Wescover Seller's Agreement

Effective Date: July 1st, 2020

This Creator agreement (the “Agreement”) describes the terms and conditions on which Wescover (“Wescover,” “we” or “us”) offers you access to sell your works (“Items”) on wescover.com and all its related sites, services, applications, and tools (each and together, the “Site”) or in any other way via Wescover. Any person or business entity which subscribes to sell Items on the Site or via Wescover (a “Creator” or “you”) must accept all of the terms and conditions contained in this Agreement. This Agreement incorporates and supplements Wescover’s general Terms of Use. Your use of the Site means that you agree to the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not sell Items on the Site.

1. Subscription Term The term of this Agreement (“Subscription Term”) is for one year; the Agreement automatically renews for additional one-year terms until terminated under this Agreement. This Agreement goes into effect and the Subscription Term starts when you accept this Agreement.

2. The Wescover Site The Site provides a venue for Creators to sell Items to buyers (“Buyers”). The sale is made directly between the Creator and the Buyer and the role of Wescover is limited to making the Site available and maintaining the Site.

• Let’s be clear about our relationship. We don’t represent you or the Buyer for any purpose. Wescover is not responsible for any negligence, misconduct or other inappropriate or un-businesslike behavior by a Buyer or Creator in connection with any sale transaction entered into on or through the Site. Wescover is not responsible for the actual sale of Items and does not control the information provided by Creators or Buyers nor their acts or omissions. We are not responsible for the transfer of legal ownership of Items from a Creator to a Buyer. Wescover is independent from the Creator and from the Buyer and no agency, partnership, joint venture, employee-employer or franchiser-franchisee or fiduciary relationship is intended or created by the operation of this Site by Wescover.
• The sale is between Creator and Buyer. By using the Site, Buyers select and purchase goods marketed by Creators, solely of their own initiative, placing orders via the Site or as otherwise directed. You acknowledge that Wescover has no control over the ultimate price Items are sold at or any sales terms ultimately entered into between you and a Buyer. Wescover receives payment from the Creators in order for the Creators to participate in the Site. You are responsible for accurately describing the Items and for delivering the Items to the Buyer in accordance with the arrangements made between you and the Buyer (Wescover may facilitate shipping items between the Creator and the Buyer), including transfer of title and payment of sales tax or VAT or import/export duty to the appropriate authority.
• We host and maintain the Site. We have sole control over the look, feel, content, operations and evolution of the Site, and may modify the Site and any content in our sole discretion.
• Handling disputes. We may, but don’t need to, provide intermediary services between the Buyer and Creator in connection with customer service or dispute resolution matters. If we choose to provide intermediary services, then our decision is final and binding on all parties.

  If you are involved in a credit card dispute involving a payment made through or in connection with the Site, such as a chargeback, you agree to provide us and our third-party payment processor with all information relevant to the dispute. For any amounts owed to Wescover by you, including for any chargebacks, refunds, returns, Wescover may submit an invoice to you for any outstanding balance.

3. Fees Creator agrees to pay commission % on the price of an Item (excluding shipping and taxes) for the services provided by Wescover and, as applicable, a payment processing fee of 3% on the full transaction amount including shipping and taxes (“Fees”). Unless otherwise stated, all Fees are quoted in U.S. Dollars. Other non-recurring fees are billed as services rendered on an ad-hoc basis. Please note that any account overdue by 14 days following receipt of a Wescover invoice may be subject to a late charge. We may deduct past due Fees from amounts due to Creator in our sole discretion.

4. Changes to this Agreement We may update this Agreement from time to time. If we believe that the changes are material, we’ll definitely let you know by posting the changes on the Site and/or sending you an email or message about the changes. Changes will be effective upon the posting of the changes unless otherwise specified. Your use of the Site following the changes constitutes your acceptance of the updated Agreement.

5. Refusal of Transaction Wescover reserves the right to withdraw any Item from the Site or to amend any content on the Site at any time in its sole discretion. Wescover may refuse to provide services to anyone at any time in its sole discretion. Wescover will not be liable to any Creator, because it has withdrawn any Item from the Site, amended any of the content or denied access to the Site or Wescover services.

6. Listing and Selling You represent and warrant that: (a) you are legally able to sell and convey full legal title to the Item(s) you list for sale on the Site, (b) you will sell the Item on the terms listed, and (c) you will pay the applicable Fees. A “Wescover Lead” means any interaction with a potential Buyer generated from or through Wescover, including but not limited to, initiated through a Wescover platform feature, or an inquiry or order placed through a Wescover Site or otherwise. This definition includes a Buyer with whom you have interacted previously but has now contacted you through Wescover or a Buyer that completed a transaction in-person or over the phone but originated from Wescover. We understand that you may build long-term relationships with a Wescover Lead, so if a Wescover Lead returns to you directly after 4 months from the initial interaction on our Site to conduct a separate transaction, no commission fee will be associated with that later transaction. A “Wescover Lead Item” means any item referenced in a Wescover Lead and includes any alternative items substituted for such item and all additional items included in the transaction.
   
   
   Please be honest about Wescover Leads that potentially started on Wescover but continued off the Site or a Buyer came to you directly but identified they discovered you or the Item through Wescover. We understand that not everything is easy to track and we trust you in good faith to report back on Wescover Lead Items. Similarly, we will expect and ask our Buyers to report in good-faith their off-Site business activity related to Wescover Lead Items.
   
