v 1.1 - Last Updated: June 25, 2026
This Partner Marketplace Services Agreement or “MSA,” including all exhibits, schedules, policies, platform terms, and any Statements of Work or other written agreements incorporated into this MSA, collectively, the “Agreement,” governs access to and use of the +Shop platform, services, marketplace, tools, portals, and related programs.
This Agreement is entered into by and between MarketNation, Inc., a Delaware corporation doing business as +Shop, with offices located at 51 E Campbell Ave., Suite 500-E, Campbell, CA 95008, “+Shop,” “MarketNation,” or the “Company,” and the individual, company, organization, or other legal entity that creates an account, accesses the platform, participates in a +Shop program, or otherwise uses the +Shop services, the “Marketplace Partner,” “Partner,” or “you.”
By creating an account, clicking to accept this Agreement, accessing the +Shop platform, submitting products, creating or operating a +Shop, participating in a marketplace program, or otherwise using any +Shop services, you acknowledge and agree that you have read, understand, and agree to be bound by this Agreement.
If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to this Agreement. If you do not have such authority, or if you do not agree to this Agreement, you may not create an account, access the platform, participate in any +Shop program, or use the +Shop services.
+Shop and Marketplace Partner may each be referred to as a “Party” and collectively as the “Parties.” The “Effective Date” of this Agreement is the earlier of the date you create an account, click to accept this Agreement, access the +Shop platform, participate in a +Shop program, or otherwise use the +Shop services.
WHEREAS, MarketNation operates a distributed retail marketplace platform referred to as “+Shop” when related to a singular storefront on the marketplace platform, and the “+Shop Network” when related to a plurality of storefronts on the marketplace platform, through which Consumers can purchase Products from a shared +Shop Catalog;
WHEREAS, MarketNation enables organizations, creators, influencers, Brands, nonprofits, media companies, and other authorized participants to operate and promote branded and customizable +Shop storefronts connected through a unified marketplace infrastructure;
WHEREAS, MarketNation sources Products from MarketNation Suppliers and may also support Products sourced through Partner Suppliers, Shopkeepers, Brands, and other authorized Suppliers, all for resale by MarketNation in +Shop and across the +Shop Network;
WHEREAS, MarketNation may provide Partner with a Partner Marketplace enabled by +Shop to support ecommerce, cause-related shopping, partner-branded storefronts, merchandise, offers, events, subscriptions, and other commerce experiences, as further described in one or more Statements of Work;
WHEREAS, MarketNation may be responsible for Marketplace Services expressly described in an applicable Statement of Work, which may include merchant-of-record services, storefront operation, merchandising support, order routing, customer support, payment processing, Supplier coordination, inventory management, system integration, returns administration, sales tax processing, reporting, and related marketplace operations;
WHEREAS, Partner may provide Partner Services expressly described in an applicable Statement of Work, which may include promotion, marketing, channel integration, supplier sourcing, technical integration support, content coordination, marketplace awareness, and related commercial activities;
WHEREAS, the Parties desire to enter into this non-exclusive Agreement to enable the purchase of Products in one or more +Shops, Partner Marketplaces, and/or the +Shop Network;
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants, terms, and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Capitalized terms used but not defined in the body of this Agreement have the meanings given in MSA Schedule 1 – Definitions. Capitalized terms used in any Statement of Work have the meanings given in this Agreement unless expressly defined differently in the applicable Statement of Work for purposes of that Statement of Work only.
Partner and MarketNation may enter into one or more Statements of Work for services, launch activities, marketplace configurations, Partner Marketplace operations, financial arrangements, Supplier arrangements, and other work to be performed by either Party under this Agreement (each, a “Statement of Work” or “SOW”).
Each SOW must be signed by an authorized representative of each Party. No SOW will be effective unless and until signed by authorized representatives of both Parties.
Each executed SOW is incorporated by reference and is subject to this MSA. Once executed by both Parties, each SOW becomes part of this Agreement.
This MSA together with each SOW is to be interpreted as a single agreement so that all provisions are given as full effect as possible. In the event of a conflict between the terms of this MSA and a SOW, this MSA will control, except that in the event of conflict between this SOW No. 1 and the MSA, this SOW No. 1 shall control with respect to the subject matter hereof. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, schedules, attachments, and appendices, the following order of precedence governs: (1) this MSA, (2) any Schedules or other attachments incorporated in this MSA other than Statements of Work, and (3) Statements of Work, including exhibits and attachments thereto, but only with respect to services to be performed under such Statement of Work.
Neither Party makes any minimum Fee, sales, traffic, order volume, Supplier volume, Product volume, payout, or revenue commitment unless expressly provided in a SOW.
Each Party may provide similar services, operate similar marketplaces, work with other partners, suppliers, talent, brands, nonprofits, advertisers, media networks, or service providers, and retain third parties at its discretion, provided that such Party does not use the other Party’s Confidential Information or violate this Agreement.
MarketNation will provide the MarketNation Services expressly described in an applicable SOW. The MarketNation Services may include Marketplace Services, merchant-of-record services, storefront operation, merchandising support, order routing, customer support, payment processing, Supplier coordination, inventory management, system integration, returns administration, sales tax processing, reporting, and related marketplace operations.
Partner will provide the Partner Services expressly described in an applicable SOW. Partner Services may include promotion, marketing, channel integration, Supplier sourcing, technical integration support, content coordination, marketplace awareness, and related commercial activities.
Subject to the terms and conditions of this Agreement, including the payment of applicable Fees, MarketNation grants Partner a non-exclusive, non-sublicensable, and non-transferable right to access and use the MarketNation Services identified in the applicable SOW during the Term in the Territory solely for: (a) access to the features and functionality of the MarketNation Services described in the applicable SOW and Documentation; and (b) Partner’s internal business purposes, solely for use by Authorized Users in accordance with this Agreement.
MarketNation grants Partner a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Partner’s internal business purposes in connection with Partner’s use of the MarketNation Services.
Subject to this Agreement, Partner may permit Authorized Users to use the applicable MarketNation Services and Documentation. Any breach of this Agreement by an Authorized User will be considered a breach by Partner.
Partner will not use the MarketNation Services in an unauthorized manner. Partner will not infringe upon, copy, modify, reverse engineer, alter, or misappropriate MarketNation’s Intellectual Property Rights, MarketNation Materials, or MarketNation Services, except as expressly permitted under this Agreement. All rights not expressly granted to Partner are reserved by MarketNation and its licensors.
