SERVICE AGREEMENT VENDORS – PRODUCTS
Table of Contents
THIS IS MyLatinStore MARKETPLACE SERVICE AGREEMENT (THE “AGREEMENT”). IT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IT IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND MyLatinStore. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE TERMS OF SERVICES AND POLICIES THAT APPLY FOR THE COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE (“ELECTED COUNTRY”). IF YOU DO NOT AGREE WITH THIS AGREEMENT, PLEASE DO NOT USE THE SITE.
As used in this Agreement, “we,” “us,” and “MyLatinStore” means the applicable MyLatinStore contracting party and any of its applicable affiliates, and “you” or “vendor” means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its affiliates. Capitalized terms have the meanings given to them in this Agreement.
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 the country, state/province or city in which your business is registered and that you are registering for the Service(s) within such country; you have all requisite right, power and authority to enter into this agreement, perform your obligations, and grant the rights, licenses and authorizations in this agreement; (b) any information provided or made available by you or your affiliates to MyLatinStore is at all times accurate and complete; and (c) 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; (d) marketing, commercialization and distribution of products have been purchased with funds proceeding from legal activities and have been introduced to the marketplace in a lawful manner, in strict compliance with the applicable laws and regulations.
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, the elected country may not allow minors to use the services). As part of the application, you must provide us with your (or your business’) legal name, business number, legal representative name, address, phone number and email address. We may at any time cease providing any or all of the services at our sole discretion and without notice.
SERVICE FEE PAYMENTS
You authorize MyLatinStore to act as your agent for purposes of processing payments, refunds and adjustments for your transactions, receiving and holding sales proceeds on your behalf, remitting sales proceeds to your PayPal account, and paying MyLatinStore and its Affiliates amounts you owe in accordance with this agreement or other agreements you may have with MyLatinStore. When a buyer instructs us to pay you, you agree that the buyer authorizes and orders us to commit the buyer’s payment (less any applicable fees or other amounts we may collect under this Agreement) to you. You agree that buyers satisfy their obligations to you for your transactions when we receive the sales proceeds. We will remit funds to you in accordance with this Agreement.
MyLatinStore collects in your name the applicable fees stated below:
– Selling fees When your item sells, MyLatinStore collects the amount paid by the buyer.
Joining and setting up a store on MyLatinStore is easy. You will be charged a yearly $10 membership fee. Then, you will become a member of MyLatinStore. MyLatinStore does not charge fees to list an item for sale. MyLatinStore charges a transaction fee of 12% of the total value of the transaction, excluding value-added taxes and shipping. An additional $0.50 per transaction (the handling fee) will also be charged to the buyer to cover administrative costs. Unless otherwise stated, all fees are quoted in Canadian Dollars (CAD).
You are responsible for all of your expenses in connection with this Agreement. To use a service, you must provide us with a valid email address connected to your PayPal account (conditions for acceptance may be modified or discontinued by us at any time without notice) . You will use only an email you are authorized to use in connection with a service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You acknowledge that PayPal and or/ Stripe will be used as payment gateway(s) to receive fees for the utilization of MyLatinStore. It is your sole responsibility as the account owner to activate and maintain these accounts. You will pay any other applicable fees, including but not limited to fees relating to the processing of transactions under your Account (“Transaction Fees”). For any amounts you owe us, you hereby agree that we may (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you; (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (c) seek such payment or reimbursement from you by any other lawful means. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement or offset from you by deducting from future payments owed to you, or seeking such reimbursement from you by any other lawful means. IF WE DETERMINE THAT YOUR ACTIONS OR PERFORMANCE MAY RESULT IN RETURNS, CHARGEBACKS, CLAIMS, DISPUTES, OR OTHER RISKS, THEN WE MAY AT OUR SOLE DISCRETION WITHHOLD ANY PAYMENTS TO YOU UNTIL THE COMPLETION OF ANY RELATED INVESTIGATION. IF WE DETERMINE THAT YOUR ACCOUNT HAS BEEN USED TO ENGAGE IN DECEPTIVE, FRAUDULENT, OR ILLEGAL ACTIVITY, THEN WE MAY AT OUR SOLE DISCRETION PERMANENTLY WITHHOLD ANY PAYMENTS. As a security measure, we may, but are not required to, impose transaction limits on some or all customers and vendors 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 a MyLatinStore Site or Service is unavailable following the commencement of a transaction. You authorize MyLatinStore or whoever represents its rights in the future, to report, process, request and disclose to any Banking and Financial Entity that handles or manages private or public databases for information, statistical financial control, supervision, management and information consolidation purposes, all the personal economic information and data, including information relative to your commercial and credit behavior.
