By clicking the send button I am accepting the Creators terms and conditions listed below.
Creators Terms and Conditions
AmerishMarket’s mission is to help sustainable product creators and small businesses like yours succeed. Our vision is to make this the destination marketplace for all sustainable products. Thank you for your interest in AmerishMarket.
Before we can accept your submission, we want to make sure that you fully understand the terms and conditions of any potential partnership with us. Please review the following, because these provisions will outline the basics our relationship should we work with you. Also, by agreeing to these terms and conditions, you are representing certain things to us that we will rely on in making our decision—for instance, that you own all of the intellectual property and other rights in your product(s) and that you have the right to sell them to us.
1. Product Sale
If AmerishMarket selects your product, you agree that AmerishMarket can market and sell the Product through our Website.
AmerishMarket sells at MSRP or no lower than MAP pricing. If the market price of your product is lower, AmerishMarket will have the right to adjust their price. AmerishMarket will notify you before a price adjustment below MAP or MSRP is made. If you reduce the price of the product sold by AmerishMarket in any retail channel, you will adjust The AmerishMarket’s price and cost for the product correspondingly. You will notify AmerishMarket within 24 hours of making such price reduction.
While this Agreement is in effect, you will notify AmerishMarket in writing at least 14 days prior to making any changes in the design, material, process, procedures, or practices affecting Product.
The price that you are providing AmerishMarket for the Product includes all applicable taxes (except for consumer sales taxes), tariffs and government charges, unless otherwise noted.
5. Term of this Agreement, Renewal and Termination
The initial term of this Agreement is for a period of one year; beginning on the date you go live on site (the “Initial Term”). After the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each, a “Renewal Term”). To cancel this Agreement, you must give written notice of cancellation to AmerishMarket at least forty-five (45) days before the end of the Initial Term or the current Renewal Term, as the case may be.
You hereby grant to AmerishMarket the right to use brand trademarks and product imagery in our advertising, including but not limited to, display banners, videos, and search keywords.
(a) You agree to keep, and agree that any third party assisting you (each, a “Subcontractor”) will keep confidential and will not disclose, except for the purposes of shipping or delivering Product, this Agreement as well as any document provided by AmerishMarket marked “confidential” or with a similar designation or that contains material which should reasonably be considered confidential. Upon AmerishMarket’s written request or the termination of this Agreement, you will return to AmerishMarket or destroy, at AmerishMarket’s option, all AmerishMarket confidential information in your or any Subcontractor’s possession.
(b) AmerishMarket agrees to keep confidential and will not disclose any document provided by you marked “confidential” or with a similar designation or that contains material that should reasonably be considered confidential. Upon your written request or the termination of this Agreement, we will return to you or destroy, at your option, all your confidential information in AmerishMarket’s or any Subcontractor’s possession.
8. Intellectual Property Rights and Customer Data
You acknowledge and agree that AmerishMarket owns all right, title and interest in and to AmerishMarket IP. You will not, and no Subcontractor will, translate, reverse engineer, decompile, disassemble, or in any way alter AmerishMarket IP. You also will not use, and no Subcontractor will use, Customer Data for any purpose that is not expressly directed by AmerishMarket. AmerishMarket acknowledges that the Maker owns all right, title, and interest in and to their IP. AmerishMarket will not, and no Subcontractor will, translate, reverse engineer, decompile, disassemble, or in any way alter the Makers IP.
9. Representations, Warranties and Covenants
(c) You represent, warrant, and covenant to AmerishMarket that:
(i) You are able to and will fulfill your obligations set forth in this Agreement.
(ii) You have the full right, power and authority to sell the Product and upon delivery to AmerishMarket or any of our customers, you convey full right, title and interest;
(iii) The Product description set forth in this Agreement is materially complete and accurate in all respects and any samples that you provide to The
AmerishMarket in the future are complete and accurate representations of the Product;
(iv) The Product is and will be free from defects in workmanship, materials and design and will be furnished in accordance and conformance with this
(v) The Product complies with the requirements of, and is merchantable and suitable for the purposes stated in, this Agreement;
(vi) The Product complies with all state and federal safety and sourcing requirements for its intended purpose;
(vii) The Product shall be manufactured, stored, packaged, labeled, supplied and delivered or shipped (as applicable) in accordance with all Applicable Law; and
(viii) None of the Product furnished hereunder is or will be used, remanufactured or reconditioned or of such age or so deteriorated as to impair its usefulness or safety.
