Business Listing and eCommerce Agreement

This contract sets out the terms and conditions between shoptotheright.com, (STTR) and vendors, merchants, companies, individuals, store owners, affiliates and on behalf someone’s representative, (you), that desire to utilize the services provided by STTR. You agree to be bound by the terms and conditions as specified below. Only entities that can lawfully enter and form contracts under applicable laws should apply. You agree to comply with all terms of this contract when accessing or using our services. STTR, in its sole determination, may reject and or suspend you from utilizing the provided services.

eCommerce Sales Processing Fees

All products .......... 15.0%

1. Registrations

Prior to utilizing any services provided by the STTR, any lawful entity must register, and satisfactorily complete the application. STTR will not provide your confidential information and will keep it in strict confidentially.

Upon review of the application, you will be notified either by email or telephone of your status. After approval, you may utilize the selected services.

2. Services

Several services, plans, and tools for growing your business are detailed on the STTR website, www.shoptotheright.com. Please choose the plan that is right for you. Custom services and tools can be provided to ensure your special circumstances and growth.

All products must be approved by STTR before they will be displayed.  New and handmade products can be displayed.

 We do not allow:

1. Firearms, alcohol, cigarettes, used products, and adult items.
2. Posts of inaccurate, misleading, deceptive, defamatory, or libelous content
3. Listings or uploaded content or items in inappropriate categories or areas on our site
4. Manipulation of the price of any item or interference with any other user’s listings
5. Failure to deliver items sold by you without providing for return of purchase price to buyer
6. Listings or products that infringe on the intellectual property rights of others
7. Breach or circumvent any laws, regulations, third-party rights or our systems, services, policies, or determinations of your account status
8. Interference with the functioning of our services, such as by imposing an unreasonable or disproportionately large load on our infrastructure
9. Distribute viruses or any other technologies that may harm STTR or the interests or property of users
10. Distributing or posting spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes

3. Product Listing

We strive to create a marketplace where buyers can quickly find the desired product. We will provide you with tools to manage and promote your business. Based on your choice of options, we will build a unique website, URL, and promotion tools such as search engine listing and social media advertising that may enhance your business growth and create a great experience for sellers and buyers.

However:

1. You warrant that you own or have rights to all content that you provide
2. You assume full responsibility for the items offered and the accuracy and content as detailed in your listing.
3. You certify to the quality and to the integrity of your products
4. Item’s location, listing format, price and shipping costs must conform to STTR requirements
5. Content may be removed at any time at the sole discretion of STTR
6. You are responsible for collecting all lawful taxes, i.e., local, state, and federal.
7. You are responsible for all returned items and refunds to customer

4. Fees, Service Fee Payments; Receipt of Sales Proceeds

Fees are dependent on your particular subscriptions and products and are detailed on the STTR website. In order to use the STTR services, you must provide a valid and acceptable credit information as well as valid bank account information if ACH payments are selected. You authorize STTR to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of your credit card, and to charge your credit card or debit your bank account for any sums payable by you to STTR.  All payments to you will be remitted to your bank account through a banking network or by other means specified by us.

If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to STTR or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to STTR or third parties persist. For any amounts that we determine you owe us, we may (a) charge your credit card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to your bank account; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our program policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this agreement will be expressed and displayed in USD currency, and all payments contemplated by this agreement will be made in USD.

In addition, we may require that you pay other amounts to secure the performance of your obligations under this agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to STTR or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this agreement, including any applicable program policies, may result in their forfeiture.

As a security measure, we have the right to impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because an STTR site or service is unavailable following the commencement of a transaction.

4.1 eCommerce Sales Processing Fees

All products .......... 15.0%

5. Term and Termination

The term of this agreement will begin on the date of your completed registration for use of a service and continue until terminated by us or you as provided below. You may at any time terminate your use of any service immediately on notice to us via seller central, email, the contact us form, or similar means. We may terminate your use of any services or terminate this agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any services immediately if we determine that (a) you have materially breached the agreement and failed to resolve within 7 days of a resolution notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or  illegal activity; or (c) your use of the services has harmed, or our controls identify that it might harm, other sellers, customers, or STTR’s legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means including seller central, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. Upon termination of this agreement, all related rights and obligations under this agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.

