General Terms - Shoplazza Reseller Services

Last updated on: August 26, 2024

These General Terms, along with the applicable Reseller Authorization Agreement (the “Reseller Agreement”, collectively, the “Terms”), the Shoplazza Terms of Service and the Partner Program Agreement (as applicable) form an agreement between Shoplazza (together with its affiliates, “Shoplazza”), and the Company, which are specified in the Reseller Agreement.

 

1. DEFINITIONS

For the purpose of these Terms, the following terms shall have the following meanings, unless otherwise defined or the context requires otherwise:

  1. “Affiliate Partners” refer to individuals or entities with significant online presence, who engage in promoting, endorsing, and driving sales for the Products. The Partners use various platforms, including social media networks (e.g., Instagram, TikTok), blogs, websites, or video channels, to generate interest and sales through sponsored content, reviews, endorsements, affiliate marketing, or advertisements.
  2. “Confidential Information” refers to any data, information, or materials disclosed by one Party to the other Party during the performance of this Agreement, including but not limited to business plans, customer information, product details, business strategies, social commerce management practices, financial information, technical information, trade secrets, and internal communications. Confidential Information also includes any information designated as ‘Confidential’ or, by its nature and the context of its disclosure, should reasonably be understood as confidential.
  3. “Customer” refers to an individual or entity that purchases Products from Shoplazza through the online sales channels authorized under this agreement.

  4. “SaaS Services” refer to the commerce services offered by Shoplazza to its users, including but not limited to, Online Services, POS Services and other applicable services available on its platform.

  5. “Social Commerce Platforms” refer to any website, mobile application, or other digital platform that connects buyers and sellers, allowing for the exchange of goods and services over the internet. Examples include: TikTok Shop, Facebook Marketplace, Instagram Shopping, Pinterest Shopping, etc. Any new or emerging digital platform that serves a similar function as described in this section shall also be considered a Social Commerce Platform under this Agreement, unless explicitly excluded by mutual written consent of the Parties.
  6. “Online Merchants” refer to individuals or entities that operate their online stores hosted on Shoplazza platform.

  7. “Products” refer to the items supplied by the Company that are covered under these Terms for sale through online channels.

  8. “Territory” shall mean the geographic area or market segment, as specified in the Reseller Agreement where Shoplazza is exclusively authorized to sell the Product(s).

 

2. ENGAGEMENT FOR SERVICES

The Company hereby engages the SaaS Services, social commerce management service, reseller appointment and management service, (collectively, “Services”), provided by Shoplazza in compliance with the Reseller Agreement.

 

3. AUTHORIZATIONS

The Company irrevocably and exclusively grants to Shoplazza:

  1. The right to manage and operate the online store built by the Company utilizing the SaaS Services for the listing and sale of its products under these Terms.
  2. The right to create, register, and manage Social Commerce accounts, as specified in the Reseller Agreement, and the exclusive right to use the Intellectual Property, as outlined in Section 9 of the General Terms, for the purpose of managing and operating these Social Commerce accounts for the marketing and sale of the Company’s products for the duration of the Reseller Agreement. All such social commerce accounts shall be owned and controlled by Shoplazza.
  3. The right to appoint Online Merchants as sub-distributors, who will market and promote the Products through their online stores for the duration of the Reseller Agreement.
  4. The right to appoint Affiliate Partners as sub-distributors, who will market and promote the Products through their online platforms for the duration of the Reseller Agreement.
  5. The right to sublicense its intellectual property to Online Merchants and Affiliate Partners (“Collectively “Resellers”) for the purpose of marketing and selling the products, provided that such sub-licenses are subject to the terms and conditions of these Terms and Shoplazza shall have responsibility for ensuring compliance by its Resellers. The License granted herein shall remain in effect for the duration of the Reseller Agreement and shall terminate upon its expiration or earlier termination.

 

4. RELATIONSHIP

The status of Shoplazza will be that of independent contractor and the Shoplazaa and its employees will not be deemed employees or agents of the Company. Shoplazza shall have no power or authority to bind the Company to any obligation or liability without the Company's express prior written consent, and Shoplazza shall not hold itself out as having any such authority.

 

5. RESPONSIBILITIES

The parties agree to perform the following responsibilities:

  1. Shoplazza shall use commercially reasonable efforts to market and sell online the Company’s products in the Territory.
  2. Shoplazza reserves the right, but not the obligation, to reject to market any Product under these Terms if it reasonably believes that such Product violates applicable laws and regulations or the terms of these Terms.
  3. The Company shall have full responsibility for the production of the products and shall ensure that they comply with applicable laws, regulations, and industry standards, including but not limited to safety, labeling, packaging requirements and import/export regulations in all the Territory.
  4. The Company shall establish and communicate pricing strategies for its products. Any price changes must be agreed upon with Shoplazza.
  5. The Company shall ensure that it holds all necessary intellectual property rights or licenses for the products under this agreement.
  6. The Company shall be solely responsible for all representations and warranties concerning the Products.
  7. The Company shall be solely responsible for all claims related to product defects, recalls, or other product-related liabilities.
  8. The Company shall be responsible for informing Shoplazza of any updates or changes to the Products, including new product launches, discontinuations, or changes in product features.
  9. The Company shall be responsible for responding to all customer inquiries and complaints and the fulfillment of all customer orders.

