Supplier Terms of Service

LEPRIX, INC SUPPLIER TERMS OF SERVICE
Last Updated: March 24,, 2022

Table of Contents

• LEPRIX INC. WHOLESALE TERMS OF SERVICE
• LEPRIX INC. WHOLESALE RETAILER TERMS OF SERVICE
• LEPRIX INC. WHOLESALE SUPPLIER TERMS OF SERVICE

1. Overview

Thank you for your interest in becoming a supplier on LePrix Inc’s, LePrix Wholesale online marketplace, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Supplier Terms of Service (“Supplier Terms”), the terms “LePrix,” “us,” and/or “we” refer to LePrix Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Supplier. These Supplier Terms, along with LePrix’s Terms of Service (“General Terms”) and Privacy Policy, govern your sale of goods as a Supplier through the Services. These Supplier Terms reference and link to various LePrix policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Supplier Terms. You hereby acknowledge and agree to the set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Supplier Terms, the word “include” or “including” means “including, but not limited to”.

2. Key Definitions

• “Supplier” means a seller who offers to sell and/or sells its goods to Retailers through the Services.
• “Retailer” means a buyer who purchases goods through the Services for the purpose of resale.

3. About

LePrix Inc allows third party Suppliers to list and sell their items in LePrix Wholesale marketplace on the Site and Services. Suppliers’ items will be made available for sale on all of our Sites and mobile applications. Retailers and Suppliers must have an account to purchase or sell items on the LePrix Wholesale platform (see Section 3).

LePrix Wholesale Auction: LePrix is not an auction house and does not conduct live auctions. Our service allows Retailers to participate in auctions conducted by the Suppliers. Although LePrix might provide historical pricing data to the Retailer and Supplier, we do not set prices for the items and LePrix is not an auctioneer. We are solely a passive conduit to facilitate communication between you and the Retailer. We reserve the right in our sole and absolute discretion to change some or all of our services at any time. We have no control over the quality, safety, or legality of the items advertised, the truth or accuracy of the listings, or the ability of the Supplier to sell and the ability of Retailers to buy items. We also do not ensure or guarantee that a Retailer or Supplier will complete a transaction. You agree and acknowledge that, in exchange for valuable consideration (including but not limited to the rights to use the Site, use the Services and participate in the Auction). If you use the LePrix Wholesale Auction platform to place an item for a fixed or minimum price, you make a binding offer to conclude a contract for this item at this fixed or minimum price. If a Retailer uses the LePrix Wholesale Auction platform to place a bid offering a fixed or maximum price on your item, the Retailer makes a binding offer to conclude a purchase contract for this item at the won price.

LePrix Stock: Suppliers may list their items with the “buy now” function. If the Retailer uses the “buy now” feature, Retailers contractually agree to pay for items purchased.

In these scenarios the contract is concluded between Retailer and Supplier under the condition that the item is as described by the Supplier.

A further description of the marketplace process and the rules applicable to buyers and sellers is available on our FAQ page, as updated from time to time. While LePrix as the platform provider helps facilitate transactions that are carried out on the LePrix Wholesale platform, LePrix is neither the Retailer nor the Supplier. LePrix provides a venue for Retailers and Suppliers to complete transactions. Accordingly, the contract formed at the completion of a sale for these third party items is solely between the Retailer and Supplier.

4. Account Registration – Supplier Account

Supplier Account. To sell goods through the Services as a Supplier, you must either be invited by LePrix or submit an application to become a seller and be approved by LePrix for an account (“Supplier Account”), as further set forth in the General Terms. By accepting these Supplier Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety) during the Supplier application process (as detailed in the General Terms), you authorize LePrix and its affiliates and payment processors to settle and disburse funds to you and on your behalf. LePrix will use good faith efforts to review your application to become a Supplier as soon as possible. You acknowledge that LePrix is only able to accept a limited number of Suppliers at any given time, and that LePrix is not obligated to accept you as a Supplier. You hereby release LePrix from any liability regarding the acceptance process.

