influencer guidelines

Benefits

Requirements

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*By submitting this form you agree to our terms and conditions.

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Souler Supplier Terms and Conditions 

This Agreement (“Agreement“) is made by and between Souler Inc (“Retailer“), with its principal offices located at PO BOX 249 Stockbridge, MA 01262 and the Seller providing Products for sale through the Retailer Marketplace (“Seller“). Souler provides e-commerce services to Seller and and operates a marketplace at on behalf of Influencers (“Influencer”). 

  1. Definitions. The following definitions apply to this Agreement: 
  2. Customer” means a consumer who purchases from the Retailer and places an Order. b. “Transaction Information” means any information relating to Orders, and any other data or 

information acquired by Seller from Retailer, or otherwise as a result of the Agreement. c. “Order” means an order placed by a Customer through the Retailer for one or more Products. d. “Payments” shall have the meaning set forth in Section 3 e. “Product(s)” means all of the products offered, sold or provided by Seller on Retailer’s site. f. “Product Data” means, with respect to Products, the following: product description, brand or source, shipping origination, model, weight, in-stock or availability status, dimensions and other shipping specifications, images, shipping and handling information, warranties, disclaimers, returns and exchange policies, warnings (including for example and without limitation any California Proposition 65 warnings applicable to California residents), notices, labels, and any other Product-related information reasonably requested by Retailer. g. RevCascade” means the online portal provided by the Retailer’s vendor to enable Seller to communicate and process transactions with Customers. h. “Post” means a promotion of a product or products by an Influencer where by the influencer has created new content with a product or products and has made this new content public of the Souler.com retail site.

  1. Seller Information; Product Data and Product Listings 
  2. Influencer in its sole discretion will determine which Products Seller will be allowed to sell on the the Influencer’s Souler site. Seller will use the RevCascade Platform to submit Product Data for all Products it wishes to sell under this Agreement. RevCascade may make available to Seller the RevCascade API for use in submitting Product. b. Product Data Seller will provide accurate and complete Product Data for all Products, and ensure that any such Product Data is promptly updated so that such information remains at all times accurate and complete. c. Seller will ensure that the Products and Product Listing Materials comply with all applicable laws and do not contain any fraudulent, misleading, defamatory or obscene materials. Notwithstanding anything to the contrary in this Agreement, the Product Data for each Product Listing shall meet all the requirements of this Agreement, including the minimum warranty period d. Prohibited Products. All Products and Product Listing Materials must comply with the Prohibited Products Policy. Seller agrees that multiple violations of the Prohibited Products Policy will result in the suspension or termination of its account and this Agreement. Without limiting any other provision in this Agreement, Seller agrees to be strictly liable for any Products that violate the intellectual property rights of a third party. 
  3. Product Samples
  4. Influencers who have been approved by the Seller from time to time will ask the Seller for a sample of a product or products that they wish to represent, promote and sell. b. The Retailer will facilitate this request from the Influencer via email or other technological means to the Seller. c. The Seller has the right to approve or deny the request for the sample. d. Samples sent to Influencers by the Seller will be sent at the Seller’s expense and those products with a value under $500 will not be required to be sent back by the influencer, products over the value of $500 can be requested to be sent back by the Seller provided the requirement is made clear at the time of the request and a prepaid return label is provided to the Influencer. d. Influencers receiving a sample from the Seller are required to make a post on the Souler.com website and promote the post on their social channel where they have the most significant following. e. If the influencer fails to make a post, the Retailer will reimburse the Seller for the wholesale value of the product.

 

