Last Updated: January 14, 2026
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE GOVERNING LAW AND DISPUTES SECTION BELOW.
Welcome to the COMPLEX Marketplace. This Marketplace Agreement (the “Agreement”) constitutes a legally binding agreement between COMMERCE MEDIA HOLDINGS, LLC (“COMPLEX”, “we”, or “us”) and the person or entity agreeing to the Agreement (“you” or “Brand”). If you are entering into this Agreement on behalf of a company, organization, or similar entity, you are agreeing to the Agreement for that entity and representing to use that you have the authority to bind such entity to the Agreement, and in such cases, “you” or “Brand” shall also mean that entity. This Agreement governs your access to and use of the COMPLEX Marketplace and the associated Services (as defined below), made available by COMPLEX.
This Agreement is effective on the earlier of (a) when you click to accept the Agreement, or (b) for new users, when you onboard to the COMPLEX Marketplace (the “Effective Date”). By accepting this Agreement or using the Services, you agree to be bound by this Agreement, together with the COMPLEX Privacy Policy, any policies that link out from this Agreement and any applicable additional terms for certain service offerings (such additional terms, “Additional Terms”). If you do not agree to this Agreement, do not use our Services. In the event of a conflict between a provision in this Agreement and the Additional Terms, the Additional Terms will control for that particular provision. The date on which this Agreement first becomes effective is the “Effective Date”.
From time to time, we may, in our sole discretion, update this Agreement by posting the updated version here and updating the “Last Updated” date at the top of the page. To the extent required by law, we may notify you of changes to this Agreement in our sole discretion, including via posting through our Services or email communications. Unless you first reject the updated Agreement by ceasing to publish your Products listings as viewable or usable by COMPLEX on the COMPLEX Marketplace for a period of fifteen (15) days and/or providing written notice of your rejection to us via email to marketplace-notices@complex.com in accordance with Section 8 below, you will be deemed to have accepted the changes and they will take effect at the “Updated Effective Time”, which is the earlier of: (a) 11:00 a.m. Eastern time on the 30th day after COMPLEX posts them (or a later date that we specify in the update, if any); (b) your first ever use of a new or changed feature of the Services that is subject to the updated Agreement; or (c) your taking some other action to specifically accept the updated Agreement, such as clicking to accept them. You agree to review this Agreement periodically to ensure that you are familiar with the most recent version.
We reserve the right, in our sole discretion, to add, modify or remove features and benefits from the Services or to suspend or discontinue the Services, or any part thereof, at any time without notice (except as required by applicable law). Your continued use of the Services after the changes become effective will constitute your acceptance of the changes.
1. Definitions.
Unless defined elsewhere in this Agreement, capitalized terms used in this Agreement shall have the following meanings:
1.1 Account: means the user account through which the Brand accesses and uses the COMPLEX Marketplace and the associated Services, which may consist of (a) the Brand’s user account with Shopify, (b) the Brand’s user account with Violet, or (c) any other account or authentication method designated or supported by the COMPLEX Marketplace from time to time, including a COMPLEX Marketplace-hosted account, as applicable.
1.2 Applicable Laws: means all local, state, federal and international laws, rules, regulations, statutes, and legally-binding requirements of any governmental or regulatory authority that apply to a party, the COMPLEX Marketplace, the Services, and/or a party’s activities and obligations under this Agreement, including without limitation, laws relating to consumer protection, advertising and marketing, data protection and privacy, and payments, in each case, as in effect from time to time.
1.3. Brand Proceeds: means the amount paid out and remitted to you from the sale of your products on the COMPLEX Marketplace, after all applicable expenses and fees have been deducted and Shipping Revenue has been added.
1.4. COMPLEX Brand Guidelines: means the terms and conditions set forth in this Agreement, and any additional general policies and guidelines for operating on the COMPLEX Marketplace, located here.
1.5. COMPLEX Marketplace: means the mobile application COMPLEX APP and its online version, currently located at https://shop.COMPLEX.com/.
1.6. Customer: means individual consumers or users that purchase Your Products on the COMPLEX Marketplace.
1.7. Customer Data: means all data (including personal data) and information related to Customers that is collected through the COMPLEX Marketplace, and any such data received from third-party providers.
1.8. Elected Country: means the country for which you register and/or in which you elect to use our Services.
1.9. Intellectual Property Rights: means all current and future rights in intellectual property and proprietary rights recognized in any jurisdiction, whether registered or unregistered, including copyrights, moral rights, trademarks, service marks, trade names, domain names, patents, patent applications, design rights, trade secrets, know-how, mask works, database rights, and any other proprietary rights, and all applications, renewals, extensions, and restorations of such rights.
1.10. Order Information: means all information related to a Customer’s purchase of Your Products.
1.11. Providers: means the third-party service providers that COMPLEX may use, enable, or otherwise integrate with the COMPLEX Marketplace in order to perform our Services for your benefit. COMPLEX Providers may include, but are not limited to the following companies: Shopify, Inc., (www.shopify.com) hereinafter “Shopify”; Violet, Inc. (www.violet.io), hereinafter “Violet”; Stripe, Inc. (www.stripe.com), hereinafter “Stripe”; and Amazon Web Services, Inc. (www.aws.amazon.com), hereinafter “AWS”. Shopify and Violet will also hereinafter be referred to “Commerce Platform Providers”.
1.12. Seller Account: means the Stripe-supported account where your Brand Proceeds are held.
1.13. Service Terms: means (i) the terms and conditions of these Agreement; (ii) the COMPLEX Privacy Policy, and (iii) Service-specific terms and conditions including our service level agreements, the COMPLEX Brand Guidelines, policies and Brand obligations, and all other operating rules, policies and procedures published on the COMPLEX Marketplace.
1.14. Shipping Revenue: means the revenue collected by COMPLEX from the Customer, in an amount equal to the shipping costs incurred by you to fulfill Your Transactions.
1.15. Shopify Collective Supplier Agreement: means the agreement included herein as Addendum A, and, if executed by the Parties, incorporated by reference herein in its entirety.
1.16. Your Products: means any product or service that you: (a) have offered for sale through the COMPLEX Marketplace; (b) have made available for promotion, advertising and/or sale on the COMPLEX Marketplace; and/or (c) have fulfilled or otherwise processed in accordance with this Agreement.
1.17. Your Transactions: means the sale of Your Products through the COMPLEX Marketplace.
2. The Services
2.1. Use of the Services. Subject to your compliance with these Terms, you are permitted to offer Your Products directly for sale on the COMPLEX Marketplace, and further permitted to utilize our Services in connection with your sales and transactions on the COMPLEX Marketplace, together with any related services, content, or materials we make available (collectively, our “Services”). For clarity, the COMPLEX Marketplace is part of the Services.
