General Terms
Services Business Solutions Agreement
General Terms
Welcome to PASHATV pashatv.com and Marzzotti,LLC, a suite of optional merchant services including the PASHATV pashatv.com and Marzzotti,LLC.
BY REGISTERING FOR OR USING THE SERVICE(S), YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY IN THE COUNTRY IN WHICH YOU REGISTER (“YOUR ELECTED COUNTRY”) FOR EACH SERVICE FOR WHICH YOU REGISTER.
As used in this Agreement, "we," "us," and "PashaTV Pashatv.com Marzzotti, LLC" means the PashaTV Pashatv.com Marzzotti, LLC Contracting Party or any of its affiliates, and "you" means the applicant (if registering as an individual), or the business employing the applicant (if registering as a business). Capitalized terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.
1. Enrollment.
To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law (for example, minors are not allowed to use the Services). As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address. We may at any time cease providing the Services at our sole discretion and without notice.
2. Service Fee Payments.
Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. To use a Service, you must provide us with valid credit card information from a credit card issued to you by a bank within Your Elected Country or a United States bank ("Your Credit Card") as well as valid bank account information for a bank account in your name that is located within Your Elected Country ("Your Bank Account"). You will use only a name you are authorized to use in connection with the Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You authorize us (and will provide us additional documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from your credit card issuer, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At PashaTV Pashatv.com Marzzotti, LLC's option, all payments to you will be remitted to Your Bank Account or through an Automated Clearing House ("ACH") or similar system. For any amounts you owe us, we may (a) charge Your Credit Card, (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, (c) invoice you for amounts due to us under this Agreement, in which case you will pay the invoiced amounts upon receipt, (d) reverse any credits to Your Bank Account, or (e) seek such payment or reimbursement from you by any other lawful means. All amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means.
If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in customer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) days following the initial date of suspension; or (b) completion of any investigation(s) regarding any Seller actions and/or performance in connection with the Agreement.
As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because the PashaTV Pashatv.com Marzzotti, LLC Site or the Services are unavailable following the commencement of a transaction.
3. Term and Termination.
The term of this Agreement will start on the date of your completed registration for the Service(s) and continue until terminated by us or you as provided below (the "Term"). We may terminate or suspend this Agreement or any Service immediately by notice to you for any reason at any time. You may terminate this Agreement or any Service or the Promotion Site for any reason at any time by the means then specified by PashaTV Pashatv.com Marzzotti, LLC therefor; provided, that you may not terminate the WebStore by PashaTV Pashatv.com Marzzotti, LLC Service for a period of ninety (90) days following the date of your registration. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16 and 18 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
4. License.
You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our affiliates and operators of PashaTV Pashatv.com Marzzotti, LLC Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the PashaTV Pashatv.com Marzzotti, LLC Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).
5. Representations.
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of Your Elected Country or the United States; (b) your principal place of business (or, if you are registering as an individual, your primary place of residence) is located within Your Elected Country or the United States and you will not conduct any operations relating to this Agreement from outside Your Elected Country or the United States; (c) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (d) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
6. Indemnification.
You release us and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfillment (except with respect to those of Your Products that are fulfilled using the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service, if any), refund, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
7. Disclaimer & General Release.
a. THE PASHATV PASHATV.COM MARZZOTTI, LLC SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A SELLER, YOU USE THE PASHATV PASHATV.COM MARZZOTTI, LLC SITE AND THE SERVICES AND SELLER CENTRAL AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PASHATV PASHATV.COM MARZZOTTI, LLC SITE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.
b. BECAUSE PASHATV PASHATV.COM MARZZOTTI, LLC IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE PASHATV PASHATV.COM MARZZOTTI, LLC (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
8. Limitation of Liability.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF PASHATV PASHATV.COM MARZZOTTI, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO PASHATV PASHATV.COM MARZZOTTI, LLC IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
9. Insurance.
If the Sales Proceeds from Your Transactions through either the WebStore by PashaTV Pashatv.com Marzzotti, LLC Service or the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service exceed ten thousand United States dollars ($10,000) per month in any three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term commercial general, umbrella and/or excess liability insurance with limits of at least $1 million per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming PashaTV Pashatv.com Marzzotti, LLC and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to the following address: c/o PashaTV Pashatv.com Marzzotti, LLC, P.O. Box 81226, Seattle, WA 98108-1226, Attention: Risk Management.
10. Tax Matters.
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes. Any and all fees payable by you pursuant to this Agreement are exclusive of all sales, use and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. Except as otherwise provided in this Agreement, you agree that PashaTV Pashatv.com Marzzotti, LLC is not obligated to determine whether taxes apply, and PashaTV Pashatv.com Marzzotti, LLC is not responsible to collect, report or remit any taxes arising from any transaction. However, if a taxing authority requires us to pay any of Your Taxes, you will promptly reimburse us for the amounts paid. If the product is shipped from outside Your Elected Country, the recipient of the product may be required to pay, upon delivery, an amount related to assessed sales, goods and services, use, excise, import, value added or other taxes or duties. Such taxes or duties, if any, are in addition to the Sales Proceeds collected by PashaTV Pashatv.com Marzzotti, LLC.
11. Confidentiality.
During the course of your use of the Services, you may receive information relating to us or to the Services including, but not limited to PashaTV Pashatv.com Marzzotti, LLC Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain PashaTV Pashatv.com Marzzotti, LLC's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party, and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
12. Force Majeure.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
13. Relationship of Parties.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of PashaTV Pashatv.com Marzzotti, LLC, you, and relying customers or sellers.
14. Use of PashaTV Pashatv.com Marzzotti, LLC Transaction Information.
You will not, and will cause your affiliates not to, directly or indirectly: (a) disclose or convey any PashaTV Pashatv.com Marzzotti, LLC Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any PashaTV Pashatv.com Marzzotti, LLC Transaction Information for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Person to make an alternative purchase; (d) disparage us, our affiliates, or any of their or our respective products or services; or (e) target communications of any kind on the basis of the intended recipient being an PashaTV Pashatv.com Marzzotti, LLC Site user. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to PashaTV Pashatv.com Marzzotti, LLC Transaction Information for any purpose, even if such information is identical to PashaTV Pashatv.com Marzzotti, LLC Transaction Information, provided that you do not target communications on the basis of the intended recipient being an PashaTV Pashatv.com Marzzotti, LLC Site user.
15. Suggestions and Other Information.
If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the PashaTV Pashatv.com Marzzotti, LLC Site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
16. Modification.
We may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Program Policies) at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on Seller Central or on the PashaTV Pashatv.com Marzzotti, LLC Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 days. Changes to Program Policies may be made without notice to you. You should refer regularly to Seller Central to understand the current Agreement and Program Policies and to be sure that the items you offer for sale can be sold via the Service. YOUR CONTINUED USE OF A SERVICE AFTER PASHATV PASHATV.COM MARZZOTTI, LLC'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT AS PROVIDED ABOVE.
17. Password Security.
Any password we provide to you may be used only during the Term to access Seller Central (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
18. Miscellaneous.
This Agreement will be governed by the laws of the State of Washington, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with PashaTV Pashatv.com Marzzotti, LLC or its affiliates relating in any way to this Agreement or your use of the Services in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 (United States Dollars) shall be adjudicated in any state or federal court in King County, Washington, and you consent to exclusive jurisdiction and venue in such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
PashaTV Pashatv.com Marzzotti, LLC retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.
Because PashaTV Pashatv.com Marzzotti, LLC is not the agent of either you or the customer for any purpose, PashaTV Pashatv.com Marzzotti, LLC will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.
We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your program application or within Seller Central, or by any other means then specified by PashaTV Pashatv.com Marzzotti, LLC. You may change your e-mail addresses by logging in to your account and clicking on "Change Account Info." You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate. You must send all notices and other communications relating to PashaTV Pashatv.com Marzzotti, LLC to our Merchant Services Team by using the Contact Us form.
This Agreement incorporates and you hereby accept the applicable Service Terms and the applicable Program Policies, which PashaTV Pashatv.com Marzzotti, LLC may modify from time to time. In the event of any conflicts between the Program Policies and this Agreement, the Program Policies will prevail. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. It is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English. (The following is a French translation of the preceding sentence: Il est de la volunté expresse des parties que le présent contact et/ou tous les documents qui s’y rattachent soient rédigés dans Anglais.) This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
Definitions
As used in this Agreement, the following terms have the following meanings:
"PashaTV Pashatv.com Marzzotti, LLC Associated Properties" means any website or other online point of presence, other than the PashaTV Pashatv.com Marzzotti, LLC Site, through which the PashaTV Pashatv.com Marzzotti, LLC Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described.
"PashaTV Pashatv.com Marzzotti, LLC Contracting Party" means the applicable one of the following:
- PashaTV Pashatv.com Marzzotti, LLC Services LLC (if Your Elected Country is the United States)
- PashaTV Pashatv.com Marzzotti, LLC Services International, Inc (if Your Elected Country is Canada).
