GRAHAM CHAMBER OF COMMERCE
SHOP GRAHAM MARKETPLACE VENDOR AGREEMENT
This Vendor Agreement between third parties (“you”) and the Graham Chamber of Commerce. (“us”, “we”, “Shop Graham Marketplace,” or “Graham Online Marketplace”) (the “Agreement”) sets out the terms for listing your product(s) on the Graham Online Marketplace site: www.shopgrahamtx.com. This E-Commerce Vendor Buying Agreement is entered into as of ________________, 20__ (“Effective Date”) between “Graham Online Marketplace” and _________________________________________ (“Vendor”).
The parties agree as follows:
1. Scope
The purpose of this Agreement is to provide qualifying vendors with the opportunity to sell products through the Graham Chamber of Commerce Graham Online Marketplace. This Agreement supplements any other agreements governing the buying and selling of products between Academy and Vendor, including any vendor buying agreements and/or purchase orders.
2. Marketplace Guidelines.
For all products you list on the Graham Online Marketplace, you agree:
- To complete training on how to use, post, and maintain your products on the site.
- To provide ongoing maintenance, updates, and complete support for your own products.
- To keep your contact information current.
- To set your own fair pricing on your products.
- The vendor is responsible for the obligation to ship/or set products aside for “pick up” after the sale is completed.
3. Removal of Products.
- While we do not take on an obligation to monitor each and every one of your products or their content, we reserve the right to suspend or remove a product at any time in our discretion. We will give you 30 days’ notice before we remove a product, but we may suspend a product immediately for the reasons listed in A-E below. Once suspended, a product will not be available for purchase or renewal until/unless the issue is resolved, and the vendor approves
- In the event that we remove a product for any of the following reasons, as determined in our sole discretion, you will be required to continue to provide support to active customers.
Product removal is determined by:
A. The product or any portion thereof infringes or misappropriates any third party’s intellectual property rights or any other rights of any third party and you are not able to develop a workaround or obtain a license so that the product is non-infringing within a period of 14 days.
B. The product or any portion thereof violates any applicable law or is subject to an injunction.
C. The product or any portion thereof violates the terms of this Agreement.
D. The product receives legitimate low Product ratings or support ratings or is not being adequately supported by you.
E. The product is deemed inappropriate by the Graham Chamber of Commerce.
4. Our Obligations:
- We will maintain the Graham Online Marketplace site functionality and design.
- We will not be receiving any commission or a percentage of any sales.
- We will conduct marketing and promotional activities using commercially reasonable efforts.
- We will implement a system to provide product and support rankings (based on customer reviews and ratings) with rules to promote fairness and accuracy.
5. Choice of Law
The laws of the State of Texas govern this Agreement and any disputes arising hereunder. Except injunctive or other equitable relief, Graham Chamber of Commerce and Vendor agree that, as a condition precedent to the institution of any action regarding disputes arising under this Agreement, such disputes shall first be submitted to mediation before a professional mediator selected by the parties, at a mutually agreed time and place, and with the mediator’s fees split equally between the parties. If mediation is unsuccessful, the parties agree to submit disputes to state or federal court in Texas.
6. Indemnification
Vendor shall indemnify, defend, and hold harmless Graham Online Marketplace, Graham Chamber of Commerce, Graham Convention and Visitors Bureau, and City of Graham from and against any and all claims, lawsuits, judgments, losses, civil penalties, liabilities, damages, costs, and expenses, including reasonable attorney’s fees and court costs, arising out of or related to any (a) alleged defect in or injury from vendor’s products; (b) alleged failure of vendor or vendor’s products to comply with this agreement or any laws, regulations, warranties, guarantees, or representations of vendor; (c) allegations concerning vendor content; (d) negligent or grossly negligent action, inaction, omission or intentional misconduct of vendor; and/or (e) use of or infringement upon any intellectual property right of vendor. Graham Online Marketplace shall mutually indemnify vendor from any (a) alleged failure of Graham Online Marketplace to comply with this agreement; (b) negligent or grossly negligent action, inaction, omission, or intentional misconduct of Graham Online Marketplace; and/or (c) use of or infringement upon any intellectual property right of Graham Online Marketplace.
7. Assignment
Either Party may assign this Agreement to a present or future parent, subsidiary, or aliated entity, including a future successor or party acquiring all or part of the Party’s business. All other assignments, transfers, or delegations require written consent of both Parties. Any attempted assignment or transfer in contravention of this Section shall be void.
8. Term
The Term of this Agreement begins on the Effective Date and renews annually until either: (1) Graham Online Marketplace or Vendor terminates this Agreement upon thirty (30) days written notice to the other; or (2) Vendor ceases selling products through Graham Online Marketplace E-Commerce business. If terminated by either Party, the Agreement will continue to govern the sale of Vendor products purchased for E-Commerce prior to termination until such products are sold, returned, or removed from inventory so that no inventory of such products remains.
9. Cost
While there is no fee or commission assessed by the Graham Chamber of Commerce to participating retailers per this agreement, the Graham Chamber of Commerce reserves the right to implement a fee structure upon annual renewal. Vendors may discontinue participation based on the terms above.
10. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous agreements, understandings, negotiations, representations or proposals or any kind, whether written, oral or otherwise. Neither party has relied upon any statements, representations or other communications that are not contained in this Agreement.
Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement shall be prohibited by or invalid under applicable law, such prohibition or invalidity of any portion of this Agreement shall not affect the validity of the remaining portions.