DROPSHIPPING

SUPPLIER SERVICES TERMS

Last updated: April 30, 2024

These terms (the “Dropshipping Supplier Services Terms”) govern the use of any of the Services whereby a business (in these Dropshipping Supplier Services Terms a “Supplier”) offers dropshipping products or goods for sale or resale (“Dropshipping Supplier Services”) using a dropshipping network made available by 24LA, LLC (“24LA”) or its affiliates, including CommentSold, LLC (“CommentSold”) or CommentSold Technologies, LLC (d/b/a Popshop Live, “Popshop”) (a “Dropshipping Network”). Such Dropshipping Supplier Services may be offered directly by 24LA or its affiliates or utilizing one or more of its third-party partners (a “Dropshipping Network Partner”). When a Supplier sells goods through the Dropshipping Network, it is selling those goods to 24LA.

These Dropshipping Supplier Services Terms may be incorporated by reference into and are part of the Main Services Agreement with CommentSold, the current version of which is found at https://commentsold.com/legal/main-terms, and the Order Form in which the Main Services Agreement is referenced. Capitalized terms used but not defined in these Dropshipping Supplier Services Terms have the meanings given to them in the Main Services Agreement, Order Form or Terms of Service. In the event of any conflict between the terms of an Order Form and these Dropshipping Supplier Services Terms, the terms of the Order Form will prevail.

Dropshipping Supplier Services

  1. Catalog Items.

  1. Products Covered by this Agreement. The products covered by this Agreement are those products and accessories (and all modifications, improvements, developments, upgrades and replacements pertaining thereto) (the “Catalog Items”) listed by Supplier in a product catalog (the “Product Catalog”) which will be prepared by Supplier and presented to 24LA through the 24LA Platform and/or through a Dropshipping Network Partner. The “Platform” refers to 24LA’s website and commerce platform, APIs, and other technology and services provided or utilized by 24LA or its affiliates to host the Product Catalog and process the sale of Ordered Catalog Items. 24LA and any merchants on its Platform that 24LA in its sole discretion selects (the “Merchants”) will have non-exclusive rights to promote, market, sell and distribute all the Catalog Items listed in the Product Catalog.
  2. The Product Catalog. The Product Catalog will list all Catalog Items and for each such Catalog Item set forth, at a minimum: (i) an identifying number (the “Catalog Item Number”), (ii) to the extent applicable, a Minimum Suggested Retail Price or Minimum Retail Price (as those terms are defined herein), (iii) shipping and handling fees, (iv) a description of the Catalog Item, and (v) photographs of the Catalog Item.
  3. Process for Removal of Products. Supplier may remove Catalog Items from the Product Catalog by providing 24LA with 7 days written notice of the removal of the Catalog Items from the Product Catalog.
  1. Grant of Non-Exclusive Rights. Supplier grants to 24LA and its affiliates and the Merchants the non-exclusive right during the Term to promote, market, sell and distribute the Catalog Items. Nothing in this Agreement shall prohibit 24LA and its affiliates or Merchants from promoting, marketing, selling, and distributing other articles in the sole discretion of 24LA and/or the Merchants, including articles that compete with the Catalog Items. 24LA shall have the right and full discretion to appoint, select (and to decline to select) Merchants to promote, market, sell and distribute the Catalog Items.
  2. Access to the Platform. 24LA will provide a means by which the Supplier can interact with the Platform (the “Access Method”) pursuant to which: (i) Merchants’ sales of Catalog Items on the Platforms will permit creation of an order record within Supplier’s backend systems (the “Purchase Order”), thereby triggering orders within Supplier that Supplier will fulfill within the timelines set forth in this Agreement, (ii) Supplier shall maintain and update the Product Catalog, (iii) Supplier shall update courier and tracking information for shipped Ordered Catalog Items; (iv) Supplier shall notify 24LA or its designee of inventory levels which lie below pre-established thresholds agreed between the parties for each Catalog Item; (v) Supplier shall submit invoices to 24LA.
  3. 24LA Actions. 24LA will Submit to Supplier the Purchase Orders, which will include information such as: (i) the Catalog Item Number for each Ordered Catalog Item purchased by a Merchant customer through a single payment transaction, (ii) the date and time when each Ordered Catalog Item was purchased, (iii) to the extent applicable, the MSRP listed for each Ordered Catalog Item in the Product Catalog at the date and time it was purchased, (iv) the name, physical address, and URL address of the Merchant that sold the Ordered Catalog Item(s), and (v) the name, address and other available contact information of the customer who purchased the Ordered Catalog Item(s). All Purchase Orders shall be governed only by the terms and conditions of the Purchase Orders and this Agreement, notwithstanding any inconsistent or additional terms or conditions appearing elsewhere on any other Supplier document.
  4. Minimum Suggested Retail Price, Wholesale Price and Supplier Compensation and Fees.