6. License

You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of your materials for the services or other STTR product or service, and to sublicense the foregoing rights to our affiliates and operators of STTR associated properties; provided, however, that we will not alter any of your trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your materials (provided you are unable to do so using standard functionality made available to you via the applicable STTR site or service); provided further, however, that nothing in this agreement will prevent or impair our right to use your materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under united states copyright law, referential use under trademark law, or valid license from a third party).

7. Representations

Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the laws of the country in which the business is registered and that you are registering for the service(s) within such country; (b) it has all requisite right, power, and authority to enter into this agreement, perform its obligations, and grant the rights, licenses, and authorizations in this agreement; (c) any information provided or made available by one party to the other party or its affiliates is at all times accurate and complete; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the united nations security council, the us government (e.g., the US department of treasury’s specially designated nationals list and foreign sanctions evaders list and the us department of commerce’s entity list), the European union or its member states, or other applicable government authority; and (e) it will comply with all applicable laws in performance of its obligations and exercise of its rights under this agreement.

8. Indemnification

9. Disclaimer & General Release

10. Limitation of Liability

We will not be liable (whether in contract, warranty, tort (including negligence, product liability, or other theory), or otherwise) to you or any other person for cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if STTR has been advised of the possibility of those costs or damages. Further, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated will not exceed at any time the total amounts during the previous six-month period paid by you to STTR in connection with the particular service giving rise to the claim.

11. Insurance

If the gross proceeds from your transactions exceed the applicable insurance threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the term for each applicable elected country commercial general, umbrella or excess liability insurance with the insurance limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming STTR and its assignees as additional insureds.

12. Tax Matters

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of your taxes, except to the extent that (i) STTR automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) STTR expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by STTR and used by you. You agree to and will comply with the tax policies. All fees and payments payable by you to STTR under this agreement or the applicable service terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying STTR any of your taxes imposed on such fees and any deduction or withholding required on any payment.

13. Confidentiality and Personal Data

Throughout the period of your use of the services, you may receive confidential information. You agree that for the term of the agreement and 5 years after termination: (a) all confidential information will remain STTR’s exclusive property; (b) you will use confidential information only as is reasonably necessary for your participation in the services; (c) you will not otherwise disclose confidential information to any other person except as required to comply with the law; (d) you will take all reasonable measures to protect the confidential information against any use or disclosure that is not expressly permitted in this agreement; and (e) you will retain confidential information only for so long as its use is necessary for participation in the services or to fulfill your statutory obligations (e.g. Tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share confidential information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

Generally, you may not use customer personal data in any way inconsistent with applicable law. You must keep customer personal data confidential at all times (the above 5 years’ term limit does not apply to customer personal data).

14. Force Majeure

We are not, nor will we be, liable for any delay or failure to perform any of our obligations under this agreement by reasons, events or other matters beyond our reasonable control.

15. Relationship of Parties

Per the transaction processing service terms, you and we are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this agreement is intended or will be construed to give to any person other than the parties to this agreement any legal or equitable right, remedy, or claim under or in respect to this agreement. This agreement and all of the representations, warranties, covenants, conditions, and provisions in this agreement are intended to be and are for the sole and exclusive benefit of STTR, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

16. Suggestions and Other Information

If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any STTR site or service (including any related technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the services, you are responsible for any actions you take based on our suggestions.

17. Modification

18. Password Security

Any password we provide to you may be used only during the term to access seller central (or other tools we provide, as applicable) to use the services, electronically accept your transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

19. Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the united nations, us departments of state, treasury or commerce, the European Union, or any other applicable government authority.

20. Miscellaneous

As of February 7, 2022, STTR only accepts buyers and sellers within the United States of America.

Selling on STTR Service Terms

The selling on STTR service (“selling on STTR”) is a service that allows you to offer certain products and services directly on the STTR site.

These selling on STTR service terms are part of the agreement, but, unless specifically provided otherwise, concern and apply only to your participation in selling on STTR. By registering for or using the selling on STTR service, you (on behalf of yourself or the business you represent) agree to be bound by the agreement, including these selling on STTR service terms.

