The World's first Social auto-commerce platform

Welcome to Crossian’s Selless eCommerce Platform. This platform is owned by Crossian LLC and is aimed at providing you with a turn-key solution for online selling. With Selless eCommerce, the only thing you need to focus on is performance marketing or digital advertising. Crossian is here to support you with the rest. Everything from sourcing quality products to fulfillment of customer orders, customer support, and dispute management, are taken care of!

This document sets out terms and conditions between Crossian LLC (“Crossian”, “Selless”, “Selless eCommerce”, “we”, “us” or “our”) and you, any person or entity (“3rd Party Performance Marketer”, “3rd Party Seller”, “Seller”, “you” or “your”) who has applied and want to sell our Products (as defined in Section 1) that we source, supply, manage, and fulfill on our Selless eCommerce Platform. Collectively, you and we may be referred to as “Parties” or collectively as “Parties”. To use our platform, you must accept these Seller Terms and Conditions (“Agreement”) without change.

Crossian reserves the right to change at any time and in its sole discretion any of the terms and conditions contained in these Seller Terms and Conditions. Changes to these Seller Terms and Conditions will take effect at the latest seven (7) days from notification by notice to you or posting on the Platform or otherwise. Changes to Policies may be posted without notice and shall have immediate effect. You are responsible for reviewing notices and Policies structure. Your continued participation in the Selless eCommerce Platform following the changes taking effect will constitute your acceptance of such changes and if you do not agree to any changes, you must immediately discontinue your participation on our Selless platform, notify us by email and the Agreement will be suspended for termination processing. For the avoidance of doubt, newer versions of the Seller Terms and Conditions and Policies structure supersede older versions. Herein, Policies structure refer to your account profile conditions and Sellpage policies.

The Agreement is limited to parties that can enter into and form contracts under applicable law. As a 3rd Party Seller equivalently, a 3rd Party Performance Marketer, you represent and warrant that: i) you are, and will remain at all times, a business (personal or incorporated) duly organized, registered, validly existing and in good standing under the laws of its country of registration; ii) you have all requisite right, power and authority to enter into the Agreement and perform its obligations hereunder; and iii) any information provided or made available to Crossian is, and shall remain at all times, accurate, up to date and complete.

1. DEFINITIONS AND INTERPRETATION

Product: physical products that Crossian has sourced, quality checked, pre-arranged for inventory and made available for you to sell. You may not, at any time, use our platform, to sell any products that have not been sourced and made available through our platform, and by the Crossian’s Supply Chain Excellence team or equivalent. If you are selling other products not sourced by Crossian, you may not, in any way shape or form, represent or communicate these products as Selless eCommerce goods or products.

Advertising Material: any creatives, copy, images, videos, contents, banners, pop-ups or any other Crossian owned materials that are used for the purpose of promoting, advertising or selling a product on Selless eCommerce.

Advertising Media: All advertising media, including but not limited to website, social media networks, search engines, or medium otherwise used as a form of communication to end consumers or buyers.

Sellpage: A website or product page generated by Selless eCommerce with the intention of listing product information, pricing, and offers to the end consumers. This can be a single product page, or a store front with multiple Sellpages and products.

Sellpage Policies: These define Crossian’s terms, policies, guarantee and commitment to our customers. You may not, change or alter any information related to Sellpage Policies. Should you notice an error, you must notify Crossian immediately via email.

Selless io fees: This is the Selless eCommerce fees associated with the use of our platform. It goes to cover our cost for product content development, advertising materials, sourcing of goods sold, management of fulfillment and risks, and pre- and post-sales customer support. Specific rates are listed in your profile.

Payment gateway fees: This is a fee that is charged for processing payments as Crossian eCommerce is the merchant of record, and you are the 3rd party selling our products under the Terms and Conditions of this Agreement. Specific rates will be listed in your account profile.

Customer: A consumer who placed and paid for an order on the platform. Crossian prides ourselves on customer privacy, and the only information you may be exposed to is the customer order number. All other information that Crossian retains for the purpose of servicing the customer, including but not limited to demographics, shipping and contact information will not be made available to you.

