Participation Agreement



PARTICIPATION AGREEMENT

Welcome to the Gladli Site (defined below). Any entity that lists products through Gladli must accept the terms and conditions of this Participation Agreement without change. Please read them carefully. If you have any questions, contact us.

This Participation Agreement was last updated on January 26, 2016.

ACCEPTANCE OF PARTICIPATION AGREEMENT

This Participation Agreement document applies to Gladli (“Gladli,” “we,” “us,” and “our”), which is a website (www.gladli.com) and any sites we have now or in the future (collectively, “Site“) that reference this Participation Agreement.

BY LISTING A PRODUCT THROUGH GLADLI, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT LIST A PRODUCT THROUGH GLADLI.

ORGANIZATION OF PARTICIPATION AGREEMENT

  1. About the Site
  2. Eligibility
  3. Product Type
  4. Product Delivery
  5. Product Availability
  6. Product Quantity
  7. Product Returns
  8. Participant Responsibilities
  9. Gladli’s Role
  10. Transactions
  11. Warranties
  12. General Release
  13. Indemnity
  14. Limitation of Liability
  15. Participant’s Grant
  16. Termination
  17. General Provisions
  1. About the Site
The Site is a platform through which certain merchants (“Merchants”) offer a variety of products and goods (“Merchant Offerings”). Merchants are the sellers and issuers of Merchant Offerings. The Merchant is solely responsible for the care and quality of the goods it provides.

All Merchant Offerings, other available programs, and pricing on the Site may change at any time in our sole discretion, without notice.

Gladli retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the services including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site, the services provided, and any element, aspect, portion or feature thereof, from time to time.

  1. Eligibility
Eligibility is limited to parties that can lawfully enter into and form contracts under applicable law.

Merchants must register with Gladli. You must provide real information about your business as requested by us. This includes, but is not limited to, your business name, street address, phone number, and website address.

You represent and warrant that:

  1. If you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for the services within such country;
  2. You have all requisite right, power and authority to enter into this Participation Agreement and perform your obligations hereunder; and
  3. Any information provided or made available by you or your affiliates to Gladli or its affiliates is at all times accurate and complete.
Gladli must approve all entities that list a product through Gladli.

  1. Product Type
Gladli is designed to market consumable products in a variety of categories including, but not limited to, food, drinks, bath products, beauty products, home goods, and health supplements.

Gladli typically lists a variety of products simultaneously. The value of each product will not likely be exactly the same. In order to make a particular selection option have comparable value to other selection options, a Merchant may choose to package more than one individual product into the selection option.

You may not list items that are prohibited by law. Without limitation, you may not list any item or link or post any related material that:

  1. Infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy);
  2. Constitutes libel or slander or is otherwise defamatory; or
  3. Is counterfeited, illegal, stolen, or fraudulent.
Gladli must approve all products and selection options to be listed on the Site.

  1. Product Delivery
For each item you list on the Site, you will provide to us (using the processes and timing that we designate) any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information publicly available. Promptly after shipment of a customer’s order (or any portion of the customer’s order), you will accurately inform us that the order has been shipped (“Confirmation of Shipment”). If you fail to provide Confirmation of Shipment within the time frame specified by us, we may in our sole discretion cancel (and/or direct you to stop and/or cancel) any such transaction, and you will stop and/or cancel any such transaction upon such request by us.

Delivery of products to consumer customers (“Consumers”) must be made, if requested, to any physical postal address within the United States that is recognized by the United States Postal Service.

Delivery of products to Consumers must occur within 1 week (7 calendar days) from the time the product selection signal, which is initiated by a Consumer and processed by Gladli, is delivered to you. Special consideration is taken for products shipping to, or from, addresses located outside the contiguous United States.

Gladli takes responsibility for the delivery of vouchers to Consumers as applicable.

We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper).

  1. Product Availability
Merchants may propose product availability constraints for their products. These constraints may include:

  1. The period of time your product is available on Gladli;
  2. The specific days your product is available within your product availability time period;
  3. The total quantity of your product that is available on Gladli during your product availability time period;
  4. The geographic locations where your product is available; and
  5. The availability of your product to any given Consumer at any given time.
If applicable, vouchers for products listed on Gladli expire 1 week (7 calendar days) after the order is placed. All products listed on Gladli that are designated as a product that will be obtained through the redemption of a voucher, or a product that has been promised by the Merchant to be available at a specified store location for redemption by the Consumer, must be in stock and available for transfer to the Consumer at said specified store location from the time the order for said voucher product is placed until 1 week (7 calendar days) has passed and the voucher has expired.

Availability of all products is in the sole discretion of Gladli. We reserve the right to delay or suspend the listing of, or to refuse to list, or to de-list, or to require the Merchant not to list, any or all products in our sole discretion.

  1. Product Quantity
The quantities of each product listed on Gladli will likely vary. Merchants may propose a quantity of each listed product that they offer.

Quantities of all products are in the sole discretion of Gladli.

  1. Product Returns
Gladli does not accept returned merchandise. Therefore, Merchants are not required to manage the logistics and processing of returned products.

  1. Participant Responsibilities
All Merchants must complete the following actions as well as comply with any other requirements that may be explicitly stated or implied in all other sections of this Participation Agreement.