2.2. Service Terms. You agree to be bound by the Service Terms each of which is incorporated by reference and each of which may be updated from time to time by us. You also agree that you are solely responsible for ensuring that your use of our Services are in compliance with all Applicable Laws.
2.3. Use Restrictions. You will not, and will not permit, encourage, assist or enable any third party to, directly or indirectly: (i) reverse engineer, disassemble, decode, decompile or otherwise attempt to derive or gain access to the source code, underlying ideas, algorithms, structure or organization of any component of the COMPLEX Marketplace or the Services; (ii) interfere with, disrupt or circumvent the integrity, security, operation or performance of the COMPLEX Marketplace or the Services, or the systems, networks or infrastructure used to provide them, including by introducing malware, scraping or load testing without COMPLEX’s prior written consent; (iii) sublicense, resell, lease, distribute or otherwise make available any of Brand’s rights under this Agreement, or use the COMPLEX Marketplace or the Services for the benefit of any third party, including in connection with a service bureau, timesharing or similar arrangement; (iv) modify, adapt, translate copy or create derivative works of the COMPLEX Marketplace, the Services or any portion thereof, or remove, obscure or alter any proprietary notices; (v) access or use the COMPLEX Marketplace or the Services for competitive analysis, benchmarking or to develop, train or improve any product or service that is competitive with the COMPLEX Marketplace or the Services; or (vi) access or use the COMPLEX Marketplace or the Services in any manner that exceeds the scope of the rights expressly granted under Section 2.1, or that violates applicable law or the terms and conditions of this Agreement.
2.4. Third-Party Providers. COMPLEX uses one or more Providers to operate and provide the Services, and may add, remove, or replace Providers from time to time upon reasonable notice. You acknowledge that use of Providers is integral to the functionality of the COMPLEX Marketplace. By using the Services or offering Your Products on the COMPLEX Marketplace, you authorize COMPLEX to share with our Provider(s) information necessary to provide the Services, including information relating to you, your customers, your personnel and customer orders. Provider’s use of such information will be governed by the Provider’s own terms and conditions, privacy, data and security policies, and any separate agreements between you and that Provider, and you agree to comply with such terms as applicable. You acknowledge that access to or use of the Services may be conditioned on you establishing and maintaining required accounts with one or more Providers. We are not responsible for, and disclaim all liability arising from, any Provider’s services or its use of information disclosed to it. Use of certain Provider’s services by You in conjunction with your use of the Services may be subject to additional terms and onboarding requirements, including without limitation, registration with Violet, Inc. (“Violet”) (Section 2.5.1), Shopify, Inc. (“Shopify”) (Section 2.5.2), and Stripe (Section 6.9).
2.5. Commerce Platform Providers.
2.5.1. Violet E-Commerce Registration. If Brand elects to use Violet’s services, Brand must register for and maintain an account with Violet, through our onboarding process, for the Term of this Agreement, unless otherwise agreed between the parties. Brand acknowledges that its relationship with Violet is solely between Brand and Violet, and is governed by Violet’s applicable terms and conditions. Brand grants COMPLEX the rights and access necessary to use Brand’s product information and catalog listings available through its Violet account in connection with the COMPLEX Marketplace. COMPLEX may, in its sole discretion, list on the COMPLEX Marketplace only those Brand Products made available through Violet and selected by COMPLEX for inclusion in the COMPLEX Marketplace.
2.5.2. Shopify E-Commerce Registration: If Brand elects to use Shopify’s services, Brand must register for and maintain an account with Shopify, through our onboarding process, for the Term of this Agreement, unless otherwise agreed between the parties. Brand acknowledges that its relationship with Shopify is solely between Brand and Shopify, and is governed by Shopify’s applicable terms and conditions. Brand grants COMPLEX the rights and access necessary to use Brand’s product information and catalog listings available through its Shopify account in connection with the COMPLEX Marketplace. COMPLEX may, in its sole discretion, list on the COMPLEX Marketplace only those Brand Products made available through Shopify and selected by COMPLEX for inclusion in the COMPLEX Marketplace. In addition to complying with all of Shopify’s terms and conditions, Brand and COMPLEX agree to each use Shopify Collective’s “automatic payments” feature (“Shopify Payments”). When a Customer places an order on COMPLEX Shop, monies owed to Brand will be automatically debited from COMPLEX’s Shopify Payments balance. Upon completion of order fulfillment by Brand, the Brand Payments are transferred. Order cancellations, returns and refunds processed by COMPLEX will be credited automatically prior to payout to Brand. Payout schedule of monies owed to Brand from COMPLEX is determined by timing related to completion of order fulfillment by Brand. Sales reporting of Brand’s Product(s) sold by COMPLEX is available to Brand within Shopify Collective’s "reporting" function.
3. Your Account
3.1. Registration. In order to use the Services, you will be required to register for an Account and you must complete the onboarding process in accordance with the steps set forth on the COMPLEX Brand Onboarding Guide. You are responsible for ensuring that all required registration information you submit about yourself and the Brand is truthful and accurate, and kept up to date.
3.2. Eligibility. You may only use the Services if you can form a binding contract with us, and only in compliance with this Agreement and all Applicable Laws. You must be at least 18 years of age (or the age of majority where you reside if that is older than 18 years of age) to use the Services
Any personal information you provide to us will be handled in accordance with the COMPLEX Privacy Policy and Section 5 of this Agreement.
3.2. Account & Password. You are solely responsible for maintaining the security and confidentiality of your Account login information. You agree not to share your login credentials or access to your Account with anybody. We are not liable for any losses incurred by you or any party as a result of unauthorized use of your Account. You agree to notify us immediately of any unauthorized use of your Account.
3.3. Suspension. We reserve the right, but have no obligation, to close, suspend or limit access to any Account and/or the Services in the event that, in our sole discretion: (i) we are unable to obtain or verify your identity or eligibility, or we determine that you do not meet our eligibility requirements; (ii) we suspect the security of the Account has been or may become compromised; or (iii) we suspect the Account has been, or may be, used in violation of this Agreement.