"PashaTV Pashatv.com Marzzotti, LLC Site" means that website, the primary home page of which is identified by the applicable one of the following (and any successor or replacement of such website(s)):
- the URL www.PashaTV Pashatv.com Marzzotti, LLC.com and any Promotion Site that we make available from time to time (if Your Elected Country is the United States),
- the URL www.PashaTV Pashatv.com Marzzotti, LLC.ca (if Your Elected Country is Canada).
"PashaTV Pashatv.com Marzzotti, LLC Transaction Information" means, collectively, Order Information, and any other data or information acquired by you or your affiliates from PashaTV Pashatv.com Marzzotti, LLC or its affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties' performance hereunder.
"BMVD Product" means any book, magazine or other publication, sound recording, video recording, and/or other media product in any format, including any subscription therefor.
"Content" means copyrightable works under applicable Law.
"Excluded Products" means: (a) alcoholic beverages; (b) cigars, cigarettes, or other tobacco products; (c) guns intended to provide lethal force (and related gun parts, kits and ammunition), mace, black powder and other explosives; (d) any drug, vitamin, herbal product or similar substance that must be sold by a licensed pharmacist or that requires a doctor's or other health care provider's prescription as a prerequisite for purchase; (e) any product that contains ingredients regulated under applicable Law; (f) BMVD Products; (g) 'sex and sensuality' products; (h) loose gemstone products; (i) any jewelry (including watch) product for which you either are not an "authorized reseller" (as designated by the product's manufacturer or distributor), or do not provide to customers the manufacturer's standard warranty therefor; (j) products containing human growth hormone; and (k) any other types of products that in our discretion are not supported for sale through PashaTV Pashatv.com Marzzotti, LLC Services Business Solutions (including any prohibited items listed in the "Policies and Agreements" section of Seller Central); provided that an Excluded Product will cease to be an Excluded Product when we inform you so.
"Intellectual Property Right" means any patent, copyright, Trademark, moral right or trade secret right and any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority (e.g. on a federal, state, or provincial level, as applicable) of competent jurisdiction.
"Local currency" means the applicable one of the following:
- U.S. Dollars (if Your Elected Country is the United States)
- Canadian Dollars (if Your Elected Country is Canada).
"Order Information" means, with respect to any of Your Products sold through the PashaTV Pashatv.com Marzzotti, LLC Site or WebStore, the following information: the name of the customer, customer email address, the name of the recipient, the shipping address, the quantity to be shipped, and any special comments included by PashaTV Pashatv.com Marzzotti, LLC in its discretion.
"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
"Program Policies" means all terms, conditions, policies, guidelines, rules and other information on the PashaTV Pashatv.com Marzzotti, LLC Site or on Seller Central, including those shown on the "Policies and Agreements" section of Seller Central or elsewhere in the "Help" section of Seller Central (and, for purposes of the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service, specifically including the FBA Guidelines).
"Promotion Site" means that ecommerce website, the primary home page of which is identified by the URL www.sellername.PashaTV Pashatv.com Marzzotti, LLCwebstore.com, in which "sellername" is a name representing you that we elect to include in such URL.
"Sales Proceeds"means the gross sales proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges with respect thereto, but excluding any taxes separately stated and charged.
"Seller Central" means the online portal and tools made available by PashaTV Pashatv.com Marzzotti, LLC to you, for your use in managing your orders, inventory and presence on the PashaTV Pashatv.com Marzzotti, LLC Site.
"Service" means each of: the following services that PashaTV Pashatv.com Marzzotti, LLC makes available in Your Elected Country: the Selling on PashaTV Pashatv.com Marzzotti, LLC Service; the WebStore by PashaTV Pashatv.com Marzzotti, LLC Service; and the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service.
"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service and any subsequent modifications we are permitted to make to those terms.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
"Trademark"means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under any Laws.
"WebStore" has the meaning described in the WebStore by PashaTV Pashatv.com Marzzotti, LLC Service Terms.
"Your Elected Country" means each country in which you have registered for or are using the Service(s).
"Your Materials" means all Technology, Your Trademarks, Content, Product information, data, materials, and other items provided or made available by you or your affiliates to PashaTV Pashatv.com Marzzotti, LLC or its affiliates.
"Your Product" means any product that is made available for listing for sale, offered for sale, or sold by you through the WebStore by PashaTV Pashatv.com Marzzotti, LLC Service or the Selling on PashaTV Pashatv.com Marzzotti, LLC Service, and/or fulfilled or otherwise processed through the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service.
"Your Sales Channels" means any website operated by or on behalf of you (other than the WebStore) that is primarily branded the same as any 'storefront' on the PashaTV Pashatv.com Marzzotti, LLC Site or the WebStore featuring Your Products and any successor or replacement of any of the foregoing.
"Your Taxes" means any and all sales, goods and services, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the PashaTV Pashatv.com Marzzotti, LLC Services Business Solutions, or otherwise in connection with any action, inaction or omission of you or its affiliates or their respective employees, agents, contractors or representatives. Also, as it is used in the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on PashaTV Pashatv.com Marzzotti, LLC or any of its affiliates in connection with or as a result of the (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by PashaTV Pashatv.com Marzzotti, LLC; or (b) the fulfillment, shipping, gift wrapping or other actions by PashaTV Pashatv.com Marzzotti, LLC to Your Products pursuant to the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
"Your Transaction" means any sale of Your Product(s) through the PashaTV Pashatv.com Marzzotti, LLC Site or any WebStore.
Selling on PashaTV Pashatv.com Marzzotti, LLC Service Terms
The Selling on PashaTV Pashatv.com Marzzotti, LLC program ("Selling on PashaTV Pashatv.com Marzzotti, LLC") is a service that allows you to list products for sale directly on the PashaTV Pashatv.com Marzzotti, LLC Site (which, if Your Elected Country is the United States, includes a Promotion Site that we may make available from time to time during the Term and on which certain of Your Products may be listed for sale).
These Selling on PashaTV Pashatv.com Marzzotti, LLC Service Terms are part of the PashaTV Pashatv.com Marzzotti, LLC Business Solutions Agreement ("Business Solutions Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on PashaTV Pashatv.com Marzzotti, LLC. BY REGISTERING FOR OR USING SELLING ON PASHATV PASHATV.COM MARZZOTTI, LLC, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE SELLING ON PASHATV PASHATV.COM MARZZOTTI, LLC SERVICE TERMS. NOTWITHSTANDING THE PREVIOUS SENTENCE, IF YOU HAVE ENTERED INTO A SEPARATE AGREEMENT THAT PERMITS YOU TO OFFER YOUR PRODUCTS ON A NON-CONSIGNMENT BASIS FOR PURCHASE THROUGH THE PASHATV PASHATV.COM MARZZOTTI, LLC SITE CHECKOUT PROCESS (E.G., A MERCHANTS@ PASHATV PASHATV.COM MARZZOTTI, LLC.COM PROGRAM AGREEMENT OR ANY PREDECESSOR OF THAT AGREEMENT), THEN TO THE EXTENT THAT YOU CONTINUE TO LIST AND SELL PRODUCTS ON THE PASHATV PASHATV.COM MARZZOTTI, LLC SITE PURSUANT TO A SEPARATE AGREEMENT, THE SALE OF YOUR PRODUCTS ON THE PASHATV PASHATV.COM MARZZOTTI, LLC SITE IS GOVERNED BY THE TERMS OF THAT AGREEMENT AND NOT BY THESE SELLING ON PASHATV PASHATV.COM MARZZOTTI, LLC SERVICE TERMS. Unless defined in these Selling on PashaTV Pashatv.com Marzzotti, LLC Service Terms (including the Selling on PashaTV Pashatv.com Marzzotti, LLC Definitions, all capitalized terms have the meanings given them in the Business Solutions Agreement. Please note that these Service Terms supersede and replace the Merchants@ PashaTV Pashatv.com Marzzotti, LLC Pro-Merchant Service Participation Agreement (or any predecessor version of this agreement).
S-1 Your Product Listings and Orders
S-1.1 Products and Product Information. You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through the PashaTV Pashatv.com Marzzotti, LLC Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to list for sale on the PashaTV Pashatv.com Marzzotti, LLC Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the PashaTV Pashatv.com Marzzotti, LLC Site.
S-1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the PashaTV Pashatv.com Marzzotti, LLC Site on the Selling on PashaTV Pashatv.com Marzzotti, LLC Launch Date, and conduct merchandising and promote Your Products as determined by us (including via the PashaTV Pashatv.com Marzzotti, LLC Associated Properties or any other functions, features, advertising, or programs on or in connection with the PashaTV Pashatv.com Marzzotti, LLC Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller and PashaTV Pashatv.com Marzzotti, LLC may make these ratings and feedback publicly available. We will provide Order Information to you for each sale of Your Products through the PashaTV Pashatv.com Marzzotti, LLC Site. We will also collect all Sales Proceeds for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Service Terms.
S-1.3 Shipping and Handling Charges. For those of Your Products sold on or through the PashaTV Pashatv.com Marzzotti, LLC Site that are not fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC, you will determine shipping and handling charges via and subject to our standard functionality and categorizations and further subject to any shipping and handling charge Program Policies, except that with respect to BMVD Products (for which such functionality is not available), we will determine the shipping and handling charges (and in either case you will accept the charges as payment in full for your shipping and handling of such products). For those of Your Products that are fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC, PashaTV Pashatv.com Marzzotti, LLC will determine what the shipping fees will be and will display and charge them accordingly in accordance with the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms.
