MODALYST MARKETPLACE TERMS & CONDITIONS FOR SUPPLIERS

THE FOLLOWING TERMS AND CONDITIONS APPLY TO TRANSACTION(S) BETWEEN MODALYST, INC. ("MODALYST")AND SUPPLIER (“SUPPLIER” or “you”). THE SUPPLIER AGREES TO BE BOUND AND ACCEPTS THESE TERMS AND CONDITIONS FOR USE OF AND ACCESS TO THE MODALYST PLATFORM AND MODALYST SERVICES (THIS "AGREEMENT"), WHICH SHALL APPLY TO ALL TRANSACTIONS WITH MODALYST.BY REGISTERING FOR OR USING THE MODALYST SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY.

 

ENTIRE AGREEMENT

Except as otherwise agreed in writing signed by the Supplier and Modalyst, this Agreement constitutes the entire agreement between Supplier and Modalyst relating to the use of the Modalyst services and platform, and supersede any prior agreements, written or oral, between Supplier and Modalyst with respect to such use of the Modalyst services.

Any terms or conditions contained in any document issued by the Supplier that in any manner purport to alter, modify, change, suspend, or add to any term or condition contained in this Agreement shall be of no force and effect, and shall be deemed excluded from such Supplier document and waived by the Supplier. Supplier and Modalyst expressly agree that Modalyst may modify this Agreement from time to time, and such modifications shall be binding upon Supplier upon written notice to the Supplier. 

 

RELATIONSHIPS WITH RETAILERS

At any time, you can decide to not work with a retailer for any number of reasons. When such a situation occurs, the retailer will be notified that you are no longer interested in working with them. At this point, the retailer is expected to remove your items from their store. If the retailer is using the Shopify app, these items will automatically be removed from the retailer’s store. You have no obligation to fulfill any future orders from this retailer but will be required to fulfill open or existing orders. If the retailer would like to resume working with the supplier at a later time, they can submit a request three months later. The Supplier can re-initiate the working relationship at any time.

COMMUNICATION WITH RETAILERS

You agree that messages regarding orders from Retailers will be addressed within 24 hours of receipt. Retailers expect you to answer any questions / concerns promptly so they can communicate with their customers.

Messages from Retailers about other matters are encouraged to be addressed within 24 hours. Suppliers who respond quickly to messages on average perform better in the marketplace.

PRICING and payment

You agree that the MSRP retail prices listed on the Modalyst marketplace are consistent across all your sales channels (including your own ecommerce site). Our data shows this will maximize sales and visibility across the marketplace.

The "Item Cost" associated with each product is what the retailer will pay you when an order is placed. The retailer can choose to mark-up the "Item Cost" according to the "Pricing Rules" the retailer sets in his/her account. Regardless of what the retailer sells the item for on his/her website, the retailer will always pay the "Item Cost" to the Supplier.

You further agree to pay Modalyst a transaction fee of 5% of the MSRP per sale. 

PACKAGING & SHIPPING

You agree that no independent promotional materials will be included in your packaging (e.g., coupons to buy directly from your site). Only the invoice provided by Modalyst (which can be downloaded from your “Orders” section) is allowed in such packaging.

You further agree that you will honor the “Processing Time” and “Shipping Time” reflected on your Modalyst profile, which can be edited here. Retailers rely on this information to inform their customers so it must be accurate. You acknowledge that you are expected to ship products all year round. If for some reason you are unable to meet your delivery window, you agree that you will contact Modalyst (support@modalyst.co) in advance.

You agree that you will include the correct return address on the shipping label on the package to the customer to inform the customer of where to return the item if necessary.

The Modalyst Marketplace follows flat rate shipping on a per Supplier basis. Across the Modalyst Marketplace, there is a limit to the shipping costs depending on the region from which the item is being sent. For example, US to US shipping has a limit of $5, plus a max of $0.75 per additional item sent by the same Supplier. Suppliers therefore, can adjust the cost below $5 but cannot exceed $5 for domestic shipping. Any shipping and handling costs must be reasonable in relation to the goods shipped.   You may be exempt from the shipping rate limit due to the weight and size of the items you ship (e.g., furniture and men's shoes).   Please note the shipping cost in the "Item Detail" page of each item. Retailers are required to pay the stated shipping rate with the cost of goods purchased. Suppliers are not responsible for shipping costs. When the retailer pays for the items, the shipping costs will be automatically added to their invoice. Once the product has been shipped to a customer, Supplier is required to include the tracking number on Modalyst under the record of the purchase order.

PRODUCT AVAILABILITY AND PROCESSING TIMES:

 

All products listed in your dropshipping showroom must be available for dropshipping as long as the you have previously agreed to work with the retailer. If a product is unavailable for dropshipping, you must promptly remove the product from your dropshipping showroom. Retailers will receive daily updates about any changes to a supplier’s dropshipping showroom and are responsible for updating their online store accordingly.

You must indicate your processing times as well as delivery times on your dropshipping profile. Retailers should review these processing times and delivery times prior to engaging in a dropshipping relationship with you. Please note that processing times + delivery times is the estimated time it takes to get an item to your customer.

