships from; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products). MUCH OF THIS INFORMATION IS AVAILABLE ON THE SOLUTION54 SITE SO AS TO MAKE IT EASIER TO CLASSIFY AND LABEL YOUR INVENTORY.
“Seller-Fulfilled Products” means any of Your Products that are not fulfilled by the Shipping Store.
“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and delivery date.
“Street Date” means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
“URL Marks” means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).
“Your Transaction” is defined in the Seller Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on Solution54 only.
Customer Service Terms
W-4 Customer Service.
W-4.1 General. The provisions in this Section W-4 apply only in connection with sales of Your Products through the Solution54 Site. For customer service obligations pertaining to sales of Your Products you will refer customer issues to us according to the responsibilities below, in a timely, professional and courteous manner and at the applicable “Contact Us” form, email address and/or phone number provided for such purpose by us. You will not establish direct phone or email transfer functionality of customer service contacts to us, forward customer emails to us, or disclose our customer service contact information unless in response to a customer contact concerning a customer service issue for which we are responsible under these Service Terms.
W-4.2 Our Customer Service Responsibilities. As between you and us, we will be solely responsible for all customer service issues relating to payment, credit card processing, debiting or crediting.
W-4.3 Your Customer Service Responsibilities. Unless provided otherwise elsewhere in these Service Terms, The Shipping Store will be solely responsible for all customer service issues relating to Its Products (including pricing, item information, availability and functionality), Its Product order fulfillment and shipping and handling (in accordance with our standard functionality therefore), and Its Product order cancellation by the Shipping Store. The Point of Sale store will be solely responsible for Its order cancellation by themselves or any customer, returns, refunds and adjustments, warranty and feedback concerning experiences with Its personnel, policies or processes. In performing customer service, both Shipping and Point of Sale Stores will always present themselves as a separate entity from us.
W-5 Data and Communications. We will co-own all the Customer Account Information and Transaction Information with the Point of Sale Store. Neither the Point of Sale Store nor we will need to pay any royalties or account to the other in connection with your or our use of any Customer Account Information or Transaction Information. You and your affiliates will: (a) at all times comply with all Laws, including any Law related to the use of this type of information; and (b) comply with any applicable policies posted on the Solution54 Site regarding use of this transaction and customer data. We are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network you or your customers may utilize, including without limitation in connection with the provision of the Solution54 Service; or the back up of any of your files or data.
W-6 Pricing and Remittance.
W-6.1 Your Product Pricing and Terms of Sale Generally. Shipping Stores are free to determine the price for each of Your Products listed for sale on the Solution54 Site.
W-6.2 Shipping & Handling Charges. Solution54 will determine shipping and handling charges for products purchased on or through the Solution54 Site, in accordance with our standard functionality therefore. Shipping Stores and Point of Sale Stores may elect to cover or partially cover the shipping charges if it will help facilitate the sale. Shipping Stores may indicate at the time they post inventory whether they are willing to assume all or a portion of the shipping charges. Point of Sale Stores will be notified of the shipping charges before a transaction is run so they have the opportunity to notify us if they will assume all or a portion of the charges. Unless otherwise specified shipping charges will be passed to the customer and collected at the point of sale as part of the total transaction amount.
W-6.3 Remittance and Compensation.
W-6.3.1 Fees; Remittance of Sales Proceeds. We will remit to you on a bi-weekly (14-day) (or at our option, more frequent) basis any Sales Proceeds collected by us but not previously remitted to you as of the date that is two (2) business days prior to the date of remittance (the “Remittance Calculation Date”), less: (a) our proceeds due for such sums. You will accept our remittances under the previous sentence as payment in full for the sale and shipping and handling of Your Products.
W-6.3.2 Refunds. If you refund money to a customer in connection with Your Transaction, you have the option to issue a full refund or store credit. Regardless of the method of refund the returned inventory is now yours to sell or re-list on Solution54. Or, product may be returned to Solution54 for a restocking fee as per S-2.2
W-7 Provision and Use of the Solution54 Service.
W-7.1 Control of the Solution54 Service. We reserve the right to determine and control all aspects (including all functionality) of the Solution54 Service.
W-7.2 License to the Solution54 Service and Materials. Subject to this Agreement (including, but not limited to, Section W-7.3 (License Restrictions)), we grant you a limited, revocable, non-sublicenseable, non-assignable, non-exclusive and royalty-free license to: (a) access and use the Solution54 Service and the Materials in the manner permitted by this Agreement; and (b) install, copy, and use any Materials we may provide, solely in conjunction with your access to and use and operation of the Solution54 Site
W-7.3 License Restrictions. You may not and may not authorize any other party to do the following to or with the Solution54 Service: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Solution54 Service or any Materials be disclosed, licensed, distributed or otherwise made available to anyone; or (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them. In addition to any other rights or remedies that we may have, any use in violation of this section will immediately terminate your right to use the Solution54 Service.
W-7.4 Ownership; Reservation of Rights. You acknowledge and agree that we (or our licensors, as applicable) own all right, title and interest in and to the Solution54 Service and, except as explicitly included in this Agreement, you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to the Solution54 Service, the Materials therein, or any other intellectual property or technology that we provide or use in connection with the Solution54 Service. All licenses not expressly granted in these Solution54 Service Terms are reserved and no other licenses, immunity or rights, express or implied are granted by us, by implication, estoppels or otherwise.
W-7.5.1 General. You will comply with our requirements regarding the URL(s) and its administration with the registrar so that we can provide the Solution54 Service to you. You represent and warrant that the URLs used in connection with the Solution54 Site do not violate any intellectual property rights or any other proprietary rights of any person.
