Product Upload Form

PRODUCT UPLOAD AND LICENSING AGREEMENT

Parties

This Product Upload and Licensing Agreement (the Agreement) is entered into by and between:

Recitals

WHEREAS, Uploader creates, owns or controls product information, images, specifications and related materials for products to be made available through Platform's sales channels; and

WHEREAS, Platform operates a marketplace and requires certain rights to host, display, market and distribute product content provided by Uploader; and

WHEREAS, the parties desire to set forth the terms under which Uploader will upload product information and grant Platform a limited license to use such materials.

Product Information (to be uploaded)

Uploader warrants that the product and all uploaded materials comply with applicable laws and do not infringe third-party intellectual property rights. Indicate applicable declarations:

Scope of Work

Description of services to be performed by Uploader in connection with the product upload, data maintenance, and post-upload support.

Payment Terms

Compensation for services and any marketplace fees.

Term and Termination

This Agreement begins on the Effective Date and continues until terminated as provided herein.

Effective Date:    Term End Date:

Confidentiality

Each party will keep confidential and will not disclose to any third party non-public information disclosed by the other party in connection with this Agreement. Confidential information excludes information that is or becomes public through no breach by the receiving party, independently developed by the receiving party, or rightfully received from a third party without confidentiality obligations. The receiving party will use at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

Intellectual Property and License Grant

Uploader represents and warrants that it owns or is authorized to license all uploaded content. Uploader hereby grants Platform a non-exclusive, worldwide, royalty-free license to reproduce, display, distribute, adapt, and promote the uploaded product materials in connection with Platform's operation of its marketplace and related marketing activities. Platform's use shall be subject to the confidentiality and usage limitations herein and shall not convey ownership of Uploader's underlying intellectual property.

Representations, Warranties and Indemnity

Uploader warrants that uploaded content is accurate, lawful, and does not infringe third-party rights. Uploader will indemnify, defend and hold harmless Platform from and against claims arising from Uploader's breach of the foregoing warranties, including any claims of infringement, regulatory non-compliance, or false labeling.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of: without regard to conflict of law principles.

Entire Agreement

This Agreement, including any attachments and the product information uploaded hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements. Any amendment must be in writing and signed by both parties.

Execution

The parties have executed this Agreement by their duly authorized representatives below. The individual signing on behalf of Uploader certifies that they have the authority to bind Uploader.

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