  1. Seller / Influencer Direct Campaigns
  2. It is the Retailers intent to bring both Sellers and influencers together via the Retailer’s platform and other Retailer sponsored events.  b. In the event that both the Seller and Influencer establish a relationship and contract to conduct an advertising campaign outside of the Retailer’s platform, the Retailer is entitled to 20% of the contract value.  Failure to notify Retailer of the contract and remittance of the entitled fees will result if the termination and removal of the Seller’s product listings.    
  3. Payments/Transaction Fees/Referral Fees 
  4. Retailer Payment System. All Customer payments for Orders (“Payments“) will be remitted to Retailer. Retailer will assume all risk of credit card fraud (i.e., fraudulent purchase arising from the theft or unauthorized use of a third party’s credit card information) occurring in connection with any Orders. b. Retailer will pay Seller 65% revenue share, less sales tax and shipping fees. c. Retailer will provide payment to Seller once per month, with commission and fees deducted. d. Payment Disputes. Seller will be deemed to have accepted the accuracy of any payment made by Retailer hereunder unless Seller notifies Retailer of a dispute by email no later than 60 days after the date of the applicable Payment by Retailer to Seller. e. Taxes and Fees. Each party will be responsible for paying all applicable taxes based on any income or revenue received by it as a result of any transactions covered by this Agreement. Seller is solely responsible for the payment of any Regulatory Fees associated with any Order and expressly acknowledges and agrees that Retailer will not impose any Regulatory Fees on any Customer. f. Seller acknowledges and agrees that the Retailer has not provided Seller with any legal advice in general or tax advice in particular in connection with this Agreement. Seller has sought its own tax advice from qualified tax and financial advisors regarding the tax implications of this Agreement and the transactions contemplated hereunder. 
  5. Order Processing/Fulfillment/Shipping 
  6. Product Inventory. Seller will keep all Product stock quantity information up to date via 

RevCascade at all times. b. Seller must accept and fulfill all Orders that are properly placed under this Agreement. Seller will be solely responsible for, and bears all risk and liability for, sourcing, storing, selling, fulfilling and delivering Products to Customers. Retailer requires all shipments to be processed within 2 business days. c. Packing Materials. Seller shall include (i ) in each Product shipment (A) the packing slip generated by RevCascade for such shipment and (B) a Retailer packing slip generated by RevCascade d. Shipment and Delivery. For all Orders Seller will:  i. Process Orders through RevCascade and ship all ordered Products within the lead-time indicated by the Retailer ii. Promptly enter proof of shipment and tracking information in RevCascade iii. Deliver Products to the Customers and will ensure that all such Products are shipped without any undue delay or damage; iv. Ensure that Products are packed for safe transit across U.S. and roadworthy for transit using general truckers, including but not limited to ensuring that original manufacturer packaging is in good condition and intact and replacing or repairing any cracked or broken foam pieces; and v. Use an effective method for protecting fragile items, such as double-boxing or over-boxing, for any Products that are deemed fragile and shipped through carriers that use manual and automated distribution systems, such as UPS. 

  1. Pricing 

Seller is free to determine the price for each Product. Retailer will not sell any Product below the seller’s set price. 

  1. Returns of Product and Warranty 
  2. Orders may be returned by Customers to Seller within 30 days. Retailer will submit return requests through RevCascade. Seller will be responsible for accepting and processing returns, refunds and adjustments for all Orders. Upon a refund request from a customer, Retailer will provide a Return Merchandise Authorization (RMA) number along with other pertinent information to the Customer within 48 hours of the return request. Retailer will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other chargers) or other amounts to be paid by Seller to customers in connection with Orders. All refund (and adjustment) payments will be routed through the Retailer Payment System. b. Replacement of Damaged and Defective Products. Seller will be responsible for refunding or replacing any Product that exhibits any manufacturing defect or is otherwise damaged during transit otherwise agreed to with the Customer, e.g. for a partial refund. Seller will also be responsible for any non-conformity or defect in, or, if applicable, any public or private recall of, any Products, including all costs and expenses associated with notices, inspections, replacements and shipping. Seller will notify Retailer promptly as soon as Seller has knowledge of any applicable public or private recall of any Product. c. Product Warranties. Seller is responsible for satisfying all Product warranty obligations and for fees and expenses arising out of or related to Product returns and warranty services, including shipping and handling costs. d. Product Safety, Testing, Certification and Recalls: Seller shall comply with, and ensure that all 

Product comply with all product safety, testing, and certification requirements under applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, or other requirements, now or hereafter in effect, of any governmental authority of competent jurisdiction (collectively, “Safety Laws”). Seller warrants that the Product does not infringe the any patent or other intellectual property rights of a third party. Seller shall promptly notify Souler in writing of all warnings, disclaimers, or any other similar notices (including, without limitation, any specific formatting or style requirements for such warnings or disclaimers) required by applicable Safety Laws to be posted with respect to Product. Seller is solely responsible for any public or private recall of Product, including all costs and expenses associated with such recall. Supplier shall promptly notify Souler of such recall and shall provide Souler with all information reasonably requested in connection with the recall of any Product. 

