Seller Marketplace Terms & Conditions

THIS HEYPLANTS MARKETPLACE VENDOR AGREEMENT (“AGREEMENT”) IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER “YOU” OR “YOUR”) AND HEYPLANTS LIMITED (HEREINAFTER “HEYPLANTS”) GOVERNING YOUR USE OF HEYPLANTS MARKETPLACE AS A VENDOR FOR LISTING YOUR PLANT PRODUCTS

1. HeyPlants Marketplace

HeyPlants Marketplace is a platform that lets vendor post their plant products on HeyPlants Marketplace for use by the customers of HeyPlants Services (“Customers”). As a vendor, you will list your pricing for each product. You understand that HeyPlants will charge you a commission (“Commission”) fee for per sale of your products in the HeyPlants Marketplace.

2. Listing your Plant Products on HeyPlants Marketplace

2.1 Approval Process: Your Plant Products will be subjected to approval process established by HeyPlants prior to being listed on the HeyPlants Marketplace. You will provide information such as titles, descriptions, pictures, logos through the Seller Portal. You are responsible for providing accurate information relating to your Plant Products. If any information that you have provided is inaccurate, you will promptly provide HeyPlants with accurate information. You will be required to address and fix any issues identified by HeyPlants during the approval process within a reasonable timeframe prescribed by HeyPlants. Upon successful completion of the review and approval process, the submitted Plant Products will be listed on HeyPlants Marketplace. You understand that HeyPlants reserves the right to change the review standards and processes in its sole discretion.

2.2 Delivery of Plant Products: you have the option to deliver the product yourself or HeyPlants can  deliver on your behalf to the customer.  For all delivery HeyPlants reasonably requests from you securely package the Plant Products for delivery.

2.3 Payment Terms: HeyPlants will take a Commission for sales through HeyPlants Marketplace. Commission means the amount paid to HeyPlants by the Vendor for the net price of the sale of Plant Products including delivery charge. Commission Rates are found on the vendor portal. HeyPlants will take payment from the Customers through the HeyPlants Marketplace platform and distribute the money to the vendor less commission in 7 days of the date of sale.

2.4 License Grant to HeyPlants: If HeyPlants chooses to list your Plant Products in the HeyPlants Marketplace, you hereby grant HeyPlants, a non-exclusive, royalty-free (subject to payment of listing fees, if any), worldwide license to

2.4.1 Resell, distribute or make available your Plant Products through the HeyPlants Marketplace to Customers by all means of electronic distribution available now or in the future;

2.4.2 Use, reproduce, advertise, promote, transmit, publicly display and publicly perform the Plant Products in any and all digital and other formats for promotional purposes in connection with your listing on the HeyPlants Marketplace;

2.4.3 To use, store, copy and distribute your Plant Products (i) for testing and evaluation purposes; (ii) for purposes of exercising HeyPlants’s rights and fulfilling HeyPlants’s obligations hereunder; and (iii) for the purposes of enforcing this Agreement.

2.5 Compliance: You shall ensure that your Plants Products comply with the terms of this Agreement, all applicable laws and licenses. The terms and conditions of this Agreement will control in the event of any direct conflict with the terms and conditions mentioned herein.

3. Your Support Obligations

You agree to use commercially reasonable efforts to provide chat, email and/or telephone support to Customers or to HeyPlants on behalf of the Customer with respect to the use of Plant Products if needed. You acknowledge that you are solely responsible for providing adequate support to Customers and HeyPlants is in no way responsible for supporting your Plant Products. You shall provide to HeyPlants a current email address to which HeyPlants may direct support inquiries from Customers with respect to your Plant Products. If you receive a support request from HeyPlants or Customers, you shall respond to such request within four (4) days. In cases where we identify an issue to be critical, you agree to respond within six (6) hours from the time of receiving our support request.

4. Restrictions and Responsibilities

4.1 You represent and warrant that you have full power and authority to enter into this Agreement and that all information you provide to HeyPlants is and will be true, accurate and complete;

4.2 You represent and/or warrant that all intellectual property rights to the Plant Products submitted for listing in HeyPlants Marketplace are duly licensed or owned by you. You are solely responsible for ensuring that your Plant Product does not violate any third-party rights (including intellectual property rights and rights of privacy or publicity) or any laws or regulations;

4.4 You acknowledge that other vendors may post similar or otherwise competing Plant Products. You agree not to make any intellectual property right infringement claims against such vendors with respect to the similar or competing Plant Products independently grown by them;

4.5 You agree not to post any Plant Products that may be used for any illegal purpose;

4.6 You are solely responsible for ensuring that your Plant Products will not transmit any viruses, or other harmful matter;

4.7 You agree not to take any action that interferes with, damage or create a load on HeyPlants Marketplace;

4.8 You agree not to make any representations with respect to HeyPlants Marketplace or your Plant Products that violates any law;

4.9 You agree to conduct yourself in a professional manner and not to disparage the goodwill of HeyPlants or HeyPlants Marketplace.