The MarketNation Services may include integrations with Third-Party Services. Third-Party Services are separate from and not owned by MarketNation. MarketNation is not responsible for delays, failures, outages, or errors caused by Third-Party Services except to the extent expressly stated in a SOW or caused by MarketNation’s gross negligence, willful misconduct, or breach of this Agreement.
MarketNation may modify the +Shop Network, platform features, supplier tools, catalog structure, checkout flow, administrative tools, integrations, operating procedures, and MarketNation Materials in its ordinary course of business. MarketNation may make changes that it deems necessary or useful to: (a) maintain or enhance the quality, delivery, competitive strength, market position, cost efficiency, or performance of the MarketNation Services; or (b) comply with applicable Law.
Notwithstanding the foregoing, no change may materially reduce or degrade the core features, functionality, security, or availability of the MarketNation Services, impose material new obligations or liability on Partner, or modify the economic terms of this Agreement without Partner’s written consent (each, a “Material Modification”). MarketNation will provide Partner with written notice of any Material Modification. In the event of a Material Modification, Partner may, upon thirty (30) days written notice to MarketNation, terminate the affected SOW and recoup any prepaid fees not directly correlated to a Product sale during the prior six (6) months under such SOW.
MarketNation’s Marketplace Services may include performing as merchant-of-record, issuing and operating storefronts, providing merchandising support, routing orders, managing customer support, implementing payment processing, coordinating Supplier fulfillment, managing inventory, enabling system integration, administering returns, processing and remitting sales and use tax, reporting, and performing other marketplace-related tasks for marketplace stakeholders.
Unless otherwise stated in a SOW, MarketNation will serve as merchant of record for the offer and sale of Products in +Shop and across the +Shop Network. As merchant of record, MarketNation may: (a) facilitate, manage, and/or oversee payment by Consumers for Products offered in +Shop; (b) create and maintain merchant accounts with PCI-DSS-compliant payment processor(s) and/or other commonly used payment methods; (c) manage ongoing credit card fees; (d) manage sales taxes for the sale of Products to Consumers, including calculation, collection from Consumers, and remittance to tax authorities; © facilitate refund requests between Consumers and Suppliers; (f) manage chargebacks; and (g) conduct accounting and financial reconciliation of Product Orders to applicable stakeholders.
MarketNation will facilitate Consumer orders of Products through the MarketNation Services. Supplier acceptance, rejection, fulfillment, cancellation, and delivery requirements may be described in a SOW or applicable Supplier agreement.
MarketNation will manage Product Data in the +Shop Catalog as provided by Suppliers, Brands, third-party service providers, and Content Service Providers. MarketNation will use Product Data to create and maintain Product listings in the +Shop Catalog. Where MarketNation has not been provided with suitable Product Data, MarketNation may notify the applicable Supplier or Partner of deficiencies. If enriched Product Data is required, MarketNation may work with the applicable Supplier, Brand, Partner, or third-party service provider to use commercially reasonable efforts to obtain or facilitate acquisition of the missing information.
Unless otherwise stated in a SOW, MarketNation will be responsible for first-level customer support inquiries from Consumers who are contemplating a purchase in +Shop or have made a purchase in +Shop (“Customer Support”). MarketNation may use a combination of in-house staff and third-party subcontractors to provide all or a portion of Customer Support. First-level Customer Support may include general inquiries, order support, return management, refund support, and routing of Product-specific issues. Second-level Product, Brand, warranty, technical, fulfillment, or defect support may be routed to the applicable Supplier, Partner Supplier, Brand, service provider, or other responsible party.
MarketNation may provide Customer Support through online ticketing, email, phone support, live chat, self-service workflows, or other commercially reasonable methods. Phone support and live chat availability may be provided at MarketNation’s discretion unless specific support service levels are stated in a SOW.
MarketNation may provide Partner with reporting related to purchases, Product performance, channel performance, Partner Marketplace activity, Product Sales Data, web statistics, and Resultant Data as stated in an applicable SOW. Reports may be limited by available data, privacy obligations, Personal Information restrictions, payment processor restrictions, Supplier restrictions, Third-Party Service limitations, and MarketNation policies.
MarketNation is not responsible for delays, failures, outages, or interruptions caused by Partner, Partner Supplier, Supplier, OEM, Brand, payment processor, shipping carrier, donor-advised fund partner, third-party platform, Partner channel, Partner programming, Force Majeure Event, or any circumstance outside MarketNation’s reasonable control.
Products available in +Shop may be sourced from MarketNation Suppliers, Partner Suppliers, Shopkeepers, Brands, or other authorized Suppliers. Supplier-specific obligations may be set forth in a SOW or in a separate Supplier agreement between MarketNation and the applicable Supplier.
If a SOW permits Partner to introduce Partner Suppliers, Partner will use commercially reasonable efforts to ensure that each Partner Supplier enters into MarketNation’s applicable supplier or reseller agreement before any Partner Supplier Products are made available in +Shop.
Each Supplier is responsible for providing accurate, complete, and legally compliant Product Data necessary to list and sell Products in +Shop. Supplier Product Data may include Product descriptions, images, pricing, availability, SKU information, warranty information, shipping details, return eligibility, restrictions, compliance information, and other information reasonably required by MarketNation.
Unless otherwise stated in a SOW or Supplier agreement, each Supplier is responsible for ensuring that Products it sells to MarketNation are authentic, lawfully sourced, authorized for resale in the Territory, and supported by any applicable Brand or OEM warranties where such warranties are represented or made available to Consumers.
Product warranties, if any, will be provided by the applicable OEM manufacturer, Brand, Supplier, or service provider. MarketNation does not independently manufacture or create Products to be sold in +Shop or across the +Shop Network and does not provide Product or Service warranties except to the extent expressly stated in an applicable SOW. MarketNation may pass through available OEM manufacturer, Brand, Supplier, or service provider warranties to Consumers where applicable.
Shipping, fulfillment, and delivery responsibilities may be set forth in a SOW or applicable Supplier agreement. Unless otherwise expressly agreed, the applicable Supplier is responsible for packaging, shipping, and fulfilling Supplier Products in a commercially reasonable manner and for providing MarketNation with fulfillment, tracking, and order status information as reasonably required.
Unless otherwise stated in a SOW or Supplier agreement, title to Products shipped under a Product Order passes to MarketNation, and from MarketNation to the Consumer upon MarketNation’s receipt of payment for the Product Order. Risk of loss to Products shipped under a Product Order passes to the Consumer upon receipt by the Consumer at the Delivery Location, and the applicable Supplier bears risk of loss or damage until the Consumer’s receipt of such Products.