(d) You represent, warrant, and covenant to AmerishMarket that:
(i) You own all right, title, and interest in and to your IP;
(ii) AmerishMarket’s use of your IP won’t violate any Applicable Law or any Third Party Rights;
(iii) The Product’s sale, use, or incorporation into manufactured products does not and will not infringe upon or dilute any U.S. or foreign letters patent or Third Party Rights;
(iv) The Product and all of its components, packaging and labeling do not infringe any Third Party Rights; and
(v) You have obtained and will maintain during the Initial Term and all Renewal Terms all applicable Regulatory Approvals.
(e) All of your warranties, express or implied, in this section and otherwise shall survive shipment, delivery, and payment. Also, your representations, warranties and covenants in this Agreement are in addition to all other representations, warranties and covenants express or implied.
10. Assignment of Agreement
You may not assign any rights or obligations under the Agreement without The AmerishMarket’s prior written consent. AmerishMarket may not assign the Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of its assets or business without giving you written notice of such assignment.
(a) AmerishMarket shall indemnify, defend, and hold you harmless from and against any and all claims, suits actions, costs, expenses, penalties, liabilities, judgments or losses of any kind arising out of or resulting from:
(i) Performance of or a breach of this Agreement; and
(ii) Any act or omission by AmerishMarket.
(b) You will indemnify, defend, and hold harmless AmerishMarket and its affiliates, officers and employees from and against any and all claims, suits actions, costs, expenses, penalties, liabilities, judgments or losses of any kind arising out of or resulting from:
(i) Performance of or a breach of this Agreement;
(ii) Any act or omission of yours;
(iii) Any claim by a third party alleging that your IP, the Product, or any other product or processes provided under this Agreement violated
Applicable Law or any Third Party Rights; and
(iv) The Product, including, but not limited to, any claims for false advertising, product defects, personal injury, death or property damages.
12. Limitation of Liability In no event shall AmerishMarket be liable to you for incidental, punitive, or consequential damages arising from this Agreement.
13. General Provisions
(a) Waiver in Writing. Any waiver of a provision of this Agreement must be in writing and signed by authorized representatives of each party.
(b) Notice Regarding Inability to Perform Agreement. If you are unable to fulfill your obligations under this Agreement at any time for any reason (including but not limited to inventory shortages, service lapses or any other reason whether or not it is within your control), you will immediately notify AmerishMarket and take prompt action to remediate the situation.
(c) Governing Law and Venue; Disputes. The Agreement and all other related matters will be governed by the laws of the Tennessee
without regard to its conflict or choice of law principles. The jurisdiction for all such matters will be the Tennessee.
(d) Conflict of Terms. In the event of a conflict between this Agreement and any other document this Agreement will control.
(e) Other Entities. AmerishMarket may sell and distribute the Product through other distribution channels owned, controlled or operated by AmerishMarket, including emails, mobile applications or other types of electronic offerings, and/or other platforms or distribution channels owned, controlled or operated by AmerishMarket’s affiliates or third party business partners.
(f) Survival of Provisions. The obligations and representations under Sections 7, 8, 9, 10, 11, and 12 of this Agreement are intended to survive the termination or expiration this Agreement.
The following capitalized terms as used in this Agreement are defined as follows:
(a) “Applicable Law” means all applicable international, federal, state and local laws and all executive orders and rules and regulations issued thereunder by agencies or otherwise, including but not limited to all Regulatory Approvals.
(b) “Customer Data” means any and all personally identifiable information about The AmerishMarket’s customers as defined by applicable law that AmerishMarket or you generate or collect. This includes but is not limited to, any customer names, phone numbers and shipping addresses provided by AmerishMarket or its customers to you to fulfill your obligations under this Agreement.
(c) “AmerishMarket IP” means our Website, AmerishMarket trademarks, all data collected through or from the Website (including, but not limited to, Customer Data) and any materials, software, technology, or tools used by AmerishMarket to promote or resell the Product.
(d) “Any and all Product” means your product as detailed in your submission. (e) “Regulatory Approvals” means all regulatory approvals, applications, licenses, requests for exemptions, permits or other regulatory authorizations with the applicable regulatory agency of any federal, state, or local government that has authority.
(f) “Third Party Rights” means any copyright, trademark, service mark, trade name, trade secret, or other intellectual property right of any person or entity, or any confidentiality obligations to any person or entity.
(g) “Website” means www.AmerishMarket.com.
(h) “Your IP” means your name, logo, trademarks, and any photographs, graphics, artwork, text, and other content provided by you, but does not include, and AmerishMarket does not have, the right to reproduce your Product.