Skip to main content

Seattle Met

The Shops at Seattle Met Seller Terms of Service

Table of Contents

About the Marketplace

We rely upon a community of independent “Sellers” that supply Products advertised on and sold through the Marketplace to “Buyers”. Buyers and Sellers are hereinafter collectively referred to as “Users”. Unless stated otherwise, SagaCity is not the Seller of and at no time owns, controls, or holds possession of or title to the Products advertised on and sold via the Marketplace. SagaCity is not a broker or agent. We don’t control the actions of any Buyer or Seller. Sellers are not SagaCity employees.

As part of the Marketplace Service, we will enable you to list your Products on one or more SagaCity Marketplace Sites. We will conduct merchandising and promote your Products (including via associated SagaCity properties). We will provide Order Information to you for each order of your Products made on the Marketplace. We will receive all Sales Proceeds on your behalf for each of these transactions and will remit them to you in accordance with the “Fees, Payment, and Taxes” terms in this Agreement.

Enrollment

Table of Contents

A User Account is required to use Marketplace Services.  As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address, as well as any other information we may request, such as payment methods (“Account Data”).

  • You may not transfer your account to anyone else without our prior written permission. You promise to provide us with accurate, complete and updated Account Data and to keep your Account Data accurate and current at all times.
  • You will not share your Account user ID or password with anyone, and you must protect the security of your User ID, password and any other access tools or credentials. You are responsible for any activity associated with your User ID and account. You also agree that we will not be liable for any loss or damage arising from your failure to keep your User ID or password secure.
  • You agree to update all Seller Account information promptly upon any change.
  • You may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Facebook. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.

Fees

Table of Contents

Our fees are simple. There are no upfront charges. We charge a commission fee based on the price of your item, not including tax or shipping charges.

  • The portion of the price less than or equal to $1500: 20% commission
  • The portion of the price in excess of $1500: 5% 
For example, for a $1600 dress, the commission would be:· 20% of the first $1500 = $300· 5% of the $100 in excess of $1500 = $5Total Commission = $305
  

We may change our Selling Fees from time to time by posting the changes publicly on our website fourteen (14) days in advance, with the exception that no advance notice may be given for temporary promotions or any changes that result in a reduction of Seller Fees.

Payment

Table of Contents

SagaCity will pay you the sales price for which your item was sold and that we actually received from the buyer, excluding amounts assessed on the sale (e.g.  taxes and duties), shipping and delivery costs paid by the buyer, and transaction fees such as credit card transaction costs, international and bank-wire fees, less our Seller Fee.

Payouts are made on a per-order basis upon shipment confirmation for shipped orders and upon order confirmation by the customer for in-store pickup orders to the account of your choosing for all orders for which we have successfully processed customer payment and received shipment or pickup confirmation from you. 

In the event of a refunded order, the amount of the refund will be deducted from your next available payout.

For Products that require authentication services, Buyer and Sellers may be subject to escrow and/or payment handling requirements.

When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days.

We will bear the risk of (a) credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and (b) late payments or defaults by customers in connection with invoiced orders for Your Products, except, in each case, in connection with Orders that are not fulfilled strictly in accordance with the Order Information and Shipment Information. You will bear all other risk of fraud or loss.

You authorize us to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf, remitting Sales Proceeds to Your Bank Account. You agree that Buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. We will remit funds to you in accordance with this Agreement.

Selling fees don't purchase exclusive rights to item exposure on our Services. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, including your listing, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.

Your Sales Proceeds will be held in an account with our Payments Agent (a "Seller Account") and will represent an unsecured claim against that Payments Agent. You may not collect Sales Proceeds directly from any customer. Prior to disbursing funds to you, our Payments Agent may combine Sales 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 Sale Proceeds. To the extent required by applicable Laws, we will not use any funds held on your behalf for our 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.

If there is no activity in connection with your Seller Account for the period of time set forth in applicable unclaimed property laws and we hold Sales 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 Sales Proceeds in your Seller Account. If you do not respond to our notice(s) within the time period we specify, we will send the Sales Proceeds in your Seller Account to your state of residency, as determined by us based on the information in your Seller Account. If we are unable to determine your state of residency or your Seller Account is associated with a foreign country, your funds may be sent to the State of Delaware.

As a security measure, we may, but are not required to, impose transaction limits on some or all Buyers or Sellers 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. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because a Marketplace Service is unavailable following the commencement of a transaction.

