Welcome to Sonlet!

We’re glad you’re here! Thanks for using our Sonlet (“Sonlet”) product and services (“Services”). These Services are provided and operated by Directangular LLC (“Directangular” “us” “we” or “our”). Please be aware that by using our Services, you agree to be bound by the following Terms of Service (“Terms”).

These Terms govern your access to and use of Sonlet, and any videos, information, text, links, graphics, photos, or other materials or arrangements of materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”).

1. Using Sonlet Services
2. Privacy
3. Content on the Services
4. Copyright Protection
5. Using the Services
6. Subscription
7. Payment
8. Prices and Sonlet Payments
9. Sales Tax
10. Disclaimers and Limitations of Liability
11. General
12. Sonlet Shops Addendum of Terms
13. Sonlet Shops Supplier Addendum of Terms

1. Using Sonlet Services

Don’t misuse our Services. It’s not cool, and we may suspend or stop providing our Services to you, if you do not comply with our Terms or policies.

You may use the Services, only if you agree to form a binding contract with Directangular and are not a person barred from receiving services under the laws of the applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.

2. Privacy

Our Privacy Policy describes how we handle the information you provide to us when you use our Services. You understand that, through your use of the Services, you consent to the collection and use of this information, as described in our Privacy Policy.

3. Content on the Services

You are responsible for your use of the Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. You should only provide Content that you are comfortable sharing with others.

Some of our Services allow you to upload, store, send or receive Content. You retain ownership of any intellectual property rights that you hold in that Content. In short, what’s yours is yours.

When you upload, store, send or receive Content to or through our Services, you grant Directangular and Sonlet a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). The rights you grant in this license include the purpose of operating, promoting, and improving our Services. This license continues, even if you stop using our Services.

Any use or reliance on any Content or materials posted via the Services, or obtained by you through the Services, is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is the sole responsibility of the person who originated such Content.

4. Copyright Protection

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

We respect the intellectual property rights of others and expect users of the Services to do the same. We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please report this by contacting our designated copyright agent at:

Directangular LLC
PO Box 270169
San Diego, CA 92198
E-Mail: support@sonlet.com

5. Using the Services

Services may change from time to time, at our discretion. We may stop (permanently or temporarily) providing the Services or any features within the Services to you or to users, generally. We also retain the right to create limits on use and storage at our sole discretion at any time. We may also remove or refuse to distribute any Content on the Services, suspend or terminate users, and reclaim usernames without liability to you.

Your Account

You may need to create an account to use some of our Services. You are responsible for safeguarding your account, so use a strong password and limit its use to this account. We cannot, and will not, be liable for any loss or damage arising from your failure to comply with the above.

Email and Text Message Communications

If you provide us your email address or phone number, We may send you administrative messages (such as updated notifications, newsletters, and other news) relating to the Services or to respond to communications from you. By using our Services and/or not opting out of receiving information from Us, you acknowledge and agree that you may receive email or text messages on your mobile device from Us or other users of the Services. Receiving these messages may cause you to incur usage charges or other fees or costs in accordance with your wireless or data service plan. Any and all such charges, fees, or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees, or costs may apply. In the event you change or deactivate your mobile telephone number, you will update your account information within 48 hours to ensure that your messages are not sent to the person who acquires your old number.

Our Exclusive Property

The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Sonlet name or any of the trademarks, logos, domain names, and other distinctive brand features. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Sonlet.

Ending These Terms

You can stop using our Services at any time, although we’ll be sorry to see you go. Directangular may also stop providing Services to you, or add or create new limits to our Services at any time.

6. Subscription

Cancellation of Subscription and Refunds

You must cancel the subscription prior to the beginning of each Renewal Term. Even if you stop using the Software, Directangular has fulfilled your subscription term and we are not obligated to give you a refund, though we may do so at our discretion. Your rights to use the Software may be terminated by us immediately and without notice if we are unable to debit your or your agent's Card in accordance with this Agreement. If the Services are not to your satisfaction or do not function as expected or as you may require you may cancel your subscription and we are not obligated to give you a refund, though we may do so at our discretion.

