These Terms and Conditions combined with any Cover Page and any incorporated schedule or exhibit form the Agreement and, collectively, govern the relationship between TRILL Labs Inc and the Brand in connection with the TRILL Labs Inc Platform and the Services. THIS AGREEMENT FORMS A LEGALLY BINDING CONTRACT BETWEEN THE BRAND AND TRILL Labs Inc IN CONNECTION WITH THE TRILL Labs Inc PLATFORM AND THE SERVICES.
All brands / merchants / vendors should be at least 18 years old.
- “Services” mean all of the services performed by TRILL Labs Inc for the benefit of Brand under the Agreement, including any services offered through the TRILL Labs Inc Platform.
- “TRILL Labs Inc Platform” means, collectively, (i) the iOS mobile application and website, and other means of online and offline distribution controlled by TRILL Labs Inc and through which the Brand Products are made available in connection with the Brand Shop (the “TRILL Labs Inc Properties”), (ii) the interface, dashboard, tools and other features and functions made available to Brand by TRILL Labs Inc that relate to the TRILL Labs Inc Properties and the Brand Shop (the “Brand Portal”) and (iii) the technology and intellectual property underlying both the TRILL Labs Inc Properties and the Brand Portal.
- Access to Platform. TRILL Labs Inc grants Brand the right to allow certain employees and contractors authorized by Brand (“Authorized Users”) the right to access the Brand Portal. Brand and its Authorized Users will protect the confidentiality of any user names and passwords used by Authorized Users in connection with the Brand Portal and will immediately notify TRILL Labs Inc of any known breach of security related to such user names, passwords or the Brand Portal. Brand will be responsible for all acts and omissions of Authorized Users.
- Brand Obligations; Brand Shop; Products.
- TRILL Labs Inc will set up an account on behalf of the brand through the Brand Portal (a “Brand Account”) and fill out all applicable and required information, using brand assets and information provided by the brand for this purpose.
- On behalf of the brand, TRILL Labs Inc will create a Brand “shop” (the “Brand Shop”) in which it will make available to designer users of the TRILL Labs Inc Properties (“Customers”) certain of its products (the “Products”). Using tools made available through the Platform, TRILL Labs Inc will on behalf of Brand curate the Brand Shop with text, graphics, photographs, videos and other content (“Brand Content”) that, among other things, promotes each Product and describes the attributes of the Brand.
- There is no fee for TRILL Labs Inc on behalf of the Brand to create a Brand Account or Brand Shop, or to post Products or other Brand Content on the Brand Shop.
- TRILL Labs Inc retains the right in its sole discretion to prohibit the display and to take down any Brand Content or Product, to block sales of any Product(s), or suspend or terminate the Brand Account, in order to ensure TRILL Labs Inc compliance with: (i) applicable law or (ii) any third party terms to which TRILL Labs Inc is subject, including distribution platform terms (e.g., to conform with the requirements of the Apple App store) or Brand’s compliance with (iii) any policies and procedures established by TRILL Labs Inc (the “TRILL Labs Inc Policies”) and (iv) this Agreement. TRILL Labs Inc will use reasonable efforts to provide Brand with notice of any such action at the same time as, or prior to, any such action.
- TRILL Labs Inc currently uses Stripe (Stripe.com) as its third party service provider for payment services. At the direction of TRILL Labs Inc, and in accordance with TRILL Labs Inc’s Policies, Brand will create and maintain an account with Stripe or any other payment processor designated by TRILL Labs Inc (a “Brand Payment Processor Account”). Brand agrees to associate the Brand Account with the Brand Payment Processor Account through the TRILL Labs Inc Platform. Brand’s use of its Brand Payment Processor Account is governed by the agreement between Brand and the payment processor, and not this Agreement. Brand agrees to comply with such agreement.
- In accordance with the reasonable process established by TRILL Labs Inc, it is Brand’s responsibility to provide to TRILL Labs Inc accurate and complete information regarding Brand’s sales tax nexus with each state or jurisdiction in which Brand Products are sold through the TRILL Labs Inc Platform (“Brand Tax Nexus Information”). As between TRILL Labs Inc and Brand, Brand is solely responsible for the collection of sales tax and TRILL Labs Inc is not liable for any miscalculated or unremitted sales taxes in connection with Brand’s use of the TRILL Labs Inc Platform. In any jurisdiction whereby Trill Labs Inc has an obligation to collect sales tax as a marketplace facilitator, TRILL Labs Inc will do so at its discretion.