Product Listings

Table of Contents

We strive to create a Marketplace:

  • where shoppers can easily find what they are looking for and are delighted by the representations of Products available for purchase.
  • that showcases the wonderfulness of retailers in our area.

We rely on Sellers to assist by providing content that accurately and artfully communicates the nature and value of Products you list for sale. You agree.

You will provide accurate and lawful descriptions and prices for each Good you list on the Marketplace, including any legally required warnings or notices with respect to each Good you list on the Marketplace.

You will not list any Products that violate any applicable law or regulation, or are an illegal item, including counterfeit or stolen items; or infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party.

You will ensure Products comply with safety standards and guidelines provided by the Consumer Product Safety Commission as applicable. You will not sell and will promptly remove all listings for any product recalled by a manufacturer or governmental agency if the sale of the product is prohibited by law or regulation or the product poses a health or safety hazard as specified by any governmental agency.

The content you provide, to the best of your knowledge and ability, complies with our listing policies, including the Images, videos and text policy.

We may revise product data associated with listings to supplement, remove, or correct information.

We may publish and promote your listings, including related content such as, product reviews and feedback on the websites or in the applications, services and tools of other SagaCity corporate family members or cooperating third-party operators of websites, applications, services and tools.

Content that violates any of our policies may be modified, obfuscated or deleted at our sole discretion. Metatags and URL links that are included in a listing may be removed or altered.

We may use mechanisms that rate or allow shoppers to rate your Products and your performance as a Seller and may make these ratings and feedback publicly available.

You warrant that you have all rights, authority and clearances necessary for us to sell all Products listed on the Marketplace on your behalf.

The appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:

  • buyer's location, search query, browsing site, and history;
  • item's location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
  • seller's history, including listing practices, Seller Ratings, Marketplace policy compliance, feedback, and defect rate; and
  • number of listings matching the buyer's query,

To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer,

SagaCity has no responsibility or liability for the safety or performance of any product that you list or sell using our Services, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of any product you list or sell on the Marketplace.

If you are listing Products for sale on the Marketplace that are provided to you by a different supplier, you are solely responsible for all aspects of dealing with your clients and your business (e.g., paying or getting paid by your design clients, handling logistics between you and your clients, and managing your business), and handling all related inquiries and disputes.

You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of this Agreement of your original and derivative intellectual property rights to use any and all of Your Materials for the Services or other SagaCity product or service, and to sublicense the foregoing rights to our Affiliates; provided, however, that we will not alter any of Your Trademarks 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 will comply with your removal requests as to specific uses of Your Materials; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

Fair Pricing Policy

You are allowed to and responsible for setting your own prices and shipping costs on the Marketplace. However, in order to maintain Buyer trust in the Marketplace, you may not:

  • Set a price or shipping cost on a product or service that is significantly higher than current and 30-day trailing prices or shipping costs offered on or off the Marketplace;
  • Set an MSRP or reference price on a product or service that misleads customers as to the true value of a sales price.
  • Set a price on multiple units of a product for more per unit than that of a single unit of the same product; or
  • Set an excessive shipping fee on a product, considering current public carrier rates, reasonable handling charges, and buyer perception of overall cost.

Guarantees on Specific Product Types

Pesticides

If any of Your Products is a “pesticide” being offered or sold in the United States or other product regulated under the US Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) or its implementing regulations, then you provide to us the following continuing guaranty that: (a) you are a resident of the United States; and (b) with respect to each such product, the pesticides and other FIFRA regulated products comprising each sale, shipment, or other delivery made previously or hereafter are: (i) lawfully registered with the US Environmental Protection Agency at the time of sale, shipment, or delivery, or fully qualified for a specific exemption from the FIFRA registration requirements at the time of sale, shipment, or delivery, (ii) compliant with all requirements of FIFRA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.

Foods, Drugs, Medical Devices, and Cosmetics.

If any of Your Products is a “food”, “drug”, “medical device”, or “cosmetic” being offered or sold in the United States or other product regulated under the U.S. Federal Food, Drug, and Cosmetic Act (“FFDCA”) or its implementing regulations, then you provide us with the following continuing guaranty that with respect to all such products comprising each sale, shipment, or other delivery made previously or hereafter are: (i) not adulterated or misbranded within the meaning of the FFDCA, (ii) compliant with all requirements of FFDCA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.

