Merchant Program - Terms and Conditions
Terms and Conditions
Welcome to the Little Proud Kid Marketplace (the "Site") and our selling services, Little Proud Kid Merchant Program ™ (the "Services"). Any person who wants to access the Site and use the Services to sell items must accept the terms and conditions of this Participation Agreement without change. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.
Little Proud Kid LLC ("Little Proud Kid," "we," "us," and "our") reserves the right to change any of the terms and conditions contained in this Participation Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Participation Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING LITTLE PROUD KID'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.
- Eligibility.Use of the Site and Services is limited to parties that lawfully can enter and form contracts under applicable law. For example, minors are not allowed to use the Services. To register, you must provide your real name, address, phone number, e-mail address, and valid credit card information. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for the Services within such country; (b) you have all requisite right, power and authority to enter into this Participation Agreement and perform your obligations hereunder; and (c) any information provided or made available by you or your affiliates to Little Proud Kid, LLC or its affiliates is at all times accurate and complete.
- Commission and Payment Terms. Each sales through the Little Proud Kid Marketplace will be subject to a commission of 15%-20% unless otherwise communicated between approved personnel to Merchant in writing. Commission will be applied to the sales price of each product (not to include tax and shipping) and automatically the balance paid by customer will be deposited into the Merchant’s Paypal account. PayPal is our supported method of paying out merchants. Merchants are required to set up a Paypal account for which they authorize Little Proud Kid, LLC to use for the purposes of depositing payments received for the Merchant’s respective product. Applicable payments will be deposited between 24-48 hours of a fully executed sale of Merchant’s product.
- Applicable Policies and Guidelines.You agree to abide by the procedures and guidelines--contained in the Little Proud Kid Merchant Program - we may change these program details and guidelines in the future, and such changes will be effective immediately upon posting without notice to you.
You should refer regularly to Little Proud Kid Merchant Program outline to understand the current procedures and guidelines for participating and to be sure that the items you offer for sale can be sold on the Site. You will comply with any instructions from the manufacturer, distributor and/or licensor of a product regarding Street Date for Delivery (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which such product should not be delivered or otherwise made available to customers) or the Street Date for Disclosure (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly).
Since we may actively market Merchant products via Little Proud Kid LLC social media pages, we require Merchants to follow Little Proud Kid social media pages where applicable to remain eligible in the Merchant Program.
- Little Proud Kid’s Role.Little Proud Kid provides a platform for third-party sellers ("Sellers") and buyers ("Buyers") to negotiate and complete transactions. Little Proud Kid, LLC is not involved in the actual transaction between Sellers and Buyers, except as set out in Section 5.
As a Seller, you may list only approved items on the Site unless it is prohibited by law. Changes made to items after approval process is subject to termination of participation in the Merchant program if it is deemed different from originally approved item. Without limitation, you may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is up to the Seller to accurately describe the item for sale. As a Seller, you use the Site and the Services at your own risk.
- The Transaction Processing Service.By registering for or using the Services, you authorize Little Proud Kid, LLC to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions (as defined below), receiving and holding Sales Proceeds (as defined below) on your behalf, remitting Sales Proceeds to your Paypal account on file, and paying Little Proud Kid, LLC and its affiliates agreed upon commission in accordance with this Participation Agreement or other agreements you may have with Little Proud Kid, LLC or its affiliates (collectively, the "Transaction Processing Service"). "Sales Proceeds" means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, but excluding any taxes separately stated and charged. "Your Transaction" means any sale of your items through the Site.
As used in this Section 5, "we," "us" and "our" mean Little Proud Kid, LLC. Notwithstanding anything to the contrary in this Participation Agreement, Little Proud Kid, LLC may in its discretion perform the Transaction Processing Services
- Sales Proceeds can be credited only to Paypal accounts in the United States or any other country shown as supported by our standard functionality and enabled for your account (which functionality may be modified or discontinued by us at any time without notice), or used to purchase Little Proud Kid, LLC.com gift certificates (to the extent permitted by Little Proud Kid, LLC).
- As a security measure, we or our affiliates may, but are not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. Neither we nor our affiliates will be liable to Seller: (i) if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us or our affiliates for a security reason, or (ii) if we or our affiliates permit a Buyer to withdraw from a transaction because the Transaction Processing Service is unavailable following the commencement of a transaction.
- If we or our affiliates reasonably conclude based on information available to us or our affiliates that Seller's actions and/or performance in connection with the Services may result in Buyer 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 in connection with the Services or this Participation Agreement until the completion of any investigation(s) regarding any Seller actions and/or performance in connection with this Participation Agreement. We will not be liable to Seller if we act in accordance with the provisions of this Section.
- All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by us or Little Proud Kid, LLC. We will send notices to Seller at the e-mail address maintained in our or Little Proud Kid, LLC's records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us or Little Proud Kid, LLC. Seller will send notices to us at email@example.com
- Little Proud Kid, LLC Reservation of Rights.Little Proud Kid, LLC retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, 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. 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 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 this Participation Agreement) that has been charged for an order that we stop or cancel.
- Your Obligation.By entering into this Participation Agreement and posting a listing for fixed price sale, you agree to complete the transaction as described by this Participation Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
- Seller Taxes. You agree that it is the Seller's responsibility to determine whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority, and that Little Proud Kid, LLC is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction, except to the extent Little Proud Kid, LLC expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by Little Proud Kid, LLC and used by Seller. "Seller Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption 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 the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.
