Vendor Agreement Terms of Service

These Terms of Service reflect the way The Open House's business works, the laws that apply to our company, and certain things we we've believed to be true. As a result, these Terms of Service help define The Open House's relationship with you as you interact with our services.

Understanding these terms is important because, by using our services, you're agreeing to these terms.

• "Agreement" refers to the Vendor's fully executed Vendor Agreement combined with these Terms of Service.
• "Art Gallery Item" or "Art Gallery Item(s)" refers to artwork that is suitable for display via hanging directly on an interior or exterior wall.
• "Company" or "The Company" refers to The Open House, LLC, its employees, owners, contractors and its affiliates.
• "Craft Item" or "Craft Item(s)" refers to all other Item(s) that do not fit within the scope of an Art Gallery Item.
• "Service" or "Services" refers to the services the Vendor selects when completing their Agreement with The Company.
• "Vendor" refers to you or your business, its employees, owners, contractors, and its affiliates.
• "WPP" refers to the Wholesale Product Price

The Company agrees to list, showcase, or otherwise offer for sale/resale individual products and/or services (an "Item") supplied by the Vendor in its retail presence(s) during its regularly posted business hours and/or online from time to time in accordance with the Service. The charges associated with the Services are provided upon the Vendor completing an Agreement and upon every renewal of the Agreement.

In addition to the above, the following services will be provided by The Company:

• The Company will conduct marketing campaigns utilizing various mediums to promote all, or a subset of all, Item(s) offered for sale by The Company via consignment.
• The Company will be responsible for all payment processing charges including credit card processing charges or other payment processing fees.
• The Company will display Vendor Item(s) in a manner in which it sees fit in the sole and absolute discretion of The Company.
• The Company will provide the Vendor with a reporting of all sales of Vendor Item(s) by the seventh (7th) of each calendar month for the preceding calendar month.
  • The Vendor will, using this sale information, generate an invoice to The Company reflecting those sales by the fourteenth (14th) of each calendar month for the preceding calendar month and such an invoice will serve as a receipt provided to The Company of all Item(s) sold to The Company by the Vendor for the preceding month; or,
  • The Vendor may sign off on the sales data, either electronically or otherwise, and upon sign off, the sales information will be construed as a receipt provided to The Company of all Item(s) sold to The Company by the Vendor in for the preceding month.
• The Company, if required for its accounting and tax purposes, will supply the Vendor with a 1099 each calendar year in which the Vendor is engaged in business with The Company.

Agreement Term

Unless otherwise noted on the Agreement, the term of the Agreement (the "Term") will consist of three (3) calendar months beginning upon the date indicated on the Agreement. The Vendor may choose to renew their Agreement at the then current rates provided by The Company in accordance with its operating policies; however, The Company may refuse renewal of the Agreement within its sole and absolute discretion.

Renewal of the Agreement requires the acceptance and execution of the then current Agreement as provided by The Company.

Vendor may opt for the automatic renewal of the Agreement (a "Subscription") every three (3) calendar months by supplying the Company with credit card information that will be retained on file with the Company's credit card processor. To cancel the Subscription, Vendor must notify the Company, in writing, a minimum of fifteen (15) days before the Subscription renewal to cancel the Subscription. In the event that an automatic Subscription payment is rejected or otherwise declined by the Vendor's credit card issuer, the Company will automatically cancel the automatic renewal of the Agreement.

Renewal

In the event the Vendor forgoes renewal of the Agreement, the Vendor shall have forty-eight (48) hours from the end of the Term to collect unsold Item(s) from The Company. If the Vendor fails to collect such unsold Item(s) from The Company within forty-eight (48) hours after the end of the Term, such Item(s) will become the sole and exclusive property of The Company and the Vendor will waive any rights, title, or claims for the Item(s) and will forfeit all proceeds of the sale of the Item(s).

If the Vendor wishes to renew the Agreement, the Vendor must notify The Company a minimum of seven (7) calendar days before the Term expiration to avoid The Company pulling any Item(s) from display at the end of the Term. The Company will make every reasonable effort to notify the Vendor of the pending expiration of the Agreement at least fourteen (14) days before such expiration occurs.