Product Pricing

Table of Contents

You will determine the sale price and shipping and handling charges for Your Products.

You will have the opportunity to add discount codes or pricing promotions to Your Products on the Marketplace (including, but not limited to, “buy X get Y”, “free shipping”, and “amount-off” discounts).

In the event that we independently fund pricing promotions, we will contact you at least 14 days in advance to allow you the opportunity to opt out of the promotion.

Shipping

Table of Contents

You agree to:

  • include an Expected Ship Date on each product listing. This can be the number of days it will take you to ship an item after you receive an order.
  • complete transactions promptly, including shipping Products purchased by Buyers on the Marketplace on or before its Expected Ship Date, unless in-store pickup is available on a Product and a Buyer selects in-store pickup as their preferred method of fulfillment for that purchase, in which case you will make the Product available for pickup within 48 hours of purchase.
  • package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements, including any warnings or instructions necessary to safely use Your Products;
  • provide to SagaCity 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
  • include an order-specific packing slip within each shipment of Your Products, identifying yourself as the Seller and as the Person to which a customer may returnhttps://us06web.zoom.us/j/83155165284?pwd=ZEJKSGdCK2tyS1FEenFHN3BISU1Wdz09&from=addon#success the applicable product.

You are responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification.

Customer Complaints and Questions

Table of Contents

SagaCity will include a method for Buyers to register complaints and ask questions on the Marketplace, forward those complaints and questions to you, and manage transmission of your response to customers. If a Buyer contacts you directly requesting a return, please contact SagaCity Support for further instructions.

If an issue or dispute arises between you and any Buyer regarding any Products you offer on the Service for sale, please contact us at [email protected], and we will use reasonable efforts to facilitate the communication and resolution of such claims or disputes with the Buyer.  You agree and acknowledge that while SagaCity may assist with resolving your claims or disputes regarding any Products on the Services, (i) the ultimate resolution of any such claims or disputes is between you and the Buyer, and (ii) SagaCity is not responsible for successfully resolving any claims or disputes between you and the Buyer. In addition, SagaCity reserves the right, for any reason, in our sole discretion and without notice to you, to remove any Products you list, to suspend your access to the Services, or to otherwise impose consequences on you for behaviors that SagaCity deems, in its sole discretion, to be inconsistent with SagaCity’s policies or the spirit of a trustworthy marketplace; SagaCity will not be liable to you or to any third party for taking any such action. 

Returns

Table of Contents

Our goal is to offer customers a best-in-class shopping experience commensurate with the content quality they have come to expect from us and the experience they have come to expect from the awesome merchants that represent the best of our communities. Therefore, The Shops@ Marketplace has a default 30-day return policy for all orders. However, we also understand that some products (consumables) may require a different return policy, so we have allowed for a custom return policy to be set at the merchant or product level and will work with you to ensure that we are meeting both your needs and those of our customers. 

SagaCity will manage requests for refunds via the Marketplace and will provide Buyers with the means to return the item to you. If a Buyer contacts you directly requesting a return, please contact SagaCity Support for further instructions.

In the event of refunded order, the amount of the refund will be deducted from your next available payout (see “Fees, Payment, and Taxes”).

Assuming the seller is not responsible for any item inconsistencies from the listing, and no damage occurred during transport, the buyer is responsible for all outbound and return delivery charges. The buyer will be refunded once the item has been returned to the seller in good order. If we determine the listing was inaccurate, or if the buyer receives inaccurate information from the seller about the product, we will charge the seller for both outbound and return delivery charges. If a Seller has offered free shipping on a Product, the expense incurred to ship the Product will not be reimbursed to the seller.

The best way to ensure that sales are final is to be accurate, clear, and honest about the description and condition of your listings. Include clear, well-lit photos that capture all angles and any (even minor) flaws. Keep in mind, even with the best descriptions and photos, sometimes the item just isn’t a fit for the Buyer.

Privacy and Users Data

Table of Contents

SagaCity takes the privacy of its users very seriously. By using the Services, you are agreeing that we may handle your information and data in accordance with our Privacy Policy.

