Vendor Participation Agreement
Welcome to the Detroit Ammunition Company LLC (“DAC”) website (“Site”), and to our selling services (“Services”). If you want to access the Site and use our Services, you must:
• register for the Services, and
• accept this Vendor Participation Agreement’s (“Agreement”) terms-and-conditions.
When you register for the Services, you automatically agree to be bound by this (i) Agreement’s terms-and-conditions, and (ii) Site’s policies and guidelines, which are incorporated by reference.
DAC may modify this (i) Agreement’s terms-and-conditions, or (ii) Site’s policies and guidelines that govern the Services. DAC may post changes to the Agreement, without notice, and they are effective when DAC posts them. You must review the notice and the changes.
If you use this Site and the Services after DAC posts the changes, you are deemed to accept them. If you do not agree to DAC’s changes, you must stop using the Services and Site.
1. Eligibility.
A. Only parties that can lawfully enter into contracts can use the Site and Services. B. To register for the Services:
1) You must provide your real name, address, phone number, email address, and valid credit-card information.
2) If you are a business, you must represent that:
a. you are duly organized, validly existing, and in good standing under the laws of the state in which you were created,
b. you are registering for the Services in your state of creation,
c. you have the right, power, and authority to enter into this Agreement and perform your obligations under it, and
d. information that you provide to DAC is accurate and complete.
2. DAC’s Role.
A. DAC provides a platform for sellers (“Sellers”) and buyers (“Buyers”) to negotiate and complete transactions.
B. DAC is not involved in the actual transaction between Sellers and Buyers, except as set forth below.
C. You may not list an item or link or post related material that:
1) infringes third-party intellectual-property rights (e.g., copyright, patent, and trade secrets) or other proprietary rights (e.g., publicity and privacy rights),
2) is defamatory, or
3) is counterfeited, illegal, stolen, or fraudulent.
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D. You must accurately describe the item for sale.
E. You use the Site and the Services at your own risk.
3. Transaction-Processing Service.
A. By registering for the Services, you authorize DAC to act as your agent and: 1) process payments, refunds, and adjustments for your transactions,
2) receive sales proceeds (“Proceeds”) on your behalf,
3) submit Proceeds to your bank account,
4) charge your credit card for amounts that you owe, and
5) pay DAC and its affiliates amounts you owe under this Agreement or other agreements you have with DAC or its affiliates.
B. DAC may only use your banking and payment information in connection with you using the Services. DAC may not disclose your sales and related financial data to third parties, unless a valid court order requires it to do so.
4. Revenue Share.
A. For each sale, DAC must pay you at least 85.1% of the Proceeds it receives from the sale (“Revenue Share”). DAC calculates the Revenue Share excluding (i) taxes, and (ii) separately-stated fees or charges.
B. DAC may, in its sole discretion, adjust its Revenue Share on an individual basis.
C. DAC will pay you Revenue Share only out of Proceeds for which it has received final payment from, or on behalf of, a third-party purchaser.
5. Payment by DAC.
A. Approximately 14 days after the end of the calendar month in which a sale is made, DAC will send you a report that sets forth that month’s (i) Proceeds, and (ii) Revenue Share that it owes you.
B. DAC will pay the Revenue Share to you in US dollars.
C. If you provide DAC with valid-bank account information in your name, DAC will make payments to it via Electronic Funds Transfer. If EFT is not available, DAC may issue a check or pay you using a third-party payment system.
D. DAC may withhold payments to you, without interest, until the total amount it owes you (net of tax withholding, as described below) is at least $20.
E. DAC may withhold and offset sums that you owe it against Revenue Sharing that it owes to you. For example, assume that DAC pays you Revenue Sharing on Day 1 and issues a refund or credit to the purchaser (or receives a chargeback related to the Sale) on Day 2. DAC may (i) offset the amount of Revenue Sharing that it
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had paid you against future Revenue Sharing that it must to pay you under this Agreement, or (ii) require you to pay that amount to it.
F. When this Agreement terminates, DAC may withhold Revenue Sharing due for 60 days. This will enable DAC to offset end-user refunds or make other offsets to which DAC is entitled.
G. You must pay fees that your bank charges in connection with wire transfers.
6. Taxes and Expenses.
A. You must, at your own expense, obtain permits and licenses that are required to sell your items through the Site.
B. You must (i) determine the locations where you have an obligation to collect and pay taxes for selling or offering to sell your items through the Site, (ii) determine what taxes apply to each transaction; e.g., sales, use, excise, import, export, value added, consumption, etc., and (iii) collect, report, and pay the correct taxes to the appropriate tax authority.
C. DAC is not obligated to (i) determine what taxes apply, or (ii) collect, report, or pay any sales, use, or other tax arising from a transaction.
D. If DAC pays taxes that are imposed on your sales through the Site, it may withhold that amount from its next Revenue Sharing payment to you. DAC’s Revenue Sharing payment to you, as reduced by proper deductions and withholdings, constitutes full payment.
7. DAC Reservation of Rights.
A. DAC may, in its sole discretion, (i) determine the content, design, functionality, and other aspects of the Site and Services, (ii) re-design, modify, and remove the content, design,functionality, and other aspects of the Site and the Service, and (iii) de-list, refuse to list, or prohibit the Seller from listing any products.
