Minted Wholesale Agreement

LAST UPDATED: May 17, 2017

General Terms.

This Wholesale Agreement (the “Agreement”) sets forth the terms and conditions between Minted, LLC ("Minted") and retailers purchasing Minted products for resale.

Please review this Agreement carefully. Placement of an order from Minted confirms acceptance of this Agreement. If you do not agree with the terms of this Agreement, please do not order products from Minted.

To qualify for wholesale pricing and to execute this agreement, you must be a physical retailer or operate an approved offline retail presence.

Any disputes involving you and us that relate to this Agreement will be subject to the limitation of damages and liability, choice of law, and dispute resolution set forth herein.

This Agreement will be governed and construed for all purposes in accordance with the law of the State of California without giving effect to conflict of laws principles that would cause the application of laws of any other jurisdiction. Any dispute related to this Agreement must be brought in the appropriate state or federal court located within San Francisco, California. If any provision of this Agreement is deemed invalid by such court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Minted’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any dispute resolutions proceedings will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action.

Any notice, request or other communication to either you or Minted by the other will be given in writing and deemed received upon the earliest of (i) actual receipt, (ii) 3 days after mailing if mailed postage prepaid by regular mail at (1) in the case of you, the address you provided to us or (2) in the case of Minted, 747 Front Street, San Francisco, CA, 94111; attention: Wholesale, or (iii) 1 day after it is sent by courier or overnight delivery to the address in (ii) above.

We reserve the right to update or modify this Agreement at any time without prior notice. For this reason, we encourage you to review this Agreement whenever you place an order with us so that you may be informed of any updates. The terms of this Agreement as in effect at the time you place an order will be binding on you.

You can determine when this Agreement was last revised by referring to the date it was “Last Updated” above.

New Customers.
To open a wholesale account, please complete the application at minted.com/wholesale.

Orders.
Once your wholesale account is activated, you will receive information about placing orders. Currently, custom stationery or art orders are placed directly on minted.com and in-stock product orders (such as stationery box sets) are placed via email invoice.

Minimums.
Minimum order is $100. The minimum order may be updated from time to time without notice. We do not accept consignment orders.

Opening Orders and Payment.
All opening orders must be submitted with a method of payment and a current copy of your Resale Certificate or other tax exempt paperwork for Minted to withhold applicable sales tax. Please see minted.com/wholesale for details on documentation required for each U.S. state. Payment is required before your order can be fulfilled. Minted does not currently extend credit to wholesale customers.

Shipping.
Shipping times will be determined by the item(s) being ordered and the size of the order. If expedited shipping is required, please contact us at wholesale@minted.com. Shipping costs will be reflected in final invoice.

Returns/Refunds.
Please contact Minted within 24 hours if any items arrive defective or damaged. Defective and damaged items must be returned to us for a refund or exchange. Other than with respect to defective or damaged merchandise as described above, merchandise may not be returned and Minted will not issue refunds.

Order Changes and Cancellations.
All changes to your order including cancellation must be made within 24 hours of placing your order. Minted will use best efforts to accommodate any reductions to your order or cancellations not made within 24 hours of order placement if prior to shipment, provided however that Minted will charge a restocking fee of 20% with respect to such changes.

Backorders.
From time to time certain products may be out of stock. Minted will notify you of any backordered items and if directed will ship all in-stock items to you from your order. Once backordered items are back in stock we will promptly ship to you unless you direct us otherwise.

Display and Modification.
All Minted products must be displayed and sold in Minted’s original packaging. You may not modify Minted products.

No Online Sales or Resale.
Without Minted’s prior written consent, which it may withhold in its sole discretion, you may not offer for sale any of Minted’s products online or to wholesalers, distributors, resellers, retailers, or freight forwarders/drop shippers for other retailers. You may sell Minted products to your end consumers only.

Trademark and Image Usage.
Minted may provide you with stock imagery for its products, trademarks and logos for your use in accordance with the terms of this Agreement. You may use Minted’s trademarks, logos and images (“Minted Marks”) in advertising, marketing or promotional materials with respect to Minted products on the conditions that (i) you must comply with Minted’s Trademark Usage Guidelines[1] (link[2] ), (ii) you acknowledge that all goodwill generated through its use of the Minted’s Marks will inure to the benefit of Minted and (iii) you must discontinue all use of Minted’s Marks immediately upon termination of this Agreement for any reason.

Online Advertising. You agree that (i) you may not bid on the keyword "minted" or any combination of keywords containing "minted" in any online search engines marketplaces, including but not limited to Google, Bing, and Yahoo, and (ii) you may not advertise or list Minted products on ecommerce websites, auction websites, online marketplaces, shopping aggregator websites, or flash sale websites.