4. Brand Materials & Products
4.1. Your Materials and Your Products. You are solely responsible for all materials, information and content that you submit, display, provide or make available to us or through your use of the Services (“Your Materials”), including any necessary third-party rights in Your Materials. “Your Materials” include, without limitation: (a) Your Products and product listing information, including descriptions, images, pricing and other related content; (b) trademarks, service marks, logos, trade dress (including any proprietary "look and feel"), trade names, and other brand identifiers you provide for use in connection with the Services (“Your Marks”); (c) content, data and other materials protected by copyright, database or similar rights (“Content”); and (d) any other materials or information you submit or make available in connection with your use of the Services.
COMPLEX reserves the right, in its sole discretion, to pre-screen Your Materials before they appear on the COMPLEX Marketplace, and may forbid or prevent you from posting, uploading, storing, sharing, sending or displaying Your Materials to and via the COMPLEX Marketplace at any time. COMPLEX may, in its sole discretion, reject, move, edit or remove any of Your Materials from the COMPLEX Marketplace that COMPLEX, in its sole discretion, believes do not comply with this Agreement.
Furthermore, COMPLEX may remove any listing without any notice to the Brand for any of Your Products if, in COMPLEX’s sole discretion (i) there is doubt as to the accuracy of the product information, (ii) Brand has breached or is about to breach any provision of this Agreement, whether because of such Product up for auction or otherwise, (iii) there is doubt as to clear title or ownership, including ownership of intellectual property, of the Product, or (iv) such Product offering may expose COMPLEX to potential liability or the threat of litigation. COMPLEX shall not have any liability for removal of property under this section and the need for such removal shall be grounds for COMPLEX to immediately terminate your use of any Services or terminate this Agreement.
4.2. Products and Product Information, Retail Price. You will provide and maintain accurate and complete product information for Your Products pursuant to the COMPLEX Brand Guidelines, policies and Brand obligations for each of Your Products you offer through the COMPLEX Marketplace along with any additional information in connection with Your Products that COMPLEX may reasonably request. You agree to promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and Your Transactions comply with all Applicable Laws (including all minimum age, marking and labeling requirements). The retail price of Your Product(s) is determined by You and agreed upon with COMPLEX prior to the sale of Your Product(s) on the COMPLEX Marketplace. Brand shall not make adjustments to the Retail Price of Your Products(s) to be sold by COMPLEX without written notice of at least five (5) business days and mutual agreement by COMPLEX.
4.3. Excluded Products & Materials. Your Products and Your Materials shall not: (a) infringe any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity or violate any law or contractual duty; (b) contain false, misleading, untruthful or inaccurate information; (c) contain or depict sexual activity, pornographic, or otherwise offensive, profane, or vulgar imagery, in each case as determined in our sole discretion; or (d) be unlawful, threatening, abusive, defamatory, libelous, deceptive, fraudulent, or invasive of another’s privacy (collectively, “Excluded Products and Materials”). You may not use, exploit, provide any information for, or otherwise seek to offer any Excluded Products and Materials on the COMPLEX Marketplace.
4.4 License Grant in Your Materials. When you submit Your Materials, you grant COMPLEX a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, sub-licensable and transferable (solely to mutually approved third parties (e.g., influencers, live show hosts, brand partners, third-party Providers, etc.)) right and license to aggregate, host, display, promote, distribute, and make available Your Materials through the Services, and through any third-party social media, social commerce or online platforms that support shopping or transactional functionality (collectively, “Social Commerce Platforms”), as determined by COMPLEX in its discretion. Notwithstanding the foregoing, we will not alter any of Your Marks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same), and we will use commercially reasonable efforts to comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using standard functionality made available to you via the Services). You acknowledge and agree that the availability, presentation and sale of Your Products on Social Commerce Platforms may be subject to the applicable platform terms and policies, and any technical requirements of such Social Commerce Platforms.
4.5 Archival Rights. Upon the expiration or termination of this Agreement, you acknowledge that Your Materials may remain in the history or archives of the COMPLEX Marketplace and respective social media channels (including but not limited to our Instagram, Tik Tok, Twitter/X, and Facebook platforms), indefinitely, without the obligation to remove.
4.6. Feedback. At your option, you may provide feedback or suggestions about the Services to COMPLEX (“Feedback”). If you provide Feedback, then we may use that Feedback without restriction and without obligation to you, including to develop, copy, publish, or improve the Services, or to improve or develop new products, services, or technologies in our sole discretion. We will exclusively own any improvements to, or new inventions based upon such Services, the Services based on the Feedback. You understand that we may treat any Feedback as nonconfidential.
5. Intellectual Property, License Grants & Customer Data
5.1. The Services. The Services, and all materials therein, including without limitation, the COMPLEX Marketplace, all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music and all rights related thereto, are the exclusive property of COMPLEX and its licensors and are protected by intellectual property laws. Subject to your compliance with the terms and conditions of the Agreement, COMPLEX hereby grants you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services in accordance with the Agreement and subject to the restrictions as set forth herein. COMPLEX reserves all rights not expressly granted herein in the Services.
5.2. COMPLEX Marks. COMPLEX hereby grants you a limited, revocable, royalty-free, non-exclusive, worldwide, non-assignable and non-transferable right and license to use our trademarks, service marks, logos, trade dress (including any proprietary "look and feel"), trade names, and other brand identifiers you provide for use in connection with the Services (“COMPLEX Marks”) , solely in connection with the promotion, advertising, and sale of Your Products on the COMPLEX Marketplace.
5.3. Customer Data. We collect and control Customer Data in accordance with our Privacy Policy. If and to the extent we share limited Customer Data with you in connection with transactions on the Marketplace, and subject to Section 5.5 below, we grant you a limited, non-exclusive, worldwide, and royalty-free right to use such Customer Data solely to fulfill orders and provide customer support for Your Transactions conducted through the Marketplace. You are solely responsible for safeguarding any Customer Data you receive and for complying with all applicable privacy and data protection laws in connection with your use of such Customer Data. You must maintain a privacy notice that complies with applicable law and accurately describes your collection and use of Customer Data, including the purposes for which it is used and how customers may exercise applicable rights to access, correct, or delete their personal data.
5.4. Personal Data Processing. To the extent Customer personal data is processed under this Agreement, and if you receive Customer personal data under this Agreement, you and COMPLEX will enter into a Data Processing Agreement (DPA), which shall be incorporated into this Agreement by reference (the “DPA”), and shall apply to such processing.
