Vendor Agreement
For purposes hereof, “Vendor” means a seller of goods on the Bison Leaf LLC, a Oregon limited liability company (“Bison Leaf”) wholesale marketplace (the “Platform”).
Off-Platform Accounting
Vendors are solely responsible for invoicing and collecting payments from buyers outside the Bison Leaf Platform (the “Platform”). The Platform does not process or guarantee such payments. Bison Leaf will not mediate payment disputes nor reimburse Vendors for unpaid invoices relating to Platform transactions.
Subscription & Term Commitment
By joining the Platform, Vendors commit to a monthly membership term (or such other term expressly selected in the applicable order or sign-up flow). All membership, subscription, and paid marketing fees are non-refundable once the applicable term or selected marketing service has commenced, including in the event of suspension or termination of a Vendor account for breach of the Marketplace Terms.
Cancellation Policy
Vendors may unpublish their storefront at any time; however, unpublishing does not cancel or shorten the applicable membership term. Vendors remain responsible for all fees for the remainder of their then-current annual (or other agreed) term, and no credits or refunds will be issued for any unused portion of the term.
Renewal
To avoid being charged for a subsequent term, Vendors must delete their account prior to the day of their membership renewal. No advance notice period is required, but the account must be fully closed/deleted before the renewal date to prevent the next term’s charges. Deletion is effective only once all required steps in the account closure process have been completed, and no prorated refunds will be issued for any partial period.
Anti-Circumvention
Vendors shall not (a) request, encourage, or incentivize buyers to cancel Bison Leaf orders and move them to other sales channels, or (b) otherwise take actions intended to avoid Platform-related fees, reporting, or visibility. If an order is initiated on the Platform, it must be completed on the Platform unless Bison Leaf expressly agrees otherwise in writing. Failure to comply may result in immediate account suspension or termination, cancellation of promotional benefits, and any other remedies available to Bison Leaf under the Marketplace Terms or applicable law.
Operational Accuracy
To ensure a transparent and efficient marketplace, Vendors are responsible for the ongoing accuracy and maintenance of their profile and product information. Vendors specifically represent and warrant that all product descriptions, wholesale pricing, shipping terms, and availability data are current, accurate, and not misleading, and that they are able to honor stated lead times and other business commitments. Vendors will provide timely, transparent updates regarding order status, delays, and material changes. Failure to maintain accurate information or a pattern of failing to honor stated business commitments undermines the marketplace and may result in order cancellation, removal of listings, temporary suspension, or permanent loss of Platform privileges.
Delinquent Accounts
If any fees or other amounts owed by a Vendor become past due, Bison Leaf may, without limiting its other rights and remedies, (a) charge interest on past-due amounts at the maximum rate permitted by law, (b) suspend the Vendor’s storefront, access to certain features, or ability to receive new orders, (c) apply any credits, balances, or amounts otherwise payable to the Vendor toward outstanding amounts (setoff), and/or (d) terminate the Vendor’s account. The Vendor will be responsible for all reasonable costs of collection, including attorneys’ fees, incurred by Bison Leaf in seeking to collect delinquent amounts.
Limitation of Liability
To the maximum extent permitted by law, in no event will Bison Leaf be liable to any Vendor for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or relating to the Platform or the Marketplace Terms, even if advised of the possibility of such damages. Bison Leaf’s aggregate liability arising out of or relating to the Platform and the Marketplace Terms will not exceed, in the aggregate, the total fees actually paid by the Vendor to Bison Leaf for Platform services during the twelve (12) months immediately preceding the event giving rise to the claim.
Compliance with Laws; Sanctions
Vendors will comply with all applicable laws, rules, and regulations in connection with their use of the Platform and their sale, export, import, and distribution of products, including anti-bribery, anti-corruption, sanctions, and export control laws. Vendors represent and warrant that neither they nor any of their owners, officers, or key personnel are listed on any applicable government sanctions or restricted-party lists, or located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive trade sanctions. Bison Leaf may immediately suspend or terminate a Vendor account where it reasonably believes continued use of the Platform could violate applicable sanctions or export control requirements.
Indemnification
To the fullest extent permitted by law, Vendors will indemnify, defend, and hold harmless Bison Leaf and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Vendor’s products, services, or marketing materials (including alleged product defects, failures to warn, or non-compliance with applicable law); (b) Vendor’s use of the Platform, including any breach of the Marketplace Terms; or (c) any actual or alleged infringement, misappropriation, or violation of a third party’s intellectual property, privacy, or other rights by Vendor or its products.
Product Compliance & Safety
Vendors represent and warrant that all products offered through the Platform (a) comply with all applicable laws, regulations, and industry standards (including, as applicable, product safety, labeling, packaging, environmental, and import/export requirements) in each jurisdiction where products are manufactured, sold, or delivered; (b) are free from material defects in design, materials, and workmanship; and (c) do not infringe, misappropriate, or otherwise violate any third party intellectual property or other proprietary rights. Vendors will promptly notify Bison Leaf of, and cooperate in connection with, any product safety issue, defect, recall, or corrective action, including by providing information reasonably requested by Bison Leaf and communicating with affected buyers as appropriate.