March 12, 2021
- “Vendor” means a brand, business or seller who offers to sell and/or sells its Products to Customers through the Platform.
- “Founding Vendor” means a brand, business or seller who contracts to sell through the Platform before or as part of the official launch of the Platform.
- “Customer” means an individual consumer who purchases products through the Platform at listed retail price.
- “Products” means any goods produced by the Vendors that are made available to sell on the Site.
- “Content” means photography, brand assets, editorial content such as blogs, podcasts, videos, marketing and promotional materials that may be used on the Site and all other marketing channels.
Account Creation – Vendor Account
- Vendor Account. To sell Products through the Platform as a Vendor, you must either be contacted by a Sipple representative or contact Sipple directly to become a vendor and be approved by Sipple for an account (“Vendor Account”), as further set forth in the Site Terms. By accepting these Vendor Terms and providing the requested information (including any necessary documentation evidencing Product compliance and safety) during the Vendor application process (as detailed in the Site Terms), you authorize Sipple and its affiliates and payment processors to settle and disburse funds to you and on your behalf. Sipple will use good faith efforts to review your application to become a Vendor as soon as possible. You acknowledge that Sipple is only able to accept a limited number of Vendors at any given time, and that Sipple is not obligated to accept you as a Vendor. You hereby release Sipple from any liability regarding the acceptance process.
- Customer Relationships. Sipple understands that Vendors have their own websites and other wholesale accounts. As a Vendor, you release Sipple from any liability regarding lost sales from your own website and/or accounts as a direct result of agreeing to sell your Products through the Platform.
- Curated Vendor Page. Each Vendor will have its own dedicated store page on the Site featuring its Products, descriptions, company information, featured recipes, sales/promotions and other pertinent information (“Curated Vendor Page”). Upon submission of the onboarding form and creating your Application account, Sipple will create your Curated Vendor Page with the information you have provided during initial conversations, email exchanges as well as through the onboarding form. Sipple will give you an opportunity to review and provide feedback on your Curated Vendor Page and you agree that Sipple may amend, update or remove any Content you submit in order to comply with Sipple’s internal guidelines and requirements. Sipple reserves the right to approve the final iteration look and feel of your Curated Vendor Page in its sole discretion. In order for Sipple to create your Curated Vendor Page, you must fill out the onboarding form, sign the Commissions and Payout Addendum, sync your ecommerce store to the Application, provide Product pricing and shipping specifications and high resolution photography (both Product and lifestyle) via DropBox link. During the creation of your Curated Vendor Page, Sipple may ask for additional information as needed. As soon as your Curated Vendor Page is created, Sipple will send you a review email. Upon approval, you agree to allow Sipple to launch your Products and make them live on the Site.
- Syncing to the Application. As part of the onboarding process, you agree that you will be required to allow the Application to connect to your Shopify, WooCommerce, Magento or other ecommerce stores that become available through the Application in order to obtain your complete Product catalog containing the following information: Product name, Product variants, Product dimensions, retail prices, Product descriptions and Product inventory. Sipple will only make live and sync Products that have been agreed upon to include for sale on the Site.
- High-resolution Photography. Sipple requires that and you agree to provide high-resolution photographs (both Product and lifestyle). Sipple will send Product photography guidelines upon completion of your onboarding form and creation of your account on the Application. Sipple reserves the right to reject photographs for any reason, including those that could reasonably be considered indecent, offensive, objectionable, threatening, pornographic, violent, harassing, embarrassing, profane, hateful or otherwise inappropriate. You agree to submit all photographs as indicated by Sipple, and Sipple will select the photographs that we determine to be the best quality and most appropriate to support the content on your Curated Vendor Page.
- Order Minimums. You may set minimum order values for your Products by region or by Product. If you would like to set minimum order quantities, you agree to provide Sipple with your first order and reorder minimums (together, an “Order Minimum”), which will be displayed on your Curated Vendor Page on the Site.
- Shipping/Transit Time. In an effort to accurately display shipping and transit times, you must communicate your typical shipping lead times to Sipple. The shipping/transit times you set will be displayed on your Curated Vendor Page to inform Customers.
Content License, Representations and Warranties
- License. You hereby grant to Sipple an irrevocable, non-exclusive, transferable, royalty-free, worldwide, perpetual license, with the right to use, copy, amend, modify, license, distribute, sublicense, view, adapt, sell, transfer, publicly display, transmit, stream, broadcast, publicly perform and otherwise exploit your Content on, through or by means of the Services and any of Sipple’s marketing, advertising, media publicity and/or other initiatives and events. Sipple does not claim any ownership rights to any of your Content and nothing in these Vendor Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that Sipple may at its option, grant limited, revocable sublicenses to brand ambassadors to use your Content on their websites for the sole purpose of promoting Products purchased from you through the Platform.
- Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content and Products that you make available through the Platform and that you are free to enter into these Vendor Terms and fully perform your obligations hereunder. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Platform or you have all rights, licenses, consents and releases necessary to grant to Sipple the rights in such Content as contemplated under these Vendor Terms, (ii) you are duly licensed, authorized or qualified to do business and are in good standing in every jurisdiction in which a license, authorization or qualification is required perform the obligations hereunder, (iii) your Content is accurate and does not misrepresent you or your Products, (iv) that your Products will at all times comply with Sipple’s Product Guidelines, and (v) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by Sipple or a brand ambassador of the Content (or any portion thereof) on, through or by means of the Platform or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Platform, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. Sipple takes no responsibility and assumes no liability, and you hereby release Sipple from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify Sipple per the terms of the Indemnification section herein.
Product Listing and Compliance
- Product Listing. Sipple requires each Vendor to both (i) list on its Curated Vendor Page those Products which both Parties had previously agreed (via email) would be listed on the Site, (unless otherwise agreed in writing by Sipple), and (ii) provide a description for each listed Product. This can be accomplished by syncing of your ecommerce store to the Site via the Application. Sipple reserves the right to accept or reject any Products and has final discretion as to the content of the final Curated Vendor Page. Vendor’s available Products will at all times comply with Sipple’s Product Guidelines regarding prohibited Products.
- Product and Content Compliance. All Products made available on the Site, as well as all related Content, must meet Sipple's Product Guidelines, found here. You acknowledge and agree to: (a) abide by Sipple’s Product Guidelines and to refrain from making available any prohibited Products identified in Sipple’s Product Guidelines; (b) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (c) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (d) not provide any false, inaccurate or misleading information about your Products; and (e) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the Products through the Platform, including that they are allowed to be sold from your jurisdiction and into the customer’s jurisdiction. You acknowledge and agree that Sipple is not responsible for determining whether you meet the above requirements, and you hereby release Sipple from any liability with respect thereto and agree to indemnify Sipple as set forth in the Indemnification section set forth below. Failure to comply with Sipple’s Product Guidelines may result in the temporary suspension or permanent termination of your Vendor Account, at our sole discretion.
- Pricing Consistency. You acknowledge and agree that your prices on your Curated Vendor Page will be consistent with all other ecommerce and retail channels where your Products can be found and sold.
- Pricing Audits. You acknowledge and agree that Sipple may perform routine price and content audits of the Products listed on your Curated Vendor Page. That includes reviewing for retail price consistency between your sites and reviewing discrepancies that are communicated to us from Customers. In the event a discrepancy is found, Sipple may reach out to you and require that Vendor take certain actions to resolve the issue. If, as determined by Sipple, you fail to properly and/or timely respond to the discrepancy, Sipple reserves the right to temporarily suspend or permanently terminate your Vendor Account.
Title and Returns
- Title. Sipple shall at no time have any title or risk of loss for any Products contemplated hereby. As between Vendors and Customers, Vendor agrees that risk of loss and title to the Products shall remain with Vendor until delivery to the Customer.
- No Returned Products. No returns are accepted or allowed. If a Product is damaged during transit, if possible, Vendor will offer to replace the damaged item. If Vendor determines that such replacement is not possible, Vendor will submit a specific explanation to Sipple for why this is the case and then refund the Customer. If a Customer does not wish to accept a replacement for the damaged item, Vendor will refund the Customer, and Sipple will refund Vendor the Commission collected by Sipple from the sale of such item. As a dropship-only Platform, Sipple does not house or have title to any Products and will not be responsible for the replacement of any items under any circumstances. Sipple will place this Replacement/Refund Policy on your Curated Vendor Page for Customers to view. Damages are discussed further in subsection 7 of the Section of these Vendor Terms titled “Shipping - Costs, Lead Times, Shipping Providers, Damaged Goods.”
Commissions, Placement Fees, and Payout Schedule
- Acceptance of Terms. By accepting these Vendor Terms, you acknowledge and agree to the commissions, fees, calculations and payout schedule set forth below. You agree and authorize Sipple and/or its payment processors and/or the Application to deduct all commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account.
