Product Vendor Agreement
FLORA PRODUCT VENDOR AGREEMENT
This Flora Product Vendor Agreement (the “Agreement”) is between you (“you” or “Product Vendor”) and Flora Technologies Inc, Flora Brands Inc and their subsidiaries (“Flora” or “we”).
We are pleased that you have agreed to use the “Flora Brand Network,” a sustainability focused marketplace on the Shopify platform provided by Flora at flora.co (“Flora Marketplace”). Flora will sell products (including your products) through the Flora Brand Network to Flora’s customers ("Flora Customers").
- Registration and Use of the Flora Brand Network
By registering for and using the Flora Brand Network, you agree to be bound by all terms and conditions of this Agreement and all “Flora Policies” (meaning all policies attached to this Agreement or otherwise set forth on the Flora Brand Network or elsewhere on flora.co), which are all incorporated into this Agreement by reference. This Agreement and all Flora Policies may be amended or replaced (and new Flora Policies may be added) through the process described in Section 14 (Modifications to the Flora Brand Network and this Agreement).
You hereby agree to provide complete and accurate information required by the Flora Brand Network and to keep it up-to-date. You represent that you have the right and power to enter and perform this Agreement and the transactions that you authorize Flora to perform on the Flora Brand Network. You are responsible for your Flora Brand Network password(s) and for any activity through your account. You must keep your password(s) confidential and, if the security of your password(s) is compromised, immediately notify Flora and change your password(s) on the Flora Brand Network.
- Registration and Use of the Flora Brand Network
- Payment and Settlement of Flora Brand Network Transactions
Products you list on the Flora Brand Network are sold to Flora’s customers at a price to be determined by Flora in accordance with Flora Pricing, Settlement and Commissions Policy attached as Exhibit C, and the sale of each of your products listed on the Flora Brand Network and the settlement of these transactions (including the payment to Flora of commissions) shall occur as set forth in the Flora Pricing, Settlement and Commissions Policy, attached as Exhibit C. You are responsible to pay any fees charged directly to you by your ecommerce host or other service providers (for example Shopify, WooCommerce, BigCommerce, or any other 3rd-party applications you may have installed) with which you have an existing relationship.
If Flora determines in its sole discretion that your actions may result in a dispute with a Flora Customer, Flora may delay any payments relating to such dispute until the dispute is resolved. Flora reserves the right to impose activity limits on some or all Flora Customers and Product Vendors on the Flora Brand Network (including, without limitation, volume or dollar restrictions). In such case(s), Flora will not be liable to you for any transaction by Flora that does not proceed or is withdrawn due to any of these limitations.
Flora will bear the risk of credit card fraud (i.e., fraudulent purchases arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with sales of your Products; provided, that Flora will not bear the risk of credit card fraud in connection with any of your Products that are not fulfilled strictly in accordance with the order information and shipping information that Flora provides you. You will bear all other risk of fraud or loss.
Flora will collect sales tax and remit collected taxes to taxing authorities. This approach is intended to simplify sales tax calculation and processing for both Flora Customers and Product Vendors.
- Refunds and Returns
Flora has established the terms by which Flora Customers process returns and refunds on their purchases on the Flora Brand Network. Returns and refunds of these products between Flora and Product Vendors are detailed in the Flora Returns Policy, attached as Exhibit B.
- Flora Customer Pricing
You acknowledge that the price charged by Flora to Flora Customers on the Flora Brand Network may be different than the “Item Price” (as defined in the Flora Pricing, Settlement, and Commission Policy) that is listed by you on the Flora control center (“Flora Control Center”). However, the amounts paid to you by Flora for any sales transaction will always be based upon the Item Price and paid as set forth in the Flora Pricing, Settlement and Commission Policy.
This Agreement becomes effective at the time you complete registration on the Flora Brand Network and then continues until terminated by you or Flora. You may terminate this Agreement for any reason at any time by notifying Flora through the means then specified by Flora on the Flora Control Center. Flora may terminate this Agreement for any reason at any time by notice to you. Upon termination, any rights and obligations of you and Flora with respect to any outstanding sale transaction (including fulfillment and returns) will survive until completed as set forth in this Agreement. The following Sections also survive any termination of this Agreement: 3 (Payment and Settlement of Flora Brand Network Transactions), 6 (Term), 7 (Licenses; Intellectual Property), 8(c) (Recalls and Product Defects), 8(g) (Flora Customer Personal Information), 9 (Indemnification), 10 (Disclaimer and General Release), 11 (Limitation of Liability), 12 (Taxes), 13 (Relationship of Parties), 16 (Confidentiality), 17 (Governing Law and Disputes) and 18 (Miscellaneous).
- Licenses; Intellectual Property
- Other Provisions regarding Products, Flora Customers and the Parties
Pesticides: If any of your products is a “pesticide” being offered or sold in the United States or other product regulated under the US Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) or its implementing regulations, then you provide to us the following continuing guaranty that: (a) you are a resident of the United States; and (b) with respect to each such product, the pesticides and other FIFRA regulated products comprising each sale, shipment, or other delivery made previously or hereafter are: (i) lawfully registered with the US Environmental Protection Agency at the time of sale, shipment, or delivery, or fully qualified for a specific exemption from the FIFRA registration requirements at the time of sale, shipment, or delivery, (ii) compliant with all requirements of FIFRA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.
Foods, Drugs, Medical Devices, and Cosmetics: If any of your products is a “food”, “drug”, “medical device”, or “cosmetic” being offered or sold in the United States or other product regulated under the U.S. Federal Food, Drug, and Cosmetic Act (“FFDCA”) or its implementing regulations, then you provide us with the following continuing guaranty that with respect to all such products comprising each sale, shipment, or other delivery made previously or hereafter are: (i) not adulterated or misbranded within the meaning of the FFDCA, (ii) compliant with all requirements of FFDCA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.
