Jane.com Seller Agreement - Jane Seller Portal

Last Modified 8/14/2024

Thank you for your interest in becoming a seller with Very Jane, LLC ("Jane"). Jane has developed a proprietary software platform that allows authorized sellers to offer products for sale through the Jane.com website and associated mobile iOS and Android applications (the "Jane Platform"). By providing sellers with access to the Jane Platform, and by posting certain product listings from time to time on third-party websites or channels that have a co-branding, affiliate, or other connection with Jane.com, Jane controls the marketing, promotion, and sale of participating sellers' products to end customers (the "Jane Seller Program"). Except where you have entered into a separate written agreement with Jane that, by its terms, expressly supersedes this Seller Agreement, your use of the Jane Platform and your participation in the Jane Seller Program are subject to the terms and conditions set forth in this Seller Agreement (this "Agreement") and such additional terms, conditions, policies, and other documents as may be incorporated herein, including, without limitation, Jane's seller policy playbook and the Jane Terms of Use. By clicking the "Accept Terms" button below or registering for the Jane Seller Program, you, the legal entity seeking to participate in the Jane Seller Program ("Seller" or "you"), signify to Jane that you have read, understand, and agree to be bound by this Agreement. If you do not agree to this Agreement, you may not participate in the Jane Seller Program or access the Jane Platform. The individual signifying acceptance of this Agreement represents and warrants that he or she has full authority to accept and bind Seller to this Agreement.

1. JANE SELLER PROGRAM

Participation in the Jane Seller Program. Subject to Seller's compliance with the terms and conditions of this Agreement, Jane grants to Seller during the term of this Agreement the right to participate in the Jane Seller Program for the sole and exclusive purpose of enabling Jane to market, promote, and sell Seller Products (as defined herein) through the Jane Seller Program. Jane shall act as the merchant of record for all sales of Seller Products made through the Jane Seller Program.
Access to the Jane Platform. Seller's access to the Jane Platform shall be per the Jane Terms of Use.
Third-Party Channels. In connection with Seller's participation in the Jane Seller Program, Jane may, at its discretion, make Seller Product Information available through the sites, applications, and/or other channels of its Sellers, affiliates, and third-party partners including, without limitation and for example only, Facebook and other social media channels (collectively, "Third-Party Channels") for the purpose of marketing, promoting, and selling Seller Products on or through such Third-Party Channels. In addition to its obligations to comply with the terms and conditions of this Agreement, Seller agrees to cooperate with Jane, upon Jane's reasonable request, to comply with all applicable terms and conditions of any Third-Party Channels.
Seller Portal. Following Seller's acceptance of this Agreement, Seller shall be granted access to and shall promptly register as a seller on Jane's online administrative tool (the "Jane Seller Portal"). Through the Jane Seller Portal, Seller shall have the ability to access the Jane Platform in order to submit Seller Product Information, track and process sales orders, and manage customer service-related activity. Seller shall access the Jane Platform via the Jane Seller Portal and through no other way.
Seller Central. Following Seller's acceptance of this Agreement, Seller shall also be granted access to the Jane Seller community interface (the "Seller Central"), through which Seller shall have access to the Jane policies and information applicable to the Jane Seller Program, including, without limitation, the Seller Playbook (as defined herein). Jane may also post notices and provide other communications to Seller via the Seller Central. Seller should visit the Seller Central frequently and ensure it is aware of and familiar with the contents of the Seller Central. By accessing or using the Jane Seller Portal or Jane Platform, Seller signifies to Jane that it has reviewed and is familiar with all current and applicable materials and communications made available to Seller through the Seller Central.
Seller Access. Seller shall ensure that any Seller employees or contractors that access the Jane Seller Portal and/or Seller Central through or on behalf of Seller do so only as directed and approved by Seller, and that all such employees or contractors comply with all applicable terms and conditions of this Agreement. Seller shall be responsible for, and will be liable to Jane with respect to, the acts or omissions of any employees or contractors in relation to the Jane Seller Portal and/or Seller Central as if they were Seller's own acts or omissions.
Seller Products. The rights granted to Seller hereunder with respect to its participation in the Jane Seller Program and its access to and use of the Jane Platform shall apply only with respect to tangible goods which are offered for sale by Seller in the ordinary course of Seller's business and which meet each of the following criteria (collectively, "Seller Products"): (i) Seller possesses all rights and licenses necessary to promote, market, distribute, and sell such goods, and to permit Jane to do the same, and (ii) the goods are not prohibited by Jane's Prohibited Items Policy, which is a part of and available for review through the Seller Playbook (as defined herein) at https://sell.jane.com/seller-playbook#prohibited. All Seller Products shall be of high quality, free of defects, and authentic, and, in appropriate circumstances, include a certificate of authenticity.
Stripe Connect. Jane partners with Stripe, Inc. ("Stripe"), a third-party payment service provider, to collect payments for purchases made on the Jane Platform and through Third-Party Channels. Prior to Jane marketing and selling Seller's Products, Seller must successfully complete the applicable account ("Stripe Account") application process with Stripe and agree to Stripe's connected account agreement (accessible at https://stripe.com/legal/connect-account) and any other terms and conditions required by Stripe (collectively, the "Stripe Agreement"). Seller authorizes Jane to direct Stripe to direct payments to or from Seller's Stripe Account. Seller's Participation in the Jane Seller Program is subject to Seller's compliance with the Stripe Agreement. Seller acknowledges and agrees that Jane is not a party to the Stripe Agreement and Seller is solely responsible for complying with its terms and conditions. Jane is not responsible for Stripe's services or Stripe's failure to make funds available to Seller. Seller's only recourse for Stripe's failure to pay is to bring action against Stripe.
Other Third-Party Payment Service Providers. Jane may from time to time elect to utilize payment service providers other than Stripe to complete the purchase and sale of Seller's Product. For such transactions, Seller authorizes Jane to act as Seller's payment agent and directs Jane to collect and process payments on Seller's behalf. Seller will credit the customer for the full amount of the funds received by Jane, which credit is irrevocable. Seller agrees that payment to Jane for these transactions constitutes payment to Seller and receipt of payment by Jane extinguishes Seller's obligation to customer, regardless of whether Jane actually remits such funds to Seller.

