Vendors Network — Terms of Service
Template notice (not legal advice): This Terms of Service is a customizable template prepared for the public-facing (“frontend”) website and marketplace experience of Vendors Network (the “Services”). It is provided for informational purposes only and does not constitute legal advice. You should have qualified counsel review and tailor this for your specific business, jurisdiction(s), and risk profile.
Effective date: [September 12, 2025]
Legal entity: Vendors Network Commodities Exchange
Contact: [support@vendors.network] |
1) Acceptance of these Terms
By accessing or using the Services, creating an account, or purchasing, listing, or selling products through the Services, you agree to be bound by these Terms, our Privacy Policy, and any policies referenced herein (collectively, the “Agreement”). If you do not agree, do not use the Services.
If you are accessing or using the Services on behalf of a company, organization, or other entity, you represent and warrant that you are authorized to bind that entity and that “you” refers to both you and that entity.
2) Who We Are & What We Do
Vendors Network provides a technology platform that enables independent third-party sellers (“Vendors”) to list, market, and sell products to purchasers (“Buyers”). Except where expressly stated, we are not the seller of record for products listed by Vendors; transactions occur directly between the Vendor and the Buyer. We may provide payment processing, dispute tooling, messaging, and other facilitative services.
3) Eligibility
You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Services. If you are 13–17, you may use the Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. You may not use the Services if you are barred by applicable laws or sanctions, or if your account has been previously suspended or terminated.
4) Accounts & Verification
You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You must provide accurate, current, and complete information and keep it updated. We may require identity, business, tax, or bank verification (e.g., Know-Your-Customer/Business checks) before enabling listing, payouts, or certain features. We may deny, suspend, or terminate accounts at our discretion in accordance with these Terms.
5) Our Role in the Marketplace
We operate the platform but typically do not manufacture, warehouse, or ship third‑party products and do not guarantee their quality, safety, legality, or fitness for a particular purpose.
Vendor listings, product descriptions, prices, shipping, and return policies are provided by Vendors and are their responsibility.
We may assist with payment processing and limited dispute resolution tooling but are not a party to the contract between a Vendor and a Buyer (unless we expressly sell an item as seller of record).
6) Vendor Terms (for Sellers)
If you create a Vendor account or list products:
Compliance. You must comply with all applicable laws and our policies (including the Prohibited Products & Activities list in Appendix A). You are solely responsible for product safety, labeling, packaging, recalls, and regulatory compliance.
Listings. Listings must be truthful, accurate, and complete, including pricing, availability, lead times, shipping methods, and any restrictions. Misleading or keyword‑stuffed listings are prohibited.
Pricing & Taxes. You control your prices and are responsible for determining, collecting, and remitting applicable taxes unless we inform you that we will collect certain taxes on your behalf where required by law.
Orders & Fulfillment. You must timely accept and fulfill orders, provide tracking where applicable, and meet or exceed stated service levels. You must honor your published return/refund policy and any rights mandated by law.
Payments & Payouts. Payouts may be facilitated by a third‑party payment provider (e.g., a connected account solution). You authorize us and our payment partners to collect amounts from Buyers and to disburse proceeds to you, less fees, refunds, chargebacks, or other authorized offsets.
Chargebacks & Disputes. You bear the risk of chargebacks, item‑not‑received claims, SNAD (significantly-not-as-described) claims, and related losses. We may offset such amounts against your balance or future payouts.
Content License. You grant us a worldwide, non‑exclusive, royalty‑free license to use, reproduce, modify (for formatting), publicly display, publicly perform, and distribute your listings, trademarks, and related content for operating and promoting the Services.
Insurance. We may require Vendors to maintain appropriate commercial insurance (e.g., product liability coverage) and to provide proof upon request.
7) Buyer Terms (for Purchasers)
If you buy through the Services:
Orders. When you place an order, you are offering to buy the products listed at the stated price and terms. The Vendor may accept or reject the order. You will receive order confirmations and updates via the Services.
Payment Authorization. You authorize us and our payment partners to charge your payment method for orders, applicable taxes, fees, and shipping. You agree that taxes shown at checkout are estimates and may adjust subject to applicable law.
Shipping & Delivery. Delivery times are estimates and not guaranteed unless expressly stated. Risk of loss passes according to the Vendor’s shipping terms or applicable law.
Returns & Refunds. Returns and refunds are governed by the Vendor’s policy and any rights under applicable law. Some items may be final sale. If a dispute arises, see Section 16 (Disputes) and our dispute tooling (if offered).
