Vendor Portal Terms of Use

These Vendor Portal Terms of Use ("Terms of Use") govern all access and use of the Vendor Portal website of zulily, llc located at https://portal.zulily.com (the "Portal") by the third-party vendors and licensors ("you", "your", "your company") who supply the products, services and brands available for sale on zulily’s website. Your continued access and use of the Portal is conditioned upon your agreement to each of the terms and conditions express in these Terms of Use. Please take time to read them carefully. If you do not agree to be bound by each of the following terms, please do not sign in or otherwise continue to access the Portal.

Future Updates

As our business and use of the Portal continues to evolve, we may update and revise these Terms of Use over time. We will provide notice of any material changes by posting revised Terms of Use in the Portal. Any changes will become effective immediately when posted in the Portal and will govern all access and use of the Portal thereafter. You agree that your continued use of the Portal following our posting of any revision will constitute your formal acceptance and agreement to the Terms of Use as revised.

Access and Use

Your continued access and use of information and features presented in the Portal remains at all times within zulily’s exclusive discretion and control. We may revoke or limit your Portal access at any time, or alter the Portal’s functionality, its features or the extent to which information is accessible to you through the Portal as we see fit. It is our practice, currently, to permit your access free of charge to certain proprietary sales information derived from our resale of your products to consumers on our website. We reserve our right to request consideration from you in the future, such as an access fee or elevated shipping or fulfillment performance, in exchange for your future access to this and any other proprietary information owned by zulily.

Binding Authority

By signing in to the Portal, you represent and warrant that you have proper authority to do so and to bind your company with respect to all actions taken, including approval of website content relating to products and services to be sourced through you, acceptance of and agreement to zulily’s Vendor Terms and Conditions, Hong Kong/Singapore Addendum, Australia Addendum and UK/Ireland Addendum, confirmation of inventory availability, and confirmation of the assortment of your products or services to be offered for sale in an event on our website ("Event", "Events"). You agree to safeguard and protect the confidentiality of your Portal login credentials, such as the email address and password used currently, and that you will share them only on a need to know basis with those within your company who have authority to bind your company on all matters relating to an Event. You agree to notify us immediately if you believe the confidentiality of your login credentials has been compromised, or if you suspect any unauthorized access or use of the Portal through your account, or otherwise believe the security of your account or the Portal has been breached.

Event Content

You agree that you will promptly review all content regarding the products or services to be offered for sale in each of your Events prior to each Event going live on zulily.com, and that all Event content, including product images, product, brand and company descriptions, and product claims of any kind: (a) are accurate, complete and not misleading, (b) are owned by you or properly licensed to you and do not infringe or misappropriate the intellectual property or proprietary rights of others, and (c) are fully substantiated by you in the case of product claims or similar representations of fact, such that you possess a reasonable basis to believe each such statement is truthful and not misleading.

You agree not to use, or encourage, promote, facilitate or instruct others to use the Portal for any illegal, harmful, offensive or unauthorized purpose, or to transmit, store, display, distribute or otherwise make Portal content available to others. Additionally, you agree not to use the Portal to: (a) upload, transmit, or distribute any computer viruses, worms, or any software that could damage or alter the Portal or any related computer system or data; (b)  access, harvest, collect, reverse engineer, gather or assemble information or data regarding other Portal users or events; (c)  interfere with or disrupt servers or networks connected to the Portal; (d) attempt to gain unauthorized access, through password mining or other means, to any part of the Portal or a computer system or network connected to the Portal that is not expressly authorized for your use or directly related to your company or its Event; or (e) access the Portal from a shared or public computer that could jeopardize the security of the information in the Portal. We reserve the right, but do not assume the obligation, to review or investigate any use of the Portal and to take appropriate action against you, in our sole discretion, for any violation of the terms of this paragraph, including the immediate removal of your access to the Portal, and reporting you and/or anyone acting on your behalf to law enforcement authorities. 