You agree to indemnify, defend and hold harmless Flora and Flora’s Representatives (as defined below) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) (each, a "Claim") arising from or related to (a) your products, including without limitation, the sale, fulfillment, refund, cancellation, return, or adjustments of your products, any actual or alleged infringement of any related intellectual property rights in your products and any actual or alleged personal injury, death or property damage related to your products, (b) any breach of your obligations under this Agreement, (c) any taxes owed by you as set forth in this Agreement, or (d) your non-compliance with applicable laws. You will use counsel reasonably satisfactory to Flora to defend any indemnified Claim, and Flora may control the defense of any indemnified claim (at Product Vendor’s cost) to the extent Flora determines that any indemnified Claim might adversely affect Flora.
Neither party may consent to a settlement or entry of any judgment related to a Claim without the other party’s prior written consent, which may not be unreasonably withheld. “Flora’s Representatives” means Flora’s employees, officers, directors, investors, service providers, agents and advisors.
- Disclaimer and General Release
The Flora Brand Network, including all content, software, functions, materials and information made available on the Flora Brand Network is provided to you “as-is.” You agree that you are using the Flora Brand Network at your own risk. As a user, you will use the Flora Brand Network at your own risk. To the fullest extent permissible by law, Flora disclaims (a) any and all representations and warranties related to this Agreement, (b) any implied warranties relating to this Agreement (such as implied warranties of merchantability, fitness for a particular purpose or non-infringement) and (c) any other obligation, or liability to you or any third party, whether or not arising from Flora’s negligence.
Flora does not warrant that the functions and software contained in the Flora Brand Network will meet your requirements. Flora does not guarantee that the Flora Brand Network will be available, timely, secure, uninterrupted or error free. Flora will not be responsible for any service interruptions, including without limitation those relating to any sales transactions. Flora will not be liable for any delay or failure to perform any of Flora’s obligations under this Agreement by reasons, events or other matters beyond Flora’s reasonable control.
- Limitation of Liability
Except with respect to obligations arising under Sections 3 (Payment and Settlement of Flora Brand Network Transactions), 9 (Indemnification) and 16 (Confidentiality), neither party will be liable to the other party (whether in contract, warranty, tort or for claims of negligence, product liability or other claim) for any loss of profit, revenue, business, or data or indirect, punitive or consequential damages arising out of or relating to this Agreement, even if such party has been advised of the possibility of such costs or damages. Flora’s aggregate liability arising out of or in connection with this Agreement (or transactions contemplated by this Agreement) will not exceed the total commissions paid by you to Flora during the six-month period prior to the date your claim arose.
Flora will calculate, collect, and remit tax on sales made by merchants shipped to customers located in the states that have enacted Marketplace Facilitator, Marketplace Fairness, or similar laws. These laws shift collection responsibility from the merchant to the marketplace facilitating the merchant's sale. All fees payable by you to Flora under this Agreement are exclusive of any applicable taxes.
For purposes of this Agreement, the term “taxes” means all sales taxes, taxes on goods and services, value added and consumption taxes, use taxes, excise taxes, import and export fees, regulatory fees, levies or similar charges and duties assessed or required to be collected or paid for any reason in connection with the promotion, offer, sale or fulfillment of any products by you in connection with the Flora Brand Network.
- Relationship of Parties
You and Flora are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, sales representative or employment relationship between us. This Agreement is for the sole and exclusive benefit of Flora, Flora Customers and you, and there are no other third-party beneficiaries under this Agreement.
- Modifications to the Flora Brand Network and this Agreement
As a start-up, we may be making frequent changes and improvements to the Flora Brand Network. Flora may also amend this Agreement, including by amending, revoking, or adding new Flora Policies at any time and at Flora’s sole discretion, by posting the updated or new versions (or notice of revocation) or a link to them on a designated portion of the Flora Brand Network. Unless the updated or new document specifies a longer delay before its effective date, the changes will take effect at the earlier of (i) 10 days after the posting to the designated area or (ii) your express acceptance of them, such as via a click-through process.
If you do not agree with these changes, you must discontinue use of the Flora Brand Network and terminate this Agreement as specified in Section 6 before the 10-day period expires. To be clear, changes to Section 17 will not apply to claims that accrue prior to the effective date of the changes, which will continue to be governed by the version of Section 17 that was effective upon accrual of the claim. The foregoing does not, however, negate any other termination rights held by either party.
- Control of Site
Notwithstanding anything to the contrary, Flora has the right in Flora’s sole discretion to determine the content, appearance, design, functionality and other aspects of the Flora Brand Network, including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Flora Brand Network and any element, aspect, portion or feature thereof (including any product listings). Flora also has the right to cease providing to you access to the Flora Brand Network at any time and without notice or to delay, halt any transaction, suspend the listing or de-list any of your products, or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by Flora Policies. Flora reserves the right to rate (or allow Flora Customers to rate) your or others products sold through the Flora Brand Network and/or rate your performance as a Product Vendor on the Flora Brand Network, and to make these ratings and feedback publicly available. Flora reserves the right to import reviews from Amazon or other platforms for the respective products. Flora also has the right to monitor any activity on the Flora Brand Network and investigate any matters that arise from such activity.
Each party agrees to hold all Confidential Information (as defined below) of the other party in strict confidence and not use any such Confidential Information for any purpose other than to perform its obligations and exercise its rights under this Agreement. Neither party shall disclose the other party’s Confidential Information to any third party, except such party may disclose such Confidential Information to its employees, affiliates, service providers, advisors and other representatives who need to know to perform this Agreement and for internal purposes such as accounting, tax or regulatory matters. Each party agrees to be responsible for any disclosure by its employees, affiliates, service providers, advisors and other representatives and for their compliance under this Agreement. Each party shall take reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure or dissemination of the other party’s Confidential Information. Release of Confidential Information in response to a subpoena, court order, or other demand from a litigant or law enforcement entity will be permitted only if the recipient of the Confidential Information has provided the discloser with advance notice (to the extent legally permitted) to permit the discloser to seek a protective order or other appropriate remedy to protect its Confidential Information from release, and the recipient limits the release of the Confidential Information to the extent reasonably possible under the circumstances.