No Warranties by Company. Except where we are seller of record or as required by law, products are provided by Vendors “as is,” without warranties from Company.
8) Fees, Payments & Payouts
Platform & Transaction Fees. We may charge Vendors platform, subscription, or transaction fees. Fees will be disclosed in your Vendor dashboard, order flow, or published fee schedule. Fees are subject to change with notice.
Payment Processing. Payments and payouts may be processed by third‑party providers. You must comply with their terms. We may place reserves, holds, or delays on payouts to manage risk (e.g., high dispute rates, new accounts, suspected fraud).
Offsets. We may deduct or set off any amounts you owe us (including refunds, chargebacks, or fees) from your current or future payouts.
9) Taxes
Vendors are responsible for complying with tax obligations and providing valid tax information. We may collect certain taxes (e.g., U.S. sales tax) where required by law or where we voluntarily offer calculation/remittance services; when we do so, we will disclose that at checkout or in Vendor settings.
10) Intellectual Property; User Content
Your Content. You retain ownership of your content. You grant us the license in Section 6 to operate the Services and promote listings.
Our IP. The Services, including software, design, and trademarks, are owned by us or our licensors and are protected by IP laws. You may not copy, reverse engineer, or create derivative works except as permitted by law.
Infringement Claims (DMCA). If you believe content infringes your IP rights, send a notice to [ip@vendors.network] with: (i) identification of the work claimed infringed, (ii) identification of the material, (iii) your contact information, (iv) a statement of good‑faith belief, (v) a statement under penalty of perjury, and (vi) a physical or electronic signature. We may remove content and, for repeat infringers, terminate accounts.
11) Acceptable Use & Prohibited Conduct
You agree not to:
Use the Services for illegal, harmful, deceptive, or fraudulent activities; violate laws or sanctions; or facilitate money laundering or terrorist financing.
List, sell, or buy items in Appendix A (Prohibited Products & Activities) or items that violate third‑party rights.
Interfere with or disrupt the Services; bypass security; scrape or harvest data without permission; or use bots except as permitted by our API terms (if any).
Misrepresent identity, qualifications, or affiliations; or manipulate transactions, ratings, or reviews.
12) Third‑Party Services
We may link to or integrate third‑party services (e.g., payment processors, shipping carriers, analytics, communications). Your use of those services is subject to their terms and privacy practices. We are not responsible for third‑party services.
13) Privacy
Our collection and use of personal information is described in our Privacy Policy. By using the Services, you consent to our data practices. Where required by law, you must obtain necessary consents from your customers and provide legally sufficient privacy notices.
14) Beta Features; Changes to Services
We may offer beta or experimental features that may change or be discontinued at any time and may be provided “as is.” We may modify, suspend, or discontinue all or part of the Services without liability, after reasonable notice where practicable.
15) Service Availability
We strive for reliable Services but do not guarantee uninterrupted or error‑free operation. Maintenance, updates, or network issues may affect availability. Certain features may be region‑limited.
16) Dispute Resolution (Buyers & Vendors)
Self‑Help First. Parties should attempt good‑faith resolution through the order messaging and return/refund processes.
Platform Tools. We may provide dispute tooling or limited mediation, but we are not an insurer or guarantor. Our determinations regarding platform policies (e.g., fee refunds, listing removals) are final as to use of the Services.
[Optional U.S. Arbitration & Class Action Waiver]
If you are a resident of the United States or if you bring a claim against us in the U.S., you agree to resolve disputes with Company through binding arbitration on an individual basis, not in court, and waive class actions. Arbitration will be administered by the American Arbitration Association (AAA) under its Consumer or Commercial Rules, as applicable. You may opt out within 30 days of account creation by emailing [legal@vendors.network] with subject “Arbitration Opt‑Out” and your account details. This clause does not apply to IP claims or claims qualifying for small‑claims court. Consult counsel before adopting this clause.
17) Disclaimers; Limitation of Liability
To the maximum extent permitted by law:
The Services and all products listed by Vendors are provided “as is” and “as available,” without warranties of any kind, express or implied (including merchantability, fitness for a particular purpose, title, and non‑infringement).
Company is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits, revenue, data, or goodwill; or procurement of substitute goods or services.
Our total liability for any claim arising from or relating to the Services shall not exceed the greater of: (a) the amounts you paid to us in the 12 months preceding the claim, or (b) USD $100.