- Percentage. Unless otherwise agreed by Sipple in writing, Sipple charges Vendors a commission (the “Commission”) as follows:
- Founding Vendors: Sipple charges a Commission of 15% on all orders for up to a maximum of 18 months, as agreed upon by each Founding Vendor in their Commissions and Payout Addendum. After the agreed upon timeframe, Sipple charges a Commission of 20% on all orders.
- All Other Vendors: Sipple charges a Commission of 20% on all orders.
- Sipple reserves the right to renegotiate Commission percentages with each Vendor.
- Calculation. Commissions collected by Sipple on a given transaction are calculated based on the dollar amount of the Customer’s order total, excluding shipping costs. Any items that a Customer marks as damaged or missing are the responsibility of the Vendor. Payout Schedule. Sipple currently offers one type of payout account for U.S.-based Vendors (international options may vary by region): PayPal. Payment terms are set up in the Application. Sipple currently offers one option for Vendor’s receipt of payment: Post fulfillment - you will be paid once you add shipment tracking information to your Application-linked ecommerce store. All amounts will be transferred to your connected PayPal account based on the Payout Schedule selected by each Vendor in the Commissions and Payout Addendum. We anticipate, but do not guarantee, that funds will appear in Vendor’s account within two (2) business days of a Customer payment being processed. Sipple is not responsible for any actions taken by your bank that may result in some or all of the funds not being made available to you. Sipple reserves the right to suspend payouts to your PayPal account due to pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.
In addition, as set forth below, Sipple will not collect commissions on or receive any shipping costs collected by the Site.
Shipping - Costs, Lead Times, Shipping Providers, Shipping Priorities, Damaged Goods
- Shipping Costs. Vendors will each have the option to set up advanced shipping rules within the Application. As part of the setup of your account on the Application, Sipple will review and set up specific Shipping bands, shipping rules and shipping offers with each Vendor (each discussed further below). Shipping costs are calculated automatically per Vendor based on the settings chosen by each Vendor. “Cumulative shipping charges” is an Application setting that aggregates the shipping charges based on Vendors and allows Sipple and Vendors to charge shipping per Product rather than on the basis of Product quantity. Further explanation of the shipping cost mechanisms can be found here: https://support.marketcube.io/what-is-advance-shipping.
- Shipping Bands. Shipping bands create a base to set up further shipping rules and offers. If there are no rules and offers created, the shipping band gets applied at the time of checkout as a shipping charge. Only Sipple can set up the shipping band and can allow Vendors to edit the bands. Sipple can name the band according to their shipping mode. It can be named anything that Sipple chooses, for example: “Fast Delivery” or “Standard Delivery,” etc. The Vendor may then adda shipping description and decide whether the shipping will have a fixed cost or be free. Upon Vendor request, Sipple can allow Vendors to edit the band by checking the box 'Allow vendor to update this shipping option'. This will give the ability to the Vendor to add their own rates in the band.
- Shipping Rules. Shipping rules are an extension to the base shipping band created by Sipple. These shipping rules are determined on the basis of the Product being shipped and/or its destination. At the Vendor’s decision, the Vendor or Sipple can mark the shipping of a Product as free or can assign to it a fixed shipping cost. Additionally, the Vendor can create shipping rules within the Application that vary depending on the Product or its destination. If Sipple/Vendor does not want these shipping rules to be applied then they can click on the checkbox which says Not available for shipping. In this case, another available rule/offer or band will get levied which will fulfill the order condition.
- Shipping Offers. Shipping offers allow Sipple and Vendors to set up shipping based upon the Product, destination, and offer condition. You can create multiple offers using a band. The ability to add offer conditions as parameters for shipping is an extension of the previously-discuss shipping rules, the parameters of which are limited to Products or destination. If shipping offers are selected by Vendor or Sipple, the following shipping parameters may be dictated by such party:
- By Destination: Sipple and Vendors can create a rule for any specific destination or they can include all the destinations from their dropdown menu.
- By Product: Sipple and Vendors can create a rule for any specific Product or they can include all the Products from their dropdown menu.
- By Offer Condition: There are three types of offer conditions that can be used while creating any offer.
- Product Price: If the order value is greater than or less than a certain amount, then Sipple/Vendors can set up a shipping rate accordingly.
- Product Quantity: If the order quantity is greater than or less than a certain number, then Sipple/Vendors can set up a shipping rate accordingly.
- Order Value by Vendor- If the order value by the vendor is greater than or less than a certain number, then Sipple/Vendors can set up a shipping rate accordingly.