 

6. PAYMENTS OF FEES

  1. The Company shall pay the Subscription Fees, Transaction Fees and other Additional Fees for the SaaS Services in accordance with the Shoplazza Terms of Service and the pricing plan which is available at: https://www.shoplazza.com/pricing.
  2. The Company shall pay Shoplazza Professional Service Fees for the social commerce platform management services provided, in accordance with the Reseller Agreement.
  3. The Company shall pay Reseller Commissions to the Resellers under the “Tiered Commission Plan” as outlined in the Reseller Agreement. The Tiered Commission Plan shall be proposed by the Company and agreed upon, with execution managed through Shoplazza’s automated system.
  4. “Fees” shall refer to all amounts and fees that the Company is obligated to pay to Shoplazza under these Terms, including but not limited to all fees mentioned in Sections 6.1 to 6.3 above.
  5. Shoplazza shall be responsible for collecting all payments on behalf of the Company and Resellers and shall distribute the revenue accordingly.
  6. Shoplazza shall provide the Company with a statement of sales, on a quarterly basis.
  7. In the event of any dispute regarding a payment, the Company shall notify Shoplazza in writing within ten (10) business days of receipt of the disputed payment. The parties shall endeavor to resolve any such disputes in good faith and in a timely manner.
  8. Upon termination or expiration of the Reseller Agreement, a final reconciliation of all amounts due under the Revenue Share arrangement shall be conducted within ninety (90) days. All outstanding balances shall be promptly settled by the parties.

 

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

The Company agrees to indemnify, defend, and hold harmless Shoplazza and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to (a) any breach of these Terms by the Company; (b) any product liability or other claim related to the Company’s products sold by Shoplazza and/or the Resellers; (c) any infringement or alleged infringement of intellectual property rights of third parties by the Company’s products.

 

8. WARRANTIES AND REPRESENTATIONS

  1. Each party warrants and represents that:
    1. It has all requisite corporate power, approvals, authorizations and licenses necessary to execute, receive and perform obligations under these Terms.
    2. It is duly organized and validly existing under the laws of its jurisdiction of incorporation and it will at all times hold all permits and licenses (whether of a statutory, regulatory, contractual nature or other kind) necessary to perform its services.
    3. It shall comply with all applicable laws and regulations in the performance of its obligations under these Terms.
    4. It is not a party to any written or oral agreement with any third party that would restrict its ability to enter into these Terms and/or the Reseller Agreement to perform its obligations hereunder and that entering these Terms and/or the Reseller Agreement will not breach any non-disclosure, proprietary rights, non-solicitation or other covenant in favor of any third party.
    5. It shall not discredit or damage the good name or reputation of the other.
  2. The Company warrants that the Products will conform to the specifications, quality standards, and labeling as provided by the Company, and that they will be free from defects in materials and workmanship. The Company further warrants that all representations and warranties included in the product labeling, marketing materials, and other related documentation are accurate and comply with all applicable laws and regulations.
  3. SHOPLAZZA DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES UNDER THIS AGREEMENT.

 

9. CONFIDENTIALITY

Each Party must not share the confidential Information with any third party and shall restrict disclosure of the Confidential Information to employees, contractors, agents, and affiliates solely on a “need to know” basis for use solely for purposes of this Agreement.

 

10. INTELLECTUAL PROPERTY

  1. The Company grants to Shoplazza a non-exclusive, royalty-free, and transferable license to use, reproduce, distribute and display, the Company’s trademarks, logos, and other brand related material (Collectively “Intellectual Property”) solely in connection with the performance of Shoplazza’s obligations within the Territory under this Agreement. The License granted herein shall remain in effect for the duration of this Agreement and shall terminate upon its expiration or earlier termination.
  2. Any marketing material created by Shoplazza or Resellers under this Agreement,, including but not limited to videos, images, graphics, captions, and other content (Collectively, “Marketing Content”) shall be deemed the sole and exclusive property of Shoplazza. This includes any adaptations, modifications, or derivative works based on the baseline promotional materials provided by the Company. The Company hereby acknowledges and agrees that Shoplazza retains all rights, titles and interest to such Marketing Content and the Company shall have no claim, right, or interest herein.
  3. Shoplazza grants the Company a limited, and royalty-free licence to use the Marketing Content for the purpose of promoting the Products. The Company acknowledges that the use of such content does not confer ownership rights. The License granted herein shall remain in effect for the duration of this Agreement and shall terminate upon its expiration or earlier termination.

