This Funerals360 Shop Seller Agreement ("Agreement") is made by and between Funerals360 Inc ("Funerals360"), and the Sellers (“Seller") who wishes to provide Products and Services (“Product”) for sale through the Funerals360 Shop.
By accepting this Agreement and using the Funerals360 Shop (defined below), Seller agrees to be bound by this Agreement. Seller acknowledges that Seller been provided an opportunity to review the terms and conditions of this Agreement.
1. Definitions. The following definitions apply to this Agreement:
- "Affiliate" means, with respect to a party, an entity that directly or indirectly controls, is controlled by, or is under common control with such party.
- "Customer" means a user of the Funerals360 Platform who places an Order.
- "Funerals360 Entities" means Funerals360 Shop and its Affiliates.
- "Funerals360 Platform" means proprietary Funerals360-branded or co-branded funeral planning network and related features and services including as made available through www.funerals360.com and any other websites, products, services, or technology owned or operated (in whole or in part) by Funerals360 or its Affiliates, now or in the future.
- "Funerals360 Shop" means the portion of the Funerals360 Platform that allows Seller to list Products for sale on the Funerals360 Platform.
- "Funerals360 Shop Payment System" shall have the meaning set forth in Section 3(1).
- "Funerals360 Shop Transaction Information" means any information relating to Orders, and any other data or information acquired by Seller from Funerals360 Shop, or otherwise as a result of the Agreement.
- "Order" means an order placed by a Customer through the Funerals360 Shop for one or more Products.
- "Payments" shall have the meaning set forth in Section 3.1.
- "Product" means all of the products offered, sold or provided by Seller in the Funerals360 Shop.
- "Product Data" means, with respect to Products, the following: product description, brand or source, shipping origination, model, weight, in-stock or availability status, dimensions and other shipping specifications, images, shipping and handling information, warranties, disclaimers, returns and exchange policies, warnings (including for example and without limitation any California Proposition 65 warnings applicable to California residents), notices, labels, and any other Product-related information reasonably requested by Funerals360 Shop.
- "Product Listing" means a product listing page on the Funerals360 Shop containing the Product Data.
- "Product Listing Materials" means any Product Data, content (e.g., graphics, photos, and text), and other information or materials provided by Seller or made available by Seller.
- "Referral Fee" has the meaning set forth in Section 3.3.
- "Regulatory Fees" any regulatory fees imposed on an Order, including without limitation electronic waste fees, bottle deposit fees, recycling fees, and tire fees.
- "Seller Guidelines" means any terms, policies, guidelines, or notices that may be published from time to time by Funerals360, communicated in writing or email by Funerals360 to Seller, including any written guidance made available to Sellers for providing Product Listing Materials, processing Orders, and messaging Customers, all of which shall be considered binding upon Seller. For clarity, while Funerals360 may update the Seller Guidelines from time to time, any amendments to the main body of this Agreement will be made solely in accordance with Section 20 (Modifications to Agreement).
- "T&C" means the Funerals360 Terms & Conditions, available at https://www.funerals360.com/terms/.
Other capitalized terms will have the meanings as set forth in the Agreement.
2. Seller Information; Product Data and Product Listings
- Seller will be the seller of the Product, and will be identified as such in the Funerals360 Shop. The foregoing notwithstanding, Funerals360 in its sole discretion will determine which Products Seller will be allowed to sell on the Funerals360 Shop. Prior to accepting any Orders, Seller will submit Product Data and Product Listing Materials for all Products it wishes to sell under this Agreement.
- Product Data Seller will provide accurate and complete Product Data for the Product, and ensure that any such Product Data is promptly updated so that such information remains at all times accurate and complete. Seller accepts full responsibility for any inaccurate Product Data and assumes liability for any complaints, claims, costs or damages arising out of inaccurate Product Data.
- Seller will ensure that the Product and Product Listing Materials comply with all applicable laws and do not contain any fraudulent, misleading, defamatory or obscene materials. Notwithstanding anything to the contrary in this Agreement, the Product Data for each Product Listing shall meet all the requirements of this Agreement, including the minimum warranty period. Seller will clearly indicate the amount of shipping and handling charges for the Product in the Product Data. The amount of such charges will follow industry standards and Seller Guidelines.
3. Payments/Transaction Fees/Referral Fees
- Funerals360 Shop Payment System. All Customer payments for Orders ("Payments") will be remitted to Funerals360 Shop through Funerals360 Shop's authorized payment gateway ("Funerals360 Shop Payment System"). Funerals360 Shop will assume all risk of credit card fraud (i.e., fraudulent purchase arising from the theft or unauthorized use of a third party's credit card information) occurring in connection with any Orders.
