TERMS AND CONDITIONS
By participating in Faire’s Geographic Exclusivity program (“Faire Exclusivity”), whether you are a Retailer that is signing up for geographic exclusivity with a specific Brand, or a Brand that is electing to make geographic exclusivity available to participating Retailers, you are agreeing to these terms and conditions (“Geographic Exclusivity Terms”), which are incorporated into and subject to Faire’s Terms of Service (the “Faire TOS”). Capitalized terms not defined in these Geographic Exclusivity Terms have the meanings given in the Faire TOS. More information on Faire Exclusivity, and answers to frequently asked questions, can be found in Faire’s Help Center, all of which shall be incorporated herein. In the event of any conflict between these Geographic Exclusivity Terms, the Faire TOS and/or and information in Faire’s Help Center, these Geographic Exclusivity Terms shall control. Faire Exclusivity may not be available in every region or country or for every Brand or Retailer, and Faire determines eligibility in its sole discretion. If Faire Exclusivity is available to you, you will see it in the navigation menu after logging into your Faire account. Any translated version of this document is provided for convenience only. The English version of this document shall control in the event of any conflict.
IMPORTANT: THE COMMITTED SPEND DESCRIBED BELOW IS THE RESPONSIBILITY OF THE PARTICIPATING RETAILER. FAIRE IS IN NO WAY RESPONSIBLE TO ANY BRAND OR THIRD PARTY FOR THE COMMITTED SPEND (IN WHOLE OR IN PART) THAT IS NOT MET BY THE APPLICABLE RETAILER. ANY ACCOMMODATIONS MADE BY FAIRE ARE AT ITS SOLE DISCRETION AND ARE NON-PRECEDENTIAL. ANY DISCRETIONARY PAYOUT BY FAIRE IS MADE AS A SEPARATE, VOLUNTARY COMMERCIAL ARRANGEMENT AND DOES NOT ALTER THE AGENCY RELATIONSHIP OR THE TRANSACTION PRICE OF THE UNDERLYING EXCLUSIVITY AGREEMENT.
- What is Faire Exclusivity?
Faire Exclusivity allows participating Brands to establish custom agreements with participating Retailers in order for the applicable Retailer to have exclusivity in a pre-defined geographic scope agreed to by the Brand (each, an “Exclusivity Agreement”). Subject to these Exclusivity Terms, Brands can create custom exclusivity agreements with a unique annual spend for each participating Retailer. Retailers can initiate requests with Brands to ask that such exclusivity be established, and Brands can accept, decline or make a counter-offer to such Retailer requests. Alternatively, Retailers can instantly activate geographic exclusivity by committing to a single required annual spend that a Brand sets for all participating Retailers. For the purposes of these Geographic Exclusivity Terms, the amount a particular Retailer commits to spending with the applicable Brand is called the “Committed Spend.” The Committed Spend equals the committed gross invoice value (before commission and payment-processing fees) of orders placed by Retailer through the Services during the Geographic Exclusivity Period (defined below)). For the avoidance of doubt, the Committed Spend applies only to purchases made on the Services. Please note that the Committed Spend represents Retailer order volume, and Brands are expected to ship products for all payments within an Exclusivity Agreement.
- Exclusivity Agreements
Subject to these Geographic Exclusivity Terms, all Exclusivity Agreements have a twelve (12) month duration and begin on the date Faire Exclusivity is activated between a participating Retailer and participating Brand (the “Geographic Exclusivity Period”). All orders placed by a participating Retailer via the Services during the Exclusivity Period count toward that Retailer’s Committed Spend with the participating Brand.
- Committed Spend
By participating in Faire Exclusivity, the Retailer expressly acknowledges and agrees that it is making the contractual commitment to spend the amounts comprising the Committed Spend with the participating Brand. Except in the specific circumstances listed below, Retailer will be charged the remaining balance at the end of the Geographic Exclusivity Period. Retailer will then have a credit in its account to be spent with the participating Brand within 60 days. Retailers are entitled to place Orders with such participating Brand within those 60 days for any exclusivity credit they receive. At the end of such time period, the participating Brand will be paid out any unspent credit less Faire's Commission and Payment Processing Fee (as such terms are defined in the Faire TOS). For the avoidance of doubt, the Participating Brand is required to ship products ordered by the applicable Retailer in exchange for receiving such remaining balance of the Committed Spend (such orders must be placed by Retailer within 60 days following the end of the Exclusivity Period in order for this requirement to apply).
- Cancellation Policy
An Exclusivity Agreement may be cancelled in limited circumstances prior to the expiration of the Geographic Exclusivity Period, as set forth below. Once cancelled, the participating Retailer will no longer be required to meet the participating Brand’s Committed Spend and will no longer have exclusivity with such Brand.
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Limited Brand Cancellation Window: The participating Brand may cancel within 30 days of entering into the Exclusivity Agreement for any or no reason without penalty.
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Limited Retailer Cancellation Window: The participating Retailer may cancel within 30 days of entering into the Exclusivity Agreement for any or no reason without penalty. Additionally, Faire may cancel the Exclusivity Agreement if no orders are placed within 30 days of the date of the Exclusivity Agreement without penalty to the Retailer.
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Extenuating circumstances: As determined by Faire in its reasonable business judgment, circumstances may arise that require early cancellation of an Exclusivity Agreement. These circumstances include those raised by the participating Retailer or otherwise determined by Faire in its reasonable discretion, and Faire will permit the participating Retailer to request cancellation (e.g., financial hardship, events out of the Retailer’s reasonable control (“force majeure” events)).
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Retailer Risks: Faire may monitor Faire Account activities and risks to determine if any particular Retailer would likely be unable to meet its Committed Spend obligations. In such instances, Faire may at its discretion elect to settle such Exclusivity Agreement early. If Faire is unable to charge the participating Retailer at the end of the Geographic Exclusivity Period, the Pro-Rated Payout provision directly below applies.
- Pro-Rated Payout: Where Faire determines that cancellation is appropriate under the circumstances, Faire will in its reasonable discretion consider providing the participating Brand with a pro-rated amount of earnings based on the Committed Spend. This payout would be calculated as the prorated Committed Spend less Faire’s Commission (including Payment Processing Fee if applicable), and less an estimate of the cost of products the Brand would have shipped. More details on this process are set forth in the Faire’s Help Center. Note that this payout would not be made where cancellation occurred due to Brand’s fraud, misconduct or failure to meet its own obligations in the applicable Exclusivity Agreement. Brand is solely responsible for any tax obligations that may arise in connection with the foregoing, including any reporting, collection, and/or remittance obligations under applicable tax laws.