TERM AND TERMINATION
4.1 Term of Agreement. This agreement commences on the effective date and shall continue until terminated by either Party (the “Term”).
4.2 Termination of Agreement. If either party believes that the other has materially breached any obligations under this Agreement, such party shall notify the breaching party in writing with a detailed description of the breach. The breaching party shall have thirty (30) days from the receipt of notice to use all reasonable means to cure the alleged breach and to notify the non-breaching party in writing that the cure has been effected. If the breach is not cured within the thirty (30) day period, the non-breaching party shall have the right to terminate the Agreement without further notice. Termination is effective by the date of delivery of such a notice.
4.3 Effects of Termination. Upon termination of this agreement, your right to access or use MyLatinStore services immediately ceases, and MyLatinStore shall have no obligation to store, maintain, forward, or otherwise restore any data other than whatever data was previously downloaded by You. The termination of this agreement for any reason shall not affect: (i) obligations of the parties to account for and pay to one another amounts owed under this Agreement for activity that occurred in MyLatinStore marketplace (whether before or after the notice of termination), or (ii) any other right, obligation or liability which either you or MyLatinStore has to the other under this agreement and which, by its nature, would reasonably be expected to survive termination.
TRADEMARKS AND IMAGES
5.1 MyLatinStore in strict compliance with the applicable laws in force and with the legal commercialization of the products that are published and sold through the marketplace, prohibits without exception, from selling, publishing and/or commercializing smuggled, fake, reproduced or copied products that violate third party rights. In that sense, the vendor shall refrain from publishing, selling and commercializing products with falsified brands, products that have an exact or similar reproduction of the sign, image or characteristics of the original product; from manufacturing or publishing a third party brand, copy or imitate the label or packages used as “trademarks”. The making of copies or imitations, without right or authorization, in order to mislead or confuse the consumer by pretending to be the trademark or registered or patented product or the original or genuine product, MyLatinStore will immediately remove said products from MyLatinStore´s Site. MyLatinStore will give immediate notice to the relevant authorities. MyLatinStore reserves the right to request the vendor copy of authorization of distribution or commercialization of certain trademarks as well as other types of documents, such as invoices that confirm the authenticity of the origin of the products. Purchase invoices must have a maximum date of 60 days from the time of purchase and MyLatinStore when necessary will request these.
5.2 The vendor states that it is solely responsible for the images, brands, product description and advertisement, of all products the vendor publishes and sells through vendor Store under the scheme of MyLatinStore marketplace, and also agrees to hand over to MyLatinStore, when it is required, all documentation evidencing the legality of the goods, their origin and their legal importation into the country, and also to have all necessary documentation to prove the legal and valid origin of the products sold through the Marketplace platform MyLatinStore, and that local products have been legally imported or exported. The vendor agrees to hold MyLatinStore harmless from any claims, lawsuits or disputes that might arise against it related to the marketing of their products through the MyLatinStore Marketplace platform, pledging to pay or compensate for any expenses MyLatinStore incurred thereof (including legal fees) for any complaint resulting from the illegality of marketed products, including attorneys’ fees charged with the defense of the case and any related damages.
5.3 The vendor hereby declares that it is engaged, among other things, in the commercialization of products that have been acquired with resources resulting from lawful activities and that these have been introduced to the corresponding territory in a legal manner and in strict compliance with the applicable laws and regulations, being all these products original versions and in compliance with the quality controls established by MyLatinStore Policies and the applicable Law.
ACCESS TO AND USE OF MyLatinStore SERVICES
6.1 Use of MyLatinStore Services. Subject to Your compliance with this Agreement, You may access and use MyLatinStore Services solely for Your own business purposes during the Term of this Agreement. MyLatinStore reserves the right to immediately terminate Your access to MyLatinStore Services if We become aware You are in breach of any obligations.
