1. Product Safety, Certification + Warranty

Safety:  You shall comply with and ensure that all Products comply with all product safety, testing, and certification requirements under applicable statutes, laws, regulations, orders, licenses, permits or other requirements, now or hereafter in effect, of any federal and state governmental authority of competent jurisdiction, including but not limited to, the rules and regulations of the Consumer Product Safety Commission, the Federal Trade Commission, and the Federal Communications Commission. You must promptly notify The Spotted Door in writing of all warnings, disclaimers, or any other similar notices required by applicable laws to be posted with respect to your Products.

Certification:  You warrant that the Products do not infringe upon any patent or other intellectual property rights of a third party. You warrant that all Products are genuine and authentic and are not imitations, replicas, copies, or “knock-offs.” You represent and warrant that you have sufficient rights in the intellectual property of the Products.

Material Standard:  You warrant that all Products offered to, made available to, shipped via and/or sold to The Spotted Door contain no less than fifty percent (50%) reconditioned content, meaning the Products are not produced with more than fifty percent (50%) new raw materials (the “Standard”), and you agree to promptly notify The Spotted Door if any of your Products cease to meet the Standard.

Warranty:  You agree to supply Products that are free of any and all defects in manufacture, workmanship, design and material, and the images, descriptions, videos, specifications, and similar content provided to The Spotted Door regarding the Products is accurate, appropriate, current, truthful and reliable. You are liable and solely responsible for all claims related to product defects or misuse. In no event shall The Spotted Door be liable to you for consequential, punitive, special, incidental or indirect damages. You are solely responsible for any public or private recall of Products, including all costs and expenses associated with such recall. You shall promptly notify The Spotted Door of such recall and shall provide The Spotted Door with all information reasonably requested in connection with the recall.

Prohibited Products:  You acknowledge that The Spotted Door retains the right to remove Products from the Sites at any time, with or without prior notice, for any or no reason in its sole discretion. The following types of items are prohibited or restricted on The Spotted Door:

• Alcohol, tobacco, drugs, drug paraphernalia, and medical drugs.
• Animal products and human remains.
• Dangerous items: hazardous materials, recalled items, and weapons.
• Hate items: items that promote, support, or glorify hatred.
• Illegal items, items promoting illegal activity, and highly regulated items.
• Pornography and mature content.
• Violent items: items that promote, support, or glorify violence.

2. Fees & Payments

Currency:  All fees and payment information is based on U.S. dollars ($ USD).

Fees: It is free to join The Spotted Door, and there are no monthly fees or listing fees. You only pay fees when you make a sale. Once an item sells, The Spotted Door collects a 15% transaction fee on the sale price (does not include shipping costs) to maintain and grow the website. A standard payment processing fee of 3% + $0.30 USD on the total transaction is passed through to you.

Payments: The Spotted Door shall pay all Supplier payments within fifteen (15) days of the delivery date. Payments are processed on the 1st and 16th of each month and sent via your choice of either PayPal or check.

Overpayment:  You acknowledge and agree that any installment or advance payment made by The Spotted Door to you while you have any outstanding obligations shall be deemed to be an overpayment to you and shall be subject to recoupment and/or set-off by The Spotted Door, as determined in The Spotted Door’s sole discretion.

Discrepancies:  You agree to notify The Spotted Door of any discrepancies or claims for payment within sixty (60) days of the date The Spotted Door paid you for the Products. Your failure to do so will be deemed a waiver of any such claim and will block you from making any related claim thereafter.

3. Tax Information

Responsibilities:  Each party agrees to collect, remit, pay, and be responsible for its respective applicable sales, income, use, excise, privilege, and any other taxes (“Taxes”) arising out of this Policy. The Spotted Door will collect, remit and pay Taxes to the appropriate taxing authorities only in those jurisdictions where legally required of The Spotted Door. You agree to indemnify, defend and hold harmless The Spotted Door from any Taxes imposed or assessed on The Spotted Door which is legally payable by you.

4. Marketing, Publication, + Use of Content Rights

Marketing Permissions:  You grant to The Spotted Door and its Partners the non-exclusive, royalty-free, non-transferable, revocable right, by all means now or hereafter existing, to use, reproduce, distribute, display, and transmit your logos, trademarks, copyrights, and other service marks (collectively, the “Marks”) in connection with any marketing, advertising, promotional materials or similar material supplied by you to demonstrate, sell and distribute the Products.

Unapproved Marketing Materials:  You will not send unapproved marketing materials and information to customers of The Spotted Door or include such information with your orders from The Spotted Door.

5. Returns

Handling:  The Spotted Door will handle in its sole discretion all customer returns and refunds in accordance with The Spotted Door’s standard return policies and procedures then in effect. The Spotted Door reserves the right to make exceptions to its return policies and procedures on a case-by-case basis.

Acceptance:  Upon request from The Spotted Door, for a period of up to thirty (30) days from the date the Product(s) is received by the customer, if you deliver an item that does not conform to the Product Safety, Certification & Warranty provision stated herein, deliver the wrong item, or do not deliver an item within your agreed upon fulfillment timeframe, at the end customer’s reasonable option, you will be solely responsible to replace, correct, or accept return of and refund all amounts paid for such Product(s) to The Spotted Door so that the credit may be passed along to the customer.