S-1.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel.
S-2 Sale and Fulfillment, Refunds and Returns.
S-2.1 Sale and Fulfillment. Other than as described in the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms (if applicable to you) you will: (a) source, sell, fulfill, ship and deliver your Seller-Fulfilled Products, and source and sell your PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the PashaTV Pashatv.com Marzzotti, LLC Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each business day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the PashaTV Pashatv.com Marzzotti, LLC Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout Your Elected Country (except to the extent prohibited by Law or this Agreement); (f) provide to PashaTV Pashatv.com Marzzotti, LLC information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for your account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For those of Your Products that are fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC, if any, the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms will apply to the storage, fulfillment and delivery of such PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Products.
S-2.2 Returns and Refunds. For all of Your Products (except those fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC, if any) you will provide us with your customer return and refund policies for display on the PashaTV Pashatv.com Marzzotti, LLC Site and accept and process returns, adjustment and refunds relating to Your Products in accordance with these Service Terms and the posted policies at the time of the applicable order. If you notify us of any changes to these policies, we will use commercially reasonable efforts to post the changes. No change will be effective as to Your Products until we post the change on the PashaTV Pashatv.com Marzzotti, LLC Site. In any event, at a minimum, your return and refund policies will be at least as favorable as the then-current PashaTV Pashatv.com Marzzotti, LLC Refund Policies. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using functionality we enable for your account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Program Policies and the terms of this Business Solutions Agreement. You will route all such payments through PashaTV Pashatv.com Marzzotti, LLC. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. If you list PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Products for sale on the PashaTV Pashatv.com Marzzotti, LLC Site, you acknowledge and agree that the PashaTV Pashatv.com Marzzotti, LLC Refund Policies published at the time of the applicable order apply to such PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Products and that you will comply with such policies. You will provide refunds and adjustments (that you are obligated to provide under applicable return and refund policies or as required by Law) promptly, but in no case later than thirty (30) days following the close of the sale.
S-3 Problems with Your Products.
S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC, if any, the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.
S-3.2 A-to-z Guarantee and Chargebacks. If we inform you that we have received a claim under the "A-to-z Guarantee" offered on the PashaTV Pashatv.com Marzzotti, LLC Site, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within five (5) business days after request by us: (a) proof of delivery of Your Product(s) (as applicable); (b) the applicable PashaTV Pashatv.com Marzzotti, LLC order identification number; and (c) a description of Your Product(s) (as applicable). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (y) credit card fraud for which we are responsible under Section S-1.4; or (z) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payments section of the Business Solutions Agreement for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by PashaTV Pashatv.com Marzzotti, LLC) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our affiliates.
S-4 Parity with Your Sales Channels.
Subject to this Section S-4, you are free to determine which of Your Products you wish to list for sale on the PashaTV Pashatv.com Marzzotti, LLC Site. You will maintain parity between the products you offer through Your Sales Channels and the products you list on the PashaTV Pashatv.com Marzzotti, LLC Site by ensuring that at the Selling on PashaTV Pashatv.com Marzzotti, LLC Launch Date and thereafter: (a) the Purchase Price and every other term of offer and/or sale of Your Product (including associated shipping and handling charges, Shipment Information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favorable to PashaTV Pashatv.com Marzzotti, LLC users as the most favorable terms upon which a product is offered and/or sold via Your Sales Channels (excluding consideration of Excluded Offers); (b) customer service for Your Products is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered in connection with any of Your Sales Channels (this requirement does not apply to customer service for payment-related issues on Your Transactions, which we will provide); and (c) the Content, product information and other information under Section S-1.1 regarding Your Products that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section S-2.2. For PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Products, we acknowledge that if the shipping and handling charges associated with the sale and delivery of any of Your Products listed for sale on the PashaTV Pashatv.com Marzzotti, LLC Site are included in (and not separately stated) the purchase price listed for Your Product on the PashaTV Pashatv.com Marzzotti, LLC Site (collectively a "Shipping Inclusive Purchase Price"), then the parity obligation in (a) above will be satisfied if the Shipping Inclusive Purchase Price and each other term of offer and/or sale for the product on the PashaTV Pashatv.com Marzzotti, LLC Site are at least as favorable to PashaTV Pashatv.com Marzzotti, LLC Site users as the purchase price and each other term of offer and/or sale for the product (including any and all separately stated shipping and handling charges) pursuant to which the product is offered and/or sold via any of your sales channels other than the PashaTV Pashatv.com Marzzotti, LLC Site.
S-5 Compensation.
You will pay us: (a) the applicable Referral Fees; (b) the applicable Variable Closing Fee; and (c) the non-refundable Selling on PashaTV Pashatv.com Marzzotti, LLC Subscription Fee in advance for each month (or for each transaction, if applicable) during the term of this Agreement. "Selling on PashaTV Pashatv.com Marzzotti, LLC Subscription Fee" means the fee specified as such on the Selling on PashaTV Pashatv.com Marzzotti, LLC Fee Schedule at the time such fee is payable. With respect to each of Your Transactions: (y) "Sales Proceeds" has the meaning set out in the PashaTV Pashatv.com Marzzotti, LLC Services Business Solutions Agreement; and (z) "Referral Fee" means the applicable percentage of the Sales Proceeds from Your Transaction through the PashaTV Pashatv.com Marzzotti, LLC Site specified on the Selling on PashaTV Pashatv.com Marzzotti, LLC Fee Schedule at the time of Your Transaction, based on the categorization by PashaTV Pashatv.com Marzzotti, LLC of the type of product that is the subject of Your Transaction; provided, however, that in the case of Your Transactions that consist solely of products fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC or Media Products, Sales Proceeds will not include any shipping charge set by us). With respect to each of Your Transactions through the PashaTV Pashatv.com Marzzotti, LLC Site that include a Media Product, the "Variable Closing Fee" means the applicable fee specified on the Variable Closing Fee Schedule.
S-6 Remittance of Sales Proceeds & Refunds.
Except as otherwise stated in this Agreement (including without limitation Section 2 of the Business Solutions Agreement), we will remit to you on a bi-weekly (14 day) (or at our option, more frequent) basis any Sales Proceeds collected by us or our affiliates but not previously remitted to you as of the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date") (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) the applicable Variable Closing Fee, if any, due for such sums; and (c) any Selling on PashaTV Pashatv.com Marzzotti, LLC Subscription Fees due. When you either initially provide or later change Your Bank Account information, we may delay any remittance of sums due to you by up to 7 days. You will not have the ability to initiate or cause payments to be remitted to you. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our affiliate), we will refund to you the amount of the Referral Fee paid by Seller to us attributable to the amount of the customer refund (excluding any refunded taxes), less the lesser of: (y) five dollars ($5); or (z) twenty percent (20%) of such Referral Fee, which amount we may retain as an administrative fee; provided, however, that in the case of a complete refund of sales proceeds for a Media Product, we will refund to you the full amount of the Variable Closing Fee paid by you to us (and in the case of a partial refund of sales proceeds for a Media Product, we will not refund to you any portion of the Variable Closing Fee paid by you to us). We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you.
S-7 Control of Site.
Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the PashaTV Pashatv.com Marzzotti, LLC Site and the Selling on PashaTV Pashatv.com Marzzotti, LLC Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, the PashaTV Pashatv.com Marzzotti, LLC Site and the Selling on PashaTV Pashatv.com Marzzotti, LLC service and any element, aspect, portion or feature thereof (including any product listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in our sole discretion.
S-8 Effect of Termination.
Upon termination of these Selling on PashaTV Pashatv.com Marzzotti, LLC Service Terms, all rights and obligations of the Parties under these Service Terms will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
Selling on PashaTV Pashatv.com Marzzotti, LLC Definitions
"PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Products" means any of Your Products that are fulfilled using the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service.
"PashaTV Pashatv.com Marzzotti, LLC Refund Policies" means the return and refund policies published on the PashaTV Pashatv.com Marzzotti, LLC Site and applicable to products sold via the PashaTV Pashatv.com Marzzotti, LLC Site by an affiliate of the PashaTV Pashatv.com Marzzotti, LLC Contracting Party.
"Estimated Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that PashaTV Pashatv.com Marzzotti, LLC designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer.
"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) has attempted to make available through the PashaTV Pashatv.com Marzzotti, LLC Site but that we do not honor or support (but only until such time as we honor or support the same); or (b) makes available solely to Third Parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) have affirmatively elected and opted-in to participate in your and/or one of its affiliates' membership-based customer loyalty or customer incentive programs.
"Media Product" means any book, magazine or other publication, sound recording, video recording, software product, computer game, videogame, and/or other media product in any format, including any subscription therefor.
"Purchase Price" means the total amount payable or paid for Your Product (excluding taxes and shipping and handling charges).
"Remittance Calculation Date" is defined in Section S-5.2.