2. OBLIGATIONS AND RESTRICTIONS INCORPORATED BY REFERENCE

Jane Seller Playbook. In addition to all other obligations and covenants set forth herein, Seller's participation in the Jane Seller Program and access to and use of the Jane Platform shall be subject to those additional terms and conditions set forth in Jane's seller policy playbook (the "Seller Playbook"), which is accessible through the Seller Central at https://sell.jane.com/seller-playbook. Except where otherwise agreed to by the parties, neither the Seller Playbook nor any other content posted to the Seller Central or Jane Seller Portal shall be accessible to Seller until such time as Seller has accepted this Agreement and has registered as a seller on the Jane Seller Portal in accordance with Section 1(d).
Review of Seller Playbook and Commission Schedule. Following your registration for the Jane Seller Program, Seller should promptly and carefully review the Seller Playbook and the then-current commission schedule applicable to the Jane Seller Program, a copy of which is available here: https://sell.jane.com/seller-playbook#commission (the "Commission Schedule"). Seller shall have 14 days following the date of its initial log-in to the Jane Seller Portal to review the terms and conditions of the Seller Playbook and the Commission Schedule to determine acceptability. In the event that Seller does not agree to comply with the Seller Playbook or Commission Schedule, Seller shall promptly (but in any event prior to the expiration of the 14-day period and prior to listing any Seller Products) provide to Jane written notice of termination of this Agreement, which notice shall become effective upon receipt by Jane. Seller's sole and exclusive remedy with respect to any dissatisfaction as to the terms and conditions of the Jane Playbook or Commission Schedule shall be to terminate this Agreement as set forth in the preceding sentence. Any failure by Seller to provide a notice of termination to Jane prior to the expiration of the 14-day period, or any earlier submission of a Seller Product listing, shall constitute Seller's acceptance of and agreement to be bound by the Seller Playbook and Commission Schedule.
Commission Schedule. Jane will retain a commission for each Seller Product sold through the Jane Platform or through Third-Party Channels, which commission shall be at the applicable Commission Rate as set forth in the Commission Schedule and based on the full product listing price for the applicable Seller Product. As more specifically set forth in Section 3(c) of this Agreement, the full product listing price shall include both the base product price and all shipping, handling, and other relevant charges (other than applicable taxes). In determining the applicable Commission Rate, Jane shall have the right, in its sole judgement and discretion, to determine the appropriate Seller Product Type category for each individual Seller Product. All decisions by Jane with respect thereto shall be final.
Updates to Seller Playbook and Commission Schedule. Notwithstanding anything herein to the contrary, Jane shall have the right, at its election and in its sole discretion, to update, amend, or revise the Seller Playbook and/or Commission Schedule from time to time, which update, amendment, or revision shall become effective immediately upon provision of notice to Seller, which notice may be provided through the Jane Seller Portal and/or Seller Central. In the event that Seller does not accept any such update, amendment, or revision, Seller shall promptly (but in any event prior to the effective date of such update, amendment, or revision) provide to Jane written notice of termination of this Agreement, which notice shall become effective (subject to Section 13(b) hereof) upon receipt by Jane. Seller's sole and exclusive remedy with respect to its disagreement over any update, amendment, or revision to the Seller Playbook and/or Seller Central shall be to cease participating in the Jane Seller Program and accessing and using the Jane Portal, and to promptly terminate this Agreement in accordance with the preceding sentence. Any access or use of the Jane Platform or other participation in the Jane Seller Program by Seller following the effective date of any update, amendment, or revision to the Seller Playbook or Commission Schedule shall constitute Seller's acceptance of and agreement to be bound by the updated, amended, or revised Seller Playbook or Commission Schedule, as the case may be.

