By signing this Agreement on behalf of the applicant Seller named in the online application form for participation in the Online Seller Program (the "Seller"), you acknowledge and signify the Seller's acceptance and Agreement, without limitation or qualification to be bound by this Agreement. You represent and warrant that you have the legal authority to submit the application and sign and agree to this Agreement on behalf of the Seller. If the Seller does not agree with each provision of this Agreement or you are not authorized to sign and agree to this Agreement on behalf of the Seller, you may not apply on behalf of the Seller or sign this Agreement on behalf of the Seller. CBD Supplements is not obligated to accept the Seller's application, and this Agreement will not be effective unless and until CBD Supplements agrees with the Seller's application.
1. RECITALS: Seller and CBD Supplements are entering into this Online Seller Agreement (the "Agreement") to set forth the terms and conditions applicable Seller's offer to sell products (the "Products") to end consumers and commercial buyers (the "Customers") through CBD Supplement's sales channels.
2. AGREEMENT GOVERNS: Unless otherwise agreed to in writing between the parties, all product purchase orders placed with the Seller through CBD Supplements are subject to the terms of this Agreement, even if: (a) the purchase orders do not reference this Agreement; and (b) there are conflicting, inconsistent or additional terms in the Seller's acceptance or confirmation documentation or any of the Seller's standard forms or agreements, whether or not signed, used, acknowledged or otherwise accepted by CBD Supplements, either before or after the date of this Agreement.
3. PURCHASING OBLIGATIONS: CBD Supplements will have no obligation or liability to purchase or find Customers for all or any particular volume of any type of Product from the Seller. CBD Supplements does not guarantee and is not obligated to issue any specific number or type of purchase orders with the Seller. CBD Supplements will not be liable to the Seller for loss of business or revenues or excess inventory if CBD Supplements purchase orders do not meet the Seller's expectations.
4. Seller CONTENT: The Seller may provide Product information relating to the Products, including Product specifications, facts, images, and other textual, graphical, multimedia, or other content regarding the Products ("Seller Content"). The Seller now grants CBD Supplements a license to exhibit, reproduce without modification, publish, publicly perform and transmit via the Internet such Seller Content for advertising and promoting the Products. The Seller shall not make any medical claims associated with the Product.
5. BRAND NAME USAGE: CBD Supplements will be entitled to make reasonable non-exclusive use of the trademarks and trade names associated with the Products (the "Marks") for purposes of CBD Supplement's standard product marketing, advertising, servicing, and sales activities. Upon termination of this Agreement, CBD Supplements may continue to advertise and promote the Products, using the Seller's trademarks, trade names, and Seller Content until inventory depletion (if any) not to exceed 90 days from date of termination. In addition, upon the termination of this Agreement, CBD Supplements shall provide Seller with an accounting of inventory not yet sold, and upon depletion of merchandise, a certification when all stock has been depleted, and use of Seller's trademarks shall cease at that time.
6. COMPETITIVE PRODUCTS: The Seller acknowledges that CBD Supplements market and sell a wide variety of goods, many of which are competitive with the Products. CBD Supplement's relationship with the Seller will not restrict CBD Supplements' marketing and sales activities.
7. INDEPENDENT CONTRACTOR: The Seller is an independent contractor and not an agent or employee of CBD Supplements. CBD Supplements does not grant or agree to give to the Seller, and the Seller will not have any power of attorney, agency, or other authorization to bind CBD Supplements or act on its behalf in any manner.
8. CONFIDENTIALITY: This Agreement and any information marked as confidential or, regardless of form (written/electronic/oral) or marking, is of the nature that a reasonable person would understand its owner would not want it disclosed to the public will be considered to be Confidential Information. Further, Confidential Information will also include (a) any document or data transaction between the parties; (b) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (c) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers (e.g., names and addresses), product plans, and marketing concepts, plans or strategies, (d) matter s relating to project initiatives and designs, (e) matters of a human resources nature such as employment policies and practices, personnel, including individual names, addresses, and telephone numbers; compensation and employee benefits, (f) other information of a similar nature not generally disclosed to the public. Each party agrees not to disclose Confidential Information except to employees or a third-party subject to a similar confidentiality agreement, who need to know to perform their responsibilities. Each party agrees to take at least the same precautions to protect Confidential Information as such parties would utilize to ensure its own confidential information's protection, confidentiality, and security. Seller warrants that it will not use any information provided by CBD Supplements in connection with this Agreement to market directly to CBD Supplements customers. Upon the expiration or earlier termination, this Section shall survive.
9. REPRESENTATIONS/WARRANTIES: The Seller represents and warrants to CBD Supplements that: (a) the Products and Seller Content delivered to CBD Supplements do not infringe any patent, trademark, copyright, or other proprietary rights; and (b) the Products will be free from defects in material and workmanship, and will be fit and safe for the use(s) usually and reasonably intended; (c) the Products are of merchantable quality and will perform in conformance with specifications; (d) it will provide a manufacturer's warranty to end-users of the Products that are generally consistent with or superior to industry standards; and (e) Products offered do not violate any applicable state or federal laws.
10. COMPLIANCE WITH ALL LAWS: In providing the Products and Seller Content to CBD Supplements and performing its other obligations under this Agreement, the Seller will comply with all applicable laws including, without limitation, any relevant product safety laws; any applicable requirements of the United State Food & Drug Administration; and Product safety regulations.
