MakerPlace Seller Agreement
Standard Terms and Conditions for MakerPlace Inc.
MakerPlace Inc. is focused on creating a joyful experience for buyers. As a seller, our mutual relationship is built on trust. We trust that you will uphold MakerPlace Inc. policies and treat our customers fairly by offering your products at your lowest advertised price and be professional and courteous. MakerPlace policies ensure a fair marketplace, but do not lay out every conceivable situation or scenario. In case of ambiguity, MakerPlace Inc. is committed to working with our sellers to create clarity. As a seller with MakerPlace Inc., you agree to interact with customers in good faith and in a manner that is consistent with trust and fairness.
Should an issue arise where we believe a seller is inadvertently or intentionally not acting in a manner consistent with this agreement, we will first strive to work together to correct the issue. MakerPlace Inc. is committed to always being available to quickly and efficiently resolve issues to the best of our ability, and trust that our sellers will act in the same manner.
PLEASE READ MAKERPLACE INC (“MAKERPLACE”) SELLER AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING THE PLATFORM (AS DEFINED BELOW) AND SERVICES OFFERED BY MAKERPLACE BY USING THE PLATFORM IN ANY MANNER, YOU OR THE ENTITY YOU REPRESENT (“SELLER”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A SELLER, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SELLER. USE OF THE PLATFORM AND ANY RELATED SERVICES OFFERED BY MAKERPLACE IS EXPRESSLY CONDITIONED UPON SELLER’S CONSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF SELLER DOES NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT SELLER WILL HAVE NO RIGHT TO USE THE PLATFORM AND ANY RELATED SERVICES OFFERED BY MAKERPLACE.
As a seller on MakerPlace, you agree to the following:
- MAKERPLACE INC. ROLE
- PLATFORM DESCRIPTION OF MAKERPLACE
- SELLER ROLE
- CONFIDENTIAL INFORMATION; PUBLICITY
- INTELLECTUAL PROPERTY POLICY
- GOODS & SERVICES
- DIGITAL DOWNLOADS AND EBOOKS
- PROHIBITED ITEMS
- SELLER SUPPORT POLICY
- ANTI-DISCRIMINATION POLICY
- BLOG POSTS, HOW-TO'S, AND VIDEO SUBMISSIONS
- COMMUNICATION POLICIES
- ORDER PROCESSING, FULFILLMENT, AND SHIPPING POLICY
- RIGHT TO CANCEL ORDER
- SALES TO SANCTIONED COUNTRIES
MAKERPLACE INC. ROLE
MakerPlace, through various websites, provides the Sites, Tools, and Services to enable you to sell your Products to third-party buyers (“Customers”). You may only sell those Products you have the legal right to sell and must do so consistent with the terms and conditions of this Agreement. All transactions with Customers are between you and the Customer, and you will be the seller of record. MakerPlace is not a party to any transactions although MakerPlace will provide the Services in connection with the transactions as expressly set forth in the Order Processing, Fulfillment, and Shipping Policy. You acknowledge and agree that MakerPlace may contract with third-party service providers to provide management software and other services.
PLATFORM DESCRIPTION OF MAKERPLACE
MakerPlace includes online marketplaces, customer-facing portals for sale of goods and interaction with customers, a seller-facing portal for seller specific services, a payment processing system, and a Community collection of blog articles. (collectively the “Platform”).
Sellers are expected to manage their accounts and keep product catalogs up to date. Sellers are also expected to fulfill orders within their stated policy and respond to customer communications and inquiries within 2 business days. Failure to do so may result in the account being monitored and/or terminated.
CONFIDENTIAL INFORMATION; PUBLICITY
You will, and will cause your affiliates and employees to, (a) protect and not disclose information that is identified as confidential or that reasonably should be considered confidential to MakerPlace; (b) use this information only to fulfill your obligations under this Agreement; and (c) promptly return to us or destroy this information when this Agreement terminates. This covers all confidential information regardless of when you receive it. You will not, without our prior written agreement, use any trademark, service mark, commercial symbol, or other proprietary rights of MakerPlace and its Sites.