- TRILL Labs Inc currently uses Avalara (Avalara.com) as its third party sales tax computation provider. At its discretion or solely as directed by TRILL Labs Inc, Brand may create and maintain an account with Avalara or any other third party sales tax computation provider designated by TRILL Labs Inc (a “Sales Tax Computation Account”). To the extent applicable, Brand agrees to associate the Brand Account with the Sales Tax Computation Account through the TRILL Labs Inc Platform. Brand’s use of its Sales Tax Computation Account is governed by the agreement between Brand and the sales tax computation provider, and not this Agreement. Brand agrees to comply with such agreement.
- Brand acknowledges that TRILL Labs Inc will rely on: (i) the Brand Tax Nexus Information provided by Brand to TRILL Labs Inc or (ii) the information contained within the Brand Payment Processor Account or the Sales Tax Computation Account. Accordingly, Brand will ensure that the information provided TRILL Labs Inc is true, accurate and complete, and will update such information to ensure it remains true, accurate and complete, including all bank account numbers and the jurisdictions in which Brand has nexus for sales tax purposes.
- Brand acknowledges and agrees that the Brand Content will be accurate, complete and not deceptive or misleading and that the Products will at all times comply with applicable law.
- Brand will display only those products manufactured by Brand or made available under the Brand trademarks, and not any third party products.
- Brand will be the merchant of record for all Customer orders through the TRILL Labs Inc Platform. TRILL Labs Inc is not a buyer of any Products related to the transaction between the Customer and Brand. TRILL Labs Inc does not obtain or transfer legal ownership of Products from Brand to Customer. All transactions related to the sale of Products are made directly between Brand and Customer.
- Shipping, Returns and Exchanges.
- Brand will post in its Brand Shop information regarding its shipping, refunds, exchanges and customer service policies for Products (the “Brand Policies”).
- Except as provided in Section 5 (Customer Support), Brand will be solely responsible for all customer order fulfillment, shipping, returns and exchanges in accordance with such Brand Policies. Trill will inform customers of specific brand return policies (including the lackthereof) and facilitate the return between brand and customer.
- Brand will ship all Products to the address specified in any Product order and in conformance with the Brand Policies.
- Brand is responsible for return shipping fees as well as refunding the TRILL Labs Inc customer within 3 days of receiving the return, granted the product(s) are in good, resellable condition.
- Customer Support.
- At its discretion, TRILL Labs Inc may provide customer support services to Customers who purchase Products or access the Brand Shop. TRILL Labs Inc will use reasonable efforts to provide all customer support services in accordance with the Brand Policies, the TRILL Labs Inc Policies and this Agreement, including Section 5. In the event of a conflict between any TRILL Labs Inc Policy and the Brand Policy, the TRILL Labs Inc Policy will prevail (i) except as provided in Section5(b) below or (ii) unless the Brand is in violation of this Agreement.
- If a Customer returns a Product consistent with Brand’s applicable return policy (and tracking information indicates that the returned Product has been received by the Brand), and the Customer refund has not been processed on the TRILL Labs Inc Platform or if an item charge is in dispute due to alleged defective, damaged or shipment of incorrect Products, and in either case Brand does not resolve the issue within 4 business days following TRILL Labs Inc contacting Brand for resolution, then TRILL Labs Inc is authorized, in its sole discretion, to unilaterally issue a refund to Customer and charge Brand for the amount of the refund consisting of (i) the corresponding amount deposited into the Brand Payment Processor Account, and (ii) the corresponding TRILL Labs Inc Fee.
- Payments; Transaction Fee.