“Confidential Information” means all information in whatever form (e.g., written, verbal, electronic), tangible or intangible, whether disclosed or prepared upon review of such information, pertaining to the business of the disclosing party or its affiliates, subsidiaries or business associates. Confidential Information includes business, product or service plans; financial information and projections; designs, drawings, schematics, techniques, suggestions, development tools and processes; data and computer software; developments, inventions, and improvements; research and development; customer, market and marketing information (including Flora Customer Personal Information, which shall be considered Confidential Information) and the terms of this Agreement. Sales data will be considered Confidential Information. Confidential Information does not include information that (i) is or becomes publicly known, not as a result of any improper action or inaction of the party receiving such information; (ii) was rightfully in possession or known by the party receiving such information at the time of disclosure; (iii) is disclosed to the party receiving such information by a third party who rightfully possesses the information without confidentiality restrictions, (iv) is independently developed by the party receiving such information without use or reference to the Confidential Information or (v) Flora expressly consents that you may disclose.
These obligations are in addition to, but do not supersede, the obligations set forth in Section 8(g).
- Governing Law and Disputes
You may not assign this Agreement, by operation of law or otherwise, without Flora’s prior written consent. Subject to the foregoing restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Flora may assign this Agreement in its sole discretion, including by way of merger or sale of stock, by providing you notice of the same.
Flora will send all notices required by this Agreement to you via the Flora Brand Network or at the e-mail address you provide on the Flora Control Center (which you may change at any time on the Flora Brand Network) or by any other means then specified by Flora to the address you provide on the Flora Control Center. You must send all notices and other communications relating to Flora by using Flora’s then specified method set forth in the Flora Control Center.
Headings are for reference purposes only and do not limit the scope or extent of such section.
If any provision of this Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
A party’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver by that party of its right to enforce such provision (through strict performance or otherwise) or any other provision of this Agreement.
This Agreement and all Flora Policies are the entire understanding and agreement between you and Flora relating to the matters covered thereby and supersede all prior understandings and agreements of the parties relating to those matters. In the event of any conflicts between Flora Policies and this Agreement, Flora Policies will prevail.
EXHIBIT A: Flora Fulfillment Policy
1. Performance Expectations
Flora expects that all Product Vendors consistently demonstrate excellent performance with regard to the overall Flora Customer experience. Performance metrics and targets should be considered when configuring your operational settings on the Flora Brand Network. In order to maintain a great Flora Customer experience, every effort should be made to provide fulfillment information and maintain operational settings that provide specific delivery days as opposed to delivery date ranges. This objective can be achieved by providing specific shipping methods (e.g., UPS Ground) in the Flora Control Center as opposed to general service levels. In order to ensure a positive Flora Customer experience, Flora typically expects orders to be delivered to Flora Customers within 5 business days or less from order placement. For orders on everyday essential products (e.g., paper towels, deodorant, dog food, etc.), delivery within 2 business days is recommended in order to be competitive and selected to fulfill orders (please see the Agreement for more details).
Flora has defined performance metrics and targets below that illustrate the performance expectations that we have for our Product Vendors.
Order Acknowledgement Time Service Level
- This metric is defined as the percentage of orders acknowledged by the Product Vendor within a specified time after the order is in a Ready status on Flora’s Marketplace.
- Flora expects the typical Product Vendor to acknowledge an order in 15 minutes or less.
- Performance Expectation: > 99.0% for 15 minutes, 100% for 2 hours.
- If order is not acknowledged within 2 hours, the order is void and made available to other Product Vendors.
- Service levels and performances apply on business hours only.
Order Acceptance Rate
- This metric is defined as the percentage of orders accepted by the Product Vendor.
- This metric is an indication of Product Vendor’s inventory accuracy on the Flora Brand Network.
- Performance Expectation: > 99.0%.
Orders Shipped Rate
- This metric is defined as the percentage of complete orders shipped after acceptance.
- This metric is an indication of the inventory accuracy and health in the Product Vendor fulfillment network.
- Performance Expectation: > 99.8%.
Orders Shipped On Time Rate
- This metric is defined as the percentage of orders that have a first scan by the shipping carrier < 24 hours after the expected ship date (as determined by the order processing time and operating days set by the Product Vendor).
- Performance Expectation: > 99.3%.
Orders Delivered On Time Rate
- This metric is defined as the percentage of orders delivered on time.
- This metric is an indication of overall delivery promise performance.
- Performance Expectation: > 98.7%.
Order Processing Time
- This metric is defined as the time to process and fulfill the order (pick/pack/ship).
- The typical Product Vendor will fulfill the same day or within 1 business day.
- This value is defined by the Product Vendor in the Flora Control Center by selecting appropriate service levels for fulfillment processing time.
- If Flora determines that the Product Vendor has significantly exceeded the fulfillment processing time indicated in the Flora Control Center and has not yet shipped the complete order, Flora reserves the right to cancel the unfulfilled portion of the order on the Product Vendor’s behalf.
Order Processing to Delivery Time
- This metric is defined as the time from completion of order processing (shipment) to delivery of order.
- The typical Product Vendor will be able to deliver the package in 1 to 5 business days (2 days for ‘everyday essentials’) from the time of shipment depending on ship distance.
- This value is influenced by the Product Vendor in the Flora Control Center by selecting appropriate shipping service levels or shipping methods that can meet this promise.
Order to Delivery Time
- This metric is defined as the time from when a Flora Customer places an order to delivery of the order.
- The typical Product Vendor will be able to deliver the package in 1 to 5 business days (2 days for ‘everyday essentials’).
- This metric is the overall Flora Customer delivery promise time.
Product Vendor Order Defect Rate
- This metric is defined as the portion of orders that have a defect due to the Product Vendor (e.g., wrong item shipped, or poorly packed damaged items)
- Performance Expectation: < 2%.
Average Flora Contact Response Time
- This metric is defined as the percentage of Flora initiated messages that are responded to within 12 hours. This metric includes evenings and weekends.
- Performance Expectation: >95.0%
Flora will work with our Product Vendors to set reasonable fulfillment expectations for specialized products such as bulky or heavy items that may require longer time to deliver.
2. Settings and Guidelines
a. Inventory Update Frequency
This metric is defined as the frequency that the Product Vendor sends available inventory quantities to Flora. Since available inventory is automatically sent to Flora via the Flora Shopify app, the Product Vendor requirement is fulfilled by updating inventory quantities in the Shopify system.
The typical Product Vendor will refresh all inventory quantities in Shopify at least once per day, but update frequency should be adjusted based on velocity of sales.