All images for product listings must be original with no watermarks or text. You are encouraged to use images that are in high resolution and on white background as this attracts more retailers. For suggested dimensions, please see our Help Center Page.

INTELLECTUAL PROPERTY

 

You represent and warrant that all relevant trademarks and copyrights in images and designs related to the products listed in your dropshipping showroom belong to you and you hereby grant to Modalyst a license to use, display and sub-license said trademarks and copyrights in the Modalyst Marketplace. As long as a retailer maintains an active dropshipping account with you, you further hereby grant to the retailer a non-exclusive license to download your imagery to upload to their online store and use of your trademarks. You further warrant that all content and media submitted through Modalyst does not and will not infringe any third-party intellectual property rights or other proprietary rights. 

RETURNS

 

You are expected to follow a 14-day return policy during which a customer may return an item that is undamaged, unworn, and unused with tags still attached within 14 days from when the item was received. Supplier must provide a return/refund policy for any damaged or defective items as long as any claims are placed within the agreed upon 5 days of the item being received. For more on returns, find details on the Modalyst Return Policy here.

 

REPRESENTATIONS

 

You hereby represent and warrant to Modalyst that:

You are duly organized, validly existing and in good standing under the laws of the country and/or state in which your business is registered.

You have all requisite rights, power and authority to enter into this Agreement and perform your obligations hereunder.

You and any of your agents or contractors will comply with all applicable laws in your performance of your obligations hereunder.

All products are original or you have obtained all necessary rights to the products and are not reproductions of existing products by other brands.

You manufacture these products and own the inventory. This may include inventory which are managed, stored and shipped from a warehouse.

You are NOT purchasing ready-made products and reselling them in the marketplace. Modalyst does not accept resellers into its marketplace. Modalyst defines a reseller as an entity or individual that lists an item as their own when he/she/it had no involvement in designing or making that item. Any resellers that were previously allowed in the marketplace prior to these Terms and Conditions have been flagged as a reseller. 

You own the copyrights to, or the right to enforce and license the copyrights to, any photographs of products used on the Modalyst platform. You also own the rights to any trademarks used in connection with your products on the Modalyst platform. 

Your profile description honestly and accurately represents your brand.

Your product descriptions are detailed, honest and accurate and any claims made relating to the products are substantiated.

SUPPLIER Restrictions

You agree and acknowledge that Suppliers are NOT permitted to sell certain products in the Modalyst marketplace, including the following. 

Pharmaceuticals

Drug paraphernalia

Vitamins and/or health supplements

Food and beverages

Cigarettes & Alcohol

Any goods which are regulated by the government

Whether a product falls into one of these restricted categories will be decided in the sole discretion of Modalyst. 

You hereby acknowledge that Modalyst will be periodically placing orders to make sure that you are indeed meeting the above standards regarding restricted items.

You also further acknowledge that retailers may flag and report to the Modalyst audit team when any listing appears to violate our these terms and conditions for Suppliers. Modalyst reserves the right and sole discretion to remove any listings that violate our policies, and may suspend or terminate your account for any violations.

 

INDEMNIFICATION

 

You agree to indemnify and defend Modalyst and its directors, officers, employees and agents from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees brought against Modalyst by any third party arising from your actual or alleged violation of this Agreement, the rights of a third party, or applicable law. Modalyst reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to this indemnification provision. In any event, no settlement that affects the rights or obligations of Modalyst may be made without Modalyst’s prior written approval.

 

LIMITATION OF LIABILITY

 

MODALYST SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INDIRECT DAMAGES (INCLUDING FOR LOST PROFITS OR ANTICIPATED PROFITS, CUSTOMER REPUTATION, LOST INCOME OR REVENUE, OR COST OF SUBSTITUTE GOODS) REGARDLESS OF THE CLAIM OR CAUSE OF ACTION, WHETHER OR NOT MODALYST WAS AWARE OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. SUPPLIER AGREES THAT IN NO EVENT SHALL MODALYST’SLIABILITY FOR ANY CLAIM WITH RESPECT TO ANY PURCHASE ORDER BE MORE THAN THE COST OF THE GOODS SUBJECT TO SUCH PURCHASE ORDER.

ASSIGNMENT

This Agreement may not be assigned by the Supplier without Modalyst’s prior written consent. Notwithstanding the foregoing, either party may assign this Agreement without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by the Supplier to assign this Agreement in breach of this paragraph shall be void and of no effect.

GOVERNING LAW

 

This Agreement is governed by New York law without regard to its conflicts of law rules. Modalyst and Supplier consent to exclusive jurisdiction in New York County, New York in connection with all disputes related in any way to this Agreement and consent to service of process by nationally recognized overnight courier. 

FORCE MAJEURE

 

Modalyst shall not be liable for any failure or delay in delivery or in its performance under these terms and conditions due to any cause beyond Modalyst’s reasonable control, including, without limitation, any act of war or civil insurrection, national emergencies, acts of God, fire, explosion, storm, earthquake, flood, embargo, riot, sabotage, industry-wide strikes, lockouts, labor difficulties, supplier failures, unavailability of materials, or governmental acts. 

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