Vendor Marketplace Terms

In addition to our standard Terms of Service, all Marketplace Vendors agree to the following Vendor Terms:

Program Description

OnlineArtFestival.com provides, among other services, a third party marketplace platform for a variety of Vendors including, but not limited to, independent artists, entertainers, craft breweries and wineries.

OAF may, at any time, and at its sole discretion add or remove Vendors from the platform for any reason. OnlineArtFestival.com is a privately owned platform offered by 7055, Inc

Application Process

Applicants may apply for acceptance into the Marketplace Program by submitting an application and requested supplemental materials via OnlineArtFestival.com. Incomplete applications may be rejected without notice. By applying for the Marketplace program, applicant agrees that they have met the minimum requirements for application and wish to be considered for approval as a Vendor.

Product Safety, Certification & Testing

Vendor must ensure that all products listed on OAF comply with applicable laws, regulations, licensing, permits, and other requirements as they relate to testing, safety and certifications in any jurisdiction where products are sold (“Applicable Laws”).

Product Warnings and Disclaimers

Vendor shall promptly notify OAF in writing whenever a product qualifies for warnings, disclaimers or other notices including any regulations of formatting or design requirements of Applicable Laws.

Rates, Fees & Charges

Usage fees for the Marketplace program consist of a pre-set commission structure and/or membership fee.  Additional structures may be added at any time. Current fees may be updated at any time with or without notice.  Vendors are responsible for regularly reviewing fees to ensure complete understanding.

Use of Marks & Content

By using the services of the Marketplace, Vendor grants OAF and its Partners a non-exclusive, royalty-free, non-transferable license to use, publish, distribute, modify, create derivatives of, reproduce, transmit, display, and otherwise commercially exploit the content and images (Content) provided by Vendor to OAF for the listing, marketing, advertising, and sale of Vendor’s Products & Services of OAF Sites and Partner Sites. Vendor further warrants that any such Content does not infringe on any third-party intellectual property rights.

In addition, Vendor grants a non-exclusive, limited right to use Vendor’s trademarks (Marks) associated with Vendor’s products or services in connection to any marketing, promotions, advertising or promotional materials developed to promote Vendor’s products and services. Usage rights are extended to OAF, Partners, Partner Sites, promotional materials, and any other promotional use. Vendor further warrants that any such Marks do not infringe on any third-party intellectual property rights.

Accuracy of Information

Vendors are responsible for accuracy of listing information provided.  If Vendor finds that information is listed incorrectly, Vendor must immediately notify OAF or take action to correct the errant information.

Payments:

OAF will process payments and refunds for Products & Services and will pay Vendor for merchandise sold on the OAF Sites and Partner Sites in accordance with OAF’s normal payment practices with respect to Vendors. Standard terms are listed in above referenced fee schedule. The Parties agree and acknowledge that

OAF shall have the right to deduct any monies owed by Vendor from any amounts owed to Vendor by OAF and pay only the net sum due after, if any exists. Any remaining outstanding monies due after recoupment and/or offset by OAF shall be paid by Vendor promptly upon demand by OAF.

Limitation of Liability

Neither Party shall be liable for any indirect, consequential, or special damages arising out of performance or failure of performance of any provision of this agreement, even if such party has been advised of the possibility thereof, except in connection with a breech of the confidentiality obligations contained herein, or a Party’s gross negligence or willful misconduct.

Insurance

Vendor will obtain and maintain, at its own expense, adequate insurance coverage for product liability, commercial general liability, umbrella liability and/or excess liability coverage. Specific coverage amounts may be required to conduct business with OAF Partner sites. OAF will notify Vendors in writing when specific limits may be required. Vendor shall name “7055 Inc” as “additionally insured” on all active liability policies. Vendor shall provide 30 days written notice prior to termination of any business or product liability policies.

Confidential Information and Privacy Laws

Each Party acknowledges that in the course of performing its obligations, it may receive or have access to information that is confidential and proprietary to the other Party (“Confidential Information”). Each party agrees not to use Confidential Information of the other party except in the performance of the Terms & Vendor Terms and not to disclose such Confidential Information to third parties except on a “need to know” basis in the performance of its obligations under this Agreement. The obligations contained in this Section shall survive the termination of this Agreement and shall subsist for so long as the Confidential Information remains confidential. Confidential Information may include, but is not limited to (a) all information and materials about any customer in any format including names, addresses, phone numbers and email addresses, (b)all information relating to sales, pricing, costs, inventory, operations and other such information, (c)the terms of this Agreement and (d) any other information or processes which may provide any type of competitive advantage to either Party.

Each Party shall restrict disclosure of confidential information to its personnel on a need to know basis in order to perform its respective obligations under this Agreement.

Verification & Audit

At OAF’s written request, Vendor shall certify its compliance under any Applicable Laws or this Agreement, and Vendor will allow OAF to audit and verify such compliance. Vendor will promptly respond to any such request for certification or audit.

Termination / Cancellation

Either Party may terminate this agreement with at least sixty (60) days prior written notice. A Party shall have the right to immediately terminate this agreement if the other Party is in breech of this Agreement and such breech cannot be cured by the other Party within ten (10) business days of its receipt of written notice of breech.

Severability

The terms and conditions in this document shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any of the other remaining provisions.

Amendments / Waivers

No waiver, amendment or modification of any provision of this Agreement will be valid unless it is in writing and executed by the duly authorized representatives of the Parties. The failure of either Party to insist upon strict performance of any provision will not be  construed as a waiver or relinquishment of the right to insist upon strict performance of the same provision at any other time or any other provision of this Agreement.

Modification

OAF may, at any time, modify these Vendor Terms. While attempts will generally be made to communicate changes, it is the responsibility of the Vendor to regularly review these Terms for changes.  Continued use of the OAF platform constitutes acceptance of modifications.

Governing Law

This Agreement is governed by the laws of the State of Iowa without regard to any conflict of laws provisions. The courts of Osceola County, Iowa shall have exclusive jurisdiction in any controversy relating to or arising out of this Agreement.

Headings

Headings in this document are for convenience only and do not define construe or limit the content of such sections.

Entire Agreement

This Agreement, including the Terms, Vendor Terms, New Vendor Agreement and referenced documents therein constitute the entirety of the agreement between the Parties.