Updated June 24, 2021
2. Key Definitions
“Brand” means a seller who offers to sell and/or sells its goods to Retailers through the Services.
“Retailer” means a buyer who purchases goods through the Services for the purpose of resale.
3. Account Registration – Brand Account
Brand Account. To sell goods through the Services as a Brand, you must submit an application to become a brand and be approved by FBA for an account (“Brand Account”), as further set forth in the General Terms. By accepting these Brand Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety) during the Brand application process (as detailed in the General Terms), you authorize FBA and its affiliates and payment processors to settle and disburse funds to you and on your behalf. FBA will use good faith efforts to review your application to become a Brand as soon as possible. You acknowledge that FBA is only able to accept a limited number of Brands at any given time, and that FBA is not obligated to accept you as a Brand. You hereby release FBA from any liability regarding the acceptance process.
Wholesale Relationships. FBA understands that Brands have sales representatives in certain territories. If you have such sales representatives, FBA will work with you to block off certain geographical areas where your sales representatives are located so that you do not receive orders from those geographical areas. To initiate geographical blocking, you will need to contact FBA by emailing email@example.com.
Shop Page. Each Brand has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) (“Shop Page”). FBA will create and design your Shop Page with the information you provide (or you may do so yourself if certain self-onboarding features are available in our discretion). You agree that FBA may adjust, edit or remove Content you submit in order to comply with FBA’s internal specifications and requirements. FBA reserves the right to approve the final look and feel of your Shop Page in its sole discretion. To have FBA create your Shop Page, you must provide a line sheet, high resolution photography (product and lifestyle) in accordance with FBA’s photography guidelines, and your minimum order number, all described below. FBA may ask for additional information as needed. As soon as your Shop Page is created, FBA will send you an activation email.
Line Sheet. As part of the onboarding process, you are required and agree to submit to FBA a line sheet of your wholesale product catalog containing data in accordance with FBA’s Product Guidelines.
High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products in accordance with FBA’s photography guidelines. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by FBA, and FBA will select the best quality and most appropriate photographs for your Shop Page. FBA reserves the right to reject content that violates FBA’s guidelines or these Brand Terms.
Order Minimums. You may set minimum order quantities for your products on a region-by-region basis. If you wish to have minimum order quantities, you agree to provide FBA with your first order and reorder minimums (together, an “Order Minimum”), which will be displayed on your Shop Page.
Shipping Lead Time. You must set your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. FBA reserves the right to adjust the shipping lead time, based on actual historical lead times. The lead time you set will be displayed on your Shop Page for the purpose of informing Retailers, who may rely on it when making a purchase. You must also enter an expected shipping date once orders are placed in order to approve/accept the order. You may edit your lead time in your Brand Account settings.
5. Content License, Representations and Warranties
License. In connection with your use of the Services, you hereby grant to FBA a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your Content on, through or by means of the Services and any of FBA’s advertising, marketing, publicity and other initiatives and events. FBA does not claim any ownership rights in any of your Content and nothing in these Brand Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that FBA may at its option, grant a limited, revocable sublicense to Retailers to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.
Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to FBA the rights in such Content as contemplated under these Terms; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by FBA or a Retailer of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. FBA takes no responsibility and assumes no liability, and you hereby release FBA from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify FBA per the terms of the Indemnification section herein.
6. Product Listing and Compliance
Product Listing. FBA requires each Brand to provide a description for each product. FBA reserves the right to accept or reject any products and has final discretion as to the content of the final Shop Page. Brand's available products will at all times comply with FBA’s Product Guidelines regarding prohibited products.
Product and Content Compliance. All products made available on FBA, and related Content, must meet FBA’s Product Guidelines, found here. You acknowledge and agree to: (i) abide by FBA’s Product Guidelines and to refrain from making available any prohibited products identified in FBA’s Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including that they are allowed to be sold from your jurisdiction and into the Retailer’s jurisdiction. You acknowledge and agree that FBA is not responsible for determining whether you meet the above requirements, you hereby release FBA from any liability with respect thereto and agree to indemnify FBA as set forth in the Indemnification section set forth below. Failure to comply with FBA’s Products Guidelines may result in the temporary suspension or permanent termination of your Brand Account, in our sole discretion.
7. Product Pricing
Pricing Consistency. You acknowledge and agree that your prices on your Shop Page will be consistent with all other wholesale and retail channels where your products can be found in the applicable region.
