Fine Only Supplier Agreement

The purpose of this Agreement, is to state the terms on which Family Stand, LLC DBA Fine Only provides services facilitating Suppliers to advertise and sell their products on this website www.fineonly.com.

Please read this Agreement carefully and if you have any questions contact us via suppliersfineonly.com.

Family Stand, LLC DBA Fine Only and the Supplier, by completing the sign-up process, agree to the following terms and conditions:

1. Operating Procedures
   1. Fine Only enables Suppliers to advertise and sell their products on www.fineonly.com. All Suppliers, as well as their products and content posted on the Fine Only website, must meet the requirements specified in this Agreement.
   2. Fine Only creates an account for each Supplier who completes the sign-up process.
   3. Suppliers will use the Fine Only online Supplier Maintenance facility to select advertisement options and to create and maintain their shop(s) and inventory. Currently each supplier can have up to three (3) shops per account.
   4. Fine Only will advertise Supplier's specified items available for sale according to the service options selected. Currently two service packages are available as described in Section 7 (d) and (e).
   5. Upon receipt of a valid purchase order, Fine Only will send to the Supplier an e-mail containing the order, and the order also will be posted on the "Orders" panel accessible through the Supplier's Maintenance facility.
   6. The Supplier will ship the ordered item(s) to the customer on behalf of Fine Only following shipping requirements specified in Section 5, and will promptly inform Fine Only via e-mail of the shipment by providing a tracking number or delivery confirmation number of the appropriate shipping agent.
   7. Suppliers agree to pay all fees for services selected or ordered from Fine Only. Fees are described in detail in Section 7.
   8. Suppliers are paid twice a month as described in Section 8.
2. General Supplier Requirements
   1. In order to use Fine Only services, the Supplier must be able to form legally binding contracts under applicable law. Fine Only services are not available to minors.
   2. The Supplier must provide a full name, working email address, mailing address, phone number and credit card information, and agrees that this information is true, accurate and up-to-date. This information is kept completely confidential in accordance with Fine Only's privacy policy.
   3. Since e-mail is the primary means of communication with Fine Only, the Supplier is required, while having any active items on www.fineonly.com, to maintain a working e-mail address, to check it regularly and to inform Fine Only promptly of any changes in e-mail address or other contact information.
3. Product Requirements
   1. The Supplier must have in stock all advertised items, and these items must be available for sale.
   2. All Supplier items displayed on www.fineonly.com must fall under the general category of products described as: "tangible, high-quality, custom designed, handcrafted or unique".
   3. "High-quality" is Fine Only's primary requirement and Fine Only, regardless of the other requirements specified in this Agreement, reserves the right to refuse or remove the products that do not meet Fine Only's quality standards.
   4. The Supplier's products must comply with all applicable laws and regulations and be safe and fit for the intended use. If the Supplier's items contain products or materials known to be hazardous to humans and/or animals under any circumstances, the Supplier agrees to include all the appropriate information in the description of the products offered for sale.
   5. It is the Supplier's sole responsibility to acquire all licenses, and permits required to produce the products advertised on www.fineonly.com. The Supplier agrees that Fine Only is not liable for failure to comply with any federal or state regulations governing production of the Supplier's products.
   6. The Supplier represents and warrants to Fine Only that:
      • The products offered for sale through Fine Only by the Supplier do not violate any applicable law or regulation;
      • The Supplier owns or has obtained sufficient rights to the Intellectual Property Rights (defined below) to grant all of the rights granted under this Agreement and to otherwise perform the Supplier's obligations under this Agreement; and
      • No other party owns any Intellectual Property Rights with respect to the products offered for sale through Fine Only by the Supplier that would be infringed in any way by the transactions or rights contemplated or granted under this Agreement. "Intellectual Property Rights" means all copyrights, trademarks, trade names, service marks, trade dress (e.g., "look and feel"), moral rights, rights of privacy or publicity, patents, rights of attribution, or any other intellectual property rights of any other person (individual or entity) relating to the products the Supplier offers for sale through Fine Only or the images the Supplier provides to Fine Only. Any violations in these areas are the Supplier's responsibility, and the Supplier will defend, indemnify and hold Fine Only and its employees, directors and officers harmless from any damages, penalties, costs or expenses (including attorneys fees) arising out of or relating to a claim or proceeding brought by a third party which, if successful, would constitute a breach of the Supplier's warranty under this paragraph.
   7. The following products cannot be sold or displayed on www.fineonly.com:
      • Firearms
      • Alcoholic beverages
      • Explosives
      • Live animals
      • Prescription drugs or other controlled substances
      • Fireworks or pyrotechnic devices or supplies
      • Hazardous materials, combustibles, corrosives
      • Software
      • Electronics