3. MARKETING AND SALE OF SELLER PRODUCTS

Jane Obligations. Subject to and conditioned upon Seller's compliance with this Agreement, and in exchange for the commissions to be retained by Jane as set forth below, Jane agrees to market and promote for sale on the Jane Platform (and, in Jane's discretion, on or through any Third-Party Channel) such Seller Products as are made available for sale by Seller and approved by Jane in its discretion as part of the Product Listing Process. Notwithstanding the foregoing or anything herein to the contrary, Jane shall have the right to, in its sole and absolute discretion, (i) deny any request to list Seller Products for sale on the Jane Platform or any Third-Party Channel, (ii) limit the number of Seller Products listed for sale on the Jane Platform or any Third-Party Channel, (iii) limit the duration of any sale of Seller Products through the Jane Platform or any Third-Party Channel, and (iv) remove any and all listings of Seller Products from the Jane Platform or any Third-Party Channel.
Marketing and Sale. With respect to any Seller Product that Jane selects for sale on the Jane Platform (or any Third-Party Channel), Jane shall have sole and complete discretion to determine how to market, promote, distribute, and sell the Seller Products to its customers. Jane shall have no obligation to sell any minimum quantity or minimum value of Seller Products. Any changes by Seller to any Seller Product listing that has been approved by Jane for marketing (including the cancellation or rescheduling of any listing) may only be as expressly agreed to by Jane in advance and in writing.
Product Pricing. With respect to any Seller Product that Jane selects for sale on the Jane Platform (or any Third-Party Channel), Jane shall sell such Seller Product at the price proposed by Seller and approved by Jane in accordance with the Listing Policy. All pricing proposals submitted by Seller to Jane in connection with the Product Listing Process set forth in the Listing Policy must (i) not be higher than the price offered to other retailers of the Seller Product (whether online or brick-and-mortar), and (ii) strictly comply with applicable laws and (to the extent not in conflict with those laws) all written pricing requirements provided by Jane to Seller from time to time, including, without limitation, those requirements set forth in Jane's Pricing Policy (the "Pricing Policy"), which is incorporated within the Seller Playbook and available at https://sell.jane.com/seller-playbook#pricing. Unless otherwise stated in the Pricing Policy, all listed prices are understood to include all shipping, handling, and other relevant charges (other than applicable sales tax).
Inventory. In order to facilitate Jane's marketing, promotion, and sale of Seller Products through the Jane Platform or any Third-Party Channel, Seller shall maintain such inventory levels as are required under Jane's Inventory Policy, which is incorporated within the Seller Playbook and available at https://sell.jane.com/seller-playbook#inventory.
Seller Product Sales. Following any sale of Seller Products by Jane through the Jane Platform or any Third-Party Channel, Jane shall notify Seller of the order details through the Seller Portal. Seller must acknowledge, accept and ship all such orders in accordance with all written shipping and fulfillment requirements provided by Jane to Seller from time to time, including, without limitation, those requirements set forth in Jane's Shipping and Fulfillment Policy (the "Shipping and Fulfillment Policy"), which is incorporated within the Seller Playbook and available at https://sell.jane.com/seller-playbook#shipping. Without limiting the generality of the foregoing, Seller agrees to process and fulfill all orders within the shipping lead times specified in the Shipping and Fulfillment Policy.
Commissions and Sales Proceeds. Jane is entitled to retain a commission, calculated in accordance with the Commission Schedule, for all Seller Products sold through the Jane Platform or through Third-Party Channels as part of the Jane Seller Program. Unless otherwise indicated in the Commission Schedule, all commissions will be a percentage of the applicable product listing price. Following any sale of Seller Products by Jane through the Jane Platform or any Third-Party Channel, Jane shall remit to Seller, no later than seven (7) days following the appropriate Fulfillment Date (as defined below), an amount equal to the amount collected from the customer for such sold Seller Product, less the commission due to Jane with respect to the sold Seller Product, as described above, and any Reduction Amounts (as defined in subsection 3(g) below) not previously recouped by Jane. For purposes of this Agreement, "Fulfillment Date" shall mean: (i) the date on which the applicable order's status is first shown in the Seller Portal as "delivered", as reported by the shipping carrier (using tracking information uploaded to the Jane Seller Portal in accordance with the Fulfillment Policy, where applicable); or (ii) where applicable, with respect to sales of Seller Products by Jane through a Third-Party Channel, the date that Jane receives payment from the applicable Third-Party Channel for such sale of Seller Products, as set forth in the Third-Party Channel's terms and conditions.
Reduction Amounts. Notwithstanding anything herein to the contrary, Jane is entitled to withhold from any payment due to Seller hereunder the sum of the following amounts (collectively, "Reduction Amounts"): (i) any damage and defect allowance agreed to by Jane in accordance with Section 5(b) and referenced in Seller's Jane Seller Portal registration information; (ii) any customer refunds granted by Jane with respect to prior sales of Seller Products (less commissions retained by Jane on the refunded amount); (iii) any chargebacks attributable to prior sales of Seller Products (less commissions retained by Jane on the chargeback amount), together with all service and other fees imposed on Jane with respect to such chargebacks; and (iv) any fees or fines imposed on Jane by a third party related to Seller's participation in the Seller Program. Jane shall have the right, at its election and in its sole discretion, to (A) deduct from any amounts owing to Seller pursuant to this Agreement all or any portion of outstanding and unpaid Reduction Amounts, and/or (B) seek direct reimbursement from Seller for all or any portion of outstanding and unpaid Reduction Amounts, which Seller hereby agrees to pay promptly upon request by Jane.
Payment Instrument. Jane reserves the right to require Seller to provide Jane with a credit card issued to Seller for Jane to charge to recover Reduction Amounts in excess of the balance of your Stripe Account.
Reserve Account. Upon Jane's request, Seller agrees to establish and fund an account of a type acceptable to Jane in Jane's sole discretion for the sole purpose of securing, in Jane's favor, any payment or reimbursement obligations arising out of Seller's participation in the Jane Seller Program ("Reserve Account"). Jane has the sole right to determine the minimum amount Seller must maintain in the Reserve Account ("Reserve Minimum") and other conditions applicable to the Reserve Account. Jane in its sole discretion may increase or decrease the Reserve Minimum upon prior notice to Seller. If Seller fails to maintain the Reserve Minimum, Jane reserves the right to suspend or terminate Seller's participation in the Jane Seller Program. Seller grants Jane a lien and security interest in the Reserve Account. This means that if Seller has not paid funds that Seller owes Jane under this Agreement, Jane has a right superior to the rights of any of Seller's other creditors to take control of the Reserve Account and transfer funds in the Reserve Account to Jane to satisfy Seller's obligations to Jane. Upon Jane's request, Seller will execute and deliver any documents and pay any associated costs relating to creating, perfecting, or maintaining a security interest in the Reserve Account, including but not limited to executing a relevant account control agreement and the filing any relevant security interest forms contemplated under the Uniform Commercial Code.