- If there are three (3) separate offers created on the basis of the above conditions (c)(i)-(iii), and there is an order which fulfills all of these three conditions, then priority of such conditions will be determined as follows:
- First Preference - Order Value by Vendor
- Second Preference - Product Quantity
- Third Preference - Product Price
- Shipping Priorities
- Vendor will always have preference over the shipping. If Sipple and Vendor both have set up the shipping, then the charge set up by the Vendor will be the charge that is levied at the point of checkout.
- If there is a band, rule, and offer set up in the Application and one order fulfills all of these conditions, then preference given at the point of check out will be determined as follows:
- First Preference- Shipping Offer
- Second Preference- Shipping Rule
- Third Preference- Shipping Band
- If there are 3 separate offers created on the basis of the offer conditions and there is an order which fulfills all the three offer conditions, then Priority will be determine as follows:
- First Preference - Order Value by Vendor
- Second Preference - Product Quantity
- Third Preference- Product Price
- Tracking Information. You will be asked by Sipple for, and you agree to provide within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. Order Fulfillment is the Vendor’s responsibility. Upon ordering, the Site triggers an email to the customer that an order has been placed. At the same time, the Site triggers an email to be sent to each Vendor needing to fulfill an item on that customer’s order. Each Vendor is responsible for fulfilling their line items. All Shipping Costs will be aggregated on the Site prior to Customer placing the order. Once Vendor fulfills their line item(s), the Site triggers an email to the customer that one item has been fulfilled. All items being fulfilled, even by different Vendors, will show up against the same order number, but Customers will receive multiple emails with their various tracking numbers from each Vendor. Although not required, Sipple recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.
- Damaged or Missing Goods. Vendors are responsible for reaching out to Sipple through the Platform to try to resolve issues relating to damaged or missing items in an order. Sipple will notify you if a Customer reports to Sipple directly that a Product is damaged or if an order is missing items. Sipple will pass along any photographs of any damaged item or order that it receives from a Customer. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release Sipple from any liability with regard thereto. Sipple reserves the right to deduct payouts or charge the bank account associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with Sipple, but we reserve the right to reject any dispute/claim created by you related to the charge.
- Shipping Insurance. Sipple does not require you to purchase shipping insurance. However, Sipple strongly recommends that you do so in order to facilitate the resolution of any shipping dispute you have with a Customer.
Inventory, Orders, Recalled Products
- Inventory. You agree to keep sufficient inventory on hand for Products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any Products that are discontinued or are out of stock through the Application by syncing directly with your ecommerce account. It is your responsibility to keep your Product catalog current and up-to-date based on availability (whether items are back-ordered or discontinued).
- Orders. The Platform will send you an email each time a Customer places an order for your Products. The order will also show up directly in your connected ecommerce account so that you may fulfill Sipple orders seamlessly. Your account on the Application will also be updated with new order details, providing you three places to receive customer orders, ensuring an order is not missed. You will be able to review the order details, edit inventory availability and accept or cancel the order. You must accept or cancel an order within two (2) business days of receiving the email notifying you of the order (the “Cancellation Window”). If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Consistent order cancelation may result in the temporary suspension or permanent termination of your Vendor Account, in our sole discretion.
- Right to Refuse. You have the right to refuse any order by a Customer for any reason within the Cancellation Window.
- Recalled Products. You agree to immediately inform Sipple if any of your Products have been recalled, giving at least the following information: (a) Product name; (b) SKU or other identifying number; (c) number of units sold to Customers; (d) purpose of recall; and (e) any other information necessary so that the Products may be properly and quickly recalled. You release Sipple of any liability of harm or damage done by recalled Products, whether such recall occurred before or after such harm or damage.
- No Circumvention. Once an order has been placed through the Site by a Customer, you agree that you will only fulfill orders from such Customer through the Platform. You further agree that you will not influence any Customers to transact sales of any Product outside of the Platform in any manner, or otherwise circumvent Sipple’s process in order to transact orders with Customers or potential Customers that were introduced to you through the Platform. Sipple reserves the right to deactivate or terminate your account if, in Sipple’s sole determination, we determine that you have failed to abide by these terms.
- Hiatus. If you are going on vacation, or are unable to accept new orders for a period of time (such period of time a “Hiatus”), you may pause your Curated Vendor Page at any time by notifying Sipple in writing of the duration of the Hiatus. Sipple will then deactivate your page until the Hiatus has come to an end. You will still be able to access your Vendor Account during this time, and we encourage you to fulfill any orders you have already accepted while on such a Hiatus.