  1. MSRP, Wholesale Price. Supplier must list in the Product Catalog, one or both of (1) the minimum price at which Merchants may advertise each Catalog Item to Merchant’s customers through the Platform (the “Minimum Suggested Retail Price” or “MSRP”) or (2) the price that it charges to other retailers or resellers of its products (the “Wholesale Price”). Supplier may increase or decrease the MSRP or Wholesale Price for the Catalog Items, provided that Supplier shall give 24LA at least 30 days prior written notice of MSRP or Wholesale Price changes. All pricing information regarding the Catalog Items shall be treated as confidential in accordance with Section 12 hereof, except that 24LA may share the MSRP or Wholesale Price and any other applicable costs or fees with the Merchants.
  2. Commercial Terms. In recognition of the substantial value 24LA adds through its extensive sales channels, the Wholesale Price discounts, rebates, payment terms and other terms and conditions (collectively, the “Commercial Terms”) offered by Supplier in the Catalog List and hereunder for any Catalog Item shall in all cases be no less favorable than: (i) the Commercial Terms offered by Supplier to any other retailer of the Catalog Item in question, and (ii) the Commercial Terms applied by Supplier in the sale of the applicable Catalog Items through its own retail vehicles (including online sales).
  3. 24LA Pay Rate. For each Catalog Item sold (each such sold Catalog Item, an “Ordered Catalog Item”), 24LA shall pay Supplier, as specified in the Order Form: (i) a “24LA Pay Rate” that is either (a) a percentage (such percentage being the Ordered Catalog Item’s MSRP as listed in the Product Catalog on the date and time of sale (the gross amount paid by 24LA being the “24LA Price”), or (b) the Wholesale Price) (ii) the shipping and handling fees listed in the Product Catalog for the Ordered Catalog Item as of the date and time of sale, and (iii) any applicable taxes
  4. Subscription Fee. Dropshipping Supplier Services may be subject to a fee to participate in the Dropshipping Supplier Services, as set forth on an Order Form (the “Subscription Fee”).
  5. Price offered to Merchants. 24LA shall hold complete discretion in determining the price at which the Catalog Items will be offered to Merchants, provided that, if required by Supplier, any such price will be equal to or higher than the Unit Cost.
  1. Supplier’s Duties. Except as otherwise specified in an Order Form, Supplier shall:

