Campaign Supplier Terms & Conditions
Last updated 09/15/2017
Any person or entity registered to use the site at treelyfe.com (“Site”) and supplying content that may or may not be for sale via the site (“Supplier”), agrees to and is bound by the following terms and conditions of this supplier agreement (“Supplier agreement”).
An Inspiring Story will be referred to as "Campaign".
- Contracting parties. By supplying interview content for merchandise or information purposes (“Content”) to the Site, you are contracting with Wander Holdings LLC (t/a Tree Lyfe), a company registered in NJ, USA with its registered office at 13 Moorings Ln, Edgewater, NJ 07020. Wander Holdings LLC (t/a Tree Lyfe) is referred to in these terms and conditions as “we”, “us”, “our” or “Tree Lyfe”. You must be at least 14 years old to supply content for intended sale or for informational purposes.
- All content not for sale on the Site which is provided on this blog is for informational purposes only. The owner of this blog makes no representations as to the accuracy or completeness of any information on this site or found by following any link on this site. The owner will not be liable for any errors or omissions in this information nor for the availability of this information. The owner will not be liable for any losses, injuries, or damages from the display or use of this information.
- Editorial Content. The Content that you provide to us to be made available for editorial publishing via the Site shall be subject to this Supplier Agreement. Tree Lyfe reserves the right to make available or withdraw any content or items at any time in our sole discretion. Tree Lyfe reserves the right to edit submitted content for clarity.
- Grant of Rights in Your Content. When you submit Content to the Site YOU HEREBY APPOINT TREE LYFE AS A SELLER AND PUBLISHER of that content AND GRANT TO US A WORLDWIDE LICENCE to use that design, editorial, video and picture material in any media and, specifically, to make that material available for sale via the Site and via mobile phone networks and any other third-party platforms, media channels and/or distribution methods. For the avoidance of doubt, such grant includes (without limitation) a perpetual and irrevocable licence free of charge for Wander Holdings LLC to allow end users (“Users”) to purchase and retain the Content For Sale. You further agree to waive your moral rights for the purposes of this licence. Where necessary, we reserve the right to cut, edit, crop or arrange your material as necessary for purposes related to the Site, and to remove the material at any time. Unless you have requested otherwise, your name and/or the name of your organisation may be published alongside your Content. If you do not want to grant these rights, please do not submit your content to the Site. Any media content, specifically, video, editorial, and picture content that is submitted at any time via any electronic medium after the initial submission and does not include a new set of terms and conditions are will be subject to the terms of this agreement.
- Originality. You warrant that all materials you submit to the Site are original and do not infringe the rights of any third party and that you have the right to grant the licences herein. You also warrant that the material is not obscene, offensive or defamatory to any person or brand or company/organisation or is otherwise illegal. We will be entitled at our discretion to remove or withdraw without warning any item(s) of content posted or transmitted to, from or via the Site which, in our opinion, is objectionable or does not comply with these terms and conditions in any way and we disclaim any liability for such removal.
- “Borrowed” Materials. If you submit any material containing any graphics, text or any other material “borrowed” or copied or otherwise taken from any third party source (such as a website), you must tell us and provide full details at the time of uploading by emailing email@example.com.
- Purchase Prices. Once posted on the Site, your Content for Sale will be available for purchase by Users for not less than the specific price selected by you for each specific item at the time of upload. You may select any price for your Content For Sale subject to a minimum purchase price equal to the applicable cost price displayed on the Site at the time you create the campaign (inclusive of sales tax, where applicable).
- Proceeds. Tree Lyfe shall pay you all of the Net Revenues received by Tree Lyfe from purchases of your Content for Sale via the Site (“Supplier Proceeds”). For calculation of the Supplier Proceeds, the “Net Revenues” shall be the amount we receive from purchasers of your Product(s), less: sales tax (where applicable) and the cost price displayed on the site at the time you created the relevant campaign less 2.4% of this amount (for payment processing services). The suggested revenue displayed at the time of creating the campaign is the minimum you will receive from a campaign, but if you sell more than the target number of items, you will be offered a reduced cost price. All Supplier Proceeds shall be paid to you exclusive of any applicable tax. All sums payable to Suppliers shall be paid only to the Supplier’s registered bank account.