      • Products or references to products that are pornographic in nature or content, or are in any other way unsuitable to minors
      • Tobacco products
      • Donations
      • Hardware and common construction materials
4. Supplier Content Requirements
   1. Each item posted on the Fine Only Supplier's shop(s) must have a full text description and at least one appropriate quality image that accurately describes the item.
   2. All images and digital photographs posted on the Fine Only Supplier's shop must be of the original items they are representing, unless explicitly stated otherwise on the image or photograph, or in the description of the product.
   3. Fine Only retains the right to decide whether an item, its images, description or the Supplier's shop content is appropriate for display.
   4. Suppliers must have all the necessary rights required to publish their content (namely: images, photographs, copy text and references) on www.fineonly.com.
   5. The Supplier acknowledges that Fine Only has the right (but not the obligation) in its sole discretion to refuse, modify, or reorganize any content that is submitted by the Supplier.
   6. The Supplier agrees that the content posted by the Supplier on www.fineonly.com is true, accurate, and up-to-date.
   7. The Supplier agrees that the content posted by the Supplier on www.fineonly.com will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising).
   8. The Supplier agrees that the content posted by the Supplier on www.fineonly.com will not be obscene, contain pornography or in any other way be inappropriate to minors.
   9. The Supplier agrees that the content posted by the Supplier on www.fineonly.com will not link directly or indirectly to other content that is prohibited under this Agreement.
   10. Direct links or indirect references to other websites are allowed only with explicit consent by Fine Only.
5. Shipping Requirements
   1. The Supplier must be able to ship ordered items within 24 hours of notification of payment approval.
   2. The Supplier agrees to specify the shipping agent and average expected delivery time within continental U.S. in the description of each item.
   3. Regardless of the shipping agent, the Supplier must inform Fine Only via e-mail of the shipment of each order by providing correct delivery confirmation or tracking number, shipping method and accurate shipment date. Failure to provide such information might result in payment delay or even payment cancellation.
   4. The Supplier will inform Fine Only immediately if, for any reason, the shipment of compleate order is not possible within three (3) business days.
   5. PACKAGING. The Supplier agrees to package for maximum safety in shipment. If a product is damaged or destroyed in transit and shipping agent denies liability due to improper or inadequate packaging, the Supplier will bear the loss.
   6. The supplier agrees to enclose a Fine Only packaging insert with each order specifying the correct order number. The insert is available for downloading on the Supplier Maintenance Orders screen. If the Supplier is not able to download or print the Fine Only packaging inserts, they will be sent by mail.
   7. Suppliers are requested not to enclose any promotional materials or other private solicitations with Fine Only orders.
   8. OWNERSHIP DURING TRANSIT. Title to the Supplier's products sold under this Agreement shall pass without reservation to Fine Only upon shipment. Title to the Supplier's products shall re-vest in the Supplier if the customer shall reject, return or refuse to accept such product.
6. Returns and Refunds
   1. The Supplier will accept returns of products, and will agree to refunds for Customers who initiate an inquiry or complaint either with Fine Only or with their credit card issuer. Fine Only will use its best efforts to resolve customer inquiries and complaints in a manner that is acceptable to both customers and Suppliers; however, Fine Only reserves the right to issue a refund without the knowledge or consent of Supplier in any case that it deems appropriate. Notwithstanding anything to the contrary contained herein, Fine Only will provide a refund without penalty to any customer who initiates a return of products to Supplier within 15 days from the date of shipment.
   2. Suppliers may have their own "final sale" policy for some products, which has to be explicitly stated on the description of each applicable product. However all returns are subject to Fine Only approval. "Item doesn't match the description" is one example of a reason for an approved return.
   3. Supplier may not impose a "Restocking Fee" or other charge to customers who make returns whether to Fine Only or directly to the Supplier.
   4. If a customer returns the Supplier's product(s) in damaged condition (other than damage in shipment to the customer), Fine Only will not accept the return for credit or refund, and such returns will not affect the payment to the Supplier.
7. Fees and Charges
   1. Commissions are calculated as a percentage of the Supplier-specified final item price which includes handling-shipping-insurance costs.
   2. A processing fee of 2% or $1, whichever is greater, is retained by Fine Only for all customer transactions.
   3. The Supplier is solely responsible for specifying the correct prices.
   4. Risk free package:
      • 20% commission
   5. General package:
      • 12% commission
      • $39 one time set-up fee
      • $19 per billing cycle ($38 per month) for up to three shops
   6. Other Optional fees
      • $10 per billing cycle for each item "On Sale" with 8% commission for the items
      • $39 package upgrading fee
      • $50 per shop for additional specialized promotion
      • $50 per shop for optimization and keyword suggestion report
   7. Charges are reconciled with Supplier payments and applied as described in Section 8.