No Brand Disparagement. You may not take any actions or make any statements regarding Minted or its products that are misleading, defamatory, libelous, lewd, vulgar, obscene, could reasonably be expected to endanger Minted’s reputation or goodwill, or are otherwise objectionable, in Minted’s reasonable opinion. You will only advertise and sell Minted products for use in the manner intended and may not portray Minted products in a manner which constitutes actionable trade disparagement.

Indemnity; Limitation of Liability. You agree to defend, indemnify and hold harmless Minted, and any parent, subsidiary, affiliate, director, officer, employee, licensor, distributor, supplier, agent, reseller, owner, or operator of Minted, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your violation of this Agreement; (ii) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive this Agreement.

IN NO EVENT SHALL MINTED, OR ANY PARENT, SUBSIDIARY, AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, LICENSOR, DISTRIBUTOR, SUPPLIER, AGENT, RESELLER, OWNER, OR OPERATOR OF MINTED, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT IN ANY OF OUR PRODUCTS, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY OF OUR PRODUCTS, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OR SALE OF ANY OF OUR PRODUCTS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Termination.
Minted may terminate this Agreement immediately upon your breach, or at any time with 3 days notice for any reason. Upon a termination, all of Minted’s obligations and your rights hereunder, other than those that are required by applicable law to survive termination, shall immediately cease.


Minimum Advertised Price (MAP) Policy

1. Introduction

Minted originated as an online-only platform offering unique, independent designs backed by high-quality, world-class manufacturing. Our online crowdsourcing process helps us curate the best assortment of designs freshly sourced from thousands of independent artists from more than 60 countries. We have grown exponentially over the years through our community of artists and customers who value great design.

As we expand our distribution offline through select wholesale partners, we want to support their efforts while maintaining our established online business. As a result, Minted has unilaterally established this Minimum Advertised Price (“MAP”) Policy.

2. Policy Statement

Minted, in its sole discretion, reserves the right to discontinue doing business with any business that advertises any product(s) covered by this MAP Policy at a price lower than the MAP.

3. General Guidelines
  1. The products covered by this policy are (i) stocked products listed in our MAP Products Pricelist (“MAP Products”), and (ii) custom products for sale on minted.com. Minted may in its sole discretion modify this list from time to time.
  2. The MAP Policy applies to advertised prices, not the price at which MAP Products are actually sold or offered for sale to an individual in-store.
4. Advertising Guidelines
  1. The MAP Policy applies to all advertisements of MAP Products in any and all media, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, and public signage, as well as Internet sites, social media sites, email, apps, or any other electronic media.
  2. The MAP Policy does not apply solely to on-premise or in-store advertising that is not distributed to customers.
  3. It shall not be a violation of this MAP Policy to advertise that a customer may “call for price” or “email for price”, or to use similar language, specifically with respect to MAP Products, so long as no price is listed.
  4. This MAP Policy also applies to any activity which Minted determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for ‘group purchases’ and the like.
  5. It shall not be a violation of this MAP Policy to advertise in general that the reseller has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the reseller does not include any advertised price below MAP and otherwise complies with this MAP Policy.
  6. From time to time, Minted may permit specific resellers to advertise MAP Products at prices lower than the MAP retail price. In such events, Minted also reserves the right to modify or suspend the MAP retail price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.
5. Policy Enforcement
  1. If a retailer with multiple store locations violates this MAP Policy at any one store location, or on any associated website, then Minted will consider this to be a violation by the retailer.
  2. Minted reserves the right to cancel any pending orders, restrict future orders, or suspend an account if Minted reasonably believes:
    1. There has been a violation of the provisions of the MAP Policy; or
    2. There is an intent to violate the MAP Policy.
  3. Minted is solely responsible for determining whether a violation of the MAP Policy as occurred, as well as determining appropriate sanctions.
  4. Waivers to this MAP Policy may be granted in Minted’s sole discretion in writing. In the event that Minted authorizes a waiver to the MAP Policy, the retailer must strictly adhere to the terms of the waiver letter. Deviation from the terms of a waiver letter is a violation of the MAP Policy.
  5. Minted monitors the advertised prices of retailers, either directly or via the use of 3rd party agencies or tools. Retailers are expected to provide reasonable cooperation in any Minted investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a Minted MAP Policy investigation is a violation of this MAP Policy.
  6. The MAP Policy will be enforced by Minted in its sole discretion and without notice. Retailers have no right to enforce the MAP Policy. Violations of this policy may result in any of the aforementioned sanctions up to and including termination of our business relationship, as well as any available remedies at law. All questions related to this MAP Policy should be directed to: wholesale@minted.com.
6. List of MAP Products[3]

The MAP (i) for stocked products will be set forth in the MAP Products Price List, which will be emailed upon wholesale account approval and is subject to change from time to time, and (ii) for custom products will be the full retail price such products are available for at minted.com.

7. Contact

Contact us at wholesale@minted.com.