Not withstanding the foregoing, in the event that the Vendor's Agreement lapses and The Company has a reasonable belief that the Vendor intended to renew services, The Company may withhold or otherwise deduct past due Agreement renewal charges from any monies due to the Vendor for the sale of any Vendor Item(s). In the event that the sale of Vendor Item(s) does not resolve any past due amounts, The Company may retain possession of Vendor Item(s) until such past due balances are resolved.

Early Termination Right

The Vendor may terminate the Agreement early upon convenience; however, the Vendor will remain responsible to The Company for any charges for the Services for the full length of the term. Any such unpaid charges will become immediately due upon the early termination of the Agreement. Upon early termination, the Vendor shall have forty-eight (48) hours to collect unsold Item(s) from The Company. If the Vendor fails to collect such unsold Item(s) from The Company within forty-eight (48) hours, such Item(s) will become the sole and exclusive property of The Company and the Vendor will waive any rights, title, or claims for the Item(s) and will forfeit all proceeds of the sale of the Item(s).

If The Company elects to terminate the Agreement before the completion of the Term, The Company will return to Vendor any whole, unused and paid, months in accordance with the terms set forth in Schedule 1.

Agreement Payment Terms

The Vendor will submit payment for the Total Term as shown in their Agreement upon execution of the Agreement.

Non-Exclusivity

Nothing in the Agreement will be construed to (a) make the Vendor a sole supplier of The Company, (b) make The Company the sole sales channel for the Vendor, (c) grant any exclusive rights to the Vendor or Company, or (d) prohibit The Company from obtaining similar Item(s) from other parties. Notwithstanding the preceding provision, the Vendor agrees to not offer, or cause to offer, for sale any Item(s) currently offered for consignment with The Company within jurisdictional boundaries of Sandusky County, Ohio during the Term of the Agreement unless authorized to do so in writing by The Company.

Non-Solicitation

Vendor shall not, during the Agreement and for a period of two (2) years immediately following termination of the Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any other vendors, customers, or clients of The Company on whom the Vendor called or became acquainted with during the terms of the Agreement, either for their own benefit, or for the benefit of any other person, firm, corporation, or organization without the explicit written consent of The Company.

Currency

All funds exchanged between The Company and Vendor will be fixed in U.S. Dollars for the Term of the Agreement.

Taxing Requirements

The Vendor will supply to The Company a completed IRS Form W-9 upon execution of the Agreement. The Company will retain the W-9 information for accounting and taxation purposes. If, at any time, during the Term of the Agreement or a calendar year in which the Vendor engages in business with The Company, the information supplied by the Vendor on the W-9 requires updating, the Vendor is responsible for supplying such information on an updated W-9 to The Company.

Sales/Use Tax Collection

The Company, being a registered vendor in the State of Ohio, will collect sales and/or use tax for all applicable sales and transactions made through its operations. The Company is responsible for remitting all sales and/or use taxes collected on each sale or transaction conducted by or through The Company to the required agencies as part of its operations. The Vendor is responsible for all sales tax collected and reported to relevant agencies for products and/or services not offered for or sold by The Company.

The Company will supply the Vendor with its Sales and Use Tax Unit Exemption Certificate upon the execution of the Agreement.

Independent Agent

Vendor agrees that its performance under the Agreement will be that of a vendor, or in the case of commissioned items, an independent contractor, and nothing will at any time be construed to create a relationship of employer and employee, partnership, principal agent or joint venture between the Vendor and The Company. In the performance of the Agreement, the Vendor is not an agent of, or authorized to transact business, enter into agreements, or otherwise make commitments on behalf of The Company unless expressly authorized in writing by the managing member of The Company. The Company will not pay or withhold federal, state, or local income taxes or other taxes of any kind on behalf of the Vendor. Vendor is responsible for the payment and reporting of all required payroll taxes, whether federal, state, or local in nature, including but not limited to income taxes, Social Security taxes, Federal Unemployment Compensation taxes, and any other fees, charges, licenses, or payments required by law.