- After an order is submitted by a Customer through the TRILL Labs Inc Platform, TRILL Labs Inc will initiate an authorization from such Customer’s payment method for the order amount from within the Brand Payment Processor Account. Upon Brand providing a shipment tracking number for such order to the TRILL Labs Inc Platform, TRILL Labs Inc will initiate, through the Brand Payment Processor Account, a capture of the order amount from the Customer’s payment method, at which point the order amount will be deposited into the Brand Payment Processor Account less (i) a transaction fee equal to a percentage (the “Revenue Share Percentage”) of the price paid by the Customer for the Product and the related shipping and handling fees, but excluding any sales tax (the “TRILL Labs Inc Fee”) and (ii) Stripe’s payment processing fee and any additional credit card fees. Unless otherwise agreed upon in writing by TRILL Labs Inc, Brand acknowledges and agrees that it will not initiate any capture of funds from the Customer’s payment method. The Revenue Share Percentage will be as agreed upon by the parties in this agreement.
- Brand is solely responsible to remit all sales taxes to the appropriate taxing authority. Brand will defend, indemnify and hold harmless TRILL Labs Inc from any and all losses, liabilities, fees, and penalties imposed on or suffered by TRILL Labs Inc for Brand’s breach of this obligation.
- In the event of an accepted Customer return of an order, Brand will promptly inform TRILL Labs Inc and TRILL Labs Inc will initiate a refund to the Customer’s payment method. If Brand does not inform TRILL Labs Inc of an accepted Customer return of an order, and Brand initiates the full amount of the refund directly through the Brand Payment Processor Account, then Brand must contact TRILL Labs Inc in order to receive the corresponding TRILL Labs Inc Fee from TRILL Labs Inc.
- Proprietary Rights
- As between the parties, TRILL Labs Inc owns all right, title and interest in connection with the Services and TRILL Labs Inc Platform (excluding Brand Content). As between the parties, Brand owns all right, title and interest in connection with the Brand Content.
- TRILL Labs Inc hereby grants to Brand a revocable, royalty-free, non-exclusive license to use TRILL Labs Inc’s name, title, copyrights, marks and logos in all media during the term of this Agreement for the sole purpose of the promotion of the TRILL Labs Inc Platform and the Products in connection with the Brand Shop. All such use will be subject to TRILL Labs Inc’s trademark guidelines as provided by TRILL Labs Inc to Brand from time-to-time. All use of such TRILL Labs Inc materials, marks and logos will be insured solely to the benefit of TRILL Labs Inc.
- Brand hereby grants to TRILL Labs Inc a revocable, royalty-free, non-exclusive license to use its Brand Content, name, title, copyrights, marks and logos in all media during the term of this Agreement for the purpose of performing the Services and promoting the TRILL Labs Inc Platform and the Products, including but not limited to marketing emails, marketing materials, press releases, and promotion through the TRILL Labs Inc Properties and website. TRILL Labs Inc use of the Brand’s trademarks and logos will be subject to Brand’s trademark guidelines as provided by Brand to TRILL Labs Inc from time-to-time. All use of the Brand trademarks and logos will infringe solely to the benefit of the Brand.
- Brand will not directly or indirectly (i) use the Services, the TRILL Labs Inc Platform, or any of TRILL Labs Inc Confidential Information (defined below) to create any service or software that is similar to any aspect of the Services or TRILL Labs Inc Platform, (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code or underlying ideas or algorithms of the TRILL Labs Inc Platform, (iii) encumber, sublicense, transfer, rent, lease or use the TRILL Labs Inc Platform for the benefit of any third party, or (iv) copy, distribute, manufacture, create derivative works of, or otherwise modify any aspect of the TRILL Labs Inc Platform.
- Confidential Information. Each party will keep confidential and not disclose to any other party or use product, business, technical or other information that should reasonably be considered confidential under the circumstances (“Confidential Information”) obtained from the disclosing party under this Agreement. Confidential Information will not include Brand Content, or any information that the receiving party can show: (i) is previously rightfully known to the receiving party without restriction on disclosure, (ii) is or becomes known to the general public, through no act or omission on the part of the receiving party, (iii) is disclosed to the receiving party by a third party without restriction on disclosure, or (iv) is independently developed by the receiving party. Each party will be responsible for any breach of confidentiality by its employees and contractors. Notwithstanding the foregoing, this Agreement will not prohibit the receiving party from disclosing Confidential
Information of the disclosing party pursuant to the order or requirement of a court or governmental body, provided that the receiving party gives reasonable prior written notice to the disclosing party so it can contest such order or requirement. Upon termination and as otherwise requested by the disclosing party, the receiving party will promptly return to the disclosing party all items and copies containing or embodying Confidential Information.
