Vendor’s Agreement

Welcome to Zona Shoppers Marketplace, a service that allows you to list your products for sale directly on the www.ZonaShoppers.com Site (“Site”). By clicking through this Zona Shoppers Marketplace Vendor Agreement (“Agreement”), you, on behalf of yourself or the business you represent (collectively, “Vendor”), are entering into a binding contract with Zona Shoppers LLC. (“Zona Shoppers”) and the Vendor agrees to be bound by the terms of this Agreement. This Agreement is deemed executed on the date Vendor clicks through the Agreement.

1. Definitions

• The following definitions apply to this Agreement:

1.1. “Categories” means those categories and sub-categories of Zona Shoppers’ merchant directories identified in the Product Categories attached hereto and may be amended from time to time at Zona Shoppers’ sole discretion.

• 1.2. “Customers” means consumers, buyers, and/or visitors to the Site.
• 1.3. “Vendor Marks” means Vendor’s trademark, trade names, service marks, service names, logos, and distinct brand elements associated with Vendor’s products.
• 1.4. “Pre-existing Product Information” means Product Information for any Product already listed for sale on the Site before Vendor attempts to list that Product on the Site.
• 1.5. “Product(s)” means those products for which Vendor provides Zona Shoppers with Product Information, explicitly excluding any “Prohibited Items” as designated in this Agreement or by Zona Shoppers in the Vendor Portal.
• 1.6. “Product Information” means specifications, pricing, product images, and other information related to the Product.
• 1.7. “Suggested Product Price” means the sales price suggested by the Vendor to Zona Shoppers or by the manufacturer to the vendor for the sale of a Product on Zona Shoppers to the Customer.
• 1.8. “Vendor-Customer Message” means the section of the Site provided by Zona Shoppers for the processing of Customer returns.
• 1.9. “Site” means Zona Shoppers’ Site, with the primary home page at www. ZonaShoppers.com.
• 1.10. “Discount” means the percentage discount applied to the Suggested Product Price for a Product, as listed on the Vendor Portal at the sale of such Product.
• 1.11. “Vendor’s Price” means for any Product the “Suggested Product Price” at the time of shipment by the Vendor less the Discount for the Product.

2. Vendor Qualification

• Zona Shoppers has sole discretion in evaluating each Vendor’s suitability to participate in the Site and related listing services. Accordingly, at the time Vendor applies to participate, and periodically throughout the term of this Agreement, Zona Shoppers will review certain Vendor characteristics, including but not limited to, product offerings, product liability and compliance history, business and financial standing, and whether Vendor could be construed as a current or potential competitor to Zona Shoppers or of a Zona Shoppers affiliated company, and Zona Shoppers reserves the right, in its sole and complete discretion, to reject any Vendor applicant, or to terminate any participating Vendor, which Zona Shoppers deem not to be suitable to participate in the Site and related listing services.

3. Products and Pricing

3.1. Except as provided below, the Vendor shall provide Zona Shoppers with all Product Information to be displayed on the Site through the Vendor Portal provided by Zona Shoppers. On an ongoing basis, the Vendor will update Product Information as necessary and appropriate including but not limited to:
– brief but in the detailed product description 

– specifications, if any

– images 

– manufacturer part number

– the amount of inventory

– suggested selling price (for warehouses)(Suggested Product Price)                                                 

– competitive selling price  

-shipping

– insurance options

– warranty

– return procedure

The vendor is fully responsible for the accuracy of all information submissions to Zona Shoppers pertaining to Products to be listed and/or sold.

