This Avenue Shops Seller Terms and Conditions Agreement (“Agreement”) is made by and between you (“Seller”) and Avenue Shops LLC, a Delaware corporation (“Avenue Shops” or “Company”), and, is made effective on the date this Agreement is electronically accepted by Seller (“Effective Date”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
- Company and Seller Responsibilities. Seller shall, subject to the terms and conditions of this Agreement, and any other applicable agreement or document incorporated herein by reference, utilize the Company’s website and tools (“Avenue Shops Platform”) to sell various Company owned items in Seller’s Avenue Shops storefront (“Seller Storefront”), including but not limited to, apparel, fashion products, and home goods (“Product”). Upon acceptance of this Agreement by Company, Seller shall have the right to: (a) sell Product to customers in accordance with this Agreement; and (b) subject to availability, purchase Product at its wholesale price offered by Company. Company shall be responsible for (v) managing Product inventory; (w) processing customer financial information for purchase and sale transactions; (x) shipping Product; (y) processing Product returns; and (z) determining Product pricing.
- Fees. Seller shall pay a one-time setup fee of two hundred and ninety-nine dollars ($299) and a monthly fee of two hundred and ninety-nine dollars ($299) as consideration to utilize the Avenue Shops Platform and sell Product from the Seller Storefront (“Participation Fee”). Company may, at its sole discretion, create, amend, or discontinue certain aspects of its program pertaining to its Product, business, sellers, and others. Notification of amendments shall be sent to Seller by email and posted on Company’s website. Amendments shall become effective after notification to Seller, but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The continuation of Seller’s business by selling Product in the Seller Storefront, the purchase of Product hereunder, or Seller’s acceptance of payments from the Company after the effective date of any amendment shall constitute Seller’s acceptance of any and all amendments. If Seller is in breach, default or violation of the Agreement at termination of the Agreement, Seller shall not be entitled to receive any further payments or commissions, whether or not the sales for such payments or commissions have been completed. Seller agrees that Company may deduct, withhold, set-off, or charge to any form of payment Seller has previously authorized, any amounts Seller owes or is indebted to Company.
- Termination. The term of this Agreement ends one month from the Effective Date. This Agreement shall thereafter automatically renew for successive one-month periods unless either party notifies the other that it does not wish to renew the Agreement. Seller may terminate this Agreement at any time. To avoid incurring the Participation Fee, Seller must notify Company of Seller’s election to terminate at least thirty (30) days prior to renewal date. If Company elects not to renew the Agreement, it shall provide Seller with written notification of such election at least thirty (30) calendar days prior to the renewal date. If this Agreement is terminated for any reason, Seller shall not be eligible to purchase Products from Company at wholesale prices or make sales on behalf of Company or use any intellectual property, including, without limitation, trademarks, styles, or names of Company (“Intellectual Property”) or any Confidential Information of Company. In the event of termination or non-renewal of this Agreement, all rights of Seller, if any, to any commissions, or other compensation, shall terminate. Notwithstanding anything in this Agreement, Company reserves the right to immediately terminate this Agreement without notice in the event that Seller misrepresents Products or Company, or if the acts of Seller cause a negative impact on the business or reputation of Company.
- Returns. Company shall not be responsible for processing customer Product returns. In the event of a damaged or defective Product, Company shall send a replacement (if available), or issue a store credit or refund if the same product is no longer available.
- Independent Contractor. Seller shall be an independent contractor and not an employee, franchisee, representative, agent, joint venturer or partner of Company. This Agreement shall not create an employer-employee relationship and shall not constitute a hiring of such nature by any party. Seller is not authorized to, and shall not, obligate Company in any way legally or financially. SELLER UNDERSTANDS THAT SELLER IS NOT, AND SHALL NOT BE TREATED AS, AN EMPLOYEE OF COMPANY FOR FEDERAL OR STATE TAX PURPOSES OR ANY OTHER PURPOSES WHATSOEVER. Seller shall be responsible for and pay Seller's own self-employment taxes, estimated tax liabilities, business equipment or personal property taxes and other similar obligations, whether federal, state or local. Company shall not pay or withhold any FICA, SDI, federal or state income tax or unemployment insurance or tax or any other amounts because the relationship of the parties hereto is not that of employer-employee, but that of independent contractors. Seller shall be solely responsible for the payment of all taxes, withholdings and other amounts due in regard to Seller’s own employees, if any. Seller shall establish Seller’s own goals, working hours and methods of sale, so long as Seller complies with the terms of this Agreement and all applicable laws. Company does not maintain or enforce exclusive sales areas or territories for the benefit of Seller. Seller expressly acknowledges that neither this Agreement, nor any Commissions or programs pertaining to the Product or business of Company constitutes a franchise, business opportunity, or seller assisted marketing plan or other regulated sales relationship. Specifically, Company does not represent that Seller can earn any amount hereunder.