- Payment Periods. Subject to Sections 3.3-3.4, Funerals360 Shop will remit all Payments to Seller, using the Seller bank routing number provided by Seller or other means as mutually-agreed to by the parties, within 7 days of the close of the payment period during which that Payment cleared through the Funerals360 Shop Payment System. Each month is divided into two payment periods: one that closes on the 15th of the month and one the closes the last day of the month.
- Referral Fee. Funerals360 shall have the right to deduct from such Payments, as a referral fee to Funerals360, an amount equal to 15% of the total sale amount of each Product transaction processed through the Funerals360 Shop or another amount agreed to by the parties ("Referral Fee"). For the purposes of calculating the Referral Fee, such total sale amount shall include shipping and handling charges, but shall exclude taxes and duties assessed in connection with such transactions. Seller may not be required to pay a Referral Fee to Funerals360 under limited circumstances, as may be set forth in the Seller Guidelines.
- Payment Disputes. Seller will be deemed to have accepted the accuracy of any payment made by Funerals360 hereunder unless Seller notifies Funerals360 of a dispute by email at email@example.com no later than 45 days after the date of the applicable Payment by Funerals360 to Seller.
- Taxes and Fees. As between the parties, Funerals360 will be responsible for all sales, goods and services, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid in connection with any Orders and the payment of all such taxes and duties to the relevant taxing authority.
- Seller acknowledges and agrees that the Funerals360 Entities have not provided Seller with any legal advice in general or tax advice in particular in connection with this Agreement. Seller has sought its own tax advice from qualified tax and financial advisors regarding the tax implications of this Agreement and the transactions contemplated hereunder.
4. Order Processing/Fulfillment/Shipping and Fees
Seller agrees to fulfill Orders for Customers expediently, in line with industry best practices and to comply with the following procedures and all Seller Guidelines related to fulfillment.
- Product Inventory. Seller will keep all Product stock quantity information up to date at all times.
- Fulfillment. Seller must accept and fulfill all Orders that are properly placed under this Agreement. Seller will be solely responsible for, and bears all risk and liability for, sourcing, storing, selling, fulfilling and delivering Products to Customers.
- Packing Materials. Seller shall include (ⅰ) in each Product shipment (A) the packing slip provided by Funerals360 for such shipment. Seller agrees not to include into, on or with any Product shipment or packaging any inserts, flyers, marketing collateral or other materials or information which may redirect any Customers or prospective Customers from the Funerals360 Shop into any other sales channel, and Seller will not use the Funerals360 Shop for any purpose other than the offering for sale of Products as contemplated in this Agreement.
- Shipment and Delivery. For all Orders Seller will:
- Process and ship all ordered Products within the lead-time indicated by Seller in the Product Listing Materials;
- Promptly provide proof of shipment and tracking information to Funerals360
- Deliver Products to the Customers and will ensure that all such Products are shipped without any undue delay or damage;
- Ensure that Products are packed for safe transit across U.S. and roadworthy for transit using general truckers, including but not limited to ensuring that original manufacturer packaging is in good condition and intact and replacing or repairing any cracked or broken foam pieces; and
- Use an effective method for protecting fragile items, such as double-boxing or over-boxing, for any Products that are deemed fragile and shipped through carriers that use manual and automated distribution systems, such as UPS.
Seller is free to determine the price for each Product, subject to the following: Seller will ensure that, (a) the purchase price for such Product and every other term of offer and/or sale of such Product (including associated shipping and handling charges, any "low price" guarantee, rebate or discount, product warranty, any free or discounted products or other benefit available as a result of purchase one or more other products, and terms of applicable return and refund policies) is at least as favorable to Funerals360 Shop users as the most favorable terms upon which the same or substantially similar product is offered and/or sold via Seller's other sales channels; (b) customer service for each such Product is at least as responsive and available and that Seller offers at least the same level of support as the most favorable customer services offered in connection with Seller products offered via any of Seller's other sales channels; and (c) the Product Data that Seller provides to Funerals360 Shop is of at least the same level of quality as the highest quality information displayed or used in Seller's other sales channels. If Seller becomes aware of non-compliance with (a) above, Seller will promptly compensate adversely affected customers by making appropriate refunds. To comply with the foregoing, any change in Product pricing should be updated in the Funerals360 Shop within two (2) business days.