• 3.2. The vendor must offer a thirty (30) day replacement or money-back guarantee for all Products, which guarantee, or replacement must be at least as favorable to Customers as Zona Shoppers’ standard return policy. Vendors who offer any warranty must honor the terms and/or conditions presented at the time of purchase.
• 3.3. The vendor agrees that any Product Information may be publicly displayed by Zona Shoppers as Zona Shoppers sees fit and at no charge to Zona Shoppers. Vendor grants to Zona Shoppers an irrevocable, perpetual, sublicensable, transferable, non-exclusive, royalty-free, and fully paid-up, worldwide right and license to, during the term of the Agreement, use, copy, transmit, perform, display, modify and create derivative works, incorporate, and imbed into other works, and distribute such Product Information throughout the Site in any medium or form now existing or later created.
• 3.4. The vendor is solely responsible to ensure that all Product Information displayed on the Site is accurate. To prevent inaccuracies, the Vendor shall (i) immediately correct any erroneous pricing, inventory, and shipping information; (ii) immediately notify Zona Shoppers of any erroneous Product description; and (iii) provide Zona Shoppers with updated Product and Suggested Product Price information at least twice per week, or as requested by Zona Shoppers, or when Product mix, inventory, or prices change. The vendor shall immediately notify Zona Shoppers in writing of any private or public recall of any of its Products. In addition, the Vendor’s Product Information shall comply with all Zona Shoppers Marketplace content policies maintained on Zona Shoppers’s Site, as amended from time to time, including but not limited to the Zona Shoppers Term of Use Policy.
• 3.5. The vendor agrees to exclude all promotions, coupons, bundle discounts, or similar discounts when calculating Suggested Product Prices that are provided to Zona Shoppers. Zona Shoppers, at its discretion, may change the Suggested Product Prices for the prices of Products offered to Customers for sale on the Site.
• 3.6. Prohibited Products. “Prohibited Items” as used herein consist of products listed on the “Prohibited Items List” maintained on Zona Shoppers’s Site at, as updated from time to time, which is incorporated by this reference. Prohibited Items include, but are not limited to, products containing alcohol or tobacco, prescription drugs, and weapons. Vendor shall not list or offer for sale, or attempt to list or offer for sale, on the Site and in addition to Zona Shoppers’ “Prohibited Items,” or Vendor must not provide Zona Shoppers any product that may be potentially illegal, obscene, or might infringe on the intellectual property rights of any party, including all restricted content and products listed as such in the Vendor Portal. In the event, the Vendor lists or offers for sale, or attempts to list or offer for sale, any Prohibited Item on the Site, Zona Shoppers shall be authorized to deduct the sum of $10,000 from the Net Sales Price (defined below) otherwise to be remitted to Vendor. Vendor agrees that said sum shall be an administrative fee to compensate Zona Shoppers for the cost of removing such Prohibited Item, and Vendor’s payment of such sum shall not limit its liability to Zona Shoppers or waive any rights Zona Shoppers has may have under this Agreement, including but not limited to indemnity rights.
• 3.7. Vendor acknowledges and agrees that: (a) inaccuracies in the information provided to Zona Shoppers; (b) failure to provide Zona Shoppers with updated Product and pricing information; (c) illegal or deceptive practices by Vendors; (d) complaint(s) from users regarding Vendor’s conduct of business; and/or (e) any breach of Section 3.6 of this Section 3.7, constitute sufficient cause for the immediate removal of Vendor from the Site and the immediate termination of this Agreement by Zona Shoppers, in its sole discretion and without any prior notification to Vendor or opportunity for Vendor to cure any of the foregoing. Zona Shoppers, in its sole discretion, may refuse or remove any Prohibited Item or other listing which violates this agreement, at any time. In the event of removal of Vendor or its Product(s) from the Site Zona Shoppers   in its sole discretion is entitled to indicate on the Site that Vendor and Products have been removed from the Site, and to provide notification to customers who purchased such Products.
• 3.8. Notwithstanding anything to the contrary in this Agreement, Vendor shall have no right to modify, delete or augment Pre-existing Product Information, and Zona Shoppers reserves the right to enact technical features to prevent Vendor from so doing.

4. Display of Pricing Information

• Zona Shoppers shall use commercially reasonable efforts to display Product, product pricing, and Product Information on the Site. However, notwithstanding anything in this Agreement to the contrary, Zona Shoppers reserves the right to not display any information concerning any Product which Zona Shoppers, in its sole discretion, has determined is of a quality and nature inconsistent with Zona Shoppers’ standards or is otherwise deemed by Zona Shoppers, in its sole and absolute discretion, to be inappropriate or undesirable for listing on the Site. The vendor understands and acknowledges that some or all the Vendor’s information may unintentionally be omitted or incorrectly displayed on the Site. Under no circumstances shall Zona Shoppers be liable for any damages to Vendor arising out of any unintentional errors and/or omissions in the display of Vendor’s information on the Site, any user’s use of the Site, and/or the activities of any users.

