TERMS OF SERVICE FOR THIRD PARTY MARKETPLACE SALES
These Terms of Service (these “Terms”) are entered into as of April 11, 2025, by and between The Folklore Group, Inc. (!The Folklore” or “we”) and the entity listed on the signature page below (“you” or “your”) and apply to your access to and the sale of Products through one or more Third Party Marketplace Partners (collectively, the “Dropship Services”). These Terms, including the mandatory arbitration provision and class action waiver in Section 9, incorporate The Folklore Brands Terms of Service, available at https://help.thefolklore.com/ hc/en-us/articles/25703797257876-Brands-Terms-of-Service (“Brands TOS”) and which are incorporated by reference into these Terms. Any capitalized terms that are not defined in these Terms have the meaning ascribed to the applicable terms in the Brands TOS.
If you have any questions about these Terms or the Dropship Services, please contact us at brands@thefolklore.com. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy at https://help.thefolklore.com/hc/ en-us/articles/25704091617428-Privacy-Policy.
1. Eligibility
(a) In order to participate in the Dropship Services, you must be (i) subscribed to either The Folklore Plus Plan or The Folklore Premium Plan, (ii) selected by The Folklore for participation, and (iii) approved by the applicable third party marketplace that has partnered with The Folklore (“Third Party Marketplace Partner”). If you use the Dropship Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
(b) The Dropship Services cannot be used or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List, or any other denied parties lists under U.S. Export Laws. By using the Dropship Services, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re export” regulations). If you access the Dropship Services from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws.
2. Brands Requirements
(a) To use the Dropship Services, you agree to comply with the requirements of the applicable Third Party Marketplace Partner, which will be available for review on the Site. Without limiting the generality of the foregoing, you represent, warrant, and covenant to comply with any requirements for duly printing shipping labels, packing Products appropriately, and timely shipping Products per the Third Party Marketplace Partner’s rules. Additionally, you agree to comply with any applicable refund policy stipulated by the Third Party Marketplace Partner. All Products sold on the Third Party Marketplace must be branded with your brand or logo. You must not sell third party products via the Third Party Marketplace Partner.
(b) In order to sell Products through the Dropship Services, the Products must be actively listed on your Consumer Storefront hosted on The Folklore Shop, in compliance with all the requirements of the Brands TOS. You hereby authorize The Folklore and any applicable Third Party Marketplace Partner to display any content you provide in connection with the Dropship Services for advertising, marketing, publicity, and other related matters and to offer for sale and sell Products through the Dropship Services. You hereby grant to The Folklore and any applicable Third Party Marketplace Partner a worldwide, perpetual, non exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your content on, through or by means of The Folklore or Third Party Marketplace Partners websites, mobile apps, or other channels.
3. Merchant of Record
As between the parties, The Folklore will Third Party Marketplace be the merchant of record and seller of record for all sales through the Dropship Services. You will not issue any invoice or make any demand for payment to any Third Party Marketplace Partner or consumer for Products sold through the Dropship Services.
4. Fees; Payments
(a) You agree to pay to The Folklore five percent (5%) of all Net Sales (the “Service Fees”) as well as the cost of the applicable shipping labels (“Shipping Label Fees”) for purchases of Products sold via the Third Party Marketplace Partner. “Net Sales” means the gross sales proceeds (less any Third Party Marketplace Partner fees) paid by the Third Party Marketplace Partner to The Folklore but excluding shipping and handling charges and any taxes. The Folklore will pay you the Net Sales, less the applicable Service Fees and Shipping Label Fees, each Monday for all funds that have been paid by Third Party Marketplace Partners to The Folklore for sales of your Products since the prior payout date.
(b) You agree to comply with the return and refund policy of the Third Party Marketplace Partners. The Folklore will invoice you the amount of any returns and you will pay The Folklore the invoiced amounts within five business days. Late payments will incur a penalty
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interest of 1.5% per month (or the maximum amount permitted under applicable law), calculated daily. You agree to reimburse on demand The Folklore for any costs of enforcing overdue amounts (including reasonable attorneys’ fees) owing under these Terms. You agree that The Folklore can offset amounts for returns of your Products against amounts owing to you. You agree that we may the right of set-off in this Section 4(b) at any time, without further notice to you whether your liability is present or future, liquidated or unliquidated, actual or contingent. In the event a set-off does not fully reimburse Folklore for the liability owed, you will pay us the sum equal to any shortfall (e.g., for any amounts that have been reimbursed by Folklore to any third party (including the Third Party Marketplace Partner) for returns of your Products) in accordance with the foregoing.