5. Onboarding & Basic Terms

1. Onboarding. LePrix will send you a partnership agreement and/or guidelines and will activate your account once it is finalized and executed. After LePrix’s review and approval of your Supplier Account, LePrix will consult with you on the best way to integrate and publish your items on LePrix Wholesale. You agree to make your best efforts to meet LePrix’s photography standards, provide only authentic items to list and sell, and provide LePrix your very lowest wholesale price. LePrix may ask for additional information as needed. LePrix reserves the right to remove any of your items at any time.
2. Items. As part of the onboarding process, you are to submit to LePrix your wholesale items catalog which may include, but not limited to, the following information: (i) item brand; (ii) item title including the style or model name; (ii) condition per LePrix’s condition grading table; (iii) description including size or measurements, defects, material, color; (iv) your lowest wholesale price; (vi) retail (consumer) price; (vii) and update LePrix if items are active or inactive within one business day.
3. High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your items in accordance with LePrix’s photography guidelines including front, back, sides, bottom, interior, close ups of any defects, straps, etc. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by LePrix, and LePrix will select the best quality and most appropriate photographs for your Shop Page. LePrix reserves the right to reject content that violates LePrix’s guidelines or these Supplier Terms.
4. Shipping Lead Time. You agree to ship your sold items within two business days unless otherwise agreed. You must provide your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. LePrix reserves the right to adjust the shipping lead time, based on actual historical lead times. You must also provide shipping tracking information and expected shipping date once orders are placed.
5. Anonymity. LePrix does not share the identity of Suppliers or Retailers

6. Content License, Representations and Warranties

1. License. You hereby grant to LePrix a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit your Content on, through or by means of the Services and any of LePrix’s advertising, marketing, publicity and other initiatives and events. LePrix does not claim any ownership rights in any of your Content and nothing in these Supplier Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that LePrix may at its option, grant a limited, revocable sublicense to Retailers to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.
2. Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to LePrix the rights in such Content as contemplated under these Terms; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by LePrix or a Retailer of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. LePrix takes no responsibility and assumes no liability, and you hereby release LePrix from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify LePrix per the terms of the Indemnification section herein.

7. Product Listing and Compliance

1. Product Listing. LePrix requires each Supplier to list their entire wholesale catalog, unless otherwise agreed in writing by LePrix, and provide a description for each product. LePrix reserves the right to accept or reject any products and has final discretion as to the content of the final Shop Page. Supplier’s available products will at all times comply with LePrix’s Product Guidelines regarding prohibited products.
2. Maximum List Price. LePrix has a maximum price for products listed on the Services.
3. Product and Content Compliance. All products made available on LePrix, and related Content, must meet LePrix’s Product Guidelines, found here. You acknowledge and agree to: (i) abide by LePrix’s Product Guidelines and to refrain from making available any prohibited products identified in LePrix’s Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including that they are allowed to be sold from your jurisdiction and into the Retailer’s jurisdiction. You acknowledge and agree that LePrix is not responsible for determining whether you meet the above requirements, you hereby release LePrix from any liability with respect thereto and agree to indemnify LePrix as set forth in the Indemnification section set forth below. Failure to comply with LePrix’s Products Guidelines may result in the temporary suspension or permanent termination of your Supplier Account, in our sole discretion.
4. Authenticity. You agree to inspect and authenticate your items before listing them on the Site. You guarantee authenticity of your items and agree to refund the cost of the item and shipping for items deemed inauthentic by LePrix’s third party authenticators.

8. Product Pricing

1. Pricing Consistency. You acknowledge and agree that your prices will be consistent with or lower than all other wholesale and retail channels where your items can be found in the applicable region.
2. Price Audits. You acknowledge and agree that LePrix may perform routine price and content audits of the your items listed on the Site. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Retailers. In the event a discrepancy is found, LePrix may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, LePrix reserves the right to temporarily suspend or permanently terminate your Supplier Account.

9. Title, Returns, Promotions

1. Flash Title. With respect to Suppliers located in the United States, as soon as you accept an order from a Retailer, title to the product(s) in the order passes to LePrix before passing to the Retailer. If the Retailer cancels the order prior to you shipping the order, or if the Retailer cancels the order because you have delayed shipping the order past the expected shipping date, then title passes back to you.
2. Items Not as Described or Inauthentic. For items LePrix deems not as described or if a third party authenticator deems items as inauthentic, then Supplier takes on this return risk, and the returned item will be deducted from your payout for the order unless otherwise agreed in writing.
3. Returned Products. Supplier takes title of any returns by a Retailer, subject to its return policies (not all products are eligible for return). LePrix may, at its option, promote and distribute any returned products through its various redistribution channels. Retailers may purchase these returned products. You acknowledge and agree that LePrix may promote and redistribute such products through LePrix and other avenues. If you do not want your returned products to be re-sold or redistributed by LePrix, you may request a return of your inventory plus shipping, customs and duties (if applicable).

