Welcome to The Good Trends. The Good Trends is a platform provided by Shopper Run Inc. (“Shopper Run”) where certain brands can sell and promote their products (the “Sellers” or “you”) and buyers can purchase such products in bulk for resale at their brick and mortar locations (the “Buyers”).
Term: Shopper Run and Seller agree that the term of the Agreement shall remain in effect until terminated by either party as set forth below.
Cancellation: If Shopper Run or Seller is not satisfied with the program defined by this Agreement, and the results thereof, either party may terminate this agreement by providing a written notice to the other aforementioned party at any time.
Agreement to resale: The Seller acknowledges and appoints the Shopper Run as an official licensed distributor and reseller for Seller’s products in all states [and territories] of the United States of America.
Seller's Role: Seller will provide product fulfillment for all sales obtained by Shopper Run in regards to any products listed on Shopper RunWebsite or Services by Seller. Seller is not involved in the actual transaction between the Shopper Runand the Buyer. Seller is not the agent of either the Shopper Run or the Buyer.
Trademark License and Marketing Materials. Subject to the terms and conditions of this Agreement, Seller grants to Shopper Run a non-exclusive, non-transferable, royalty-free license to use, copy, reproduce and distribute any marketing materials provided by Seller under this Agreement (the “Marketing Materials”) and to use any trademarks, service marks, logos and trade names of Seller included in or on such Marketing Materials (the “Seller Marks”), solely in connection with marketing and reselling the Seller’s products in the United States. The Good Trends agrees to reproduce any Seller Marks or other proprietary notices on any Marketing Materials copied, reproduced or distributed by The Good Trends. Promptly upon notice from Seller, The Good Trends will suspend or modify its use of the Marketing Materials (and The Seller Marks) if Seller determines that The Good Trends’ use of the same does not comply with this Agreement and with Seller’s then-current trademark usage policies.
Listing Information: Seller is responsible for the accuracy and content of the listing and items offered via Shopper Run Properties. Seller’s listing may not be immediately searchable by keyword or category for several hours. The Good Trends strives to create a marketplace where Buyers can find what they are looking for. Therefore, the appearance or placement of listing in search and browse results will depend on a variety of factors, including, but not limited to: (i) a Buyer’s location, search query, browsing sites, and history; (ii) an item’s location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the Buyer’s query; (iii) Seller’s history, Seller rating and feedback; and (iv) the number of listings matching the Buyer’s query. To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the Buyer.
Shipments: Seller will aim to fulfill shipments in less than 3 business days after order placement in a shipping container fitting for the safety of product transportation. For each order, tracking number should be shared with the Shopper Run ahead of invoicing.
Inventory: Seller will provide transparency in terms of inventory available for the sales either through Shopper Run's online platform or through the Ecommerce POS integration. Repeated out of stock will lead to reduced visibility on The Good Trends Properties.
Shelf life: Seller will always aim to supply products with at least 75% of its maximum shelf life to allow Buyers to sell the product. Supplying below this shelf life can result in termination of this Agreement.
Fees and Charges: Seller will provide The Good Trends with a detailed listing of all items shown in the photos along with, but not limited to, the price they will be charged for each item, shipping amounts and any and all other charges which may be due in affiliation with each item. Seller will also provide Shopper Run with the suggested retail price. Shopper Run will pay all fees and charges incurred with each item shipped by the Seller directly to the Buyer. The Good Trends will charge Buyers on average a 15% commission on transactions value. The price the Shopper Run charges for each item will be left solely to the The Good Trends’ discretion.
Billing and payment terms: Payment terms will be End of Month and all payments for shipped orders (with tracking number) will be deposited into the Seller account no later than the 3rd day of each month.
Sales and Tax: Shopper Run agrees that it is the sole responsibility of Shopper Run to collect, report, and remit all taxes to the correct tax authority for all business transactions, sales or revenue stemming from the sales of the Seller’s products. Shopper Run further agrees that Seller is not obligated to determine whether a sales tax applies and is not responsible to collect, report, or remit any tax information arising from any transaction involving the images or photos provided.
Return policy: Product returns will be managed by the Shopper Run for all products delivered in sellable state. Seller should monitor their return rates in their dashboard in order not to lose visibility to the The Good Trends’ Buyer.
Bad address: If reshipping is required due to a bad address, Seller may charge Shopper Run a re-shipping charge equal to the original shipping charge added to the Shopper Run’ account.
Non-Payment: Seller is not responsible for any payment problems between Shopper Run and the Buyer.
Compliance with Laws.
General. Seller represents and certifies that: (i) Seller and any and all products to be sold through Shopper Run Properties will fully comply with all applicable laws, ordinances, regulations, licenses and permits of or issued by any federal, state or local government entity, agency or instrumentality applicable to its responsibilities hereunder, including but not limited to, the Food Safety Modernization Act (21 U.S.C. § 2201, et. seq.), the Federal Food, Drug and Cosmetic Act (21 U.S.C. § 301, et seq.), the Sanitary Food Transportation Act (49 U.S.C. § 5701, et seq.), the U.S. Food and Drug Administration’s Final Rule on the Sanitary Transportation of Human and Animal Food (21 C.F.R. § 1.900, et seq.) and all applicable U.S. Department of Agriculture and Food Safety and Inspection Service regulations, and (ii) all products shipped by Seller will be in saleable condition at the time of shipping. “Expiration dates” and/or “Shelf life” dates will vary from product to product.