INTELLECTUAL PROPERTY POLICY
MakerPlace takes intellectual property rights seriously and complies with intellectual property laws and industry best practices. Our Intellectual Property Policy details how we address allegations of infringement, how to notify the MakerPlace of suspected infringement, and how Sellers can respond when their listings are affected.
Reporting Suspected Intellectual Property, Notices, and Countering A Notification. MakerPlace takes notices of copyright infringement seriously. We strive to respond quickly when we receive notice of intellectual property infringement by removing and/or disabling access to the material in question. See Reporting Claims of Copyright Infringement for more information.
Repeat Infringement. Should a seller account receive repeat notices of intellectual property infringement, MakerPlace reserves the right to terminate account privileges of the seller in question. Termination is at the discretion of MakerPlace.
GOODS & SERVICES
With respect to each product, the Seller shall provide (a) a description of the Product, including identifying information such as SKU and UPC numbers, brand and Product dimensions; (b) information regarding stock status and availability; (c) a digitized image that depicts the Product accurately; (d) any disclaimers, warnings or other notices required by law with respect to the Product; (e) the Seller's customer return refund policy relating to the Product; and (f) any other terms and conditions a customer should be aware of prior to purchasing the Product. The Seller guarantees that the Product is exactly what the Seller represents it to be and that there has not been any misrepresentation to MakerPlace and/or the general public.
As a condition of doing business with MakerPlace Inc., and its subsidiaries and affiliated companies (collectively, “MakerPlace”), Sellers are required to: (i) have a Certificate of Insurance evidencing Products Liability and Commercial General Liability coverage as set forth below (ii) read and accept the Seller Terms & Conditions.
The Certificate of Insurance must be renewed on an annual basis. Sellers must obtain and maintain the required insurance as Seller’s products are being sold by MakerPlace plus 12 months after the last date of sale. At any time, MakerPlace has the right to adjust the limits set forth below and/or require additional insurance coverage. The Seller is solely responsible for the payment of all deductibles and premiums. Neither self-insurance nor self-insured retentions are permitted without the prior written consent of MakerPlace. (a) Please add “MakerPlace Inc., its subsidiaries and affiliated companies, and their respective successors, assigns, officers, directors, employees, and agents as an additional insured for completed and ongoing operations, as required by contract."
Certificate holder: MakerPlace Inc. 1001 State Street, Ste 907 Erie, PA 16501
The policies shall designate “MakerPlace Inc. its subsidiaries and affiliated companies, and their respective successors, assigns, officers, directors, employees, and agents” as additional insureds on a primary noncontributory basis and shall be endorsed to provide contractual liability insurance in the amount specified below, specifically covering Seller's obligations to defend and indemnify MakerPlace Inc. as set forth in this Agreement and specifying that such coverage is primary and not contributory. The policies shall also contain a waiver of subrogation in favor of “MakerPlace Inc. its subsidiaries and affiliated companies, and their respective successors, assigns, officers, directors, employees, and agents''; (b) Seller shall maintain: $1,000,000 combined single limit for bodily injury and property damage per occurrence; $2,000,000 for products/completed operations aggregate; and $2,000,000 general aggregate. Supplier shall also maintain the following insurance coverage: worker’s compensation, statutory coverage, as required by law; employer’s liability in the amounts of $1,000,000 per accident for bodily injury or disease, and $1,000,000 in the aggregate for disease; and commercial automobile liability in the amount of $1,000,000 combined single limit covering bodily injury and property damage arising out of the use of any owned, non-owned, leased and hired autos; (c) Seller shall provide a certificate of insurance for such coverage and a copy of the additional insured endorsement, provided by a carrier or carriers with an A.M. Best rating of at least A-, Financial Size category VII, and stating that “MakerPlace Inc., its subsidiaries and affiliated companies, and their respective successors, assigns, officers, directors, employees, and agents” are additional insureds. See a sample certificate in the FAQ's. Seller shall deliver the certificate(s) to MakerPlace prior to selling any product on the MakerPlace platform, and annually thereafter. The policy and certificate shall also specify that MakerPlace Inc. shall be given at least 30 days’ prior written notice by the insurer in the event of any material modification, cancellation or termination of coverage; (d)The insurance coverage required under this Agreement must be maintained by Seller for a minimum period of one (1) year following termination of Sellers product listings or expiration of this Agreement.
