Marketplace Seller Agreement

Vendor Agreement

Last updated: September 19, 2019

myKlovr Marketplace Seller Agreement

THIS MARKETPLACE SELLER AGREEMENT (“AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERNS YOUR ACCESS TO THE MYKLOVR MARKETPLACE WEBSITE (“SITE”) TO SELL PRODUCTS PURSUANT TO STUDENT GLOBAL’S MARKETPLACE PROGRAM (“MARKETPLACE PROGRAM”) AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND STUDENT GLOBAL BY REGISTERING AS A SELLER ON THE SITE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

As used in this Agreement, “Student Global” means Student Global LLC, and “You” or “Seller” means the applicant (if registering for the Marketplace Program as an individual), or the business employing the applicant (if registering for the Marketplace Program as a business).

Definitions

For purposes of this Agreement, capitalized terms will have the meaning specified in their contextual paragraph, or where not otherwise defined herein, will have the meanings specified below:

“Affiliate” will mean, with respect to Student Global, any entity, whether incorporated or not, that directly or indirectly controls, is under common controlled by, or is under common control by such party or its corporate parent, where “control” (or variations of it) shall mean the ability (whether directly or indirectly) to direct the affairs of another by means of ownership, contract or otherwise.

“Claims(s)” will mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation.

“Item File” means a data feed between Seller and the Site that includes Seller Content (as defined below) and other relevant or necessary information enabling Seller Content to be made available on the Marketplace Program.

“Law” shall mean any law, ordinance, statute, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, or any governmental authority of competent jurisdiction.

“Losses” shall mean any and all damages (including, without limitation, past, future, direct, indirect, economic, noneconomic, consequential, special, exemplary, incidental, and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys’ fees and costs.

“Seller Content” shall mean all images, product information and content including without limitation, the product data, (i) provided by Seller to Student Global or its Affiliates for use in connection with the Marketplace Program and (ii) otherwise made available by Seller to customer on the Site (“Customer”) (e.g. through Seller’s distribution or hosting of such images, content or information).

Agreement to Student Global’s Terms and Conditions and Privacy Policy

This Agreement is in addition to and supplement Student Global’s Terms and Conditions and Privacy Policy posted on the Site. By entering into this Agreement, you also agree to abide by Student Global’s Terms and Conditions and Privacy Policy. Student Global may modify its Terms and Conditions and Privacy Policy from time to time, with or without notice. Your continued use of the Site and the Marketplace Program following Student Global’s posting of such modifications shall be deemed to be your acceptance of any such modifications. If you do not agree to the changes in the Terms and Conditions or Privacy Policy, immediately cease to use the Site.

Seller Onboarding

In order for Seller to start listing Products on the Site, Student Global will open on Seller’s behalf a Seller Marketplace account on the Seller portal. Within (5) five weeks from the opening of the account, Seller will be required to upload all necessary Seller Content and prepare the Seller storefront to go live on the Site. If Seller fails to take any such actions within the aforementioned period, Student Global may suspend the account. A one-time payment of one hundred and ninety-nine dollars ($199) will be required to re-open the Marketplace Seller account.

Seller’s Content License Grant

  • License for Content. By entering into this Agreement and listing a Product, Seller grants, as well as represents and warrants that it has the right to grant to Student Global and its Affiliates a royalty-free, non-exclusive, worldwide, sublicensable, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, commercially or non-commercially exploit in any manner, incorporate and imbed into other works, and distribute Seller Content throughout the Site and all Affiliate properties.
  • License for Marks. Seller hereby grants Student Global, its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit, and display Seller’s name, trademarks, service marks and logos (“Seller’s Marks”) during the Term in connection with, or for the promotion of, the Marketplace Program or for internal purposes. All such uses of the Seller’s Marks will be subject to the brand guidelines which Seller provides to Student Global.