Individual products that run a substantial risk of stocking out should be refreshed as needed during the day to maintain availability for sale without over selling.
There is no limit to the number of times per day that a Product Vendor may update inventory quantities.
b. Shipping Definitions and Tracking Requirements
Flora defines an order as ‘shipped’ when it has been delivered to the shipping carrier or provider and is en route to the Flora Customer.
Flora expects all Product Vendors to work with reliable logistics providers that are able to provide accurate carrier information and a valid package tracking number at the time of shipment. For a tracking number to be valid, it must be recognized on the carrier website at the time of shipment and provide accurate information during transit.
c. Packaging Guidelines
Flora expects all Product Vendors to maintain high quality standards regarding how products are packed and delivered. Items should be placed in appropriately sized boxes and packed in such a way to prevent damage.
Flora has specific requirements regarding what information is included on packing slips (see Preferred Packing Slip Configuration below). These requirements are intended to avoid any pricing confusion on the part of the Flora Customer and to avoid any potential conflict in resolving service issues.
Preferred Packing Slip Configuration:
- Instruction to contact Flora Customer Services for Support
- Removal of pricing details
Flora will monitor the performance of each Product Vendor on an ongoing basis, with the objective of assessing each Product Vendor’s ability to meet our service promise to Flora Customers. When reviewing Product Vendor performance, Flora will consider a variety of factors:
- Adherence to the Flora performance expectations outlined above.
- Adherence to expected service levels as defined by the Product Vendor in their operational configuration.
- Evaluation of Flora performance metrics relative to other Product Vendors in similar categories.
If a Product Vendor fails to meet these expectations, Flora will communicate these issues in a timely manner and work with the Product Vendor to develop an action plan. Flora may recommend that the Product Vendor set new service levels or automatically adjust them. Flora will continue to closely monitor performance for desired improvement. If a Product Vendor continues to perform poorly, Flora reserves the right to select other Product Vendors to fulfill like orders (until the underperforming Product Vendor is able to demonstrate to Flora that it has remedied the underperformance) or Flora may choose to suspend the Product Vendor’s access to the Flora Brand Network. If the performance issue significantly impacts the Flora Customer experience, Flora may suspend the Product Vendor’s access without advance notice.
4. Order Acknowledgement (Explanation)
The Order Acknowledgment is a requirement from Flora that a Product Vendor acknowledge an order when Flora has selected the Product Vendor for fulfillment. Flora transmits orders to your store via the Shopify Application Programming Interface (API), and a successful API call in which the order is transmitted to you is considered a valid Order Acknowledgement with no further action required by you. If the order transmission is not successful, Flora may retry submission by making one or more additional API calls until the order is successfully transmitted, or until Flora determines that it will no longer retry, in which case the Order Acknowledgement is considered to be unsuccessful.
5. Product Vendor Order Defect Rate (Explanation)
Flora recognizes that select order defects may be due to the fault of the Product Vendor, the shipping carrier, or Flora. Flora will take these into consideration when evaluating the order defect rate.
In general, Flora will attribute the following types of order defects to the Product Vendor:
- Damaged, defective or broken items.
- Missing or wrong items.
- Late or lost shipments.
Ongoing violations of the Flora Fulfillment Policy may result in Flora revoking the privilege to list on the Flora Brand Network.
EXHIBIT B: Flora Returns Policy
Flora strives to take the hassle out of returns for both Product Vendors and Flora Customers. We offer our Flora Customers a consistent returns policy across all of our Product Vendors, where Flora’s Customer Services team handles Flora Customer interactions and servicing such as returns and refund payments.
It is expected that Product Vendors mirror their existing return shipping cost policy, to the extent that it is more favorable to the customer than the standard Flora policy. If return shipping is free whether by policy or common practice, then the Product Vendor is expected to pay for return shipping costs. In general, Flora will generate a return shipping label or facilitate the return using an appropriate carrier and method that provides the ability to track return shipments.
If Flora has deemed that your error (or your agent’s error) was the reason for a return (e.g., you shipped an incorrect item to a Flora Customer or an item was damaged/defective), you will be responsible for return shipping costs regardless of your normal return shipping cost policy.
- Flora Customer Return and Refund Policy
In general, Flora Customers have the right to request free returns of items for up to 30 days after the initial delivery date, with no restocking fee or other charges. Flora Customers may be provided the option during the shopping experience of waiving the right to return products.
Returned items must meet the following requirements:
- The item is not on the list of Non-Returnable Products and Product Categories.
- The item must still be new, in the original packaging and with the original tags still attached.
- Damaged, defective and incorrect items delivered to Flora Customers may be returned at no added charge, regardless of whether that Flora Customer elected to ‘waive returns’ for the item.
At this time Flora does not process exchanges, only returns, replacements and refunds.
In order to ensure this return policy is not abused by Flora Customers, the Flora Customer Services team will monitor behavior and address any issues of policy abuse. Flora will review and determine when Flora Customer accounts associated with abuse will be inactivated.
- Flora Product Vendor Return Policy
As described above, certain sales made by you to Flora Customers may result in returns to you and replacements and/or refunds of products fulfilled by you. If a product fulfilled by you is returned, replaced or has a refund request to Flora, Flora may decide to submit to you a replacement, return and/or refund request, providing the reason for the replacement, return and/or refund request.
For any item(s) that Flora needs replaced, you will receive either a return notification requesting that the item(s) be replaced upon return or receive an order that is identified as a replacement order for the previously shipped item(s). For settlement purposes, a replacement order will be treated as a separate order with the same price and commission charges as the original item(s). Upon Flora’s return of the original item(s), the replacement order will be debited from the Product Vendor account. If the original item(s) cannot be returned such as if the shipment is lost, the item(s) condition prevents a return, or the cost to return the item(s) exceeds the resale value of the item(s), Flora will request a refund for the replacement order.
b. Returns and Refunds
Upon your receipt and processing of returned item(s), you will either replace the item(s) as described above or if a refund is requested provide the refund amount to Flora, which Flora will debit from your Product Vendor account. If Flora determines that more than one week has passed since you received returned item(s) and you have not yet processed the returns, Flora will initiate the returns processing for the item(s) on your behalf. The refund amount will generally equal the item(s) price set by you. This amount is the original price at which you sold the item(s) to the Flora Customer, through the Flora Brand Network. If it is your normal policy to also refund original shipping costs on returns, it is expected that that policy also be mirrored on Flora.