  1. Product Disputes 

Seller will be responsible for resolving, in a timely manner, any non-delivery, mis-delivery or delivery of damaged or defective Products, or other Customer complaints through the RevCascade platform. 

  1. Term 

This Agreement will have an initial term of one year, and unless otherwise terminated pursuant to Section 10, will automatically renew for successive one-year terms. 

  1. Termination and Survival 
  2. Either party may terminate this Agreement at any time on 30 days’ written notice. 
  3. Either party may terminate this Agreement immediately on the other party’s material breach of any provision hereof, provided that the non-breaching party provides ten (10) days’ written notice to the breaching party and the breach is not cured within such ten-day period. c. Retailer may terminate this Agreement immediately upon delivery of written notice if it believes the Products or continued activities under this Agreement could cause legal or business liability to the Retailer d. Termination of this Agreement will not relieve the parties of any obligations accrued through the date of such termination. Without limiting the foregoing, any Orders placed prior to termination must be fulfilled by Seller in accordance with the terms of this Agreement that were in effect as of the date of the termination notice. 
  4. Insurance 

Seller, at its sole cost and expense, will maintain in effect at all times during the term of this Agreement, sufficient insurance to cover its obligations and liabilities under this Agreement, which in any event will be no less (in type or coverage limits) as required by law or as is common practice in Seller’s business; provided however, that the limitations of coverage in Seller’s insurance policies will not limit Seller’s indemnification obligations under this Agreement. Such insurance will include, without limitation, commercial general liability, product liability, completed operations, blanket contractual liability, and personal injury and advertising liability. 

 

  1. Control of Site and Intellectual Property 
  2. In the event of Seller’s breach of this Agreement or for any act of fraud, misrepresentation or violation of applicable law, rules or regulations, Retailer reserves the right, in its sole discretion, to remove any Products listed in the Retailer Marketplace, cancel pending orders for Products, require Seller to offer its customers refunds for Products or suspend Seller’s ability to participate in the Retailer Marketplace. Retailer may at its discretion conduct merchandising, marketing, and promotion of the Products, including providing a mechanism for Customers to publicly review and rate Products. b. License. Seller grants Retailer a royalty-free, non-exclusive, worldwide, perpetual right and license to use, reproduce, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise exploit in any manner, any and all Product Listing Materials in connection with the Retailer Marketplace. c. Except as expressly provided herein, neither party will acquire any rights or interest in the other party’s trademarks, trade names, trade dress or other intellectual property, and any goodwill generated therein will inure solely to the benefit of the owner party. Each party reserves all of its rights in and to its trademarks, trade names and trade dress, all graphic images and text contained on such party’s website, and all other intellectual property owned or licensed by such party. d. RevCascade platform Rights. Seller may use the RevCascade platform solely for managing Orders as described in this Agreement. Seller will ensure that all login credentials for RevCascade are kept confidential and are not shared, and Seller will be strictly liable for any actions taken through its RevCascade login. Seller will not (and will not allow anyone else to): (a) rent, lease, copy, provide access to or sublicense RevCascade to a third party; (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the 

RevCascade platform; or (c) publicly disseminate benchmarks or similar performance information in the RevCascade platform. 