Warranty

Vendor represents and warrants to The Company that (a) to the extent required, Vendor has obtained all rights, licenses, permissions, clearances and/or approvals necessary in connection with the performance of the Agreement; and, (b) Vendor complies and will comply with all applicable laws; and, (c) Vendor will remedy any damage arising from any warranty breach; and, (d) Vendor’s use of the Services will not infringe any third-party intellectual property right, (e) Company’s sale/resale of Vendor’s Item(s) will not infringe any third-party intellectual property right; and, (f) Vendor has the right to provide the Item(s) hereunder for sale to The Company.

Vendor also warrants that Vendor has the right to provide and license all Item(s) and that Item(s) provided will be in a first-class workmanlike manner and materials provided by The Company will be new, unless otherwise specified, and in conformance with the Agreement, and that any damage arising from any breach of this warranty will promptly be remedied by the Vendor at its sole expense. Each party represents and warrants to the other party that (a) it has the full corporate right, power and authority to enter into the Agreement and to perform the acts required of it under the Agreement; (b) its execution of the Agreement by such party and performance of its obligations do not and will not violate any agreement to which it is a party or by which it is bound; and (c) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.

Consignment Basis

The Vendor agrees to provide Item(s) for sale on a consignment basis. The Company will not be responsible for, or otherwise committed to, purchasing, paying, or otherwise remitting to the Vendor any funds for any Item(s) provided by the Vendor unless the Item(s) have been included in a sale or other transaction to a Company patron. The Vendor retains full ownership, right, and title to all Vendor supplied Items(s) in the possession of The Company until The Company completes a sale or transaction of such Item(s) to a Company patron. The Company may, in its sole and absolute discretion, refuse or otherwise prohibit Vendor Item(s) from inclusion in the Services if it believes that such Item(s) are, but not limited to, of insufficient quality, taste, or quantity, illegal in nature, or do not compliment other Item(s) offered for resale by The Company.

Stocking Items

The Vendor may deliver, or cause to be delivered, replenishment stock Item(s) to The Company during the normal posted business hours of The Company. Deliveries may not be accepted if not received a minimum of one (1) hour before the posted closing time for the day.

Use of Name, Brand, and Marks

The Vendor hereby authorizes The Company to utilize its name, brand, and/or marks in marketing material generated, distributed, and published by The Company in any medium.

Product and/or Service Pricing

The Vendor will supply a WPP for Items provided for consignment to The Company. An Item’s WPP may not be raised by the Vendor once the Item(s) is listed, showcased, or otherwise offered for sale/resale by The Company; however, the Vendor may decrease the WPP for the Item upon written request to The Company.

The Company, in its sole and absolute discretion reserves the right to mark up or otherwise increase the final sale price of any Item sold/resold by The Company during its ordinary course of business. The Vendor will be entitled to receive, at maximum, the WPP provided by the Vendor for each Item. The Company is entitled to and will retain all markups and/or profits because of the difference between the sale price and the Vendor supplied WPP. The Company is not and cannot be held responsible for the lack of sales of any Vendor Item(s), loss of revenue, or lack of profitability on the Vendor’s part due to markup added by The Company added to any Vendor Item(s) during its normal course of business. It is recommended, but not required, that Vendors provide The Company with a favorable WPP that is fifteen percent (15%) or more below any pricing that the Vendor may have Item(s) listed for via their own e-commerce site, retail shop, or other third-party outlets to avoid pricing conflicts between The Company and other such outlets that may result in reduced sales of the Vendor’s Item(s) through The Company’s sales outlets.

The Company, in its sole and absolute discretion, and from time to time, may offer discounts and/or sales promotions to promote the Item(s) of one or many vendors in which it engages in business. Such sales and/or discounts will be the responsibility of The Company and the Vendor will not receive less than the WPP for each Item unless the Vendor has authorized a discount on the WPP in support of the promotion in writing.