DIGITAL DOWNLOADS AND EBOOKS
Sellers will not offer digital downloads and eBooks that are downloaded automatically to a buyer living in the EU, Norway, Russia, South Korea, Switzerland, New Zealand, or India. Should Seller sell these products in prohibited locations, Seller is required to collect and remit VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST, and any local sales taxes collectively as “VAT”) to the relevant tax authorities based upon the rate that is charged in the country where the buyer is located.
Types of Products Allowed. Sellers selling CBD products with MakerPlace and its sites, are only allowed to sell topicals, balms, oils, tinctures, lotions, capsules, and pet products. MakerPlace does not accept edibles (excluding capsules and tinctures) or any type of herbal smoking products. CBD products must contain less than 0.3% THC.
Product Qualifications. All CBD product listings must contain a Certificate of Analysis (COA) laboratory report and must be kept up to date at all times. It is a seller’s responsibility to provide updated documentation on all listed products. Additional batch documentation is encouraged, but not required. Failure to comply may result in products being removed from MakerPlace site(s).
Selling By State. MakerPlace accepts CBD products from all 50 states. All CBD ingredients must be sourced from the state you are selling/shipping from. At this time, MakerPlace does not accept any CBD products/ingredients from countries other than the United States. It is a seller’s responsibility to know their individual state laws regarding CBD sales, including, but not limited to, sourcing laws, shipping laws, shipping carrier regulations/procedures, packaging regulations, tax law, additional policies, etc. Failure to comply with both state and federal guidelines may result in products being removed from any and all MakerPlace sites. MakerPlace and its sites are not responsible for any legal matters or accrued legal fees related to the sale of CBD products not adhering to state and federal law.
Shipping CBD. Some states and shipping carriers have specific regulations and policies about shipping CBD products. These could be federal laws, state laws, and/or policies determined by independent shipping companies. It is the seller’s responsibility to know, and adhere, to these laws/policies to ensure all orders are shipped legally and ethically. MakerPlace and its sites are not responsible for any legal matters or shipping fines related to the sale of CBD products not adhering to these laws/policies of the sellers’ and/or customers’ state(s).
Is Your State Tax Exempt? Some states are tax exempt when it comes to CBD sales. It is a seller’s responsibility to be aware of these exemptions and accurately apply them to their listings. Failure to appropriately recognize and adhere to these exemptions may result in products being removed from MakerPlace sites.
Getting Paid. CBD sellers will not be paid out according to the flow in the Seller Fees Payment section. Due to limitations in payment processing for CBD products, CBD sellers selling with MakerPlace will be paid via a check mailed once a month and are not to create a withdrawal account in their seller dashboard. After the month closes, sales associated with CBD will be evaluated. In order to be paid for your order, the order must have shipped and adhered to MakerPlace’s 21-day waiting period after shipment. Only orders that have met the 21-day waiting period will be eligible for payment. If there is a credit memo/return related to a sale, MakerPlace will deduct any monies due to you from your next payment accordingly. If MakerPlace is unable to recoup any credited funds from your sales, the seller agrees to pay MakerPlace directly for the negative amount within 15 days. Failure to pay any negative balance may result in termination of your seller account.
MakerPlace prohibits certain types of items from being listed for sale. Items that present legal risks to our community, are inconsistent with our values, are harmful to our members, or are deemed inappropriate by MakeerPlace are strictly prohibited. Sellers agree to not list prohibited items on MakerPlace. Failure to comply can result in account suspension.
MakerPlace works to create trustworthy experiences for our buyers and sellers. For this reason, the following products are prohibited from being sold:
Products that are stolen or counterfeit
Products, names, images, and descriptions that are violent, offensive, obscene, or contain foul language
We do not allow sellers to post content that is defamatory, obscene, abusive, invasive of privacy, hateful, or otherwise illegal. This includes content like child pornography, bestiality, or other depictions of non-consensual sex acts. We do not allow merchants to post content or engage in behaviors that may harm, interfere with, surreptitiously intercept, limit the functionality of, or expropriate any system, program, or data. Examples of this prohibited behavior include disseminating viruses, Trojan horses, worms, or cancelbots. MakerPlace Inc reserves the right to have the final say in goods that can and cannot be sold on a marketplace.