Transfer of Agreement

The agreement cannot be transferred to another person or entity.

7. Payment

For Services offered on a payment or subscription basis, the following terms apply, unless Directangular notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

You must pay with one of the following:

• A valid credit card acceptable to Directangular;
• A valid debit card acceptable to Directangular;
• A valid bank account acceptable to Directangular;

If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain. If you have a negative account balance, We will periodically bill your saved payment methods until there is a zero balance on your account.

Directangular will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.

Additional cancellation or renewal terms may be provided to you on the website for the Services.

Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Directangular in collecting such delinquent amounts, including, but not limited to, overdraft fees, or service charges, except where such delinquent amounts are due to our billing inaccuracies.

You are responsible for any Taxes, and You will pay Directangular for the Services without any reduction for Taxes. If Directangular is obligated to collect or pay Taxes, including, but not limited to Sales Tax, the Taxes will be invoiced to you or paid from amounts collected from your customers, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from your payments to Directangular, you must provide us with an official tax receipt or other appropriate documentation to support such payments.

8. Prices and Sonlet Payments

Prices. Prices for Products available for purchase on Sonlet are quoted at the time of the order and are subject to change at any time without prior notice. Products are not guaranteed to be in stock.

Sonlet Payments. If you choose to use Sonlet Payments, you are required to connect a United States Bank account in good standing to your Sonlet account at all times to facilitate payouts. The amount paid to you for purchases by your customers will be calculated by subtracting the merchant processing fees applicable to your account plus sales tax from the amount paid by customers. Payment will be provided to you via electronic debit. Sonlet partners with Stripe for payment processing, and the payment information you submit is collected and used by Stripe in accordance with Stripe's privacy policies.

You may refund payments made to You via Sonlet Payments. You are responsible for ensuring that you have sufficient balance to cover the amounts that are refunded to your customers. If you do not have sufficient balance, Sonlet may suspend your account until the balance is paid and seek to recover the delinquent amounts in accordance with the terms of the Payments provisions above.

Sonlet does not store your payment information, apart from your name, the last four digits of your bank account or credit card, and your address which we use to manage the customer support for the platform. For more on how Sonlet handles your information, see our privacy policy here.

9. Sales Tax

For all purchases made by Customers on Sonlet.com using Credit Card, Debit Card, or other electronic means, you may elect for Sonlet to calculate, collect, and file sales tax for purchases made by customers living in the taxing jurisdictions where Sonlet has nexus in your account settings. You may have nexus in taxing jurisdictions where Sonlet does not have nexus, and you may contact us to ensure that We are collecting and filing sales tax in all the taxing jurisdictions where you have nexus. You will be provided records of the sales tax collected on each purchase on the Sales page. Notwithstanding the above, You are responsible for complying with all applicable laws where You do business, including sales tax laws.

Except as otherwise provided in these Terms, you agree that Sonlet is not obligated to determine whether taxes apply, and Sonlet is not responsible to collect, report, or remit any taxes arising from any transaction. However, if a taxing authority requires us to pay any of your taxes, you will promptly reimburse us for the amounts paid. If the product is shipped from outside your elected country, the recipient of the product may be required to pay, upon delivery, an amount related to assessed sales, goods and services, use, excise, import, value added, or other taxes or duties. Such taxes or duties, if any, are in addition to the sales proceeds collected by Sonlet.

10. Disclaimers and Limitations of Liability

We provide our Services using a commercially reasonable level of skill and care. However, there are certain things that we don’t promise about our Services.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER Sonlet NOR DIRECTANGULAR MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. WE PROVIDE OUR SERVICES “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

Liability for Services

WHEN PERMITTED BY LAW, WE WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN). IN ALL CASES, WE ARE NOT LIABLE FOR DAMAGES NOT REASONABLY FORESEEABLE.