SPLO-1 Your Product Listings and Orders

SPLO-2 Sale and Fulfillment; Refunds

SPLO-3 Problems with Your Products

SPLO-4 Compensation

You will pay us: (a) the applicable referral fees; (b) any applicable variable closing fee; (c) the non-refundable selling on STTR subscription fee in advance each month; and (d) any other applicable fees described in this agreement (including any applicable program policies). “selling on STTR subscription fee” means the fee specified as such on the selling on STTR fee schedule for the applicable STTR site at the time such fee is payable. With respect to each of your transactions: (i) “sales proceeds” has the meaning set out in this agreement; (ii) “variable closing fee” means the applicable fee, if any, as specified on the variable closing fee schedule for the applicable STTR site; and (iii) “referral fee” means the applicable fee based on the sales proceeds from your transaction through the applicable STTR site specified on the selling on STTR fee schedule for that STTR site at the time of your transaction, based on the categorization by STTR of the type of product that is the subject of your transaction; provided, however, that sales proceeds will not include any shipping charges set by us in the case of your transactions that consist solely of products fulfilled using fulfillment by STTR.

SPLO-5 Remittance of Sales Proceeds & Refunds

Except as otherwise stated in this agreement, we will remit to you on request your available balance on a bi-weekly (14 day) (or at our option, more frequent) basis. We may require a minimum available balance for remittance of up to $50.00. For each remittance, your available balance is equal to any sales proceeds not previously remitted to you as of the applicable remittance calculation date (which you will accept as payment in full for your transactions), less: (a) the referral fees; (b) the applicable variable closing fee; (c) any selling on STTR subscription fees; (d) any other applicable fees described in this agreement (including any applicable program policies); (e) any amounts we require you to maintain in your account balance pursuant to this agreement (including payments withheld pursuant to Section 2 of the general terms, Section SPLO-1.4, and applicable program policies); and (f) any taxes that STTR automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the tax policies.

We may establish a reserve on your account based on our assessment of risks to STTR or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.

When you either initially provide or later change your bank account information, the remittance calculation date may be deferred by up to 14 days. If you refund money to a customer in connection with one of your transactions, and the refund is routed through us (or our affiliate), on the next available remittance calculation date we will refund to you the amount of the referral fee paid by you to us attributable to the amount of the customer refund (including refunded taxes only to the extent specified in the applicable tax policies), less the refund administration fee for each of your products refunded that is not an STTR product, which amount we may retain as an administrative fee; provided, however, that in the case of a complete refund of sales proceeds for a media product, we will refund to you the full amount of any variable closing fee paid by you to us (and in the case of a partial refund of sales proceeds for a media product, we will not refund to you any portion of any variable closing fee paid by you to us). We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you. “refund administration fee” means the applicable fee described on the refund administration fee schedule for the applicable STTR site.

Net sales proceeds from non-invoiced orders will be credited to your available balance when they are received by us or our affiliates. Sales proceeds from invoiced orders will be credited to your available balance: (a) if you have elected in advance to pay a fee to accelerate remittance of sales proceeds from invoiced orders, on the day all of your products included in an invoiced order are shipped; or (b) otherwise, no later than the seventh day following the date that an invoiced order becomes due.

SPLO-6 STTR’s Website and Services

STTR has the right to determine, the design, content, functionality, availability and appropriateness of its website, selection, and any product or listing in the STTR stores, and all aspects of each service, including your use of the same. STTR may assign any of these rights or delegate any of its responsibilities.

Additionally, links to shopping sites other than your own URL such as Etsy or Ebay are not allowed and will be removed from your store listing.

SPLO-7 Continuing Guarantees

Guarantees. We require the following continuing guarantees from you.

SPLO-7.1 Pesticides. If any of your products is a “pesticide” being offered or sold in the united states or other product regulated under the us federal insecticide, fungicide, and rodenticide act (“FIFRA”) or its implementing regulations, then you provide to us the following continuing guaranty that: (a) you are a resident of the united states; and (b) with respect to each such product, the pesticides and other FIFRA regulated products comprising each sale, shipment, or other delivery made previously or hereafter are: (i) lawfully registered with the us environmental protection agency at the time of sale, shipment, or delivery, or fully qualified for a specific exemption from the FIFRA registration requirements at the time of sale, shipment, or delivery, (ii) compliant with all requirements of FIFRA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.