- Returns and Refunds. You will accept and process returns, refunds and adjustments in accordance with this Participation Agreement and the Little Proud Kid, LLC return policies published on the Site at the time of the applicable order, and we may inform customers that these policies apply to your products.
Commission to Little Proud Kid on products sold is non-refundable.
Subject to Section 5.d., 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 Buyers in connection with Your Transactions, using functionality we enable for your account, and will route all such payments directly to customer. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Little Proud Kid, LLC return policies and as required by law, and in no case later than thirty (30) days after the obligation arises.
- Password Security.Your password may be used only to access the Site, use the Services, electronically sign 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) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.
- Compliance with Laws; Fraud or Illegal Activity.The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Little Proud Kid, LLC will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
- Investigation.Little Proud Kid, LLC has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. Little Proud Kid, LLC also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. Little Proud Kid, LLC reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.
- Disclosure of Information.Little Proud Kid, LLC reserve the right to report any activity that either of them suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Little Proud Kid, LLC's systems and customers, or to ensure the integrity and operation of Little Proud Kid, LLC's business and systems, Little Proud Kid, LLC may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.
- Privacy; Use of Little Proud Kid, LLC Transaction Information.
- Little Proud Kid, LLC and its affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any "Customer Communication Preferences" (or similar preferences or requests) you may have indicated on the Site or by any other means. When you use the Services, some personally identifiable information about you, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by potential buyers.
- You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your affiliates from Little Proud Kid, LLC or its affiliates (or otherwise) as a result of the Participation Agreement, the transactions contemplated hereby or the parties' performance hereunder (collectively, "Little Proud Kid, LLC Transaction Information"), except you may disclose this information as necessary for you to perform your obligations under this Participation Agreement, 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. The terms of this Section 14.b. do not prevent you from using other information that you obtain separately from the Little Proud Kid, LLC Transaction Information, even if such information is identical to Little Proud Kid, LLC Transaction Information, provided that you do not target communications on the basis of the intended recipient being an Little Proud Kid, LLC.com user.
- No Warranties.THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. NEITHER LITTLE PROUD KID, LLC MAKE ANY OTHER PARTICULAR REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
- THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, TITLE, AND NON-INFRINGEMENT;
- THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
- THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF FIXED PRICE SALE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED;
- ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
- ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF LITTLE PROUD KID, LLC TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LITTLE PROUD KID, LLC DISCLAIM ANY AND ALL SUCH WARRANTIES.
- General Release.BECAUSE LITTLE PROUD KID, LLC IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE LITTLE PROUD KID, LLC (AND THEIR RESPECTIVE 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.
- Indemnity/Limitation of Liability.
- Indemnity and Defense.You will defend, indemnify and hold harmless Little Proud Kid, LLC and each of their affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Participation Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
- Limitation of Liability. LITTLE PROUD KID, LLC WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPATION AGREEMENT, THE SITE, THE SERVICES, THE TRANSACTION PROCESSING SERVICE, THE INABILITY TO USE THE SERVICES OR THE TRANSACTION PROCESSING SERVICE, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
- Applicable Law.The laws of the state of South Carolina govern this Participation Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Each party consents that any dispute or claimrelating in any way to this Participation Agreement or your use of the Services or Transaction Processing Services will be resolved by binding arbitration as described in this paragraph, rather than in court.
- Disputes.Because Little Proud Kid, LLC is not the agent of Seller and is not the agent of Buyer for any purpose, Little Proud Kid, 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. Little Proud Kid, LLC urges Sellers and Buyers to cooperate with each other to resolve such disputes.
- Your Grant.By entering into this Participation Agreement and listing an item, 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 the content you submit to Little Proud Kid, LLC and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) 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 Site or Services); provided further, however, that nothing in this Participation Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, 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). You represent and warrant that you own or otherwise control all of the rights to the content you submit to Little Proud Kid, LLC and its affiliates, and that the use of such materials by Little Proud Kid, LLC and its affiliates will not infringe upon or violate the rights of any third party.
- Termination.Little Proud Kid, LLC, in its sole discretion, may terminate this Participation Agreement, access to the Site or the Services, or any current fixed price sales immediately without notice for any reason. Little Proud Kid, LLC, in its sole discretion, also may prohibit any Seller from listing items for fixed price sales.
- Entire Agreement.This Participation Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notices and Conditions of Use, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
- No Agency; Third-Party Beneficiary.Subject to the first paragraph of Section 5, you and each of Little Proud Kid are independent contractors and nothing in this Participation Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Nothing expressed or mentioned in or implied from this Participation 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 Participation Agreement. This Participation 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 Little Proud Kid, LLC, you, and relying Buyers or Sellers.
- Severability.If any provision of this Participation 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.
- No Waiver. Little Proud Kid, LLC will be considered to have waived any of its rights or remedies described in this Participation Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by Little Proud Kid, LLC in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Little Proud Kid, LLC's failure to enforce the strict performance of any provision of this Participation Agreement will not constitute a waiver of either party's right to subsequently enforce such provision or any other provisions of this Participation Agreement.
We are committed to protecting your privacy. Authorized employees within the company on a need to know basis only use any information collected from individual customers. We constantly review our systems and data to ensure the best possible service to our customers