Electronics. Sellers are permitted to sell electronic products that are (1) legal for sale, (2) comply with all applicable industry standards, (3) do not interfere with other electronics, and (4) do not interfere with copyright protection.
Examples of prohibited electronic items include but are not limited to: products where the serial number has been removed or altered; products designed to intentionally block, jam or interfere with police radar, laser signals, or traffic signals, such as laser and radar shifters; products that promote or facilitate the infringement of or unauthorized access to copyrighted content.
Additionally, products that do not comply with applicable regulatory or industry standards, including but not limited to: Any holiday light and/or decorative outfit product that is not compliant with 16 CFR 1120.3; extension cord product that is not compliant with 16 CFR 1120.3; Cylindrical lithium-ion cell battery types 14500, 16340, 18650, 20700, 21700, and 26650.
It is your responsibility to source and sell products that do not promote, promise the facilitation of, or actively enable the infringement of or unauthorized access to digital media or other protected content. If you sell these products, MakerPlace reserves the right to suspend or terminate your account. MakerPlace also reserves the right to withhold payments related to fraudulent or prohibited sales.
SELLER SUPPORT POLICY
MakerPlace sellers can benefit from our Seller Support. Qualifying sellers will have the ability to work with MakerPlace to resolve cases, investigate chargebacks, deal with customer issues, assist in wholesale issues, and other issues that may arise.
MakerPlace sellers are automatically enrolled in Seller Support. To ensure your account is covered:
Avoid violating MakerPlace policies and keep your account in good standing.
Follow MakerPlace policies for shipping and returns.
Use accurate item photographs and descriptions.
Ship your orders on time.
Be professional and cooperate in any MakerPlace investigations.
Please note, any transactions that take place outside of MakerPlace are not eligible for Seller Support. Keep in mind that we also cannot guarantee a resolution in your favor.
MakerPlace fosters a safe environment for buying and selling. This policy explains prohibited behavior while using MakerPlace and its Sites.
On MakerPlace, you cannot discriminate based on:
Any other characteristic protected under applicable law
It is your responsibility as a Seller or Buyer to know your local laws and any other legal regulations on discrimination that might apply to you.
Discrimination on MakerPlace is not allowed. Examples of prohibited behavior on MakerPlace include, but are not limited to:
Refusal of service based on membership in one or more protected group listed above
Derogatory or demeaning remarks against protected groups listed above
Posts that support or glorify current or historical hate groups
If you think discrimination has occurred on MakerPlace or its Sites, please report it by emailing email@example.com. If you see a product on MakerPlace or its Sites which you believe violates MakerPlace’s Prohibited Items Policy, we encourage you to contact firstname.lastname@example.org.
BLOG POSTS, HOW-TO'S, AND VIDEO SUBMISSIONS
A Submission (“Submission”) is any content that you post using our Services (“Services.”) This includes any content submitted for How-Tos, Recipes, and Blogs such as like photos, videos, and instructions.
Responsibility for Your Submissions. You understand that you are solely responsible for the content of your Submissions. You represent that you have all necessary rights to your Submissions and that you’re not infringing or violating any third party’s rights by posting it. MakerPlace and its Sites will not be held responsible for any legal action taken if content submitted infringes or is violating any third party rights.
Permission to Use Your Submissions. By posting your Submissions through our Services, you grant MakerPlace and its Sites a license to use it. Upon Submission you hereby grant MakerPlace and it’s Sites the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to MakerPlace and its Sites, and to incorporate any Submission in other works in any form, media, or technology now known or later developed. MakerPlace and its Sites may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind.
Content is Subject to Approval. Upon submitting recipes, videos, how-tos, or other content, you understand that MakerPlace and its Sites reserves the right to approve or deny the publication of your Submission. Approval and denial is solely up to the discretion of MakerPlace and its sites.
Reporting Unauthorized Content. MakerPlace and its Sites is committed to following appropriate legal procedures to remove infringing content from the Services. If content that you own or have rights to has been posted without your permission and you want it removed, please report any content that violates intellectual property rights to email@example.com. If your content infringes another person’s intellectual property, we will remove it if we receive proper notice and verification of intellectual property owner. MakerPlace and its sites will not be held responsible for any legal action taken if content submitted infringes or is violating any third party rights.