 

11. TERM AND TERMINATION

  1. The Reseller Agreement shall come into effect upon signature by both parties and shall remain valid for the Initial Term as set out in the Reseller Agreement. Unless either Party notifies the other Party in writing not to renew the Reseller Agreement thirty (30) days prior to the expiration of the current term, the term of the Reseller Agreement shall be automatically extended by one (1) year upon the expiration of the current term, and so forth.
  2. Either party shall have the right to terminate the Reseller Agreement in advance by giving thirty (30) days written notice to the other party.
  3. The Reseller Agreement may be terminated with immediate effect by either party on giving written notice to the other party in the event that the other party is in material breach of these Terms.
  4. Those provisions of these Terms that logically should survive the termination of the Reseller Agreement in order to accomplish the fundamental purpose of it will do so, including Sections 5, 7, and 8.
  5. Notwithstanding the termination of the Reseller Agreement pursuant to the provisions above or upon expiration of its term, any SaaS Services purchased by the Company under these Terms shall remain in full force and effect. The Company is liable for paying any applicable Fees hereunder, unless such services are terminated, the subscription is cancelled (but remaining due amount shall be paid), or the subscription period has expired in accordance with the Shoplazza Terms of Service or other applicable terms or documents.

 

12. MISCELLANEOUS

  1. Entire Agreement. These Terms together with any annexures attached hereto constitutes the entire agreement between the parties, and supersedes all other agreements, arrangements, understandings, or representations between them, whether oral or written.
  2. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario. The parties agree that the courts of the province of Ontario will have exclusive jurisdiction over any matters arising from this Agreement. Each party hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario.
  3. Amendment. These Terms may be updated from time to time at Shoplazza’s sole discretion. The Company acknowledges and agrees that Shoplazza may amend these Terms at any time by posting the relevant amended and restated Terms on Shoplazza’s website, available at https://www.shoplazza.com/general-terms-shoplazza-reseller-services, and such amendments to these Terms are effective as of the date of posting. By using the Services after the amendments, the Company agrees to be bound by the most current version of these Terms, which shall be deemed accepted upon such use. It is the Company’s responsibility to review these Terms regularly to ensure compliance with any updates. If the Company does not agree to any changes to these Terms, the Company must discontinue the use of the service.
  4. Notice. Any notice or other official communication given to a party under or in connection with these Terms shall be in writing and shall be addressed to the email address specified in the Reseller Agreement and will be deemed to have been duly delivered on the date of transmission.
  5. Severability. If any provision of these Terms shall be found to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the Terms, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
  6. Headings. The section headings used in these Terms are intended for convenience of reference and will not by themselves determine the construction or interpretation of any provision of these Terms.

 

 ADDITIONAL TERMS FOR SOCIAL COMMERCE PLATFORM

  1. Roles and Responsibilities
    1. Shoplazza shall have full responsibility for the creation, maintenance, and optimization of the Social Commerce Platform.
    2. Shoplazza shall ensure that all actions taken on behalf of the Company are in compliance with the terms and conditions, guidelines, and policies of the Social Commerce Platforms.
    3. Shoplazza shall handle first-level customer inquiries, providing initial holding responses based on agreed upon policies. The core responsibility for customer service and issue resolution on the social commerce platform lies with the Company.
    4. The Company shall provide Shoplazza with accurate, complete, and up-to-date product descriptions, specifications, images, and other necessary information required for listing the Products on the social commerce platforms.

 

ADDITIONAL TERMS FOR ONLINE MERCHANTS

  1. Roles and Responsibilities
    1. Shoplazza shall have full responsibility for appointing and facilitating all transactions with the Online Merchants.
    2. Shoplazza shall enter into separate agreements with the Online Merchants and shall have full discretion to determine the terms and conditions of such engagement.
    3. The Company shall be responsible for proposing the reseller commission plan for the payment of Online Merchants. All payments shall be processed through Shoplazza’s automated system.
    4. The Online Merchants shall sell the products at prices determined by the Company.
    5. The Company shall provide reasonable product training for effective marketing and sales by Online Merchants when required.
    6. The Company shall provide Shoplazza with accurate, complete, and up-to-date product descriptions, specifications, images, and other necessary information required for marketing by the Online Merchants.

 

ADDITIONAL TERMS FOR AFFILIATE PARTNERS

  1. Roles and Responsibilities
    1. Shoplazza shall have full responsibility for appointing and facilitating all transactions with the Affiliate Partners.
    2. Shoplazza shall enter into separate agreements with the Affiliate Partners and shall have full discretion to determine the terms and conditions of such engagements.
    3. The Company shall be responsible for proposing the reseller commission plan for the payment of Affiliate Partners. All payments shall be processed through Shoplazza’s automated system.
    4. The Affiliate Partners shall sell the products at prices determined by the Company.
    5. The Company shall provide Shoplazza with accurate, complete, and up-to-date product descriptions, specifications, images, and other necessary information required for marketing by Affiliate Partners.
    6. The Company shall provide reasonable product training for effective marketing and sales by the Affiliate Partners when required.
    7. Any marketing material created by Shoplazza or Affiliate Partners shall be pre-approved by the Company to ensure compliance with brand guidelines.