Partner and applicable Suppliers will use commercially reasonable efforts to notify MarketNation as soon as possible of any possible interruptions in the supply of any Product. Neither Party will be responsible for any failure or delay caused by a Force Majeure Event.
Products sold in +Shop may be returned by the Consumer if eligible under the return policy displayed on the applicable Product Detail Page at the time of sale and subject to the refund and shipping-cost mechanics set forth in the applicable SOW or Supplier agreement.
The following are not eligible for return or refund unless otherwise required by Law or expressly stated on the applicable Product Detail Page:
Products designated as non-returnable by a Supplier shall be identified by clear and conspicuous messaging on the applicable Product Detail Page prior to purchase.
Consumers shall initiate return requests through MarketNation’s designated support channel, currently located at plus.shop/shop-support or such successor URL as MarketNation may designate from time to time.
MarketNation may administer return authorizations based on the return policy displayed on the Product Detail Page for the Product in the Product Order at the time of sale. MarketNation may refuse any Consumer return request submitted after the close of the applicable return window. MarketNation will use commercially reasonable efforts to respond to each Consumer return request with return instructions within two (2) Business Days of receipt.
For each eligible returned Product, MarketNation may refund the Consumer the Sales Price, less any applicable Restocking Fee. No Restocking Fee shall be applied to returns of Products that were inaccurately described, Defective, damaged, lost in transit, or delivered late, unless otherwise permitted by Law and applicable marketplace policy. Returns based on Consumer change of mind may remain subject to a Restocking Fee.
MarketNation may apply and retain a restocking fee of up to fifteen percent (15%) of the Sales Price for eligible returned Products, with the exact percentage determined by MarketNation in its discretion unless otherwise stated in a SOW or applicable Supplier agreement. Among other things the Restocking Fee, if retained by MarketNation, will be used to cover the cost of the Returns & Payment Processing Fee.
Return shipping costs shall be borne by the party at fault for the return or as otherwise stated in a SOW or applicable Supplier agreement. MarketNation may, in its discretion, issue prepaid return shipping labels to Consumers and deduct the shipping cost from amounts otherwise payable to the responsible party.
MarketNation may manage chargebacks, disputed transactions, fraud review, and related payment disputes in connection with Product Orders. Chargebacks, refunds, fraud losses, or disputed amounts may be offset against amounts otherwise payable to the responsible party as set forth in a SOW or applicable Supplier agreement.
Fees, Partner Earnings, +Shop Commissions, +Shop Donations, Supplier payouts, Admin Fees, Service Fees, payment timing, remittance mechanics, and other financial terms will be set forth in the applicable SOW.
The for-profit use of +Shop is designed to reward Shopkeepers and/or the organizations they represent with commission-based earnings for eligible purchases made in +Shop. MarketNation may use a secure payment processor to make such payouts. +Shop Commission payouts on Products are generally available net of returns and after the Return Period for those Products, contingent upon the fiduciary organization identified by the Shopkeeper and completion of required payout setup, including bank account connection. +Shop Commissions may or may not be a part of the Partner’s Earnings.
For sales transacted in both for-profit and nonprofit uses of a Partner Marketplace +Shop, Partner Earnings shall be derived from Partner House Products, Partner Merch, and non-House Products as further described in the applicable SOW.
For cause-related shopper purchases in +Shop as well as optional Shopper cash donations intended to benefit a designated nonprofit organization, MarketNation may use a donor-advised fund for processing charitable disbursements. The Parties acknowledge that certain charitable contribution processing may be facilitated through Our Change Foundation or another qualified donor-advised fund, payment processor, or charitable disbursement partner. Donation payouts are generally requested, net of returns, by MarketNation to the applicable donor-advised fund monthly and are typically distributed by the donor-advised fund approximately thirty (30) days later, contingent upon nonprofit eligibility and completion of required payout setup, including bank account connection.
MarketNation will control marketplace disclosures related to such contributions, optional Shopper cash contributions, fees, timing, eligibility, refunds, chargebacks, and disbursement limitations. Partner shall not make charitable solicitation, donation, tax-deductibility, or nonprofit endorsement claims except using MarketNation-approved language.
Unless otherwise stated in a SOW, MarketNation is responsible for sales, use, or excise taxes resulting from the sale of Products to Consumers. MarketNation is also responsible for income taxes accruing to MarketNation on its own revenue from the sale of Products. As between Supplier and MarketNation, if MarketNation is a certified reseller in the applicable jurisdiction, Supplier shall not charge MarketNation sales tax or use tax when selling Products to MarketNation for the purpose of resale.
Payment terms, payout mechanics, remittance timing, adjustments, offsets, and required payout setup will be set forth in the applicable SOW. Payments must be made in United States dollars, free of any withholding tax unless required by Law, and free of any currency control or other restriction. If a Party is required by Law to withhold any amounts from payments, the withholding Party shall provide documentation evidencing such withholding and any remittance thereof.
Neither Party nor its Affiliates may publicly announce, reference, or disclose the existence or terms of this Agreement or the relationship contemplated hereby, including in any press release, marketing material, case study, or public-facing communication, without the prior written approval of the other Party. Requests for such approval must comply with the notice requirements set forth in Section 20.4. For purposes of this Section, email approval is sufficient if retained by the Parties as a written record.
Each Party may use the other Party’s approved Marks solely to perform the applicable SOW and only in accordance with approved brand guidelines. All usage must be approved by the owning Party unless otherwise stated in a SOW.
Without prior written approval from MarketNation, Partner, its Affiliates, channels, talent, influencers, creators, and representatives may not:
MarketNation may provide approved language, templates, disclosures, and program descriptions for Partner and Shopkeeper use. Partner shall use only MarketNation-approved language when describing +Shop Donations, +Shop Commissions, nonprofit participation, charitable disbursements, tax-deductibility, fees, timing, and related cause-related shopping claims.
Partner shall ensure that all Partner Data collected, submitted, posted, displayed, downloaded, or otherwise received from or provided by Partner or its Authorized Users by or through the MarketNation Services complies with all applicable state and federal privacy and data security laws.
MarketNation shall ensure that MarketNation Data collected, submitted, posted, displayed, downloaded, or otherwise received from or provided by a Brand, Person, Supplier, Partner, or Consumer complies with applicable state and federal privacy and data security laws. MarketNation will be responsible for ensuring that Resultant Data is compliant with applicable state and federal privacy and data security laws. More specifically, MarketNation shall ensure that all data collection and dissemination of any and all MarketNation data, in any form or medium, that is collected, submitted, posted, displayed, downloaded, or otherwise received from or provided, directly or indirectly, by a Brand, Person, or Consumer shall be compliant with the CCPA and all applicable state and federal privacy and data security laws. MarketNation will be responsible for ensuring that all Resultant Data is compliant with the CCPA and all applicable state and federal privacy and data security laws.
