Vendor Terms & Conditions

Effective Date: 08/19/2025

These Vendor Terms and Conditions (the “Agreement”) govern your use of the Vendor Portal provided by Giftsmiths LLC (“Company,” “we,” “our,” or “us”). By registering for and using the Vendor Portal, you (“Vendor,” “you,” or “your”) agree to the following terms:

1. Eligibility & Account Registration

1.1 Eligibility: You must be a business entity or individual authorized to sell products and fulfill orders on behalf of a legal entity.
1.2 Account Information: You agree to provide accurate, complete, and current information during registration and to keep such information updated.
1.3 Security: You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately of any unauthorized access.

2. Use of the Vendor Portal

2.1 Purpose: The Vendor Portal enables you to view incoming orders, manage inventory, generate shipping labels, fulfill orders, and track commissions and payouts.
2.2 Restrictions: You agree not to:

• Use the Vendor Portal for any unlawful purpose;

• Share your account with unauthorized parties;

• Interfere with the operation or security of the Vendor Portal.

3. Orders & Fulfillment

3.1 Order Acceptance: All orders visible in the Vendor Portal are binding once accepted by you.
3.2 Fulfillment Standards: You must:

• Ship products within the specified time frame;

• Use shipping labels generated through the Vendor Portal (if applicable);

• Ensure accurate packaging, labeling, and tracking information.
  3.3 Cancellations & Delays: Notify us immediately of any inability to fulfill an order.

4. Shipping & Risk of Loss

4.1 Shipping Labels: If the Vendor Portal provides shipping labels, you agree to use them exclusively unless otherwise approved.
4.2 Risk of Loss: Risk transfers to the customer upon confirmed delivery. Vendor is responsible for proper packaging and timely shipment.

5. Commissions, Payouts & Reporting

5.1 Commission: We will deduct agreed commission rates from sales processed through the Vendor Portal.
5.2 Payout Schedule: Payments will be made bi-weekly via ACH, Stripe or Zelle, subject to any applicable fees or withholding.
5.3 Reporting: You can track sales, commissions, and payouts through the Vendor Portal.

6. Fees & Charges

You agree to any applicable service fees as outlined in the Vendor Portal or agreed upon separately.

7. Compliance & Legal Obligations

7.1 Product Compliance: You represent that all products you sell comply with all applicable laws, safety standards, and regulations.
7.2 Taxes: You are responsible for all taxes associated with your sales, including collection and remittance as required by law.
7.3 Prohibited Items: You may not sell counterfeit, illegal, or restricted products.

8. Intellectual Property

8.1 Ownership: The Vendor Portal and its content are owned by the Company. You receive a limited, non-exclusive, revocable license to use it for order management.
8.2 Brand Usage: You grant the Company a non-exclusive license to use your trademarks, logos, and product images for marketing and order processing purposes.

9. Confidentiality

You agree not to disclose any non-public information you gain through the Vendor Portal, including but not limited to customer data, pricing, and sales reports.

10. Termination

10.1 By You: You may terminate your account at any time by providing written notice.
10.2 By Us: We may suspend or terminate your access at any time for breach of this Agreement or misuse of the Vendor Portal.
10.3 Effect: Upon termination, you must fulfill any outstanding orders and any outstanding commissions will be settled per the payout schedule.

11. Limitation of Liability

To the fullest extent permitted by law, the Company is not liable for indirect, incidental, or consequential damages related to your use of the Vendor Portal.

12. Indemnification

You agree to indemnify and hold the Company harmless from any claims, losses, or damages arising from your breach of this Agreement or your products and services.

13. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of Texas. Any disputes will be resolved through binding arbitration in Texas.

14. Changes to Terms

We may update these Terms from time to time. Continued use of the Vendor Portal after updates constitutes acceptance of the revised Terms.

By clicking “I Agree” or accessing the Vendor Portal, you confirm that you have read, understood, and agreed to these Terms and Conditions.