"Required Product Information" means, with respect to each of Your Products, the following (except to the extent expressly not required under Program Policies): (a) description; (b) SKU and UPC numbers and other identifying information as PashaTV Pashatv.com Marzzotti, LLC may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by PashaTV Pashatv.com Marzzotti, LLC from time to time); (d) categorization within each PashaTV Pashatv.com Marzzotti, LLC product category and browse structure as prescribed by PashaTV Pashatv.com Marzzotti, LLC from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h)any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of the Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products).
"Seller-Fulfilled Products" means any of Your Products that are not fulfilled using the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service.
"Selling on PashaTV Pashatv.com Marzzotti, LLC Launch Date" means the date on which we first list one of Your Products for sale on the PashaTV Pashatv.com Marzzotti, LLC Site.
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
"Street Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensorof a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).
"Your Transaction" is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on PashaTV Pashatv.com Marzzotti, LLC only.
WebStore by PashaTV Pashatv.com Marzzotti, LLC Service Terms
WebStore by PashaTV Pashatv.com Marzzotti, LLC ("WebStore") provides access to and use of an e-commerce website through which you can offer and sell Your Products (a "WebStore Site"). WebStore is not currently available in Canada.
These WebStore Service Terms are part of the PashaTV Pashatv.com Marzzotti, LLC Business Solutions Agreement ("Business Solutions Agreement"), and, unless specifically provided otherwise, concern and apply only to your participation in WebStore. BY REGISTERING FOR OR USING WEBSTORE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE WEBSTORE SERVICE TERMS. Unless defined in these WebStore Service Terms (including the WebStore Definitions), all capitalized terms have the meanings given them in the Business Solutions Agreement.
W-1 Listing and Promotion.
Each sale of Your Products through your WebStore Site is a sale by you. You will determine what is for sale on your WebStore Site, but you may not list any product on the WebStore Site that is an Excluded Product. You will ensure that you list all of Your Products in accordance with the applicable Program Policies.
W-2 Information.
You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete WebStore Required Product Information and all other information requested by us to process payments for you and to otherwise operate your WebStore Site. You will update such information as necessary to ensure it at all times remains accurate and complete. If you provide us with any images of Your Product, you will first remove any logos, text or other marking included on the image except for any logos, text or other marking that actually appears on the product. You will also upload to us the "shipping confirmation files" as required by us, including all shipment notification, shipping status and order tracking information requested by us from time to time, and any other information as requested by us to process payments based on Your Product shipment status; provided, that if you are using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC to fulfill any of your customer orders, the terms set forth in the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms will apply with respect to such orders. We may provide this shipment and payment related information to users of the WebStore Site. We will make available certain information and reports relating to Your Transactions as we determine and have no obligation to make available any other information. We retain the right to use mechanisms that rate, or allow users to rate, your performance as a seller, and to post such ratings and feedback on the WebStore Site and/or PashaTV Pashatv.com Marzzotti, LLC Site or otherwise make it publicly available. Any use on your WebStore Site of content displayed on or links to the PashaTV Pashatv.com Marzzotti, LLC Site will be subject to the terms of the PashaTV Pashatv.com Marzzotti, LLC Associates Operating Agreement and the PashaTV Pashatv.com Marzzotti, LLC Web Services License Agreement.
W-3 Your Product Transactions.
W-3.1 General; Sale and Fulfillment.You will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, fulfilling, and delivering all of Your Products. As such, you are responsible for any non-conformity or defects in, damage to, or theft of or claims regarding the delivery or non-delivery of Your Products. You will handle such responsibilities, and agree to complete transactions for the items that you have listed in accordance with these WebStore Service Terms and applicable Program Policies. Notwithstanding anything in this Section W-3.1, for those of Your Products that are fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC (if any), the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms will apply to storage, fulfillment and delivery of Your Products. You will not send customers emails confirming orders of Your Products. All sales of Your Products on or through the WebStore Site will be final and may not be cancelled or revoked by you except pursuant to the applicable terms and conditions that appear on the WebStore Site.
W-3.2 Order and Payment Processing. We will process all payments, refunds and adjustments for Your Transactions. PashaTV Pashatv.com Marzzotti, LLC's, or one of its affiliates', name will appear on the customer's credit card statement (which may also display, at our option, your name). We will determine the time at which we process payments, refunds and adjustments for Your Transactions in our sole discretion. However, you are always the seller of record. We are acting on your behalf only to process payments, refunds and adjustments for Your Transactions. We may withhold for investigation, or refuse to process, any of Your Transactions. We may also restrict destinations to which you may ship Your Products that are sold on the WebStore Site. We do not need to accept any particular form of order or payment for Your Product, or honor or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you. We may in our sole discretion withhold for investigation and/or to refuse to process any transaction involving Your Products or any other products or services on or through the WebStore Site, or restrict destinations to which you may ship Your Products sold on or through the WebStore Site.
W-3.3 Fraud and Order Stops/Cancellations. We will bear the risk of credit card fraud (i.e. fraudulent purchases arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, except with respect to Your Transactions that you do not fulfill in accordance with the Order Information made available to you by us (including shipping Your Product only to the recipient and at the shipping address specified in the Order Information made available by PashaTV Pashatv.com Marzzotti, LLC), and you will bear all other risk of fraud or loss. You will promptly inform us of any changes to the product mix of Your Products or any pattern of fraudulent or other improper activities with respect to any of Your Product(s) that has resulted or may result in a higher incidence of fraud or other impropriety associated with transactions involving it (or them) than other similar products. You will stop and/or cancel orders of Your Products if we so direct (and if the customer has already been charged for such orders, you will execute refunds therefor) and will provide to us telephone and email contact information for a designated contact available during business hours whom we can contact regarding fraud, order stops and cancellations and similar concerns, who will cooperate with us and who has access and ability promptly to cancel or stop orders from being shipped.
W-3.4 Refunds and Returns. Except for those of Your Products, if any, that are fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC (in which case the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms will apply), you will accept and process returns of, and (using the functionality we make available to you) provide refunds and adjustments for, Your Products in accordance with these WebStore Service Terms and your policies posted on the WebStore Site at the time of the applicable sale, and you will calculate and refund any associated taxes required to be refunded. You will route all refund (and adjustment) payments through PashaTV Pashatv.com Marzzotti, LLC or its designated affiliate. PashaTV Pashatv.com Marzzotti, LLC or its designated affiliate will credit the applicable customer account, and you will reimburse PashaTV Pashatv.com Marzzotti, LLC for all amounts so credited. The functionality we make available to you for processing returns and adjustments may be modified or discontinued by us at any time without notice and is subject to the Program Policies and the terms of this Business Solutions Agreement. Except for those of Your Products, if any, that are fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC (in which case the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms will apply), we have no obligation to accept any returns of any of Your Products.
W-3.5 Delivery Errors and Nonconformities; Product Recalls. You are responsible for any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of Your Products, except to the extent caused by (a) credit card fraud for which we are responsible under Section W-3.3; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC (if any), the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.
W-3.6 A-to-z Guarantee and Chargebacks. If we inform you that we have received a claim under the "A-to-z Guarantee" offered as of the Effective Date (or any substantially consistent offer), or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within five (5) business days: (a) proof of delivery of the applicable Your Product(s); (b) the applicable PashaTV Pashatv.com Marzzotti, LLC order identification number; and (c) a description of the applicable Your Product(s). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by (i) credit card fraud for which we are responsible under Section W-3.3, or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our affiliates.
W-4 Customer Service.
W-4.1 General. The provisions in this Section W-4 apply only in connection with sales of Your Products through the WebStore Site that are not fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC. For customer service obligations pertaining to sales of Your Products using Selling on PashaTV Pashatv.com Marzzotti, LLC or sales of Your Products fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC, the Service Terms applicable to those Services will apply. You will refer customer issues to us according to the responsibilities below, in a timely, professional and courteous manner and at the applicable "Contact Us" form, email address and/or phone number provided for such purpose by us. You will not establish direct phone or email transfer functionality of customer service contacts to us, forward customer emails to us, or disclose our customer service contact information unless in response to a customer contact concerning a customer service issue for which we are responsible under these WebStore Service Terms.
W-4.2 Our Customer Service Responsibilities. As between you and us, we will be solely responsible for all customer service issues relating to payment, credit card processing, debiting or crediting, and the "A-to-z Guarantee".
W-4.3 Your Customer Service Responsibilities. Unless provided otherwise elsewhere in these WebStore Service Terms, you will be solely responsible for all customer service issues relating to Your Products (including pricing, rebates, item information, availability, technical support, functionality and warranty), Your Product order fulfillment and shipping and handling, Your Product order cancellation by you or customer, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.
W-5 Data and Communications. A customer must establish or use an PashaTV Pashatv.com Marzzotti, LLC customer account to make a purchase through your WebStore Site. We and you will co-own all the Customer Account Information and WebStore Transaction Information. Neither you nor PashaTV Pashatv.com Marzzotti, LLC will need to pay any royalties or account to the other in connection with your or PashaTV Pashatv.com Marzzotti, LLC's use of any Customer Account Information or WebStore Transaction Information. You and your affiliates will: (a) at all times comply with all Laws, including any Law related to the use of this type of information; and (b) comply with any applicable policies posted on the WebStore Site regarding use of this transaction and customer data. We are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network you or your customers may utilize, including without limitation in connection with the provision of WebStore; or the back up of any of your files or data.
