This agreement states the terms between the platform and the seller. Clause 1 names each party.
1. Parties
The platform is Metzia.
The seller is a company that lists a product on the platform.
This agreement binds the seller that accepts it.
The seller states its legal name, its state of formation, and its address at acceptance.
2. Definitions
The Acceptable Use Policy defines buyer, agent client, seller, catalog, listing, typed field, listing prose, catalog text, credential, redirect, commission, injection attempt, suspension, delist, tombstone, and reinstate. This agreement uses each of those words with that meaning.
The seller complies with the Acceptable Use Policy. That policy defines an injection attempt.
This agreement adds eight words.
- An affiliate program is the referral program of the seller.
- The program record is the record of the affiliate program that the seller states to the platform.
- A referral is one recorded redirect from the platform to the site of the seller.
- A detach is the move of a buyer to a direct account with the seller.
- A consumer delivery platform is a service that sells or delivers consumer goods or meals to a consumer through its own checkout.
- A false claim is a typed field or a prose field that states what the product does not do.
- A parity breach is a listed price, plan, or limit that differs from the price, plan, or limit the seller offers on its own site.
- A quality failure is a listing quality score below the threshold the platform publishes.
3. Territory
The platform accepts only a buyer that declares the United States as its country.
The seller lists for buyers in the United States only.
The platform accepts only a seller that declares the United States as its country.
Clause 14 states how a new version adds another territory.
4. Catalog content
The seller supplies no text that instructs an agent client.
Every catalog string is data, and the platform reads no catalog string as an instruction.
The seller states a fact in every typed field, and writes true listing prose.
The Acceptable Use Policy names the banned catalog text and the consequence of it.
5. Affiliate program terms
The seller states the rate, the recurrence type, the recurrence months, the attribution window, the link template, the terms URL, the payout delay, and the minimum payout in the program record.
The recurrence type is one of lifetime, fixed months, or first invoice only.
The seller gives the platform 30 days written notice of a change to any of those values.
A change the seller makes without 30 days written notice is a program failure.
The seller gives the platform 30 days written notice before the affiliate program ends.
An end without 30 days written notice is a program end without notice.
Clause 10 states what the platform may do after a program failure.
The commission rate is not a ranking input.
6. Detach
A buyer may open a direct account with the seller and leave the platform.
The seller allows the detach on the request of the buyer.
The seller charges the buyer nothing for the detach.
The buyer loses no service on the detach.
The seller does not obstruct the detach.
7. Data on detach
The platform holds buyer data under the Privacy Policy, from the date that policy publishes. A detach does not change that.
The seller receives no buyer data from the platform.
The platform sends no buyer email address to the seller.
The seller keeps the records of its own customers that the seller collected itself.
8. Fees
The platform earns a referral commission under the program record of the seller.
This agreement names no rate.
A fee change needs a new version under clause 14.
9. Reserve revision
This clause is not in effect on the effective date of this agreement.
The platform holds no reserve while Phase 1 runs.
Once Phase 2 settlement exists, the platform may hold a rolling reserve against a referral payment.
The platform sets the reserve percentage and the reserve period in a new version under clause 14.
The platform decreases the reserve percentage or the reserve period by 30 days written notice to the seller.
An increase of the reserve percentage or the reserve period needs a new version under clause 14.
This agreement states no reserve percentage and no reserve period.
10. Delist
The platform may remove a listing or delist the seller for a cause below, for a breach of clause 11, or on the end date under clause 13.
- An injection attempt.
- A false claim.
- A program failure.
- A program end without notice.
- A parity breach.
- A quality failure.
The Acceptable Use Policy states the usual order of a warning, a suspension, and a delist.
The platform follows one sequence for a delist.
- The platform records the delist, the cause, and the date.
- The platform revokes every credential of the seller.
- The platform removes every listing of the seller from search results, and keeps a tombstone of each one.
- A tracked link already in circulation redirects to the seller and carries no attribution.
- The platform keeps every outcome record of the seller.
The platform may reinstate a delisted seller.
11. Prohibited sellers
The seller does not list a consumer delivery platform, and does not list a product that automates consumer checkout on one.
This clause binds the seller, every affiliate of the seller, and every subsidiary of the seller.
The platform delists a seller that breaks this clause.
12. Disclaimer and limitation of liability
The platform provides the service, the catalog, the ranking, and the tracked links as is and as available.
The platform gives no warranty, express or implied. This includes a warranty of merchantability, of fitness for a particular purpose, and of non-infringement.
The platform does not warrant a number of referrals, an amount of commission, a position in the results, or a service without interruption.
The platform is not liable to the seller for an indirect, incidental, special, consequential, or punitive damage. The platform is not liable for a loss of profit, revenue, data, or goodwill. This applies even when the platform knew that the loss was possible.
The total liability of the platform to the seller, for every claim together, is the greater of these two amounts.
- The commission the platform received for referrals to the seller, from the seller or from an affiliate network, in the 12 months before the claim.
- One hundred United States dollars (USD 100).
This clause excludes no liability that the law does not allow the platform to exclude.
13. Term and end
This agreement starts on the date the seller accepts it.
It runs until a party ends it.
Either party ends this agreement with 30 days written notice to the other party.
The platform delists the seller on the end date, and clause 10 states the sequence.
A referral attributed before the end date earns under clause 5 and clause 8.
Clause 5, clause 6, clause 7, clause 8, clause 10, clause 12, clause 16, clause 17, clause 18, clause 19, and clause 20 survive the end of this agreement.
14. Changes to this agreement
The platform publishes a change as a new version with a new effective date.
The seller accepts the new version before that version binds the seller.
The version the seller accepted stays in force until that acceptance.
15. Seller warranties
The seller warrants that it has the authority to accept this agreement.
The seller warrants that its product and its listing are lawful and accurate.
The seller warrants that it follows the terms of its own affiliate program.
16. Indemnity
The seller defends and indemnifies the platform against a third party claim that arises from its listing, its product, its affiliate program, or its breach of this agreement.
17. License to show the seller
The seller grants the platform a non-exclusive, royalty-free license to show the name, the logo, the marks, the listing content, and the prices of the seller.
The platform may show them on its site, in agent answers, and in marketing of the catalog.
The license runs during this agreement and for 30 days after the end date, so the platform can remove them from each place it shows them.
18. Independent parties
This agreement creates no agency, no partnership, and no employment between the parties.
Neither party can bind the other party.
19. Governing law and venue
The laws of the State of Florida govern this agreement, without regard to its conflict of law rules.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
A dispute goes to the state or federal courts located in Florida. Both parties accept the jurisdiction of those courts.
This clause does not stop either party from asking a court for an injunction.
20. Notices
A party gives a written notice under this agreement by email.
A notice to the platform goes to legal@metzia.ai.
A notice to the seller goes to the owner email on the seller account.