11.TAXES: By signing this agreement, Seller’s are agreeing to allow CBD Supplements to be held responsible for collecting the sales tax and shipping and handling tax of buyers at the end of each transaction. CBD Supplements will remit sales tax and shipping and handling taxes collected from transactions in a timeframe set by the state in which an order is placed. At the end of every fiscal year CBD Supplements will issue a Form 1099-MISC to all Sellers.
12. INDEMNITY: The Seller will indemnify and save CBD Supplements, its parent, subsidiaries and affiliates, and their respective customers, employees, directors, officers and agents harmless from and against all costs, expenses (including legal fees), damages, actions, causes of action, suits, claims, liabilities and judgments, which may be suffered or incurred by them, relating to (a) Seller's breach of this Agreement, including but not limited to its representations and warranties; (b) acts or omissions of Seller relating to the Products which includes, but is not limited to claims that the Products, or use thereof, caused personal injury, death, or real or personal property damage; (c) a Product recall, whether or not initiated by Seller; (d) claims that the Products or any Seller Content provided by Seller or its agents infringes, misappropriates or injures a third party's intellectual property or proprietary rights; (e) false or misleading Product specifications or other Seller Content provided to CBD Supplements to promote and sell the Products; (f) non-compliance with any laws, rules or regulations. If a claim by a third party is made against CBD Supplements, CBD Supplements will promptly notify the Seller of such claim, but failure to give timely notice will not affect CBD Supplement's rights provided the failure does not adversely affect Seller's ability to defend such claim. The Seller will assume the defense thereof, with counsel selected by Seller and reasonably satisfactory to CBD Supplements. The Seller will have control of the defense of any such action (other than administrative, criminal, or quasi-criminal proceedings), including any appeals and negotiations for the settlement or compromise thereof, and will have full authority to enter into a binding settlement or compromise; provided that, Seller will not enter into any settlement or compromise which may adversely affect CBD Supplements without the CBD Supplement's consent, which consent will not be unreasonably withheld.
13. SHIPPING TERMS: The Seller agrees to process and ship all Customer orders within two (2) business days in accordance with the Customer's designated method of shipping.
14. DAMAGED PRODUCT: The Seller agrees to replace, at their own cost, including shipping, any damaged or non-conforming Products. Such replacements shall be shipped within two (2) business days of notification from CBD Supplements' customer service department or the Customer.
15. PAYMENT TERMS: Payments to Seller shall be paid at request of the seller. There is a minimum requirement of $500 USD to initiate request for withdrawal of funds. Seller will be paid out using bank transfer unless mutually agreed upon in writing by both parties to use a different method.
16. DEDUCTIONS: The Seller agrees that all invoice discrepancies, returns, promotional funds, and volume discounts will be deducted from any amounts owing by CBD Supplements to the Seller.
17. TERM: The term of this Agreement will be on a month-to-month basis commencing on the date of acceptance of the Seller's application by CBD Supplements (the "Effective Date").
18. TERMINATION: This Agreement may be terminated by either party at any time upon 30 days prior written notice to the other. This Agreement may be terminated immediately by either party upon written notice to the other if the other party: (a) is wound-up or dissolved or otherwise ceases to carry on business; (b) becomes bankrupt or insolvent; (c) makes an assignment for the benefit of its creditors or proposes a composition or arrangement with its creditors generally.
19. GOVERNING LAW; JURISDICTION: This Agreement will be governed by and construed in accordance with the laws of the State of Oregon. Any dispute arising from, connected with, or relating to this Agreement or any related matters must be resolved before applicable State or Federal Courts for Portland, Oregon, and the parties at this moment irrevocably submit to the original and exclusive jurisdiction of those courts in respect of any such dispute or matter.
20. ASSIGNMENT: This Agreement may not be assigned by the Seller either directly or indirectly, by operation of law or otherwise, without the prior written consent of CBD Supplements, and any attempt to do so will be void and of no effect.
21. NOTICES: All notices, requests, demands, and other communications which are required or maybe given under this Agreement will be in writing, including email, and will be deemed to have been duly given if hand-delivered or mailed by either registered or certified mail, return receipt requested, or by a nationally recognized overnight courier service, ticket confirmed, or by email to each respective party's designated email address. In the case of notices via first-class mail or courier service, notices will be deemed effective upon the date of receipt. Notices will be addressed to the parties as set forth below unless either party notifies the other of a change of address, in which case the latest noticed address will be used: Notices to CBD Email: email@example.com. Notices to Seller: will be sent to the address or email listed on the Seller Registration Form.
22. INSURANCE: The Seller will, at the Seller's own expense, maintain comprehensive general liability insurance including, without limitation, product liability insurance, all risks coverage, and business interruption insurance in customary amounts for the industry and Products sold. There shall be no exclusions for Nicotine products. At the request of CBD Supplements, from time to time, the Seller will provide CBD Supplements with a certificate of insurance as evidence of the above.
23. MODIFICATION: CBD Supplements shall be permitted to modify, amend, supplement, delete, or otherwise change this Agreement upon 30 days notice to Seller. Notice may be provided via mail, electronic mail, or notification on Seller's online portal. The Seller's acceptance of any orders after the lapse of the 30 day notice period shall serve as the Seller's acceptance of the modified Agreement.