5.5. Use of COMPLEX “Data Feature”. Notwithstanding the data restrictions set forth above in this Section 5, if COMPLEX enables you to collect Customer Personal Data for your marketing purposes (i.e., for purposes not directly related to any of Your Transactions on the COMPLEX Marketplace) through a feature integrated into the COMPLEX Marketplace that allows your Customers to opt-in to such collection and use of their personal information for marketing purposes other than the fulfillment of Your Transactions (the “Data Feature”): (a) COMPLEX will work with you in good faith to include in connection with the Data Feature a consent mechanism that complies with applicable laws; (b) you will have the right to use all Customer Personal Data you collect through the COMPLEX Marketplace’s Data Feature for marketing purposes of Your Products provided that you have obtained consent from the Customer; and (c) you will comply with all laws that apply to your collection and use of personal information for marketing purposes, including but not limited to: (i) a clear solicitation for gaining consent and a mechanism for recording consent from the Customer to use Customer Personal Data for marketing purposes; (ii) a clear statement as to what information is being collected and the purposes for which is to be used; and (iii) how a Customer may request that their specific data be modified or deleted within your software and system. Moreover, you agree to share with COMPLEX, any requests for modification or deletion of Customer Personal Data received by any Customer.
5.6. Anonymized, De-identified, and Aggregated Customer Data: In accordance with the COMPLEX Privacy Policy, COMPLEX may collect Customer Data and disseminate Customer Data that has been anonymized, de-identified, and/or aggregated such that no personal information or the identification of individuals is possible. COMPLEX may share, in its sole discretion and in accordance with applicable data privacy laws, such information with Brand.
5.7. Usage Data: We may collect, generate, and use data, metrics, logs, and analytics regarding access to and use of the COMPLEX Marketplace and the Services, including performance, diagnostic, telemetry, and usage information, and data derived from Customer Data or Your Materials that data does not identify any individual customer or Brand (“Usage Data”). As between the parties, we own all right, title, and interest in and to Usage Data. We may use Usage Data for any lawful business purpose, including to operate, maintain, secure, support, analyze, and improve the COMPLEX Marketplace and the Services, develop new products or features, perform benchmarking and trend analysis, and for internal reporting. Usage Data may be shared with third parties in aggregated and/or anonymized form, provided that it does not reasonably permit identification of any individual or Brand..
5.8. Data Security & Data Incidents. Each party is responsible for implementing and maintaining reasonable administrative, technical, and physical safeguards designed to protect data and information it processes or stores in connection with the Services, in compliance with applicable law. If either party becomes aware of any unauthorized access to, acquisition of, use of, or disclosure of data relating to the Services that compromises its security or confidentiality (“Data Incident”), that party will promptly notify the other and take commercially reasonable steps to investigate, mitigate, and remediate the Data Incident and prevent its recurrence. Any such notice will include, to the extent reasonably known, the nature of the Data Incident and the mitigation steps taken or planned.
6. Fees, Expenses, & Brand Proceeds
6.1. Marketplace Fees. In connection with Your Transactions, we will charge you, and you will pay to us, the following fees associated with Your Transactions and the use of the Services (collectively, the “Fees”):
6.1.1 a fee for our Services that is equal to twenty-five percent (25%) of the Product Revenue and/or Gross Merchandise Value (“COMPLEX Marketplace Fee”). For purposes of this Agreement, “Product Revenue and/or Gross Merchandise Value” means the sum total of all Brand Proceeds resulting from Your Transaction, excluding Sales Tax and Shipping Revenue. Gross Merchandise Value may sometimes be referred to as “Product Revenue and/or GMV”;
6.1.2. a blended credit card and debit card processing fee (“Payment Processing Fee”), which will be deducted for each of Your Transactions. The Payment Processing Fee is three percent (3%) of the total amount of the sale (i.e., Product Revenue and/or Gross Merchandise Value plus sales tax and Shipping Revenue). The Payment Processing Fee will be deducted from your payout for Your Transaction.
6.2. Deduction of Fees & Expenses. COMPLEX will automatically deduct all Fees and Total Expenses (defined below) owed by you from your Brand account balance or the amounts processed by COMPLEX, via the appropriate payment provider, for Your Transaction in each instance. All Brand Proceeds and other payments will be remitted and paid to you in accordance with Section 6.7.
6.3. Taxes. COMPLEX acts as the merchant of record and a commercial agent to process the sale(s) on behalf of you and the Customer involved in each transaction on the COMPLEX Marketplace. To comply with IRS and state requirements and other applicable tax laws (including any custom and duties related laws), COMPLEX will calculate, collect, and remit sales tax on your behalf for Your Transactions. COMPLEX will collect the sales tax amount from the customer and pay this to the relevant tax authority. This pass-through sales tax will be deducted from your payout for Your Transaction. Notwithstanding the foregoing, and except as expressly set forth herein, you will be responsible for all applicable taxes, deductions or withholding in connection with any offer or sale of products or services by you on, through or in connection with our Services or otherwise, including but not limited to, any personal income tax, corporate income tax, payroll tax, property tax, duties, levies and tariffs.
6.4. Shipping Revenue. The Shipping Revenue will correspond to the shipping policy determined by you for that specific sale of Your Product. Your Shipping Revenue will be paid out and remitted to you as part of your Brand Proceeds (defined below) for Your Transaction. For more information on creating your default shipping policy, and creating shipping restrictions and the policies associated therewith, refer to Section 7.6 and the COMPLEX Brand Guidelines. For more information on missing or damaged packages and other shipping related issues, refer to the COMPLEX Brand Guidelines.
6.5. Brand Proceeds. Brand Proceeds are calculated as follows: the Product Revenue and/or Gross Merchandise Value, less your applicable (i) COMPLEX Marketplace Fee, (ii) Payment Processing Fee, and (iii) Sales Tax (“Total Expenses”), plus Shipping Revenue.
6.6. Payment Card Fraud; Chargebacks; Disputes. COMPLEX offers commercial solutions in the event payment card fraud occurs (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit or debit card information) in connection with Your Transactions. COMPLEX shall use commercially reasonable efforts to identify, detect, and block such fraudulent activity on the COMPLEX Marketplace. If a fraudulent charge occurs and results in a chargeback or dispute, you have an obligation to submit supporting evidence to COMPLEX so that COMPLEX may challenge such chargeback or dispute. In the event that a chargeback or dispute is lost, we may charge you a chargeback and dispute fee in the amount of Fifteen Dollars ($15.00). COMPLEX additionally reserves the right to reduce your Brand Proceeds, in the amount of the chargeback and dispute fee, in the event a chargeback or dispute is lost. The COMPLEX Brand Guidelines and policies for reporting fraud will apply to you and Your Products. If you suspect fraud has taken place, please reach out to COMPLEX customer support at support@complex.com.
