Last updated: May 21, 2021
1. Apley’s Services. Apley provides a marketplace that facilitates orders between Vendor and End Customer. Apley’s services are provided as is without warranties of any kind, either express or implied. To the fullest extent permitted by law, Apley will not be liable for any direct, indirect, incidental, special, exemplary or consequential damages, personal injury, wrongful death, lost or anticipated profits, lost data, or business interruption, arising out of the use of, or inability to use, Apley’s services, whether or not Apley is advised of the possibility of such damages. Vendor will be the Seller of record for purchases made by End Customer of Products through the Apley marketplace (“Purchase Order”). Apley will transmit to Vendor order information, such as the End Customer name, shipping address, and other information that Vendor needs to fulfill the Purchase Order (“Purchase Order Information”).
2. Refund Policy. Unless otherwise agreed upon prior to an order being made, Vendor agrees to abide by Apley’s return policy, which allows for the return of Products with or without cause for a specified period of 14 working days after purchase (“Return Period”), regardless of whether the Product packaging has been opened or whether the Product is defective. Apley shall forward any claim concerning defects in any Product within 30 days after receiving the claim.
3. Payment Terms.
a. Commission Fees. When Vendor sells a Product through the Apley marketplace, Apley shall earn a commission fee (“Commission Fee”) equal to a percentage of Sales Proceeds. The Commission Fee is set forth on Order Form. “Sales Proceeds” shall mean the gross sales proceeds from the sale of the Products, including all shipping and other charges paid by End Customer thereto, but excluding any taxes separately stated and charged.
b. Seller Payment. Commission Fees will be immediately deducted from the total Sales Proceeds. The balance of the Sales Proceeds will be paid to the Vendor within 30 days of receipt from the End Customer. Vendor’s payments shall be made through Apley’s contracted third party payment processor. Vendor agrees to sign up for an account with the third-party payment processor and provide all required information to establish an account.
c. Taxes. Apley is not liable for any taxes, fees or duties that Vendor is legally obligated to pay and which are incurred or arise in connection with the sale of Products and services.
4. License. Vendor grants, as well as represents and warrants that it has the right to grant to Apley, a royalty-free, non-exclusive right and license to use, perform, display, reproduce, modify, create derivative works of, and distribute any images, product information and other content related to the Products, such as product data provided or made available by Vendor to Apley (“Vendor Materials”). Apley may use Vendor’s trademarks and logos as a reference for marketing or promotional purposes.
5. Indemnification. Vendor will defend, indemnify and hold harmless Apley and its representatives (each an "Indemnitee") against liability arising out of or related to third party claims asserted against an Indemnitee relating to: (a) any actual breach of Vendor’s representations, warranties, or obligations set forth in this Agreement if definitively declared by a Court or Arbitrator; (b) violation of any applicable law, regulation or third-party right (c) any warranties or other representations that Vendor has provided to End Customer and (d) personal injury, death or property damage arising from Products.
6. Dispute Resolution. Any dispute concerning the interpretation or execution of this Agreement shall be settled under the Rules and Regulations of Arbitration of the International Chamber of Commerce (ICC), the latest version, by a sole arbiter appointed in accordance with said rules. Seat of arbitration shall be London. Language of arbitration shall be English. The award shall be final and binding between the Parties.
7. Miscellaneous. (a) The terms of the Agreement shall apply to any products sold by the vendor through Apley, Apley’s marketplace, or Apley’s platforms. (b) Any representations, warranties, promises or conditions not expressly contained herein or in a written work order or statement of work signed by both parties, shall not be binding upon the parties. (c) If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement shall remain in full force and effect. (d) The waiver by either party of any right under this Agreement or the failure to perform or of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other right under this Agreement. (e) This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, excluding its conflict of laws principles. (f) Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the parties. Except as expressly set forth herein, no party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other party, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors