This Vendor Agreement ("Agreement") is entered into by and between Lev Protocol Inc. ("Lev") and the undersigned vendor ("Vendor") who wishes to participate in the Lev Marketplace.
1. Marketplace Participation
Vendor agrees to participate in the Lev mobile marketplace by installing the Lev Marketplace app from the Shopify App Store and connecting its Shopify store. Vendor is the Merchant of Record for all sales processed through Shopify Checkout.
2. Commission & Billing
Lev charges a 15% commission on the order subtotal (excluding shipping and taxes) for each order placed through the Lev Marketplace.
Lev ensures the Vendor receives exactly 85% of the order subtotal for each transaction by adjusting the commission charge based on the discount used by the customer:
- If the discount redeemed via Bones is less than 15%, Lev charges the remaining commission via the Shopify Billing API.
- If the discount exceeds 15%, Lev reimburses the Vendor the difference via Stripe Connect.
All commission charges will appear on the Vendor's Shopify invoice under usage-based billing. Lev reserves the right to update the commission structure with prior written notice.
3. Discounts & Reimbursements
Lev offers customers an in-app currency called "Bones," redeemable for discounts at checkout. Discounts are applied to the order subtotal using Shopify's Discount API.
To maintain a consistent vendor payout:
- Lev ensures the Vendor receives exactly 85% of the subtotal, regardless of how many Bones the customer uses.
- Reimbursements for Bone discounts exceeding 15% are issued via Stripe Connect.
- Vendor must connect a valid Stripe account to receive such reimbursements.
- Reimbursements are typically processed within a few business days after the order is placed.
If an order is refunded, Lev will reverse any prior reimbursement (if applicable) and adjust the commission charge accordingly via the Shopify Billing API.
4. Listings & Content
Vendor is responsible for maintaining accurate product listings, pricing, inventory levels, and images within its Shopify store.
Vendor grants Lev a non-exclusive license to display and promote Vendor's product and brand content in the Lev app and related marketing materials.
5. Fulfillment, Customer Service & Returns
Vendor is solely responsible for order fulfillment, shipping, returns, and customer service, and agrees to:
- Fulfill orders placed through Lev as they would any Shopify order.
- Respond to return requests forwarded by Lev within 2 business days.
- Provide a prepaid return label for approved returns.
- Issue refunds through Shopify.
Lev will adjust related commissions and reimbursements based on returned or refunded orders.
6. Taxes
Vendor is responsible for setting up and managing tax settings within Shopify and for all applicable tax collection and remittance. Lev is not responsible for calculating or remitting taxes on the Vendor's behalf.
7. Compliance
Vendor represents and warrants that:
- It has the legal rights to sell all listed products.
- All listings comply with applicable laws, regulations, and Shopify policies.
- No counterfeit, infringing, illegal, or restricted items will be listed.
8. Termination
Either party may terminate this Agreement at any time with written notice. Upon termination:
- The Vendor's products will be removed from the Lev app.
- Any outstanding commissions or reimbursements will be processed and finalized.
9. Indemnification
Vendor agrees to indemnify Lev against claims arising from Vendor's products or conduct.
10. Limitation of Liability
Lev's total liability is limited to commissions retained from Vendor over the previous 12 months.
11. Entire Agreement & Governing Law
This Agreement constitutes the entire agreement between Lev and Vendor. It is governed by the laws of the State of New York, without regard to its conflict of laws principles.