6.2 Your Responsibilities. You shall be solely responsible for (i) using commercially reasonable efforts to prevent unauthorized access to or use of MyLatinStore Services, and notifying us of any unauthorized access or use, (ii) ensuring that you, your affiliates, your users, and your respondents are accessing and using MyLatinStore only in accordance with this agreement and applicable laws, or (iii) all activity occurring under your user accounts and ensuring that such activity is done so in accordance with all applicable laws, including without limitation, those related to data privacy, international communications, and other age restrictions.
7.1 Availability of MyLatinStore. We will: (i) allow you and the users access to the MyLatinStore services pursuant to this agreement either via MyLatinStore marketplace for as long as You are an Ethical Entrepreneur in good standing on MyLatinStore Marketplace by complying with Your obligations under this agreement, (ii) make technical support available to You, through Our end user support team, at no additional charge, and (iii) use commercially reasonable efforts to make the online MyLatinStore Services available 24 hours a day, 7 days a week in the Public Cloud, except for: (a) downtime for Scheduled Maintenance or emergency maintenance and (b) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, virus, pandemic, flood, fire, earthquake, hurricane, civil unrest, act of terror, strike or other labor problem, or Internet service provider failure or delay.
7.2 Scheduled Maintenance and Emergency Maintenance. MyLatinStore will provide You with at least 7 days advance written notice (e.g., electronic notice to your users either via MyLatinStore Marketplace Interface or email) of any scheduled maintenance, including a maintenance window of time and the approximate length of the scheduled maintenance period.
7.3 Security Measures. In order to protect the integrity and quality of products sold in MyLatinStore Marketplace, MyLatinStore may, without liability and at its sole discretion, suspend or terminate, with or without notice, your access to the MyLatinStore Marketplace by restricting Your User login(s): (i) following or to prevent a possible or actual security breach or cyber-attack on MyLatinStore, (ii) if required by a governmental entity or law enforcement agency.
Purchased items may be subject to applicable taxes in your jurisdiction, which MyLatinStore will collect from buyers on behalf of vendors where obligated to do so, and in the event taxes are collected and MyLtatinStore is legally obligated to do so, remit such taxes to appropriate taxing authority. Note that taxes are not included in the listed price for Items, but will be displayed before confirmation of purchase. Use of credits may modify taxes that apply to a Buyer’s order. Taxes may be estimated based on offers made on Items, but are subject to change if the final sale price is different from the original offer. Taxes are based on several factors, including price, location, and province/state, local, federal, or other applicable rates at time of purchase. Although we may assess taxes upon purchase or sale, you are ultimately responsible for the verification and reporting of any and all applicable taxes to the appropriate tax authorities, including instances where MyLatinStore does not collect taxes on your behalf.
MyLatinStore AND ITS AFFILIATES AND THEIR RESPECTIVE VENDORS AND SUPPLIERS PROVIDE MyLatinStore’S WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. MyLatinStore AND ITS AFFILIATES AND THEIR RESPECTIVE VENDORS AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE, BY YOUR USE OF THIS SITE, THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL MyLatinStore AND ITS AFFILIATES AND THEIR RESPECTIVE VENDORS AND SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF USE, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF OR IN CONNECTION WITH THIS SITE INCLUDING, WITHOUT LIMITATION, (1) THE USE OF OR INABILITY TO USE THIS SITE; (2) ANY CONTENTS OR MATERIALS DOWNLOADED FROM THIS SITE, AND ANY LINKS PROVIDED ON THIS SITE; (3) ANY INACCURACY, ERROR OR OMISSION IN RELATION WITH THE TIPS, ADVICE, GUIDES AND OTHER INFORMATION CONTAINED ON THIS SITE OR IN RELATION WITH ANY DELAY IN THEIR TRANSMISSION OR DELIVERY, (4) ANY WORK INITIATED BY YOU AND BASED ON THE DIRECTIONS CONTAINED ON THIS SITE OR RESULTING DIRECTLY OR INDIRECTLY FROM THE USE OF THE INFORMATION CONTAINED ON THIS SITE; (5) ANY TRANSACTION CONDUCTED ON THIS SITE; AND (4) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
CONFIDENTIALITY AND PUBLICITY.