Some jurisdictions do not allow certain disclaimers or limitations; in those jurisdictions, our liability will be limited to the extent permitted by law.
18) Indemnification
You will indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use of the Services; (ii) your products, listings, or content; (iii) your breach of this Agreement; or (iv) your violation of law or third‑party rights.
19) Term; Suspension; Termination
We may suspend or terminate your access to the Services (in whole or part) for suspected violations of this Agreement, risk of fraud or harm, non‑payment, legal requests, or other legitimate business reasons. You may stop using the Services at any time. Sections that by their nature should survive termination (e.g., fees owed, IP, indemnities, disclaimers, limitations of liability) shall survive.
20) Sanctions & Export Controls
You may not use the Services if you are located in, under the control of, or a national or resident of any country or region embargoed by applicable sanctions regimes, or if you are on any restricted‑party list. You agree to comply with all applicable export control and sanctions laws.
21) Communications & Notices
By using the Services, you consent to receive notices and communications electronically. We may provide notices by posting to the Services, email, or in‑product messages. You are responsible for keeping your contact details current.
22) Changes to this Agreement
We may update these Terms from time to time. Material changes will be effective no sooner than 14 days after posting, unless required sooner by law. Your continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Services before the effective date.
23) Governing Law & Venue
[Choose governing law and venue, e.g., State of New York, USA, without regard to conflict‑of‑laws principles. Subject to the Arbitration clause (if adopted), you agree to the exclusive jurisdiction of the courts located in [New York County, New York] for disputes that are not arbitrated.]
24) Miscellaneous
Entire Agreement. This Agreement constitutes the entire agreement between you and Company regarding the Services.
Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect.
No Waiver. Our failure to enforce a provision is not a waiver of our right to do so later.
Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
Force Majeure. We are not liable for delays or failures due to events beyond our reasonable control (e.g., acts of God, labor disputes, internet failures, government actions).
Appendix A — Prohibited Products & Activities (Non‑Exhaustive)
The following are prohibited or restricted and may result in immediate removal and/or account action. This list is illustrative and subject to change.
Illegal items or activities; items that facilitate illegal activity.
Weapons and parts (e.g., firearms, ammunition, explosives, silencers), and other regulated weapons or accessories.
Hazardous substances (e.g., dangerous chemicals, poisons, radioactive materials) and materials requiring special handling, unless explicitly permitted by law and by us.
Drugs and drug paraphernalia (including controlled substances); certain supplements or substances with unsupported medical claims.
Counterfeit or unauthorized goods; items infringing IP rights; replicas presented as authentic.
Stolen goods or items with tampered serials or ownership claims.
Adult sexual content or services that violate law or our content standards; exploitation or minors’ content is strictly banned.
Gambling services, lotteries, or betting in violation of applicable law.
Surveillance equipment or spyware intended for covert interception or unlawful monitoring.
Personal data, access credentials, or government documents offered for sale.
Financial instruments (e.g., credit cards, bank accounts) or services requiring licenses that you do not possess.
Tobacco, vaping, alcohol, or cannabis/THC products where prohibited or without required age gates and licenses.
Live animals and certain wildlife products as restricted by law.
Medical devices, pharmaceuticals requiring prescriptions or approvals, unless legally authorized and compliant.
Hate, harassment, or extremist content and paraphernalia promoting violence or discrimination.
We reserve the right to expand or update this list and to remove listings or suspend accounts at our discretion where we identify risk, non‑compliance, or harm.
Appendix B — Payment & Payout Partner Terms
Payments and payouts may be provided by third‑party service providers. By using payments on the Services, you agree to the applicable partner terms and privacy policies, which may be presented in‑product and updated from time to time. Where required, you must onboard to a connected‑account system and abide by its acceptable use policies and prohibited business lists.
Appendix C — Returns, Refunds, and Dispute Guidelines (Example)
This is an example model; replace with your actual policy or Vendor-specific rules.
Buyers may request returns within [30] days of delivery for eligible items in original condition.
Vendors must disclose any restocking fees, non‑returnable items, or RMA requirements.
For items not as described or damaged on arrival, Vendors must provide prepaid return labels or remedies as required by law.
If a Vendor fails to respond within [5] business days, we may issue a platform determination within our limited role. Determinations are about use of the Services and do not waive or limit legal rights between Buyer and Vendor.
Questions? Contact us at [support@vendors.network].