This Dropshipping Agreement (“Agreement”) sets forth the terms under which Manuela Valenti LLC dba BY VALENTI® (“Licensor”) permits approved retail partners (“Licensee”) to promote and sell Licensed Products through Shopify Collective. By connecting to BY VALENTI® via Shopify Collective, Licensee agrees to the following terms.
1. Definitions
- Licensed Products: All products supplied by Licensor via Shopify Collective.
- Licensed Trademarks: BY VALENTI® and BY VALENTI ORGANICS®.
- Licensed Copyrights: All product images, descriptions, ingredient lists, and marketing materials owned by Licensor.
2. Grant of License
2.1 Licensed Trademarks
Licensor grants Licensee a non-exclusive, non-transferable, revocable license to use the Licensed Trademarks solely to promote and sell Licensed Products through Shopify Collective.
2.2 Licensed Copyrights
Licensor grants Licensee a limited license to use Licensed Copyrights solely for displaying, promoting, and selling Licensed Products through Licensee’s Shopify storefront.
3. Territory and Term
3.1 Territory
This Agreement applies only within the United States and European Union unless otherwise authorized in writing.
3.2 Term
Agreement remains in effect for one (1) year from the date the Licensee connects to BY VALENTI® via Shopify Collective, renewing automatically for one-year terms unless written notice is provided 30 days before renewal.
4. Use of Licensed Trademarks and Copyrights
4.1 Permitted Use
Use must comply with Licensor’s brand standards and any written guidance provided.
4.2 Prohibited Use
Licensee shall not:
- Alter or modify trademarks or copyrighted materials.
- Use them misleadingly or deceptively.
- Suggest endorsement or affiliation beyond this Agreement.
4.3 Quality Control
Licensor may request immediate correction or removal of any non-compliant use.
5. Ownership and No Challenge
Licensor retains full ownership of all Licensed Trademarks and Copyrights. Licensee may not challenge or assist others in challenging these rights during or after the Agreement.
6. Minimum Advertised Price (MAP) Policy
- Licensee must maintain advertised prices at or above those listed on www.byvalenti.com.
- This applies to websites, social media, email campaigns, printed materials, and paid advertising.
- MAP may be updated with written notice.
- Violations may result in suspension or termination of the Shopify Collective connection.
7. Dropshipping Fulfillment Terms
7.1 Order Requirements
- All Shopify Collective orders must reflect actual customer purchases made on Licensee’s storefront.
- Licensee, its employees or any affiliates, may not submit orders for personal use, personal gifts, gifts for friends and family, photography, inventory, internal testing, or any non-customer purpose.
- Personal purchases must be made directly through BY VALENTI’s website at standard retail pricing.
- Bulk orders cannot be processed nor fulfilled through any of our dropshipping programs.
7.2 Fulfillment
All fulfillment is handled by Licensor. Licensee may not store, relabel, or repackage Licensed Products.
7.3 Customer Service
Licensee is responsible for customer-facing communication and must forward all product-related concerns to Licensor within 3 business days.
8. Infringement and Remedies
- Licensee must notify Licensor of any suspected third-party infringement.
- Misuse of trademarks, copyrights, Licensed Products, or the ordering system constitutes grounds for immediate termination.
- Licensor may pursue injunctive relief, damages, and attorney’s fees.
9. Indemnification
Licensee agrees to indemnify and hold Licensor harmless from claims, damages, and liabilities arising from:
- Violation of this Agreement,
- Misuse of Licensor’s intellectual property,
- Negligence or misconduct by Licensee or its agents.
This obligation survives termination.
10. Termination
10.1 For Breach
Licensor may terminate immediately upon written notice of a violation.
10.2 For Convenience
Either Party may terminate with 10 business days’ written notice.
10.3 Post-Termination Obligations
Upon termination, Licensee must remove all product listings and cease using all Licensed Trademarks and Copyrights.
11. Survival
Sections 4, 5, 7, 8, 9, and 10 shall survive termination.
12. Governing Law and Dispute Resolution
This Agreement is governed by Michigan law. Disputes shall be resolved by binding arbitration in Macomb County, Michigan under the rules of the American Arbitration Association. Each party bears its own legal costs unless otherwise determined.
13. Entire Agreement
This Agreement supersedes all prior verbal or written arrangements related to dropshipping terms, trademark usage, and MAP enforcement.