Product Information and Other Content

  • Content. Seller agrees and warrants that any and all Seller Content: (a) will be truthful, accurate, and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any applicable Law; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and (e) will not create liability for Student Global. Seller agrees that any and all Seller Content may be publicly displayed by Student Global as Student Global sees fit and at no charge to Student Global. Seller will only provide Seller Content for Products that fit into the categories or parameters approved in writing by Student Global. Seller may provide Student Global with Seller Content for Products in additional categories or parameters only upon the prior written consent by Student Global (which may be given by email. Student Global will only allow reviews from verified purchasers.Excluded Products. You hereby represent and warrant that you will not list, offer or sell Products that: (a) are stolen, replicas, counterfeits or unauthorized copies; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) You do not have full right and authority to sell; (d) contain any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) violate any Laws, including those governing export control or consumer protection); (f) contain any material that is obscene, pornographic or that contains child pornography; (g) represent a potential danger for the health or well-being of the Consumers without having the appropriate regulatory approvals and agreeing with and accepting the Regulatory Compliance Addendum attached hereto as Exhibit A, and/or (h) create liability for Student Global. At its sole discretion, Student Global may require Seller’s complete Product catalog for review.

Product Authenticity

  • Authenticity / Authorization. All Products that bear a company’s official brand or logo can be listed on the Site as long as the Products are sold directly by the brand owner or from an authorized reseller. Seller will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeited, replicas, unauthorize copies, illegal or misbranded. Upon Student Global’s request, Seller will promptly provide Student Global with (i) certificates of authenticity (or similar documentation) for Products and (ii) documentation showing that Seller is permitted to sell specific brands or Products on Site.
  • Penalties. If the Seller fails to provide the required documentation, Seller may be removed from the Site, and may be subject to a range of other actions, including but not limited to suspension of their Seller Marketplace account and removal of their Products from the Site.

Fees and Commissions

  • The monthly fees and commissions (“Fees”) payable by Seller to Student Global in order to list and offer Products on the Site are as set forth hereto in Exhibit B. The parties agree that Student Global may revise and adjust the Fees every three (3) months, and such adjusted Fees shall become applicable upon thirty (30) days prior written notice to Seller (which may be given via email).
    Seller Payment. Each month, Student Global shall credit Seller account the amounts received from Customers for orders fulfilled by Seller through the Site minus any Fees and/or other amounts owed by Seller to Student Global (such resulting amount, “Seller Payment”). Student Global shall have no obligation to make any Seller Payment to Seller with respect to any Products, unless and until Student Global receives payment from such Customer. Seller Payments shall be made to the U.S. bank account that Seller designated to receive payments or in such other manner selected by Student Global such as by wire transfer, PayPal, etc. Student Global reserves the right to offset any overpayments to You against any future Seller Payments. Student Global may modify the schedule of payments from time to time upon prior notice to the Sellers. Requests for payments from the Seller account by Seller shall be limited to 3 transaction per month. Payment shall be processed within five (5) business days from receipt of request.
  • Withholding of Payment. Student Global may withhold the payment of funds to You or return funds to Customers, if the Seller is the subject of an investigation, or there is a Claim against You, for any suspected or alleged wrongful conduct or any violation of this Agreement. Student Global will not be liable to You for any such amounts.

