Business Marketplace Brief

BUSINESS MARKETPLACE BRIEF

RECITALS

WHEREAS, the Client named above () operates a business that offers goods or services intended for sale or distribution through online sales channels; and

WHEREAS, the Marketplace Provider named above () operates a marketplace platform and will provide listing, transaction facilitation, and related marketplace services under the terms described in this Brief; and

WHEREAS, the parties desire to set forth the scope of work, fees, confidentiality obligations and other terms governing the Client’s participation on the Marketplace Provider’s platform as of the Effective Date set forth above.

SCOPE OF WORK

The Marketplace Provider will provide the following services to list, present, market and process sales for the Client’s products or services on the Provider’s marketplace platform. Specific deliverables, acceptance criteria, and timelines are described below.

DELIVERABLES AND TIMELINES

LISTING REQUIREMENTS

The Client shall supply accurate product data, images, pricing and any regulatory or compliance disclosures required for each listing. The Marketplace Provider may remove or suspend listings that fail to meet the Provider’s content, safety or regulatory standards. The Client remains responsible for accuracy of listing data and compliance with applicable law.

PAYMENT TERMS

In consideration for the Marketplace Provider’s services, the Client shall pay compensation as set forth below. Fees, payment schedule, invoicing practices, and remedies for late payment are governed by this section.

TERM AND TERMINATION

This Brief commences on the Start Date and continues until the End Date unless earlier terminated in accordance with the terms below.

Either party may terminate this Brief for material breach if the breaching party fails to cure the breach within the notice period specified above. Either party may also terminate for insolvency, fraud, repeated breaches, or as otherwise provided herein. Upon termination, outstanding fees owed to the Provider for services performed through the termination date shall become immediately due.

  By checking this box the parties agree that, unless either party provides notice of non-renewal at least the number of days specified in the Notice Period field prior to expiration, the Term will automatically renew for successive renewal periods of the same duration.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary or commercially sensitive information of the other party (the "Disclosing Party") disclosed in connection with this Brief. Confidential Information includes, without limitation, pricing, customer lists, product data, marketing plans, business processes, and technical information. The Receiving Party shall not use Confidential Information except to perform its obligations under this Brief, shall limit access to those employees and contractors who have a need to know, and shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly known through no fault of the Receiving Party, is rightfully received from a third party without restriction, or is independently developed without reference to Confidential Information.

INTELLECTUAL PROPERTY

The Client retains ownership of Client Content provided to the Marketplace Provider. The Client grants the Marketplace Provider a limited, non-exclusive, royalty-free license to host, display, distribute and promote such Client Content on the Provider’s marketplace solely to perform the services under this Brief. The Client represents and warrants that it has all rights necessary to grant this license and that Client Content does not infringe third-party rights.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party’s negligence, willful misconduct, breach of representation or warranty, or infringement of third-party rights. Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Brief shall not exceed the total fees paid by the Client to the Marketplace Provider in the six (6) months preceding the event giving rise to the claim.

DATA USE AND REPORTING

Client grants Provider the right to collect and use performance and transaction data arising from the Client’s use of the marketplace for the purposes of operating and improving the Platform, subject to the Confidentiality provisions. Provider will furnish reporting in the frequency specified above. Provider may use aggregated, de-identified data for analytics and benchmarking.

GOVERNING LAW

This Brief shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Brief.

ENTIRE AGREEMENT

This Brief, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings or agreements, whether written or oral. Any amendment or modification to this Brief must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices under this Brief shall be in writing and delivered to the addresses set forth by the parties in their administrative records. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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