INTRODUCTION

This AGREEMENT between Who Wooden, and you (the “Vendor”), contains the complete terms and conditions that apply to you in using this website to list, market, and sell your products on Who Wooden. This Agreement describes and encompasses the entire agreement between us (Who Wooden) and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to this website, the content and computer programs provided by or through this website, and the subject matter of this Agreement, unless other provisions have been agreed to in writing. Amendments to this agreement can be made and effected by us from time to time without specific notice to you. The agreement posted on this website reflects the latest agreement and you should carefully review the same before applying to become a vendor. This agreement is void if the Vendor Application is denied by Who Wooden, which may occur for any reason and at the sole discretion of Who Wooden.

DEFINITIONS

For purposes of this Agreement,

“Product” shall mean any product (physical or digital) owned, created, or produced by the Vendor which Who Wooden has agreed to list, advertise, market, and/or sell. This includes current products, and extends to any future products that the Vendor and Who Wooden mutually agree to list, advertise, market, and/or sell on Who Wooden.
“Customer” shall mean any individual or entity that uses this website or places an order through Who Wooden.
“Purchase Price” shall mean the price for which the Vendor offers a Product for purchase on Who Wooden. The Vendor can change this price using Who Wooden.
GRANT OF RIGHTS

The Vendor grants to Who Wooden the non-exclusive right to market and sell Products directly to Customers, subject to the terms of this Agreement. The Vendor also grants to Who Wooden the non-exclusive right to use the Vendor’s logos and trademarks in connection with advertising, marketing, offering for sale and sale of Products.

NOTIFICATION AND SHIPPING

When a purchase of the Vendor’s Product is made on Who Wooden, the Vendor will be notified within 1 business day. For physical Products, the Vendor is responsible for order fulfillment of the Product. The purchase notification will include a shipping method, which the Vendor must use to ship the Product, if possible. The Vendor agrees to ship the purchased Product(s) to the Customer within 1 to 2 business days, change the order status to “shipped” in the Who Wooden database, and provide tracking information, if available. The Vendor agrees to provide advance notice to Who Wooden for periods of time when it is anticipated that the Product cannot ship within the required timeframe.

Any and all shipping fees paid by the Customer will be passed along to the Vendor at the time of payment. The Vendor will specify a preferred shipment carrier and available shipment methods prior to listing Products on Who Wooden. Flat-rate and tiered shipping will be collected at the specified amount. Live shipping rates will be quoted by the preferred shipping carrier’s standard shipping API and will be calculated based on the weight and shipping origin address provided by the Vendor, as well as the shipping destination of the Customer. If the shipping quote and shipping fees collected do not accurately cover the exact shipping cost, the Vendor will not be compensated for any discrepancies, and remains responsible to ship the Product as ordered. Changes to preferred shipping methods and handling fees can be requested by the Vendor, which will be configured by Who Wooden at its discretion and will apply to subsequent orders.

For digital Products, the Vendor will be notified of each sale, but no additional action will be required. Who Wooden will handle the file transfer to the Customer after completion of the purchase.

INVENTORY

The Vendor agrees to supply and maintain accurate inventory levels on Who Wooden to ensure that any orders placed can be fulfilled. In the event that an order cannot be fulfilled due to lack of inventory, the Vendor will notify Who Wooden immediately so that a refund can be issued to the Customer.

RETURNS

All approved returns will be received and processed by Who Wooden at its sole discretion and Who Wooden will provide a refund or credit to the Customer as deemed necessary. The Vendor agrees to accept returns from Who Wooden for Products that are found to be damaged or defective by the Customer upon receiving it, for which the Customer may request a return authorization within thirty (30) days of purchase. These Products will be returned to the Vendor and the amount paid to the Vendor for the Product will be withheld from the next payment to the Vendor. If refunds for returns exceed the next payment to the Vendor, Who Wooden may withhold funds from subsequent payments or invoice the Vendor for unrecovered funds.

PAYMENTS AND RECORDS

Who Wooden shall pay the Vendor net Product sales amount (gross sales, minus Who Wooden commission, minus applicable returns and charges) owed hereunder by the 15th day of each month for sales during the prior month. Who Wooden will make payment via PayPal unless other arrangements have been agreed upon. Who Wooden will also make available an itemized report of sales, shipping reimbursement, returns deducted, and payments for each statement period.

Setup Fee and Monthly Maintenance. There is no setup fee or monthly maintenance fee.
Commissions. Who Wooden shall retain up to 10% of the Purchase Price as commission for Products successfully sold, and shall pay 90% of the Purchase Price to the Vendor. Alternative commission rates may be agreed upon with Who Wooden prior approval.
Records and Audits. Who Wooden shall keep records and accounts in accordance with generally accepted accounting principles to show the amount of proceeds payable to the Vendor. Who Wooden shall keep these records at the principal place of business for up to two years.
INFORMATION PRIVACY

The Vendor will receive Customer information for fulfillment of orders. The Vendor agrees to use this information only to fulfill the orders placed through Who Wooden. The Vendor may not use such information to contact Customers at additional times or for other purposes, add their information to any contact lists, or disclose such information to any third party for any reason.

PRODUCT MANUFACTURING WARRANTY

The Vendor represents and warrants to Who Wooden that the Product is physically and functionally that which is represented in all advertising materials and any information submitted or supplied to Who Wooden. Furthermore, that all Products sold through Who Wooden are manufactured, produced, packaged, and labeled in accordance with all applicable laws and regulations and do not infringe on the rights of any third parties.

INTELLECTUAL PROPERTY MANAGEMENT

In the case of digital Products, Who Wooden agrees to take reasonable measures to protect Vendor’s intellectual property, in the form of the Product, from illegal download or unauthorized sharing with third parties. In the case of a security breach, Who Wooden will not be held liable for any losses or damages caused by theft of Vendor’s intellectual property. Who Wooden will also not be held liable for any actions taken by Customers once a purchase has occurred and the Product has been delivered via digital transmission to the Customer.

TERM AND TERMINATION

This agreement shall remain in effect perpetually until terminated by either party. Either Who Wooden or the Vendor may terminate this Agreement at any time for any reason, at which point the Vendor’s Products will be removed from public listing and the Vendor’s account will be considered inactive. Unpaid balances will be released to the Vendor during the usual payment cycle. In the event that Who Wooden receives returns after termination of the agreement for which there is no account balance available, the Vendor will be invoiced. The Vendor agrees to reimburse Who Wooden for the total amount of returns within thirty (30) days of receiving the invoice.

EDITING, DELETING AND MODIFICATION

We may edit, delete or modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a notice or a new agreement on our site. YOUR CONTINUED PARTICIPATION AS A VENDOR ON OUR SITE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

INDEMNITY

Vendor shall defend, indemnify, and hold Who Wooden, its officers, employees, agents, and representatives harmless from and against any and all claims, actions, liabilities, losses, fines, penalties, cost, and expense, including attorney’s fees (collectively “Losses”) arising out of any action related to an actual or alleged death or injury to any person, damage to any property, or any other damage or loss claimed to have resulted in whole or in part related to any actual or alleged defect in the Product or any violation by the Vendor of any applicable law, statute, or ordinance.

SEVERABILITY

The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable, such provision shall, if possible and without waiving rights of appeal, be limited or construed so as to make it valid and enforceable or, if such limitation or construction is not possible or would be contrary to the parties’ manifest intentions, such provision shall be stricken from the Agreement. In any event, the remainder of the Agreement shall continue in full force and effect.

GOVERNING LAW AND VENUE

This Agreement shall be deemed to be made in and entered into pursuant to the laws of the United States of America.

WARRANTIES, COVENANTS AND REPRESENTATIONS

The Vendor warrants that it has the power and authority and the legal right to enter into this Agreement and perform its obligations hereunder.