6.7. Payout; Remittance of Brand Proceeds. Payout and remittance of Brand Proceeds will be made in accordance with the COMPLEX Brand Guidelines and only after an order has been fulfilled and a valid tracking number is reflected, at which point the applicable Brand Proceeds will be transferred to your designated Commerce Platform Provider account. Payouts and any other amounts due to you are processed and facilitated by one or more third-party payment providers (including Stripe, Violet, or Shopify) (each, a “Payment Provider”) selected during account setup and onboarding. To receive payment, you must establish, maintain, and activate an account with the applicable Payment Provider and agree to such Payment Provider’s terms and privacy policies, and you authorize us to share your identity and account information with the Payment Provider for these purposes. We are not responsible for, and disclaim all liability arising from, any acts or omissions of such Payment Providers, including payment processing errors or delays.
6.8. Currency. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the local currency of your Elected Country, and all payments contemplated by this Agreement will be made in the local currency of your Elected Country.
6.9. Transaction Limits. As a security measure, we may, but are not required to, impose transaction limits on some or all Customers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time.
6.10. Your Funds. Your Brand Proceeds will be held in your Seller Account. Your Brand Proceeds are not insured by the Federal Deposit Insurance Corporation, nor do you have any right or entitlement to collect Brand Proceeds directly from any Customer. Prior to disbursing funds to you, funds held on your behalf may combine Brand Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable laws. You will not receive interest or any other earnings on any Brand Proceeds. COMPLEX will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds, unless required by applicable law.
6.11. Fee Disputes; Notice. Any dispute, claim, or objection regarding Total Expenses, Brand Proceeds, or any amounts paid or payable to you under this Agreement must be submitted to us in writing within thirty (30) days after the date on which payment for the applicable period is made to you. If you do not provide timely written notice within this period, you waive the right to dispute such amounts, and the payment will be deemed final and accepted.
6.12. Verification. We may at any time require you to provide any financial, business or personal information we request to verify your identity or to learn more about your business. You authorize us to obtain from time to time consumer credit reports to establish or update your Seller Account or in the event of a dispute relating to this Agreement or the activity under your Seller Account. You agree to update all Seller Account information promptly upon any change. The COMPLEX Privacy Policy and Section 5 applies to transactions initiated via the COMPLEX Marketplace.
6.13. Dormant Accounts. If there is no activity (as determined by us in our sole discretion) in connection with your Seller Account for the period of time set forth in applicable unclaimed property laws and we hold Brand Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your Seller Account open and maintaining the Brand Proceeds in your Seller Account. If you do not respond to our notice(s)within the time period we specify, we will send the Brand Proceeds in your Seller Account to your state of residency, as determined by us based on the information in your Seller Account.
7. Selling on COMPLEX Marketplace
7.1. Marketplace Access and Product Listings. While we facilitate Your Transactions, we are neither the seller nor the purchaser of Your Products; all offers and acceptances are solely between you and the Customer. By using our Services to make Your Products available on the Marketplace, you agree to comply with this Agreement, including all applicable policies and your obligations under the Service Terms. We reserve the right, in our sole discretion, to determine the design, content, functionality, availability, and appropriateness of the COMPLEX Marketplace, including whether to list or remove any of Your Products. If we decide not to list any of Your Products, we will notify you promptly.
7.2. Order Processing. The COMPLEX Marketplace is configured so that Your Transactions will immediately sync with your e-commerce store. We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and COMPLEX may make these ratings and feedback publicly available. We will provide order information and shipping information (“Order Information”) to you for each order of Your Products purchased, sold, and ordered through the COMPLEX Marketplace. We will also receive all proceeds on your behalf for each of Your Transactions and will have exclusive rights to do so, and our designated Payment Provider will remit your Brand Proceeds to you in accordance with Section 6.9 and the Service Terms, specifically as set forth in the COMPLEX Brand Guidelines. You will manage access of Your Products for COMPLEX to sell on the COMPLEX Marketplace. Brand and COMPLEX shall mutually agree upon available inventory unit numbers and quantities prior to sale of any of Your Products.
7.4. Sale and Fulfillment. You will fulfill Your Transactions and all sales of Your Products in accordance with the Service Terms, including the COMPLEX Brand Guidelines, policies and obligations, and you agree to be solely responsible for and bear all risk associated with those fulfillment activities. You will package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements. You agree to provide to COMPLEX information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information available to the Customer.
7.5. Customer Service. COMPLEX will provide all Customer service, provided that if COMPLEX is unable to resolve the Customer’s inquiry or complaint, COMPLEX will inform you and you agree to cooperate and reasonably assist COMPLEX to resolve the matter.
7.6. Shipping and Handling Charges. For Your Products ordered and purchased by Customers on the COMPLEX Marketplace, you will determine the shipping and handling charges and handling time subject to the Service Terms. Prior to making any of Your Products available on the COMPLEX Marketplace you must create a default shipping policy in accordance with COMPLEX Brand Guidelines, which will be applied automatically to all of Your Transactions, unless you create product-specific shipping policies or specific shipping restrictions (see COMPLEX Brand Guidelines).
7.6.1. Shipping Discounts. You agree to use commercially reasonable efforts to offer the lowest shipping and handling rates for all Customer orders placed on the COMPLEX Marketplace, on both a domestic and international basis. COMPLEX maintains the right and ability to review your shipping and handling rates and provide feedback in relation to such rates. In the event that you offer discounted or special shipping offerings on your own and operated e-commerce platform(s), COMPLEX may elect to honor such discounted or specials rates on the COMPLEX Marketplace. COMPLEX also maintains the right, in its sole discretion, to offer its own discounted or special shipping rates on the COMPLEX Marketplace and shall cover associated costs related to any shipping discounts or specials that COMPLEX promotes.
7.6.2. Shipping International Orders. As a Brand operating on our COMPLEX Marketplace, you shall maintain the option to offer Your Products for sale to international customers. In the event that Your Products are purchased and subsequently shipped to international customers, COMPLEX may calculate, collect, or remit customs and/or duties related charges (such as Valued-Added Tax (“VAT”) and/or Goods and Services Tax (“GST”)), to governmental authorities or tax agencies. Accordingly, if COMPLEX calculates, collects or remits VAT or GST, you must offer and support international purchasers the option to ship their orders either on a Delivered Duty Unpaid (“DDU”) or Delivered Duty Paid (“DDP”) basis, as such terms are customarily defined in the industry, at COMPLEX’s election. COMPLEX shall not be held liable or responsible for customs and duties charges that must be collected or paid by you upon shipment and/or receival of an international order of Your Products.