MarketNation has and will retain sole responsibility for: (a) information, instructions, and materials provided by or on behalf of MarketNation or any Consumer in connection with the MarketNation Services; (b) MarketNation’s +Shop and +Shop Network infrastructure, including computers, software, databases, electronic systems, and networks operated directly by MarketNation or on its behalf; and (c) the security and use of Consumer Personal Information and any Access Credentials held by MarketNation.
Partner has and will retain sole responsibility for: (a) information, instructions, and materials provided by or on behalf of Partner or any Authorized User in connection with the MarketNation Services; (b) Partner Infrastructure operated directly by or on behalf of Partner; and (c) the security and use of Partner’s and its Authorized Users’ Access Credentials.
MarketNation will be responsible for implementing measures and safeguards designed to protect Partner Data in MarketNation’s possession or control against unauthorized loss, access, or disclosure. Partner will be responsible for implementing measures and safeguards designed to protect MarketNation Data in Partner’s possession or control against unauthorized loss, access, or disclosure.
MarketNation will be responsible for ensuring that Product sale transactions processed by or on behalf of MarketNation are compliant with the Payment Card Industry Security Standard to the extent applicable to MarketNation’s role as merchant of record.
Partner grants MarketNation a non-exclusive, royalty-free license to access, use, and otherwise Process Partner Data as necessary for MarketNation to perform or provide the MarketNation Services and/or operate the +Shop Network. MarketNation may use Resultant Data in accordance with this Agreement.
MarketNation may provide Partner with Product Sales Data, web statistics, and Resultant Data attributed to Partner Marketplace transactions, as further described in an applicable SOW and subject to privacy, security, and data access limitations.
Each Party is responsible for safeguarding and ensuring the integrity of data it captures and stores.
Both Parties will not breach the California Consumer Privacy Act (“CCPA”) or other applicable data privacy laws or regulations or misuse Personal Information in any manner.
“Confidential Information” means all information disclosed by the Disclosing Party or its Representatives that is generally not publicly known, whether tangible or intangible and in whatever form or medium provided, including Personal Information, and that is: (a) marked as “Confidential” or the like; or (b) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. MarketNation Data and Partner Data are Confidential Information of MarketNation and Partner, respectively, and shall be treated confidentially under this Section 10.
Each Party may disclose Confidential Information (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with its performance under the Agreement (the “Purpose”). Receiving Party must: (a) hold in confidence and safeguard the Confidential Information of the Disclosing Party from unauthorized use, access, or disclosure using no less than a commercially reasonable degree of care; (b) not use or exploit the Confidential Information except for the Purpose; and (c) not disclose or make available such Confidential Information to any person or entity other than its Affiliates and its or their employees, consultants, and advisors (collectively, “Representatives”) who need access for the Purpose and are bound by obligations consistent with, and no less protective than, this Agreement. Receiving Party is responsible for breaches caused by its Representatives. Receiving Party must promptly report to the Disclosing Party any actual or suspected violation of this Agreement and take reasonable further steps to prevent, control, or remedy such violation. Notwithstanding anything to the contrary, either Party may disclose this Agreement and its terms to its potential and actual investors, financing sources, acquirers, legal counsel, accountants, and advisors, provided that such recipients are bound by confidentiality obligations no less protective than those set forth in this Section 10.
Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s or its Representatives’ breach of the Agreement; (b) is obtained by Receiving Party or its Representatives on a nonconfidential basis from a third party that, to Receiving Party’s knowledge, was not legally or contractually restricted from disclosing such information; or (c) Receiving Party establishes by documentary evidence was in Receiving Party’s or its Representatives’ possession before Disclosing Party’s disclosure or was independently developed without use of Disclosing Party’s Confidential Information.
A Party may seek injunctive or other equitable relief for an actual or threatened breach of this Section 10.
Nothing in this Agreement will be construed to convey any title or ownership rights:
All right, title, and interest in and to each Party’s materials, including all Intellectual Property Rights therein, are and will remain with the respective Party. With respect to Third-Party Services and Third-Party Materials, the applicable third parties own all right, title, and interest, including all Intellectual Property Rights. Partner acknowledges that, subject to the rights granted herein, Partner has no ownership interest in the MarketNation Services or Resultant Data. MarketNation acknowledges that, subject to the rights granted herein, MarketNation has no ownership interest in the Partner Services provided pursuant to any SOW, Partner Infrastructure, or Partner Data.
The trademarks, trade names, service marks, and logos, whether registered or unregistered (“Marks”), of MarketNation and Partner are the sole and exclusive property of the respective owning Party.
Each Party represents and warrants to the other Party that:
Partner represents and warrants that: (a) it owns or otherwise has and will have the necessary rights and consents in and relating to the Partner Infrastructure and any related materials provided to MarketNation; (b) Partner Infrastructure and Partner-provided materials do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, privacy rights, or other rights of any third party or violate applicable Law; (c) it has information and system security controls, processes, and procedures designed to ensure the confidentiality, integrity, and availability of MarketNation’s Confidential Information, Personal Information, Partner Services, and Partner Infrastructure as described herein; and (d) it will provide Partner Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.
MarketNation represents and warrants that: (a) it will provide the MarketNation Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (b) it owns or otherwise has and will have the necessary rights and consents in and relating to the MarketNation Materials and MarketNation Services so that they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or privacy rights of any third party; (c) the MarketNation Services and MarketNation Materials will perform materially in accordance with the Documentation under normal use and circumstances; and (d) it has information and system security controls, processes, and procedures designed to ensure the confidentiality, integrity, and availability of Partner’s Confidential Information, Personal Information, Partner Data, and any other information provided to it under this Agreement.
EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, ANY AND ALL MARKETNATION MATERIALS, CONFIDENTIAL INFORMATION, AND OTHER TECHNOLOGY, SOFTWARE, DATA, AND MATERIALS PROVIDED BY MARKETNATION OR ITS SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS ARE PROVIDED “AS IS”, “WHERE IS”, AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND. NEITHER PARTNER NOR MARKETNATION, NOR THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, OR LICENSORS, MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Notwithstanding anything to the contrary in this Agreement, any warranties are void to the extent any non-conformity is caused by: (a) changes not authorized by the responsible Party; (b) use of MarketNation Materials or Partner materials in material breach of this Agreement or applicable Documentation; or (c) any product or service not provided by the Party responsible for the applicable warranty.