B. DAC may, in its sole discretion, withhold for investigation, refuse to process, restrict shipping destinations, or stop any of your transactions. You must stop or cancel orders of your products if DAC asks you to do so, provided that if you have transferred your products to a carrier or shipper, you must use commercially reasonable efforts to stop delivery. You must refund a customer, consistent with this Agreement, that was charged for an order that you stop.
8. Your Transactions
A. You must sell goods at their listed price to Buyers who meet your terms. When you list an item for sale, you represent that (i) you may lawfully sell the item, and (ii) the listing is accurate, current, and complete.
B. Listings and packaging for your products may not contain marketing material unless it is standard marketing material included with all of your product
shipments. Email that you send to customers in connection with an order may not
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contain marketing materials or links to third-party websites, except for links to shipping websites that permit the customer to track shipment of their order.
C. At our sole discretion, we may modify or delete your listing on the Site. We may revise listings to supplement, remove, or correct information.
D. You must ship in-stock products in 2-3 business days.
E. You must notify DAC when you ship an order to your customer. Your notice to DAC triggers DAC’s shipment-confirmation email to the buyer, which includes the estimated delivery date.
F. If you do not confirm shipping an order within 30 days, DAC will cancel the order, and you will not receive payment for it.
G. DAC assesses a $20 non-fulfillment fee if you fail to fulfill an order within 30 days after a customer places the order. If we do not receive the fee by the invoice due date, you will incur a $1 per day late-payment fee until you pay it. DAC will also suspend your access to sell on the Site until you pay the fee.
9. Your Obligation.
By entering into this Agreement and listing a product for sale, you must (i) complete the transaction as described by this Agreement, or (ii) DAC may prohibit you from accessing the Site or using its Services.
10. Password Security.
You may use your password only to access the Site, use the Services, electronically sign your transactions, and review your completed transactions. You are solely responsible for how it is used on the Site. If it compromised, you must change it.
11. Illegal Activity
A. Compliance with Laws; Fraud.
1) You must use the Site and Services for lawful purposes in a lawful manner.
2) You must comply with applicable laws, statutes, and regulations.
3) You may not register under a false name or use an invalid credit card.
4) You may not impersonate a Site-user or use another Site-user’s password.
5) The fraudulent conduct described above violates federal and state law. DAC may report it to law enforcement and cooperate to ensure that violators are prosecuted to the fullest extent of the law.
B. Investigation.
1) DAC may, but is not obligated to, monitor and investigate (i) activity and content associated with this Site, and (ii) violations of its policies.
2) DAC may take action as it deems appropriate. By way of example, but not limitation, it may issue warnings, suspend or terminate Services, deny access to the Site, and remove materials from the Site, including listings.
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3) DAC may remove, screen, or edit any content on the Site that violates these provisions or is otherwise objectionable.
C. Disclosure of Information.
1) DAC may report to law-enforcement officials, regulators, or others activity that it suspects violates a law or regulation.
2) DAC may access and disclose information that it considers appropriate to (i) cooperate with government requests, (ii) protect its systems and customers, or (iii) ensure the integrity and operation of its business and systems. This includes, without limitation, user-contact details, IP addressing and traffic information, usage history, and posted content.
12. Legality of Purchase/Shipment.
A. To sell or purchase ammunition on the Site, you must comply with:
1) legal requirements in listing, selling, purchasing, transferring and shipping items,
2) applicable export and import controls, and
3) legal requirements regarding reporting, collecting, withholding, and paying taxes and duties applicable to each transaction.
B. You may not sell or ship items contrary to legal requirements, which may change across different parts of the country. For example, in some states (i) items such as ammunition may require government-issued proof-of-age before they can be shipped, and (ii) certain types of ammunition may not be sold or shipped at all.
C. You represent that you are familiar with U.S. statutes and regulations governing export controls, sanctions, and embargoes.
D. You represent that you are not (i) a national of or located in a country embargoed by the United States, or on the Excluded Parties List System, the Specially Designated Nationals List, or the Denied Persons List, (ii) on any other list that the U.S. federal government maintains that restricts participating in commercial or other transactions, or (iii) using or accessing the Site on behalf of a party who is on any such list.
****Read the next two sections. DAC disclaims important warranties and limits its liability.****
13. No Warranties.
To the extent legally permissible, DAC disclaims all warranties. DAC provides the Site and Services, and permits the goods to be sold through the Site, on an “as is” basis. It does not make any representation or warranty, express or implied. By way of example, but not limitation:
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A. DAC disclaims the implied warranties of (i) merchantability, (ii) fitness for a particular purpose, (iii) title, and (iv) non-infringement;
B. if your state does not permit limitations on implied warranties, all implied warranties are limited to the shortest permissible time limit in your state;
C. DAC does not represent that the Site or the Services (i) meet your requirements, or (ii) will always be available, accessible, uninterrupted, timely, secure, and operate without error;
D. DAC does not represent that the information, content, materials, and products listed on the Site are (i) as the sellers represent, (ii) available for sale, or (iii) lawful to sell;
E. DAC does not represent that Sellers or Buyers will perform as promised;
F. DAC disclaims an implied warranty arising from course-of-dealing or usage of-trade as those phrases are defined in the common law; and
G. DAC disclaims any obligation, liability, right, claim, or remedy in tort, regardless of whether it arises from DAC’s negligence.