Item Tagging

The Vendor may affix or otherwise attach its own branding and/or tags to Item(s) to provide brand recognition to The Company’s patrons; however, such tags must not have, or otherwise indicate, any Item(s) price, cost, or otherwise that may conflict with The Company’s ability to price the Item(s) independently as provided in the Agreement.

The Company may affix or otherwise attach its own item tag depicting the Item(s) price, inventory control number, and/or Company brand to Vendor provided Item(s) during its ordinary course of business.

Sales Reporting

The Company will generate and provide the Vendor with a report of sales of Vendor supplied Item(s), including the aggregate WPP value(s), by the 7th of each calendar month for the preceding calendar month (“reporting period”). The report of sales will be provided via electronic means. The Vendor reserves the right to (a) sign off on the sales report; or, (b) generate an invoice to The Company based on the supplied sales data that The Company will then use as a receipt to remit payment for the Item(s).

Vendor Payment Terms

The Company will remit payment to the Vendor for each reporting period by the 20th of each calendar month. Such payments will be made by Company check and will be mailed to the address provided in the introductory paragraph of the Agreement; or, such payments may be made by any legally available and mutually agreed upon electronic means (i.e., PayPay®, Cash App® Venmo®, etc.).

Disputes

In the event the Vendor disputes any information contained in the sales report(s) provided by The Company, such disputes must be provided to The Company, in writing, detailing the disputed item(s), amount(s), and the Vendor’s requested relief, no later than the 10th of each calendar month. If such disputes are not submitted to The Company by the 10th of each calendar month the sales report information will be considered valid and the Vendor waives all further rights to dispute the sales reports for the reporting period. Once the Vendor either (a) submits an invoice for payment to The Company for the reporting period; or, (b) signs off on the sales report provided by The Company, the sales report for reporting period will be considered accepted by the Vendor and will no longer be considered eligible for dispute.

The Company may, from time to time, solicit the Vendor to perform specific commissioned pieces (otherwise known as “Custom orders”) (a “Commission”) on behalf of Company patrons.

For the purposes of clarity, notices from The Company to the Vendor regarding (a) refilling stock of currently consigned Item(s); or, (b) recommended themes for seasonal items; or, (c) reproductions of Item(s) currently provided to The Company for consignment by the Vendor are not considered a Commission and the rules of consignment above apply.

The Company will provide a Request for Bid (“RFB”) detailing the Commission requirements, including a date for completion (“due date”) to the Vendor for Commissions materially similar, in The Company’s sole an absolute discretion, to Item(s) the Vendor has provided for consignment with The Company. If (a) the Vendor refuses to bid on the Commission; or, (b) does not provide a response to the RFB within three (3) calendar days; or, (c) the Commission is not materially like Item(s) offered for consignment by any vendor under contract with The Company for consignment, the RFB will be provided to all vendors with an active Vendor Agreement with The Company.

The Vendor’s response to any RFB shall be considered a quote, valid for a minimum of thirty (30) days, by The Company and The Company, in its sole and absolute discretion, will select the winning bid for the Commission using whatever means it sees fit to meet the request of The Company patron.

For the purposes of the Agreement, such Commissions shall be deemed “work made for hire” under federal copyright law and all ownership rights to such commissions belong to The Company. Should such Commissions not constitute a “work made for hire” under copyright law, Vendor hereby grants, transfers, assigns, and conveys to Company and its successors and assigns, the entire right, title, and interest in the Work or any part thereof, including but not limited to the right to reproduce, prepare derivative works, distribute by sale, license or other transfer; to perform publicly, to display and to secure copyrights or patents and renewals, reissues, and extensions of any such copyrights or patents in the United States of America or any foreign country. Whether a copyright or patent of any Commissions will be maintained or registered in the United States of America or any foreign country shall be at the sole discretion of The Company. The Vendor agrees to cooperate fully with The Company in the preparation and execution of all documents necessary or incidental to this assignment and the protection and preservation of rights herein granted to The Company.