4. PRODUCT INFORMATION AND ADVERTISING

Seller Product Information. Seller shall submit to Jane through the Jane Seller Portal such information and materials with respect to Seller Products as may be necessary or useful for Jane to promote, market and sell such Seller Products (collectively, "Seller Product Information"). Seller Product Information may include, without limitation, product title, description, category, materials, dimensions, UPC, SKU, photos, videos, product weight, shipping weight, shipping type, wholesale price, retail price, and any applicable internet minimum advertised price. All Seller Product Information provided to Jane or otherwise made available to Jane through the Jane Seller Portal shall (i) be accurate, comprehensive, complete, and of at least the same level of quality and as the data, images, information and other materials displayed or used in Seller's other sales channels; (ii) comply in all respects with any written requirements provided to Seller by Jane from time to time, including, without limitation, those set forth in Jane's Product Listing Quality Policy (the "Listing Quality Policy"), which is incorporated within the Seller Playbook and available at https://sell.jane.com/seller-playbook#product-listing, and Jane's Copyright Infringement Policy, which is also incorporated within the Seller Playbook and available at https://sell.jane.com/seller-playbook#copyright; (iii) not be false, misleading, or deceptive; and (iv) when used by Seller and Jane as contemplated hereunder, not infringe, misappropriate, or otherwise violate the copyright, trademark, or other intellectual property rights of any third party. Seller shall be solely and exclusively responsible for ensuring the compliance of all Seller Product Information with the foregoing requirements; provided, however, that Jane may, when it deems it necessary or advisable, amend, modify or correct any Seller Product Information or require Seller to do the same. Seller shall notify Jane immediately should Seller discover or be made aware that any Seller Product Information does not fully comply with the requirements of this Section.
Grant of License. Seller hereby grants to Jane during the term hereof a worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, assignable right and license to use, reproduce, publicly perform and display, distribute, adapt, modify, re-format, create derivative works of, and otherwise exploit in any manner the Seller Product Information (including as may be modified or updated by Jane or Seller as provided for herein) for the purpose of marketing, promoting and selling Seller Products, marketing and promoting the Jane Platform, and performing Jane's other obligations hereunder.
Advertising. Seller agrees to not bid on, use, or advertise with, any Jane brand keywords. Seller must add "Jane" as a phrase match negative to all search engine marketing campaigns. Specifically, Seller's advertisement shall not appear whenever a search query contains the word "Jane." Seller is not, through this Agreement, receiving any rights of any nature in the trademarks, service marks, trade names, logos, or any other identifiers created, owned by, or otherwise held by Jane.

