Last updated: November 4, 2022

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the www.zendrop.com website (the “Service”) operated by Consumer Products Innovations (“us”, “we”, “Zendrop”, or “our”).

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.

Product Images and Characteristics
Vendor agrees to provide Zendrop with three or more high quality images of each Product selected solely by Zendrop for use on the Zendrop Website and in Zendrop marketing materials. Vendor represents and warrants that (i) it has the right to give Zendrop any such images for use and (ii) Zendrop has the right to use such images in accordance with the terms of this Agreement. Vendor represents and warrants that each Product offered to be sold on the Site is not (a) an illegal product of any kind as determined in all relevant jurisdictions, (b) a weapon or firearm, (c) a product related to smoking tobacco, cannabis or drugs of any kind or (d) a product which in any way violates Stripe’s terms of service agreement located at https://stripe.com/legal/ssa.

Marketing
Zendrop may market and advertise Product supplied by Vendor on the Site, in print materials, available e-media and/or through any other marketing and advertising channel as Zendrop deems appropriate; provided, however, that the Vendor may determine within certain parameters provided solely by Zendrop which platforms the Vendor’s product will be sold hereunder (the “Platform Choice”).. Zendrop shall not be obligated to include any Products on the Site. Zendrop shall determine in its sole discretion the placement of any product Vendor proposes to sell on the Site (a “Product”) subject to the Platform Choice by the Vendor. Zendrop shall have the right to approve any description of the Product proposed by Vendor. To the extent that there are any advertising claims contained in any materials provided by Vendor regarding any Product, Vendor represents and warrants that all such claims are true, correct and complete, and that Vendor has substantiation for such claims. Vendor shall provide proper substantiation immediately upon request. Zendrop reserves the right to cease marketing any Product and/or to remove any Product from the Site at any time without notice.

Pricing
Vendor acknowledges and agrees that Zendrop has the authority to set the retail selling price of Product selected hereunder (the “Retail Price”), and has the right, in its sole and absolute discretion, to raise or lower such retail selling price at any time during the term of this Agreement subject to any MAP established for such Product by the Vendor (if any). Vendor may sell the Products at any price, subject to the minimum advertised price determined by the Vendor (“MAP ”). In order to promote the development of a market for the Product while protecting and maintaining the image and integrity of the Product, Zendrop agrees to comply with the MAP policy in the event the Vendor requires a MAP. The MAP is determined solely by the Vendor, provided, however, that Zendrop may decline to list, promote or include such Product at Zendrop’s sole discretion.

Product Packaging and Labeling
All packaging must meet at least the minimum packaging standards of Zendrop, as communicated to Vendor by Zendrop, and is subject to Zendrop’s written approval. Once packaging has been approved by Zendrop, there shall not be any changes in packaging without Zendrop’s written consent. Vendor represents and warrants that each sale of Product on the Site will be fulfilled by Vendor (i.e. shipped by the Vendor) in no less than three (3) calendar days, unless a different time frame is otherwise agreed upon.

Payment Terms
Vendor authorizes Zendrop to satisfy its payment obligations hereunder by Automated Clearing House (“ACH”), wire transfer, or similar electronic payment method as determined solely by Zendrop. Any and all payments by Zendrop to Vendor will be disbursed no less than seven (7) days after a tracking number for the sale of a Product is provided by Vendor to Zendrop (the “Holding Period”). The Holding Period is in order to verify legitimacy of shipments made by Vendor. Zendrop will endeavor to, but does not commit to, paying any Vendor selling a Product in a given week (i.e. Sunday to Saturday) by the Friday of the week following the week in which the sale was made. Vendor agrees that any customer purchasing a product from Zendrop or hereunder of a Product from the Vendor will have a thirty (30) day time period after the date of such e-commerce sale to return the Product for a full refund by Vendor.