- Warranties; Disclaimer; Indemnification
- TRILL Labs Inc DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE TRILL Labs Inc PLATFORM, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEM INTEGRATION, DATA ACCURACY OR NON-INFRINGEMENT OR IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TRILL Labs Inc DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF USE, THAT THE SERVICES OR TRILL Labs Inc PLATFORM WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT ITS SERVICES OFFERED ON OR THROUGH THE TRILL Labs Inc PLATFORM WILL RESULT IN ANY SALES OR PROFIT FOR BRAND.
- Brand will defend, indemnify, and hold harmless TRILL Labs Inc, its affiliates and each of their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) Brand’s misuse of, or unauthorized access to, the TRILL Labs Inc Platform or Customer Data or (ii) the Brand Content, Products or TRILL Labs Inc customer service, sales, shipping, returns and exchanges. TRILL Labs Inc reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Brand, in which event Brand shall assist and cooperate with TRILL Labs Inc in asserting any available defenses.
- EXCEPT FOR ANY BREACH OF CONFIDENTIALITY OBLIGATIONS OR ANY CLAIMS FOR INDEMNIFICATION HEREUNDER, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE TRILL Labs Inc PLATFORM FOR ANY (i) LOST PROFITS OR BUSINESS, DATA LOSS, OR PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, (ii) BUGS, VIRUSES, TROJAN HORSES OR THE LIKE; (iii) AMOUNTS IN EXCESS OF THE TRILL Labs Inc FEES (AS SUCH TERM IS DEFINED IN SECTION 6 ABOVE) EARNED IN CONNECTION WITH THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM OR (iv) THE PROCUREMENT OF SUBSTITUTE SERVICES.
- Either party may terminate this Agreement for convenience upon 30 days prior written notice, provided that (i) Brand will fulfill all customer service and shipping obligations for orders placed by Customers prior to such termination and (ii) all payment obligations accrued prior to the effective date of termination will survive. Sections 6 through 10 will survive any termination of this Agreement.
- TRILL Labs Inc may at any time modify and make changes to this Agreement with written notice to Brand. Any change to this Agreement under this Section 10(b) will apply to Brand beginning 30 days after the date of TRILL Labs Inc’s written notice to Brand of such changes. If Brand does not agree to any modification or change under this Section 10(b), Brand may terminate this Agreement at will by providing written notice to TRILL Labs Inc within 30 days of its receipt of notice from Provider of a change to this Agreement under this Section 10(b).
- This Agreement may not be assigned or transferred by either party without the prior written consent of the other party, except that either party will be entitled to assign this Agreement without such prior written consent to any successor to all or substantially all of its business that concerns this Agreement. This Agreement will be construed in accordance with the laws of the State of New York, without regard to its conflicts of laws rules. TRILL Labs Inc reserves the right, in its sole discretion, to change, suspend, or discontinue the TRILL Labs Inc Platform at any time by posting a notice on the TRILL Labs Inc Platform or by sending Brand an email. All notices pursuant to this Agreement may be made via email to, in the case of TRILL Labs Inc: email@example.com and in the case of Brand, the email address of the primary business contact of the Brand as determined by TRILL Labs Inc in good faith, except that any notice requiring legal process will be in writing and delivered either personally, by overnight courier, or certified USPS mail, and sent to, in the case of TRILL Labs Inc (344 Rodney Street Brooklyn, New York 11211) and in the case of Brand, to the last known physical address TRILL Labs Inc has on file for you. This Agreement contains the entire understanding of the parties regarding its subject matter and supersedes all other agreements and understandings, whether oral or written. In the event any provision of this Agreement is unenforceable, it will be stricken from this Agreement, but the remainder of the Agreement will be unimpaired. Failure by any party to enforce any of its rights in connection with this Agreement will not be construed as a waiver of any such rights for future breach or enforcement thereof. No change, consent or waiver to this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. This Agreement may be executed in one or more counterparts, each of which is an original, but taken together constituting one and the same instrument. Execution of a facsimile/electronic copy will have the same force and effect as execution of an original.
Verified Customer Record/Customer Record Language
TRILL Labs Inc will charge 2% fees from our Brands / Merchants / Partners if they transfer the funds from their Dwolla wallet to their bank account.