   
   Creators must not divert Buyers away from the Site once the Buyer has initiated an inquiry, an offer to purchase or started the negotiation process for an Item. Diverting a Buyer includes, but is not limited to, the following examples:
1. Offering a lower price to the Buyer for an Item if the purchase is made other than via the Site, or providing any indication that a lower price is available outside of the Site
2. Indicating that Wescover charges transaction fees or referring to Wescover fees of any kind, including as a suggestion that fees charged by Wescover have influenced the pricing or negotiability of Items offered on the Site
3. Attempting to move an interaction away from the Site by suggesting offsite contact or withholding information
4. Suggesting that the Buyer find the Item in question or other items outside of the Site, including for future purchases.


If a negotiation for a Wescover Lead Item begins after a Wescover Lead and the Buyer and Creator are unable to reach agreement, the Creator shall not contact the Buyer offline to renew or complete the transaction or to offer a similar item. If the Buyer renews and completes the transaction with the Creator, the Creator will pay the attendant fees. If a Wescover Lead Item is sold outside of Wescover, Wescover will charge the Creator the commission. For a Wescover Lead Item, we expect a commission regardless of how much time has elapsed from the initial interaction for that item.

7. Products Offered by Creators for Sale You must only sell Items that are appropriate for our Site. In general, if they’re not legal for sale in the USA and your home country, they are not appropriate for sale on the Site and are not permitted to be sold on the Site. Items sold on the Site must: (a) be tangible goods fitting into categories that are then represented on the Site (such as furniture, lighting, fine art, architecture and design, tableware, textiles, floral and garden and tiles), (b) be reasonably expected to appeal to discerning Buyers seeking unique design objects, and (c) meet any additional requirements set forth herein including in the Code of Conduct (below). We will have the final say as to whether a specific item is appropriate.

8. Creator Code of Conduct

• Any information or content Creators supply to the Site in any form or fashion (whether in the subscription, registration, or listing process, or through any email feature or directly) (collectively “Creator Content”) is subject to following requirements:
• Creator must have all rights to the Creator Content and such information shall not violate the intellectual property rights of any third party;
• Creator Content must be true, accurate, and not misleading;
• Creator Content must not violate any applicable law, statute, ordinance or regulation and must not be defamatory, libelous, unlawfully threatening or harassing;
• Creator Content must not contain any viruses, malware, Trojan horses, worms, time bombs, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
• Creator Content shall not link directly or indirectly to anything prohibited under this Agreement;
• You may not provide Creator Content that is illegal, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
• You may not impersonate anyone else or lie about your affiliation with another person or entity in your Creator Content; and
• You may not provide Creator Content which disparages us or our vendors, partners, Creators, Buyers, representatives and affiliates.
• In addition, all Items listed on the Site must meet the following criteria:
1. Be either owned by the listing Creator or the listing Creator must have all necessary rights to offer and sell such items on behalf of another party and Buyer must receive good legal title to the offered goods;
2. Be genuine and as-advertised by the Creator;
3. Not disparage any person or groups, nor incite intolerance, hatred or violence (e.g., Nazi/KKK memorabilia is prohibited);
4. Comply with all import (into the country into which they are sold) and export (out of the country from which they are sold) laws;
5. Be legal to sell in the USA and the country into which they are sold and in the Creator’s home country, without restriction;
6. Not contain any hazardous materials or endangered animal parts, and must not be imported in violation of any country’s cultural patrimony laws.
• You agree to the following business practices:
1. Treat all Buyers and Wescover employees or representatives with respect and without discrimination;
2. Use commercially reasonable efforts to answer Buyer inquiries within 2 business days and maintain conversations on the Site;
3. Ship/fulfill all orders within the handling period specified. Creator is responsible for packing items in a manner adequate to protect the item from damage in shipment and for delivering packed items to the shipper in accordance with the industry best practices. Shipping and handling fees must be fair and reasonable;
4. Maintain appropriate business and liability insurance and obtain insurance on all shipments;
5. Offer lawful return options for Buyers, including without limitation accepting returns of items that are sold in violation of these terms or with legal restrictions;
6. Promptly refund Wescover for returned transactions processed through the Site. If a returned transaction is not refunded to Wescover after 30 days, Wescover is authorized to debit the account of the Creator or any credit card held with respect to the Creator;
7. Provide accurate contact information and keep contact information up to date; and
8. Don’t send SPAM. Buyer information provided to a Creator may only be used to negotiate with a Buyer and/or process a transaction and cannot be used for marketing purposes without that Buyer’s prior written consent.

9. Best Pricing If the Item is listed by Creator on any non-Wescover site (including Creator’s own web site), the Wescover listed price shall be the same or lower than any listing for that Item on any non-Wescover site. In any context, a Creator shall not indicate that a lower price is available outside of Wescover; advertise a Wescover price alongside any other price; or suggest that fees charged by Wescover have influenced the pricing or negotiability of Items offered on the site. This applies to listed prices and any negotiated or net prices offered. Violation of this clause may result in termination of this Agreement.

10. Suspension; Termination Wescover expressly reserves the right to terminate the use of, or to refuse to permit the use of, the Site by any person or entity, for any reason or no reason at all, and without prior notice

11. Don’t Use Our Site to Break the Law You agree that you will not violate any laws in connection with your use of the Site. This includes any local, state, federal, and international laws that may apply to you. For example, you may not sell anything that violates any laws; you may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against Wescover, Buyer, another Wescover user, or a third party.

12. General We do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Wescover. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.