5. RETURNS AND CUSTOMER SERVICE

Jane Return Policy. Except as expressly set forth in subsection 5(b) below, all customer returns of Seller Products sold through the Jane Platform shall be governed by, and Seller agrees to comply with, Jane's Return Policy (the "Return Policy"), which is incorporated within the Seller Playbook and available at https://sell.jane.com/seller-playbook#returns. All customer returns of Seller Products sold through a Third-Party Channel shall be governed by, and Seller agrees to comply with, the return policies of such Third-Party Channel.
"No Returns" Policies. Notwithstanding the foregoing, in the event that Seller has a "no returns" policy whereby it does not accept returns of Seller Products under any circumstances, Seller shall be excused from compliance with the Return Policy with respect to Seller Products sold through the Jane Platform only if: (i) Seller agrees to (and does, in accordance with Section 3(g) hereof) pay to Jane a damage and defect allowance to cover such returned items, the amount of which damage and defect allowance shall be determined by Jane in its sole discretion and set forth in Seller's Jane Seller Portal registration information; and (ii) Seller's "no returns" policy is clearly disclosed in any listing of Seller Products on the Jane Platform.
Customer Service. Jane may receive customer support requests and inquiries pertaining to Seller Products and orders for the same, and will refer such requests to Seller; provided, however, that Jane reserves the right to process refund requests and routine customer support matters directly as it determines to be appropriate. Seller shall provide, at its sole cost and expense, all customer service support in response to any requests or inquiries referred to or received directly by Seller; provided, however, that Seller will refer such requests or inquiries to Jane to the extent, if any, required by the Seller Playbook. Seller shall respond to all applicable customer support requests and inquiries (whether received directly or submitted through Jane) promptly and in a manner that reflects positively on Jane, the Jane Platform, and any applicable Third-Party Channel.

6. RECALLS AND REGULATORY MATTERS

Recalls. In the event that Jane or Seller is required (or voluntarily decides) to initiate a recall, withdrawal, or field correction of any Seller Products sold by Jane through the Jane Platform or any Third-Party Channel, the parties agree to work together in good faith, but at Seller's sole cost and expense, to effectuate such recall and to disseminate any necessary safety information. Seller will be liable for all expenses and costs related to any recall, withdrawal or field correction of any Seller Product, including any and all expenses, costs and losses that may be incurred by Jane, its sellers, affiliates, third party partners, and owners of Third-Party Channels.
Regulatory Matters. Seller shall immediately inform Jane (i) upon receipt of any correspondence (for example, issuance of a warning letter) from governmental regulatory authorities regarding any Seller Products; or (ii) if it obtains any information that could indicate a safety, quality, regulatory or other legal concern associated with any Seller Product. Seller shall coordinate with Jane its response to any regulatory action with respect to the Seller Products or the marketing, promotion or sale of the same by Jane through the Jane Platform or a Third-Party Channel.
Proposition 65. Seller shall take all reasonable steps to ensure that all Seller Products are compliant with California's Prop 65 (Cal. Health & Safety Code §§ 25249.5 - 25249.14, et seq.) which prohibits the knowing and intentional exposure of any individual to a chemical known to the State of California to cause cancer or reproductive toxicity without first giving clear and reasonable warning to such individual. Seller may comply with Prop 65 ("Prop 65 Compliance") by either: (1) ensuring that the Seller Products do not require a Prop 65 warning; or (2) providing a warning that complies with all requirements of Prop 65 and related regulations. Seller expressly represents and warrants Prop 65 Compliance with respect to each Seller Product. If Seller elects to achieve Prop 65 Compliance through the provision of a warning (clause (c)(2), above) that is provided through a retail platform or channel, Seller shall in writing provide to Jane all specifications concerning the warning, including the text, font size, color and content of the warning for display on such retail platform or channel and any other communication, if any, to be sent to the end customer. Jane's or any Third-Party Channel's duties with respect to complying with Prop 65 are expressly limited to adhering with Seller's written directives and instructions concerning warnings and allowing customers to return any Seller Products that Seller reasonably believes are not Prop 65 Compliant for a full refund (including all shipping and handling fees). Seller shall defend and indemnify Jane and any Third-Party Channel with respect to any claim asserting a violation of Prop 65.