Purchase/Order Processing, Fulfillment, and Shipping

  • Orders. Seller will be the merchant of record. Customers purchasing Products through the Site will place orders using the Student Global checkout system and Student Global will collect all proceeds from such transactions, including shipping costs and applicable taxes based on shipment options and tax designations provided by Seller to Student Global. The Customer is the purchaser of record. Student Global will electronically transmit to Seller the order information (e.g. Customer full name, shipping address, and email) (“Transaction Information”) that Student Global determines Seller needs to fulfill each order, including without limitation, shipping Product(s) to Customers and providing Customer service. Student Global will send an automated email message to each Customer confirming receipt of an order. Seller will provide Student Global with Seller’s Customer service contact information which Student Global may include in such confirmation email and/or on the Site.
  • Risk of Fraud and Loss. Seller’s bears the risk of all fraud except for credit card chargebacks resulting from unauthorized payments. Seller will be responsible for all costs related to fraud under any other circumstance, and all chargebacks related to Products sold and Product fulfillment and delivery. For all credit card chargebacks for which Seller bears the risk, Student Global will offset such chargeback amounts against amounts otherwise owed to Seller or send Seller an invoice and Seller will pay such invoice within thirty (30) days of receipt.
  • Fulfillment of orders. (a) Once Student Global has transmitted an order to Seller, Seller will at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the order, including without limitation, packaging and shipping of Products, securing the services of and payment of any freight forwarder or customs broker service charges (as may be required for any particular shipment), import or export duties or taxes (as applicable), and Customer service. Seller agrees that legal ownership and all risk of loss of the Products remains with Seller until the Customer receives the Product from Seller. If Seller cannot fulfill the entire quantity of a purchase order (PO) line in a single order, then the Seller will cancel that PO line, fulfill all other lines in the order and immediately notify Student Global of such cancellation. If the order consists of one PO line that Seller cannot fulfill the entire quantity for, then Seller will cancel the entire order and immediately notify Student Global.(b) Seller will ship only the Product purchased by the Customer and will not include any additional Products, substitute Products, materials or information not purchased by the Customer, other than those materials included in all shipments sold by Seller as long as such materials do not in any way promote other third-party marketplaces.
  • Shipping. (a) Seller is responsible for properly specifying shipping options for all Products in its Item File, and for properly handling all returns, including without limitation, those for Products that have unique requirements for shipping and return handling, including without limitation, hazardous materials or perishable Products to the extent such Products are permitted to be sold on the Site (b) Seller will provide Student Global with the shipping, handling, and any other charges for each Product, separate from the purchase price, in accordance with Student Global’s shipping calculation functionality. Seller will accept payments from Student Global based on the specified shipping charges as full payment for the shipping of such Products to the Customer.(c) Seller will ship Products ordered by Customers by placing the ordered items into the custody of the appropriate shipping agency or freight forwarder within one (1) business day or less following notification of the order. Seller will provide notice of shipment to Student Global through the Seller’s interface on the Marketplace, and Seller hereby represents and warrants that it will only provide notification of shipment following actual shipment of the Product. If Student Global does not receive a shipment notification from Seller within seven (7) days of placement of order, the order may be cancelled by Student Global and Seller will be responsible for all Product costs and shipping costs associated with such cancelled order. (d) Seller will maintain an on-time shipment rate of 95% or higher.

Responsibilities (Cancellation, Returns, and Refunds)

  • Responsibilities. Seller is responsible for processing all Customer cancellations, returns, refunds, and/or Customer Service price adjustments. Seller will provide Student Global with its Customer return, refund and price adjustment policies (“Customer Service Policies”) for display on the Site. Seller’s Customer Service Policies for Products sold through the Site will be no less favorable to Customers than Seller’s most favorable policies offered on Seller’s own site or on other third-party marketplaces where such Products are offered for sale. If Seller does not provide such Customer Service Policies to Student Global prior to the Effective Date, then Seller shall be deemed to have adopted Student Global’s standard customer service policies as may be adopted and/or revised from time to time. Seller shall notify Student Global of any material changes to Seller’s Customer Service Policies at least fourteen (14) days prior to Seller’s implementation of such changes, provided, however, that any such changes shall not be effective with respect to orders until the revised Seller Customer Service Policy has been posted on the Site.
  • Cancellations. Seller will maintain a cancellation rate due to Seller’s error or fault of 3.0% calculated on a rolling thirty (30) day period.
  • Refunds. Student Global will whenever possible provide refunds to Customers via the method of payment used by the Customer (most often the Customer’s credit card) for Products not received or sufficiently different from their Product description. Seller will provide Student Global with the necessary information to process such refunds, such as the reason code and/or any special instructions. Student Global will refund to Seller the amount of the Commission Fee attributable to the amount of the Customer refund (excluding any refunded taxes); provided that Student Global shall have no liability for refunds offered by Seller in excess of the purchase price. Seller will be responsible for all other forms of refund, such as store credit or exchanges, which shall be offered according to the Seller’s own Customer Service Policy. If Seller provides Customer directly with a refund, Student Global shall retain the full amount of the Commission Fee attributable to such Customer refund. If Student Global makes a cash refund to a Customer for a Product returned to Seller, Student Global in its sole discretion, will obtain a refund of the Seller Payment received by Seller for such returned Products either via (i) offset of any amounts payable by Student Global to Seller or (ii) by billing Seller for such amounts.