Partner’s sole and exclusive remedy and MarketNation’s entire liability for breach of warranties relating to MarketNation Services will be re-performance of the deficient MarketNation Services. If MarketNation fails to re-perform, Partner may terminate the affected MarketNation Services in accordance with Section 15.
Partner shall indemnify, defend, and hold MarketNation, its licensors, and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses, including attorneys’ fees and costs, arising out of or in connection with: (a) a claim alleging that Partner Services, Partner Infrastructure, Partner Data, or Partner-provided materials infringe or misappropriate Intellectual Property Rights of a third party; (b) a claim that would constitute a violation by Partner of Partner’s representations and warranties; (c) a claim arising from breach by Partner or Partner’s Authorized Users of this Agreement; (d) a breach by Partner of the CCPA and all applicable state and federal privacy and data security laws; or © misuse by Partner of Personal Information, Partner Data, or MarketNation Data in violation of this Agreement.
MarketNation shall indemnify, defend, and hold Partner and Partner’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses, including attorneys’ fees and costs, arising out of or in connection with:
The provisions of this Section 13 state the sole, exclusive, and entire liability of the Parties, their Affiliates, and subcontractors to the other Party, and the other Party’s sole remedy, with respect to covered third-party claims and infringement or misappropriation of third-party intellectual property rights.
Each Party’s indemnification obligations are subject to the indemnified Party: (a) giving the indemnifying Party prompt written Notice of the claim; (b) giving the indemnifying Party control over the defense and settlement of such claim, provided that the indemnifying Party may not settle any claim without prior written approval from the indemnified Party if such settlement admits fault, imposes obligations, or limits rights of the indemnified Party; (c) providing reasonable cooperation in good faith in the defense of such claim; and (d) providing the indemnifying Party available information and assistance.
EXCEPT FOR LIABILITY FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR PAYMENT OBLIGATIONS, NEITHER PARTY NOR ITS REPRESENTATIVES IS LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF LEGAL OR EQUITABLE THEORY.
EXCEPT FOR LIABILITY FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR PAYMENT OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE LESSER OF: (A) THE ACTUAL DAMAGES AWARDED IN A FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION; OR (B) ONE MILLION DOLLARS ($1,000,000).
Notwithstanding anything to the contrary herein, the aggregate liability of each Party under Section 13, including any obligation to pay losses, defense costs, or settlements, shall not exceed $250,000 for all claims in the aggregate during the Term and any Renewal Term. The foregoing cap shall not apply to:
The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in full force and effect for the longer of:
This Agreement will automatically renew for successive one (1) year terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least ninety (90) days before expiration of the then-current term (each a “Renewal Term” and, collectively with the Initial Term, the “Term”).
Either Party may terminate this Agreement or any affected SOW upon thirty (30) days’ written Notice if the other Party fails to perform a material obligation under this Agreement and such failure is not cured within such thirty (30) day period.
Either Party may terminate this Agreement or any affected SOW if the other Party fails to make any properly due payment within thirty (30) days of the due date after escalation to at least two (2) executives of the non-paying Party.
After six (6) months of the Initial Term or at any time during any Renewal Term, either Party may terminate this Agreement without cause upon ninety (90) days’ written Notice to the other Party unless a SOW provides otherwise.
Either Party may terminate this Agreement without penalty and upon immediate written Notice if a petition for relief under bankruptcy or insolvency legislation is filed by or against the other Party, is threatened to be filed by or against the other Party, or the other Party makes an assignment for the benefit of creditors, or a receiver or administrator is appointed for all or a substantial part of the other Party’s assets, and such petition, assignment, or appointment is not dismissed or vacated within thirty (30) days.
Upon termination, MarketNation may continue processing existing orders, returns, refunds, chargebacks, payouts, customer support matters, tax obligations, Supplier settlements, donation or disbursement obligations, and reporting related to transactions occurring before termination.
Upon termination or expiration of this Agreement, Partner shall no longer use the MarketNation Services and Partner’s rights to MarketNation Documentation, MarketNation Confidential Information, and MarketNation Materials will cease. Partner shall immediately stop using such MarketNation Materials and shall return or destroy copies thereof, except copies retained for archival purposes. MarketNation’s rights to Partner Data, Partner Services, Partner Infrastructure, Partner Confidential Information, and Partner Marks will cease except as needed for wind-down obligations, legal compliance, audit, recordkeeping, dispute resolution, and surviving obligations. Upon termination, all undisputed amounts due from one Party to the other will become due and payable in accordance with applicable payment terms.
Subject to the liability limitations set forth in Section 14, termination will not limit either Party from pursuing other remedies available to it, including injunctive relief, nor will termination relieve either Party’s obligation to pay properly due fees that have accrued or are otherwise owed under this Agreement.
Upon expiration or termination of this Agreement for any reason, MarketNation shall, within thirty (30) days following the effective date of termination or expiration, provide Partner with a complete export of all Partner Data, Product Sales Data attributed to Partner Marketplace transactions, and any other data to which Partner is entitled under this Agreement, in a commercially standard, machine-readable format reasonably requested by Partner. MarketNation shall cooperate in good faith with Partner to facilitate the orderly transition of Partner Data and shall not delete or destroy any Partner Data until it has confirmed in writing that Partner has received and verified receipt of the exported data. The obligations of this Section 15.10 shall survive expiration or termination of this Agreement.
No subcontracting of obligations under this Agreement will release either Party from responsibility for its obligations under this Agreement. Each Party is responsible for the work and activities of its Agents and will be liable for any breach of, or act or omission under, this Agreement by any of its Agents.
During the Term and for a period of two (2) years thereafter, MarketNation shall, at its own expense, maintain and carry in full force and effect at least the following types and amounts of insurance coverage, subject to the requirements set forth in Section 17.2:
MarketNation shall ensure that all insurance policies required pursuant to Section 17.1:
Upon the written request of Partner, MarketNation shall provide Partner with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 17, and shall not do anything to invalidate such insurance. This Section 17.3 shall not be construed in any manner as waiving, restricting, or limiting the liability of either Party for any obligations imposed under this Agreement (including but not limited to, any provisions requiring a Party hereto to indemnify, defend, and hold the other harmless under this Agreement).