  1. Ship all Ordered Catalog Items as directed by 24LA or Merchants, as the case may be, in accordance with the following:
    1. All Ordered Catalog Items shipped by Supplier shall be shipped FOB Destination to Merchants’ customers at the location indicated in each applicable Purchase Order within the Fulfillment Time and Shipping Delivery Time indicated on the Dropship Supplier Order Form. As used in this Agreement (including in a Dropship Supplier Order Form), a “Business Day” shall mean any day other than (i) a Saturday or Sunday, or (ii) a federal holiday. For Purchase Orders submitted to Supplier before a certain time on a Business Day to be specified in an Order Form (the “Cutoff Time”), the day on which the Purchase Order was submitted will be included in the number of Business Days counted for Fulfillment Time (as such fulfillment time is specified in the Order Form).
    2. Provide courier and tracking information to 24LA through the Access Method within 24 hours of shipment of each Ordered Catalog Item.Title of all Ordered Catalog Items and risk of loss will be retained by Supplier until delivery of such Ordered Catalog Items to the destination set forth in the applicable Purchase Order. Proof of delivery will be required upon 24LA’s request.
    3. Pack, package, mark and otherwise prepare all Ordered Catalog Items for shipment in accordance with industry standards and good commercial practice acceptable to common carriers for shipment and adequate to ensure their safe arrival at the ultimate destination. Supplier shall (i) list the return address for all such shipments as the address of the Merchant which sold the Ordered Catalog Item, as such address is listed in the applicable Purchase Order, and (ii) enclose in all such shipments a packing slip listing the name and URL of the Merchant which sold the Ordered Catalog Item, as such name and URL are listed in the applicable Purchase Order. Ordered Catalog Items shall be marked and labeled with information reasonably requested by 24LA in the applicable Purchase Order.
    4. When Merchants’ customers buy Ordered Catalog Items, Supplier will ship such Ordered Catalog Items directly to the Merchant’s customers, using information regarding the Merchant’s customer’s order (including, without limitation, the Merchant’s customer’s name, shipping address, and Ordered Catalog Items ordered) provided to Supplier by 24LA (the “Order Information”). Supplier will not, and will ensure that none of its Affiliates, use any such Order Information for any purpose other than fulfilling the order for the Merchant’s customer’s who made the purchase. Specifically, Supplier will not use such Order Information for any marketing purpose, including without limitation, email and SMS communications, targeted letter mail, targeted digital advertising or retargeting, nor will Supplier also will not insert any advertising or other notification that the Products were sourced by Supplier. Supplier will not sell, lease, rent, license or give to any third party any Order Information, except for the sole purpose of fulfilling the order for the Ordered Catalog Items who made the purpose.
  1. Submit invoices to 24LA via the Access Method. Unless otherwise agreed upon by the parties, each invoice submitted to 24LA shall be in a form acceptable to 24LA, and in accordance with our billing process and information requirements which may change from time-to-time
  2. Promptly resolve billing disputes with 24LA and provide 24LA with such information or assistance as 24LA or the Merchants may reasonably require to resolve billing disputes with Merchants’ customers or freight claims with carriers.
  3. During the term of this Agreement, procure and maintain insurance, at its sole cost and expense, in accordance with the following: Supplier shall procure and maintain commercial general liability insurance, providing coverage for bodily injury and property damage and coverage for product and completed operations, personal and advertising injury, and contractual liability in an amount of not less than $1,000,000 per occurrence and $2,000,000 aggregate. The foregoing policy of insurance shall name 24LA, its officers, officials, agents and employees as an additional insured or loss payee thereunder. 24LA shall be covered to the full limits of liability purchased by Supplier, even if those limits of liability are in excess of those required by this Agreement. Supplier’s insurance shall be the primary and non-contributing to any insurance procured by 24LA. Coverage(s) shall not be suspended, voided, canceled, or reduced in coverage or in limits except after 30 days prior written notice has been given directly to 24LA. Supplier shall furnish 24LA proof of coverage evidenced by certificates of insurance reasonably acceptable to 24LA. 24LA reserves the right to require complete, certified copies of all insurance policies required by this Agreement at any time. Failure to maintain the insurance policies as required by this Agreement, or to provide evidence of renewal, is a material breach of this Agreement. Supplier shall furnish to 24LA on or before the Effective Date a certificate of insurance evidencing the foregoing endorsements, coverages and limits.