Vendor agrees to pay Zendrop a minimum of ten percent (10%) processing fee (as a percentage of the Retail Price for each unit or item sold) for any and all Vendor payouts unless Vendor and Zendrop formally agree to an alternative processing fee in writing. Vendor shall bear fees and other charges assessed by designated banks and any third-party service provider(s) (each, a “Third Party ACH Service Provider”).

Sales Taxes
The price Vendor charges to Zendrop for any Products purchased from Vendor by Zendrop shall include all applicable federal, state and local taxes in effect on the date of such purchase; provided, however, that no sales, use, gross receipts or similar indirect taxes imposed by any tax authority shall be included in the price of any products purchased hereunder for intended resale. Zendrop will be responsible for collecting and/or remitting U.S., state and local sales and use taxes on sales of Products to customers in those jurisdictions where Zendrop has determined that it is required to do so under applicable law (“Zendrop Sales and Use Taxes”).

Customer Service
Any customer inquiries received by Vendor shall be forwarded immediately to Zendrop via electronic mail at [email protected]. Vendor shall not contact any customer of Zendrop (i.e. purchasing customer hereunder) directly unless expressly asked to do so in writing by Zendrop. Vendor shall provide primary and secondary personnel to assist Zendrop with customer service-related issues as requested from time to time.

Warranty of Authority and Authenticity
Vendor hereby represents and warrants that all Products supplied by Vendor bearing brand markings and/or protected intellectual properties are authentic, sourced from legitimate and authorized channels, and are not counterfeit or otherwise unauthorized. Vendor further represents and warrants that it has full legal authority and all rights, licenses, consents, and permissions necessary for the sale and resale of all Products supplied by Vendor. Vendor shall provide Zendrop with copies of any and all agreements, contracts, licenses, or other documentation which demonstrates Vendor's right and authorization to sell the Products for resale, including but not limited to agreements with manufacturers, distributors, and any other relevant parties involved in the supply chain of the Products.

Indemnification
Vendor agrees to indemnify and hold harmless Zendrop and its subsidiaries, affiliates, officers, directors, employees and shareholders (“Zendrop Indemnitee”) from and against all claims, liability, loss, cost and expense (including injury or damage to person or property, reasonable attorney fees and expert witness fees) (“Claims”) incurred or sustained by Zendrop Indemnitee or a third party as a result of: (i) any breach by Vendor of the representations, warranties or other terms and conditions set forth in this purchase order or agreement; (ii) any injury sustained by an employee of Vendor or one of its contractors or agents while on a Zendrop site or using the Zendrop site; (iii) any act or omission by Vendor or its contractors or agents or any of their employees including, without limitation, in delivery of the product or services; (iv) any Claim by a third party that the products or the services of Vendor infringe a patent, trademark, trade dress, trade secret or other intellectual property right of a third party; (v) any failure of the Vendor to timely deliver its Product and/or timely perform its services; (vi) any seizure, detention or destruction of products by or as requested by a governmental authority; and (vi) any property damage and/or personal injury arising from the handling or use of the Product by the customer or anyone else in contact with the Product.

You shall indemnify and hold Zendrop Indemnitee harmless from any and all losses, damages, liabilities, costs, and expenses (including, reasonable attorneys’ fees) arising from: a claim brought by any third party that Zendrop manufacturing or supply of the Product infringes any patent, utility model, design, copyright, trademark or other intellectual property rights of such third party, or a claim brought by any third party against Zendrop Indemnitee for any loss, damage, cost, expense or liability arising from defects in the Product.

Limitation of Liability
In no event shall Zendrop, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from any course of action by Vendor with Zendrop.

Entire Agreement
The failure of us to exercise or enforce any right or provision of these terms of this Vendor Direct to Customer Agreement shall not constitute a waiver of such right or provision.

These terms and any policies or operating rules posted by us on this site constitute the entire agreement and understanding between you and us and govern your use of the Agreement, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Vendor Direct to Customer Agreement).