Parity with Seller’s Sales Channels

Seller will maintain parity between the Products it offers through the Seller’s own site or other third party marketplaces, and ensure that at all times: (a) the purchase price and every other term of the listing (including associated shipping and handling charges and options, any “low price” guarantee, rebate or discount, any free or discounted Products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favorable to Consumers as the most favorable terms offered by Seller through its own site on any other third party marketplace; (b) Customer service for Products is as responsive and available and offers at least the same level of support as the most favorable Customer service offered by Seller on Seller’s own site or on any other third party marketplace. Regardless of the foregoing, initial response time shall be within twenty four (24) hours; (c) the Seller Content provided by Seller to Student Global for the Site (i) is of at least the same quality as the highest quality information displayed or used on the Seller’s own site or provided by Seller to any other third party marketplace and (ii) vides users of the Site with at least as much Product information, images and other content as the information provided by Seller on Seller own site or any other third party marketplace. If Seller becomes aware of any non-compliance with (a) above, Seller shall promptly notify Student Global and compensate adversely affected Customers in accordance with the procedures set forth in Section 9.3 for providing Customers with refunds.

Ownership and Use of Transaction Information

Student Global shall own all Transaction Information. Seller may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, Student Global’s Privacy Policy and all applicable Law. Seller will not (i) disclose or convey any Transaction Information to any third party (except as necessary for Seller to perform its obligations under the Agreement); (ii) use any Transaction Information to conduct Customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect a payment in connection therewith or to influence such Customer to make an alternative or additional purchase; or (iv) target communications of any kind on the basis of the intended recipient being a Consumer.

Ratings and Reviews

Student Global may use mechanisms that rate or review, or allows Consumers to rate or review Seller’s Products and Seller’s performance, and Student Global may make these ratings publicly available. Student Global will have no liability to Seller for the content or accuracy of any ratings or reviews. Seller shall have no ownership interest in or license to use any rating or reviews posted on the Site.

Taxes

  • Taxpayer and Merchant of Record. Seller is the taxpayer and merchant of record and must comply with all applicable tax Law. Seller shall be solely liable for any tax liabilities, including without limitation, any associated penalties, fees or interest. All references to “tax” or “taxes” in this Agreement shall mean all taxes and fees, including without limitation, sales, use and surcharge taxes, import or export duties, electronic waste recycling fees, and all other indirect taxes and fees.
  • Seller Warranty. Seller is solely responsible for determining the amount of sales, use or other indirect taxes owed as a result of the sale of Products, and is solely responsible for reporting and remitting any such taxes required under applicable Law. Seller hereby represents and warrants that it will (a) identify all states in which it has an obligation to collect and remit taxes during onboarding, (b) keep such information updated at all times, (c) report and remit all such taxes collected on Seller’s behalf by Student Global, and (d) maintain appropriate accounting records and documentation to verify the remittance of such taxes collected on Seller’s behalf by Student Global. Upon the request of Student Global, Seller will immediately provide Student Global with records and documentation in the manner, form and substance as Student Global may reasonable request of Seller’s remittance of all taxes collected by Student Global on Seller’s behalf. If Seller is unable to provide such proof to Student Global’s satisfaction, Student Global may retain all such tax amounts and/or terminate Seller’s Marketplace account. Seller acknowledges and agrees that Student Global has no responsibility to collect, report or remit taxes in connection with Seller’s sales. Seller shall cooperate with Student Global regarding any requests for information, audit or similar request by any taxing authority concerning taxes collected and remitted resulting from the sale of Products on the Site.
  • Marketplace Sales Tax. Without limiting the generality of the foregoing, as a marketplace facilitator, Student Global is required by law to automatically collect sale taxes on the Seller’s behalf with respect to any Products shipped to certain States in the United States and its territories, as determined by Student Global in its sole discretion, and all such tax amounts shall be remitted by Student Global to the State from amounts received by Student Global from Customers.
  • Nexus. If any governmental authority determines that Seller has established nexus in a state or local jurisdictions; or that sales, use or other indirect taxes are due from Student Global or Seller on sales of Products through the Site; or that Seller is otherwise responsible for the collection and remittance or reporting of taxes (and all related penalties and interest) related to the sale of any Products, whether or not as a result of any action or inaction by Student Global, Seller (i) agrees that Seller shall solely be responsible for payment of such taxes (and all related penalties and interest) and/or reporting of such taxes (if applicable), (ii) agrees that Student Global shall have no liability to Seller or any governmental authority for such taxes or penalties, and (iii) will not seek any reimbursement from Student Global for such taxes and related penalties. Seller shall indemnify and hold harmless Student Global and its Affiliates and their respective officers, directors, employees and agents for any claims, liabilities, losses, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or related to any ruling by any governmental authority that Student Global or Seller has a tax remittance or reporting obligation in any State on account of sales of Products on the Site, whether or not due to any action or inaction by Student Global. Student Global may immediately charge Seller’s credit card on file and/or set-off any and all costs and/or expenses that are incurred in connection with the foregoing against any amounts owing to Seller, including without limitation, any Seller Payments).