10. Commissions, Placement Fees, and Payout Schedule

1. Acceptance of Terms. By accepting these Supplier Terms, you acknowledge and agree to the commissions, fees, calculations and payout schedule set forth below. You agree and authorize LePrix and/or its payment processors to deduct all commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account.
2. LePrix Commission. Unless otherwise agreed by LePrix in writing, LePrix charges Suppliers a commission (the “Commission”) up to 5% on all orders. If Supplier consistently shares potential Suppliers or Retailers to join LePrix Wholesale and generate sales, the Commission will drop to 1%. The Commission helps cover marketing, sales, and customer services efforts from LePrix on your behalf.
3. Unless otherwise agreed by LePrix in writing, LePrix charges Suppliers a commission (the “Commission”) up to a 5% fee on all orders unless Supplier is integrated by API in which case, the fee may be lowered if approved by LePrix. The Commission helps cover marketing, sales, and customer services efforts from LePrix on your behalf. Calculation. Commissions (including the first order surcharge) are calculated based on the dollar amount of the order total, excluding shipping costs. Any items that a Retailer marks as damaged or missing are deducted from the payout of the order (LePrix does not receive a commission on these items). Payout Schedule. LePrix currently offers two types of payout accounts for Suppliers. (1) US based Suppliers will be paid via Bill.com’s ACH transfer. (2) International Suppliers will be paid by Wire in USD or ACH via if it has a US bank account. Commission can drop to 1% if Supplier gives LePrix Net 15 day terms and 0.5% if Supplier gives LePrix Net 45 day terms. You acknowledge and agree that you are not entitled to any interest or other compensation associated with this type of account. It is anticipated that funds for either payout account will appear within 1 to 3 business days of being processed. LePrix is not responsible for any actions taken by your bank that may result in some or all of the funds not being made available to you. LePrix reserves the right to suspend payouts to your bank account due to pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.

In addition, as set forth below, LePrix will reimburse you for your shipping costs.

11. Shipping - Costs, Lead Times, Shipping Providers, Damaged Goods

1. Shipping Costs. Suppliers have the option to use “Ship with LePrix” for LePrix negotiated discounted shipping rates. LePrix reimburses Suppliers only for shipping costs incurred by Supplier if Supplier chooses to ship on its own account and not with LePrix. Shipping costs will appear on a Retailer’s invoice and shall reflect the actual shipping costs incurred by the Supplier. Shipping costs may not be inflated in any way.
2. Tracking Number. You will be asked by LePrix for, and you agree to provide within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), LePrix will automatically send an email to the Retailer letting them know the order is on its way. Although not required, LePrix recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.
3. Damaged or Missing Goods. As part of your Supplier fee, LePrix will try to resolve issues relating to damaged or missing items in an order from Retailers. LePrix will notify you if a Retailer reports to LePrix directly that a product is damaged or if an order is missing items. LePrix will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release LePrix from any liability with regard thereto. LePrix reserves the right to deduct payouts or charge the bank account associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with LePrix but we reserve the right to reject any dispute/claim created by you about the charge.
4. Shipping Insurance. LePrix strongly recommends that you do so in order to facilitate any shipping disputes you have. Shipping protection may be available.

12. Inventory & Orders

1. Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any products that are discontinued or are out of stock by letting your LePrix account manager know. It is your responsibility to keep your product catalog current and up-to-date based on availability.
2. Orders. LePrix will send you an email each time a Retailer places an order for your products. Your Supplier Account will also be updated with new order details. You will be able to review the order details, edit inventory availability and accept or cancel the order. You must accept or cancel an order within 2 business days of receiving the email notifying you of the order. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Consistent order cancelation may result in the temporary suspension or permanent termination of your Supplier Account, in our sole discretion.
3. No Circumvention. Once an order has been placed through your Shop Page by a Retailer, you agree that you will fulfill all orders placed by such Retailer through the Services. You further agree to not influence Retailers to transact offline outside of the Services in any manner, or otherwise circumvent LePrix’s process in order to transact orders with Retailers who were introduced to you through the Services offline or outside of the Services in any manner. LePrix reserves the right to deactivate or terminate your account if you fail to abide by these terms.
4. Pause Mode. If you are going on vacation, or are unable to accept new orders for a period of time, please let your LePrix account manager know to pause your listings.