- Payments. Payment of Supplier Proceeds shall be made to the bank account or via Paypal for which you provided details during or after your campaign in the payouts dashboard or on the rep signup form and selected as your preferred bank account. Please note that such Supplier Proceeds shall expire (and not be payable to you) if not paid out or collected by you within one (1) year after the close of the relevant campaign. You will be able to draw the funds from your Tree Lyfe account to your bank account 30 days after the end of your first campaign. Once you have requested the payout for your first campaign, payouts for subsequent campaigns will be available 24 hours after the end of the campaign.
- Accounting. Copies of relevant accounts of Tree Lyfe (as they relate to Supplier and the terms hereof) shall be supplied on written request of not less than thirty (30) days, provided such right is not exercised more than once per year. Each statement shall be deemed accepted by you if not queried within one year. Tree Lyfe shall not be required to provide any accounting or payment for any period in which less than one-hundred dollars (US$100) is payable and any sums payable but not paid shall be held over until the first period in which the accrued sums payable exceed such minimum amount.
- Chargebacks. A chargeback occurs when purchasers of your Products contact their bank or credit card company directly to dispute a charge. A chargeback can happen for a variety of reasons, including unauthorized use of a financial instrument, double billing, or non-receipt of a product. Tree Lyfe will pass on the cost of chargebacks to you if they happen within 90 days of the original transaction. Beyond 90 days, Tree Lyfe will be responsible for the chargebacks unless:
- We determine you accepted that payment after breaching Tree Lyfe rules or policies; or
- Your chargeback rate for any one of the prior three months exceeds 5% of your total transaction volume for that month.
- Chargebacks will be deducted from the net amount you are able to withdraw to your chosen bank account after a successful campaign.
- Payments to Groups, Schools, Associations or Clubs. You, as the registered Supplier, shall be solely responsible for any and all payments to other members of your organisation and to any other relevant beneficiaries.
- Warranties. BY UPLOADING CONTENT FOR SALE, YOU WARRANT TO REPRESENT THAT:
- ALL CONTENT IS ORIGINAL: All material in your design content is entirely your own original work (or, where you are representing a group, school, association or club, the original work of such group, school, association or club) and that all your members have given you express permission to make that content available for sale via Tree Lyfe). For the avoidance of doubt, you further warrant that the Content for Sale uses no third-party material or other images or text from any other source (unless you have notified us of such use and provided evidence of the necessary permissions and licences).
- NO INFRINGEMENT: The inclusion and use on the Site of all Content will not infringe the Copyright or any other Intellectual Property Rights or Moral Rights of any third party.
- NOT DEFAMATORY: The Content is not defamatory and its use will not infringe any publicity or personality rights of any person.
- NO EARLIER CONTRACTS: You are not (and will not be) in breach of any earlier commissioning or other contract with any third party by uploading or making available the Content For Sale or by entering into or granting any rights or performing any obligations under this Supplier Agreement.
- NO COPYING FROM OTHER TREE LYFE CAMPAIGNS: You must not copy any artwork or slogans from earlier campaigns on Tree Lyfe or other sites. Please note that we will consider any complaint made about or against any other uploaded design and, in our discretion, we may reject and remove any infringing or objectionable content.
- Indemnity. You hereby indemnify Tree Lyfe (together with its associated, subsidiary and affiliated companies) and shall hold us harmless from and against any and all liability, loss, damages, costs, legal costs and disbursements, professional and other expenses of any nature whatsoever incurred or suffered by it, arising by reason or in consequence of any breach by you of any of the warranties, representations and/or obligations set out above. You further agree to indemnify Tree Lyfe (together with its associated, subsidiary and affiliated companies) for any loss or damage that may be incurred by Tree Lyfe, including without limitation legal fees, arising from any misuse by you of any material or information obtained through the Site and/or arising in relation to any third party claim against Represent for infringement of intellectual property rights in the Content.
