BRAND PARTNERSHIPS TERMS

Effective Date: May 28, 2021

As part of the Services, GoVyrl offers the “Brand Partnerships Program”, a program utilizing GoVyrl’s “proprietary technology” that enables Brands to form online retail partnerships in order to cross-sell each other’s products on their online storefronts (“Brand Partnerships Terms”). These Brand Partnerships Terms are listed below and incorporate our Terms and Conditions, Additional Terms for Brands, Privacy Policy, and Cookie Policy (such documents, together with the Brand Partnerships Terms, the “Terms”). When Brands (“you” or “your”) use our Services, they also agree to all of our Terms and any updates thereto. Capitalized terms not otherwise defined in the Brand Partnerships Terms have the meaning given to them in the Terms and Conditions. Further, “partnership” in these Terms is used in the colloquial sense to refer to an arrangement where the products or services of two parties are sold, branded, or otherwise marketed together, or the products of a party are somehow promoted to consumers of another party’s products.

1. Purpose.  

Through our Brand Partnerships Program, Brands will, in partnership with other Brands offering similar or related products or services, be able to display such similar or related products or services on their own websites (each such Brand, a “Retailer”); provided that each product or service subject to the Brand Partnerships Program (each, a “BP Product”) so displayed shall be properly attributed to the Supplier (as defined below). For purposes of these Brand Partnerships Terms, the Brand supplying BP Products that are displayed on a Retailer’s website is referred to as a “Supplier”.  For the avoidance of doubt, Customers will be able to view and purchase Supplier’s BP Products being offered (in addition to Retailer’s own products and services) directly on Retailer’s website.  Upon purchasing any of Supplier’s BP Products through a Retailer’s website, a Customer will become a customer of both the Supplier and the Retailer, and both the Supplier and the Retailer may reach out to Customer with their own marketing materials.

2. Limitations on Services and Relationship Between the Parties.

GoVyrl and the Services act only as an intermediary to facilitate – and not to direct or control – any partnerships, communications, and transactions among the Customers, Brands, Suppliers, and Retailers. GoVyrl is not a party to any relationship or separate agreement entered into between or among the Customers, Brands, Suppliers, and Retailers and GoVyrl disclaims any and all liability relating to any such agreement. Any purchase by a Customer of a Brand or Supplier’s BP Products is a direct relationship between such Customer and Brand or Supplier, as applicable, and is subject to the terms agreed upon by them.

3. Supplier Responsibilities and Warranties.

3.1 If you are a Supplier, you will:

3.1.1 Regularly maintain sufficient levels of inventory to be able to fulfill any and all completed and potential or imminently likely orders; regularly, and well in advance of any such orders, communicate and work with any third party vendors to ensure the resolution of any issues that would cause material delays in fulfilling any such orders.

3.1.2 Provide shipping, returns, and customer service in connection with all orders, in accordance with customary high standards for the relevant and/or similar products and requirements under applicable law; promptly respond to and resolve any Customer demands and concerns (including concerns relating to lack of inventory or defective products or services).

3.1.3 Not enter into mutual partnership arrangements with a Retailer through any means outside of the Services, to the extent that you learned of, began communications with, or began formulating plans to culminate in a partnership arrangement with such Retailer while using the Services.  

3.1.4 Be responsible for understanding and complying with all applicable laws, rules, and regulations and determining whether our Services are suitable for you in light of applicable laws, rules, and regulations.

4. Retailer Responsibilities and Warranties.

4.1 If you are a Retailer, you will:

4.1.1 Agree not to list for sale or sell any BP Products on third-party exchanges or marketplaces, including without limitation, marketplaces owned or operated by Alibaba, Amazon, Craigslist, eBay, Etsy, Google, Houzz, Newegg, OfferUp, Overstock, Rakuten, or Walmart.

5. Subscription Fees and Payment.

5.1 The terms of Section 2 of our Additional Terms for Brands will also govern these Brand Partnerships Terms.  Any additional fees due to GoVyrl for participation in our Brand Partnerships Program (“Brand Partnerships Subscription Fees”) will be set forth in at https://getcarro.com/pricing/ or the relevant Order Form and a participating Brand will pay the fees as set forth therein; provided that taxes payable by a Retailer to GoVyrl with respect to transactions between the Retailer and a Supplier will be waived for such transactions to the extent the Retailer has a valid reseller certificate at the time of the transactions and the Supplier has indicated through the Services that it has seen and verified the Retailer’s reseller certificate.  You will make all payments due to GoVyrl via the Shopify API (through Carro or any other online marketing website or application through which the Brand accesses and uses the Services, as applicable).  Supplier revenues will be delivered to a Supplier via an external Stripe account, and such Supplier will be required to keep its data in that account accurate and up to date (including, but not limited to, credit card or ACH transfer information) and to comply with all Stripe usage terms and conditions.  

5.2 Brand’s subscription to GoVyrl’s Brand Partnerships program shall be for the initial term (e.g., monthly, yearly) as may be agreed by Brand and GoVyrl through online registration, telephone or otherwise, and shall automatically renew for indefinite successive renewal terms for the same period as the initial term, depending on agreed upon terms, unless terminated by Brand or GoVyrl in accordance with Section 8 of these Brand Partnership Terms (“Termination”).