Food Certifications and Labels. Seller will comply with all food certification procedures and regulations. In connection with any organic products, Seller shall take all such actions as required by any federally recognized certifying organization (or as required by law) in order for such Products to be certified as organic, including, without limitation, the maintenance of any required documentation and the taking of the necessary precautions to prevent Product compromise. Seller shall provide all documentation relating to the foregoing to The Good Trends upon its request.
General Seller Indemnity. Seller shall indemnify, defend and hold harmless Shopper Run and its parent, subsidiaries and affiliates, together with their stockholders, general and limited partners, members, managers, directors, officers, employees, agents, representatives, successors and assigns from and against any and all demands, claims, liabilities, losses, judgments, settlements, penalties, costs, expenses, fees (including reasonable fees of any attorneys, consultants or experts), interest, liens, encumbrances, causes of action, damages of any kind and any other obligations (together “Liabilities”) arising out of, relating to or otherwise based upon (i) any actual or alleged violation by Seller of any federal, state or local law, including any statute, ordinance, administrative order, rule or regulation; (ii) any negligence or willful misconduct of Seller or any of its employees or agents; (iii) the breach of any term of this Agreement; and (iv) any product recall, withdrawal or safety notice initiated as a result of a request by a government agency, local health authority or consumer protection agency or court action because of or resulting from a condition which existed at the time of delivery of the product to the Buyer.
In the absence of a recall, safety notice, or third-party claim, if Seller has shipped products which are non conforming due to failure of the products to comply with any applicable federal or state laws or regulations, including but not limited to applicable environmental, safety, health labeling and/or hazardous materials laws, The Good Trends sole remedy, and Seller's sole obligation, shall be for Seller to provide conforming products at Seller's sole expense.
The Good Trends Indemnity. Shopper Run shall indemnify, defend and hold harmless Seller from and against any and all Liabilities arising out of, relating to or otherwise based upon (i) any actual or alleged violation by The Good Trends of any federal, state or local law, including any statute, ordinance, administrative order, rule or regulation; (ii) any negligence or willful misconduct of The Good Trends or any of its employees or agents; and (iii) the breach of any term of this Agreement.
Product Liability and Third Party Claims. Seller agrees to indemnify, defend and hold harmless Shopper Run, and its parent and affiliates, together with their stockholders, general and limited partners, members, managers, directors, officers, employees, agents, representatives, successors and assigns for any and all Liabilities (including but not limited to, personal injury, illness or death of any person), against any and all Liabilities arising out of, relating to or otherwise based upon the handling, shipment, delivery, condition of, consumption or use of any product, without regard to any negligence by Seller related to such product, except where the loss is determined to have arisen from the negligence of Seller, including but not limited to (i) actual or alleged injury to any person, or any other damage or loss alleged to have resulted from the product, including the Product having been adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act or other applicable law or regulation; (ii) actual or alleged violation of any applicable federal, state or local laws relating to the Product, including any label, packaging or invoice associated with the Product; and (iii) an actual or alleged defect involving the packaging, labeling, packing, shipping and/or invoicing of the product.
Product Recalls. Seller agrees that if Shopper Run, Seller, any government agency, local health authority, consumer protection agency or court of competent jurisdiction determines that any Seller products are misbranded, adulterated, or otherwise fail to comply with an applicable law, including, but not limited to, the Food Safety Modernization Act (21 U.S.C. § 2201, et. seq.), the Federal Food, Drug and Cosmetic Act (21 U.S.C. § 301, et seq.), the Sanitary Food Transportation Act (49 U.S.C. § 5701, et seq.), the U.S. Food and Drug Administration’s Final Rule on the Sanitary Transportation of Human and Animal Food (21 C.F.R. § 1.900, et seq.) and all applicable U.S. Department of Agriculture and Food Safety and Inspection Service regulations, and a recall, withdrawal or other corrective action campaign is necessary, either Party may implement such recall, withdrawal or corrective action campaign. In the event a Seller product is the subject of a recall (which includes safety notices) or other action required to bring the product into compliance with applicable laws, Seller shall be responsible for all costs and expenses related to recalling and replacing any such products. Where applicable, Seller shall pay all reasonable costs and expenses associated with determining whether a recall, withdrawal or other corrective action campaign is necessary.
Infringement or Misappropriation. In the event a Claim is made against Shopper Run by a third party alleging infringement or misappropriation of any patent, trademark, trade name, trade dress, copyright, trade secret or other proprietary right in connection with the Product, Seller’s sole obligation hereunder will be to assign to Shopper Run any rights Seller may have against the manufacturer of the Product.
LIMITATION OF LIABILITY. SELLER UNDERSTANDS AND AGREES THAT IN NO EVENT SHALL THE GOOD TRENDS BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE GOOD TRENDS PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, OR FOR (ii) ANY LOSS OR DAMAGE, DIRECTLY OR INDIRECTLY, ARISING FROM THE SALE AND/OR USE OF THE PRODUCTS, AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, UNDER NO CIRCUMSTANCES SHALL THE GOOD TRENDS BE LIABLE FOR INCIDENTAL, SPECIAL AND/OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO SELLER, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO SELLER, AND SELLER MIGHT HAVE ADDITIONAL RIGHTS.
Severability: If any provisions or sections of this agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision or section shall be deemed severed from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.