10.1 Confidentiality and Non-Disclosure. During the Term of this Agreement, each Party may be furnishing certain information (each a “Disclosing Party”) to the other Party (the “Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Your Confidential Information includes the Ethical Entrepreneur Commissions payable by You. Our Confidential Information includes MyLatinStore Services.
10.2 Publicity. You grant us the right to use your company name, logo and images as a reference for marketing or promotional purposes on our website and in other public (e.g. social media) or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as provided to Us. You may send Us an email at email@example.com if you do not want us using your company name, logo or images except as to provide MyLatinStore Services.
BECOMING A VENDOR IN MyLatinStore MARKETPLACE
11.1 Access in the MyLatinStore Marketplace. You will be granted access to the MyLatinStore Marketplace as a vendor after completing the online registration forms, and after agreeing to commercial terms, including vendors’ Commissions, and satisfying all operational and procedural requirements of MyLatinStore.
11.2 Membership. Joining MyLatinstore is easy and offers many benefits for your business including branding exposure, product promotion, and creating more links to your business website. After registering, you will be charged a yearly $10 Membership Fee. This fee is mandatory, non-refundable and will be considered toward our integration and training plan. Then, MyLatinStore’s services are free, but available only to individuals who can form legally binding contracts under applicable law.
11.3 Vendor Commissions Payable by You. When You sell a product to a buyer using MyLatinStore Services, for each transaction completed by one of your respondents you will be charged a fee representing 12% of the total sale as a vendor, excluding value-added taxes and shipping. Unless otherwise stated, all fees are quoted in Canadian Dollars (CAD). This fee will be automatically deducted from the earnings you receive from a sale. The vendor Commissions paid by you are confidential Information (as between you and MyLatinStore).
11.4 Marketplace Activity. In the case of Marketplace Activity, MyLatinStore Marketplace is used by you to sell Products to Buyers. MyLatinStore is counterparty to these transactions, which means MyLatinStore pays you for products sold by you via the MyLatinStore Marketplace. Buyers and vendors do not send or receive invoices from one another for Marketplace Activity. MyLatinStore will receive the whole amount paid by the buyer. After the vendor delivers/ships the order, they can mark the order as shipped. However, only MyLatinStore can complete the order, as this is a multi vendor site. Hence, one order can have products from multiple vendors. So, if a vendor completed their portion of the order, that doesn’t mean another vendor has also completed their portion order. That is why only MyLatinStore can mark the order as complete. MyLatinStore will review completed orders and remit payment to the vendor. Payment may take up to 96 hours from order completion.
11.5 Invoicing and Payment. The vendor is responsible for providing MyLatinStore with correct payment account information (Email connected to a PayPal account) and notifying MyLatinStore via email at firstname.lastname@example.org when updated.
11.6 Binding Sale: All sales are binding. If you, as a vendor, receive a purchase request (order) you are obligated to complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of your listing (such as payment method), or (b) you cannot authenticate the buyer’s identity.
11.7 Listing Description: You must be legally able to sell the item(s) you list for sale on MyLatinStore. You must describe your item and all terms of sale on the listing page of the Site. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All listed items must be listed in an appropriate category. Each listing must accurately and completely describe the item(s) for sale in that listing. If the “in stock” quantity is more than one, all items in that listing must be identical. Each unique item must have its own listing.
11.8 Usage. This site may be used by residents of Canada and/or the United States of America. If you use this Site outside of Canada or the U.S.A., you do so at your own risk and are responsible for complying with all applicable laws and tax regulations.
Vendors will receive orders in the Vendor PortaI. In addition to checking for them throughout the day, the administrator for your account can set up email notifications in the Vendor Portal. Orders are shipped directly by the MyLatinStore vendor. Check the MyLatinStore vendor’s store policy for the shipping policy of the individual vendor. In the event of a conflict between MyLatinStore’s shipping policies and those on a vendor’s policy page, the vendor’s policy page shipping policies shall apply to your orders from that vendor.