5. Transaction Process & Payment Stream

• 5.1 General. In addition to all other Vendor’s requirements set forth in this Agreement, the Vendor must provide Zona Shoppers with (1) Vendor’s valid payment processor for payment disbursement, and (2) Vendor’s completed W-9 form. Further, the Vendor agrees to pay Zona Shoppers a 4% of proceeds as commission for all sales conducted on the Site. Until Vendor complies with all requirements in this section 5.1, Zona Shoppers shall be under no obligation to remit any Net Sales Price, as defined below, to Vendor.
• 5.2 Orders and Taxes. Vendor agrees to sell on Zona Shoppers, and Zona Shoppers agrees to let vendor the use of the Site so vendors can list Products and resale on the Site in accordance with this Agreement. When a customer orders a Vendor Product through the Site, the Customer’s purchase of the Product (“checkout process”) will take place solely through the Site, and the Customer will not be routed to the Vendor’s Out of Zona Shoppers Site, if any, or to complete the purchase. As part of the checkout process, Zona Shoppers will provide the way to calculate, display to Customer, and charge Customer, the following:
  • Sales price of the Product as determined by Zona Shoppers, including any discounts or instant rebates thereto.
  • Shipping and handling fees calculated in accordance with this Agreement (“Shipping Fees“);
  • Sales tax for Product orders to be shipped to California, New Jersey, and Tennessee, and any other jurisdiction for which Zona Shoppers   determines it is required to charge, collect and remit sales tax, use tax, or other similar taxes (collectively, “Sales Taxes“);
  • Applicable electronic waste recycling fees for Products to be shipped to California or to any other jurisdiction for which Zona Shoppers   determines it is required to charge, collect and remit such fees (collectively, “Recycling Fees“);
  • Any other applicable taxes, duties, or levies required to be charged by Zona Shoppers pursuant to the laws of any jurisdiction on the sale of a Product (collectively, “Miscellaneous Charges“).
  • Zona Shoppers will not be treated as the “retailer of record” for determining what sales tax if any, needs to be collected on the sale of the Product. Zona Shoppers reserves the right to notify the Customer that the Product will be shipped to the customer by Vendor.
  • Nothing in this Agreement or elsewhere shall make Zona Shoppers responsible for taxes on Vendor’s income or gross receipts.
• 5.3 Shipping/Order Fulfillment. For each Product that is listed for sale on the Site, the Vendor will select, via the Vendor Portal or electronic data interchange (“EDI”), a shipping option. For each Product purchased through the Site, Zona Shoppers will charge the Customer a Shipping Fee based upon the shipping option selected by Vendor for such Product. Zona Shoppers will remit that Shipping Fee to Vendor within the time specified elsewhere in this Agreement, and Vendor agrees to accept the Shipping Fee so remitted as payment in full for Vendor’s shipping and handling costs associated with that order. The vendor understands and agrees that its actual shipping and handling costs may not be equal to the Shipping Fee charged to the Customer.
  Zona Shoppers shall not be responsible to process or fulfilling any orders of Products through the Site. The vendor agrees to process and fulfill all orders of Products through the Site in accordance with the following terms:
  • Vendor must ship all ordered Products by one or more of the following interstate common carriers: UPS, FedEx, DHL, or USPS all at Vendor’s own expense.
  • Vendor shall not use its own trucks or a contract carrier for shipment of Products;
  • Vendor shall purchase all shipping materials and containers at its own expense;
  • Vendor may insert any advertising, promotional, or marketing material which must include the site Zona Shoppers.com into shipping cartons containing Products for delivery to a Customer.
  • If Vendor does not use a shipping option that provides for order tracking, then, notwithstanding anything to the contrary in this Agreement, any Product losses sustained because of the inability to prove delivery to a Customer will be borne by Vendor;
  • Vendor will ship all ordered Products no later than seventy-two (72) business hours after receiving order notification from Zona Shoppers.
  • Vendor will provide Zona Shoppers with notification, including tracking information, following the actual shipment of the Product to the Customer. If Zona Shoppers fails to receive Vendor’s shipment notification within the seventy-two (72) business hours shipment window, Zona Shoppers may cancel the order, and have no liability with respect to such cancellation, including without limitation, any shipment made in reliance upon such order.
  • Vendor assumes all risk of loss for shipment of Products to the Customer;
  • If Vendor does not use a shipping option that provides for order tracking, then, notwithstanding anything to the contrary in this Agreement, any Product losses sustained because of the inability to prove delivery to a Customer will be borne by Vendor.
• 5.4 Payment to Vendor. Zona Shoppers shall remit to Vendor the Vendor Price and Shipping Fee for each Product purchased through the Site (the “Net Sales Price”).