7.7. Cancellations, Returns, and Refunds. COMPLEX operates under an “all sales final” policy. The COMPLEX Return and Exchange Policy and Cancellation Policy published on the COMPLEX Marketplace, and the COMPLEX Brand Guidelines, will apply to Your Products. Without limiting your obligations, we may in our reasonable discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of Customers. You will route any payments to Customers in connection with Your Transactions through COMPLEX. You also maintain the right to cancel and refund Customer orders, so long as such orders have not been successfully fulfilled. If you deem it necessary to process an order cancellation or refund for an order that has not been fulfilled, you agree to adhere to the brand service level agreements, as outlined in the COMPLEX Brand Guidelines. As a general rule, all sales made on the COMPLEX Marketplace are final sale, except in cases of fraudulent purchase arising from the theft and unauthorized use of a third party’s credit or debit card information (see Section 6.6). If you suspect fraud has taken place, please reach out to COMPLEX Support at support@complex.com and brandsupport@complex.com. If we cancel or refund all or part of Your Transaction, you will not be obligated to pay the COMPLEX Marketplace Fee, sales tax, Shipping Revenue or Payment Processing Fee for the cancelled or refunded portion of Your Transaction.
7.8. Problems with Your Products.
7.8.1. Delivery Errors and Missing Packages; Return to Sender. COMPLEX will support your internal policies in regards to missing and stolen packages. You are responsible for any non-performance, non-delivery, missed delivery, theft, or other mistake or act in connection with the fulfillment of Your Products. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you receive a package back from your fulfillment center. If any of Your Transactions was returned to sender, please reach out to COMPLEX customer and brand support at support@complex.com and brandsupport@complex.com. The COMPLEX Brand Guidelines and policies will apply to you with regard to any missing packages, parcels reported as stolen, damaged packages, and cases of return to sender.
7.8.2. Damaged or Incorrect Products. If a Customer reports receiving a damaged and/or incorrect product, the COMPLEX team will communicate with the Customer prior to escalating it to you. We will escalate the claim to you within 72 hours of receipt unless we resolve the claim or determine that it is fraudulent. COMPLEX’s policy on damaged products can be found in the COMPLEX Brand Guidelines. If we inform you that we have escalated a claim relating to a damaged or incorrect product in connection the sale or fulfillment of Your Products concerning one of Your Transactions, we request you respond within 24 hours of being notified of such escalation. If we find that a claim is your responsibility and either you do not provide a replacement product or the customer refuses to accept your replacement product, you: (a) will not take recourse against the customer, and (b) are responsible for reimbursing to us (i) the Brand Proceeds and all other amounts (such as sales tax) we collected from the customer in connection with Your Transaction, except to the extent we are entitled to reimbursement from any third party to whom we paid those amounts (e.g., applicable third party collectors of sales tax and Payment Processing Fees), as applicable, and (ii) any penalty fees we incur from the refund.
8. Term and Termination. The term of this Agreement shall commence as of the Effective Date and shall continue until the earlier of: (i) the date on which this Agreement and/or your access to the COMPLEX Marketplace and related Services are terminated by us, as set forth below, or (ii) the date upon which you cease publishing your Products listings as viewable or usable by COMPLEX on the COMPLEX Marketplace for a period of fifteen (15) days (the “Term”). Either party may terminate this Agreement for convenience with 30 days’ advance written notice to the other party. We may suspend or terminate your Account at any time and your use of any Services immediately if: (a) you have materially breached the Agreement and failed to cure within fifteen (15) days of notice from us of your breach, unless your breach exposes us to material liability toward a third party, in which case we are entitled to waive the aforementioned cure period; (b) your Account has been, or our controls identify that it may be, used for deceptive, fraudulent, or illegal activity; or (c) your use of the Services has harmed, or our controls identify that it might harm, other Brands, Customers, or COMPLEX’s legitimate interests. Where commercially feasible or required by applicable law, we will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement: (i) each party will remain responsible for performing all of its obligations in connection with Your Transactions entered into by you before termination; and (ii) to the extent applicable by law, terms that by their nature should survive termination (e.g., limitations on liability, representations and indemnification obligations) will survive termination.
9. Representations and Warranties; Disclaimers.
10.1. Mutual Warranties. Each party represents and warrants that: (a) it can lawfully enter into this Agreement and is a duly organized, validly existing business and in good standing under the laws of the jurisdiction in which the party’s business is registered; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by such party to the other party under this Agreement is at all times accurate and complete; (d) it will comply with all applicable laws in the performance of its obligations and exercise of its rights under this Agreement, including, but not limited it, all privacy and data privacy laws; and (e) it will comply with all applicable terms and requirements of relevant Providers.
9.2. Brand Warranties. You further represent and warrant that: (a) You own or have all necessary rights to Your Materials, and you and Your Materials are not subject to any lawsuits, sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party; and (b) Your Materials, as provided by you, shall not infringe or violate the Intellectual Property Rights, privacy, publicity, moral, contract or other rights of any third party. Clause (b) in the preceding sentence does not apply to our use of Your Materials in breach of this Agreement.
9.3. Disclaimer & General Release. EXCEPT AS STATED OTHERWISE IN THIS AGREEMENT, THE COMPLEX MARKETPLACE AND THE OTHER COMPLEX SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE COMPLEX MARKETPLACE AND THE OTHER SERVICES AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN THE REPRESENTATIONS ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (a) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; AND (b) IMPLIED WARRANTIES ARISING OUT OF COURSE OFDEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE COMPLEX MARKETPLACE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, COMPLETELY SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THERECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS. WE WILL USE REASONABLE EFFORTS TO RESTORE ANY FAILURES OR INTERRUPTIONS THAT MAY AFFECT THE ABILITY TO PROCESS YOUR TRANACTIONS. IF A DISPUTE ARISES BETWEEN YOU AND ONE OF YOUR END CUSTOMERS AND THAT DISPUTE DOES NOT DIRECTLY ARISE FROM COMPLEX’S MATERIAL UNCURED BREACH OF THIS AGREEMENT, NEGELIGENCE OR WILLFUL MISCONDUCT, YOU HEREBY RELEASE COMPLEX (AND ITS AGENTS AND EMPLOYEES) FROM ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
10. Indemnification; Limitation of Liability.
10.1. Your Indemnification Obligations. You will defend, indemnify, and hold harmless COMPLEX, COMPLEX’s affiliates and our and their officers, managers, members, employees and agents, against any third-party claim, loss, damage, settlement, cost, expense, fine, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to: (a) your non-compliance with any applicable law; (b)Your Products, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof; (c) Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by COMPLEX), or property damage related thereto; (d) your failure to meet tax registration, collection or payment requirements; (e) your material uncured breach of any representations, warranties or covenants you have made in this Agreement; or (f) any allegation that Your Products or Your Materials infringe or violate the copyright, trademark, privacy, publicity, moral, contract or other Intellectual Property Rights of any third party. Your obligations in the preceding sentence will not apply to the extent the Claim arises from an uncured material breach of this Agreement, gross negligence or willful misconduct by COMPLEX.