Commitment to Quality and Service
- Minimum Standards. Vendor and Customer satisfaction is of utmost importance to the long-term health and success of the Sipple marketspace community. Accordingly, Vendors are subject to and agree to abide by the following minimum standards in connection with the Platform:
- To accurately list and describe available Products on your Curated Vendor Page;
- To timely accept or cancel an order from a Customer;
- To timely fulfill and ship orders to Customers using a reputable shipping provider;
- To promptly and effectively respond to Customer inquiries; and
- To promptly resolve missing or damaged orders with a Customer.
- Accountability. If Sipple determines that you are not meeting the minimum standards of quality and service, at Sipple’s option, Sipple may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Vendor Account.
- Suspended Accounts. If your Vendor Account is suspended for performance issues, you may appeal for re-activation by providing Sipple with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If Sipple in its sole discretion approves the plan of action, you may resume selling through the Platform. If you believe that the flag on your Vendor Account is erroneous, you may contact Sipple and explain why, after which point your account may be re-activated or remain suspended at Sipple’s sole discretion.
Unless you opt out as set forth in this paragraph below, you permit Sipple to feature you, your Products and your Content at the top of their respective categories, on Sipple’s landing pages, blogs, marketing channels, in advertisements, email, social media accounts or in any other channels or media in its discretion (individually and/or collectively, the “Marketing and Advertising Program”). Sipple may choose to bid on Vendor brand names and keywords relating to the Vendor’s Products in advertising Products and may create SEO optimized pages or campaigns for Vendor brands. Sipple shall not be liable for any pricing or availability of a particular Product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please email email@example.com. At Sipple’s option, we may also offer Vendors email marketing tools to use for their business. Additional terms and conditions may apply to Sipple’s provision of such services, including: that all Customer leads must be sourced by you directly (purchasing lead lists from third parties is not permitted), that the tools are not to be used for spam, and that Sipple reserves the right to throttle or limit the number of emails sent to Customers via such tools.
Product Liability Insurance
All Vendors are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive Product liability) with respect to its Products listed on Sipple in such amount as is reasonable and customary for companies of comparable size and activities. Sipple reserves the right to request proof of such insurance coverage and other relevant information at any time.
You agree to defend, indemnify, and hold Sipple, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) that Sipple may incur, due to any negligent or willful acts or omissions (including, but not limited to, breaches of these Vendor Terms, and/or any law or the rights of a third party, and/or your use of or participation on the Platform) of Vendor, its agents or employees, in the performance of its obligations hereunder. For clarity, Vendor's indemnification obligation includes, but is not limited to, any and all claims, losses, liabilities, and expenses (including attorneys' fees) incurred by Sipple for injury (including death) to any party and property damage, arising out of or relating to the acts or omissions of Vendor and the Vendor representatives. In any case in which indemnification is sought hereunder, Sipple shall promptly notify Vendor of any claim for litigation to which the indemnification relates. Vendor's liability hereunder shall include any indirect, incidental, or consequential damages. Further, if either party should bring an action against the other in order to enforce any provision of these Vendor Terms other than the foregoing indemnity, the prevailing party shall be entitled to recover its reasonable attorneys' fees in addition to any other remedy it may have.
Sipple will have the right to investigate and prosecute violations of these Vendor Terms to the fullest extent permitted by law. Sipple may involve and cooperate with law enforcement authorities in prosecuting users who violate these Vendor Terms. You acknowledge and agree that Sipple has no obligation to monitor your access to or use of the Platform or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Platform, to ensure your compliance with these Vendor Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Sipple reserves the right, at any time and without prior notice, to remove or disable access to any Content that Sipple, in its sole discretion, considers to be in violation of these Vendor Terms or otherwise harmful to the Platform. Sipple reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Sipple suspects illegal activity may be taking place.
If Sipple determines that you have breached any of these Vendor Terms, Sipple will have the right to temporarily suspend or permanently terminate your Vendor Account, and/or terminate these Vendor Terms and/or the Site Terms, in its sole discretion and without prior notice to you. Sipple reserves the right to revoke your access to and use of the Platform at any time, with or without cause. In the event Sipple terminates these Vendor Terms for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with Sipple at any time by contacting Sipple’s support team at firstname.lastname@example.org. Sipple will take down your Curated Vendor Page as soon as practicable and will close your Vendor Account once there has been an accounting of all monies due and owing.