  • The Net Sales Price for a Product shall be remitted to the Vendor on the fifteen (15) calendar days that have elapsed since the day on which ZONA SHOPPERS received confirmation that the Product was shipped to the Customer and upon excellent qualifications per evaluation; provided that if the fifteenth such day falls on or after the week in question, then such Net Sales Price shall be remitted on the following Wednesday. Notwithstanding the foregoing, if a Wednesday is a bank holiday, then any Net Sales Price otherwise payable on that day shall be remitted on the next business day following that bank holiday.
  • The Vendors agree to keep a percentage of their proceeds as future refund funds. The percentage of the balance is based on previous evaluations and sales.
  • In the event Vendor changes its disbursement payment processor account information previously provided to Zona Shoppers, Zona Shoppers may delay remittance of a Net Sales Price by up to 7 calendar days beyond the otherwise applicable remittance date.
• 5.5 Customer Support/Returns. All Customer disputes, returns, claims, refunds, etc., are the Vendor’s responsibility, subject to the requirements of this section. All returns shall be handled by Vendor directly with the Customer pursuant to Vendor’s thirty (30) day replacement or money-back guarantee, which permits a Customer who purchases a Product on the Site to return it for a refund or exchange for at least 30 calendar days from the date the product is purchased on the Site. Zona Shoppers may provide Vendor’s e-mail address and/or other contact information to Customers who purchase Products. The vendor must respond promptly to all Customer inquiries before the close of the following business day. Vendor, not Zona Shoppers, shall have title to all Products returned by a Customer to Vendor, and Vendor shall bear all risk of loss as to such returned Products.
  • Within ten (10) business days of Vendor’s receipt of Product returned by Customer via an approved return request, Vendor must provide prompt refunds to Customer in cases of shipment damage and/or non-conformity with product description. Where Vendor receives a Customer notice of non-delivery, Vendor will resolve the issue and/or refund the Customer within ten (10) business days from the date of Customer’s notification to Vendor.
  • If Zona Shoppers receives a Customer complaint regarding any Vendor Product Vendor’s fulfillment or Vendor’s customer service, Zona Shoppers reserves the right to investigate the complaint, with the full cooperation of the Vendor. In response to such complaint, Vendor agrees that Zona Shoppers shall have complete discretion to provide such Customer a full or partial refund or other payment, and Vendor agrees to promptly reimburse Zona Shoppers for any such refund or payment. For ease of processing, the Vendor expressly grants Zona Shoppers the authority to, at Zona Shoppers’ option, deduct such refund or payment from the Net Sales Price otherwise to be remitted to Vendor.
  • In the event the Vendor refunds money to a Customer, Zona Shoppers will pay the Discount to the Vendor, or a prorated portion of the Discount in the event Vendor provides Customer with only a partial refund (whether because of the application of a restocking fee or any other reason). Zona Shoppers will remit the amount to be refunded from time to time together with the next remittance to be made by Zona Shoppers to Vendor.
• 5.6 Risk of Loss.
  • General. Except as specified below, the Vendor shall bear all risks associated with, or related to, any Product purchased by a Customer through the Site, including but not limited to product defects, non-delivery, mis-delivery, theft, mistake, or Customer fraud. The vendor will be responsible to ensure that all Products are shipped in compliance with all applicable laws and regulations, including but not limited to hazardous materials laws and regulations.
  • Credit Card Fraud. Zona Shoppers will bear the risk of credit card fraud occurring in connection with a purchase of a Product through the Site. As used herein, the term “credit card fraud” means the fraudulent purchase of a Product arising from the theft and unauthorized use of a third party’s credit card information. However, Zona Shoppers will not bear the risk of credit card fraud in connection with the Vendor’s fulfillment of a Product that is not fulfilled strictly in accordance with this Agreement. The vendor will be responsible for all other risks of fraud or loss. The vendor shall promptly notify Zona Shoppers of any credit card fraud of which it becomes aware pertaining to a Customer.
• 5.7 Chargebacks. If Zona Shoppers informs Vendor that Zona Shoppers has received a chargeback or other dispute with respect to any Vendor Product ordered through the Site, Vendor will deliver to Zona Shoppers within five (5) business days after Zona Shoppers’s request the following: (a) proof of delivery of the Product (b) the applicable Zona Shoppers sales order number and (c) a description of the Product as applicable. If the Vendor fails to comply with the previous sentence, or if the chargeback or other dispute is not caused by credit card fraud as defined in Section 5.6 above, then Vendor shall promptly reimburse Zona Shoppers for the amount of the Net Sales Price, and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, to the extent paid by Zona Shoppers. Vendor expressly grants Zona Shoppers the authority to, at Zona Shoppers’ option, deduct such amounts from the Net Sales Price otherwise to be remitted to Vendor.