- In some cases, Flora may request a refund without a return such as if the shipment is lost, the item(s) condition prevents a return, or the cost to return the item(s) exceeds the resale value of the item(s). If Flora deems that your error (or your agent’s error) was the reason for the return and/or refund (e.g., you shipped the incorrect item(s) or the item(s) arrived damaged/defective), it is expected that you will refund any original shipping costs paid to you in addition to the item(s) price.
- Flora will generally direct the return shipment to your closest facility accepting returns or if applicable, the return location identified with the original shipment details sent to Flora. You may also use the Flora Returns Exception API to indicate a returns location on a per-item level. In addition, any special return shipment identification such as a Return Merchandise Authorization (RMA) if needed should be included with the original shipment details.
Flora Customers can initiate the return of products for up to 30 days after product delivery. Relating to this timing, and to ensure an appropriate Flora Customer experience, our Product Vendors must accept returns at their facilities for up to 60 days after the product delivery date (this excludes items on the list of Non-Returnable Products and Product Categories and other items specifically agreed to by Flora and the Product Vendor). Returns arriving after 60 days from product delivery can be either accepted and approved or returned to the sender at the Product Vendor’s discretion.
- Performance Expectations
In order to ensure a positive Flora Customer experience, Flora expects that all Product Vendors promptly review and process returns. Flora will review and monitor return processing performance and work with the Product Vendor to address any issues (see the Fulfillment Policy, Performance Management Process for more details).
Returns Processing Time
- This metric is defined as the percentage of Flora returns that are processed and completed within 2 business days after receiving the returned item.
- Performance Expectation: >99.0% for 2 business days
- Settlement and Refund Processing
If you accept a return or refund request, Flora will debit your Flora account for any amount originally credited for such product. This debit will include original shipping costs if you, or your agent, are deemed at fault. In addition, Flora will also debit your Flora account for return shipping costs when applicable.
If upon receiving a return, you believe there is a reason that the full requested amount should not be refunded to Flora, you may provide Flora with the lesser amount you feel is due and associated rationale. If you believe there is a reason why the original or return shipping costs should not be debited from your account, you may dispute this charge with date and the associated rationale. Your explanation must be consistent with fair expectations and the spirit of the marketplace. Flora reserves the right to adjust the refund amount if appropriate.
For refund amounts debited against your account, Flora will also refund back to you the commission fee originally charged on the refunded amount.
- Non-Returnable Products and Product Categories
Select sets of items on the Flora Brand Network are not eligible for Flora Customer return. These items include but are not limited to software, hazardous items, some health and personal care items and food and beverage items. All items that are not eligible for return are indicated to Flora Customers on the Flora Brand Network.
- Ownership of Returned Products
Title to and risk of loss for shipment of tangible product returned by a Flora Customer will transfer immediately to the Product Vendor upon delivery to the common carrier for shipment back to the Product Vendor.
EXHIBIT C: Flora Pricing, Settlement and Commissions Policy
For each product that you list on the Flora Brand Network, you will provide the price at which you will sell the product to Flora Customers (the “Item Price”) provided that you will pay the shipping fees for that product. At checkout, subject to the paragraph below, the Flora Brand Network will match Flora Customers with Product Vendors, thereby determining which Product Vendor(s) will fulfill a given Flora Customer order, based on the Item Price. If you are selected as the fulfilling party, you will sell the item to the Flora Customer at a price to be provided by Flora, based on the Item Price you will provide, and the commission Flora will receive.
For the Flora Brand Network to provide Flora Customers with the benefits of an efficient marketplace (savings for Flora Customers, profitability and flexibility for Product Vendors), the Item Price of an item should be equal to or less than what you sell the item for elsewhere, including, but not limited to, any on-site sales or promotions.
b. Product Based Customer Savings Policies
Flora maintains the ability for Product Vendors to influence how Flora Customer savings benefits are displayed at the item level such as when you need to consider product- based pricing policies. In advertising prices to Flora Customers, Flora will comply with Product Vendor’s pricing controls indicated in the Product Vendor’s product feed, such as its Minimum Advertised Price (“MAP”) policy, for products where the Product Vendor is selected to fulfill the Flora Customer’s order. For the avoidance of doubt, the selling price of a product will not be lower than the MAP.
At a given point in time, your account with Flora will contain credits (amounts owed to you by Flora) and debits (amounts you owe Flora). The components of this account balance are as follows:
For items sold, the date at which the sale of the item is recognized is the shipping confirmation date. This date is also the moment at which any commissions are calculated and recorded for a given transaction. Regarding refund amounts you owe Flora, see the Flora Returns Policy for a detailed description of how refund amounts are determined.
Payments are made to you in United States Dollars (USD). You may request to be paid in a different currency; Flora will accommodate such requests when possible, but cannot guarantee that it will pay you in any currency other than USD.
Flora operates on a bi-weekly settlement basis. The period is defined as starting at 12:00 am UTC on alternating Saturdays and ending at 12:00 am UTC on the second following Saturday. Upon the conclusion of a given 14-day period, Flora will reconcile the amounts due to you and remit the balance to the bank, PayPal, or other payment account provided in the Flora Control Center. This balance transfer will be sent via Automated Clearinghouse (ACH), PayPal, or other payment method on the Thursday following a given period’s close and will usually be available to you within three to four business days. If the Thursday or Friday occurs on a U.S. Federal Holiday, a corresponding delay in receiving any funds may occur.
Should your account balance in a given week be negative (meaning that you owe Flora money), Flora reserves the right to offset any future payments to you by that negative balance amount, or to invoice you for that amount. It is your responsibility to provide accurate banking information. Flora is not responsible for any delays in payment to you that result from inaccurate banking or payment information entered via the Flora Control Center.
As noted above, the starting point for the commission percentage is the Base Commission. That rate is determined based on the Flora Category in which the item is classified, as determined by Flora. (See below for Flora Base Commission Rate Schedule.) This base commission includes payment processing fees and other Flora operational costs (e.g., Flora Customer Services).