11. General

We may revise these Terms from time to time, so you should look at the Terms regularly. We’ll do our best to post notice of Terms modifications on this page. Changes, addressing new functions for our Services or changes made for legal reasons, will be effective immediately. If you do not agree to the modified Terms for Services, you should discontinue your use of our Services.

These Terms control the relationship between Directangular, Sonlet, and you. They do not create any third party beneficiary rights.

If you do not comply with these Terms, and we don’t take action right away, this does not mean that we are giving up any rights that we may have.

If it turns out that a particular term is not enforceable, this will not affect the enforceability of any other clause in these Terms.

The laws of California, U.S.A., will apply to any disputes arising out of, or relating to, these Terms or the Services. All claims arising out of, or relating to, these Terms or the Services will be litigated exclusively in the federal or state courts of San Diego County, California, USA, and you and Directangular consent to personal jurisdiction in those courts.

Sonlet Shops Addendum of Terms

Welcome to Sonlet Shops!

Sonlet offers its users the ability to resell and purchase certain products, using the software platform “Sonlet Shops.” In addition to the above Terms for all users of Sonlet, the following terms govern the use of Sonlet Shops by Sonlet Sellers and its Customers.

1. Definition of Terms
2. Grant of License
3. Intellectual Property Rights
4. Independent Contractor
5. Customer Return Policy
6. Sonlet Seller Return Policy
7. Minimum Advertised Price
8. Online Sales Restrictions
9. Price and Payment
10. Sales Tax
11. Indemnification
12. Termination

Definitions

“Customer(s)” means those users of Sonlet that agree to purchase Products from Sonlet Sellers via the Sonlet Shops platform.

“Product(s)” means branded clothing, accessories, and other licensed products, provided by Suppliers selected by Sonlet, intended for resale by Sonlet Sellers at a retail price.

“Sonlet Seller(s)” means those users of Sonlet that agree to these additional terms through Sonlet Shops and become affiliates that market and resell certain Products, provided by Suppliers, in return for an affiliate payout at a price determined by Sonlet.

“Sonlet Shops” means that software platform offered by Sonlet which offers Customers the opportunity to purchase Products from Sonlet Sellers.

“Supplier(s)” means those entities that provide Products, as approved by Sonlet, for resale by Sonlet Sellers at a retail price and facilitate Product shipping and returns.

Grant of License

Sonlet grants Sonlet Seller a non-exclusive, non-transferable, royalty free use of its respective logo and copyrighted name and marketing materials for the purpose of promoting and marketing certain branded Products to Customers (the “License Grant”).

Intellectual Property Rights

With the exception of rights expressly granted under the License Grant, each party shall retain its rights to assert and defend copyrights, file and pursue patents, and register trademarks for its original works. Use of Sonlet intellectual property and materials is permitted only in relation to the sale of Products. Sonlet intellectual property and materials shall not be used to promote other brands of apparel or other products unless approved in writing by Sonlet.

Independent Contractor

Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment or fiduciary relationship between Sonlet and Sonlet Seller or an employee/employer relationship. Sonlet Seller is an independent contractor under this Agreement. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other Party to any contract, agreement, or undertaking with any third party.

Customer Return Policy

If Customers receive the wrong item(s) or your item(s) are damaged or defective, Customers can receive full exchange credit within 30 days by providing time stamped pictures of the items to the Sonlet Seller. We recommend just grabbing a pen or magic marker, writing the order number and your name on a piece of paper, snapping a picture of the item and the paper with your cell phone, and then emailing that to the Sonlet Seller. If an item doesn't fit or isn't to your liking, contact the Sonlet Seller as soon as possible and check the Sonlet Seller's individual return policy to see if it's eligible for exchange credit. Sonlet Seller contact information is available on your shopper dashboard

Sonlet Seller Return Policy

If you are the owner of a Sonlet Shop, then you are responsible for managing all the Customer service associated with your shop including, but not limited to, processing returns for your Customer. You also must provide a return policy for your Customers when you create your Sonlet Shop. For most Sellers, we recommend providing Customers the full exchange credit less the costs of return shipping for undamaged items that are returned within 30 days with the original tags.