The Company hereby offers its space for the Vendor to conduct classes, training sessions, or other group events on- demand (collectively, the “Class(es)”). Such Classes must be scheduled with The Company a minimum of thirty (30) days in advance of the proposed event and must not conflict with any prior scheduled Class by the Vendor or any third- parties. The Vendor will be responsible for the non-refundable per Class charge as defined in Schedule 1 at the time of scheduling the class.

Vendor further acknowledges and agrees that all Classes to be held on Company premises will incur the charges outlined below. Vendor further acknowledges all Class registrations will take place through The Company’s sales channel(s) when utilizing Company premises.

The Vendor will supply a Class WPP to The Company and The Company reserves the right to markup the ticketed price of the Classes by any amount(s) referenced in Schedule 1 of the Agreement. If, the Vendor processes Class registrations outside of The Company’s sales channel for Classes on The Company’s premise, the Vendor will be responsible for the difference between The Company’s advertised price for that Class and the Class WPP.

The Company will remit to the Vendor the aggregate amount of the Class WPP of the students who (a) attended the Class, and; (b) paid for the class via The Company sales channel(s) at the completion of the Class when the Class is conducted during the normal posted business hours of The Company; or, if conducted outside the normal posted business hours, within two (2) business days. Such payments will be made by Company check.

The Vendor is responsible for supplying all necessary supplies, tools, etc. to conduct the Vendor’s respective Class(es). The Vendor is responsible for all cleanup of The Company’s facilities following the completion of a Vendor scheduled Class. Vendor will, with reasonable diligence, protect the property of The Company while conducting Classes on its premise.

The Company will supply, at minimum, tables, seating, electricity, space, restroom(s), and environmental conditions suitable for the Classes. If additional requirements are needed, The Company may supply those additional requirements at its sole discretion. Such additional requirements may incur additional charges. The Company cannot and will not be held liable for any damages to Vendor equipment, supplies, or tools because of misuse, wear or tear, or other breakage caused by Class participants or Company facilities.

Class ticket prices will be set by the Vendor and then marked up by no more than twenty percent (20%) ("class charge") and this class charge shall be retained by the Company. If the Vendor running the class requires hands-on assistance to run the class, this can be provided at a cost of fifteen dollars ($15.00) per hour. Class sizes will be limited to space available and activity safety.

Limits of Liability

Company’s liability for damages arising out of the furnishing of these Services shall be limited to the funds remitted by the Vendor to The Company for the charges as outlined in the Agreement.

Insurance

The Vendor is responsible for maintaining necessary insurance, as it sees fit, for the Item(s) provided for consignment to The Company. The Company cannot and will not be held responsible for lost, stolen, damaged, or otherwise unsaleable Item(s) in its possession except for acts of gross negligence by The Company. In the event of such loss because of Company gross negligence, The Company’s will be responsibility for the Item(s) will be limited to the WPP for the Item(s).

Heading, Captions, and Interpretation

The headings and captions used in the Agreement are for the convenience of the parties only and will not be interpreted to enlarge, contract, or alter the terms and provisions of the Agreement. Each capitalized term applies equally to both the singular and plural forms thereof. The parties hereby acknowledge and agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of the Agreement or any exhibits or schedules to the Agreement. No course of dealing, course of performance or usage of trade may be considered in the interpretation or enforcement of the Agreement. The parties waive any right they may have to introduce evidence of any such course of dealing, course of performance or usage of trade.

Notices

Any notice to be given hereunder by any part to the other may be affected either by personal delivery in writing, or by mail, registered or certified, postage pre-paid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of the Agreement, but each party may change their address by written notice in accordance with this paragraph. Notices delivered in personal shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of seven (7) days after mailing. Vendor agrees to keep Company current as to their business and mailing addresses, as well as telephone number(s) and email address(es).