14. Limitation of Liability.
A. DAC is not liable for direct, special, indirect, incidental, punitive, treble, or consequential damages arising out of or in connection with this Agreement. This is true regardless of whether the claim is based on contract, negligence, tort, warranty, or another basis under, as a result of, or associated with this Agreement or DAC’s performance under it.
B. By way of example, but not limitation, DAC is not liable for damages caused by (i) the Site, the Services, or an inability to use the Site or Services, or (ii) goods or services purchased or obtained through the Site or Services.
C. DAC’s total liability for claims (in aggregate) arising under or related to this Agreement in a fiscal year is limited to, and may not exceed, the total amount that the claimant actually paid or set forth in a binding order for that fiscal year for products purchased or ordered through the Site.
****Read the above two sections. DAC disclaims important warranties and limits its liability.****
15. General Release.
A. For purposes of this Section, DAC also includes DAC’s managers, employees, agents, successors-in-interest, and affiliates.
B. For purposes of this Section, “Claim” means an allegation that a Buyer or Seller could make against DAC related in any way to the Site or Services that could form a basis for a Buyer or Seller to:
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1) obtain a judgment in a civil action against DAC,
2) obtain an award in an administrative proceeding against DAC, or
3) make any request for relief against DAC that could be granted in a judicial proceeding or other forum for dispute resolution.
C. The Buyers and Sellers release DAC from Claims that they have, have had, or may have in the future.
16. Covenant Not to Sue.
No Buyer or Seller may sue DAC or support a third-party suing DAC for any claim related to the Site or the Services.
17. Indemnity.
You must defend, indemnify, and hold harmless DAC, and its affiliates, employees, members, and agents from and against all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorney fees) arising out of your negligence, willful misconduct, or activity subjecting you to strict liability.
18. Applicable Law.
Michigan law governs this Agreement in all regards, without giving effect to any principles of conflicts-of-laws.
19. Disputes.
DAC is not the Seller’s agent or Buyer’s agent for any purpose. Thus, DAC will not act as either party’s agent in connection with resolving a dispute between them related to or arising out of a transaction. DAC urges Sellers and Buyers to cooperate with each other to resolve such disputes.
20. Your Grant of Rights to DAC.
A. By entering into this Agreement and listing an item, you grant DAC a royalty free, non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, distribute, adapt, re-format, create derivative works of, and otherwise exploit in any manner, content that you submit to DAC and its affiliates.
B. Similarly, DAC may sublicense these rights to its affiliates and operators of a website or other online point-of-presence through which the Site and products or services available on it are offered or described.
C. Notwithstanding the foregoing, DAC will not alter trademarks that you provide to it in non-text form for branding purposes, except that it may re-size them to the extent necessary for presentation. DAC 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 through the Site or Services.
D. Notwithstanding the foregoing, nothing in this Agreement impairs our right to use without your consent other materials you provide, to the extent we can do so without a license under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).
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E. You represent and warrant that you own or otherwise control the rights to the content you submit to DAC and its affiliates, and that DAC and its affiliates using it will not infringe on or violate a third party’s rughts.
F. This Agreement also prohibits you from making available content in connection with the Site that contains advertisements, solicitations, or spam links to other web sites or individuals, without DAC’s prior written permission.
21. Termination.
DAC, in its sole discretion, may (i) terminate this Agreement, access to the Site, the Services, and any sales immediately without notice and for any reason, and (ii) prohibit a Seller from listing items for sale.
22. General Provisions
A. Entire Agreement. This Agreement and the Site’s general terms, including but not limited to the Privacy Notices and Conditions-of-Use, constitute the parties’ entire agreement with respect to their subject matter. They supersede and cancel the parties’ prior and contemporaneous agreements, claims, representations, and understandings in connection with their subject matter.
B. No Agency; Third-Party Beneficiary.
1) Subject to the above, you and DAC are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship.
2) Nothing expressed in or implied from this Agreement gives a person other than the parties a legal or equitable right, remedy, or claim under or in respect to this Agreement.
3) This Agreement and all of its representations, warranties, covenants, conditions, and provisions are for the sole and exclusive benefit of DAC, Buyers, and Sellers.
C. Severability. If a term of this Agreement is to any extent illegal, invalid, or incapable of being enforced, it must be excluded to the extent that it is
unenforceable. All other terms remain fully binding. To the extent permitted and possible, the invalid or unenforceable term must be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
D. No Waiver. DAC cannot waive a right or remedy in this Agreement unless it signs a written waiver. DAC’s delay or failure to exercise its rights or remedies cannot be construed as a waiver. DAC’s single or partial exercise of a right or remedy does not preclude it from further exercising the right or remedy. DAC’s failure to enforce the strict performance of a provision of this Agreement does not constitute a waiver of its right to subsequently enforce the provision or any other provisions of this Agreement.
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