(c) For returned Products, The Folklore will refund you 50% of the Service Fees charged for the item, however, the Shipping Label Fee is not refundable. Any refunds of Third Party Marketplace Partner fees will be made available in accordance with the applicable Third Party Marketplace Partner’s policy.
(d) You hereby appoint The Folklore as your agent to accept payment on your behalf from Third Party Marketplace Partners and to remit such amounts to you, subject to any offsets or fees owing to us or third parties. You agree that payment from the Third Party Marketplace Partner to Folklore will be considered the same as a payment made directly to you. Any Third Party Marketplace Partner payment obligation to you will be satisfied upon our receipt of the payment and that we are solely responsible for remitting the funds to you in the manner described in these Terms.
5. Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless The Folklore and our officers, directors, agents, partners and employees (individually and collectively, the !The Folklore Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (!Claims”) arising out of or related to (a) your access to or use of the Dropship Services; (b) your violation of these Terms; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your conduct in connection with the Dropship Services. You agree to promptly notify The Folklore Parties of any third-party Claims, cooperate with The Folklore Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that The Folklore Parties will have control of the defense or settlement, at The Folklore's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Folklore or the other Folklore Parties. You are solely responsible for any lost or damaged packages and for either resending a new item or cancelling the order and refunding the applicable purchase price and will indemnify and hold harmless The Folklore and any Third Party Marketplace Partners for any costs, charges, or other liabilities related thereto.
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6. Disclaimers
Your use of our Dropship Services is at your sole risk. Except as otherwise provided in a writing by us, our Dropship Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, The Folklore does not represent or warrant that our Dropship Services are accurate, complete, reliable, current or error-free. While The Folklore attempts to make your use of our Dropship Services safe, we cannot and do not represent or warrant that our Dropship Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Dropship Services.
7. Limitation of Liability
(a) To the fullest extent permitted by applicable law, The Folklore and the other The Folklore Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, or special damages or lost profits, even if The Folklore or the other The Folklore Parties have been advised of the possibility of such damages.
(b) The total liability of The Folklore and the other The Folklore Parties for any claim arising out of or relating to these Terms or our Dropship Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to The Folklore (e.g., fees deducted from sales price) to use the Dropship Services.
(c) The limitations set forth in this Section 7 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of The Folklore or the other The Folklore Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
8. Transfer and Processing Data
In order for us to provide the Dropship Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
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9. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with The Folklore and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
(a) No Representative Actions. You and The Folklore agree that any dispute arising out of or related to these Terms or our Dropship Services is personal to you and The Folklore and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
(b) Arbitration of Disputes. Except for small claims disputes in which you or The Folklore seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or The Folklore seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and The Folklore waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Dropship Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against The Folklore you agree to first contact The Folklore and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Folklore by email at amira@thefolklore.com or by certified mail addressed to 26 Broadway, 3rd Floor, New York, NY 10004. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Folklore cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York County, New York, unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 9, a “consumer” means a person using the Dropship Services for personal, family or household purposes. You and Folklore agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
(c) You and The Folklore agree that these Terms affect interstate commerce and that the enforceability of this Section 9 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted
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by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
(d) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, The Folklore, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
(e) You and The Folklore agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and The Folklore will pay the remaining JAMS fees and costs. For any arbitration initiated by Folklore, Folklore will pay all JAMS fees and costs. You and The Folklore agree that the state or federal courts of the State of New York and the United States sitting in New York County have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
(f) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Folklore will not have the right to assert the claim.
(g) You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 9 by sending us written notice (email okay) of your choice to opt out. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 10.
(h) If any portion of this Section 9 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 9 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 9; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any
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individual claims in arbitration. Further, if any part of this Section 9 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 9 will be enforceable.
10. Governing Law and Venue
Any dispute arising from these Terms and your use of the Dropship Services will be governed by and construed and enforced in accordance with the laws of the State of New York, USA, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in New York County, New York.
11. Modifying and Terminating our Dropship Services
We reserve the right to modify our Dropship Services or to suspend or stop providing all or portions of our Dropship Services at any time. You also have the right to stop using our Dropship Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Dropship Services.
12. Additional Terms and Amendments
(a) We may supply different or additional terms in relation to some of our Dropship Services, and those different or additional terms become part of your agreement with us if you use those Dropship Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
(b) We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Dropship Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Dropship Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Dropship Services.
13. Severability
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
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14. Miscellaneous
The failure of The Folklore to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including”
will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.