7. PRIVACY AND DATA SECURITY

Seller acknowledges that, in connection with the transactions contemplated by this Agreement, Jane will provide to Seller certain Personal Information (defined below) relating to purchasers of Seller Products ("Customer Data"). Seller shall (i) process, use and protect all Customer Data in compliance with all applicable laws, rules, and regulations, including without limitation consumer protection, privacy, and information security laws, and applicable regulatory guidance, and the Seller Playbook, (ii) only use Customer Data as required to complete and fulfill orders, complete returns, and resolve customer service issues, (iii) not sell Customer Data to any third parties or share it with third parties for targeted advertising or cross-context behavioral advertising purposes, or combine Customer Data with any data or information received from or on behalf of another person, including any of Seller's customers outside the Jane Platform, (iv) implement and maintain appropriate technical, physical and organizational measures, no less stringent than industry standards, to protect against unauthorized or unlawful processing of Customer Data and against accidental loss or destruction of, or alteration of, or damage to, or unauthorized disclosure of access of Customer Data, (v) immediately inform Jane of any actual or suspected unauthorized or unlawful processing of Customer Data or any accidental loss or destruction of, or damage to, Customer Data, and make available to Jane all information regarding the foregoing, and (vi) delete Customer Data after the order has been processed.
Without limiting the generality of the foregoing, Customer Data may not be used by Seller to contact or market to customers on an unsolicited basis via any means. All communication between Seller and customers must strictly comply with Jane's Seller Communication Policy, which is incorporated within the Seller Playbook.
For purposes of this Agreement, "Personal Information" means any information that reasonably can be associated with or relates to or describes an individual or household, including any data that is linked or linkable to an individual or household.

8. INTELLECTUAL PROPERTY RIGHTS

Seller Logos and Designs. Seller shall retain all right, title and interest in and to all of Seller's trademarks, logos, product and Seller names, promotional graphics and related marketing designs (the "Seller Branding"); provided, however, that: (i) Seller hereby grants to Jane during the term hereof a worldwide, royalty-free, non-exclusive, sublicensable, and assignable right and license to use the Seller Branding, as well as Seller's corporate and/or trade name, for the purpose of marketing, promoting and selling Seller Products, and performing Jane's other obligations hereunder; and (ii) Seller will not use or claim any of Jane's trademarks, logos, names, or branding as part of the Seller Branding.
Links to Third Parties. The Jane Platform and Jane Seller Portal may link to third-party websites (including Third-Party Channels), applications, or other resources. Seller acknowledges and agrees that Jane has no control over and is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, privacy policies, practices, or services on or available from such websites or resources. Seller expressly relieves Jane from any and all liability arising from Seller's (or its customers') use of any third-party website or resources.
Feedback. To the extent that Seller provides Jane with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Jane Platform, Jane Seller Program, Jane Seller Portal, or Seller Central (collectively, "Feedback"), Seller hereby assigns and agrees to assign to Jane all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agrees that Jane will be free to use such Feedback in any manner, including by implementing such Feedback in the Jane Platform, Jane Seller Portal, Seller Central and/or Jane's other technologies, products and services, without compensation or other obligation to Seller.
Publicity License Grant. Seller hereby grants Jane and its subsidiaries and affiliates, successors, licensees, agents, assigns and other third parties designated by Jane, a worldwide, irrevocable, royalty-free right and license to use any photographs and videos, submitted by Seller that may contain Seller's name, image, likeness, voice, personal history, or other indicia or resemblance of Seller's person or personality, as well as any image, copyrightable material or other intellectual property rights in and to such submitted content (collectively, "Seller's Publicity Materials") for Jane's commercial and business purposes in one or more film, video, or multimedia production(s), on Jane's website and social media websites or other media (whether now known or hereafter created) and in any educational, advertising, marketing and promotional materials, in each case, in connection with the promotion of Jane, its products and services. Seller understands and agrees that Jane shall have no obligation to use Seller's Publicity Materials, and Seller has no right to further review or approve any use of the Seller's Publicity Materials authorized by this Agreement.

9. REPRESENTATIONS AND WARRANTIES

Mutual Representations and Warranties. Each party hereby represents and warrants to the other that: (i) it has the full right, power and authority to enter into this Agreement; (ii) this Agreement is a valid and binding obligation of such party; (iii) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations; and (iv) it shall comply with all applicable laws, rules and regulations, including applicable intellectual property, privacy, and data protection laws, in performing its obligations or enjoying its rights hereunder.
Seller Representations and Warranties. Seller hereby represents and warrants to Jane that: (i) Seller possesses all rights and licenses necessary for it to promote, market, distribute, and sell all Seller Products, and to permit Jane to do the same as contemplated hereunder; (ii) the Seller Products do not contain unlicensed third-party trademarks or copyrighted material, nor otherwise infringe, misappropriate, or violate the intellectual property, publicity, or other rights of any third party; (iii) when used by Seller and Jane as contemplated hereunder, neither the Seller Product Information nor the Seller Branding will infringe, misappropriate, or otherwise violate the intellectual property, publicity, or other rights of any third party; (iv) it will perform its obligations under this Agreement in accordance with the requirements under Section 7 (Privacy and Data Security); and (v) the Seller Products are and shall (A) be of a high quality and free from defects, (B) be manufactured in accordance with and comply with all applicable laws and regulations, (C) be packaged, labeled, and shipped in accordance with, and otherwise comply with, all requirements set forth in the Seller Playbook, (D) be merchantable and free and clear of any lien or encumbrance, (E) be new, safe for normal use, and fit for the intended purpose, and (F) not contain any harmful substances.