Fulfillment and Related Services

All information regarding your products, product and shipping information, storage, fulfillment, customer returns, customer service, returns and disposal, compensation for fulfillment returns (such as a) handling and storage fees, shipping and gift wrap b) and c) proceeds), indemnity, release, third-party disclaimers, third-party effects of termination, tax matters, and third-party additional representation are solely between the customer and third-party vendor on STTR. STTR provides the platform for third party businesses to conduct online transactions, but all business activities and related are both directly and indirectly linked between the third-party vendor and customer only.

PPA-1 Payments Processing Agency Appointment

For non-invoiced orders, you authorize STTR to act as your agent for purposes of processing payments, refunds and adjustments for your transactions, receiving and holding sales proceeds on your behalf, remitting sales proceeds to your bank account, charging your credit card, and paying STTR and its affiliates amounts you owe in accordance with this agreement or other agreements you may have with STTR affiliates. For invoiced orders, you authorize: (a) STTR capital services, inc. To act as your agent for purposes of processing payments, refunds and adjustments for your transactions, and receiving and holding sales proceeds on your behalf; and (b) STTR to act as your agent for purposes of remitting sales proceeds to your bank account, charging your credit card, and paying STTR and its affiliates amounts you owe in accordance with this agreement or other agreements you may have with STTR affiliates. STTR payments, inc., STTR capital services, inc., and STTR services are each an “STTR payments agent”. The applicable STTR payments agents provide the services described in these transaction processing service terms and the related services described in sections SPLO-1.4, SPLO-2.2, SPLO-5, and ffs-8.3 of the agreement (collectively, the “transaction processing services”).

When a buyer instructs us to pay you, you agree that the buyer authorizes and orders us to commit the buyer’s payment (less any applicable fees or other amounts we may collect under this agreement) to you. You agree that buyers satisfy their obligations to you for your transactions when we receive the sales proceeds. We will remit funds to you in accordance with this agreement.

PPA-2 Remittance

Subject to Section 2 of the general terms of this agreement, the applicable STTR payments agents will remit funds to you in accordance with Section SPLO-5 of the agreement and these transaction processing service terms. Each applicable STTR payments agent’s obligation to remit funds collected or received by it or otherwise credited to your available balance in connection with your transactions is limited to funds in your available balance that have become available in accordance with this agreement less amounts owed to STTR and any taxes that STTR automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the tax policies, subject to chargeback or reversal or withheld for anticipated claims in accordance with this agreement. Without limiting STTR’s rights to collect any amounts you owe, the applicable STTR payments agent’s receipt of sales proceeds or crediting of sales proceeds to your available balance discharges your obligation to pay applicable fees and other amounts under this agreement to the extent the sales proceeds received or credited equal or exceed the fees and other amounts you owe and the sales proceeds are applied to the payment of those fees and amounts.

PPA-3 Your Funds

Your sales proceeds will be held in an account with the applicable STTR payments agent (a “seller account”) and will represent an unsecured claim against that STTR payments agent. Your sales proceeds are not insured by the federal deposit insurance corporation, nor do you have any right or entitlement to collect sales proceeds directly from any customer. Prior to disbursing funds to you, an STTR payments agent may combine sales proceeds held with the funds of other users of the services, invest them, or use them for other purposes permitted by applicable laws. You will not receive interest or any other earnings on any sale proceeds. To the extent required by applicable laws, an STTR payments agent will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

PPA-4 Verification

We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time-to-time consumer credit reports to establish or update your seller account or in the event of a dispute relating to this agreement or the activity under your seller account. You agree to update all seller account information promptly upon any change. The STTR payments privacy notice applies to transactions processed by STTR payments, inc.

PPA-5 Dormant Accounts

If there is no activity (as determined by us) in connection with your seller account for the period of time set forth in applicable unclaimed property laws and we hold sales proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your seller account open and maintaining the sales proceeds in your seller account. If you do not respond to our notice(s) within the time period we specify, we will send the sales proceeds in your seller account to your state of residency, as determined by us based on the information in your seller account. If we are unable to determine your state of residency or your seller account is associated with a foreign country, your funds may be sent to the state of Pennsylvania.