During the Term and for a period of two (2) years thereafter, both Parties agree to keep complete, correct, and detailed records relating to this Agreement, including expenses incurred, payments or disbursements made to third parties, Products sold, or the use of any funds or payments received in connection with performance under this Agreement or sales of Products. At either Party’s reasonable request and upon five (5) Business Days’ prior written Notice, the requesting Party and/or its authorized representatives shall have the right to inspect and audit only records reasonably necessary to verify amounts payable, no more than once per calendar year, during normal business hours, subject to confidentiality, and excluding unrelated financial, customer, supplier, security, and proprietary records. If the audit reveals that the requesting Party has overpaid or failed to receive payment for an amount greater than ten percent (10%) in any quarter, then the non-requesting Party will be responsible for the reasonable cost of the audit.
Each Party will promptly Notify the other Party of any event, occurrence, fact, or circumstance reasonably likely to give rise to:
Upon a Party’s reasonable request, the other Party shall, at its sole cost and expense, execute and deliver such further documents and instruments and take such further acts as necessary to give full effect to this Agreement.
This Agreement, including any related exhibits, schedules, attachments, appendices, and SOWs, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
Subject to the limitations and other provisions of this Agreement, any provision that, in order to give proper effect to its intent, should survive expiration or termination shall survive, including provisions relating to confidentiality, ownership, data protection, payment obligations, indemnification, limitations of liability, audit, dispute resolution, and wind-down obligations. The obligations of each Party under Section 10 (Confidentiality) shall survive expiration or termination of this Agreement for a period of three (3) years; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable Law, such obligations shall survive for so long as such information remains a trade secret.
All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement, each a “Notice,” must be in writing and sent in accordance with this Section.
Notices to +Shop must be sent to:
MarketNation, Inc.
dba +Shop
51 E Campbell Avenue, Suite 500E
Campbell, CA 95008
E-mail: legal@marketnation.com
Attention: Legal Notices
Notices to Marketplace Partner may be sent to the mailing address, email address, account contact, or other notice contact information provided by Marketplace Partner during account registration, in the Supplier Portal, Partner Portal, Marketplace Partner account, Statement of Work, order form, or other written agreement between the Parties. Marketplace Partner is responsible for keeping its account and notice contact information accurate and current.
Unless otherwise stated in this Agreement, Notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, return receipt requested and postage prepaid, or by email where email notice is expressly permitted under this Agreement. Notices sent to +Shop must include a copy by email to the address listed above.
Except as otherwise provided in this Agreement, a Notice is effective only upon receipt by the receiving Party, and only if the Party giving the Notice has complied with this Section. Email Notices are deemed received when sent, provided that the sender does not receive an automated delivery failure or similar non-delivery notice.
For ordinary operational communications, account updates, platform notifications, order notices, policy updates, support communications, and other non-legal communications, +Shop may provide notice by email, through the applicable +Shop portal, through the Partner’s account, or by posting within the +Shop platform.
The headings in this Agreement are for reference only and do not affect interpretation.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction. Such term or provision and related provisions will be interpreted to best accomplish the Parties’ intended purpose.
No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by an authorized representative of each Party.
No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of the Party waiving its right. No failure or delay in exercising any right or enforcing any condition constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition.
All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available.
Each Party acknowledges and agrees that a breach or threatened breach of obligations related to Confidential Information or proprietary rights would give rise to irreparable harm for which monetary damages would not be an adequate remedy. In such event, the non-breaching Party shall be entitled to equitable relief, including temporary restraining order, injunction, specific performance, and other relief available from a court of competent jurisdiction, without requirement to post bond or prove actual damages.
This Agreement benefits solely the Parties and their respective successors and permitted assigns. Nothing in this Agreement confers on any other Person any legal or equitable right, benefit, or remedy.
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof (each, a “Dispute”), shall be submitted for negotiation and resolution to the President of Partner, or equivalent executive, and the President of MarketNation, or equivalent executive, by written Notice from either Party to the other. Such persons shall negotiate in good faith to resolve the Dispute. If the Parties cannot resolve the Dispute within thirty (30) Business Days after delivery of the applicable Dispute Notice, either Party may file suit in a court of competent jurisdiction.
This Agreement, including all Product Order documents, exhibits, schedules, attachments, and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, are governed by and construed in accordance with the Laws of the State of Texas, United States of America, without regard to conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Each Party irrevocably and unconditionally agrees that any action, litigation, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of the State of Texas with jurisdiction over Collin County, Texas, or the United States District Court for the Eastern District of Texas. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees not to commence any action, litigation, or proceeding relating hereto except in such courts. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, litigation, or proceeding arising out of or relating to this Agreement in such courts and irrevocably and unconditionally waives and agrees not to plead or claim that any such action, litigation, or proceeding has been brought in an inconvenient forum.
Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any Product Orders, exhibits, schedules, attachments, or appendices attached to this Agreement, or the transactions contemplated hereby.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed one and the same agreement. A signed copy delivered by facsimile, email, or other electronic transmission is deemed to have the same legal effect as delivery of an original signed copy.
Any delay or failure of either Party to perform its obligations will be excused to the extent the delay or failure was caused directly by an event beyond such Party’s control, without such Party’s fault or negligence, and that by its nature could not have been foreseen or, if it could have been foreseen, was unavoidable, including natural disasters, pandemics, embargoes, explosions, riots, wars, acts of terrorism, labor disruptions, supply chain disruptions, payment processor outages, shipping carrier disruptions, platform outages, or government actions (each, a “Force Majeure Event”).
The Parties are independent contractors and nothing in this Agreement shall be deemed or construed as creating a joint venture, employment, partnership, agency relationship, business opportunity, or franchise between Partner and MarketNation. Neither Party will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party. If any provision is deemed to create a franchise or business opportunity relationship, the Parties shall negotiate in good faith to modify this Agreement to effect the Parties’ original intent as closely as possible.
Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may, without the consent of the other Party, assign this Agreement in its entirety to: (a) an Affiliate of such Party; or (b) a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of such Party’s assets, provided that the assignee assumes in writing all obligations of the assigning Party under this Agreement. Any purported assignment in violation of this Section is void. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns.
This Agreement is accepted electronically. By creating an account, clicking to accept this Agreement, accessing the +Shop platform, submitting information through the platform, participating in a +Shop program, or otherwise using any +Shop services, Marketplace Partner acknowledges and agrees that it has read, understands, and agrees to be bound by this Agreement.
Marketplace Partner agrees that its electronic acceptance of this Agreement has the same legal effect as a manually signed original signature. No physical, handwritten, or separate signature is required for this Agreement to be valid, binding, or enforceable.
If the individual accepting this Agreement does so on behalf of a company, organization, or other legal entity, that individual represents and warrants that they have authority to bind that entity to this Agreement.