10. INDEMNIFICATION

Seller shall indemnify and hold harmless Jane, its affiliates and officers and directors, and its and their respective successors, assigns, heirs, executors, administrators, and personal representatives from and against any and all actions, causes of action, damages, claims, liabilities, obligations, costs, losses, expenses, and demands whatsoever, which arise from or relate to: (i) the Seller Products, Seller Branding, Seller's Publicity Materials, or Seller Product Information and/or the use thereof by Seller, Jane, or any customer; (ii) the breach by Seller of any representation, warranty, or covenant set forth herein; or (iii) any claim that the Seller Products, Seller Branding, Seller's Publicity Materials, or Seller Product Information infringe, misappropriate, or otherwise violate the intellectual property, publicity, or other rights of any third party.

11. DISCLAIMERS; LIMITATION OF LIABILITY

NO WARRANTIES. THE JANE SELLER PROGRAM IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, AND JANE EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, AND FITNESS FOR ANY PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. JANE MAKES NO REPRESENTATION OR WARRANTY THAT ANY CERTAIN LEVEL OF SALES OF SELLER PRODUCT WILL BE ACHIEVED THROUGH THE JANE PLATFORM OR THROUGH PARTICIPATION IN THE JANE SELLER PROGRAM.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL JANE OR ITS AFFILIATES, LICENSORS, PARTNERS, AND SERVICE PROVIDERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE, APPS, SERVICES OR THE CONTENT, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE JANE ENTITIES' MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THESE TERMS OF USE OR THE SITE, APPS, ANY SERVICE OR CONTENT IS LIMITED TO THE GREATER OF (a) THE AMOUNT PAID, IF ANY, BY YOU TO JANE IN CONNECTION WITH YOUR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (b) U.S. $100.00. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE.

12. INSURANCE

Seller, at its sole cost and expense, shall maintain in effect at all times during the term of this Agreement policies of commercial general liability insurance, including products liability and completed operations liability insurance, covering liabilities relating to the Seller Products. The insurance shall include a broad form Seller's endorsement naming Jane as an additional insured party, and shall be in amounts and containing such other provisions satisfactory to Jane; but in no event shall such insurance be in amounts less than: (A) Commercial General Liability insurance, including contractual liability, on an occurrence form, with limits no less than US$ 1,000,000 each occurrence, US$ 2,000,000 in the General Aggregate, and US$ 2,000,000 Products-Completed Operations Liability Aggregate; and (B) Umbrella liability insurance, including products liability-completed operations liability, with limits no less than US$ 5,000,000. Such coverage shall be primary and noncontributory over any and all other insurance maintained by Jane and shall include severability or separation of insured's provision. Such coverage shall have a "world-wide" territory provision including lawsuits brought in the United States and shall be placed with insurers with a current A.M. Best rating of A VIII or better. Such coverage shall not be terminated during the term of this Agreement or thereafter without at least 30 days prior written notice to Jane. Certificates of insurance evidencing such coverage and including a copy of the additional insured endorsement shall be submitted in advance of or concurrent with the acceptance of a Seller Product listing, upon each policy renewal, and upon request by Jane.