6. Sales Reports

• The Site shall provide the Vendor with web-based information on the Vendor Portal portion of the Site, to enable the Vendor to check its sales performance, including breakdowns of sales, discounts, shipping fees, and sales taxes.

7. Confidentiality & Privacy

• 7.1. Confidentiality. Zona Shoppers and Vendor acknowledge that, in the course of performing their obligations under this Agreement, each party may acquire information, identified as confidential, about the other party, its business activities, and operations, its technical information, and trade secrets, of a highly confidential and proprietary nature, including without limitation, merchandising records, Customer records and mailing lists, systems information, technology, technical information, and general financing and business plans and information (all such information relating to Zona Shoppers or Vendor being “Confidential Information” and the party to whom such Confidential Information relates being the “Disclosing Party”). Each Party, during the Term of this Agreement and for a period of five (5) years after termination of this Agreement, shall hold such Confidential Information in confidence, and shall not disclose such Confidential Information except to its officers, advisors, consultants, or employees who have a reasonable need to know such Confidential Information, and have executed confidentiality agreements at least as restrictive as those contained in this provision. Each party shall use at least as great a standard of care in protecting the other party’s Confidential Information as it uses to protect its own Confidential Information of like character but in no event less than a reasonable degree of care. Neither party shall disclose Confidential Information to any third party without the prior written approval of the other party and shall return or destroy all such Confidential Information upon request of the disclosing party. Neither party shall reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects which embody the other party’s Confidential Information, and which are provided hereunder. For purposes of clarity, Customer information, including but not limited to name, address, and other contact information shall be deemed the sole property and Confidential Information of Zona Shoppers alone.
• 7.2. Privacy Policy. In addition to Vendor’s obligations with respect to Confidential Information, any privacy policy applicable to Zona Shoppers also applies to Vendor. In case of any conflict(s), the more protective interpretation shall apply. Further, the Vendor has implemented and will maintain during the term of this Agreement appropriate data security measures which meet or exceed the requirements set forth in 201 Code of Massachusetts Regulations §17.00 et seq.
• 7.3. Communications Consent. Nothing contained herein shall restrict or limit Zona Shoppers’ ability to make editorial statements, publish product reviews, or fairly report on issues regarding Vendor or the Products on any other Site owned or operated by Zona Shoppers, its subsidiaries, and affiliates. But without limitation, Zona Shoppers may rate or allow Customers to rate Vendor’s performance or the Vendor’s Products, and Zona Shoppers may make these ratings publicly available. Irrespective of any other privacy policy or terms of use appearing on the Site, Zona Shoppers (and any affiliated with it), may communicate with Vendor in connection with this Agreement, and any listings, sales, and transactions. Vendor consents to such communications regardless of any customer communication preferences (or similar preferences or requests) Vendor may have indicated on the Site or by other means. Personally, identifiable information about Vendor, including Vendor feedback and/or e-mail and contact information may be displayed on the Site as information for Customers.

8. Warranties

• 8.1. Vendor. The vendor hereby represents and warrants to Zona Shoppers   that:
  • 8.1.1. Vendor has the power and authority to enter into this Agreement and to fully perform its obligations hereunder;
  • 8.1.2. Vendor has obtained and shall maintain in full force during the term of this Agreement, such federal, state, and local authorizations as are necessary to operate and to otherwise perform its obligations under the Agreement, and will be in compliance with all applicable laws and regulations governing such performance;
  • 8.1.3. All pricing, availability, and Product Information is accurate, truthful, and not misleading or otherwise deceptive in any respect and will be updated by Vendor on a regular basis and in a timely fashion.
  • 8.1.4. All Products are safe, in compliance with all applicable regulations, are designed and manufactured without defects, safety, or other issues, and are not prohibited for sale. The vendor acknowledges that Zona Shoppers neither has the opportunity nor duty/obligation to inspect, test, or otherwise monitor or oversee Products in any way.
  • 8.1.5. Vendor has the requisite authority to grant Zona Shoppers the right to use all Product Information (for example, pictures, drawings, graphics, descriptions, specifications, and/or reviews).
  • 8.1.6. Vendor will exercise its best efforts to ensure that the Vendor Site and the content contained therein will not contain any material that is obscene, pornographic, profane, fraudulent, libelous, or defamatory.
  • 8.1.7. The content and Products do not infringe or misappropriate any third party’s patent, copyright, trademark, trade secret, or any other intellectual property right (collectively, “Intellectual Property Right“);
  • 8.1.8. Products (including Vendor Products manufactured outside of the United States) shall conform to all domestic and international legal requirements and shall not be in violation or cause Zona Shoppers   to be in violation of any applicable law, rule, or regulation (including without limitation, export, and hazardous substance laws, regulations, rules, and directives) and Vendor shall obtain all permits, licenses, inspections and similar permissions required to comply with such laws, rules and regulations;
  • 8.1.9. Vendor is not currently owned or controlled by a direct competitor of Zona Shoppers, nor employs any person who is also employed by, or is an officer, director, manager, or material shareholder, of a direct competitor of Zona Shoppers.
  • 8.1.10. Vendor acknowledges and will comply with all Zona Shoppers   Marketplace Content Policies displayed on the Site, as such policies may be amended from time to time.
• 8.2. ZONA SHOPPERS. Zona Shoppers   hereby warrants that:
  • 8.2.1. Zona Shoppers has the power and authority to enter into this Agreement and to fully perform its obligations hereunder.
  • 8.2.2. Zona Shoppers has obtained and shall maintain in full force during the term of this Agreement, such federal, state, and local authorizations as are necessary to operate and to otherwise perform its obligations under the Agreement and will be in compliance with all applicable laws and regulations governing such performance.
• 8.3. No Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY ACKNOWLEDGES AND AGREES THAT THE OTHER HAS NOT MADE ANY REPRESENTATIONS, WARRANTIES, OR AGREEMENTS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In particular, but without limitation, Zona Shoppers makes no representation as to whether Vendor is required to charge sales tax to Zona Shoppers or to a Customer in connection with sales of Products made through the Site, and in the event Vendor subsequently is assessed sales tax (including any interest or penalties thereon) by an applicable tax jurisdiction in connection with such sales, Vendor waives any right to demand payment or reimbursement of the same from Zona Shoppers.