If you believe that your work has been copied in a way that constitutes copyright infringement, please follow the procedures for Making Claims of Copyright Infringement.
Inappropriate, False, or Misleading Content. You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of our Terms and Conditions. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.
Marketplaces and customers may send Sellers direct messages using the built-in messaging system. By using these messages, you agree to MakerPlace policies and agree that you will not send any messages that are considered abusive, threatening, obscene, vulgar, defamatory, harassing, or is a violation of our Anti-Discrimination Policy. Sellers also agree to not send any unsolicited advertising or promotions to customers. Any inappropriate communication should be reported immediately.
Fostering community collaboration, creativity, and helping our sellers succeed is at the core of MakerPlace. MakerPlace’s communities include the blog and communication with customers and/or other sellers.
MakerPlace sellers using Community features must be 18 years old or older. As a seller, you agree to the following in all MakerPlace community spaces:
Respect the privacy of other sellers and customers. Do not share private or personally identifying information in public spaces. Do not spam.
Do not use a fake identity. Be transparent and honest.
Respect other sellers and customers. Community spaces are not to be used to publicly call out a dispute with another seller, customer, Sites, or MakerPlace.
Do not interfere with another seller's business or sales.
ORDER PROCESSING, FULFILLMENT, AND SHIPPING POLICY
Sellers are responsible for shipping their sold orders to customers. If a seller is using a shipping or fulfillment service, the seller is still responsible for ensuring customers receive their orders in a timely manner.
As a MakerPlace seller, you agree to:
Provide an accurate ship from address.
Clearly define shipping costs and processing timelines.
Promptly ship orders after they are received. We ask that all orders are shipped within 2 business days of being notified of an order. Exceptions include customized items, which will follow a processing and shipping timeline determined between a seller and MakerPlace when your items are being reviewed and approved.
Comply with all local and international shipping and customs regulations.
Ship to the address shown in the order to avoid a non-delivery case.
Orders can only be marked as shipped after it has been shipped and a proper tracking number has been scanned by the shipping carrier. By providing tracking information, you give MakerPlace permission to collect and share tracking information from your shipping carrier with the customer. Should your shipment not arrive, you will need to provide proof of shipping. Valid proof of shipping must show the item was actually shipped and was sent to the address shown in the order. If a customer does not receive their order, they may file a case against you.
Charge an appropriate amount for shipping and handling.
MakerPlace recommends sellers purchase parcel insurance to protect your shipments. Insurance is available at the time you are purchasing postage. Sellers are responsible for shipping their items and any incidents that may occur. MakerPlace does not insure your packages and is not responsible for any issues that may arise during shipping.
Completing MakerPlace orders or transactions outside of MakerPlace's marketplaces is strictly prohibited when the communication initiated within MakerPlace's system. Transactions outside of MakerPlace may result in account suspension or terminations of your account and subject you to other collections.
RIGHT TO CANCEL ORDERS
MakerPlace and its Sites reserve the right to automatically cancel orders that have not been shipped 14 days after the fulfillment timeline stated in the Seller's Shipping Policy. If Seller has not defined a fulfillment timeline, MakerPlace and/or its Sites reserves the right to cancel the order 14 days after the order was placed. Failure to provide tracking information counts as non-fulfillment of the order. If tracking information is not provided within the 14-day timeline and the customer has asked for the order to be cancelled, the order will be canceled and the customer will be refunded. MakerPlace and/or its Sites may also remove your products or cancel your seller account for failure to fulfill orders and/or provide tracking information.
MakerPlace shall publish Seller’s return policy on the Platform. Regardless of Seller’s published return policy, in the case that a Customer receives Goods from Seller or its agents that are damaged upon arrival or an improperly fulfilled order, Seller must work with Customer to rectify the issue. Seller agrees to replace such damaged or improperly fulfilled Goods as soon as commercially practicable following such notice by MakerPlace, MakerPlace Sites, or the Customer. Seller shall pay all costs associated with damaged goods or improperly fulfilled orders, including return shipping and shipping for the replacement item or a credit for the returned item, as applicable.
