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Jellop Seller Terms and Conditions

These Terms and Conditions ("Terms"), together with the Order Form to which they are attached ("Order Form" and together with the Terms, the "Agreement") governs the engagement between Jellop (Bidder) Ltd., a company organized under the laws of the State of Israel with its main place of business in Israel ("Jellop") and the Seller identified in the Order Form. Any capitalized terms not otherwise defined herein shall have the definitions given to them in the Order Form.

  1. Listed Product Information. Seller shall provide Jellop with any specific instructions regarding the Listed Products or the sale thereof, including but not limited to instructions required by law relating to packaging, minimum age requirements for purchase, inclusion of warnings, warranties, and any other pertinent information. Jellop shall have the right to request additional information or clarification from the Seller to ensure that all Listed Products marketed and sold through the Platform meet legal and safety standards as required by relevant laws and regulations.
  2. Order Process.
  1. Upon submission of an order by a customer on the Platform ("Customer"), Jellop shall promptly relay the order details to the Seller. Seller shall be directly responsible for the provision, including preparation, packaging, and shipping, of the Listed Product(s) specified in the order. The Seller shall ensure that the Listed Product(s) are delivered directly to the Customer in accordance with the delivery preferences specified by the Customer at the time of placing the order on the Platform.
  2. Seller is responsible for all aspects of the shipping process, including but not limited to selecting a reputable shipping company and ensuring the Listed Product(s) are shipped in a timely manner.
  3. Seller's responsibility for the Listed Product(s) shall be deemed fulfilled only upon the successful delivery of the product(s) to the Customer, as evidenced by delivery confirmation provided by the Customer.
  1. Seller Representations. Seller represents and warrants that (a) it is duly organized and has the authority to enter this Agreement, and this Agreement does not conflict with any other obligations that it may have; (b) it has the necessary resources and capabilities to fulfill its obligations under this Agreement, including the provision of Listed Products and all rights granted hereunder; (c) the Listed Products and its provision thereof will be in compliance with all laws, regulations, and industry standards; (d) the Listed Products will conform to the specifications provided by Seller and listed by Jellop on the Platform and will be transferred free of all encumbrances; (e) it will inform Jellop of any expected decrease in stock or any other expected inability to comply with its obligations hereunder.
  2. Consideration and Payment. Jellop shall pay to the Seller the revenue share payments as listed in the Order Form, subject to receipt of an undisputed invoice. Payment shall be made within forty-five (45) days from the end of the month during which the relevant Listed Product is provided to Jellop. Any payments made shall include any VAT, taxes, and governmental charges applicable. Seller will bear all costs relating to the production of the Listed Products provided, including, without limitation, in respect of materials, equipment, and insurance.
  3. Consumer Protection Laws. The Seller shall be solely responsible for ensuring that all aspects of the Listed Products and their sale through the Platform comply with all consumer protection laws, regulations, and guidelines applicable in any jurisdiction where the Listed Products are sold. The Seller agrees to conduct its operations in a manner that fully complies with such legal requirements, assuming full responsibility for any non-compliance or violation of consumer protection laws. It is hereby clarified that Jellop shall bear no liability, whether direct or indirect, for any claims, damages, fines, or penalties that may arise from the Seller's failure to comply with any applicable consumer protection laws.
  4. Intellectual Property.
  1. Jellop IP. Seller acknowledges that Jellop and its licensors exclusively own all intellectual property rights, including but not limited to rights, titles, and interests in the Platform, its software, innovations, modifications, enhancements, updates, trademarks, service marks, logos (whether registered or unregistered), and any specifications, designs, and schematics for Listed Products. Seller is granted no rights or licenses to use any Jellop or third-party trademarks, service marks, logos, or trade names under this Agreement. Any feedback or advice provided by Seller to Jellop regarding the Platform may be used by Jellop without restrictions, obligations of non-disclosure, or non-use.
  2. Seller IP License. The Seller grants to Jellop a non-exclusive, royalty-free, worldwide right to use, display, and publish the Seller's name, logo, trademarks, and service marks ("Seller Marks") in connection with Jellop's promotional activities, marketing efforts, and on the Platform. This includes the right to list the Seller and the Listed Products and in any promotional materials produced or distributed by Jellop, including but not limited to, online advertisements, email newsletters, social media posts, and marketing collateral. Seller hereby confirms that Jellop's use of the Seller Marks and the Listed Products as described herein will not infringe on the rights of any third party or violate any applicable laws. Seller agrees to provide Jellop with all necessary materials, including high-resolution images of the Seller Marks, for use under this clause. This grant is made at no additional cost to Jellop and is intended to enhance the visibility and sales potential of the Seller's products through Jellop's Platform.
  1. Confidential and Proprietary Information.
  1. Confidential Information. Each party (each, a "Recipient") may have access to certain non-public or proprietary information of the other party (each, a "Disclosing Party") including any technical or non-technical information related to the other party's business and current, future and proposed products, services, and (prospective) customers in each case whether or not specifically designated as "confidential" or "proprietary" ("Confidential Information"). The terms of the Agreement shall be considered the Confidential Information of Jellop.