10.2 COMPLEX Indemnification Obligations. COMPLEX will defend, indemnify, and hold harmless you, your affiliates and your and their officers, directors, employees, and agents against any third-party Claim arising from or related to any allegation that the Services provided directly by COMPLEX infringe or violate the copyright, trademark, privacy, publicity, moral contract or other Intellectual Property Rights of any third party.]
10.3. Process. If any indemnified Claim of one party might adversely affect the other party, then such other party may, to the extent permitted by applicable laws, voluntarily intervene in the proceedings at its own expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party. For the avoidance of doubt, you will not be entitled to injunctive or other equitable relief (or to seek injunctive or other equitable relief) or to enjoin, restrain or seek to enjoin or restrain the use, promotion or other exploitation or use of the COMPLEX Marketplace, and your sole remedy for any breach or alleged breach by us shall be to recover damages, except that you may seek to enjoin use of Your Trademarks by COMPLEX that infringe or otherwise violate your Intellectual Property Rights therein; further provided, however, that you shall not seek to enjoin, restrain or otherwise interfere with the Services provided by COMPLEX on the Marketplace except as related to the infringement or alleged infringing use, and unless and until you have notified COMPLEX in writing of any such alleged infringing use with respect to Your Trademarks and COMPLEX has failed to cure such infringement or alleged infringement within a reasonable period of time (not to exceed seven (7) business days).
10.4. Limitation of Liability. EXCEPT FOR OUR WILLFUL MISCONDUCT OR INFRINGEMENT OF YOUR INTELLECTUAL PROPERTY RIGHTS, WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT (FOR CLARITY, ANY INVESTMENT YOU HAVE MADE OR MAKE IN THE EQUITY OR DEBT OF COMPLEX IS NOT IN CONNECTION WITH THIS AGREEMENT), OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF COMPLEX HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.
EXCEPT FOR OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INFRINGEMENT OF YOUR INTELLECTUAL PROPERTY RIGHTS, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO COMPLEX IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
EXCEPT FOR YOUR WILLFUL MISCONDUCT, INFRINGEMENT OF OUR INTELLECTUAL PROPERTY RIGHTS OR INDEMNIFICATION OBLIGATIONS, YOU WILL NOT BE LIABLE TO COMPLEX FOR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.
11. Insurance. You agree to maintain, at your own expense throughout the Term of this Agreement and for a period of one (1) year thereafter, insurance coverage appropriate to your business and the industry in which you operate, including, without limitation, general liability, product liability, and any other coverage necessary to cover your operations, products, and obligations under this Agreement. Such insurance should be sufficient to cover claims, losses, or liabilities that may arise from your use of the Marketplace or the sale of Your Products. Upon our request, you must provide evidence of such insurance. Maintaining insurance does not limit your obligations or liability under this Agreement.
12. Confidentiality.
12.1. During the course of your use of the Services, you may receive from COMPLEX confidential information, including, but not limited to, information relating to us, the Services, or COMPLEX customers that is not known to the general public, including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services; and data derived from the Services except for (i) data arising from the sale of Your Products comprising of products sold, prices, sales, volumes and time of the transaction; (ii) technical or operational specifications relating to your use of the Services; and (iii) customer personal information you collect with consent from the customer feature for you to use for marketing purposes through COMPLEX Marketplace’s feature (collectively, "COMPLEX Confidential Information"). Further, during the course of your use of the Services, we may receive from you confidential information, including, but not limited to, information relating to Your Products, including, but not limited to, costs, margins, inventory, and financial, marketing, logistics and other information about your business and Your Transactions (collectively “Your Confidential Information”). COMPLEX Confidential Information and Your Confidential Information may collectively be referred to herein as “Confidential Information”.
12.2. Any Confidential Information given by one party (the “Disclosing Party”) to the other party (the “Recipient”) shall not be disclosed by the Recipient to any third party without the prior written approval of the Disclosing Party, except to personnel, consultants, agents, service providers and representatives of the Recipient solely to the extent such persons need to know such Confidential Information for purposes of Recipient carrying out its rights and obligations under this Agreement, and provided that such persons are bound by obligations no less extensive than those set forth in this Section 12.
12.3. In no event shall Confidential Information include any information (i) that becomes or was a part of the public domain available through no breach of this Section 12 by the Recipient, (ii) that is lawfully obtained or received by the Recipient from another source without any restriction on its use or any obligation of confidentiality to the Disclosing Party, or (iii) that is or was independently developed by the Recipient without use or reference to the Confidential Information of the Disclosing Party.
12.4. For the purposes of this Agreement, customer personal information constitutes COMPLEX Confidential Information at all times, except for customer personal information you collect through the Data Feature. All of the Disclosing Party’s Confidential Information will remain the Disclosing Party’s exclusive property. The Recipient agrees that for the term of the Agreement and 5 years after termination: (a) the Recipient will use the Disclosing Party’s Confidential Information only as is reasonably necessary for purposes of performing its obligations and/or exercising its rights in this Agreement; (b) except as otherwise provided in Section 12.2, the Recipient will not disclose the Disclosing Party’s Confidential Information to any other person or entity except as required to comply with the law; (c) the Recipient will take all reasonable measures to protect the Disclosing Party’s Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (d) the Recipient will retain the Disclosing Party’s Confidential Information only for so long as its use is necessary to fulfill its obligations under this Agreement or to fulfill legal obligations (e.g., tax), whichever is longer, and in all cases will delete or cease use of the Disclosing Party’s Confidential Information at such time. The foregoing sentence does not restrict the Recipient’s right to share the Disclosing Party’s Confidential Information with a governmental entity that has jurisdiction over the Recipient, provided that the Recipient limit the disclosure to the minimum necessary, and explicitly indicate the confidential nature of the shared information to the governmental entity. Neither party may issue any press release or make any public statement related to the Services, or use the other party’s name, trademarks, or logo, in any way (including in promotional material) without its advance written permission, or misrepresent or embellish the relationship between the parties in any way.