6. Returns of Product and Warranty
- Customers may return eligible Orders purchased from Seller for a refund in accordance with the Seller’s Return Policy, as indicated in the Seller’s Funerals360 Shop. Seller will be responsible for accepting and processing returns, refunds and adjustments for all Orders in a timely manner. Upon a refund request from a customer, Seller will provide the customer with any information necessary to complete the return within 48 hours of the return request, including the applicable warehouse shipping address for the return and any Return Merchandise Authorization (RMA) number. Seller will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other chargers) or other amounts to be paid by Seller to customers in connection with Orders. All refund (and adjustment) payments will be routed through the Funerals360 Shop Payment System. Seller will promptly provide refunds and adjustments that it is obligated to provide under this Agreement and as required by applicable law, and in no case later than 30 days following after the obligation arises.
- Replacement of Damaged and Defective Products. Customers may elect to return Orders that arrive damaged or defective for a refund or a replacement. Seller will be responsible for refunding or replacing any Product that exhibits any manufacturing defect or is otherwise damaged during transit otherwise agreed to with the Customer. Seller will also be responsible for any non-conformity or defect in, or, if applicable, any public or private recall of, any Products, including all costs and expenses associated with notices, inspections, replacements and shipping. Seller will notify Funerals360 promptly as soon as Seller has knowledge of any applicable public or private recall of any Product. Should an item arrive damaged or defective, the customer is entitled to return all items that are a part of the same Order and intended for use together.
- Product Warranties. Seller is responsible for satisfying all Product warranty obligations and for fees and expenses arising out of or related to Product returns and warranty services, including shipping and handling costs.
7. Product Disputes
Seller will be responsible for resolving, in a timely manner, any non-delivery, mis-delivery or delivery of damaged or defective Products, or other Customer complaints through Seller Portal, in accordance with the Seller Guidelines. Seller explicitly acknowledges and agrees that any assistance or support offered by Funerals360 in connection with any Customer complaint shall not relieve Seller of this responsibility unless otherwise agreed by Funerals360 in writing.
This Agreement will have an initial term of one year, and unless otherwise terminated pursuant to Section 9, will automatically renew for successive one-year terms.
9. Termination and Survival
- Either party may terminate this Agreement at any time on 30 days' written notice.
- Either party may terminate this Agreement immediately on the other party's material breach of any provision hereof, provided that the non-breaching party provides ten (10) days' written notice to the breaching party and the breach is not cured within such ten-day period.
- Funerals360 may terminate this Agreement immediately upon delivery of written notice if it believes the Products or continued activities under this Agreement could cause legal or business liability to the Funerals360 Entities, their partners or users, or if Funerals360 Shop cease offering a Seller program generally.
- Termination of this Agreement will not relieve the parties of any obligations accrued through the date of such termination. Without limiting the foregoing, any Orders placed prior to termination must be fulfilled by Seller in accordance with the terms of this Agreement that were in effect as of the date of the termination notice.
- Sections 6, 7, and 11-17 will survive any termination of this Agreement.
Seller, at its sole cost and expense, will maintain in effect at all times during the term of this Agreement, sufficient insurance to cover its obligations and liabilities under this Agreement, which in any event will be no less (in type or coverage limits) as required by law or as is common practice in Seller’s business; provided however, that the limitations of coverage in Seller’s insurance policies will not limit Seller’s indemnification obligations under this Agreement. Such insurance will include, without limitation, commercial general liability, product liability, completed operations, blanket contractual liability, and personal injury and advertising liability. Upon request at any time, Seller will provide Funerals360 Shop with certificates of insurance or evidence of coverage.
11. Control of Site and Intellectual Property
- Notwithstanding any provision in this Agreement, Funerals360 will have the right in its sole discretion to determine the content, appearance, design, functionality and all other aspects of the Funerals360 Platform (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, the Funerals360 Platform and any element, aspect, portion or feature thereof (including any Product listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all Products in Funerals360’s sole discretion. Without limiting the generality of the foregoing, in the event of Seller's breach of this Agreement or for any act of fraud, misrepresentation or violation of applicable law, rules or regulations, Funerals360 reserves the right, in its sole discretion, to remove any Products listed in the Funerals360 Shop, cancel pending orders for Products, require Seller to offer its customers refunds for Products or suspend Seller's ability to participate in the Funerals360 Shop or otherwise use the Funerals360 Platform. Funerals360 may at its discretion conduct merchandising, marketing, and promotion of the Products, including providing a mechanism for Customers to publicly review and rate Products.