  4. Comply (or cause compliance) in all material respects with all applicable Laws, including but not limited to all applicable Laws related to data and user privacy. Timely furnish 24LA any documentation reasonably necessary to enable 24LA to comply with all then prevailing applicable federal, state, municipal, local, and other laws and regulations (collectively, “Laws”) relating to the services described in this Agreement and the Catalog Items. Where applicable, customers must comply with any applicable product labeling requirements, including California’s Proposition 65, which relates to warnings about exposures to chemicals that have been designated by the State of California as carcinogens or reproductive toxins. To see more information to determine if a Vendor’s items must display a warning pursuant to Proposition 65, please visit this California Proposition 65 Web site.
  5. Immediately, and in no event in less than 24 hours, notify 24LA in writing (each such notification, a “Notification Letter”) upon becoming aware of holds, withdrawals or recalls with respect to any Catalog Item(s), or any defect or condition (actual or alleged) which in any way may alter the specifications, safety or quality of any Catalog Items, render any Catalog Items in violation of any Laws, cause revocation of any regulatory approval with respect to any Catalog Items or their sale, give rise to a claim against 24LA by any third party, or otherwise negatively affect the salability or safety of any Catalog Items (any such event, a “Recall”). A Notification Letter shall include Catalog Item Numbers of the Catalog Item(s) subject to a Recall, and in the event of a corrective action or recall, shall contain a description of the issue(s) and the corrective action(s) taken, and a description of any notifications mailed to Merchants’ customers that purchased the product(s) subject to such corrective action or recall. 24LA shall review the information mailed to customers by Supplier to determine if the information is adequate for the purpose of notifying purchasers of such Ordered Catalog Items. Supplier shall provide to 24LA any clarifications and explanations as reasonably required by 24LA and shall reasonably cooperate in notifying affected Merchants and their customers if such notification is deemed necessary.
  6. Promptly replace, at no cost to 24LA, any Ordered Catalog Item that is, or that a customer returns to 24LA or a Merchant as, defective or non-conforming, with a non- defective or conforming Catalog Item (as applicable) or, at 24LA’s option, credit 24LA’s account with Supplier or pay 24LA directly with respect to such Ordered Catalog Item. Supplier shall pay all taxes, transportation and other costs and expenses incurred by 24LA in the replacement of any defective or non-conforming Ordered Catalog Item. At the election of 24LA, Supplier will cancel any unfulfilled orders in progress and notify 24LA, Merchants and Merchants Customers regarding any orders in transit that are subject to Recalls.
  7. Promptly reimburse 24LA for out-of-pocket costs and expenses 24LA may incur due to a Recall. This includes reimbursement for the full price paid to Supplier for any Ordered Catalog Items returned to 24LA by a customer, or to Supplier by 24LA, and any costs due to a corrective action or recall, including, but not limited to, the replacement, repair, modification, adjustment, relabeling, destruction, or disposal of any affected Catalog Item.
  8. Provide, at 24LA’s election, invoice credits or payments directly to 24LA for Ordered Catalog items for which a refund has been processed by 24LA in accordance with the Supplier’s refund policy, as such policy has been provided to 24LA pursuant to 24LA procedures.
  9. Make any claims for unpaid invoices in writing within 180 days of the date Ordered Catalog Items are shipped by Supplier. 24LA shall not be obligated to make payments for, or investigate, claims arising more than 180 days prior to Supplier’s written claim or request for investigation.
  10. Keep and maintain accurate records, books of account, reports and other data (collectively, “Records”) related to Supplier’s sales of Ordered Catalog Items, or as otherwise necessary for 24LA to verify Supplier’s compliance with this Agreement. Supplier shall make such Records reasonably available to 24LA or its representative, under appropriate confidentiality provisions, to enable 24LA to verify Supplier’s compliance with this Agreement. Supplier shall maintain such Records for not less than three years or such longer period as required by law.