You are responsible for the wholesale cost of the items that Customers purchase when Customers return items that do not fit, that they do not like, or that they return for any other reason other than a manufacturing defect or because they have received the wrong item (mis shipments).

When a Customer returns items because the supplier ships the incorrect item or the item contains a manufacturing defect (mis shipments), you are eligible to receive a full refund of the wholesale cost of the item plus the cost of shipping the item. (If the customer has ordered item(s) from multiple suppliers or item(s) in the order were not defective, the shipping amounts refunded may not be equal to the full amount paid by the Customer for shipping.) To receive a refund for these items from the supplier, you must collect and submit time stamped pictures of the defective items with handwritten tags containing the Customer’s name and the date of the purchase to the supplier, and you and your Customer will be notified once eligibility for the return is acknowledged by the supplier. We recommend working directly with your Customer to have them send you these photos electronically, rather than having them shipped directly to you, to save the expense of return shipping.

We will provide the Customer with Sonlet Sellers’ contact information in their Sonlet Shops dashboard. When a Customer contacts Sonlet Sellers about a return, Sonlet Sellers will process the return from the Sonlet Shops orders page, where they’ll be able to select the items from the order that are being returned, select the reason for the return, indicate the exchange or refund credit to be provided to the Customer, and whether the Customer is required to return the item(s) to Sonlet Seller prior to receiving a credit or refund . For returns where you require the Customer to return the item(s) to a Sonlet Seller, the Sonlet Seller and the Customer will be provided a link to download and print a return shipping label for the item(s). Any exchange or refund credit provided to the Customer will be debited from your Sonlet account balance.

We recommend helping your Customers find a replacement item at the same time or as soon as Sonlet Sellers process their return and repackaging (if necessary) and reselling the returned items.

Minimum Advertised Price

Suppliers may provide Sonlet Seller a Minimum Advertised Price (“MAP”) for each of its Products. Sonlet Seller agrees to abide by Supplier’s MAP which applies to all authorized resellers of Products. Accordingly, Sonlet Seller agrees not to advertise through any medium of mass communication that any Product will be sold at less than the MAP for each respective Product as listed on Supplier’s then-current price List. Sonlet Seller further agrees not to sell any Product at a volume discount or through any sales promotion that would cause the per sale unit price to drop below the MAP for any respective Product. Sonlet Sellers are in no way prohibited from selling Products at higher prices than the MAP listed on Supplier’s then-current Product price List.

Online Sales Restrictions

Online Marketplaces. Sonlet Sellers are prohibited from reselling Products on other open online marketplaces which includes, but is not limited to, the following online marketplaces: Amazon, Ebay, Walmart, Jet, and Wish.

Other Prohibited Sites. Sonlet Sellers are prohibited from selling Products on sites that advertise or sell the following items or services ("Prohibited Sites"). The types of sites or businesses listed are representative, but not exhaustive. If you are uncertain as to whether a certain site is a Prohibited Site, or have questions about how these requirements apply to you, please do contact us.

Gambling	Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance.
Regulated or Illegal Products or Services	Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online pharmacies; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis; goods or services, the sale of which is illegal under applicable law in the jurisdictions to which your business is targeted or directed.
Adult Content and Services	Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features.
Drug Paraphernalia	Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs.
Online Pharmaceuticals	Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory bodies.

Price and Payment

Customers.Prices for Products are quoted at the time of the order and are subject to change at any time without prior notice. Products are not guaranteed to be in stock.

Sonlet Sellers. The amount paid to Sonlet Sellers will be calculated by subtracting the retailer wholesale cost (as displayed in Sonlet Shops) from the amount paid by customers less shipping, sales tax, and merchant processing fees. Payment to Sonlet Sellers will be provided via electronic debit. Sonlet partners with Stripe for payment processing, and the payment information you submit is collected and used by Stripe in accordance with their privacy policies (for Stripe’s privacy policy, click here).