6. Payment for Partnerships.

6.1 If a Supplier and Retailer participate in the Brand Partnerships Program, Supplier and Retailer will agree upon a fee (the “Partnership Fee”) payable by the Supplier, which will be calculated as a percentage of the product purchase price set by the Supplier (“Purchase Price”) for the Supplier’s BP Products.  Supplier and Retailer will log the Partnership Fee and any other prompted information into the Services for GoVyrl approval and confirmation.

6.2 If a Customer purchases a BP Product, Retailer will be entitled to the Partnership Fee. In addition, GoVyrl will be entitled to a fee (the “GoVyrl Fee”) equal to a percentage of the Purchase Price, which percentage will be set, and the GoVyrl Fee calculated, based on GoVyrl’s then-current policy.  GoVyrl may establish further guidelines for the calculation of the Partnership Fee and GoVyrl Fee (e.g., inclusion or exclusion of shipping costs, taxes, and other amounts, as well as the effect of discounts and promotions), as communicated through the Services or otherwise.  

6.3 If a Customer returns or refunds a BP Product subject to the return policies of the Supplier, the GoVyrl Fee will not be refunded.

6.4 Because a Retailer agrees upon a given Partnership Fee based on the initial Purchase Price established by Supplier, Supplier may not change the Purchase Price of a BP Product or otherwise make changes to its policies that affect the Partnership Fee without the consent of GoVyrl or Retailer, not to be unreasonably withheld. 

7. Confidential Information.

7.1 Consistent with Section 3 of the Additional Terms for Brands, you agree to treat all communications that takes place within the Services between you that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure as confidential and to not disclose, copy or transmit to people who are not otherwise subject to these Brand Partnerships Terms any messages or information posted through the Services. You agree and understand that the purpose of this confidentiality provision is to foster an open environment where Customers, other Brands, Suppliers and Retailers can contact you and each other without fear that specific comments will be quoted or attributed to them outside of the Services – not to create a binding obligation on the part of the owners or operators of the Services to protect the confidentiality of information posted or transmitted through the Services or to act as insurers or guarantors of, or to accept liability for, the conduct of other visitors.

8. Termination.

8.1 The termination and suspension rights in the Terms and Conditions will apply to the Brand Partnerships Program, and we may exercise them as to your use of the Services as a whole or only with respect to the Brand Partnerships Program.  In particular, we may suspend or terminate your participation in the Brand Partnerships Program in the event of a dispute between you and another Brand, or between you and a Retailer or Supplier, as applicable.  In addition to suspending or terminating your access to the Brand Partnerships Program, we reserve the right to take appropriate legal action, including pursuing civil, criminal or injunctive redress, and will have no liability to you or any third party for any such termination or suspension.

8.2 Even after your right to access and use the Brand Partnerships Program is terminated, these Brand Partnerships Terms will remain enforceable against you.  Upon termination: (a) you will cease any further use of the Brand Partnerships Program and any information that was made available to you prior to the termination; (b) all rights granted to you under these Brand Partnerships Terms will automatically terminate; and (c) certain data (e.g. content, submissions, etc.) may be deleted and you will have no right or claim in this respect.  All provisions which by their nature should survive to give effect to those provisions shall survive the termination of these Brand Partnerships Terms, including Sections 2, 3, 4, 7, 8, 9, and 10.

8.3 If you have any pending transactions between a Customer, Supplier, or Retailer relating to a BP Product subject to the Brand Partnerships program, you shall not cancel your Brand Partnerships subscription until all pending transactions have completed. In the event of termination, all fees due to GoVyrl, including without limitation, any GoVyrl Fees or Brand Partnerships Subscription Fees up to the end of the then-current billing cycle at time of cancellation shall remain payable to GoVyrl. No refunds for any fees will be provided for partial billing periods.

9. Indemnification.

9.1 In addition to the indemnification rights elsewhere in the Terms, you agree to indemnify and hold harmless GoVyrl and its officers, directors, employees, agents, and affiliates (each, an “Indemnified Party”) from and against any losses, claims, actions, disputes, demands, costs, damages, penalties, fines and expenses, including, without limitation, legal, expert, and accounting fees, and other costs of litigation, made or brought against GoVyrl by any third party in connection with: (a) any disputes that originated between you and a Customer and another Brand, or between any two or more Customers or Brands, arising from issues including: (i) untimely, improper or otherwise incomplete fulfillment of any orders; (ii) defective or incorrectly delivered products; (iii) a Brand or Supplier’s customary internal standards regarding fulfillment; or (iv) your access to or use of the Services violating, infringing or misappropriating the complaining party’s intellectual property, privacy or other rights, or otherwise violating applicable law (“Internal Disputes”); (b) any demand for compensation or benefits as a result of any Internal Disputes; or (c) any other claim related to your use of or decision based on the Services that affects their operations and/or order fulfillment (collectively, a “Claim Against GoVyrl”). GoVyrl will: (1) promptly give you written notice of the Claim Against GoVyrl; (2) give you sole control of the defense and settlement of the Claim Against GoVyrl (except that you may not settle any Claim Against GoVyrl unless it unconditionally releases GoVyrl of all liability); and (3) give you all reasonable assistance.

10. Dispute Resolution.

To the extent that any dispute, claim, or controversy arises between you and another Brand, or between a Customer and a Brand acting as Supplier or Retailer, the terms of the Dispute Resolution section of the Terms and Conditions shall apply as between the relevant parties. GoVyrl will not be responsible for any such disputes, claims, or controversies arising between such parties.