2) Item Price
As discussed in the Pricing section, for a given item, this equals the Item Price that you provide us or set via the Flora Control Center for that item.
(ii) Flora Commission Monitoring
In order to ensure that the Flora Brand Network works efficiently, Flora must reserve the right to monitor our Product Vendor's Average Applicable Commission rates. If over a fixed period of time (e.g. a biweekly or monthly basis), a Product Vendor’s Average Applicable Commission is lower than the Base Commission, Flora may, in our discretion, provide notice of this fact to the Product Vendor. Following such notice, Flora will work with the Product Vendor to adjust commission rules to improve future Average Applicable Commission rates. Flora also reserves the right to either adjust the Product Vendor's Average Applicable Commission to match the Base Commission rate or take other action on a go forward basis.
Additional incentives whether percentage or dollar based for offering Flora Customers an option to waive returns or to provide an email address under this Agreement are considered additional payments and as such are not included in the Average Applicable Commission calculation for Flora Commission Monitoring purposes. The Product Vendor is expected to pay the Applicable Commission of at least the Base Commission and in addition to the Applicable Commission any additional rate or dollar-based incentives offering waive return options and offers to Flora Customers to provide an email address.
(iii) Flora Base Commission Rate Schedule
Base Commissions for products on the Flora Brand Network are 15% unless explicitly agreed otherwise in writing between Flora and the Product Vendor.
EXHIBIT D: Flora Product and Listing Policy
Flora will work closely with our Product Vendors to ensure that we maintain the highest standards of product quality and that all information associated with the sale of products is presented honestly, responsibly and legally. Flora undertakes not to list your products on other marketplaces without your prior written approval.
- Flora-Maintained Product Catalog and Search Experience
Flora maintains a curated product catalog and search experience on the Flora Brand Network in order to ensure a clean, Flora Customer-friendly shopping experience. Flora has sole discretion to determine which products, product categories, and brands will appear in general (i.e., non-product or brand-specific) search results on flora.co and which products will appear only in brand-specific search results. In addition, Flora has locked product listings and maintains control of the content, appearance, design and other aspects of each product listing.
The product list provided by the Product Vendor and the associated Product Content will be evaluated using Flora’s proprietary curation process to determine which products will be included in general search results on the Flora Brand Network. Products that are not included in general search results may still be available for sale on the Flora Brand Network and included in brand-specific search results. As a result of this curation process, or at Flora’s discretion, specific products that do not meet Flora’s standard of quality, or products that are prohibited by Flora, will not be available for listing on the Flora Brand Network (see Product and Listing Guidelines). Flora will communicate the results of this curation process to the Product Vendor via the Flora Control Center. For items that did not meet the criteria to be available on the Flora Brand Network or included in general search results, the Product Vendor has the option to submit an appeal to Flora and the item will be reconsidered.
When a Product Vendor uploads their product catalog to Flora, the Flora system also evaluates the Product Content to be provided and determines which content to include in the listing for each item. Flora will provide a process to enable Product Vendors to request edits to listing details.
- Flora Product Listing Requirements
Flora Product Vendors that want to list their items on the Flora Brand Network are required to upload a list of products and required “Product Content” (as defined below and as dictated in the Flora Control Center) for those items. Flora requires that Product Vendors provide complete information for each item listed on flora.co and encourage our Product Vendors to provide high quality data to ensure a positive consumer experience (for additional details and a full list of fields, please review the Product Schemas in the Flora Control Center).
At a minimum, Flora requires all of the fields below in order to create a product offer on Flora. It is strongly encouraged that Product Vendors upload all required and optional fields (identified in the Flora Control Center) in order to ensure products are listed quickly and to improve the quality of listed products.
a. Product sustainability information
Complete list of product materials and/or ingredients, information on material sourcing, Post Consumer Recycled (PCR) material content and end of life product disposal specifications. Similar information is also required for the packaging. Flora will ask Product Vendors a list of questions to determine the sustainability value chain impact through a survey.
b. Supply chain sustainability information
Detail on where products are made, manufacturer screening process and transportation information
c. Sustainability questionnaire
A short questionnaire to help us better understand what makes your product sustainable and inform the impact calculation that is displayed on the Flora Marketplace. Questionnaire includes information on any sustainability certifications (supporting documentation required where applicable) and sustainability-related product attributes
d. Merchant SKU
The unique identifier used by the Product Vendor to identify the product
e. Unique IDs
At least one, but preferably multiple, globally unambiguous identification number or standard product code (GTIN-8/12/13/14, ISBN10, UPC, EAN, etc.)
f. Product brand
The unique product brand used by the manufacturer
g. Product Manufacturer
The manufacturer of the brand
h. Manufacturer part number
The manufacturer’s unique part number for the product
i. Product Description
The long description of the product (≤ 2000 characters)
j. Product Description Bullets
At least two but preferable more unique product feature descriptions (≤ 500 characters).
Please adhere to the following recommendations:
Bullet points are meant for short, easily digestible pieces of information about a product,
Bullet points should give the customer a snapshot of: (i) what the product is, (ii) what it does and (iii) what is included for the price,
Bullet points have to list out features of your product that are considered to be its key features or most important characteristics,
Steer clear of the usage of promotional content, information on pricing or sales, and discounts that you have on offer,
Do not use competitors’ brand names.
k. Attribute Information
Attribute IDs from the Flora provided documentation that corresponds with the attribute of the product, as well as the value of the attribute (e.g., Attribute ID 87 for Men's Dress Shirt Size and Attribute Value 16 Neck x 33 Sleeve)
l. Relationship/Grouping Information
Information to group related SKUS as either a variation relationship or an accessory relationship (if applicable)
m. Variation Information
Information to identify the attributes by which parent-child SKUs in a relationship/grouping relate on
n. Multi-Pack Quantity
The number of items based on Standard Product Code (Unique ID) that makes up your merchant SKU. Accuracy of this field is essential in order to ensure listing integrity, be sure to review the field explanation on the Flora Control Center
o. Item Price
The provided price at which you will sell the product to Flora Customers
p. Pricing Policy Control
Minimum Advertised Price (MAP) or Minimum Selling Price (if applicable)
q. MAP Price
The requested Minimum Advertised Price (MAP), if MAP policy is set
The quantity of inventory for the given item in a given fulfillment node Product Images: In addition to a main image (main product images must have a pure white background), an alternative image and/or swatch image must be provided. Accepted formats are .jpeg, .jpg, and .gif. Images should be 1500 x 1500 pixels or larger.
s. Package Dimensions
Length, width and height, in inches, of the product when in its shippable (i.e., packaged or boxed) configuration
t. Shipping Weight
Weight, in pounds, of the product when in its shippable (i.e., packaged or boxed) configuration.