Threshold:  You acknowledge that Products may be temporarily or permanently removed from the Sites, with or without notice from The Spotted Door, if significant returns-related incidents occur with one or more Products.

6. Confidentiality

Confidential Information:  “Confidential Information” includes any and all nonpublic information or subject matter that The Spotted Door discloses to you that is of a proprietary or confidential nature, including but not limited to, all information or data relating to (i) customers, including customer names, location, and contact information (collectively, “Customer Information”); (ii) revenue, operations, sale techniques, merchandising, and other similar data; (iii) business partners, service providers, affiliates, and other information related to Partners of The Spotted Door; and (iv) policies, procedures, and business plans. You agree to take all necessary precautions to protect such Confidential Information, not to divulge any such Confidential Information to any third party, and not to copy or reverse engineer or attempt to derive the composition or underlying information of any such Confidential Information.

Customer Information:  All Customer Information is owned solely by The Spotted Door: you agree not to contact these customers in any manner or for any reason, unless authorized by The Spotted Door in writing.

Additional Legal Info

These sections overview the general terms of our relationship together.

7. Indemnification

7.1  You agree to defend, indemnify and hold The Spotted Door, its subsidiaries, affiliates, officers, directors, shareholders, customers, suppliers, service providers, agents, and employees harmless from and against all claims, demands, liabilities, injuries, penalties, proceedings, settlements, fines, causes of action, costs and expenses (including, without limitation, reasonable costs and attorney fees) (collectively, “Claims”), imposed upon, incurred by or asserted against The Spotted Door by any third party arising out of your breach or violation of any provision of this Policy or any applicable federal, state, or local laws or regulations.

7.2  You shall defend, indemnify and hold harmless The Spotted Door against all Claims arising out of the assembly, manufacture, design, production, labeling, packaging, advertising, shipping, personal injury, property damage and in general any damages that arise or may arise as a result of the sale or distribution of your Products.

7.3  You shall defend, indemnify and hold harmless The Spotted Door against all Claims by third parties including but not limited to infringement of any patents, copyrights, trademarks, trade secrets, or other intellectual property rights.

8. Severability & Termination

8.1  If any of the provisions of this Policy are found to be invalid or void for any reason, the remainder will not be affected and shall continue in full force and effect in accordance with the terms herein.

8.2  All delivery of Products and all payment obligations upon termination shall remain in effect until satisfied.

9. Limitation of Liability

9.1  Each of the Parties hereto shall be liable to the other for damages arising out of or in connection with (i) a Party’s negligent act or willful misconduct; (ii) a Party’s indemnity obligations herein; or (iii) a Party’s breach of this Policy.

9.2  In no event shall either Party’s liability hereunder include any special, indirect, incidental or consequential losses or damages, even if such Party shall have been advised of the possibility of such potential loss or damage. Notwithstanding anything to the contrary, the maximum aggregate liability of a Party under any theory, including contract, negligence, or strict liability, will not exceed its direct damages.

10. Notices

Any notice or other communication required or permitted to be given will be given in writing and delivered by email with receipt confirmed to the email provided in Supplier’s registration.

11. Governing Law

This Policy shall be construed, governed and enforced in accordance with the laws of the State of Utah. The Parties agree that the courts of Salt Lake County, Utah shall have exclusive jurisdiction in any controversy relating to or arising out of this Policy, without reference to conflicts of laws principles or the United Nations Convention on Contracts for the International Sale of Goods.

12. Waivers, Amendments, & Modifications

Any waiver, amendment or modification of any provision of this Policy shall be valid only with the written consent of The Spotted Door. Any failure by either Party to enforce or exercise any right or privilege permitted herein shall not be construed as a waiver or relinquishment of the right to insist upon subsequent exercise of the same provision at any other time or any other provision of this Policy.

13. Relationship of the Parties

Nothing contained in this Policy, nor any action taken by any Party to this Policy, shall be deemed to constitute either Party (or any of such Party’s employees, agents, or representatives) as an employee, agent or legal representative of the other Party, nor to create any partnership, joint venture, employment relationship, association or syndication among or between the Parties, nor to confer on either Party any express or implied right, power or authority to enter into any agreement, commitment or to impose any obligation on behalf of the other Party. Nothing herein shall be construed as a license, grant, transfer or sale to Supplier of The Spotted Door’s Confidential Information, Customer Information, trademarks, copyrights, ideas, trade secrets, and other intellectual property rights.

14. Headings

Headings within this Policy are for convenience and reference purposes only and shall not define, limit or construe each section’s contents and otherwise have no legal significance.

15. Surviving Obligations

All provisions of this Policy which expressly or by their nature survive the expiration or termination of this Policy will continue in full force and effect.

16. Entire Agreement

This Policy constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, proposals, representations and commitments, oral or otherwise. No additional terms or modifications to this Policy proposed by Supplier in any acknowledgement or other document shall be binding on The Spotted Door.

Additional Assistance:

Please contact us for any questions related to these Supplier Policies.