  • You must not collect or use any Buyer Information beyond what is necessary to deliver and service Products purchased on the Marketplace without express written permission from SagaCity or the Buyer. This is to ensure that Buyers do not receive unsolicited commercial messages. SagaCity will offer Buyers the option to receive further promotional communications from us and from you, and will inform you if they elect to do so. You are not prohibited from collecting Buyer Information if a Buyer chooses to pick up a product in your physical location (“Buy Online, Pick up in Store”, “BOPIS”, or “Click and Collect”). You must collect, use, maintain, and transmit all Buyer Information in compliance with all applicable laws.
  • The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us with personal information, please contact us.

Taxes

Table of Contents

Marketplace Facilitator legislation is a set of Laws that shifts the sales tax collection and remittance obligations from a third party seller to the Marketplace Facilitator.

A Marketplace Facilitator is defined as a marketplace that contracts with third party sellers to promote their sale of physical property, digital Products, and services through the marketplace. As a result, SagaCity is deemed to be a Marketplace Facilitator for sales of Products facilitated through The Shops at marketplace.

As the Marketplace Facilitator, SagaCity will be responsible to calculate, collect, remit, and refund state sales tax on sales sold by third party sellers for transactions destined to states where Marketplace Facilitator and/or Marketplace collection legislation is enacted.

If SagaCity is not required to collect and remit state or local sales taxes, customs or duties on behalf of a Seller, then the Seller is responsible for collecting and remitting state and local sales tax, customs or duties, as applicable.  As a Seller, you are responsible for paying, withholding, filing, and reporting all taxes, customs, duties, and other governmental assessments associated with your activity in connection with the Services, provided that SagaCity will do so on your behalf where required, and may, in its sole discretion, do any of the foregoing on your behalf where it is not required. 

Seller Warrants

Table of Contents

You hereby acknowledge that SagaCity does not supervise, direct, control or monitor Your Products and expressly disclaims any responsibility and liability for Your Products, including but not limited to any warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.

You promise to:

  • keep inventory current;
  • specify shipping costs and time to ship for each product listing. If you are going on vacation or otherwise unavailable, you must adjust the time to ship accordingly;
  • ship all purchases within the Expected Shipment Date;
  • ensure that the condition and quality of your items is suitable for resale. Any defects must be clearly disclosed in writing or per photographs in the listing description. SagaCity reserves the right to inspect or reject any item as unsuitable for sale at any time;
  • follow through on your return policy;
  • respond to Buyers' questions promptly;
  • resolve customer complaints;
  • be helpful, friendly, and professional throughout a transaction;
  • make sure items are delivered to buyers as described in listings;
  • give the Buyer or us any documents necessary to transfer the ownership of any Products sold on the Marketplace to the Buyer;

You promise not to:

  • use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
  • list Products you do not have the right to sell;
  • fail to deliver items sold by you, unless you have a valid reason as set out in a Marketplace policy;
  • manipulate the price of any item or interfere with any other user's listings;
  • provide false, inaccurate, misleading, deceptive, defamatory, or libelous content or content that does not belong to you;
  • distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes to Marketplace Buyers;
  • harvest or otherwise collect or use information about Users without their consent;
  • infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to SagaCity or other Sellers on the Marketplace. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works;
  • distribute viruses or any other technologies that may harm SagaCity or the interests or property of Marketplace users;
  • breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;
  • take any action that may undermine the feedback or ratings systems (our feedback policies);
  • transfer your User Account (including feedback) and user ID to another party without our consent;
  • use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with our prior express written permission;
  • circumvent any technical measures used to provide Marketplace Services or otherwise interfere with the functioning of our Marketplace;
  • enter into separate agreements with Buyers outside of SagaCity relating to Seller’s Products added to a cart on the Marketplace (“Outside Agreements”). If you do enter into any Outside Agreement we may terminate your SagaCity account, and you acknowledge that SagaCity is not a party to and isn’t responsible for enforcing any Outside Agreement.
  • commercialize any SagaCity application, or information, data or software associated with such application, except with our prior express written permission;

Shifting Marketplace purchases to direct sales to avoid Seller Fees is not permitted. If a purchase is made on The Shops at, cancelled by the Seller, then sold by the Seller to the same Buyer within 30 days of cancellation of the order on The Shops at, this will be treated as a sale and the Commission will be due and payable to SagaCity.

If we believe you are abusing Services or the Terms of this Agreement in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.

Policy Enforcement

When a Buyer or Seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both Buyers and Sellers. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate this agreement with anyone, for any reason at our discretion.