W-6 Pricing and Remittance.
W-6.1 Your Product Pricing and Terms of Sale Generally. Subject to this Section W-6.1, you are free to determine the price for each of Your Products listed for sale on your WebStore Site. You will ensure at the WebStore Launch Date and thereafter the price and every other term of offer and/or sale of Your Product (including associated shipping and handling charges, Shipment Information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favorable to users of the WebStore Site as the most favorable terms upon which a product is offered and/or sold via Your Sales Channels (excluding consideration of Excluded Offers)
W-6.2 Shipping & Handling Charges. You will determine shipping and handling charges for Your Products sold on or through the WebStore Site, but will comply with any shipping and handling charge Program Policies. However, if the product is a BMVD Product, we may determine the shipping and handling charges (and in either case you will accept these charges as payment in full for your shipping and handling of the products). If Your Product is fulfilled using Fulfillment by PashaTV Pashatv.com Marzzotti, LLC, this section will not apply and the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms will apply.
W-6.3 Remittance and Compensation.
W-6.3.1 Fees; Remittance of Sales Proceeds. You will pay us: (a) applicable WebStore Referral Fees; and (b) the non-refundable WebStore Subscription Fee in advance for each month of the term of this Agreement. We will remit to you on a bi-weekly (14-day) (or at our option, more frequent) basis any WebStore Sales Proceeds collected by us but not previously remitted to you as of the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date"), less: (y) the WebStore Referral Fees due for such sums; and (z) any WebStore Subscription Fees due (which remittance you will accept as payment in full for the sale and shipping and handling of Your Products).
W-6.3.2 Refunds. If you refund money to a customer in connection with Your Transaction, and the refund is routed through us, we will refund to you the amount of the WebStore Referral Fee paid by you to us attributable to the amount of the customer refund (excluding any refunded taxes), less the lower of (a) five dollars ($5) or (b) twenty percent (20%) of the WebStore Referral Fee, which we may retain as an administrative fee. We will remit any amounts to be refunded by us under this subsection from time to time together with the next remittance to be made by us to you pursuant to subsection W-6.3.1 above.
W-7 Provision and Use of WebStore.
W-7.1 Control of WebStore; Restricted Uses. We reserve the right to determine and control all aspects (including all functionality) of WebStore and the PashaTV Pashatv.com Marzzotti, LLC Materials as well as the right to re-design, modify and remove any or all aspects of them. You may not do the following to or with WebStore, the WebStore Site or the PashaTV Pashatv.com Marzzotti, LLC Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; or (e) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them. In addition to any other rights or remedies that we may have, any use in violation of this section will immediately terminate your right to use WebStore, the WebStore Site and the PashaTV Pashatv.com Marzzotti, LLC Materials.
W-7.2 URLs. You will be responsible for securing all rights to the URL(s) for the WebStore Site, including maintaining the registration for the URLs with all required domain name registrars. You will comply with our requirements regarding the URL(s) and its administration with the registrar so that we can provide WebStore to you. You represent and warrant that the URLs used in connection with the WebStore Site will not violate any intellectual property rights or other proprietary rights of any third party whatsoever. You will not include "PashaTV Pashatv.com Marzzotti, LLC", any other PashaTV Pashatv.com Marzzotti, LLC Trademark or any word or name similar thereto in any URL used in connection with the WebStore Site.
W-7.3 Messaging. We will have the right to determine the use of any PashaTV Pashatv.com Marzzotti, LLC Trademarks and any messaging or notice on the WebStore Site, for example, we will control how our role in processing orders and payments is explained to the customer, and how our "A-to-z Guarantee" is described. The WebStore Site will also display privacy and customer account use and creation messaging as required by us. Should we allow or require you to include any PashaTV Pashatv.com Marzzotti, LLC Trademarks or messaging, you will do so strictly in accordance with instructions we provide to you.
W-8 Effect of Termination.
Your termination rights are set forth in Section 3 of the General Terms of the Business Solutions Agreement. Upon any termination of the term of the Business Solutions Agreement or these WebStore Service Terms, all rights and obligations of the parties under these WebStore Service Terms will terminate, except that: the rights and obligations of the parties under Sections W-2, W-3, W-4, W-5, W-6 and W-8 with respect to Your Transactions occurring prior to termination will survive such termination.
W-9 Miscellaneous.
W-9.1 Tax Matters. You may apply to receive Tax Services from us. To begin the application process, you will submit a complete application to us. We will notify you if we accept your application. We may, in our sole discretion, reject your application. You will not be considered accepted for Tax Services until we have notified you of your acceptance. Upon such acceptance the terms and conditions of Tax Services will apply. As between the parties and without limiting either party's responsibilities under Tax Services, if applicable, you will be solely responsible for all obligations associated with any and all Your Taxes, including the calculation, collection and payment of any Your Taxes. During all times that you receive Tax Services from us your WebStore Site must remain in operation and you will make available for listing for sale on your Webstore Site each of Your Products that you offer for sale on the PashaTV Pashatv.com Marzzotti, LLC Site through Selling on PashaTV Pashatv.com Marzzotti, LLC including each variation thereof.
W-9.2 Your Representations; Compliance with Laws. In addition to your representation and warranties in Section 5 of the Business Solutions Agreement, you hereby represent and warrant to us that: (a) all of Your Products and their packaging comply and will comply with all applicable marking and labeling requirements required by law; (b) none of Your Products are or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; (c) you and all of your subcontractors, agents and suppliers involved in producing or delivering Your Products will strictly adhere to all applicable Laws of Your Elected Country, its territories and all other countries where Your Products are produced or delivered, regarding the operation of their facilities and their business and labor practices, including without limitation working conditions, wages, hours and minimum ages of workers; (d) you will not redirect any customers or prospective customers from the WebStore Site into any other sales channel, and will not use WebStore for any purpose other than the offering or sale of Your Products as contemplated hereunder; (e) Your Materials, Your Products and your offer and subsequent sale of any of the same complies with all applicable Laws (including all marking and labeling requirements) and do not contain any defamatory, obscene or sexually explicit materials (except to the extent expressly permitted under applicable Program Policies); and (f) you will ensure that Your Transactions are made at no less than fair value under the antidumping laws of the United States and will otherwise comply with the antidumping laws of the United States, its territories and of all other countries where Your Products are produced, delivered, or intended to be sold.
WebStore Definitions
"PashaTV Pashatv.com Marzzotti, LLC Functionality" means all techniques, know-how, features and functionality specific to development of a website presence to display products loaded into the PashaTV Pashatv.com Marzzotti, LLC platform, including the following features and functions: search, browse, product detail display, shopping cart and credit card transaction processing, order/account lookup, and storefront administration & merchandising.
"PashaTV Pashatv.com Marzzotti, LLC Materials" means: (a) the PashaTV Pashatv.com Marzzotti, LLC Functionality (including, without limitation, all techniques, know-how, algorithms, materials, specifications and source code related thereto); and (b) all WebStore Site-related product information, APIs, and any distinctive trade dress and trade styles (including, without limitation, color schemes), proprietary fonts, and the design, formatting, organization and structure of screens and other elements included within the WebStore Site.
"PashaTV Pashatv.com Marzzotti, LLC Product" means any products that are sold and fulfilled by PashaTV Pashatv.com Marzzotti, LLC (or one of its affiliates) on its own behalf.
"PashaTV Pashatv.com Marzzotti, LLC Product Tax Codes" is defined in Section TS-2 of Tax Services.
"PashaTV Pashatv.com Marzzotti, LLC Transaction" means the sale of any PashaTV Pashatv.com Marzzotti, LLC Product through the WebStore Site for which PashaTV Pashatv.com Marzzotti, LLC (or its affiliate) receives PashaTV Pashatv.com Marzzotti, LLC Transaction Revenues.
"PashaTV Pashatv.com Marzzotti, LLC Transaction Revenues" means: (a) the aggregate revenues (excluding taxes, bad debt, gift-wrapping charges, shipping and handling charges, or services charges and credit card processing fees) derived by PashaTV Pashatv.com Marzzotti, LLC and its affiliates from sales of PashaTV Pashatv.com Marzzotti, LLC Products through the WebStore Site as provided herein; less (b) any revenues attributable to returned PashaTV Pashatv.com Marzzotti, LLC Products, if such revenues previously were included in "PashaTV Pashatv.com Marzzotti, LLC Transaction Revenues".
"Customer Account Information" means the following non-transaction-specific information you receive from PashaTV Pashatv.com Marzzotti, LLC prior to the expiration or termination of this Agreement with respect to customer accounts created or otherwise used to purchase Your Products on the WebStore Site: customer name, physical address, email address, phone numbers. Notwithstanding the foregoing and for the avoidance of doubt, Customer Account Information does not include: (a) any WebStore Transaction Information; (b) any credit card, other account or identifying number of, or any other information specifically concerning, any payment instrument or method; (c) sign-in credentials; (d) information that pertains specifically to functionality of the WebStore Site (e.g., personalization settings); or (e) user clickstream information.