SALES TO SANCTIONED COUNTRIES
MakerPlace connects buyers and sellers from around the world. When you sell with MakerPlace you are responsible for complying with this policy, regardless of your location.
As a global company based in the US, MakerPlace must comply with economic sanctions and trade restrictions, including those implemented by the Office of Foreign Assets Control ("OFAC") of the US Department of the Treasury. This means that MakerPlace or anyone using our Services cannot take part in transactions that involve designated people, places, or items that originate from those places, as determined by agencies like OFAC.
This policy applies to anyone that uses our Services, regardless of their location. It is up to you to familiarize yourself with these restrictions.
For example, these restrictions generally prohibit, but are not limited to, transactions involving:
Certain geographic areas, such as Crimea, Cuba, Iran, North Korea, and Syria, or any individual or entity operating or residing in those places;
Individuals or entities identified on sanctions lists such as OFAC’s Specially Designated Nationals (“SDN”) List or Foreign Sanctions Evaders (“FSE”) List;
Nationals of Cuba, regardless of location, unless citizenship or permanent residency outside of Cuba has been established; and
Items originating from areas including Cuba, North Korea, Iran, or Crimea, with the exception of informational materials such as publications, films, posters, phonograph records, photographs, tapes, compact disks, and certain artworks.
In addition to complying with OFAC and applicable local laws, MakerPlace Sellers should be aware that other countries may have their own trade restrictions and that certain items may not be allowed for export or import under international laws. You should consult the laws of any jurisdiction when a transaction involves international parties.
MakerPlace shall provide additional policies and rules beyond the general website policies that detail restrictions and requirements that the Seller agrees to comply with as a condition of their continued use of the Platform.
MakerPlace offers several ways for Sellers to advertise and gain more exposure. Our Advertising Policy explains your rights and responsibilities while advertising on the MakerPlace.
Paid Advertising. Each Site may offer paid advertising options for its sellers. If paid options are available, sellers will need to adhere to their advertising policies.
Advertising options may include:
Features on Sites allow sellers the opportunity to be featured on various location pages. These features may be included or can be purchased for an additional cost per the Site.
Reach a Sites customer base by email by featuring your items in e-newsletters. These features may be included or can be purchased for an additional cost per the Site.
Social media features give opportunities for sellers to reach the Sites social audience, with potential opportunities to be included in the Sites paid advertising efforts. These features may be included or can be purchased for an additional cost per the Site.
For more information on advertising opportunities for sellers, contact the Site you wish to advertise with.
Advertising Disclaimer. By opting to advertise on a Site, MakerPlace and its Sites are under no obligation to display or promote your items. MakerPlace and its Sites cannot guarantee that your advertisements will be clicked and cannot guarantee that if a user clicks your advertisement that a transaction will take place.
Advertising on a Site may not include any content that infringes upon or violates the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, per our Intellectual Property Policy. Sellers are responsible for ensuring all advertisements comply with all applicable laws and regulations.
MakerPlace and its Sites reserve the right to reject or remove any advertisement for any reason, at our sole discretion.
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You have been made aware of the fees that apply to participate as a Seller with MakerPlace and its Sites, including membership fees, referral fees, and any other applicable fees (Collectively “Seller Fees”). Your payment of the Seller Fees is required for your participation as a Seller with MakerPlace. Seller Fees may be deducted from any sales made on the Platform or billed to the Seller on a monthly basis.
Payment. At MakerPlace’s option, all payments to your bank account will be remitted through an Automated Clearing House system. If MakerPlace concludes that your actions and/or performance in connection with this Agreement may result in customer disputes, chargebacks or other claims, then MakerPlace may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (i) a period of 90 days following the initial date of suspension; or (ii) completion of any investigation(s) regarding your actions and/or performance in connection with this Agreement. As a security measure, MakerPlace may, but is not required to, impose transaction limits on you or some or all customers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. MakerPlace reserves the right to pull funds back from your bank account in the event funds are needed to cover fees, returns, or disputes. MakerPlace may share your personal or transactional information with those third-party service providers when it's necessary to process payments.