  1. Representations & Warranties 

Seller represents and warrants to Retailer that (a) Seller has the requisite power and authority to enter into and carry out the terms of this Agreement, without conflict with any other obligation Seller may have to any other party, and Seller has obtained and will maintain all rights, approvals and consents necessary to perform its obligations and grant all rights and licenses granted to Retailer under this Agreement; (b) Seller has full title to the Products, free and clear of all liens, charges and other encumbrances; (c) all Products are new and unused (not refurbished or seconds), authentic (not knock-offs, pirated or counterfeit), and comply with the Prohibited Products Policy; (d) all Products are fit for their intended purpose and conform to the Product Data submitted by Seller; (e) all Products have been and will be manufactured, packaged, shipped, stored and labeled in accordance with the terms of this Agreement and all applicable industry standards, laws, rules and regulations (“Laws“), including those related to import, export, health, safety and consumer protection (by way of example, DOT, OSHA, WERC, FTC, USDA and FDA requirements), and Seller will otherwise ensure that Seller, the Products and Product Data comply with all Laws (including without limitation any California Proposition 65 warnings applicable to California residents and similar laws); and (f) the Product Data will not contain any harmful, fraudulent, misleading, defamatory or obscene content, nor will the Product Data infringe or misappropriate any intellectual property rights, rights of privacy or publicity or any other proprietary rights of any third party. 

  1. Disclaimer 

THE REVCASCADE PLATFORM AND ALL RELATED FEATURES, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AS A USER OF REVCASCADE PLATFORM, SELLER IS USING THE REVCASCADE PLATFORM AT ITS OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, REVCASCADE AND ITS AFFILIATES AND SUPPLIERS WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THE REVCASCADE PLATFORM 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. REVCASCADE DOES NOT WARRANT THAT THE REVCASCADE PLATFORM WILL MEET SELLER’S REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND BOTH REVCASCADE AND THE RETAILER 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. 

  1. Indemnification 

Seller agrees to indemnify, defend, and hold harmless the Retailer and their respective directors, officers, employees, contractors, agents and representatives (the “Indemnified Parties“), from and against any and all losses, damages, liabilities, penalties, costs of settlement and expenses (including, without limitation, reasonable attorneys’ fees and expenses) arising from any third- party claims, suits, proceedings, demands or causes of action (including, without limitation, governmental actions) 

(collectively, “Losses“) arising out of, resulting from, or relating to (i ) any death, bodily injury or property damage occurring or alleged to have occurred as a result of any Products provided by Seller, (ii ) the presence, absence, or content of any warranties, statements, instructions for use or warnings on the label(s), boxes, inserts or other packaging for the Products or directions for use or application provided or approved by Seller, (iii ) any act or omission of Seller, or the employees, contractors, agents or representatives of Seller, in the advertising or furnishing of Product or in the performance of services under any Order, including any warranty service, (iv ) any actual or alleged infringement by Seller Product Listing Materials or Products of any intellectual property right or right of privacy or publicity or other personal or proprietary right of any third party, (v ) any violation of applicable law by Seller, or the employees, contractors, agents or representatives of Seller, and (vi ) the Product Data and Product Listing Materials. Notwithstanding the foregoing, Seller shall not have any obligation or liability to Retailer under this Section 14 to the extent any such Losses arise from any breach of contract, gross negligence or willful misconduct by Retailer. 

  1. Limitation of Liability 

RETAILER WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS,) COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY SELLER OR LOST OR CANCELED ORDERS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, RETAILER’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY RETAILER TO SELLER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING A CLAIM FOR DAMAGES. 

  1. Confidentiality 

Retailer may provide Seller with certain information that is confidential or proprietary (“Confidential Information“). Seller will (i ) use Confidential Information solely as necessary to fulfill its obligations under this Agreement and (ii ) not disclose Confidential Information to any third parties, other than Seller’s employees, agents and advisors with a need to know and for whom Seller agrees to remain strictly responsible under this Agreement. Seller agrees that all Confidential Information will remain Retailer’s exclusive property and Seller will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. 

  1. Seller Conduct 

Seller agrees to comply at all times with the Seller Guidelines, which are hereby incorporated into this 

Agreement. Seller will not, directly or indirectly: 

  1. Disclose or convey any Retailer Transaction Information (except Seller may disclose this 

information as necessary for Seller to perform its obligations under this Agreement); b. Use any Retailer Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with Retailer’s or Seller’s privacy policies or applicable Law. 

All such Seller restrictions on the use of Retailer Transaction Information shall survive expiration or 

termination of this Agreement. 

 

  1. Force Majeure 

Retailer will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond Retailer’s reasonable control, including without limitation, hardware failure, interruptions or failure of the Internet or third-party network connections. 

Agree