   8. Fine Only reserves the right to modify, remove or add new fees and charges. The Supplier will be notified of all such changes via e-mail and all such new fees and charges will be applicable 30 days after notification.
8. Payment to Supplier
   1. Fine Only uses a bi-monthly reconciliation cycle (2 monthly periods; 24 annual periods). See Appendix.
   2. Within three (3) business days after the end of the period, Fine Only issues the reconciliation statement which includes:
      • Payment to Suppliers for all orders for which Fine Only has received the shipping confirmations during the previous period.
      • An invoice for all charges incurred by the Supplier during the period.
   3. Depending on the balance of the reconciliation statement, the Supplier either will be issued a check or the Suppliers credit card will be charged according to the statement.
   4. The payment due is equal to the total amount of Supplier sales for which shipment was confirmed during the payment period LESS:
      • the appropriate Fine Only commission (see Section 7)
      • transaction fees (see Section 7)
      • Fine Only costs incurred because of unfulfilled orders or/and negligent execution of orders resulting in returns
      • any taxes, penalties, charges or other items reimbursable under this Agreement or otherwise occurring during the period.
9. Term, Cancellation and Suspension
   1. The Supplier may at any time cancel this Agreement with notice to Fine Only. Fine Only will terminate this Agreement and will no longer sell or advertise the Supplier's products after cancellation notice is received. Any payments due to the Supplier for orders sent prior to cancellation will be paid as described in Section 8. The Supplier is further obligated to fulfill or cancel any outstanding purchase orders submitted prior to the cancellation.
   2. The term of this Agreement shall continue until a notice of cancellation by Fine Only or the Supplier is given, or until terminated by Fine Only under other provisions of this Agreement.
   3. Fine Only reserves the right to terminate this Agreement without cause upon notification to the Supplier.
   4. Fine Only retains the right to suspend the Supplier's account or terminate this Agreement immediately and refuse any and all current or future use of Fine Only services, without notice at any time if the Supplier breaches any part of this Agreement, or if his/her actions directly or indirectly cause Fine Only liability or loss of profit.
10. General Terms and Conditions
    1. Fine Only reserves the right to refuse its services to anyone and to discontinue existing services at any time.
    2. The Supplier may not disclose or share Fine Only services access information to any third parties or use it for any unauthorized purpose.
    3. The Supplier shall indemnify and hold Fine Only harmless from all claims, expenses, and losses occurring for any reason in connection with the sale of the Supplier's product(s) to customers by Fine Only, specifically including, without limitation, the costs and expenses of:
       • Customer refunds and/or returns and charge-backs;
       • Warranty and/or service claims of customers arising out of express or implied representations of the Supplier or by operation of law, regulation, or trade custom; or
       • Claims and losses as a consequence of damage or misdirection in shipping products to Customers. In this regard, the Supplier is responsible for declaring a value with the shipping agent or obtaining insurance sufficient to permit the Supplier to recover the value of items lost, destroyed, or damaged during shipment.
11. General Legal Terms
    1. Fine Only, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND ITS PROVIDERS PROVIDE ITS WEBSITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. Fine Only, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND ITS PROVIDERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to the Supplier. This warranty gives the Supplier specific legal rights and the Supplier may also have other legal rights that vary from state to state.
    2. The Supplier shall comply with all applicable laws, statutes, ordinances and regulations regarding the Suppliers use of Fine Only services.
    3. The Supplier and Fine Only are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
    4. IN NO EVENT SHALL Fine Only, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR ITS PROVIDERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ITS WEBSITE, ITS SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
    5. Fine Only'S LIABILITY, AND THE LIABILITY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND PROVIDERS, TO THE SUPPLIER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES THE SUPPLIER PAYS TO Fine Only IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to the Supplier.
    6. Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the Supplier or Fine Only may elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS in accordance with their applicable rules, at their Sacramento, California offices. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
12. Amendments and Modifications
    Fine Only may amend or modify this Agreement at any time. Any such amendment will be posted on the Fine Only website and in addition each Supplier will be notified via email about it. The amended terms shall automatically be effective 30 days after the notification and Suppliers shall be deemed to consent to the terms of any such amendment by continuing to use any of Fine Only services.

Appendix

Fine Only Supplier Billing Periods and Payment Schedule for 2007

*All reconciliation statements are issued within (3) business days of reconciliation date.
**Payments are issued only for the orders confirmed during the period (see Section 5 of the Agreement)