Waiver

The failure of either party to require performance of any provision herein will not operate as a waiver of the right to request performance of the same or like provisions, or any other provisions hereof, later.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Agreement, or for any loss or damage resulting therefrom, due to acts of God, the public enemy, terrorist activities, riots, fires, temporary closures due to pandemic(s), and similar causes beyond such party’s control. In the event of such failure or delay, the date of delivery or performance shall be extended for a period not to exceed the time lost by reason of the failure or delay; provided that the party affected by such delay is using reasonable commercial efforts to mitigate or eliminate the cause of such delay or its effects and, if events in the nature of the force majeure event were foreseeable, used commercially reasonable efforts prior to its occurrence to anticipate and avoid its occurrent or effect. Vendor shall have no obligation to make any payments to The Company during the period of failure or delay. Each party shall notify the other in writing promptly of any failure or delay in, and the effect on, its performance. Notwithstanding the foregoing, Company shall not be excused from its performance hereunder in the event of a strike, walkout, work stoppage, or other labor dispute affecting its personnel, those of Vendor, or those of a third party. If any work hereunder calls for Company to perform disaster recovery, business continuity or other services of a similar nature, nothing in this section shall relieve The Company of its obligation to perform such Services.

Attorney's Fees and Costs

If any action at law or in equity is necessary to enforce or interpret the terms of the Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and other necessary disbursements incurred either before or after judgement in addition to any other relief to which such party may be entitled.

Mediation and Arbitration

Any controversy between the parties to the Agreement involving the construction or application of any of the terms, provisions, or conditions of the Agreement, shall on written request of either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the Ohio unless the Parties stipulate otherwise. The parties shall each appoint one person to hear and determine the dispute and, if they are unable to agree, then the two persons so chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties. The attorney’s fees and costs of arbitration shall be borne by the losing party, as set forth in the Attorney’s Fees and Costs section of the Agreement, unless the Parties stipulate otherwise, or in such proportions as the arbitrator shall decide. Each party hereby waives its right to a jury trial in connection with any dispute or legal proceeding arising out of the Agreement or the subject matter hereof.

Indemnification

Vendor shall defend, indemnify, hold harmless, and insure Company from all damages, expenses, or liability resulting from or arising out of, any negligence or misconduct on Vendor’s part, or from any breach or default of the Agreement which is caused or occasioned by the acts of the Vendor. Vendor shall insure that its employees and affiliates take all actions necessary to comply with the terms and conditions set forth in the Agreement. Vendor shall name Company as an additional insurance on all related insurance policies including workers compensation and general liability.

Entire Agreement

the Agreement is an independent document and supersedes all other Agreements, either oral or in writing, between the parties hereto, except any Confidentiality, Trade Secret, Non-Compete, Non-Disclosure, Indemnification, or Arbitration Agreement. the Agreement contains all the covenants and Agreements between the parties, except for those set forth in any Confidentiality, Trade Secret, Non-Compete, Non-Disclosure, or Arbitration Agreement.

Representation

Each party of the Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement, or promise not contained in the Agreement shall be valid or binding. Any modification of the Agreement shall be effective only if it is in writing, signed and dated by all parties hereto.

Severability

If any term or provision of the Agreement is held to be void or unenforceable, that term or provision will be severed from the Agreement, the balance of the Agreement will survive, and the balance of the Agreement will be reasonably construed to carry out the intent of the parties as evidenced by the terms of the Agreement.

Governing Law

the Agreement shall be governed by, and construed under, the laws of the State of Ohio, United States of America.

We may update these terms and service-specific additional terms (1) to reflect changes in our services or how we do business — for example, when we add new services, features, technologies, pricing, or benefits (or remove old ones), (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm.

If we materially change these terms or service-specific additional terms, we’ll provide you with reasonable advance notice of at least fourteen (15) days and you will have the opportunity to review the changes, except (1) when we launch a new service or feature, or (2) in urgent situations, such as preventing ongoing abuse or responding to legal requirements. We encourage you to review these terms regularly. If you don’t agree to the new terms, you should notify us immediately and refrain from using the Service(s) in accordance with the Early Termination portion of these Terms of Service.

If you have any questions or concerns regarding the Agreement or these Terms of Service, please reach out to us at accounting@theopen.house.