  11. Not, during the term of this Agreement and for a period of three years after termination of this Agreement (for any reason), directly or indirectly: Solicit, entice or induce any Merchant, customer, distributor or sub-distributor of 24LA, or customer of Merchants, to cease doing business with 24LA or any Merchant; or
  12. Notify 24LA through the Access Method each time inventory levels for a particular Catalog Item SKU lie below pre-established inventory thresholds agreed between the parties.
  13. And hereby does, represent and warrant to 24LA that:
  1. It is authorized to enter into this Agreement and that in so doing it is not in violation of any Law or any terms or conditions of any contract or other agreement to which it may be a party;
  2. It is entitled to grant the licenses provided herein; and neither the licenses granted herein, nor the purchase, sale, distribution or use of any Catalog Item or Seller Branded Items, shall violate any patent, trade name, trade dress, trademark, service mark, copyright, or other proprietary rights of any third party.
  1. Proprietary Rights. To the extent Supplier utilizes or provides its manuals, logos, copyrighted information (including any Catalog Item images and descriptions provided by Supplier), brand names, trademarks and trade names (“Supplier Branded Items”) on, and in the promotion, marketing, sale and distribution of, the Catalog Items while utilizing the Dropshipping Supplier Services, Supplier hereby grants to 24LA and the Merchants a royalty-free, irrevocable (during the term of this Agreement) and paid-up right and license to use such Supplier Supplier Branded Items during the Term the Dropshipping Supplier Services are being provided.
  2. Product Warranties. As a condition of this Agreement, Supplier specifically represents and warrants to 24LA that all Catalog Items and, as applicable, Ordered Catalog Items shipped by Supplier to or on the order of 24LA, the Merchants, and their subsidiaries, affiliates, divisions, subdistributors, agents, representatives or customers, and all goods used or embodied in such Catalog Items or Ordered Catalog Items (as applicable), as of the date of shipment of the Ordered Catalog Items and as of all dates when Catalog Items are included in the Product Catalog: (1) Shall be free from defects in design, operation, workmanship and materials, conform in all respects with all labeling and product insert sheets and other product specifications and claims made by Supplier for them and shall be produced consistently with good manufacturing practices and good quality control practices; (2) Shall be transferred with good and marketable title, free and clear of any liens or encumbrances; (3) Shall not infringe upon any patent, trade name, trade dress, trademark, service mark, copyright, or other proprietary rights of third parties; (4) Shall have been manufactured, packaged, and labeled and priced and shall be sold in compliance with all Laws. Supplier authorizes 24LA and Merchants to pass through to their customers all warranties hereunder, as well as 24LA’s and Merchant’s rights to indemnification under this Agreement.
  3. Indemnification. Supplier shall indemnify, defend, and hold harmless 24LA, its affiliates, and its and their respective officers, managers, partners, employees, and agents from and against any and all losses, civil penalties, liabilities, damages, judgments, costs, and expenses, including reasonable attorney’s fees and court costs, incurred in connection with any proceeding, claim, or action arising out of or related to: (i) any alleged defect in or injury from Supplier’s Catalog Item(s) or any other products liability claim; (ii) alleged failure of Supplier or its Catalog Item(s) to comply with this Agreement or any laws, regulations (including California Proposition 65), warranties, guarantees, or representations of Supplier (including with regard to the rights of a third party); (iii) the sale, shipment, and use of Catalog Item(s); (iv) disputes with Merchants and other Suppliers; and any (v) misuse of the Dropshipping Services. Popshop reserves the right to select its own counsel and Supplier agrees to cooperate with 24LA or its affiliates in the defense of any claims.
  4. US Government Procurement Regulations. If the Ordered Catalog Items to be furnished by Supplier are to be used in the performance of a U.S. government contract or subcontract, those clauses of the applicable U.S. Government procurement regulation which are required by Federal Statute to be included in U.S. Government subcontracts shall be incorporated herein by reference including, without limitation, the Fair Labor Standards Act of 1938, as amended.