Refund Administration Fee. There may be times you need to refund customers. MakerPlace will refund you the amount of the Referral Fee you paid for the item(s), minus the applicable Refund Administration Fee, which is the lesser of $15.00 or 20% of the applicable Referral Fee. Example: If you refund a customer the $10.00 total sales price of an item in a category with a 15% Referral Fee ($10.00 x 15% Referral Fee = $1.50), your Refund Administration Fee will be $0.30 ($1.50 Referral Fee x 20% Administration Fee = $0.30).
Advertising Fees. MakerPlace offers several ways for sellers to advertise and gain more exposure within the MakerPlace. Advertising fees will be auto-deducted from the payment system on record or billed. For more information, please visit our Advertising Policy.
Shipping Fees. When a customer purchases one of your products, they will be charged the shipping fees you set up. MakerPlace will pass along the shipping costs to you so you may purchase the appropriate shipping. Sellers may also choose to list their products with free shipping. If you choose to list your products as free shipping, the seller is responsible for any shipping costs incurred. Sellers will not be paid for the transaction until tracking information has been updated and delivery has been confirmed.
The Seller will be responsible for any non-delivery, misdelivery, theft or other problem relating to the fulfillment or delivery of Products except for (a) credit card fraud, for which MakerPlace is responsible or (b) MakerPlace’s failure to provide the Seller with the relevant Order Information received by MakerPlace from the customer. The Seller also will be responsible for any errors, whether relating to the description of the Products, their price, shipping costs, return policy or otherwise, when the Seller posts Products for sale on MakerPlace Sites.
For more information, please visit our shipping policies.
Referral Fees. MakerPlace will earn a referral fee equal to a percentage of the gross sales proceeds from the sale of Products (i) including all shipping and handling, gift wrap, and other charges, and (ii) excluding only those taxes separately stated and charged from each Product sale through MakerPlace Sites (the “Referral Fee”) as further set forth in the Referral Fee Schedule. MakerPlace will remit to you the total amount it collects from the sale of Products, less the Referral Fee.
Paying Your MakerPlace Fees. Seller pays all Referral Fees from Product purchases at the time of the transfer. 21-days after successfully shipping an order and providing tracking information, MakerPlace will auto-deposit the total amount it collects from the sale of Products, less the Referral Fee, directly into your MakerPlace payment account. MakerPlace will then deposit any funds due to the seller into their connected bank account each Monday (delays may occur due to Holidays or other restrictions). Please note, MakerPlace does not round order totals or referral fees. For this reason, the amount due to the seller for a transaction may fluctuate a few cents. MakerPlace will not adjust transferred amounts. For Example: an order for an item valued at $21.95 with a 15% referral fee would transfer $18.65 to the seller ($21.95*.85=$18.6575). Payment of membership fees will be charged to the account on file in your Seller Dashboard.
Taxes. Sellers on MakerPlace are responsible for collecting and paying any taxes associated with using and selling through MakerPlace. MakerPlace may issue 1099-K forms to qualifying sellers in the United States to comply with IRS requirements.
Please note that MakerPlace fees do not include any withholding taxes that might apply to your home country. As a seller, you are required to pay MakerPlace the full amount of our fees and may not deduct any applicable withholding taxes from that amount.
MakerPlace Sellers should be aware that third-party payment processors, such as PayPal, may independently monitor transactions for sanctions compliance and may block transactions as part of their own compliance programs. MakerPlace has no authority or control over the independent decision-making of these providers.
The economic sanctions and trade restrictions that apply to your use of the Services are subject to change, so sellers should check sanctions resources regularly. Below are some examples for educational purposes only. For legal advice, please consult a qualified professional.
Resources: US Department of the Treasury; US Department of Commerce; US Department of State; European Commission
CHOICE OF LAW; DISPUTE RESOLUTION
This Agreement is governed by the U.S. Federal Arbitration Act, applicable U.S. federal law, and Pennsylvania state law, without reference to any applicable conflict of laws rules, the Convention on Contracts for the International Sale of Goods, or any local laws implementing the Convention on Contracts for the International Sale of Goods in any jurisdiction where the Products are sold. Any dispute arising out of this Agreement will be resolved by binding arbitration, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent MMI Intellectual Property, 900 State Street, Suite 008, Erie, PA 16501. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Commercial Arbitration Rules. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Arbitration conducted in person will be in Erie County, Pennsylvania or at another mutually agreed location; however, you may choose to have the arbitration conducted by telephone or based on written submissions. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration you and we each waive any right to a jury trial. You and we also both agree that you or we may bring suit in court to enjoin infringement or other misuses of intellectual property rights.