Information Security

Seller will use appropriate internal information security practices to prevent the compromise of its information systems, computer networks and data files by unauthorized users, viruses or malicious computer programs which could in turn be transmitted to Student Global or compromise the security of Student Global Confidential Information (as defined on Section 15.2 below), including without limitation, the Transaction Information. Seller shall promptly notify Student Global of any breach and take all necessary actions to remediate the breach. Seller shall be responsible for any costs, damages or legal notification procedures resulting from any breach of this Section.

Confidential Information

  • Definition. The term “Confidential Information” means all information communicated by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation (a) the terms of this Agreement, (b) existing or contemplated products, services, designs, processes and technical specifications, and (c) information relating to business plans, sales or marketing methods and information accessed via Student Global’s APIs. Seller shall also treat all Transaction Information and tax codes as Confidential Information.
  • Obligations. The Receiving Party may receive Confidential Information from the Disclosing Party during the Term, and such Confidential Information shall be used only to perform its obligations under this Agreement. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care.
  • Exceptions. The obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate (a) is known by the Receiving Party prior to the date of the disclosure by the Disclosing Party without a restriction on disclosure or use; (b) becomes publicly known though no act or fault of the Receiving Party; provided, however, Transaction Information shall remain subject to confidentiality obligations regardless of its availability to the public; (c) was received from a third party without restriction on disclosure or use; or (d) is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.
  • Disclosure by Law. In the event the Receiving Party is required by Law, stock exchange requirement or legal process to disclose any of the Confidential Information, the Receiving Party agrees to (a) give the Disclosing Party, to the extent possible, advance notice prior to disclosure so the Disclosing Party may contest the disclosure or seek a protective order, and (b) limit the disclosure to the minimum amount that is legally required to be disclosed.
  • Return or destruction. Upon the Disclosing Party’s written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement; provided however, the Receiving Party shall continue to keep confidential (i) any Transaction Information, and (ii) the terms of this Agreement. Seller agrees that Student Global may share Seller’s Confidential Information with its Affiliates for internal use only.

Representations and Warranties

Seller hereby represents and warrants to Student Global the following:

  • Authority. Seller is an entity duly organized, validly existing and in good standing under the laws of the state where Seller is registered and Seller has full power and authority to execute Agreement and to perform its obligations hereunder without any further ratification or approval. Seller has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances.
  • No Conflicts. Neither the execution of this Agreement, nor the consummation of the transaction contemplated hereby, will violate or conflict with any obligation, contract or license which could reasonably be expected to interfere with the consummation of the transaction contemplated hereby.
  • Taxes. The person(s) inputting all tax related information (including without limitation, tax designations, and States in which Seller has a tax remittance obligation) (collectively “Tax Information”) into the Item File or otherwise providing such Tax Information to Student Global has adequate tax knowledge and enough information about Seller to accurately and completely enter such Tax Information. All Tax Information shall be accurate and complete. Seller shall promptly update any Tax Information in the Item File as necessary to collect the correct amount of tax from Customers.