Sonlet does not store your payment information, apart from your name, the last four digits of your bank account or credit card, and your address which we use to manage the customer support for the platform. For more on how Sonlet handles your information, see our privacy policyhere.

Sales Tax

For all purchases made by Customers on Sonlet.com using Credit Card, Debit Card, or other electronic means, Sonlet will calculate, collect, and file sales tax for purchases made by customers living in the taxing jurisdictions where Sonlet has nexus. As a Sonlet Seller, you may have nexus in taxing jurisdictions where Sonlet does not have nexus, and you may contact us to ensure that we are collecting and filing sales tax in all the taxing jurisdictions where you have nexus. Seller will be provided records of the sales tax collected on each purchase on their Sonlet Shops sales history page. Notwithstanding the above, Sonlet Sellers are responsible for complying with all applicable laws where they do business, including sales tax laws.

Except as otherwise provided in these Terms and Addendum, you agree that Sonlet is not obligated to determine whether taxes apply, and Sonlet is not responsible to collect, report, or remit any taxes arising from any transaction. However, if a taxing authority requires us to pay any of your taxes, you will promptly reimburse us for the amounts paid. If the product is shipped from outside your elected country, the recipient of the product may be required to pay, upon delivery, an amount related to assessed sales, goods and services, use, excise, import, value added, or other taxes or duties. Such taxes or duties, if any, are in addition to the sales proceeds collected by Sonlet.

Indemnification

Sonlet Seller shall indemnify, hold harmless, and defend Sonlet and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees or fines, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, "Losses"), incurred by Indemnified Party and arising out of or relating to any Claim of a third party:

1. Relating to a breach or non-fulfillment of any obligation under this Agreement by Sonlet Seller;
2. Alleging or relating to any grossly negligent or more culpable act or omission of Sonlet Seller (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;
3. Relating to a purchase of a Product by any person or entity purchasing directly or indirectly through Sonlet Seller; or
4. Relating to any failure by Sonlet Seller to comply with any applicable Laws.

Termination

We are entitled to suspend or terminate both Sonlet Sellers and Customers access and use of Sonlet Shops, and to remove and discard any Service Data if: (a) We are notified by Sonlet Seller of a Customer’s failure to pay amounts due to the Sonlet Seller with respect to a purchase; or (b) Sonlet Seller fails to pay any amounts due to Sonlet pursuant to these Terms. You consent to these suspension and termination rights and acknowledge and agree that Sonlet shall have no liability to You of any kind with respect to any such suspension or termination.

Sonlet Shops Supplier Addendum of Terms

Welcome to Sonlet Shops!

By offering products for sale on Sonlet Shops, you (on behalf of yourself or the business you represent) agree to be bound by the Terms of Service, including these Supplier Addendum Terms, and you also agree to abide by the Sonlet Supplier Guide. Notwithstanding, if you have entered into a separate agreement that permits you to offer your Products through Sonlet or its affiliates, then to the extent that you continue to provide your Products on Sonlet pursuant to such separate agreement, transactions of your Products on Sonlet and any tax services we make available under that agreement are governed by the terms of that agreement and not by these Supplier Addendum Terms.

1. Definition of Terms
2. Supplier Onboarding, Product Induction and Selection
3. Product Pricing for Resale
4. Order Fulfillment and Shipping
5. Payment
6. Vendor Order Returns
7. Customer Service
8. Supplier Performance Evaluation
9. Independent Contractor
10. Intellectual Property
11. Indemnification and Limitation of Liability
12. Warranty
13. Tax Matters
14. Confidentiality
15. Force Majeure

Definitions

“Customer” means those users of Sonlet that agree to purchase Products from Sonlet Sellers via the Sonlet Shops platform.

“Market Competitive Pricing” means that all products of similar quality and manufacture shall be priced within 10% of other regularly priced major online retailers.

“Product” means branded clothing, accessories, and other licensed products, provided by Suppliers and selected by Sonlet, intended for resale by Sonlet Sellers at a retail price.