- E-Sign. Seller may execute this Agreement pursuant to the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and any similar state laws (collectively “E-Sign Laws”). Accordingly, this Agreement constitutes an electronic record in satisfaction of the provisions of 15 U.S.C. §7006(4) and the E-Sign Laws. Seller acknowledges that this Agreement is capable of retention by the recipient at the time of receipt in satisfaction of the E-Sign Laws. Seller acknowledges that Seller is able to access, print and/or store this Agreement pursuant to the E-Sign Laws.
- Confidential Information. Unless specified in writing otherwise by Company, all information provided by Company to Seller is and shall remain confidential (“Confidential Information”). The Confidential Information shall include, but not be limited to, all customer information, customer and client lists, sales information, wants and needs of customers, agreements, communications, plans, designs, reports, projections, budgets, proformas, or other materials, whether or not furnished or prepared by Company or its agents (as herein defined). Seller shall: (i) not directly or indirectly divulge, disclose, disseminate, distribute, license, sell, use or otherwise make known any Confidential Information to any third party or person or entity not expressly authorized or permitted by Company to receive such Confidential Information; (ii) use best efforts to prevent disclosure of any Confidential Information to any third party and exercise the highest degree of care and discretion in accordance with all express duties hereunder to prevent the same; and (iii) not directly or indirectly make any use whatsoever of the Confidential Information or Intellectual Property, or of any feature, specification, detail or other characteristic contained in or derived from, the Confidential Information or Intellectual Property, except for purposes of performing services hereunder.
Data Protection. Certain personally identifiable information (PII) is collected by Company for the sole purposes of providing services to Seller. This Data Protection section explains why Company processes this data and outlines the measures we have implemented to safeguard this information.
- Information Collection and Purpose: When processing ecommerce orders on behalf of Seller, we collect and store certain PII about their customers. The information collected includes the customers' first name, last name, full address, phone number, and email address. We require this information solely for the purpose of efficiently and accurately shipping orders and providing related customer support regarding orders to Seller.
Data Security Measures: We prioritize the security and integrity of the data entrusted to us. To ensure the protection of PII, we have implemented the following industry-standard security measures:
- Encryption: All data transferred between our systems and the clients' systems is encrypted using Secure Sockets Layer (SSL) protocols. PII data stored within our database is also encrypted to provide an additional layer of protection.
- Internal Safeguards: We maintain rigorous internal safeguards to limit employee access to PII data. These safeguards include strong password policies, role-based access control, and regular access monitoring. Only authorized personnel who require access to perform their duties have permission to view or handle customer data.
- Data Access Tracking: We employ robust systems to track and monitor all access to PII data. This allows us to maintain an audit trail of interactions with the data, ensuring accountability and enabling prompt identification of any potential unauthorized access attempts.
- Secure Storage and Backups: PII data is encrypted and stored securely within our databases. All backups of our databases are also encrypted, ensuring that data remains protected even in the event of a system failure or disaster.
- Limited Use and Non-Disclosure: We strictly adhere to a policy of not selling, renting, or otherwise disclosing any PII collected during the order fulfillment process. The information is used solely for the purpose of shipping orders and providing related customer support. We do not engage in any marketing activities using this data.
- Compliance with Applicable Laws and Regulations: We are committed to complying with all relevant data protection laws and regulations. This includes, but is not limited to, the General Data Protection Regulation (GDPR) for clients and customers located in the European Union (EU), the California Consumer Privacy Act (CCPA) for clients and customers located in California, and any other applicable regional or national data protection laws.
- Data Retention: We retain PII data only for as long as necessary to fulfill our contractual obligations and legal requirements. Once the retention period expires, we securely delete or anonymize the data to ensure it cannot be linked back to any individual.
- Indemnification. Company, its parent or affiliated companies, directors, officers, shareholders, members, managers, employees, assigns, and agents (collectively “affiliates”), shall not be liable for, and Seller releases, defends, and holds harmless Company and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. Seller further agrees to release, defend, and hold harmless Company and its affiliates from all liability arising from or relating to Seller’s promotion or operation of Seller’s Avenue Shops business, Seller Storefront, and any activities related thereto and any matters set forth herein, and agrees to indemnify Company and its affiliates for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that Seller undertakes in operating Seller’s independent Seller Storefront.
- Publicity. Seller hereby grants to Company an irrevocable license to use Seller’s name, photograph, likeness, personal story, testimonial, and/or Avenue Shops business history or information in advertising and promotional materials and waives all claims for remuneration for such use. Seller waives any right to inspect or approve the same prior to publication by Company.
- Assignment. Seller may not assign this Agreement or any rights hereunder without the prior written consent of Company. Any attempt to transfer or assign the Agreement or any rights under the Agreement without the express written consent of Company renders the Agreement voidable at the option of Company.
- Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Utah without regard to principles of conflicts of laws.
- Survival. Sections 5-13 shall survive termination of this Agreement.
By typing your name below and/or clicking “I Accept” you confirm that you have read these Avenue Shops Seller Terms and Conditions, and that you understand such terms and conditions and agree to be bound by them.