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
"WebStore Launch Date" means the date on which PashaTV Pashatv.com Marzzotti, LLC first lists Your Product for sale on the WebStore Site.
"WebStore Referral Fee" means, with respect to each of Your Transactions through the WebStore Site, seven percent (7%) of the Sales Proceeds from each of Your Transactions.
"WebStore Required Product Information" means with respect to each of Your Products, the following: (a) a description of Your Product; (b) the UPC code and SKU number for Your Product and such other identifying information related thereto as we may reasonably request; (c) information regarding the in-stock status, shipping availability period or shipping availability date, and Your shipping limitations or requirements (in each case, in accordance with any categorizations we prescribe from time to time); (d) the categorization of Your Product within each PashaTV Pashatv.com Marzzotti, LLC browse structure applicable thereto we prescribe from time to time; (e) a digitized image of Your Product (provided that you will first remove any logos, text or other marking included on such image except to the extent that such logos, text or other marking actually appear on Your Product); (f) the price for Your Product; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (h) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) UPC code and SKU number (and other identifying information as PashaTV Pashatv.com Marzzotti, LLC may reasonably request) for accessories related to Your Product that are available in PashaTV Pashatv.com Marzzotti, LLC's catalog; and (o) any other information we reasonably request (e.g., the condition of used or refurbished products).
"WebStore Subscription Fee" means fifty-nine dollars and ninety-nine cents ($59.99) per month.
"WebStore Transaction Information" means the following information you receive from PashaTV Pashatv.com Marzzotti, LLC associated with any orders of Your Product through the WebStore service: total transaction amount; PashaTV Pashatv.com Marzzotti, LLC order ID#; PashaTV Pashatv.com Marzzotti, LLC order item code; SKU; product name; quantity; price; and adjustments. Notwithstanding the foregoing and for the avoidance of doubt, WebStore Transaction Information does not include: (a) any Customer Account Information; (b) sign-in credentials; (c) user click-stream information; or (d) any credit card or other account or identifying number of, or any other information specifically concerning, any payment instrument or method.
Tax Services
Without limiting your obligations under the Business Solutions Agreement, if you qualify for services described in this TAX SERVICES section, we will perform certain services as set forth in this TAX SERVICES section. The services in this TAX SERVICES section are not currently available in Canada. We reserve the right to refuse or cease to provide tax services as described in this TAX SERVICES section at any time for any reason, including without limitation, inability to confirm your corporate status to our satisfaction. All communications between you and us with respect to this TAX SERVICES section will be sent via the method designated by us. The following definitions apply with respect to this TAX SERVICES section if you have registered for PashaTV Pashatv.com Marzzotti, LLC's Fulfillment by PashaTV Pashatv.com Marzzotti, LLC service (or any successor service): (a) "PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transactions" means Your Transactions for PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Products (as defined in the FBA Definitions; and (b) "Collect" means the charging and/or crediting of additional tax amounts to the customer purchasing Your Product in connection with an PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transaction.
TS-1 Collection Settings. Prior to the WebStore Launch Date, you will provide to us, in a format and structure defined by us, the following information (collectively, and as may be updated by you as contemplated below, the "Collection Settings"): (a) all U.S. state and local jurisdictions for which you wish to collect sales and use taxes with respect to Your Transactions (or, with respect to PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transactions, Collect sales and use taxes); (b) whether or not you wish to collect sales and use taxes on shipping and handling charges for Your Transactions (or, with respect to PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transactions, Collect sales and use taxes on shipping and handling charges); and (c) any related information reasonably requested by us.
TS-2 Review and Approval of Settings, Rules and Methodology. After receiving the Collection Settings, we will provide you with access to: (a) a summary of Your Collection Settings (the "Collection Settings Report"); and (b) our sales and use tax collection mechanism (the "Tax Engine") product taxability rules and associated product tax codes (the "Product Tax Codes"), together with the methodologies then-employed by the Tax Engine (such rules, codes and methodologies collectively, and as may be changed by us as contemplated below, the "Tax Rules"), in each case for your review and approval. The Collection Settings will not be implemented unless reflected in a Collection Settings Report with respect to which we have received your approval. By using Product Tax Codes as contemplated in this TAX SERVICES section, you acknowledge your continuing approval of the Tax Rules and the Collection Settings set forth in the Collection Settings Report last approved by you.
TS-3 Changes to Collection Settings. You may change the Collection Settings by submitting such changes to us. No such change will be implemented until we have provided an updated Collection Settings Report reflecting such changes and received your approval thereof.
TS-4 Changes to Tax Rules. We may change the Tax Engine and/or Tax Rules in our sole discretion, provided that prior to such changes becoming effective, we will communicate to you any changes to the Tax Rules together with their effective date. You will review any such changes, and acknowledges that by continuing to use Product Tax Codes as contemplated in this TAX SERVICES section, you accept any change by us to the Tax Engine and/or Tax Rules.
TS-5 PashaTV Pashatv.com Marzzotti, LLC Product Tax Codes. With respect to each of Your Products, you will include with the WebStore Required Product Information you provides to us, a reference to one (1) of the Product Tax Codes within the then-effective Tax Rules. If there is no Product Tax Code that, based on your reasonable good faith determination, would result in proper tax collection with respect to sales of the applicable Product, then you may submit to us a proposed product taxability rule that you have reasonably determined would result in proper tax collection. We may elect in our sole discretion whether or not to configure the Tax Engine to reflect any rule submitted by you. If we so elect, we will inform you of the same. If we do not so elect, then you may, as your sole and exclusive remedy therefor, deem the applicable Product to be an Excluded Product.
TS-6 Collection. As a service to you, we will collect U.S. sales and use tax amounts on Your Transactions (or, with respect to PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transactions, Collect U.S. sales and use tax amounts) based on the Product Tax Codes properly included by you with the WebStore Required Product Information in accordance with Section TS-5 of this TAX SERVICES section and as determined by the Tax Engine in accordance with the then-effective Tax Rules and Your Collection Settings summarized in the Collection Settings Report last approved by you. We will have no obligation to: (a) commence collecting amounts with respect to Your Transactions (or, with respect to PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transactions, Collecting amounts) pursuant to this section prior to its receipt of your approval of the Collection Settings Report and the Tax Rules, each as contemplated in Section TS-2; (b) collect (or, with respect to PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transactions, Collect) any amounts pursuant to this section with respect to any of Your Product for which you have not properly provided to us an appropriate Product Tax Code; and (c) commence collecting (or, with respect to PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transactions, Collecting) amounts in accordance with changes made by you to Your Collection Settings prior to our receipt of your approval of a Collection Settings Report reflecting such changes. We may commence collecting (or, with respect to PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transactions, Collecting) amounts in accordance with our own changes to the Tax Engine and/or Tax Rules after the effective date thereof.
TS-7 Remittance. We will remit to you on a bi-weekly (or, at our option, more frequent) basis all amounts collected (or, with respect to PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transactions, Collected) by us pursuant to this TAX SERVICES section but not previously remitted to you as of the Remittance Calculation Date. You agree to accept the amounts payable to you pursuant to this TAX SERVICES section as full satisfaction of our obligations under this TAX SERVICES section.
TS-8 Disclaimers. We specifically disclaim any responsibility for or obligation to verify, and make and give no representation, warranty, guarantee, advice or guidance regarding, and you hereby acknowledge and agree that no communications of any kind at any time between you and us or our respective affiliates in connection with this Agreement (including any Tax Rules or communications regarding the same) are, will be or will be considered or deemed to be, representations, warranties, guarantees, advice or guidance of any kind regarding: (a) the accuracy of the Tax Rules, or of the tax jurisdiction assignment functionality or tax rates used by the Tax Engine; (b) the use of any Product Tax Code in connection with any of Your Products; or (c) whether or not the amounts collected by us pursuant to this TAX SERVICES section will fulfill your obligations to collect Your Taxes on or in connection with Your Transactions (or, with respect to PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transactions, Collect Seller Taxes).
TS-9 Acknowledgments. You hereby acknowledge and agree that: (a) you will rely solely on your independent determinations concerning the matters described in this TAX SERVICES section; (b) the Tax Engine will not calculate (nor will we collect) any federal, state, or local product-based excise taxes or any fees or surcharges; (c) the Tax Engine will not support sales and use tax exemptions based upon either the identity of a Person and/or the intended use of the product by any Person; (d) PashaTV Pashatv.com Marzzotti, LLC will have no obligation to calculate any tax amounts in connection with any refunds applied in connection with any of Your Transactions other than PashaTV Pashatv.com Marzzotti, LLC-Fulfilled Seller Transactions; and (e) you will remain solely responsible for any non-U.S. taxes and duties (including the collection and payment thereof).
Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Service Terms
Fulfillment by PashaTV Pashatv.com Marzzotti, LLC ("FBA") provides fulfillment and associated services for Your Products. FBA is not currently available in Canada.
These FBA Service Terms are part of the PashaTV Pashatv.com Marzzotti, LLC Business Solutions Agreement ("Business Solutions Agreement"), and, unless specifically provided otherwise, concern and apply only to your participation in FBA. BY REGISTERING FOR OR USING FBA, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE FBA SERVICE TERMS. Unless defined in these FBA Service Terms, all capitalized terms are as defined in the Business Solutions Agreement.