Price Audits. You acknowledge and agree that FBA may perform routine price and content audits of the products listed on your Shop Page. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Retailers. In the event a discrepancy is found, FBA may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, FBA reserves the right to temporarily suspend or permanently terminate your Brand Account.
8. Title, Returns, Promotions
Flash Title. With respect to Brands located in the United States, as soon as you accept an order from a Retailer, title to the product(s) in the order passes to FBA before passing to the Retailer. If the Retailer cancels the order prior to you shipping the order, or if the Retailer cancels the order because you have delayed shipping the order past the expected shipping date, then title passes back to you.
First Orders with a Brand. FBA offers free returns on the first order placed with any Brand. From the date the order is placed, a Retailer has a limited period of time to return the product for a full refund. Any additional orders (reorders) from a Brand are not eligible for return unless otherwise determined by FBA in its sole discretion. However, FBA, not the Brand, takes on this return risk, as returned items will not be deducted from your payout for the order.
Returned Products. FBA takes title to all products returned by a Retailer, subject to its return policies (not all products are eligible for return). FBA may, at its option, promote and distribute any returned products through its various redistribution channels. Retailers may purchase these returned products without meeting the Brand’s Minimum. You acknowledge and agree that FBA may promote and redistribute such products bearing your brand name through these and/or other avenues. If you do not want your returned products to be re-sold or redistributed by FBA, you may opt-in to our Buy-Back Program, where available, which will allow you to buy back your returned inventory subject to certain additional terms and conditions made available to you prior to opting in (FBA will also consider individual buy-backs in its reasonable discretion).
9. Commissions, Placement Fees, and Payout Schedule
Acceptance of Terms. By accepting these Brand Terms, you acknowledge and agree to the commissions, fees, calculations and payout schedule set forth below. You agree and authorize FBA and/or its payment processors to deduct all commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account.
Percentage. Unless otherwise agreed by FBA in writing, FBA charges Brands a commission (the “Commission”) of 15% on first orders as well as 15% on any subsequent orders. If an existing Retailer account places an order through the Services, then FBA agrees to waive the Commission for such Retailers, provided the Brand satisfies FBA’s then-current policies. Certain categories of products and a Brand’s location may result in a Commission structure different from the foregoing, which will be communicated to you during onboarding or creation of your Brand Account.
Calculation. Commissions are calculated based on the dollar amount of the order total, excluding shipping costs.
Payout Schedule. Payout terms are ACH Net 30. With ACH Net 30, amounts owed will be transferred to your chosen bank account within 30 days from the date an order was placed. Payments will be processed one time per month. There are no fees with ACH Net 30 for U.S. Bank accounts. Payouts to international banks may incur additional fees, payable by the Brand. You acknowledge and agree that you are not entitled to any interest or other compensation associated with this type of account. It is anticipated that funds for either payout account will appear within 1 to 2 business days of being processed. FBA is not responsible for any actions taken by your bank that may result in some or all of the funds not being made available to you. FBA reserves the right to suspend payouts to your bank account due to pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.
In addition, as set forth below, FBA will reimburse you for your shipping costs.
10. Shipping - Costs, Lead Times, Shipping Providers, Damaged Goods
Shipping Costs. Brands will use “Ship with FBA” for FBA negotiated discounted shipping rates. Shipping costs may not be inflated in any way.
Tracking Number. You will be asked by FBA for, and you agree to provide within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), FBA will automatically send an email to the Retailer letting them know the order is on its way. Although not required, FBA recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.
Damaged or Missing Goods. Retailers are responsible for reaching out to you through FBA to try to resolve issues relating to damaged or missing items in an order. FBA will notify you if a Retailer reports to FBA directly that a product is damaged or if an order is missing items. FBA will send any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release FBA from any liability with regard thereto.
Shipping Insurance. FBA does not require you to purchase shipping insurance. However, FBA strongly recommends that you do so in order to facilitate any shipping dispute you have with a Retailer. Shipping protection may be available.
11. Inventory, Orders, Recalled Products
Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep FBA updated of current inventory. You agree to promptly notify FBA of any products that are discontinued or are out of stock. It is your responsibility to keep FBA notified of your product catalog and up-to-date based on availability (whether items are back-ordered or discontinued).
Orders. FBA will send you an email each time a Retailer places an order for your products. Your Brand Account will also be updated with new order details. You will be able to review the order details, and accept or cancel the order. You must accept or cancel an order within 2 business days of receiving the email notifying you of the order. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Consistent order cancelation may result in the temporary suspension or permanent termination of your Brand Account, in our sole discretion.