Term, Termination, and Suspension

  • Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect as long as the Seller continues using the Site to list and sell Products
  • Termination for Breach. This Agreement may be terminated at any time by either Party if the other Party breaches any provision of this Agreement, and has failed to cure such breach within thirty (30) days of receipt of written notice of breach from the non-breaching party, stating the nature and character of the breach. Student Global may immediately terminate this Agreement if Seller fails to meet any of its tax obligations, including without limitation the requirement of Seller to provide documentation proving that Seller has remitted collected taxes or fees to the appropriate jurisdiction(s) in accordance with Section 13. Either Party may terminate this Agreement without prior notice or a cure period for breaches that are incapable of cure (including, but not limited to, a Party’s involvement in money laundering or terrorist activity). Upon termination of this Agreement under this Section 17.2, if for breach of Seller, any fees due to Student Global at the time of termination shall immediately come due. Termination under this Section does not limit either Party from pursuing any other remedies available to such Party, including but not limited to injunctive relief.
  • Termination in the Event of Insolvency or Bankruptcy. Either Party may terminate this Agreement upon written notice to the other Party in the event (a) the other Party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the other Party and such petition is not dismissed within ninety (90) days of filing; (c) the other Party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar law; (d) the other Party ceases to do business in the normal course; or (e) a receiver is appointed for the other Party or its business.
    Student Global Termination. Student Global may terminate this Agreement at any time, for any reason with or without notice.
  • Seller Termination. Seller may terminate this Agreement at any time, upon fifteen (15) days prior written notice to Student Global.
  • Suspension. Student Global may immediately suspend Seller’s listing of Products on the Site or Seller’s Marketplace Account, at any time and in Student Global’s sole discretion. Upon any termination or suspension of Seller Marketplace account, Student Global may hold all Seller Payments for ninety (90) days to allow for the settlement of all amounts owed to Student Global.
  • Post-Termination Obligations. Seller will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to (i) provide Customer service to Customers who purchased Products on the Site, (ii) pay any invoices delivered by Student Global in connection with this Agreement, (iii) notify Student Global and Customers of any recalls of its Products, (iv) remit any taxes collected to the proper jurisdiction(s), (v) fulfill any outstanding orders, and (iv) immediately notify Student Global of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.
    Survival. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, Student Global’s rights to use Seller’s suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination.

Indemnification

  • Indemnification Obligations. Seller will defend, indemnify and hold harmless Student Global and Affiliates and their respective employees, directors, agents and representatives (each an “Indemnitee”) from and against any and all Losses arising out of or related to third party Claims asserted against, imposed upon or incurred by an Indemnitee due to, arising out of or relating to: (a) any actual or alleged breach of Seller’s representations, warranties, or obligations set forth in this Agreement, Student Global’s Terms and Conditions, or Student Global’s Privacy Policy; (b) violation of any applicable Laws; (c) Seller’s own site or other sales channels, Seller’s Products (including the advertisement, offer, sale or return of any of Seller’s Products) and Seller’s Content; (d) any actual or alleged infringement of any intellectual property rights (including rights of publicity or right of privacy) by Seller’s Products or Seller’s Content; (d) personal injury, death or property damage arising from Seller’s Products; and (e) any and all income, sales, use, and other taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the sale of the Products on the Site, excluding, any taxes related to Student Global’s net income. The term “taxes” includes any class action or qui tam legal claims grounded in an allegation or allegations that Student Global bears some civil or criminal liability for over- or under-collection of any tax or fee on sales of Products offered by Seller.
  • Procedure for Indemnification. Upon receipt of notice, from whatever source, of Claims against Student Global for which Seller is obligated to indemnify Student Global, Seller shall immediately take necessary and appropriate action to protect Student Global’s interests with regard to the Claims. Student Global shall notify Seller of the assertion, filing or service of any Claims of which Student Global has knowledge, as soon as is reasonably practicable.
  • Settlement. Seller, in the defense of any Claim, shall not, except with the prior written consent of Student Global, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the release of Student Global from all liability and blame with respect to the Claim. Student Global shall have the right at all times to accept or reject any offer to settle any Claim against it.

Warranty Disclaimer

THE SITE AND ANY RELATED SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. STUDENT GLOBAL EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF DATA, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, OR NON-INFRINGEMENT. STUDENT GLOBAL DOES NOT WARRANT THAT THE SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR THAT DEFECTS WILL BE CORRECTED.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STUDENT GLOBAL OR ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF USE OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF STUDENT GLOBAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, STUDENT GLOBAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE ACTUAL VALUE OF ANY FEES ACTUALLY PAID [AND PAYABLE] TO STUDENT GLOBAL BY SELLER THROUGH THE SITE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.

Notices

Any notice or other communication required or permitted to be made or given to either party under this Agreement shall be deemed sufficiently made or given on the date of delivery if delivered in person, by facsimile, or by overnight commercial courier service with tracking capabilities with costs prepaid, or three (3) days after the date of mailing if sent by certified first class U.S. mail, return receipt requested and postage prepaid, at the address of the parties set forth below or such other address as may be given from time to time under the terms of this notice provision.

For Seller: The address provided by Seller in the onboarding process.