F-1 Your Products.
Once you are accepted into FBA, you must apply to register each product you sell that you wish to include in the FBA program. We may refuse registration in FBA of any product, including on the basis that it is an FBA Excluded Product or that it violates applicable Program Policies. You may at any time withdraw registration of any of Your Products from FBA.
F-2 Product and Shipping Information.
You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete information about Your Products registered in FBA, and will provide Fulfillment Requests for any Units fulfilled using FBA that are not sold through the PashaTV Pashatv.com Marzzotti, LLC Site ("Basic Fulfillment Units"). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.
F-3 Shipping to PashaTV Pashatv.com Marzzotti, LLC.
F-3.1 Except as otherwise provided in Section F-5, FBA is limited to Units that are shipped to and from our U.S. fulfillment centers, to be delivered to customers in the U.S. only. You will ship Units to us in accordance with applicable Program Policies. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance) and PashaTV Pashatv.com Marzzotti, LLC will not pay any shipping costs except as provided in Section F-3.2. You are responsible for payment of all customs, duties, taxes and other charges. In the case of any improperly packaged or labeled Unit, we may return the Unit to you at your expense (pursuant to Section F-7) or re-package or re-label the Unit and charge you an administrative fee.
F-3.2 You will not deliver to us, and we may refuse to accept, any shipment or Unsuitable Unit. We may return or dispose of any Unsuitable Unit as provided in Section F-7 (and you will be deemed to have consented to such action) if you fail to direct us to return or dispose of any Unsuitable Unit within ninety (90) days after we notify you that we are in possession of it. In addition, you will reimburse us for any expenses we incur in connection with any Unsuitable Units.
F-3.3 We may, at our option, allow you to ship Units at your expense (as described in Section F-9.2) to our designated fulfillment center using discounted shipping rates that we may make available to you for certain carriers. In such event, you will use the processes and supply the information that we require for you to obtain such discounted rates. You also must comply with standard operating procedures, weight and size restrictions, and other shipping requirements of the applicable carriers. If we provide you with the estimated shipping costs prior to shipment, you acknowledge and agree that actual shipping costs may vary from such estimates. In addition, if the weight of the Unit, as determined by the applicable carrier, differs from that submitted by you to us for purposes of determining the estimated shipping costs, then: (a) you may be charged more than the estimated shipping costs if the carrier determines that such Unit weighs more than as submitted by you; or (b) you may be charged the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by you. You will not use our carrier account information (e.g., carrier account number, amount of shipping rates, etc.) for any purpose, nor disclose such information to any third party, and you will protect such information as PashaTV Pashatv.com Marzzotti, LLC’s confidential information in accordance with Section 11 of the Business Solutions Agreement. As between you, us and our carrier, you will be the shipper of record, and we will be the payer of record with respect to all Units shipped to us using such discounted rates. Title and risk of loss for any Unit shipped using discounted rates provided by us will remain with you, and our provision of such shipping rates will not create any liability or responsibility for us with respect to any delay, damage or loss incurred during shipment. You hereby authorize the applicable carrier to provide us with all shipment tracking information.
F-4 Storage.
We will provide storage services as described in these FBA Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any fulfillment center. We will not be required to physically mark or segregate Units from other inventory units (e.g., products with the same PashaTV Pashatv.com Marzzotti, LLC standard identification number) owned by us, our Affiliates or third parties in the applicable fulfillment center(s). If we elect to commingle Units with such other inventory units, both parties agree that our records will be sufficient to identify which products are Units. We may move Units among facilities. If there is a loss of or damage to any Units while we store them, we will, as your sole remedy, pay you the Replacement Value (as described and defined in the FBA Guidelines). Payment of the Replacement Value is our total liability for any duties or obligations that we or our agents or representatives may have as a bailee or warehouseman, and your only right or remedy that you may have as a bailor. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or (c) waive, limit or reduce any of our rights under this Business Solutions Agreement. We reserve the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of your inventory in our fulfillment centers, and you will comply with any of these restrictions or limitations.
F-5 Fulfillment.
We will ship Units from our inventory of Your Products to the United States shipping addresses included in valid customer orders, or submitted by you as part of a Fulfillment Request. We may ship Units together with products purchased from other merchants, including any of our affiliates. We also may ship Units separately that are included in a single Fulfillment Request. If you elect to participate in our export fulfillment services, we will also ship Your Products that we determine to be eligible (each, a "Foreign-Eligible Product") to Foreign Addresses within countries we determine to be eligible for foreign shipments, subject to the additional terms on foreign shipments in the FBA Guidelines.
F-6 Customer Returns.
F-6.1 You will be responsible for and will accept and process returns of, and provide refunds and adjustments for, any Basic Fulfillment Units in accordance with this Business Solutions Agreement (including the applicable Program Policies).
F-6.2 We will receive and process returns of any PashaTV Pashatv.com Marzzotti, LLC Fulfillment Units that were shipped to addresses within the U.S. in accordance with the terms of your Seller Agreement, these FBA Service Terms and the Program Policies. Any Sellable Units that are also PashaTV Pashatv.com Marzzotti, LLC Fulfillment Units and that are properly returned will be placed back into the inventory of Your Products in the FBA Program. We may fulfill customer orders for Your Products with any returned PashaTV Pashatv.com Marzzotti, LLC Fulfillment Units. Except as provided in Section F-7, you will retake title of all Units that are returned by customers.
F-6.3 Except as provided in Section F-5, we will, at your direction, either return or dispose of any Selling on PashaTV Pashatv.com Marzzotti, LLC Unit that is returned to us and that we determine is an Unsuitable Unit as provided in Section F-7. Without limitation of our rights under Section F- 7.1, we may elect to return or dispose of that Unsuitable Unit as provided in Section F-7, and you will be deemed to have consented to our election if you fail to direct us to return or dispose of the Unsuitable Unit within ninety (90) days after we notify you of the Unsuitable Unit.
F-6.4 If PashaTV Pashatv.com Marzzotti, LLC receives a customer return of a Basic Fulfillment Unit, you will direct us to return or dispose of the Unit at your own cost failing which we may dispose of the Unit as provided in Section F-7.
F-7 Returns to You and Disposal.
F-7.1 You may, at any time, request that Units be returned to you. We may return Units to you for any reason, including upon termination of these Service Terms. These returned shipments will be sent to your designated United States shipping address. If we have an outdated, incorrect or international address for you, or if we cannot make arrangements for you to pay for the return shipment, the Unit(s) will be deemed abandoned and we may elect to dispose of the Unit(s) as provided herein.
F-7.2 You may, at any time, request that we dispose of Units. We may dispose of any Unit we are entitled to dispose of in the manner we prefer. Title to each disposed Unit will transfer to us at no cost to us as necessary for us to dispose of the Unit, and we will retain all proceeds, if any, received from the disposal of any Unit.
F-7.3 You will promptly notify us of any recalls or threatened recalls of any of Your Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your affiliates incur in connection with any recall or threatened recall of any of Your Products (including the costs to return, store, repair, liquidate or deliver to you or any vendor any of these products).
F-8 Customer Service.
F-8.1 For Basic Fulfillment Units we will have no customer service obligations other than to pass any inquiries to your attention at the contact you provide, and to make available a reasonable amount of information regarding the status of the fulfillment of Your Products if you request it and if and to the extent we possess the requested information. You will ensure that all of your policies and messaging to your customers regarding shipping of Your Products and other fulfillment-related matters, reflect our policies and requirements, including with regard to shipping methods, returns and customer service; and, you will conspicuously display on your website(s), in emails or in other media or communications any specific disclosures, messaging, notices, and policies we require.
F-8.2 We will be responsible for and have sole discretion regarding all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to PashaTV Pashatv.com Marzzotti, LLC Fulfillment Units. We will have the right to determine whether a customer will receive a refund, adjustment or replacement for any PashaTV Pashatv.com Marzzotti, LLC Fulfillment Unit and to require you to reimburse us where we determine you have responsibility in accordance with this Business Solutions Agreement (including these Service Terms and the Program Policies). Except as provided in this Section F-8 regarding any PashaTV Pashatv.com Marzzotti, LLC Fulfillment Units, customer service will be handled as set forth in your Seller Agreement.
F-8.3 In situations relating to PashaTV Pashatv.com Marzzotti, LLC Fulfillment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents or contractors, we will, as your sole and exclusive remedy and at our option: (a) for any PashaTV Pashatv.com Marzzotti, LLC Fulfillment Unit, (i) ship a replacement Unit to the customer at no additional fee to you and pay you the Replacement Value (as described in the FBA Guidelines), or (ii) process a refund to the customer; or (b) for any Basic Fulfillment Unit, pay you the Replacement Value for the Unit. Any customer refund will be processed in accordance with your Seller Agreement. Notwithstanding the terms of your Seller Agreement, you will not be required to reimburse us for such customer refunds, and we will be entitled to retain the applicable fees payable to us (including, if applicable to you, the Referral Fee or the Fulfillment Fee payable under the Selling on PashaTV Pashatv.com Marzzotti, LLC Service Terms and these Service Terms, respectively). Except as expressly provided in this Section F-8.3, you will be responsible for all costs associated with any replacement or return.