- License. Seller grants Funerals360 a royalty-free, non-exclusive, worldwide, perpetual right and license to use, reproduce, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise exploit in any manner, any and all Product Listing Materials and to use trademarks and logos provided by or owned by Seller ("Seller Marks") in connection with (ⅰ) the offering or promotion of Seller Products in the Funerals360 Shop (ⅱ) use with the Funerals360 Platform, or (ⅲ) promotion of the Funerals360 Platform, Funerals360 Shop, or Funerals360, and (ⅳ) to sublicense the foregoing rights to Funerals360 Shop's Affiliates or partners for Funerals360 Platform-related matters. Seller also grants Funerals360 Shop a royalty-free, non-exclusive, worldwide, perpetual right and license, under all rights Seller may have, now or in the future, (ⅴ) to photograph, produce images of or otherwise record the Products, (ⅵ) to use, reproduce, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise exploit in any manner, such photographs, images or records in connection with the operation or promotion of Funerals360 Platform, and (ⅶ) to sublicense the foregoing rights to Funerals360 Shop's Affiliates or partners for Funerals360 Platform-related matters.
- Except as expressly provided herein, neither party will acquire any rights or interest in the other party's trademarks, trade names, trade dress or other intellectual property, and any goodwill generated therein will inure solely to the benefit of the owner party. Each party reserves all of its rights in and to its trademarks, trade names and trade dress, all graphic images and text contained on such party's website, and all other intellectual property owned or licensed by such party.
12. Representations & Warranties
Seller represents and warrants to Funerals360 that (a) Seller has the requisite power and authority to enter into and carry out the terms of this Agreement, without conflict with any other obligation Seller may have to any other party, and Seller has obtained and will maintain all rights, approvals and consents necessary to perform its obligations and grant all rights and licenses granted to Funerals360 under this Agreement; (b) Seller has full title to the Products, free and clear of all liens, charges and other encumbrances; (c) all Products are new and unused (not refurbished or seconds), and authentic (not knock-offs, pirated or counterfeit)(d) all Products are fit for their intended purpose and conform to the Product Data submitted by Seller; (e) all Products have been and will be manufactured, packaged, shipped, stored and labeled in accordance with the terms of this Agreement and all applicable industry standards, laws, rules and regulations ("Laws"), including those related to import, export, health, safety and consumer protection (by way of example, DOT, OSHA, WERC, FTC, USDA and FDA requirements), and Seller will otherwise ensure that Seller, the Products, Product Listing Materials, and Product Data comply with all Laws (including without limitation any California Proposition 65 warnings applicable to California residents and similar laws); and (f) the Product Data and Product Listing Materials will not contain any harmful, fraudulent, misleading, defamatory or obscene content, and none of the Product Data, Product Listing Materials or Seller Marks (or Funerals360’s promotion, distribution and sale of the Products as permitted by this Agreement) infringe or misappropriate any intellectual property rights, rights of privacy or publicity or any other proprietary rights of any third party.
THE FUNERALS360 PLATFORM (INCLUDING THE FUNERALS360 SHOP) AND ALL RELATED FEATURES, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." AS A USER OF THE FUNERALS360 PLATFORM, SELLER IS USING THE FUNERALS360 PLATFORM AT ITS OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, FUNERALS360 AND ITS AFFILIATES AND SUPPLIERS WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THE FUNERALS360 PLATFORM OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. FUNERALS360 DOES NOT WARRANT THAT THE FUNERALS360 PLATFORM WILL MEET SELLER'S REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND FUNERALS360 WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.
Seller agrees to indemnify, defend, and hold harmless the Funerals360 Entities and their respective directors, officers, employees, contractors, agents and representatives (the "Indemnified Parties"), from and against any and all losses, damages, liabilities, penalties, costs of settlement and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from any third- party claims, suits, proceedings, demands or causes of action (including, without limitation, governmental actions) (collectively, "Losses") arising out of, resulting from, or relating to (ⅰ) any death, bodily injury or property damage occurring or alleged to have occurred as a result of any Products provided by Seller, (ⅱ) the presence, absence, or content of any warranties, statements, instructions for use or warnings on the label(s), boxes, inserts or other packaging for the Products or directions for use or application provided or approved by Seller, (ⅲ) any act or omission of Seller, or the employees, contractors, agents or representatives of Seller, in the advertising or furnishing of Product or in the performance of services under any Order, including any warranty service, (ⅳ) any actual or alleged infringement by Product Listing Materials, Products or Seller Marks of any intellectual property right or right of privacy or publicity or other personal or proprietary right of any third party, (ⅴ) any violation of applicable law by Seller, or the employees, contractors, agents or representatives of Seller, and (ⅵ) the Product Data and Product Listing Materials. Notwithstanding the foregoing, Seller shall not have any obligation or liability to Funerals360 Shop under this Section 14 to the extent any such Losses arise from any breach of contract, gross negligence or willful misconduct by Funerals360 Shop.