Ownership of Portal Content

You agree that all information you provide to us about your company constitutes business rather than personal information (except in the case of personal guarantees), and that such information will be continuously monitored and updated by you to ensure that all contact and other information about your company is accurate and complete. Any raw data or expression in tangible media (such as a product image or logo) that you directly submit to us through the Portal is referred to herein as "User Supplied Content." All other data content, information and expressions in tangible media and copyrights generated by or appearing in the Portal is exclusively owned by zulily and referred to herein as "Proprietary Content." For clarity, Proprietary Content includes all individual and compiled tangible expressions and functionality of the Portal itself, including the manner in which information is assembled and/or displayed in the Portal and all reports, analytics and other content generated by or accessible through the Portal, as well as all content uploaded to the Portal by zulily or created by zulily, such as zulily-created product and brand descriptions, zulily-created product images and any other material appearing in the Portal with the exception of User Supplied Content. You acknowledge and agree that any and all Proprietary Content belongs solely to zulily and you have no, and shall not acquire, any ownership right or proprietary interest in the Proprietary Content. You further acknowledge and agree that the Proprietary Content, including all zulily data, reports, and creative copy or images, is strictly confidential and may be used by you solely to fulfill your obligations to zulily directly relating to your Events. You may not disclose or share Proprietary Content with others without our prior written consent. You further acknowledge and agree that neither you nor anyone in your company will extract screenshots, print or otherwise reproduce Proprietary or share Proprietary Content with any third party without first obtaining zulily’s written consent to the disclosure.

Disclaimer of Warranties

YOUR ACCESS AND USE OF THE PORTAL, INCLUDING, WITHOUT LIMITATION, ALL PROPRIETARY CONTENT, IS PROVIDED TO YOU ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER ZULILY, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, AND ANY OTHER COMPANY UNDER COMMON CONTROL WITH US (COLLECTIVELY, THE "ZULILY PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PORTAL; (B) THE PROPRIETARY CONTENT; (C) USER SUPPLIED CONTENT DERIVED FROM YOU OR OTHERS; OR (D) THE LEVEL OF SECURITY ASSOCIATED WITH YOUR OR ANY THIRD PARTY’S ACCESS OR TRANSMISSION OF INFORMATION TO ZULILY OR VIA THE PORTAL. IN ADDITION, THE ZULILY PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE ZULILY PARTIES DO NOT REPRESENT OR WARRANT THAT THE PORTAL OR ITS CONTENT WILL BE ERROR FREE OR UNINTERRUPTED; THAT ITS SECURITY WILL BE ERROR-FREE OR SUFFICIENT TO DETECT OR PREVENT HARMFUL INTRUSIONS; THAT DEFECTS WILL BE PROMPTLY IDENTIFIED AND CORRECTED; OR THAT THE PORTAL SYSTERMS OR SERVERS WILL BE FREE FROM HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES, MALWARE OR OTHER COMPUTER TECHNOLOGY CAPABLE OF DAMAGING, INTERFERING WITH, OR EXPROPRIATING ANY DATA, PROGRAM OR SYSTEM. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

THE ZULILY PARTIES SPECIFICALLY DISCLAIM RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY PROPRIETARY CONTENT OR USER SUPPLIED CONTENT.

Limitation of Liability

IN NO EVENT SHALL THE ZULILY PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE PORTAL, THE USER SUPPLIED CONTENT OR PROPRIETARY CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PORTAL, IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF USE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO $100.00. WE AGREE THAT ANY CLAIM BETWEEN US ARISING OUT OF OR RELATED TO THESE TERMS OF USE MUST BE BROUGHT WITHIN ONE (1) YEAR.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE-REFERENCED LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Indemnification

You agree to indemnify and hold the Zulily Parties harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Portal, (b) your User Supplied Content, or (c) your breach of any representation or warranty or other violation of these Terms of Use. zulily reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of zulily. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Governing Law

These Terms of Use shall be governed by the laws of the State of Washington without regard to its choice of law provisions. You hereby expressly consent to personal and exclusive jurisdiction of the state and federal courts sitting in King County, Washington. The prevailing party in any dispute between you and zulily arising from these Terms of Use shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such dispute.

Entire Agreement

These Terms of Use and, to the extent applicable, zulily’s Vendor Terms and Conditions, Hong Kong/Singapore Addendum, Australia Addendum and UK/Ireland Addendum, confirmation of inventory availability, and confirmation of the assortment of your products or services to be offered for sale in an event on our website ("Event", "Events"). You agree to safeguard and protect the confidentiality of your Portal login credentials, such as the email address and password used currently, and that you will share them only on a need to know basis with those within your company who have authority to bind your company on all matters relating to an Event. You agree to notify us immediately if you believe the confidentiality of your login credentials has been compromised, or if you suspect any unauthorized access or use of the Portal through your account, or otherwise believe the security of your account or the Portal has been breached.

03/2017