Fraud: Sales which are not eligible for a payment or seller payout including, but not limited to fraudulent & invalid transactions (such as transactions identified manually or by way of automated fraudulent order check tools); or successful payments that have not been otherwise authenticated by the original cardholder.

Compensation: Is the amount you will be paid for each customer paid order (Purchase Order, “PO”), that you have successfully generated. In your Selless account profile, this may be known as the “YouTake” amount.

Community Standards and Policies: All social media networks, search engines and other Advertising Media have User Policies or Community Standards. You agree to comply, at all times, to these Policies and Standards will advertising Crossian products, or using our Advertising Materials.

2. CONTRACT FORMATION

The Agreement shall be formed exclusively via the application procedure through Selless eCommerce Platform or electronically or physically signed document. The Sign-Up Form together with these Seller Terms and Conditions and the acceptance into the program will together constitute a framework agreement between the Parties. In case of a conflict between the Sign-Up Form and these Seller Terms and Conditions, these Seller Terms and Conditions shall prevail.

3. SCOPE OF AGREEMENT

This Agreement concerns your participation of the Selless eCommerce Platform. To this end, Crossian shall make a selection of Advertising Materials and Products available to you via the Selless eCommerce Platform.

You shall be solely responsible for placing Advertising Materials on Advertising Media at your costs. Subject to the rights of Crossian under this Agreement, the Policies, all applicable laws, as well as to Crossian's absolute right to direct the use of, suspend or terminate the use of Advertising Materials and of this Agreement, you shall be free to decide whether and how long to place the Advertising Materials on Advertising Media and shall be entitled to remove the Advertising Materials at any time.

In return for a successful Sale or customer paid order (PO), you shall be entitled to Compensation.

The Selless eCommerce Program shall not establish any other contractual relationship between the Parties beyond that which is envisaged in this Agreement.

Your own terms and conditions as well as any other terms shall require the express written consent of Crossian and shall therefore not be applicable even if Crossian is notified thereof and does not object to their validity.

4. SELLER OBLIGATIONS AND COVENANTS

The Seller may modify the Advertising Materials and Sellpage content via the Selless eCommerce Platform which may include changing the sale price, key words, or special offers directed at the customer. The Seller may not change product materials, make claims about product features and functions that are not supported by Crossian’s product content provided.

The Seller may not create, maintain or in any way, directly or indirectly, take any part or be associated with any websites/apps that may lead to risk of confusion between the Seller or the websites/apps with the Selless eCommerce Platform. Furthermore, you may not create the impression that you or your operator is economically linked to Crossian in any way or that there is any relationship or affiliation between you and Crossian that goes beyond the Selless eCommerce Program and this Agreement. In particular, but not limited thereto, you may neither mirror the Platform, copy graphics, texts, Advertising Materials, or other platform content, crawl any parts of the Platform or use any materials or content from the Platform or Crossian logos or brands in connection with the Selless eCommerce Program.

The Seller shall ensure that its advertising contents are neither in direct nor in indirect breach of domestic or foreign third-party property rights or other rights that do not meet any special statutory protection.

The Seller is responsible for maintaining good standing with any and all social media activities (including but not limited to Facebook, Pinterest, Twitter, TikTok, SnapChat). Any social media activities through the social platforms must comply with the said platform’s policies.

Any breach, by the Seller of its obligations under this Agreement or any intellectual property rights of Crossian or third parties shall entitle Crossian to terminate this Agreement for good cause. This shall not affect any additional claims against the Seller to which Crossian may be entitled. Crossian shall be entitled to withhold or cease all and any services related to the Seller.

If requested by Crossian, the Seller shall remove Crossian advertising material without delay for any and all Advertising Media as instructed by Crossian.

The Seller hereby agrees on its behalf and on behalf of sub-Sellers to release Crossian (and its agents and employees) from 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 the Seller, provided such release will not apply where actual claims, demands or damages arise due to the Advertising Media or Crossian's fraud, negligence or willful misconduct.