15. Limitation of Liability
THE FUNERALS360 ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS,) COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY SELLER OR LOST OR CANCELED ORDERS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, FUNERALS360’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY SELLER TO FUNERALS360 UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING A CLAIM FOR DAMAGES.
Funerals360 may provide Seller with certain information that is confidential or proprietary ("Confidential Information"). Confidential Information includes without limitation any not previously publicly disclosed information about Funerals360’s business, finances, customers, information systems, software or technology. Seller will (ⅰ) use Confidential Information solely as necessary to fulfill its obligations under this Agreement and (ⅱ) not disclose Confidential Information to any third parties, other than Seller's employees, agents and advisors with a need to know and for whom Seller agrees to remain strictly responsible under this Agreement. Seller acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure, Funerals360 Shop will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination of this Agreement for any reason, or upon earlier request by Funerals360, Seller will promptly destroy or return to Funerals360 (as specified by Funerals360) all copies of Confidential Information. Seller agrees that all Confidential Information will remain Funerals360’s exclusive property and Seller will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement.
17. Seller Conduct
Seller agrees to comply at all times with the T&C and Seller Guidelines, which are hereby incorporated into this Agreement. Seller will not, directly or indirectly:
- Use ".com" or web indicator equivalent in its name, its profile, or anywhere referencing its goods or services on the Funerals360 Shop;
- Add the email addresses of any Customers obtained in connection with any Order to any of Seller's e-mail lists or otherwise use such e-mail addresses or provide such e-mail addresses to any third parties
- Disparage Funerals360 Shop, its Affiliates, or any of their or our respective products or services;
- Disclose or convey any Funerals360 Shop Transaction Information (except Seller may disclose this information as necessary for Seller to perform its obligations under this Agreement);
- Use any Funerals360 Shop Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with Funerals360’s or Seller's privacy policies or applicable Law.
All such Seller restrictions on the use of Funerals360 Shop Transaction Information shall survive expiration or termination of this Agreement. The terms of this Section 17 does not prevent Seller from using other information that it acquires without reference to Funerals360 Shop Transaction Information for any purpose, even if such information is identical to Funerals360 Shop Transaction Information.
18. Force Majeure
Funerals360 will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond Funerals360’s reasonable control, including without limitation, hardware failure, interruptions or failure of the Internet or third-party network connections.
19. Modifications to Agreement
Seller can view the Agreement at any time at www.funerals360.com/seller-agreement. Funerals360 Shop may modify this Agreement from time to time, with notice given to Seller by email or through the Vendor Seller. Such modifications will become effective within the time period specified by Funerals360 or, if not specified, within ten (10) days after notice has been given to Seller. If Seller does not agree to such modifications, Seller’s exclusive remedy will be to terminate this Agreement. In any event, Seller may be required to click to agree to the modified Agreement in order to continue using Seller Portal, and continued use of Seller Portal after the modifications take effect constitutes Seller’s acceptance of the modifications. No modification of this Agreement by Seller will be binding on Funerals360 unless in a written document signed by Funerals360.
In this Agreement, "including" (and similar terms) will be construed without limitation and headings are for convenience only. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Seller may not assign, transfer or delegate this Agreement (or any part thereof) without Funerals360’s prior written consent. Funerals360 may freely assign, transfer or delegate its rights and obligations under this Agreement. This Agreement will be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof will be the California state and United States federal courts located in San Francisco, California, and both parties hereby submit to the personal jurisdiction of such courts. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties, and Seller will have no authority to make or accept any offers or representations on Funerals360's behalf. Funerals360 may send notices to Seller’s then-current email on file or through Seller Portal. All notices to Funerals360 must be given in writing to Funerals360’s email: firstname.lastname@example.org. All notices are effective upon delivery. This is not an exclusive agreement. Seller acknowledges that Funerals360 uses (and reserves the right to continue to use) other Sellers to provide goods (or may itself create, brand or distribute its own goods) that are identical, similar or related to the Products. No omission or delay by either party in requiring other party to fulfill its obligations hereunder will be deemed to constitute a waiver of (ⅰ) the right to require the fulfillment of any other obligation hereunder; or (ⅱ) any remedy that may be available hereunder. This Agreement (including Seller Guidelines), together with any Orders or other Funerals360 documents referencing this Agreement, constitutes the complete agreement between the parties and supersedes all previous agreements or representations, whether written or oral, with respect to the subject matter set forth in this Agreement; however, this Agreement does not modify any separate agreements between the parties that relate to different subject matter (e.g., the T&C).