Seller Performance

Table of Contents

We always want to ensure Buyers have a great experience. To help ensure this, we’ve put in place minimum performance standards for areas within a Seller’s control, such as handling time and prompt problem resolution. You agree to comply at all times with all the policies and rules set forth in these Terms of Service. We may update these policies and rules from time to time. If we do, we will inform you in writing of any changes and post the updates in the Seller FAQs.

The Seller Performance Rating is a percentage score based on:

  • the number of transactions on the Marketplace that meet the following Seller Performance Metrics requirements (orders must be from at least 5 different customers):

On-Time %: Products are shipped with tracking information or pickup confirmation within 72 hours of purchase*;

  • Return Rate: Customer does not return item;
  • Cancellation Rate: Seller does not cancel order;
  • Complaint Rate: order does not generate a customer complaint;
  • Complaint Resolution Rate: complaint is closed without resolution by seller; and

the seller feedback score provided by customers

*Note that if a customer claims they did not receive an item or that the item arrived late, it will not be counted as late in Seller Performance Rating if tracking information was provided by the Seller.

Seller Performance Rating is calculated at the beginning of each quarter or after the sale of 400 units, whichever comes later (i.e., if a Seller has sold <400 units during a quarter, their Seller Performance Rating for the previous quarter will be maintained).

Good Seller Performance Discounts

If a seller achieves the following thresholds for ALL Seller Performance Metrics at the time of Seller Performance Rating calculation, they will receive a 2% commission reduction the following quarter.

Metric

On-Time %

Returns

Cancellation

Complaint

Complaint
Resolution

Feedback

Rating

> 97%

<5%

<0.5%

<5%

<1%

> 90%

Poor Seller Performance Penalties

If a Seller’s Performance Rating falls below the following thresholds for ANY metric, their listings will not be eligible for placement in merchandising or as featured listings in search results, and specific listings may be made ineligible for sale on the Marketplace. If performance ratings remain below these thresholds for more than one quarter, the Seller may be removed from the Marketplace altogether.

Metric

On-Time %

Returns

Cancellation

Complaint

Complaint
Resolution

Feedback

Rating

< 90%

>10%

>1%

>10%

>3%

< 0%

Termination of the Agreement

Table of Contents

This Agreement or your account may be terminated by either you or us with 30 days’ advance notice.

If this Agreement is terminated by either you or us, you agree to fulfill any existing orders from Buyers placed before the date of termination of the Agreement.

We or you may suspend or terminate your account or this Agreement with written notice immediately if it is determined that you or we have materially breached the Agreement and failed to cure within 7 days of a cure notice unless the breach exposes you or us to liability toward a third party, in which case the aforementioned cure period may be waived at reasonable discretion.

We may suspend or terminate your account or this Agreement immediately if (a) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; (b) your use of the Services has harmed, or our controls identify that it might harm, other sellers, customers, or our legitimate interests; or (c) your Seller Performance Rating falls below our published threshold(s) for deactivation. We will promptly notify you in writing 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, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.

Representations

Table of Contents

Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered and that you are registering for the Service(s) within such country; (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 one party to the other party or its Affiliates is at all times accurate and complete; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

Indemnification

Table of Contents

You will defend, indemnify, and hold harmless SagaCity, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Products, including the offer, sale, fulfillment (except to the extent attributable to the FBA service), refund, cancellation, return, or adjustments thereof, 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 SagaCity), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.

We will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) Our non-compliance with applicable Laws; or (b) allegations that the operation of an Marketplace Site infringes or misappropriates that third party’s intellectual property rights.

If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our 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.

Disclaimer & General Release

Table of Contents

The Marketplace Services, including all content, software, functions, materials, and information made available on or provided in connection with the Services, are provided "as-is." You use the Marketplace Services at your own risk. Except for those set forth in the “Indemnification” section of this Agreement, to the fullest extent permissible by law, we and our affiliates disclaim (a) any representations or warranties regarding this agreement, the Marketplace Services, or the transactions contemplated by this Agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (b) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (c) any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. We do not warrant that the functions contained in the Marketplace Services will meet your requirements or be available, timely, 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 the receipt, processing, acceptance, completion, or settlement of any transactions.

Because SagaCity is not involved in transactions between customers and sellers or other participant dealings, if a dispute arises between one or more participants, each participant releases SagaCity (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 such disputes.