Seller shall not assign or transfer any rights or obligations under this Agreement without the prior written approval of MakerPlace and any attempt to do so shall be void and without effect. This Agreement represents the complete agreement and understanding between MakerPlace and Seller with respect to the subject matter herein and supersedes any other written or oral agreement. The terms and conditions of this Agreement may only be modified or provision hereof waived in a writing signed by both parties. The invalidity or unenforceability of any provision of this Agreement shall not affect the enforceability or validity of any other provision. This Agreement shall be governed by the laws of the State of Pennsylvania, without regard to conflicts of laws provisions thereof. In any action to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorney's fees.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.
REVISIONS; CONTINUED USE
We reserve the right to change any of the terms and conditions contained in this Agreement, including any Program Policies incorporated herein, at any time and in its sole discretion. Any changes will be effective upon the earlier to occur of: (a) emailing the revised terms and conditions or Program Policies, or notice of such changes, to you at your e-mail address; or (b) posting the revised terms, conditions or Program Policies on MakerPlace. You are responsible for reviewing any revised terms, conditions, policies, guidelines, and information, and any notices of revisions. YOUR CONTINUED ACCEPTANCE OF PURCHASE ORDERS OR CONTINUED USE OF MAKERPLACE FOLLOWING OUR EMAILING OR POSTING OF ANY REVISED TERMS, CONDITIONS, OR PROGRAM POLICIES, OR ANY NOTICE OF ANY SUCH REVISIONS, WILL CONSTITUTE YOUR ACCEPTANCE OF THE REVISIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR THE PROGRAM POLICIES, YOU MUST STOP ACCEPTING TRANSACTIONS AND STOP USING MAKERPLACE, AND GIVE US WRITTEN NOTICE.
SELLER AGREES TO INDEMNIFY AND HEREBY HOLDS MAKERPLACE AND ITS RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES AND EXPENSES) BASED ON, RELATING TO OR OTHERWISE ARISING OUT OF ANY THIRD PARTY CLAIM THAT MAKERPLACE’S USE OF THE PROPERTY PROVIDED BY SELLER TO MAKERPLACE, INCLUDING ANY PHOTOGRAPHS, INFRINGES OR OTHERWISE MISAPPROPRIATES ANY INTELLECTUAL PROPERTY RIGHT(S) OF ANY THIRD PARTY OR VIOLATES ANY MORAL OR PERSONAL RIGHTS, INCLUDING RIGHTS OF PUBLICITY AND PRIVACY.
Seller represents and warrants that it has the right to execute this Agreement authorizing the use of the Property, including any photographs, video, or marketing materials, provided by Seller to MakerPlace and that, to the best of its knowledge, the Property, including any photographs provided by Seller to MakerPlace, does not and shall not infringe upon the proprietary or intellectual property rights of any third party.
TERM AND TERMINATION
This Agreement shall commence on the date you create your account and continue in effect until terminated as set forth herein. Either party may terminate this Agreement if the other party breaches any of its material obligations hereunder and fails to cure such breach within thirty (30) days of written notice thereof. The provisions on intellectual property ownership and liability limitations shall survive termination of this Agreement.
BY ACCEPTING THE TERMS AND CONDITIONS SET FORTH ABOVE, SELLER IS INDICATING THAT SELLER HAS READ, UNDERSTOOD AND IS AGREEING TO THIS AGREEMENT.
Date: 12/05/2017 Rev#: 12052017 Notes: First Draft
Date: 8/20/2020 Rev#: 08202020 Notes: Revision 1
Date: 9/28/2021 Rev#: 09282021 Notes: Revision 2
Date: 5/16/2022 Rev#: 05162022 Notes: Revision 3; Goods & Services - COI Requirements