9. Insurance

9.1. At its sole expense, the Vendor must procure and maintain general commercial and products liability insurance applicable to Vendor Products, with at least an A.M. Best Rating of A-, VII or higher, with minimum liability amounts stated below: General & Commercial Liability Insurance, Personal and Advertising Injury, and Errors & Omissions Insurance in amounts not less than $1 million per occurrence and $2 million in the aggregate. In addition, if the Vendor manufactures any Product it offers for sale on the Site, the Vendor shall also procure and maintain Product Liability and Product Recall insurance in amounts not less than $1 million per occurrence and $2 million in the aggregate. These insurance requirements do not limit the Vendor’s liability to Zona Shoppers in the event insurance recoveries/proceeds are less than Vendor’s liability to any party. Upon any material change(s) in coverage, the Vendor must give at least thirty (30) days prior notice to Zona Shoppers.

9.2. Certificate of Insurance. Within ten (10) days of execution of this Agreement, the Vendor shall provide a current Certificate of Insurance satisfactory to Zona Shoppers reflecting the types of coverage and limits required hereunder and shall name Zona Shoppers as an additional insured in the policy. In addition, the Certificate of Insurance will indicate that Zona Shoppers will be given 30 days written notice in the case of cancellation of the policy.

Named Insured: Zona Shoppers LLC., and its subsidiaries
Attn: Risk Manager

[email protected]

9.3. Zona Shoppers reserves the right, in its sole discretion, to at any time upon written notice to require a Vendor to increase its levels of insurance coverage above those set forth in Section 9.2 above.

10. Term and Termination

• 10.1. Term. The term of this Agreement shall begin on the date Vendor completes its application to list its Products for sale on the Site and shall continue until terminated by Zona Shoppers or Vendor as provided below.
• 10.2. Termination for Convenience. Either party may terminate this Agreement at any time, with or without cause, immediately upon providing written or email notice to the other party.
• 10.3. Change of Ownership. The vendor agrees to notify Zona Shoppers within twenty-four (24) hours of any change in ownership and the nature of the change, including the name of the new owner. If there is any such change in ownership, Zona Shoppers may, in its sole discretion, terminate this Agreement.

11. Intellectual Property License Grant

• Vendor grants Zona Shoppers a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, and create derivative works of (only as needed to create the look and feel of pages on the Site or as required to technically format materials provided by Vendor), and publicly display the Vendor Marks, (including the trademarks or service marks of any entity or individual whose product is submitted by Vendor) Products, and Product Information on the Site.