The Seller will defend, indemnify and hold harmless, Crossian, Selless and its employees, directors, agents and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, Claims, litigation, demands, defenses, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) arising out of, or related to the Seller, any actual or alleged infringement of any intellectual property rights, taxes (duties, fees and other charges, etc.), the failure to collect or pay taxes, etc. If, for its legal defense, Crossian requires the Seller to provide information or explanations, the Seller shall be obliged to make the same available to Crossian no later than three (3) days thereafter and shall also provide reasonable support to Crossian in its legal defense.

The Seller covenants that it has and will maintain all licenses, permits, approvals, registrations or the like, to perform the matters contemplated under this Agreement and that it shall carry out this Agreement in compliance with all applicable laws, both where they live, and where they conduct business, and any other applicable jurisdiction.

Without prejudice to other rights or remedies available to Crossian, if Crossian determines that the Seller is not in compliance with any requirement or restriction under this Agreement, including but not limited to those relating to the prohibited content in Clause 4, Crossian reserves the right to take actions including, but not limited to, withholding payments, terminating this Agreement, or pursuing legal actions.

5. SERVICES BY CROSSIAN

The Seller shall be provided with advertising materials updated at regular intervals in line with the product range and seasonal influences. The Seller may request customized formats where applicable as pursuant to Crossian’s approval.

Crossian shall operate the Platform, conduct fulfillment, and perform customer support. Crossian shall not be required to provide error-free and interruption-free availability of the Selless eCommerce Platform. The level of quality and the correctness of Product descriptions on the Platform and on the Advertising Materials provided on the Selless eCommerce Platform, shall fall within the exclusive discretion of Crossian.

The Seller shall be entitled to receive the Compensation in relation to net transactions that are generated, by its active promotion of Selless eCommerce Products on Advertising Media on a per Purchase Order Basis.

Any claim from the Seller under the Agreement must be notified to Crossian within ninety (30) days from the time the claim became known, or should have become known, to the Seller. For the avoidance of doubt, Crossian will not be liable for any claim made by Seller after said deadline.

6. LIABILITY OF CROSSIAN

The total liability of Crossian under this Agreement shall not exceed the total of the Compensation paid to the Seller under this Agreement in the thirty (30) days immediately prior to the event giving rise to the most recent claim of liability. No further liability on the part of Crossian shall exist.

The aforementioned limitation of liability shall also apply to the personal liability of Crossian employees, representatives and executive bodies

7. COMPENSATION FOR TRANSACTIONS GENERATED FROM SELLESS SELLPAGES

Crossian shall pay the Seller a Compensation on Purchase Orders that are valid and successfully paid.

The total Compensation paid on a Purchase Order is net of product, packaging, fulfillment, Selless, payment gateway fees, and any other fees identified in the policies identified in your account profile. Crossian reserves the right to hold a portion of the sale for a specified period of days. The specific holds terms are found in your account profile.

8. PAYMENT

The Seller can log into the Selless eCommerce Platform to view accumulated sales activities and payment scheduled. The Seller may specify methods to receive payouts including PayPal, Payoneer, or bank transfers. Crossian reserves the right to make payment arrangements as one of, or a combination of PayPal, Payoneer, or bank transfers, and this choice may not align with the Seller’s first choice.

The Seller is responsible for ensuring their payout accounts with their bank, PayPal, or Payoneer accounts submitted on the Selless eCommerce Platform is update to date, accurate and in good standing. Crossian is not responsible for any holds or blocks on the Sellers’s payout account by the provider of said account.

Crossian shall bear reasonable payor payment or transfer fees; but not for any currency conversion rates born by the receiving payout accounts. Currency paid by Crossian will be in USD.

The Seller shall be responsible for payment of all taxes on its own income. If the payment is subject to withholding taxes, Crossian shall deduct such taxes from the payment, pay the Seller the net amount and concurrently provide the Seller with a certificate or any equivalent document of withholding tax.