For Student Global:
Student Global LLC 
1350 Avenue of the Americas, 2nd floor 
New York, NY  10019 
Attn: Legal Department

Controlling Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof. Unless waived by Student Global (which it may do in its sole discretion) the exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the state and federal courts in New York City, New York.

Waivers and Amendments

This Agreement may only be modified, or any rights under it waived, by a written document executed by the Parties. The express waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as waiver hereof.

Severability

If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. If any provision of this Agreement is for any reason held to be excessively broad as to duration, geographical scope, activity, or subject, then such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the then-applicable Law.

Relationship of the Parties

The Parties hereto expressly understand and agree that the other is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. This Agreement does not make either party the employee, agent or legal representative of the other.

No Assignment

Seller shall not assign this Agreement, in whole or in part, without the prior written consent of Student Global.

Complete Agreement

This Agreement is the complete and exclusive agreement by and among the Parties with respect to the subject matter hereof, superseding any prior agreements and communications regarding such subject matter. To the extent that the terms of this Agreement conflict with Student Global’s Terms and Conditions and/or Privacy Policy, this Agreement shall control.

EXHIBIT A

REGULATORY COMPLIANCE ADDENDUM 

This regulatory compliance addendum (“Regulatory Compliance Addendum”) contains specific provisions that apply to Sellers that participate in the Student Global’s Marketplace Program. All capitalized terms used but not expressly defined herein shall have the meaning ascribed to them under the Agreement.

  • Compliance. Seller hereby represents and warrants that Seller has full legal authority to offer for sale or cause to be sold Seller’s Products on the Site, including but not limited to having: obtained all necessary licenses and certifications and/or received necessary government approval. Seller further represents and warrants that Seller is in full compliance with applicable Laws and regulations with respect to Seller’s Products and Seller will continue to comply with any changes to applicable Laws and regulations. It is Seller’s responsibility to determine applicable Laws and regulations to Seller’s Products and to stay up to date on any changes, new regulations or laws applicable to Seller’s Products.
  • Product Safety. Seller hereby represents and warrants that all Seller’s Products offered for sale on the Site comply with all applicable product safety regulations. Seller shall ensure that the Seller Content contains all necessary labels, warnings, disclaimers, and any other similar notices required by applicable Laws with respect to the Products.
  • Product Recalls. Seller hereby represents and warrants that Seller will not offer for sale, sell, or cause to be sold on the Site any Products that do not comply with applicable safety regulations or have been recalled. Seller will promptly remove any Products that are determined to violate applicable safety regulations or are recalled after Seller initially offered such Product for sale.
  • Communications. Seller will promptly notify Student Global in writing of any changes to applicable Laws or regulations that may impact Seller’s Products being sold on the Site. Seller will also promptly notify Student Global in writing of any government communication, investigation, or action relating to Seller’s Products available on the Site.
  • Records. Seller will promptly provide proof of compliance with applicable laws and regulations when requested by Student Global. Seller will retain all relevant proof of compliance, including but not limited to: licenses, certifications, government approvals, and safety inspections for at least five (5) years or the period required by law, whichever is greater.
  • Penalties. If Student Global determines, at is sole discretion, that a Product may represent a risk of injury to a Customer, Student Global may take a range of actions, including but not limited to, request additional information from Seller, place relevant warnings on the Product listing, remove Products from the Site, suspend Seller’s Marketplace account and contact applicable governmental agencies.

This Addendum is hereby incorporated into and made part of the Agreement. To the extent that the terms of this Addendum conflict with the terms of the Agreement, this Addendum shall control, but only with respect to the matters set forth herein. Except as expressly amended by this Addendum, all terms and provisions of the Agreement shall continue and remain in full force and effect and binding upon the Parties.

IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the Addendum Effective Date.

EXHIBIT B

Fees

  1. Fixed Fee. None
  2. Sale Commission. Seller must pay a sale commission (the “Sale Commission”) for each Seller’s Products sold through the Site. The Sale Commission is a percentage of the Sales Proceeds for each Product depending upon the Product’s approved listing categories as set forth below. “Sales Proceeds” shall mean the gross sales proceeds from the sale of the Products, including all shipping and handling, gift wrapping and other charges with respect thereto, but excluding any taxes separately stated and charged.
Product Category Commission Rate
Books15%
Online Learning15%
Counseling 15%
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