Limitation of Liability

Table of Contents

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, 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 we have been advised of the possibility of those costs or damages. Further, 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 SagaCity in connection with the particular service giving rise to the claim.

Force Majeure: We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

Relationship of Parties

Table of Contents

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 SagaCity, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any Marketplace service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

Suggestions and Other Information

Table of Contents

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any SagaCity Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

Modification

Table of Contents

We will provide at least 14 days’ advance notice for changes to the Agreement. However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification.

 Your continued use of the Services after the effective date of any change to this Agreement will constitute your acceptance of that change.

Governing Laws

Table of Contents

The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Products. If the Elected Country is the United States, Canada, or Mexico, SagaCity and you both consent that any dispute with SagaCity or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify; (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights; and (iii) we may bring any claims related to your sale of counterfeit products on the Marketplace in the Governing Courts and seek any remedy available under law related to those claims. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would. Before you may begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. The expedited procedures of the AAA’s rules will apply only in cases seeking exclusively monetary relief under $50,000, and in such cases the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment. Likewise, SagaCity will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location. SagaCity and you 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 SagaCity and you each waive any right to a jury trial.

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 is void; provided, however, that upon notice to SagaCity, 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 SagaCity 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. SagaCity 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 Program Policies. Because SagaCity is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms (if the Elected Country for a Service is the United States)), or the customer’s agent for any purpose, SagaCity will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.

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. This Agreement 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.

Definitions

Table of Contents

"Confidential Information" means information relating to us, to the Services, or SagaCity 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; data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.

"Content" means copyrightable works under applicable Law and content protected by database rights under applicable Law.

"Excluded Products" means any items described on the applicable Restricted Products pages in our Seller FAQ, any other applicable Program Policy, or any other information made available to you by SagaCity.

"Governing Courts" means the state or Federal court in King County, Washington (if the Elected Country is Canada, Mexico, or the United States).

"Governing Laws" means the laws of the State of Washington, United States together with the Federal Arbitration Act and other applicable federal law.

"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.

"Order Information" means, with respect to any of Your Products ordered through a SagaCity Site, the order information and shipping information that we provide or make available to you.

"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

"Program Policies" means all policies and program terms provided on the Program Policies page.

"Sales Proceeds" means the gross proceeds from any of Your Transactions, including (a) all shipping and handling, gift wrap and other charges; (b) taxes and customs duties to the extent specified in the applicable Tax Policies; and (c) in the case of invoiced orders, any amounts that customers fail to pay to us or our Affiliates on or before the applicable invoice due date.

"Services" means each of the following services: https://seattlemet.myshopify.com/, www.theshopsatseattle.com, www.theshopsat.com, SagaCity accounts on fabric Marketplace, Shopify, and Avalara.

"Service Terms" means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.

"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you to SagaCity.

"Your Personnel" means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.

"Your Product" means any product or service (including Optional Coverage Plans) that you: (a) have offered through the Marketplace Service.

"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.

"Your Taxes" means any and all sales, Products and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange. 

"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

"Your Transaction" means any sale of Your Product(s) through the Marketplace Service.

"Refund Policies" means the return and refund policies published on the applicable Marketplace Site and applicable to products and services offered via that Marketplace Site.

"Expected Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed, two (2) business days after the date on which the relevant order is placed by the customer.

"Media Product" means any book, magazine or other publication, sound recording, video recording, software product, computer game, videogame, or other media product in any format, including any related subscription, offered through a SagaCity Site.

"Purchase Price" means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable Tax Policies).

"Remittance Calculation Date" is the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date").

"Required Product Information" means, with respect to each of Your Products in connection with a particular SagaCity Site, the following (except to the extent expressly not required under the applicable Program Policies): (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as SagaCity may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information; (d) product type information; (e) digitized image that accurately depicts only Your Product, complies with all Marketplace image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge; (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed, or that are necessary for the safe use of Your Product, in connection with the offer, merchandising, advertising, or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (p) the state or country Your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products).

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and delivery date.

"Street Date" means the date(s), if any, specified by the manufacturer, distributor, and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.

"URL Marks" means any Trademark, or any other logo, name, phrase, identifier, or character string, that contains or incorporates any top-level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a top-level domain (e.g., dot com, dotcom, net, or com).

329 NE Couch Street, Suite 200
Portland, OR 97232
Phone: 206-957-2234 • Fax: 206-447-3388
© 2026 Pacific Media Group