- Disputes. If a dispute should arise between Tree Lyfe and a purchaser involving an item (or items) of Content For Sale, Tree Lyfe will seek to resolve such dispute as fairly and reasonably as possible. If we resolve such a dispute in the purchaser’s favour, however, we reserve the right in our sole discretion to remove funds from the relevant Supplier account to reimburse the purchaser for the cost of the item(s) or, where insufficient funds are available, directly refund the purchaser and invoice the Supplier for an amount equivalent to the sum we paid to the purchaser.
- Liability. Supplier agrees that the liability of Tree Lyfe to Supplier under this Supplier Agreement shall be limited to the lesser of: (1) the amount Supplier has actually paid to Tree Lyfe for its products or services; and (2) one hundred dollars (US$100). Except as set out herein, Tree Lyfe shall not be liable for any indirect or consequential loss of any kind in contract, tort or otherwise arising out of your use of this Site or in relation to the goods and/or services made available hereunder. Nothing in this Supplier Agreement shall operate to limit or exclude liability for death or personal injury caused by negligence of Tree Lyfe.
- Disclaimer. All services and contents of the Site are provided without any representations or warranties of any kind, either implied or express, to the fullest extent permitted by applicable laws. In addition, we do not represent or warrant that the Site or its contents will be free of defects, including without limitation viruses or other harmful elements, or that the Site will be up-to-date or available at any specific times or for any specified durations and certain items may become temporarily unavailable for technical or other reasons at any time.
- Termination of this Supplier Agreement. You may terminate this Supplier Agreement at any time on ninety (90) days’ notice by sending an email (marked “Termination Notice”) to firstname.lastname@example.org. Tree Lyfe may at any time terminate this Supplier Agreement if, in our sole discretion, we believe that you may have breached (or acted in a manner indicating that you do not intend to or are unable to comply with) any term herein, or if we are legally required to do so by law, or if continuation is likely to be no longer commercially viable. Termination of this Supplier Agreement will not release either party from any of its obligations hereunder which are intended to have a continuing effect.
- No Partnership. Your use of the Site and/or its content creates no partnership, client, fiduciary or other professional relationship.
- Entire Agreement. This Supplier Agreement constitutes the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Supplier Agreement.
- Further Assurance. You hereby agree at the request of Tree Lyfe to execute all such further documents and do all such further acts as Tree Lyfe may require in order to evidence the rights contemplated herein.
- Severance. If any part, term, or provision of this Supplier Agreement shall be held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any relevant law, the remaining portions or provisions shall still remain valid and continue in full force and effect.
- No Waiver. No waiver, express or implied, by either party of any term or condition or of any breach by the other of any of the provisions of this Supplier Agreement shall operate as a waiver of any breach of the same or any other provision of this Supplier Agreement.
- No Assignment. This Supplier Agreement is non-assignable by the Supplier who shall not delegate the performance of his or her obligations to any other person or entity without the prior written consent of Tree Lyfe.
- Variation. This Supplier Agreement may be varied from time to time by our posting new terms on the Site, and any such amendment will be applicable to you from the date and time such revised terms have been posted on the Site. Your continued use of the services provided by Tree Lyfe constitutes agreement with and acceptance of any such amendment or other changes.
- Intellectual Property Infringement. Please take carefully note of the DMCA compliance policy at DMCA NOTICES. Your account will be terminated if, in our reasonable opinion, you are determined to be a repeat infringer (or otherwise have been the subject of more than one valid copyright notice or other Take Down request which has not been successfully rebutted).
- Law and Jurisdiction. This Agreement shall be governed by and will be construed in accordance with the laws of the State of New Jersey. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts of the State of New Jersey.
- Changes to this Agreement. This Agreement and/or any other terms of service may be changed without prior notice, and any such amendment will be applicable to all Users from the date and time such revised terms have been posted on the Site. User’s continued use of the Site or services constitutes agreement with and acceptance of any such amendment or other changes.