5. Additional Terms

5.1 Ownership: You retain ownership of any intellectual property rights in your Applications. HeyPlants owns all rights, title, and interest, including all intellectual property rights in HeyPlants Applications, HeyPlants Services, APIs, documentation, HeyPlants Trademarks and HeyPlants Marketplace (“HeyPlants Materials”).

5.2 Feedback: You may provide HeyPlants with comments concerning HeyPlants Marketplace . You hereby grant HeyPlants all rights, title and ownership of such Feedback (including all intellectual property rights therein), and HeyPlants may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.

5.3 Trademarks: Your use of any of HeyPlants’s trademarks, logos or trade names (collectively, “HeyPlants Marks”) must comply with the any guidelines published by HeyPlants with respect to use of the HeyPlants Marks. You may not modify or alter the HeyPlants Marks or use them in a confusing way, including without limitation suggesting any sponsorship or endorsement by HeyPlants. You may not use the HeyPlants Marks, or any part thereof, as part of your company name, trademarks or service marks. HeyPlants may terminate your license to use the HeyPlants Marks at any time for any or no reason.

5.4 HeyPlants’s Control of Marketplace: HeyPlants may, in its sole discretion, determine whether to make available or list Plant Products in the HeyPlants Marketplace. HeyPlants may, in its sole discretion, stop any transaction, remove any Plant Products or take other actions as needed to restrict access to or availability of any Plant Products that does not comply with this Agreement or that otherwise might adversely affect HeyPlants or the Customers. Inclusion of your Plant Products in the HeyPlants Marketplace does not relieve you of your responsibility to comply with applicable laws or the obligations specified in this Agreement.

5.5 HeyPlants’s Marketplace Operations: HeyPlants maintains sole discretion to determine all features and operations of the HeyPlants Marketplace. You acknowledge that HeyPlants has no obligation to promote, distribute or list any all selections of Plant Products, or to continue to do so. With respect to the payments that is processed through HeyPlants’s ordering and licensing management system, HeyPlants is responsible for and has sole discretion related to collecting payments, addressing requests for refunds, and providing customer service related to its obligations. HeyPlants will have sole ownership and control of all distribution and other data HeyPlants obtains from Customers in connection with the HeyPlants Marketplace, but will make available certain information to you, subject to Section 5.6.

5.6 Privacy of Customer information: As part of offering your Plant Products on HeyPlants Marketplace, (i) you may collect certain information from Customers some of which may include personally identifiable information (“Vendor Collected Customer Data”); and (ii) HeyPlants may share with you certain personally identifiable information of Customers such as name, company name, physical address, email address and phone number (“HeyPlants Collected Customer Data”) ((“Vendor Collected Customer Data” and “HeyPlants Collected Customer Data” is hereby called “Customer Data”).

With respect to your use of Customer Data, you agree to:

1. Maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in accordance with industry standards;
2. Take all commercially reasonable and appropriate legal, organisational, and technical measures to protect Customer Data against (a) accidental or unlawful destruction (b) accidental loss, alteration or processing, and (c) unauthorised disclosure or access;
3. Comply with all applicable general privacy and data security laws;
4. Use Customer Data solely as permitted under this Agreement and for such other purposes solely as permitted by Customers;
5. Not disclose any Customer Data except as compelled by law or as expressly permitted in writing by Customers;

5.7 Rating and Review of your Plant Products: HeyPlants Marketplace allows Customers to rate and review Plant Products posted on HeyPlants Marketplace. The ratings and reviews will be prominently displayed in the HeyPlants Marketplace in various forms (aggregated, categorised or raw display of the ratings and reviews). The purpose of the ratings and reviews system is to provide a way for Customers to share their feedback about an Plant Products on the HeyPlants Marketplace.

5.8 Aggregated information: HeyPlants may collect aggregate information, excluding any personally identifiable information with respect to the HeyPlants Marketplace and your Plant Products. HeyPlants reserves the right to exploit and use such aggregated information without any restrictions.

5.9 Export: You represent, warrant and certify to HeyPlants that you will comply with all applicable export Laws.

6. Disclaimer of Warranties

HeyPlants materials are provided “as is” and “with all faults”. HeyPlants and its third-party licensors disclaim all representations, warranties and guarantees, whether express, implied or statutory, including implied warranties of merchantability, title, non-infringement and fitness for any purpose. HeyPlants makes no representation, warranty or guarantee (I) that use of HeyPlants materials will be uninterrupted, error-free or meet your requirements or expectations or (ii) that HeyPlants will continue to offer HeyPlants materials.