- Licenses; Intellectual Property
You, the Product Vendor, grant Flora a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, display, distribute, adapt, modify, re- format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Product Content provided or made available by you to Flora. “Product Content” means the materials describing or depicting the products listed by you on the Flora Brand Network, including product information and descriptions, photographs, videos, product data and literature, and any trademarks and copyrights relating to your products. You represent that your Product Content does not violate another party’s intellectual property rights.
You acknowledge that given the nature of the Flora Brand Network, Flora may use the Product Content in whole or in part on the Flora Brand Network, including in connection with the listing via a different Product Vendor of a product that you have submitted. Nothing in this Policy will impair Flora’s rights under applicable law to list and display products without a license (e.g., through fair use, a third-party license, or referential use under trademark law).
- Product and Listing Guidelines
Flora requires that all Product Vendors adhere to a high standard of quality regarding the products that they list on the Flora Brand Network and the related Product Content that they provide.
All Product Vendors should be authorized to sell the products that they list on the Flora Brand Network. If a manufacturer of a product that you list on the Flora Brand Network has established an authorized reseller or dealer program/policy (“Authorization Policy”) applicable to that product (“Authorized Resale Product”), Flora reserves the right to defer to the manufacturer’s Authorization Policy by recognizing only the manufacturer’s authorized dealers as Flora Product Vendors with respect to selling the Authorized Resale Product on the Flora Brand Network. Flora will work with manufacturers and any affected Product Vendor to address these issues and, if applicable, verify authorization. Flora reserves the right to curtail or suspend any Product Vendor’s access to the Flora Brand Network for repeated attempts to make unauthorized sales of Authorized Resale Products. Product Vendors must also comply with the following:
- Items are accurately represented in listings and listing photos.
- All items and Product Content provided are legal and in compliance with U.S. state and federal regulations.
- All items listed are new and in original condition. The item’s original manufacturer’s warranty (if there is one) must still apply. At this time, Flora does not support the sale of used or refurbished products.
- All items listed for sale must be authentic. Flora will not allow any counterfeit product to be sold on the Flora Brand Network.
- Flora reserves the right to prohibit any product or product description that infringes on another’s intellectual property, including any “knock-off” products. Product Vendors are responsible for ensuring that their products on the Flora Brand Network have all appropriate intellectual property rights, including any licenses. Flora reserves the right to make judgments about whether or not a listing is appropriate.
- All items listed on Flora are expected to be professionally manufactured products. Flora does not sell homemade items.
- All items listed on Flora must utilize the product variant feature, meaning for example that an item available in eight colors that is otherwise identical except for color must not be listed as eight separate items, but rather a single item with eight color options.
- Each item listed on Flora must have a unique identifier that is not specific to the Product Vendor. Acceptable forms of a unique identifier include standard product code (e.g. ISBN, UPC, EAN, etc.), or brand/manufacturer part number.
- Only bundles created by manufacturers with unique UPCs are available for sale on the Flora Brand Network; retailer bundling is not permitted on the Flora Brand Network.
- Custom multi-packs of a single product are uploaded to the Flora system with the correct Flora multi-pack quantity, as defined in the Flora Control Center.
- All necessary Product Content is responsibly presented, including all required product warnings and disclosures - see Compliance with Consumer Product Laws.
- All items are presented in good taste as to not offend our Flora Customers and do not promote, support or glorify illegal activities or hatred toward or otherwise demean people based upon: race, ethnicity, religion, gender, gender identity, disability, or sexual orientation; including items or content that promote organizations with such views. Flora, in its sole discretion and without explanation or justification, reserves the right to remove products containing political or social content deemed inappropriate, or a seller of such products.
- While Flora generally allows the listing of adult and sexual wellness products, Flora reserves the right to disqualify certain products at any time. When listing adult/sexual wellness products, (1) you must only display the actual product and not use any human models and (2) the displayed product images cannot contain nudity, profanity or graphic adult language. If the product or product description has prohibited content (such as nudity), it must be removed or blacked out.
- Prohibited Products on the Flora Brand Network
Flora prohibits the sale on the Flora Brand Network of certain products, including those products that are:
- illegal, including products that Flora believes are intended to produce an illegal product or undertake an illegal activity,
- offensive, such as products that promote or glorify hatred, violence, racial, sexual or religious intolerance.
Additionally, Flora may prohibit the listing of items on the Flora Brand Network that are or may be legal, but are either highly regulated or do not meet Flora’s vision for the Flora Brand Network (in both cases, as determined by Flora in its sole discretion).
Below is a list of items that Flora prohibits on the Flora Brand Network. This list is not exhaustive, as there may be other items that Flora prohibits.
Please note that there may be exceptions to this list where Flora will authorize pre- approved Product Vendors to list an item or a category on this list on a case-by-case basis.
If a Product Vendor has any questions about this list or the opportunity to be authorized to sell items in categories prohibited on this list, please contact email@example.com.
Prohibited items - Flora prohibits the listing of:
whether to sell in the United States, or any products that are illegal on a state or municipal level
Meaning no live animals. Also, no items made from certain animals, such as animals endangered or threatened under the U.S. Endangered Species Act or such as ivory from ivory-producing animals such as whales or elephants. There may be exceptions – contact Flora
that require registration, at least for now. (Also, Flora will not sell automotive electronics that are intended or designed to affect traffic, block signals, etc.)