12.1 Shipping requirement. You can select the carriers, shipping price and shipping method when you set up your vendor profile in the Vendor Portal. We have different shipping methods available. Orders must be shipped in non-branded packaging, and with the printed label from MyLatinStore where we will have our logo and your logo with a “thank you” message for the buyer. The vendor is responsible for providing adequate packaging.
12.2 Local pickup and home delivery If you offer local delivery or in-store pickup to customers in your area, you can dedicate a section of your store policy page to explain the process specifically for local customers. You can enable local pickup or create distance cost rules in the shipping section of your store.
Your store local pickup example:
“You can skip the shipping fees with free local pickup at [list the locations where in-store pickup is available]. After placing your order and selecting local pickup at checkout, your order will be prepared and ready for pick up within X to X business days. We will send you an email when your order is ready along with instructions. Our in-store pickup hours are [store hours] on [available days of the week]. Please have your order confirmation email with you when you come.”
Your store home delivery example:
“ Free local delivery is available for orders over $X within [area of coverage]. For orders under $X, we charge $X for local delivery. Deliveries are made from [delivery hours] on [available days]. We will contact you via text message with the phone number you provided at checkout to notify you on the day of our arrival.”
12.3 Canada Post and UPS
MyLatinStore currently works with these two companies and buyers can choose to use their services. Shipping charges for the order will be calculated and displayed at checkout.
Some carriers have limitations around shipping to P.O. Boxes. If one of our carriers falls into this group, the vendor should determine their policy and communicate it to the buyer.
The order may be subject to import duties and taxes, which are incurred once a shipment reaches the destination country. MyLatinStore or the Vendor are not responsible for these charges if they are applied and are the buyer’s responsibility as the customer.
12.4 Shipping Charges The total cost for the purchase of any product will include the shipping and handling charges shown on the MyLatinStore invoice. The original shipping fees are non-refundable in the case of a returned product. Those fees are paid for the services provided by and to the original carrier, and will not be refunded to the buyer if the item is returned for a refund to MyLatinStore.
RETURN AND CANCELLATIONS
13.1 Payment Disputes. If the vendor believes any payment or invoice from MyLatinStore is incorrect, the vendor must contact MyLatinStore in writing within 30 days of payment or invoice date, respectively, setting forth the nature and amount of the requested correction directed to email@example.com. Otherwise, all amounts paid or owed are final. MyLatinStore reserves the right to recover any amounts overpaid to You.
13.2 Return. If a buyer would like to return any factory-sealed merchandise after receiving it, for any reason, the buyer would simply contact the vendor and MyLatinStore within 72 hours of receipt. Once the vendor gives the buyer and MyLatinStore approval for the return, the buyer would return the merchandise in the same condition it was sent. The vendor will refund the purchase price to MyLatinStore, less the shipping charges within 7 calendar days. And MyLatinStore will refund the purchase price to the buyer within 7 calendar days. If the return is being made due to a mistake on the vendor’s part, the vendor is responsible for sending the buyer a pre-paid, trackable parcel to return the merchandise. There are no refunds on any food items.
13.3 Lost items. If the item is lost in transit then, unless proven otherwise, the vendor should assume that the contract was ended before both parties have fulfilled their obligations (sending the product and receiving the product). The vendor will provide a refund or deliver the same item within 7 calendar days.
13.4 Cancellation. The buyer must inform the vendor and MyLatinStore if the buyer wishes to cancel the order. Cancellations can only happen before the shipping of the products. If the vendor agrees to the cancellation, the buyer must provide a full refund of the cost of the item and any shipping charges within 7 calendar days to MyLatinStore. Then, MyLatinStore will refund the buyer within 7 calendar days.
14.1 Notice. Except as otherwise specified in this Agreement, all notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be deemed to have been given to a party when delivered personally to such Party or sent to such Party by reputable express courier service (charges prepaid) or mailed to such Party by certified or registered mail, return receipt requested and postage prepaid, to such Party’s address on the Order Form or any other address that such Party has identified as the address for notices by written notice hereunder to the other Party at least 30 days prior to such other Party’s notice.
14.2 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. Any and all disputes arising under this Registration Rights Agreement, whether as to interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of British Columbia and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such province
14.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between You and MyLatinStore.
14.4 Questions. Any questions regarding this Agreement should be directed to firstname.lastname@example.org