W-7.6 Messaging. We will have the right to determine the use of any Solution54 Trademarks and any messaging or notice on the Solution54 Site, for example, we will control how our role in processing orders and payments is explained to the customer. Should we allow or require you to include any Solution54 Trademarks or messaging, you will do so strictly in accordance with instructions we provide to you.
W-8 Effect of Termination.
Your termination rights are set forth in Section 3 of the General Terms of the Seller Agreement. Upon any termination of the term of the Seller Agreement or these Service Terms, all rights and obligations of the parties under these Service Terms will terminate, except that: the rights and obligations of the parties under Sections W-2, W-3, W-4, W-5, W-6 and W-8 with respect to Your Transactions occurring prior to termination will survive such termination.
Your Representations; Compliance with Laws. In addition to your representation and warranties in Section 5 of the Seller Agreement, you hereby represent and warrant to us that: (a) all of Your Products and their packaging comply and will comply with all applicable marking and labeling requirements required by law; (b) none of Your Products are or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; (c) you and all of your subcontractors, agents and suppliers involved in producing or delivering Your Products will strictly adhere to all applicable Laws of Your Elected Country, its territories and all other countries where Your Products are produced or delivered, regarding the operation of their facilities and their business and labor practices, including without limitation working conditions, wages, hours and minimum ages of workers; (d) you will not, unless we otherwise agree, redirect any customers or prospective customers from the Solution54 Site into any other sales channel, and will not use the Solution54 Service for any purpose other than the offering or sale of Your Products as contemplated hereunder; (e) Your Materials, Your Products and your offer and subsequent sale of any of the same complies with all applicable Laws (including all marking and labeling requirements) and do not contain any defamatory, obscene or sexually explicit materials (except to the extent expressly permitted under applicable Program Policies); (f) you will ensure that Your Transactions are made at no less than fair value under the antidumping laws of the United States and will otherwise comply with the antidumping laws of the United States, its territories and of all other countries where Your Products are produced, delivered, or intended to be sold; (g) in connection with the Solution54 Service you will not separately ask for or require any customers or prospective customers to provide any credit card, debit card, bank account, or other information related to a payment method; and (h) you will not, without our prior consent, use any third party payment service for the processing of payments for transactions associated with the Solution54 Site.
Solution54 Site Definitions
“Functionality” means all techniques, know-how, features and functionality specific to development of a website presence to display products loaded into the Solution54 platform, including the following features and functions: search, browse, product detail display, shopping cart and credit card transaction processing, order/account lookup, and storefront administration & merchandising.
“Materials” means: (a) the Functionality (including, without limitation, all techniques, know-how, algorithms, materials, specifications and source code related thereto); and (b) all Solution54 Service-related product information, APIs, and any distinctive trade dress and trade styles (including, without limitation, color schemes), proprietary fonts, and the design, formatting, organization and structure of screens and other elements included within the Solution54 Site.
“Product” means any products that are sold and fulfilled by Solutiion54/the Shipping Store (or one of its affiliates) on its own behalf.
“Transaction” means the sale of any Product through the Solution54 Site for which Solution54 (or its affiliate) receives Transaction Revenues.
“Transaction Revenues” means: (a) the aggregate revenues (excluding taxes, bad debt, gift-wrapping charges, shipping and handling charges, or services charges and credit card processing fees) derived by Solutino54 and its affiliates from sales of Products through the Solution54 Site as provided herein; less (b) any revenues attributable to returned Products, if such revenues previously were included in “Transaction Revenues”.
“Customer Account Information” means the following non-transaction-specific information you receive from Solution54 prior to the expiration or termination of this Agreement with respect to customer accounts created or otherwise used to purchase Your Products on the Solution54 Site: customer name, physical address, e-mail address and phone numbers. Notwithstanding the foregoing and for the avoidance of doubt, Customer Account Information does not include: (a) any Solution54 Transaction Information; (b) any credit card, other account or identifying number of, or any other information specifically concerning, any payment instrument or method; (c) sign-in credentials; (d) information that pertains specifically to functionality of the Solution54 Site (e.g., personalization settings); or (e) user clickstream information.
“Point of Sale Store” means the store with purchasing customer who is offering that customer inventory they found on Solution54.
“Public Software” means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License. Do we need to list anything here?
“Shipping Store” means the store with the product in stock that is being purchased on Solution54.
“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
“Required Product Information” means with respect to each of Your Products, the following: (a) a description of Your Product; (b) the UPC code (unless we otherwise agree) and SKU number for Your Product and such other identifying information related thereto as we may reasonably request; (c) information regarding the in-stock status, shipping availability period or shipping availability date, and Your shipping limitations or requirements (in each case, in accordance with any categorizations we prescribe from time to time); (d) the categorization of Your Product within each Solution54 browse structure applicable thereto we prescribe from time to time; (e) a digitized image of Your Product (provided that you will first remove any logos, text or other marking included on such image except to the extent that such logos, text or other marking actually appear on Your Product); (f) the price for Your Product; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (h) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) UPC code and SKU number (and other identifying information as Solution54 may reasonably request) for accessories related to Your Product that are available on Solution54’s Site; and (o) any other information we reasonably request (e.g., the condition of used or refurbished products).
“Transaction Information” means the following information you receive from Solution54 associated with any orders of Your Product through the Solution54 Site: total transaction amount; order ID#; order item code; SKU; product name; quantity; price; and adjustments. Notwithstanding the foregoing and for the avoidance of doubt, Transaction Information does not include: (a) any Customer Account Information; (b) sign-in credentials; (c) user click-stream information; or (d) any credit card or other account or identifying number of, or any other information specifically concerning, any payment instrument or method.