13. Commitment to Quality and Service

1. Minimum Standards. Supplier and Retailer satisfaction is of utmost importance to the long-term health and success of the LePrix community. Accordingly, Suppliers are subject to the following minimum standards in connection with the Services:
   • To accurately list and describe available products;
   • To timely accept or cancel an order;
   • To timely fulfill and ship orders to LePrix;
   • To promptly and effectively respond to LePrix inquiries; and
   • To promptly resolve missing, damaged, or items not as described orders.
2. Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Supplier’s minimum standard requirements, LePrix will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Retailers. Reviewed individually and as a whole, these metrics help LePrix determine whether you are meeting LePrix’s expectations on delivering a great experience for the Retailers. Such metrics also include:
   • Accuracy of product listings;
   • Catalog completeness;
   • How often your shipments are later than the expected shipping date;
   • How often you provide a valid tracking number;
   • How long it takes you to accept or cancel new orders;
   • How often your orders are reported as damaged, missing goods or not as described:
   • How often your products are on returned or canceled;
   • How promptly and effectively you respond to inquiries;
   • How promptly and effectively you resolve missing or damaged orders with a Retailer.
3. Volume Considerations. LePrix takes volume consideration into account when calculating metrics. For example, if a Supplier has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that metric is technically over LePrix’s target, it does not necessarily reflect an actual problem with performance given the low volume of orders.
4. Evaluation. LePrix typically evaluates a Supplier’s performance using the above metrics on an ongoing quarterly basis or more often at the discretion of LePrix. The length of time between reviews depends on the volume of transactions of each flagged Supplier Account and/or the extent of available data. LePrix reserves the right to adjust its evaluation criteria as needed.
5. Accountability. If LePrix determines that you are not meeting the minimum standards of quality and service, LePrix may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Supplier Account. LePrix also reserves the right to put limits on your Supplier Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Retailers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.
6. Suspended Accounts. If your Supplier Account is suspended for performance issues, you may appeal for re-activation by providing LePrix with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If LePrix in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Supplier Account is erroneous, you may contact LePrix and explain why.

14. Promotion

Unless you opt out as set forth below, LePrix may feature certain Suppliers, products and Content at the top of their respective category, on LePrix’s landing pages, in advertisements, email, social media accounts or in any other channels or media at its discretion. LePrix may choose to bid on Supplier brand names and keywords relating to the Supplier’s products in advertising products and may create SEO optimized pages or campaigns for Supplier brands. LePrix shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please email [email protected]. LePrix may also offer Suppliers email marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted), the tools are not to be used for spam, and LePrix reserves the right to throttle or limit the number of emails sent to Retailers via such tools.

15. Product Liability Insurance

All Suppliers are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on LePrix in such amount as is reasonable and customary for companies of comparable size and activities. LePrix reserves the right to request proof of such insurance coverage and other relevant information at any time.

16. Indemnity

You agree to defend, indemnify, and hold LePrix, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Supplier Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

17. Prohibited Uses

LePrix will have the right to investigate and prosecute violations of these Supplier Terms to the fullest extent permitted by law. LePrix may involve and cooperate with law enforcement authorities in prosecuting users who violate these Supplier Terms. You acknowledge and agree that LePrix has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Supplier Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Content that LePrix, in its sole discretion, considers to be in violation of these Supplier Terms or otherwise harmful to the Services. LePrix reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if LePrix suspects illegal activity may be taking place.

18. Termination

If you breach any of these Supplier Terms, LePrix will have the right to temporarily suspend or permanently terminate your Supplier Account, and/or terminate these Supplier Terms and/or the General Terms, in its sole discretion and without prior notice to you. LePrix reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event LePrix terminates these Supplier Terms for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with LePrix at any time by contacting LePrix’s support team at [email protected] or as otherwise indicated in your Supplier Account portal. LePrix will take down your Shop Page as soon as practicable, and will close your Supplier Account once there has been an accounting of all monies due and owing.