  2. Nondisclosure Obligations. Except as permitted herein, Recipient may not use, disseminate, or in any way disclose the Confidential Information except for the purposes of compliance with its obligations set out in this Agreement. Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information but in any event with a reasonable degree of care. Recipient shall disclose Confidential Information only to those of its employees or representatives who have a need to know the information in order for Recipient to perform its obligations under this Agreement and which are bound by non-disclosure and non-use obligations no less restrictive than those set out herein. Without derogating from the aforesaid, Recipient shall bear full responsibility for any harm caused to Disclosing Party by disclosure to its employees or representatives. The obligations set forth in this section shall survive termination of this Agreement for any reason for a period of three (3) years, provided, however, that trade secrets shall remain confidential indefinitely.
  3. Exclusions. Recipient's obligations hereunder do not apply to any Confidential Information that Recipient can demonstrate by written records (a) was in the public domain at or subsequent to the time the Confidential Information and was received by Recipient through no act or omission of Recipient; (b) was rightfully in Recipient's possession free of any obligation of confidentiality at or subsequent to the time the Confidential Information was communicated to Recipient by Disclosing Party; or (c) was independently developed by Recipient without use of, or reference to, any Confidential Information. A disclosure of any Confidential Information by Recipient in response to a law, regulation, or governmental or judicial order ("Order") will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Recipient, to the extent permitted by such Order, (i) provides prompt prior written notice thereof to Disclosing Party; (ii) reasonably cooperates with Disclosing Party in opposing such disclosure; (iii) only discloses to the extent required by such Order.
  4. Customer Information. Without derogating from the above, the Seller agrees that any and all Customer information obtained during the order process shall be considered Confidential Information. All processing of Customer information by Seller shall be conducted in strict compliance with applicable data protection and privacy laws, ensuring that Customer privacy is safeguarded at all times. Seller commits to implementing appropriate security measures to protect the confidentiality and integrity of Customer information, preventing unauthorized access, use, or disclosure thereto.
  1. Indemnification. Seller shall be fully liable for any direct or indirect consequences of its provision of the Listed Products hereunder. Seller shall indemnify, defend, and hold Jellop, its affiliates, and their respective officers, directors, and employees harmless from all claims, damages, losses, liabilities, and expenses (including reasonable attorney fees and court costs), arising directly or indirectly from any (a) breach of this Agreement or applicable law, including breach of its obligations, representations, or warranties hereunder; (b) provision of Listed Products to Customers; (c) infringement of any third-party rights; or (d) personal injury, property damage, or any other liability resulting from Seller's actions or omissions under this Agreement. Seller's obligation to indemnify Jellop shall not be diminished without Jellop's written consent, and Jellop reserves the right to select its own legal representation at its own expense. Seller may not settle or compromise such a suit without the written consent of Jellop. Jellop may be represented in any such suit by counsel of its own choosing at its own expense.
  2. Disclaimers.
  1. JELLOP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PLATFORM AND ITS ACTIVITIES HEREUNDER, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT.
  2. Jellop expressly disclaims any guarantee or representation regarding the performance of the Platform or the volume of Listed Products that will be sold through the Platform. Seller acknowledges and agrees that the operation of the Platform and the sale of Listed Products through the Platform are subject to market conditions and various factors beyond the control of Jellop. Jellop makes no representations or warranties regarding the success of the Platform, including but not limited to, the number of sales, the presence or behavior of Customers on the Platform, or the visibility of Listed Products.
  3. Jellop shall have no liability toward Seller for any actions or omissions of Customers or any third parties. Any and all claims arising from or relating to the actions of Customers shall be directed solely at the respective Customer or resolved by the Seller independently. Jellop disclaims any responsibility for disputes between Seller and Customers or any negative outcomes that may arise as a result of such disputes.
  4. No advice or information, whether oral or written, obtained by Seller by Jellop, shall create any warranty that is not expressly stated in these Terms. Reliance on such information is at Seller's sole risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply.
  1. LIMITATION OF LIABILITY.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JELLOP (AND ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, OR SUBCONTRACTORS) SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT JELLOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JELLOP'S MAXIMUM AND AGGREGATE LIABILITY UNDER THESE TERMS AND UNDER ANY CAUSE OF ACTION WILL NOT EXCEED A CUMULATIVE AMOUNT OF THE TOTAL AMOUNT IT HAS PAID TO SELLER IN THE SIX MONTHS PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE.
  2. Termination. Either party may terminate this Agreement by providing the other party with at least seven (7) days' written notice via email. Notwithstanding any termination, Seller will fulfill all orders for Listed Products that were placed prior to the effective date of termination and provide all related services until all such orders have been fully satisfied.
  3. General. These Terms and the Order constitute the entire agreement between Jellop and the Seller regarding the arrangements contemplated herein, and any and all other agreements existing between the parties regarding such engagements are hereby terminated. Jellop may assign its rights and obligations in this Agreement to any third party. The Seller may not assign any of its rights or obligations in this Agreement to anyone else without the prior written consent of Jellop, and any attempt to do so without such consent will be void. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of law principles. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Israel for the resolution of any disputes arising out of or in connection with this Agreement. If either party waives any rights regarding any breach or default of this Agreement, that waiver shall not be deemed to waive any other breach or default. In the event that a court rules that a provision of this Agreement is unenforceable, that provision shall be replaced with an enforceable provision which most closely achieves the effect of the original and the remaining terms of this Agreement shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between Jellop and the Seller, and nothing in this Agreement authorizes Seller to act on Jellop's behalf.