12. Indemnification

• 12.1. Indemnity. Vendor shall indemnify, defend, and hold harmless Zona Shoppers, its affiliates, subsidiaries, related entities, and their officers, directors, employees, agents, successors, and assigns from and against any claims demands, liabilities or losses, damages, and expenses (including reasonable attorneys’ fees and costs) including but not limited to the following based upon:
  • 12.1.1. any product liability or similar claims arising or resulting from the use of any Product, including claims seeking damages for personal injury or property damage arising from or in relation to Products, and any claim concerning a Product’s recall or otherwise defective or unsafe Product(s) (including design or manufacturing defects);
  • 12.1.2. any intentional misconduct or negligence by Vendor or its employees or agents in performing its obligations under this Agreement;
  • 12.1.3. any third-party claim that a Product, or any part thereof, infringes or misappropriates any Intellectual Property Right of a third party;
  • 12.1.4. the failure or alleged failure of Products to comply with Product specifications or with any express or implied warranties of Vendor;
  • 12.1.5. the violation or alleged violation of any law, statute, or governmental ordinance due or related to the manufacture, possession, shipment, labeling, packaging, use, or sale of any Products;
  • 12.1.6. any actual or alleged unfair business practices, false advertising, misrepresentation, or fraud resulting from Product Information provided by Vendor and disclosed by Zona Shoppers;
  • 12.1.7. any breach or alleged breach of a Vendor representation or warranty or any other provision of this Agreement by Vendor;
  • 12.1.8 any assessment of sales or use tax (including any interest and penalties thereon) made by an applicable tax jurisdiction against Zona Shoppers in connection with the sale of a Product pursuant to this Agreement.
• 12.2. Claims Handling. If a credible claim is made or threatened, for which Zona Shoppers is entitled to indemnification from Vendor including without limitation the filing of a lawsuit against Zona Shoppers, or the receipt of a demand or notice by Zona Shoppers   or Zona Shoppers   elects to defend any claim for which Zona Shoppers   is entitled to indemnification:
  • 12.2.1. Zona Shoppers shall have the right to engage counsel of its choosing that Zona Shoppers   deems, in its sole discretion, to be necessary for a competent defense of the suit;
  • 12.2.2. Zona Shoppers shall pay all legal fees and expenses incurred in defense of the claim or suit as they become due, up to $5,000. The vendor shall reimburse Zona Shoppers for such fees and expenses within thirty (30) days from the date of invoice or debit memo from Zona Shoppers. After thirty (30) days, Zona Shoppers will be entitled to deduct any unpaid invoice or debit memo amount from any amounts owed by Zona Shoppers to Vendor. This shall not apply to any judgment or settlement amount, which amounts Zona Shoppers shall be entitled to notify, invoice, or debit the Vendor’s account at any time.
  • 12.2.3. In the event a claim is made, or a suit is filed directly against Zona Shoppers, and Zona Shoppers is defending such claim or suit, then Zona Shoppers, in its sole discretion, may settle the claim or suit. If the Vendor is defending the claim or suit, the Vendor may not settle the claim of suit absent the written consent of Zona Shoppers unless such settlement (a) includes a release of all claims pending against Zona Shoppers, (b) contains no admission of liability or wrongdoing by Zona Shoppers, and (c) imposes no obligations upon Zona Shoppers other than an obligation to stop selling any infringing items. Zona Shoppers agrees to provide reasonable assistance to Vendor, at Vendor’s expense, regarding such claim or action.
• 12.3. Notice. If a credible claim is made or threatened for which Zona Shoppers is entitled to indemnification from the Vendor, including without limitation the filing of a lawsuit against Zona Shoppers, or the receipt of a demand or notice by Zona Shoppers, or Zona Shoppers elects to defend any claim for which Zona Shoppers is entitled to indemnification Zona Shoppers will use reasonable efforts to notify Vendor promptly of any such party claim for which Zona Shoppers believes Vendor should indemnify and defend Zona Shoppers under this Section. However, Zona Shoppers’s failure to provide such notice or delay in providing such notice will relieve the Vendor of its obligation only if and to the extent such delay or failure materially prejudices Vendor’s ability to defend such claim.

13. Limitation of Liability

• EXCEPT FOR WILLFUL OR GROSSLY NEGLIGENT BREACHES OF ANY OBLIGATION UNDER THIS AGREEMENT, BREACHES OF ANY CONFIDENTIALITY OBLIGATIONS, THE FULFILLMENT OF ANY INDEMNITY OBLIGATIONS, AND AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL ZONA SHOPPERS, OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ZONA SHOPPERS’ LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID TO ZONA SHOPPERS   UNDER THIS AGREEMENT. ZONA SHOPPERS   SHALL HAVE NO LIABILITY TO ANY PARTY FOR ANY INTERNET OR TELECOMMUNICATIONS FAILURE, COMPUTER VIRUS, OR THIRD-PARTY INTERFERENCE THAT MAY INTERRUPT OR DELAY ACCESS TO ANY INTERNET SITE OR CAUSE OTHER PROBLEMS OR LOSSES. NO PARTY SHALL BE LIABLE FOR ANY DELAY OR FAILURE TO FULFILL ITS OBLIGATIONS HEREUNDER THAT RESULTS FROM AN ACT BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF NATURE, WAR, CIVIL DISTURBANCE, TERRORISM, COURT ORDER, OR LEGISLATIVE OR REGULATORY ACTION.