F-8.4 If we provide a replacement Unit or refund as described in the preceding sentence to a customer and that customer returns the original Unit to us, we will be entitled to dispose of the Unit pursuant to Section F-7, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with Section F-6. If we do put it back into your inventory, you will reimburse us for the Replacement Value of the returned Unit. Any replacement Unit shipped by us under these Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer via the PashaTV Pashatv.com Marzzotti, LLC Site in accordance with the Business Solutions Agreement and your Seller Agreement, and will be subject to all terms and conditions applicable thereto.
F-9 Compensation.
F-9.1 Handling and Storage Fees. You will pay us the applicable fees (including storage, fulfillment, removal and disposal fees) set forth in the Fulfillment by PashaTV Pashatv.com Marzzotti, LLC Fee Schedule. You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at our fulfillment center and is available for fulfillment by PashaTV Pashatv.com Marzzotti, LLC (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of the Unit.
F-9.2 Shipping and Gift Wrap. For any PashaTV Pashatv.com Marzzotti, LLC Fulfillment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfill through the FBA Program. As between you and us, these charges will be your charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer. In the case of shipments of Units sold through the PashaTV Pashatv.com Marzzotti, LLC Site that qualify for the "Super Saver Shipping" promotion the amounts charged to the customer for shipping the Selling on PashaTV Pashatv.com Marzzotti, LLC Units that PashaTV Pashatv.com Marzzotti, LLC fulfills will first be charged to the customer and will next be deducted from the total charges to the customer as your promotion and PashaTV Pashatv.com Marzzotti, LLC will not charge you the fee described above. If you ship Units to us using the shipping rates that we may make available pursuant to Section F-3.3, you will reimburse us for the actual amounts charged to us by the applicable carrier for such shipments.
F-9.3 Proceeds. We may keep all proceeds of any Units that we dispose of or to which title transfers, including returned, damaged or abandoned Units. You will have no security interest, lien or other claim to the proceeds that we receive in connection with the sale, fulfillment and/or shipment of these Units.
F-10 Indemnity.
In addition to your obligations under Section 6 of the Business Solutions Agreement, you also agree to indemnify, defend and hold harmless us, our affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section F-4 regardless of whether such Unit is the actual item you originally sent to us), including any personal injury, death or property damage; (b) the shipment, export or delivery of Your Products to Foreign Addresses (including with respect to any classification data and other information provided by you to us in connection therewith, and notwithstanding any rights we have under Section F-5); (c) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes; and, if applicable (d) any sales, use, value added, personal property, gross receipts, excise, franchise, business or other taxes or fees, or any customs, duties or similar assessments (including penalties, fines or interest on any of the foregoing) imposed by any government or other taxing authority in connection with the shipment of Foreign-Eligible Products to Foreign Addresses (collectively, "Foreign Shipment Taxes").
F-11 Release.
You hereby, on behalf of yourself and successors, subsidiaries, affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with them (collectively, the "Releasing Parties"), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge PashaTV Pashatv.com Marzzotti, LLC and each of its affiliates, and any and all of their predecessors, successors, and affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the "Released Parties"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, "Losses") which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the shipment, export or delivery of Your Products to Foreign Addresses, including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort, product liability, contract, warranty or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these FBA Service Terms, which the Releasing Parties are giving up by agreeing to these FBA Service Terms. It is your intention in agreeing to these FBA Service Terms that these FBA Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them. In furtherance of the intentions set forth herein, you hereby acknowledge, on behalf of yourself and all other Releasing Parties that you are familiar with Section 1542 of the Civil Code of the State of California, as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
You, on behalf of yourself and all other Releasing Parties, hereby expressly waive and relinquish any rights that you had or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the law of any other jurisdiction, to the full extent that you may lawfully waive all such rights pertaining to the subject matter of this FBA Service Terms.
F-12 Disclaimer.
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE BUSINESS SOLUTIONS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
F-13 Effect of Termination.
Following any termination of the Business Solutions Agreement or these FBA Service Terms, we will, as directed by you, return to you or dispose of the Units as provided in Section F-7. If you fail to direct us to return or dispose of the Units within ninety (90) days after termination, then we may elect to return and/or dispose of the Units in whole or in part, as provided in Section F-7, and you will be deemed to have consented to this. Upon any termination of these FBA Service Terms, all rights and obligations of the parties under these FBA Service Terms will be extinguished, except that the rights and obligations of the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-11, F-12 and F-13 with respect to Units received or stored by PashaTV Pashatv.com Marzzotti, LLC as of the date of termination will survive the termination.
F-14 Tax Matters.
You understand and acknowledge that storing Units at our fulfillment centers may create tax nexus for you in the state(s) in which your Units are stored, and you will be solely responsible for any taxes owed as a result of such storage. If any Foreign Shipment Taxes or Your Taxes are assessed against us as a result of performing services for you in connection with the FBA Program or otherwise pursuant to these FBA Service Terms, you will be responsible for such Foreign Shipment Taxes and Your Taxes and you will indemnify and hold PashaTV Pashatv.com Marzzotti, LLC harmless from such Foreign Shipment Taxes and Your Taxes as provided in Section F-11.1 of these FBA Service Terms.
F-15 Additional Representation.
In addition to your representations and warranties in Section 3.1 of the Business Solutions Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these FBA Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labeling and other requirements required by law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Units will strictly adhere to all applicable laws of Your Elected Country, its territories and all other countries where Units are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours and minimum ages of workers; and (f) that all Foreign-Eligible Products (i) can be lawfully exported from Your Elected Country or the United States, as applicable, without any license or other authorization, and (ii) can be lawfully imported into, and comply with all applicable Laws of, any Eligible Country.
FBA Definitions
"PashaTV Pashatv.com Marzzotti, LLC Fulfillment Units" means Units fulfilled using FBA that are sold through the PashaTV Pashatv.com Marzzotti, LLC Site. For avoidance of doubt, if you have successfully registered for both the FBA and Selling on PashaTV Pashatv.com Marzzotti, LLC Services, then the term "PashaTV Pashatv.com Marzzotti, LLC Fulfillment Units" and the defined term "PashaTV Pashatv.com Marzzotti, LLC Fulfilled Products" in the Selling on PashaTV Pashatv.com Marzzotti, LLC Service Terms both refer to the same items.
"Basic Fulfillment Units" has the meaning in Section F-2.
"FBA Excluded Product" means any Unit that: (a) is an Excluded Product, or is otherwise prohibited by the Program Policies; (b) is greater than 144 inches by 96 inches, or weighs more than 2500 pounds; (c) may result in a shipment that PashaTV Pashatv.com Marzzotti, LLC reasonably designates as requiring LTL carrier handling; (d) is a liquid item in packaging containing greater than 32 fluid ounces or not having secure, sturdy closures that can withstand the stress of direct to customer fulfillment; (e) consists of pellets and granular items that are not packaged in leak-proof containers that can withstand the vigorous shake and drop test (drop from a height of four feet); (f) is a dated product; (g) is a sharp product that is not packaged so that blade points are not exposed at any point throughout the fulfillment process; (h) is a live animal of any kind; (i) is a plant that is not permitted for sale in all U.S. jurisdictions or is not double packaged to discourage infestation by pests; (j) is a food or beverage item; (k) is regulated as a hazardous material by the U.S. Department of Transportation; (l) is regulated by the U.S. Drug Enforcement Agency as a controlled substance or listed chemical or contains ephedra or any derivate thereof; (m) is an adornment or ornament intended to be worn on the body, including bracelets, necklaces, anklets, watches, watch bands, pins, earrings or rings, that has a value in excess of $500; or (n) is subject to a product recall or cannot be lawfully sold and distributed in all 50 states.
"Foreign Address" means any mailing address that is not: (a) within the fifty states of the United States or Puerto Rico; or (b) an APO/FPO address.
"Fulfillment Request" means a request that you submit to us in (accordance with the standard methods for submission prescribed by us) to fulfill one or more Basic Fulfillment Units.
"Sellable Unit" means a Unit that is not an Unsuitable Unit.
"Seller Agreement" means the Selling on PashaTV Pashatv.com Marzzotti, LLC Service Terms, the Merchants@ Program Agreement, the Marketplace Participation Agreement, any successor to any of these agreements, or any other similar agreement (as determined by PashaTV Pashatv.com Marzzotti, LLC) between you and us that permits you to list and sell products via the PashaTV Pashatv.com Marzzotti, LLC Site.
"Shipping Information" means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.
"Unit" means a unit of Your Product that you deliver to PashaTV Pashatv.com Marzzotti, LLC in connection with the FBA Program.
"Unsuitable Unit" means a Unit: (a) that is defective, damaged, or lacking required label(s); (b) the labels for which were not properly registered with PashaTV Pashatv.com Marzzotti, LLC before shipment or do not match the Seller Product that was registered; (c) that is an FBA Excluded Product or does not comply with this Business Solutions Agreement (including applicable Program Policies); or (d) that PashaTV Pashatv.com Marzzotti, LLC determines is otherwise unsuitable.