13. Force Majeure. Neither party will be liable for any delay or failure to perform any obligations under this Agreement by reasons, events, or other matters beyond its reasonable control.
14. Relationship of Parties. You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of COMPLEX, you, and Customers. Neither party will make any statement, whether on your e-commerce store site or otherwise, that would contradict anything in this Section 14.
15. Notices. All notices and other communications must be in writing and delivered to the contact designated below by nationally or internationally recognized courier service or postal service, return receipt requested, or by email. Notices delivered by courier or postal service will be deemed effective when delivered. Notices delivered by email will be deemed effective upon transmission, provided that no bounce-back or similar delivery failure notice is received. Notices and communications to you will be sent to the address or email address associated with your Account, and notices to COMPLEX must be sent to COMMERCE MEDIA HOLDINGS, LLC, located at 7060 Hollywood Blvd, Floor 2, Los Angeles CA 90028, ATTN: Legal Department, marketplace-notices@complex.com and legal@complex.com.
16. Governing Law; Disputes.
16.1. Governing Law. All claims arising out of or relating to this agreement or the Services (including any Dispute regarding the interpretation or performance of this agreement) will be governed by the laws of the State of California, USA, excluding California's conflicts of laws rules.
16.2. Informal Dispute Resolution; Arbitration. In the event of any dispute, controversy or claim (each, a “Dispute”) between the parties hereto arising out of or relating to the Agreement, the parties shall first seek to resolve the Dispute in good faith through informal discussion. If you have a concern, please send a written description of it to marketplace@complex.com. If such Dispute cannot be resolved informally within a period of sixty (60) days from the date on which we received your email, the parties agree that it shall be settled by binding arbitration.
16.3. Arbitration Rules. The parties expressly agree that the arbitration will be administered by JAMS and resolved before a single arbitrator. If JAMS is not available to arbitrate, the parties will select an alternative arbitration provider. Unless otherwise agreed in writing between the parties, JAMS will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000, in each case applying the rules and procedures in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class or representative actions. The applicable JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/ or by calling JAMS at (800) 352-5267. To the extent permissible under applicable law and JAMS rules, you and COMPLEX shall each bear our own costs and expenses and an equal share of the arbitrators’ and administrative fees in arbitration. Unless otherwise prohibited by law, any arbitration will be confidential and closed to any parties other than you and COMPLEX (and each of our authorized representatives and agents). All arbitration records will be permanently sealed, except as necessary to obtain court relief in connection with any such proceeding.
16.4. Initiating Arbitration. A party who desires to initiate arbitration must deliver to JAMS and the other party a demand for arbitration which satisfies the following requirements: (1) the name, telephone number, mailing address, and email address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and a good-faith calculation of the amount in controversy (requests for injunctive relief or attorneys' fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); (4) the party’s original signature; and (5) the party’s portion of the applicable filing fee. If the party seeking arbitration is represented by counsel, the demand for arbitration must also include counsel’s name, firm, telephone number, mailing address, email address, and original signature. If Customer is initiating arbitration, hard-copy service of the demand to COMPLEX shall be made in accordance with JAMS’s rules and procedures to the following address: COMMERCE MEDIA HOLDINGS, LLC, located at 7060 Hollywood Blvd, Floor 2, Los Angeles CA 90028, ATTN: Legal Department, marketplace-notices@complex.com and legal@complex.com. If COMPLEX is initiating arbitration, it will serve a copy of the demand to the email address associated with your Account.
16.5. Exceptions. Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claim resolved in small claims court on an individual basis for Disputes within the scope of such court’s jurisdiction; (ii) bring an action in state or federal court to protect its Intellectual Property Rights and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court.
16.6. Jurisdiction and Venue. The Parties agree to submit to the personal jurisdiction of any federal or state court in Los Angeles, CA, USA for all matters not submitted to arbitration, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available. The arbitration shall be conducted in Los Angeles, CA, USA, or, if the parties agree, remotely by video or telephone conference.
16.7. Arbitrator’s Decision. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum's rules, and the Agreement. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under the substantive law governing the claims or if imposed by the arbitrator as a sanction for (i) any frivolous claims or submissions the arbitrator determines have not been filed in good faith; or (b) a party’s failure to comply with this Section.
17. Miscellaneous.
17.1. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this Section 18 is void; provided, however, that upon written notice to COMPLEX, you may assign or transfer this Agreement, in whole or in part, to any of your affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for COMPLEX as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our affiliates. COMPLEX retains the right to immediately halt any of Your Transactions, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by applicable standards. Because COMPLEX is not your agent nor the Customer’s (except for the limited purpose of acting as your merchant of record), COMPLEX will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.
17.2. To the fullest extent permitted by applicable law, any claim, action, or proceeding arising out of or relating to this Agreement or the Services must be brought within two (2) years after the date the claim first arose, or such claim is permanently barred.
17.3. You may change your e-mail addresses and certain other information related to your use of the COMPLEX Marketplace within your Account. You will ensure that all of your information is up to date and accurate at all times.
17.4. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. We may make available translations to this Agreement and the applicable Service Terms and standards, but the English version will control. If you require this Agreement in another language, it is your obligation to notify us and to reimburse all translation charges. The Agreement, including the Service Terms and the COMPLEX Privacy Policy, represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
18. Additional Resources/Service Terms. In addition to this Agreement, the following terms, conditions, agreements and/or policies may apply to your use of the Services from COMPLEX:
18.1. Our COMPLEX Brand Guidelines, which is located here.
18.2. Our Privacy Policy, which is located at: https://shop.COMPLEX.com/policies/privacy-policy
18.3. Shopify Terms of Service, which is located at: https://www.shopify.com/legal/terms
18.4. Shopify Privacy Policy, which is located at: https://www.shopify.com/legal/privacy
18.5. Stripe Terms of Service, which is located at: https://stripe.com/legal/ssa
18.6. Stripe Privacy Policy, which is located at: https://stripe.com/privacy
18.7. Violet Terms of Service, which is located at: https://violet.io/terms
18.8. Violet Privacy Policy, which is located at: https://violet.io/privacy-policy
18.9. All other operating rules, policies and procedures published on the COMPLEX Marketplace by us, each of which is incorporated by reference and each of which may be updated from time to time by us.
19. Contact & Support. If you wish to contact us or have any questions or concerns related to this Agreement or your use of the Services, please (1) go to COMPLEX Brand Support at https://complex-shop.zendesk.com/hc/en-us/requests/new, or (2) email us at brandsupport@complex.com.