“Sonlet Sellers” means Sonlet’s affiliates and those authorized to resell Products via Sonlet Shops.

“Sonlet Shops” means the marketplace platform offered through Sonlet which offers Customers the opportunity to purchase Products from Sonlet Sellers.

“Supplier” - means those entities that provide Products, as approved by Sonlet, for resale by Sonlet Sellers at a retail price and facilitate Product shipping and returns.

“Vendor Order” means an order for Products offered for resale by a Supplier to Sonlet Sellers.

Supplier Onboarding, Product Induction and Selection

Suppliers are responsible for working with Sonlet or Sonlet’s authorized integration partner for product induction and onboarding. The following information is required from the Supplier:

• Wholesale price of Product
• Minimum Advertised Price
• Manufacturer’s Suggested Retail Price (MSRP)
• Product images
• Shipping costs, which must include the base cost for shipping the first Product and a cost if the Product is added to another Product (e.g. A blouse might have a base shipping cost of $4.00 and an additional shipping cost of $0.50).
• Bank account information

Sonlet will select Products offered to Sonlet Sellers via the platform at its sole discretion.

Product Pricing for Resale

Product Price. Sonlet and Sonlet Sellers may charge any price for Products, as long as it is greater than the Supplier’s Minimum Advertised Price.

Minimum Advertised Price. The Minimum Advertised price may only be set by the Supplier.

MSRP. Stands for manufacturers suggested retail price. The MSRP may also be set by the Supplier, and must be Market Competitive Pricing.

Order Fulfillment and Shipping

Vendor Order Transmission. Vendor Orders will be sent to the Supplier electronically via the platform and shall include a description of the items ordered, quantity of the items ordered, the wholesale price of the items ordered, the order subtotal, and the shipping costs collected for the order and the shipping service selected (expedited or standard).

Vendor Order Shipment. Suppliers shall ship Vendor Orders within three (3) business days of receipt of the order via commercial standard carrier such as USPS, FedEx or USPS. Orders will not be considered shipped until a valid tracking number is attached to the order via the Platform & scanned by the carrier. If Suppliers do not already have access to a shipping labels platform, Suppliers may request complimentary access to Sonlet.com (the monthly subscription fee will be waived) to pay postage and download USPS Shipping Labels.

Vendor Order Cancellation & Delay. Sonlet or Sonlet Sellers may require partial or complete cancellation of Vendor Orders prior to the items being shipped by Suppliers. Suppliers that are unable to fulfill all items in a Vendor Order, must contact Sonlet or Sonlet’s authorized integration partner immediately and no later than three (3) days from receipt of the order. The Vendor Order may then be cancelled or partially cancelled by Sonlet or Sonlet’s authorized integration partner.

Payment

Settlement. Settlement frequency shall occur weekly, or as soon as the balance due is $500 or greater, whichever comes later.

Payment for cost of goods. Wholesale price of Products ordered multiplied by the number of Products ordered less a dropshipping fee. The dropship fee is 10% of the cost of goods, so Suppliers should remember to adjust the wholesale price of Products accordingly.

Payment for shipping. For every Vendor Order, Sonlet will pay the greatest of the base shipping costs of all the Products in the order, plus the additional shipping cost of each additional item in the order, as provided by the Supplier.

Deductions. Payments for shipping and cost of goods may be deducted for mis shipments, returns, and cancelled orders.

Vendor Order Returns

Suppliers are responsible for the cost of goods and shipping of all verified mis shipments and damaged or defective goods. These amounts will be deducted as described in the Payment section of the Terms.

Order Return Verification. Suppliers are required to electronically verify returns within 48 hours. Sonlet will provide proof of return, which shall include a description of the items returned, the amounts to be deducted, and the reason for return. Images may be included in the proof to verify defects or damaged goods. We’ll collect pictures of the returned items and make them available to Suppliers.

Supported return policies. Sonlet supports two return policies: 1) Sonlet Sellers are responsible for all returns except mis shipments and manufacturing defects; and 2) Supplier is responsible for all returns.