7. Limitation of Liability

Except for your (I) indemnification obligations under section 8 or (ii) breach of obligations under section 4, or (iii) infringement, misuse or misappropriation of HeyPlants’s intellectual property: (a) neither you nor HeyPlants shall have any liability to the other for any lost profits or for any indirect, special, incidental, punitive, or consequential damages, however caused and, whether in contract, tort or under any other theory of liability, even if you or we have been advised of the possibility of such damages, and (b) in no event shall either you or HeyPlants’s aggregate liability arising out of or related to this agreement or the HeyPlants marketplace, whether in contract, tort or under any other theory of liability, exceed HeyPlants’s margin in the twelve-month period preceding the claim. For the purposes of this agreement, “HeyPlants’s margin” means the amounts received by HeyPlants from distribution of your plant products via HeyPlants’s ordering and licensing management system, minus the amount HeyPlants has paid you.

8. Indemnification

You agree to indemnify, defend and hold HeyPlants and its subsidiaries (including its respective affiliates, officers, directors, employees, contractors and assigns) harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable legal fees) arising out of any claim relating to any Plant Products or the use of Plant Products (including any claims made by or arising from Customers), or from any breach of your representations, warranties or obligations set forth in this Agreement (individually, a “Claim,” and collectively, the “Claims”). You agree not to settle a Claim without HeyPlants’s prior written consent, which may not be unreasonably withheld.

9. Confidentiality

As part of your participation in the HeyPlants Marketplace, you may be given access to certain non-public information (“HeyPlants Confidential Information”), which is confidential and proprietary to HeyPlants. You may use HeyPlants Confidential Information only as necessary in exercising your rights granted in this Agreement. You agree not to disclose HeyPlants Confidential Information without HeyPlants’s prior written consent. You agree that you will protect HeyPlants Confidential Information from unauthorised use, access, or disclosure in the same manner that you would protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

10. Changes

We may modify the Agreement upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to this Agreement that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. If you do not agree to any of the proposed changes, you may terminate this Agreement within 30 days of being notified of the availability of the modified Agreement by (i) providing written notice of termination; and (ii) withdrawing all your Plant Products from the HeyPlants Marketplace. Your continued participation in the HeyPlants Marketplace after the effective date of any change to the Agreement will be deemed to be your acceptance to the modified Agreement.

11. Term and Termination

11.1. This Agreement will remain in effect until terminated by you or HeyPlants. Either party may terminate this Agreement and access to your account at any time by providing thirty (30) days advance days written notice to the other party. In addition, either party may terminate this Agreement immediately upon written notice to the other party if the other party (i) becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, or (ii) materially breaches any of its obligations under this Agreement and does not cure such breach within thirty (30) days of receiving notice of such breach, or (iii) breaches its confidentiality obligations under this Agreement, or (iv) infringes or misappropriates the terminating party’s intellectual property rights.

11.2. Notwithstanding anything to the contrary in this Agreement, immediately upon notice to you, HeyPlants may also terminate this Agreement (and/or terminate or suspend either your account on the HeyPlants Marketplace or this Agreement with respect to any particular Plant Products), if (i) HeyPlants ceases to operate the HeyPlants Marketplace, or (ii) you violate HeyPlants Terms of Service or the HeyPlants guidelines, or (iii) HeyPlants determines (in its discretion) that your participation in the HeyPlants Marketplace could result in legal or business liability to HeyPlants or any third party or otherwise harm HeyPlants Marketplace or other HeyPlants Marketplace vendors or Customers.

11.3 Effect of Termination: Following any termination or expiration of this Agreement or withdrawal of your Plant Products from the HeyPlants Marketplace, (i) you agree to arrange for ongoing support and maintenance for a period of six (6) months for Customers who have purchased your Plant Products through the HeyPlants Marketplace if needed; and (ii) HeyPlants may, in its discretion, un-list your Plant Products from the HeyPlants Marketplace.

12. Arbitration

In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate in good faith with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, HeyPlants may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

13. Governing Law

Contracts for the purchase of Plant Products through our HeyPlants Marketplace shall be governed by English law. Any dispute or claim arising from, or related to, such contracts (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England.

14. General

This Agreement establishes the entire agreement between you and HeyPlants with respect to its subject matter and supersedes and merges all prior proposals, understandings and communications. This Agreement may not be amended except in writing signed by both parties or as provided in Section 10 (Changes) above. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable Laws, and the remainder of this Agreement will remain in full force and effect. Each party will bear its own costs and expenses in performing this Agreement. You acknowledge and agree that HeyPlants’s affiliates, contractors and service providers may exercise all rights of HeyPlants under this Agreement, including HeyPlants’s license rights. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. You may not assign, transfer or delegate any right or obligations under this Agreement and any non-permitted assignment is void. HeyPlants may assign this Agreement and its rights and obligations to any of its affiliates or in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of its assets or voting securities to which this Agreement relate. This Agreement does not create or imply any partnership, agency or joint venture.