Currency, Coins, Cash Equivalents, and Gift Cards
Drugs or other controlled substances
(other than common over-the-counter drugs that are legal and approved for distribution by Flora), or products that are intended to simulate illegal drugs
Dietary supplements (i.e., vitamins, minerals, herbs, or other substances, such as amino acids or fatty acids eaten to supplement the diet) are not prohibited, provided that the product complies with the requirements below:
- Supplements must be sealed in the original manufacturer’s packaging
- Supplements must be new and unused
- Supplements must clearly display the identifying codes placed on the packaging by the manufacturer or distributor, such as matrix codes, lot numbers, or serial numbers
Supplements must be labeled in English with the following information:
- The name of the dietary supplement
- The total quantity or amount of the dietary supplement, such as 100 tablets, 5 mg, 6 oz
- A “Supplement Facts” panel
- The ingredient list
- The name and address of the manufacturer, packer, or distributor
- Supplement labels must not state that the products cure, mitigate, treat, or prevent a disease in humans, unless that statement is approved by the FDA
- Supplement labels must not claim that the products have the same effects as controlled substances or prescription drugs, such as names that could be confused with controlled substances or prescriptions drugs
- Supplement labels must not claim that the supplements are “FDA approved”
- Supplement labels must not use the FDA logo
- Supplement labels must not state “tester,” “not for retail sale,” or “not intended for resale”
Detail pages must include the following information:
- The name of the dietary supplement
- The ingredient list, including an image of the ingredient list from the product label
- The total quantity or amount of the dietary supplement, such as 100 tablets, 5 mg, 6 oz
- Detail pages must not state that the products cure, mitigate, treat, or prevent a disease in humans, unless that statement is approved by the FDA
- Detail pages must not include disease names in the keywords
- Detail pages must not state that the products have the same effects as controlled substances or prescription drugs. Supplements cannot state that they are alternatives to prescription drugs or that they are just as effective as a prescription drug
- Detail pages must not claim that the products produce an effect similar to that of an anabolic steroid, such as "Legal Steroids"
- Detail pages must not state that the supplements are “FDA approved”
- Images associated with detail pages must not include the FDA logo
Products and ingredients
- Supplements must not be named in an FDA recall or safety alert. For more information, go to Recalls, Market Withdrawals, & Safety Alerts.
- Supplements must not contain ingredients prohibited by the FDA. For more information, go to Dietary Supplement Products & Ingredients.
- Supplements must not be identified as adulterated, such as being unsafe or lacking evidence of safety, or misbranded like having false or misleading information on the label in an FDA warning letter. For more information, go to FDA Warning Letters.
- Supplements must be safe for use and must not be a product that the FDA has determined presents an unreasonable risk of injury or illness, such as:
- Products that contain pure powdered caffeine. For more information, go to Pure and Highly Concentrated Caffeine.
- Supplements must not be named by the Federal Trade Commission (FTC) as making untrue marketing claims. For more information, go to Federal Trade Commission Press Releases.
- Supplements must not contain controlled substances, such as:
- Cannabidiol (CBD), a Schedule I Controlled Substance.
- Anything listed in Schedules I, II, III, IV or V of the Controlled Substances Act. For more information, go to Schedules of Controlled Substances.
- "List I" chemicals or their derivatives as designated by the Drug Enforcement Administration (DEA). For more information, go to List I and List II Chemicals.
- Supplements must comply with Flora Policies, including:
- Supplements that contain ingredients derived from sharks, whales, dolphins, or porpoises are prohibited from sale
- Supplements that contain more than 12% hydrogen peroxide are prohibited from sale
- Patches that are marketed as dietary supplements or detox products are prohibited from sale
- Male enhancement supplements with the brand name Rhino are prohibited from sale
Guns, gun parts and ammunition
(except Product Vendors may list air or BB guns)
Hazardous or dangerous chemicals (or items containing them)
Many medical goods
Such as (1) products that require FDA clearance or approval and have not been cleared or approved by the FDA for over-the-counter use or (2) certain other medical devices (regardless of FDA clearance or approvals), such as catheters or hearing aids - please contact firstname.lastname@example.org with any questions.
Real property and real estate
Stocks and other securities
or products that contain tobacco, or any other product containing nicotine
such as unauthorized knives (switchblades, etc.), clubs, etc. Obviously, Product Vendors may list kitchen knives, other household knives and the like.
Flora strives to maintain a high-quality product catalog and reserves the right to modify our list of Prohibited Products at any time.
- Compliance with Consumer Product Laws
Each Product Vendor is solely responsible for ensuring and verifying that all of its products listed on the Flora Brand Network comply with applicable federal and state laws, including cautionary statements in product descriptions. Product Vendors should familiarize themselves with federal and state laws and regulations applicable to consumer products, and contact and work closely with their suppliers to ensure that all products sold are compliant with all applicable laws. Each Product Vendor is also responsible for updating its Product Content as necessary over time to comply with any applicable new legal requirements.
By listing a product on the Flora Brand Network, each Product Vendor acknowledges and agrees that you, the Product Vendor, are responsible for identifying in your product description any cautionary statement (choking hazard warning) for games or toys for children, as required by federal law (15 U.S.C. § 1278). Product Vendors are required to provide applicable disclosures in the Flora Control Center where [“cautionary statement disclosure”] spaces are provided, with the understanding that these disclosures will be used on the Flora Brand Network. For more information, please contact email@example.com.
Flora will list any such disclosure provided by a Product Vendor for a product description. If multiple Product Vendors upload different descriptions, Flora’s marketplace will default to the most inclusive description or, if applicable, the description provided by the product manufacturer.
- Handling of Product and Listing Policy Violations
Flora takes its product listings seriously, and will always reserve the right to modify our policies at any time. In instances where we believe a Product Vendor is either inadvertently or intentionally not acting in a manner consistent with these policies, we will first strive to work together to correct the specific issue. Flora reserves the right to terminate any product listing that violates our policies (in Flora’s sole discretion) and, if the violating product comes into Flora’s or a Flora Customer’s possession, destroy the product. Ongoing violations of this Product and Listing Policy may result in Flora revoking the privilege to sell via the Flora Brand Network. If appropriate, Flora will also take legal action against a Product Vendor that violates this policy.
This letter shall be governed by and construed in accordance with the laws of the State of Delaware of the United States of America.