Right to Refuse. You have the right to refuse any order by a Retailer for any reason. Consistent refusal may impact your visibility and search placement within the Services to Retailers.
Recalled Products. You agree to immediately inform FBA if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Retailers; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled.
No Circumvention. Once an order has been placed through your Shop Page by a Retailer, you agree that you will fulfill all orders placed by such Retailer through the Services. You further agree to not influence Retailers to transact offline outside of the Services in any manner, or otherwise circumvent FBA’s process in order to transact orders with Retailers who were introduced to you through the Services offline or outside of the Services in any manner. FBA reserves the right to deactivate or terminate your account if you fail to abide by these terms.
Pause Availability. If you are going on vacation, or are unable to accept new orders for a period of time, you may pause your Shop Page for up to 12 weeks at a time by notifying FBA. You will still be able to access your Brand Account and we encourage you to fulfill any orders you have already accepted while on pause.
12. Commitment to Quality and Service
Minimum Standards. Brand and Retailer satisfaction is of utmost importance to the long-term health and success of the FBA community. Accordingly, Brands are subject to the following minimum standards in connection with the Services:
To provide accurate descriptions of available products on your Shop Page;
To timely accept or cancel an order from a Retailer;
To timely fulfill and ship orders to Retailers using a reputable shipping provider;
To promptly and effectively respond to Retailer inquiries; and
To promptly resolve missing or damaged orders with a Retailer.
Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Brand’s minimum standard requirements, FBA will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Retailers. Reviewed individually and as a whole, these metrics help FBA determine whether you are meeting FBA’s expectations on delivering a great experience for the Retailers. Such metrics also include:
Accuracy of product listings;
How often your shipments are later than the expected shipping date;
How often you provide a valid tracking number;
How long it takes you to accept or cancel new orders;
How often your orders are reported as damaged or missing goods;
How often your products are on backorder, returned or canceled;
How promptly and effectively you respond to Retailer inquiries;
How promptly and effectively you resolve missing or damaged orders with a Retailer.
Volume Considerations. FBA takes volume consideration into account when calculating metrics. For example, if a Brand has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that metric is technically over FBA’s target, it does not necessarily reflect an actual problem with performance given the low volume of orders.
Evaluation. FBA typically evaluates a Brand’s performance using the above metrics on an ongoing monthly basis, and more frequently during high volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged Brand Account and/or the extent of available data. FBA reserves the right to adjust its evaluation criteria as needed.
Accountability. If FBA determines that you are not meeting the minimum standards of quality and service, FBA may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Brand Account. FBA also reserves the right to put limits on your Brand Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Retailers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.
Suspended Accounts. If your Brand Account is suspended for performance issues, you may appeal for re-activation by providing FBA with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If FBA in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Brand Account is erroneous, you may contact FBA and explain why.
Unless you opt out as set forth below, FBA may feature certain Brands, products and Content at the top of their respective category, on FBA’s landing pages, in advertisements, email, social media accounts or in any other channels or media in its discretion. FBA may choose to bid on Brand brand names and keywords relating to the Brand’s products in advertising products and may create SEO optimized pages or campaigns for Brand brands. FBA shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please email support team at firstname.lastname@example.org. FBA may also offer Brands email marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted), the tools are not to be used for spam, and FBA reserves the right to throttle or limit the number of emails sent to Retailers via such tools.
14. Product Liability Insurance
All Brands are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on FBA in such amount as is reasonable and customary for companies of comparable size and activities. FBA reserves the right to request proof of such insurance coverage and other relevant information at any time.
You agree to defend, indemnify, and hold FBA, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Brand Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.
16. Prohibited Uses
FBA will have the right to investigate and prosecute violations of these Brand Terms to the fullest extent permitted by law. FBA may involve and cooperate with law enforcement authorities in prosecuting users who violate these Brand Terms. You acknowledge and agree that FBA has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Brand Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Content that FBA, in its sole discretion, considers to be in violation of these Brand Terms or otherwise harmful to the Services. FBA reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if FBA suspects illegal activity may be taking place.
If you breach any of these Brand Terms, FBA will have the right to temporarily suspend or permanently terminate your Brand Account, and/or terminate these Brand Terms and/or the General Terms, in its sole discretion and without prior notice to you. FBA reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event FBA terminates these Brand Terms for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with FBA at any time by contacting FBA’s support team at email@example.com or as otherwise indicated in your Brand Account portal. FBA will take down your Shop Page as soon as practicable, and will close your Brand Account once there has been an accounting of all monies due and owing.