9. ORGANIZATION AND INDEPENDENCE OF THE SELLER

Crossian and the Seller are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the Parties. The Agreement will not cause the establishment of any relationship of employment between the Parties or with any person who provides services to either. The Seller will have no authority to make or accept any offers or representations on behalf of Crossian.

The Seller shall not subcontract any of its rights or obligations under this agreement without prior written consent of Crossian.

10. TERM OF AGREEMENT, AMENDMENT AND TERMINATION

The Agreement will come into force on the Effective Date of this document, or on the date in which the Seller electronically accepts, or physically accepts the Agreement, if the document is written prior to the Seller joining Selless eCommerce, and continue unless otherwise terminated in accordance with its provisions.

Amendments and addenda to the Agreement shall be in writing.

Crossian reserves the right to suspend the implementation of this Agreement for up to thirty (30) working days to investigate suspicious Seller activities. Where Crossian determines that the Seller has violated any provision of this Agreement, it may require the Seller to reimburse all expenses related to the investigation and to refund Crossian of any costs, expenses, losses or Compensation overpayments within fifteen (15) days from being so notified.

This Agreement may be terminated under the following circumstances:
- by thirty (30) days written notice by any Party to the other; or
- without any prior notice in case of violation by the Seller of any of its obligations or covenants under this Agreement.

Crossian reserves the right to withhold unpaid Compensation for a reasonable period of time following termination to account for possible reversals.

Upon termination of this Agreement, all rights and obligations of the Parties will be extinguished, except for matters that expressly or by their nature are intended to survive.

Following termination of the contract, the Seller shall, without being requested to do so, immediately delete permanently any and all advertising material, and other material (as described in Section 4 of this document) that you have come into possession of through the course of your participation in the Selless platform. This material cannot be reused, shared, or continued in any manner, including materials the Seller have modified, or developed for the use of advertising and our products. The Seller shall have no right of retention in this respect. The Seller shall, at Crossian’s request, provide Crossian with written confirmation of the deletion.

11. CONFIDENTIALITY AND PERSONAL DATA

The recipient of any information proprietary to a Party disclosed to the other Party, whether marked as confidential or not, that should be considered confidential information under the circumstances (which does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party) (the "Confidential Information") will not disclose such Confidential Information, except to its employees and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfill obligations under the Agreement and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure. The rights and obligations of the Parties under this Section will survive the termination of this Agreement.

Seller agrees to indemnify and hold harmless Crossian, Selless and each of its respective officers, employees, directors and agents from, and at Crossian's option defend against, any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) (the "Personal Data Claims"), to the extent such Personal Data Claims arise from or may be in any way attributable to: i) any violation of the Agreement; ii) the negligence, bad faith or intentional or willful misconduct of the Seller or its subcontractors (whether or not approved by Crossian); or iii) any security incident for which the Seller is directly or indirectly responsible.

Crossian agrees to indemnify and hold harmless the Seller and each of its respective officers, employees, directors and agents from any claims that arise from, or may be attributable to any violation of the Agreement by Crossian or the negligence, gross negligence, bad faith or intentional misconduct of Crossian or its subcontractors.

12. CHOICE OF LAW AND DISPUTE RESOLUTION

This Agreement is governed by the U.S. Federal Arbitration Act, applicable U.S. federal law, and Washington state law, without reference to any applicable conflict of laws rules, the Convention on Contracts for the International Sale of Goods, or any local laws implementing the Convention on Contracts for the International Sale of Goods in any jurisdiction where the Products are sold, or where the seller takes temporary or permanent residence, or where the seller conducts selling activities. Any dispute arising out of this Agreement will be resolved by binding arbitration, rather than in court. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration you and we each waive any right to a jury trial. You and we also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

There shall be no oral ancillary agreements to this Agreement and in particular, but not limited thereto, no terms and conditions of Seller or of any other Party shall apply, even if they have not been contested by Crossian.

Should individual provisions in this Agreement be deemed invalid or unenforceable, this shall not affect the validity of the other provisions. The Parties shall endeavor to replace the invalid or unenforceable provision with one that best meets the contractual objective in legal and economic terms. The same shall apply in the event of a lacuna.