Customer Service

Suppliers must communicate with Sonlet or Sonlet’s authorized representative within 48 hours to resolve all issues including, but no limited to, Product induction, payment, Vendor Orders, and Vendor Order Returns. Suppliers will not be required to interface with Customers directly. Suppliers must provide a customer service contact, along with his or her phone number and email, who can be reached during normal business hours. We recommend providing an email address that reaches multiple people (a distribution list).

Supplier Performance Evaluation

Sonlet may evaluate Suppliers’ compliance to these terms two times per year, or as may be required. Non-compliance may result in penalty fees or removal of Supplier’s Products from Sonlet.

Independent Contractor

The parties agree that this agreement does not create an employment or fiduciary relationship. Neither party has the right to bind the other party to a third-party agreement or contract.

Intellectual Property

Supplier grants Sonlet and Sonlet Sellers non-exclusive and non-transferable use of its respective logo and copyrighted name and marketing materials for the purpose of promoting and marketing certain branded Products. Pictures will be displayed on the web and posted to social media. Each party retains its rights to assert and defend copyrights, file and pursue patents, and register trademarks for its original works. If you’re not sure what these things mean, Amazon provides a helpful resource here. For help with specific questions, we recommend speaking with an attorney.

Indemnification and Limitation of Liability

Sonlet shall indemnify Supplier and Supplier will indemnify Sonlet and Sonlet Sellers against any and all losses, damages, liabilities, claims, or expenses of whatever kind, including attorneys' fees, and the costs of enforcing any right to indemnification under this Agreement and the cost incurred by the indemnified party and arising out of or relating to any claim of a third party:

1. Relating to a breach of any obligation in this agreement;
2. Alleging or relating to any grossly negligent or more culpable act or omission of either party (including any recklessness or willful misconduct) in connection with the performance of obligations under this Agreement;
3. Relating to any failure by either party to comply with any applicable Laws.

Warranty

In addition to the representations and warranties in Section 8 of the general Terms, Supplier represents and warrants to Sonlet that: (a) Products will be sent without defects, as described in the Product description and as shown in the pictures provided by Supplier (b) it has valid legal title to all Products and all necessary rights to distribute the Products and to perform under these Supplier Addendum Terms; (c) it will deliver all Products in new and in a merchantable condition; (d) Products and their packaging will comply with all applicable marking, labeling, and other requirements required by law; (e) no Product is or will be produced or manufactured, in whole or in part, by child or forced labor; (f) Supplier and all agents involved in producing or delivering Products will strictly adhere to all applicable laws of the countries or territories where Products are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours, and minimum ages of workers; and (g) that all Products (i) can be lawfully exported, as applicable, without any license or other authorization; and (ii) can be lawfully imported into, and comply with all applicable laws of any eligible country.

Tax Matters

Suppliers Product price, which it provides to Sonlet, should include all import taxes and duties; but, not sales tax. Suppliers may request resale certificates from Sonlet, if required.

Confidentiality

Supplier and Sonlet may receive information relating to each other and their services, including but not limited to Customer information (shipping address, e-mails, order information, etc.), that is not known to the general public ("Confidential Information"). Both parties agree that: (a) all Confidential Information will remain the exclusive property of the party sharing the information; (b) they will use Confidential Information only as is reasonably necessary for participation in Sonlet Shops; (c) they will not otherwise disclose Confidential Information to any other Person; and (d) they will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this these Terms.

Force Majeure

Supplier will not be liable for any delay or failure to perform any of their obligations under these Terms by reasons, events or other matters beyond their reasonable control, including but not limited to war, riots, fire, flood, hurricane, typhoon, earthquake, lightning, explosion, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, and acts of state or governmental action prohibiting or impeding any party from performing its respective obligations. If a Force Majeure event continues for longer than 30 days, then Sonlet may elect to remove the products from Sonlet Shops until the Supplier is able to fulfill orders and resume normal operations.