14. Miscellaneous

• 14.1. Applicable Law. The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended. This Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of choice of law rules. Both parties agree to submit exclusively to the personal jurisdiction of the applicable Federal or State court in Los Angeles County, California.
• 14.2. Attorneys’ Fees. In the event of any litigation between the parties hereto, the losing party shall pay the prevailing party’s cost and expenses in such litigation, including, without limitation, court costs, reasonable attorneys’ fees, and disbursements. Any such attorneys’ fees and other expenses incurred by either party in enforcing a judgment, and such attorneys’ fees obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment.
• 14.3. Assignment. Neither this Agreement nor any rights granted hereunder may be assigned by either party voluntarily or by operation of law without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, Zona Shoppers may assign this Agreement without the Vendor’s prior consent to any Affiliate of Zona Shoppers, in connection with a corporate reorganization, or in connection with the sale of all or substantially all of Zona Shoppers’ business or assets (whether by merger, sale of assets, sale of stock or otherwise). Any attempted assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, any successor or valid assign of either party.
• 14.4. Headings: Construction. The headings to the sections, sub-sections, and parts of this Agreement are inserted for convenience of reference only and are not intended to be part of or affect the meaning or interpretation of this Agreement. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted the Agreement or any provision thereof. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement.
• 14.5. Non-Waiver. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the full rights to require such performance at any time thereafter. The waiver by either party of a breach of any provisions hereof shall not be taken, construed, or held to be a waiver of the provision itself or a waiver of any breach thereafter or a waiver of any other provision hereof.
• 14.6. Notices. Unless otherwise specifically indicated elsewhere in this Agreement, any notice or communication permitted or required hereunder will be in writing and will be delivered by facsimile transmission with confirmation of receipt, in person, or by courier, or mailed by certified or registered mail, postage prepaid and addressed as set forth on the signature page of this Agreement or to such other facsimile number or address as either party may provide from time to time to the other. In addition, notices to Vendor may be delivered by email to Vendor at the most current email address provided by Vendor to Zona Shoppers. If notice is given in person, by courier, by email, or by facsimile, it will be effective upon receipt; and if notice is given by mail, it will be effective three (3) business days after deposit in the mail.
• 14.7. Relationship of the Parties. The parties hereto are independent contractors, and nothing contained in this Agreement shall be deemed or construed to create the relationship of partnership or joint venture or principal and agent or of any association or relationship between the parties. Vendor acknowledges that it does not have, and Vendor shall not make any representation to any third party either directly or indirectly indicating that Vendor has, in any way, authority to act for or on behalf of Zona Shoppers or to obligate Zona Shoppers any way whatsoever. Each party is responsible for all taxes, duties and other governmental assessments incurred by it as a result of such party’s performance under this Agreement, and the Vendor shall reimburse Zona Shoppers for any sales, use, VAT, excise, or other tax, duties or levies (other than taxes on Zona Shoppers’ income and taxes for which Vendor is exempt), including any penalties and interest, which Zona Shoppers may be required to collect or remit to applicable tax authorities in connection with the sale of Vendor’s Products pursuant to this Agreement.
• 14.8. Severability. A judicial determination that any provision of this Agreement is invalid, in whole or in part, shall not affect the enforceability of those provisions unaffected by the finding of invalidity.
• 14.9. Survival. Notwithstanding the termination or expiration of the term of this Agreement or any renewal period thereof, it is acknowledged and agreed that those rights and obligations which by their nature are intended to survive such expiration or earlier termination shall survive, including, without limiting the foregoing, the following provisions: 7, 12, 13, and 14.
• 14.10. Counterparts, Duplicate Originals. This Agreement may be executed in any number of counterparts or duplicate originals, all of which shall be considered one and the same agreement. Facsimile signatures on one or more counterparts of this Agreement shall be as effective as original signatures.
• 14.11. Entire Agreement and Modification. This Agreement, including any addenda attached hereto and fully incorporated herein, constitutes the entire agreement between the parties pertaining to the subject matter hereof and fully supersedes all prior or contemporaneous written or oral communications or agreements between the parties hereto respecting the subject matter hereof, including but not limited to any terms and conditions contained on any preprinted forms, purchase orders, purchase order acknowledgment and invoice. Zona Shoppers may amend any of the terms or conditions contained in this Agreement at any time and solely at Zona Shoppers’ discretion by posting a new version of the Agreement containing the amendments, on the Vendor Portal or the Site, and the Vendor is responsible for reviewing these locations and informing itself of applicable amendments. THE VENDOR’S CONTINUED USE OF THE SITE FOR MORE THAN SEVEN (7) CALENDAR DAYS AFTER ZONA SHOPPERS’ POSTING OF ANY CHANGES WILL CONSTITUTE THE VENDOR’S ACCEPTANCE OF SUCH CHANGES. IF THE VENDOR DOES NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, THE VENDOR MUST TERMINATE THIS AGREEMENT AS PROVIDED ABOVE.