"+Shop" means a singular e-commerce storefront where Consumers can purchase Products and through which Products are offered to Consumers for sale. A Shopkeeper can add a +Shop to its website, put a +Shop link in its social channels and/or reference it in its emails. The "+" is meant to indicate that it can be added to something else and is a part of MarketNation's distributed marketplace where MarketNation serves as the retailer in every transaction. A +Shop can be found in multiple locations across the Internet. All +Shops can be found at www.shopwithpurpose.com.
"+Shop Catalog" means all Products available for purchase in +Shop and across the +Shop Network.
"+Shop Commission" means a commission-based earning payable to a for-profit +Shop Fiduciary Organization or Shopkeeper, as applicable, for eligible purchases made in +Shop, net of returns and subject to payout setup, timing, and other requirements set forth in this Agreement or an applicable SOW.
"+Shop Donation" means an amount designated by MarketNation to benefit an eligible nonprofit organization designated by a Shopper or Shopkeeper in connection with cause-related shopper purchases in +Shop and/or optional Shopper cash donations, subject to applicable nonprofit eligibility, donor-advised fund processing, payout setup, timing, returns, refunds, chargebacks, and donation program requirements.
"+Shop Fiduciary Organization" means the organization benefiting from a +Shop purchase. It is the organization that a Shopkeeper designates as part of the +Shop setup. The Shopkeeper's designated fiduciary organization can either be a for-profit organization or a nonprofit organization eligible to earn either a +Shop Commission or a +Shop Donation, respectively.
"+Shop Merch" means Products that are sourced by a Shopkeeper Supplier and are considered a House Product of the Shopkeeper.
"+Shop Network" means a plurality of +Shops. Taken together, the complete +Shop Network represents the totality of MarketNation's distributed marketplace platform. As a +Shop Network subset, a Partner can create its own +Shop Network, which may be referred to as the Partner Marketplace.
"+Shop Shopkeeper" or "Shopkeeper" means an organization, creator, influencer, Brand, and/or nonprofit that is authorized to operate and promote branded and customizable +Shop storefronts connected through a unified marketplace infrastructure that extends across the +Shop Network.
"+Shop Shopkeeper Merch" or "Shopkeeper Merch" means Products sourced by Shopkeepers themselves, whether or not such Shopkeepers are part of the Partner Network. Shopkeeper Merch is different from Partner Merch in that Partner Merch is always sourced from the Partner Network and treated with the same rules as House Products.
"+Shop Shopkeeper Supplier" or "Shopkeeper Supplier" means a Supplier of Products sourced by a Shopkeeper where the Wholesale Price of the Supplier's product sold to MarketNation for resale has been pre-negotiated by the Shopkeeper. The Supplier could be the Shopkeeper themselves or a Supplier that the Shopkeeper uses.
"+Shop Shopper" or "Shopper" means Consumer, a potential end user of a Product, site visitor to a Marketplace and/or a final purchaser that acquired a Product in a +Shop for personal use and not for resale.
"Access Credentials" means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual's identity and authorization to access and use the MarketNation and/or Partner Services.
"Affiliate" means any Person who directly or indirectly controls or is controlled by or is under common control with a Party. For purposes of this definition, "control" or "controlled" shall mean ownership directly or through one or more Affiliates, of more than fifty percent (50%) of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or more than fifty percent (50%) of the equity interests in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby a Party controls or has the right to control the Board of Directors or equivalent governing body of a corporation or other entity, or the ability to cause the direction of the management or policies of a corporation or other entity.
"Agent(s)" means the agents, subcontractors, and representatives of a Party and includes Affiliates to which any of the MarketNation and/or Partner Services are subcontracted to by a Party under the Agreement.
"Agreement" has the meaning set forth in the preamble.
"Authorized User" means the employees, consultants, contractors, and Agents who are authorized by a Party to access and use the MarketNation and/or Partner Services of the other Party under the rights granted to the Party receiving the services pursuant to this Agreement.
"Brand" means an OEM manufacturer of Products and that supplies Products to a Supplier, and/or is the Supplier itself, providing said Products and/or said Services to MarketNation for resale as part of the MarketNation Services.
"Business Hours" means Monday through Friday, from 8:00am to 5:00pm in the applicable time zone for which it pertains, except for the U.S. Bank Holidays.
"CCPA" means the California Consumer Privacy Act.
"Confidential Information" has the meaning set forth in Section 10.1.
"Consumer(s)" means a potential end user of a Product, site visitor to a Marketplace and/or a final purchaser that acquired a Product in a +Shop for personal use and not for resale.
"Consumer Protection Laws" means all applicable federal, state, and local laws, regulations, and rules designed to protect consumers in connection with the sale, advertising, marketing, or distribution of goods and services, including the Federal Trade Commission Act, the Telephone Consumer Protection Act (TCPA), applicable state consumer protection and deceptive trade practices statutes, and any regulations promulgated thereunder.
"Defective" means not conforming to the Product Warranties.
"Disclosing Party" has the meaning set forth in Section 10.2.
"Documentation" means any manuals, instructions, or other documents or materials that a Party provides or makes available to the other Party in any form or medium and which describe the functionality, components, features, or requirements of the MarketNation and/or Partner Services or a Party's Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
"DR Product(s)" or "Direct Response Products" means Product(s) promoted by the Partner Network or other entity, and made available for purchase in the Partner Marketplace. DR Product(s) may be sourced from a MarketNation Supplier, Partner Supplier, and/or Shopkeeper Supplier.
"Effective Date" has the meaning set forth in the preamble.
"Fees" means fees, earnings, commissions, donations, payouts, remittances, charges, and other payment obligations set forth in this Agreement or an applicable SOW.
"Force Majeure Event" has the meaning set forth in Section 20.17.
"House Products" means Product(s) that have been added to the +Shop Catalog and that are sourced from a Partner Supplier or a Shopkeeper Supplier.
"Initial Term" has the meaning set forth in Section 15.1.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
"MarketNation Data" means information, data, Resultant Data, Personal Information, and other content, excluding Partner Data, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from MarketNation by or through the MarketNation Services or that incorporates or is derived from the Processing of such information, data, or content by or through the MarketNation Services.
"MarketNation Infrastructure" means the information technology infrastructure used by or on behalf of MarketNation in performing the MarketNation Services, including all computers, software, hardware, databases, electronic systems, and networks, whether operated directly by MarketNation or through the use of third-party services.