Each participant must:

  1. Register with Gladli. You must provide real information about your business as requested by us. This includes, but is not limited to, your business name, street address, phone number, and website address.
  2. Submit product selection options to Gladli for approval. Each product selection option must the following information about the corresponding product:

  1. Whether the product will be physically delivered to the Consumer or claimed at a specified location with a voucher;
  2. Name;
  3. Description;
  4. Picture;
  5. Category;
  6. Available inventory; and
  7. Cooldown.

  1. Deliver all items described in action (2) above as requested by Gladli.
  2. Deliver each product selected by a Consumer to the Consumer within 1 week (7 calendar days) from the time the product selection signal is delivered to you.
  3. Honor, and follow through on, each valid voucher presented by a Consumer.
  4. Regularly update the status of orders by marking each delivery order as “shipped” and each voucher order as either “claimed” or “never redeemed” in a timely manner.
  5. Provide Gladli with confirmation of shipment of each item, including a shipment tracking number, if requested, in a timely manner.
  6. Provide Gladli with the web address for each product and/or product selection option.
  7. Post a link on your business website to each of your product pages on the Gladli Site.
  8. Manage all Consumer questions, comments, complaints, and other feedback about your products.
  9. Respond to all of Gladli’s questions, requests, and other communications in a timely manner.
  1. Gladli’s Role
Gladli provides a platform for third-party Merchants and Consumers to complete transactions. We receive a signal from a Consumer when a product is selected. We then relay that signal to the Merchant of the product to initiate the product delivery process.

Gladli is responsible for:

  1. Accurately listing your product selection option(s) on the Gladli Site;
  2. Providing confirmation of product or voucher selection to the Consumer;
  3. Delivering the product selection signal for your product to you in a timely manner;
  4. Providing the information needed to deliver your product, such as the name and shipping address of the Consumer who selects your product, to you in a timely manner;
  5. Providing shipping confirmation to the Consumer;
  6. Providing a voucher, if applicable, for a product selection option to the Consumer in a timely manner; and
  7. Posting a link on the Gladli Site to your product’s web address, if applicable.
Gladli is specifically not responsible for:

  1. Holding inventory of products;
  2. Delivering products to Consumers; or
  3. Accepting, documenting, or responding to customer questions, comments, complaints, or other feedback on products, vouchers, or the delivery of products or vouchers.
  1. Transactions
We or our affiliates may, but are not required to, impose transaction limits on some or all Consumers and Merchants relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. Neither we nor our affiliates will be liable to a Merchant:

  1. If we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us or our affiliates for any reason; or
  2. If we or our affiliates permit a Consumer to withdraw from a transaction because the transaction processing service is unavailable following the commencement of a transaction.
We may refuse service to anyone for any reason. This includes service to Merchants and Consumers.

  1. Warranties
The Site and the services are provided on an “as is” basis. Gladli does not make any other representations or warranties of any kind, express or implied, including without limitation:

  1. The implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
  2. That the site or the services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;
  3. That the information, content, materials, or products included on the site will be as represented by sellers, available for sale at the time of fixed price sale, lawful to sell, or that sellers or buyers will perform as promised;
  4. Any implied warranty arising from course of dealing or usage of trade; and
  5. Any obligation, liability, right, claim, or remedy in tort, whether or not arising from the negligence of Gladli.
To the full extent permissible under applicable law, Gladli disclaims any and all such warranties.

  1. General Release
If a dispute arises between one or more participants, each of you release Gladli (and their respective agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

  1. Indemnity
You will defend, indemnify and hold harmless Gladli and each of our affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to:

  1. Any actual or alleged breach of your representations, warranties, or obligations set forth in this Participation Agreement; or
  2. Your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes.
For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

  1. Limitation of Liability
Gladli will not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with the participation agreement, the Site, the services, the transaction processing service, the inability to use the services or the transaction processing service, or those resulting from any goods or services purchased or obtained or messages received or transactions entered into through the services.

  1. Participant’s Grant
By entering into this Participation Agreement and listing an item, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to Gladli and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site or services); provided further, however, that nothing in this Participation Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to Gladli and its affiliates, and that the use of such materials by Gladli and its affiliates will not infringe upon or violate the rights of any third party.

You give Gladli permission to publicly disclose and/or infer that they are affiliated with Gladli. Gladli is under no obligation to keep our affiliation with you private.

You give us permission to mention your business, your products, or any other general or public information about you on the Gladli Site. You allow Gladli to post links to your business website, such as to your product pages, on our Site.

  1. Termination
Gladli, in its sole discretion, may terminate this Participation Agreement, access to the Site or the services, or any current fixed price sales immediately without notice for any reason.

  1. General Provisions
You agree to the following general provisions.

  1. Entire Agreement. This Participation Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notices and Conditions of Use, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
  2. No Agency; Third-Party Beneficiary. You and Gladli are independent contractors and nothing in this Participation Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Nothing expressed or mentioned in or implied from this Participation Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Participation Agreement. This Participation Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Gladli, you, and relying Consumers or Merchants.
  3. If any provision of this Participation Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
  4. No Waiver. Gladli will not be considered to have waived any of its rights or remedies described in this Participation Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by Gladli in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Gladli’s failure to enforce the strict performance of any provision of this Participation Agreement will not constitute a waiver of either party’s right to subsequently enforce such provision or any other provisions of this Participation Agreement.