13. TERM AND TERMINATION

Term. This Agreement shall be effective as of the date of acceptance hereof, and unless sooner terminated as provided for herein shall continue for a period of one (1) year. Thereafter, and unless otherwise terminated as provided for herein, this Agreement will automatically renew for consecutive additional one (1) year periods, unless either party notifies the other of its intent not to renew at least ninety (90) days prior to the end of the then-current term.
Termination. This Agreement may be terminated as follows, subject to subsection 13(c) below: (i) by either party and at any time upon thirty (30) days' written notice to the other party; (ii) immediately by Jane upon written notice to Seller should Seller materially breach any of its obligations hereunder or if Jane is directed to do so by one of its service providers; (iii) by Seller as set forth in Section 2(b) hereof; or (iv) by Seller as set forth in Section 2(d) hereof.
Termination Forbearance. Notwithstanding anything herein to the contrary, in the event that Jane elects to terminate this Agreement for convenience as set forth in Section 13(b)(i) hereof, and provided that Seller is not then in breach of (nor has been in breach of) any representation, warranty, or covenant hereunder, Jane shall temporarily suspend the effective date of such termination to the extent necessary to permit Seller to proceed with any Seller Product listing approved by Jane prior to the date upon which Jane provides notice of termination under Section 13(b)(i). In addition to the foregoing, and notwithstanding anything herein to the contrary, in the event that (i) Jane terminates this Agreement for material breach by Seller as set forth in Section 13(b)(ii) hereof, or (ii) Seller terminates this Agreement as set forth in Section 2(d) hereof, Jane may, at its option and in its sole discretion, elect to temporarily suspend the effective date of such termination to the extent necessary to allow Jane to promote, market and sell Seller Products in connection with any Seller Product listing approved by Jane and scheduled to commence within seven (7) days following the date upon which Jane or Seller provides notice of termination under Section 13(b)(ii) or Section 2(d), respectively and as the case may be.
Effect of Termination. Upon termination of this Agreement, (i) except to the extent necessary to comply with clause (d)(iv) below, all rights granted to Seller hereunder with respect to the Jane Seller Program, Jane Seller Portal, and/or Seller Central, shall automatically terminate and Seller shall immediately cease all use of the same; (ii) Jane shall promptly remit to Seller any amounts owing to Seller pursuant to Section 3(f), where such amount accrued prior to the date of termination or in connection with Seller's performance under clause (d)(iv) below; (iii) Seller shall promptly pay to Jane (but in no event more than 14 days following receipt of invoice by Seller) all outstanding Reduction Amounts; and (iv) notwithstanding anything herein to the contrary, Seller shall ship and fulfill all orders arising from the sale of Seller Products by Jane through the Jane Platform or a Third-Party Channel prior to the effective date of termination.

14. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means (subject to the exclusions below) any non-public information of Jane or its customers relating to or disclosed in connection with this Agreement that should be reasonably understood to be confidential, whether or not designated as such. Without limiting the generality of the foregoing, Confidential Information shall include, but not be limited to, the terms of this Agreement, the contents of the Seller Playbook, and the Commission Schedule,. As between Jane and Seller, all Confidential Information will be the property solely and exclusively of Jane. Seller will use the same care to protect the Confidential Information as it uses for its own similar information, but no less than reasonable care, will not disclose Confidential Information to any third party without prior written authorization from Jane, and will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights expressly granted under this Agreement. Seller will promptly return or destroy (and certify the destruction of) the Confidential Information upon request by Jane in connection with the expiration or termination of this Agreement. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Seller; (ii) was already in possession of Seller without confidentiality restrictions at the time of receipt from Jane, as evidenced by written records; or (iii) was independently developed by Seller without violation of this Section 14. If Seller is required to disclose Confidential Information by law, Seller will promptly notify Jane and reasonably cooperate with its efforts to limit or protect the required disclosure but will otherwise not be in violation of this Section 14 on account of making the required disclosure.

15. MISCELLANEOUS

Seller may not assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Jane. Any attempted assignment by Seller in violation of the foregoing will be void. Jane may assign this Agreement without Seller's consent. All notices hereunder shall be in writing and (i) if to Jane, shall be delivered to the following address: Jane, Attn: Legal/Compliance, 7321 E. 6th Ave Scottsdale, AZ 85251, with a copy emailed to [email protected], and (ii) if to Seller, may be provided by mail to Seller's address as listed in the Jane Seller Portal, or electronically through the Jane Seller Portal or Seller Central. Seller shall be solely responsible for ensuring that all Seller contact information listed in the Jane Seller Portal is correct, current and complete. All notices shall be deemed given upon receipt. This Agreement will be governed by the laws of Arizona, excluding its conflict of law rules and the United Nations Convention for the International Sale of Goods. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Scottsdale, Arizona and the parties irrevocably consent to the personal jurisdiction and venue therein. If any part of this Agreement is held to be unenforceable or invalid, in whole or in part, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. The waiver of a breach of any provision of this Agreement will not waive any other or subsequent breach of that or any other provision. The following provisions will survive expiration or termination of this Agreement: Sections 43g), 4(b), 5,6, 7, 8, 9(b), 10, 11, 12, 13(d), 14, and 15. Except as expressly set forth herein, including, without limitation, in Section 2(d) hereof, this Agreement may only be amended or modified by a writing signed by both parties. This Agreement, including all documents referenced or incorporated herein, constitutes the entire agreement and supersede all prior or contemporaneous oral or written agreements between the parties regarding the subject matter hereof. In the event of any conflict between the terms or provisions of this Seller Agreement and the terms of any document or policy referenced herein, the terms of the applicable referenced document or policy shall govern.