"MarketNation Materials" means the MarketNation Services, Specifications, Documentation, MarketNation Infrastructure, and any and all other information, data, documents, materials, works, content, devices, methods, processes, hardware, software, technologies, and inventions, including deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided by or on behalf of MarketNation in connection with the MarketNation Services or otherwise comprise or relate to the MarketNation Services. For the avoidance of doubt, MarketNation Materials include Resultant Data and information derived from MarketNation's monitoring of Partner's access to or use of the MarketNation Services, but do not include Partner Data.
"MarketNation Services" means any and all services, functions, and responsibilities, as they may evolve during the Term, to be performed by MarketNation under the Agreement, including as set forth in Schedules, Statements of Work, exhibits, and attachments.
"MarketNation Supplier" means a Supplier sourced by MarketNation as part of its normal curation process for reselling Products in +Shop and across the +Shop Network.
"MarketNation Supplier Products" means all Products sourced from MarketNation Suppliers.
"Marketplace Services" means +Shop storefront management, integrating the MarketNation +Shop into the Partner Marketplace, site merchandising, inventory, customer support, shipping & returns, payments and payouts, all vendor reconciliations, tax, and reporting.
"Non-Business Hours" means any hours that are not Business Hours.
"Partner Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Partner or a Partner Authorized User by or through the MarketNation Services or that incorporates or is derived from the Processing of such information, data, or content by or through the MarketNation Services. For the avoidance of doubt, Partner Data does not include Resultant Data or other information reflecting access to or use of the MarketNation Services by or on behalf of Partner or any Authorized User.
"Partner Earnings" means the earnings payable to Partner for eligible sales transacted in both for-profit and nonprofit uses of a Partner Marketplace +Shop, derived from Partner House Products, Partner Merch, and non-House Products as further described in an applicable SOW.
"Partner Infrastructure" means Partner's information technology infrastructure, including computers, software, hardware, databases, electronic systems, and networks, whether operated directly by Partner or through the use of third-party services.
"Partner Marketplace" means a Partner's selection of +Shops that make up the Partner's +Shop Network and is part of a Partner-branded private-labeled marketplace utilizing MarketNation's Marketplace Services.
"Partner Merch" means Products that are sourced by a Shopkeeper Supplier but are considered a House Product of the Partner. This is different from Shopkeeper Merch which is normally sourced by a Shopkeeper Supplier and not considered a House Product of the Partner.
"Partner Network" means those entities, channels, properties, organizations, programming, or distribution platforms that Partner owns, operates, controls, licenses, or otherwise has the right to use in connection with the applicable SOW.
"Partner Services" means services provided by Partner under this Agreement, as may be further described in a SOW.
"Partner Supplier" means a Supplier sourced by Partner through an introduction to MarketNation where the Wholesale Price of the Supplier's product sold to MarketNation for resale has been pre-negotiated by Partner. The Supplier could be the Partner themselves or a Supplier that the Partner uses.
"Partner Supplier Products" means all Products sourced from a Partner Supplier.
"Person" means and includes an individual, partnership, joint venture, limited liability company, a corporation, a firm, a trust, an unincorporated organization and a government or other department or agency thereof.
"Personal Information" means information that a Consumer provides to MarketNation or to which MarketNation provides access to Partner, or information which MarketNation creates or obtains on behalf of a Consumer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual; or (ii) can be used to authenticate an individual. Business contact information is not by itself Personal Information.
"Process" means to take any action or perform any operation or set of operations that the MarketNation Services and/or Partner Services can take or perform on any data, information, or other content. "Processing" and "Processed" have correlative meanings.
"Product" means any tangible good or digital item available for sale or license, ranging from physical goods to digital content and services, as may be further described in a SOW.
"Product Data" means the information provided by Supplier, Brand, or a third party to MarketNation about each Product to be displayed to Consumers in +Shop, a Partner Marketplace, Brand Marketplace, Centralized Marketplace, or the +Shop Network. Product Data does not include Personal Information.
"Product Order" means the purchase of a Product placed by a Consumer ("Customer") in +Shop.
"Product Sales Data" means purchase data of Product sale transactions to Consumers occurring in the Partner Marketplace, +Shop, or +Shop Network as applicable.
"Product Warranties" means warranties, if any, provided by the applicable OEM manufacturer, Brand, Supplier, or service provider for a Product.
"Purpose" has the meaning set forth in Section 10.2.
"Receiving Party" has the meaning set forth in Section 10.2.
"Renewal Term" has the meaning set forth in Section 15.2.
"Representatives" has the meaning set forth in Section 10.2.
"Resultant Data" means data and information related to Partner's use of the MarketNation Services that is Processed under this Agreement and used by MarketNation in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the MarketNation Services.
"Return Period" means the period during which a Customer may return a Product as set forth in Section 3.2(i) of Schedule 3.2 (generally thirty (30) calendar days from receipt, subject to Product Detail Page and any applicable exceptions).
"Returns & Payment Processing Fee" means the amount that MarketNation may retain from the Consumer as part of the Restocking Fee, and consists of five percent (5%) of the Sales Price on the Product Order, which consists of: (i) a payment processing fee of three percent (3%); and (ii) a returns processing fee of two percent (2%).
"Sales Price" means, with respect to any Product, the price paid by a Consumer for the purchase or license of such Product, including estimated shipping costs where applicable, and before any sales or use tax is applied.
"Security Incident" has the meaning set forth in Section 9.11.
"Service(s)" means those services to be purchased and used by Consumers in the United States provided by a Supplier to MarketNation for resale through +Shop, as may be revised from time to time.
"Specifications" means the specifications for the MarketNation Services.
"Subcontractors" means those third parties that have access to Confidential Information, Partner Data, and/or Personal Information.
"Supplier" means any entity that sells Products at a Wholesale Price to MarketNation for the purpose of MarketNation reselling such Products to Consumers in +Shop and across the +Shop Network.
"Supplier Products" means Products coming from a Supplier that are sold to MarketNation at a Wholesale Price for the purpose of being resold in +Shop.
"Term" has the meaning set forth in Section 15.2.
"Territory" means the United States.
"Third-Party Services" means services required for, integrated with, or used in connection with MarketNation Services but not owned by MarketNation, including payment processors, shipping carriers, donor-advised fund partners, tax services, content service providers, hosting providers, and similar third-party providers.
"U.S. Bank Holidays" means all U.S. federal holidays as determined by the U.S. Federal Reserve Bank.
"Wholesale Price" means the price paid to Supplier by MarketNation for Products at wholesale in order to be resold in +Shop.
Additional information available by contacting us at legal@plus.shop or by writing to:
MarketNation, Inc. D/B/A +Shop
Attn: Supplier Program
51 E Campbell Avenue
Suite 500ECampbell CA 95008