1. Introduction

This Vendor Agreement ("Agreement") is entered into between you ("Vendor," "you," or "your") and Impromptu Success ("Company," "we," "our," or "us"), located at 6188 Ambleside Dr Unit A, Columbus, OH 43229.

By applying to become a vendor, listing products, or conducting sales through the Impromptu Success Marketplace ("Marketplace"), you agree to be bound by the terms and conditions set forth in this Agreement. This Agreement governs your participation as a vendor on our platform and outlines the rights, responsibilities, and obligations of both parties.

We reserve the right to modify this Agreement at any time. Continued participation in the Marketplace after such modifications constitutes acceptance of the updated terms.

2. Vendor Eligibility Requirements

To become a vendor on the Impromptu Success Marketplace, you must meet the following eligibility requirements:

2.1 Business Entity Status

• You must be a legal business entity (LLC, Corporation, Partnership) or a sole proprietor operating legally in your jurisdiction
• Individual sellers must be at least 18 years of age
• You must have the legal authority to bind your business to this Agreement

2.2 Business License and Permits

• You must possess a valid business license if required by your local, state, or federal jurisdiction
• You must maintain all necessary permits required for the sale of your products
• You are responsible for obtaining and maintaining any specialty licenses (food handling, resale certificates, etc.) as applicable
• Proof of valid licensing may be requested during the application process or at any time during your participation

2.3 Product Quality Standards

• All products must meet or exceed industry quality standards
• Products must be safe for consumer use and comply with all applicable safety regulations
• Items must be accurately represented and free from defects unless clearly stated
• Used or refurbished items must be clearly labeled as such

3. Vendor Responsibilities

As a vendor on our Marketplace, you agree to the following responsibilities:

3.1 Accurate Product Descriptions

• Provide truthful, complete, and accurate descriptions of all products listed
• Include all relevant specifications, dimensions, materials, and conditions
• Clearly state any limitations, restrictions, or known issues with products
• Update listings promptly when product information changes
• Use original photographs that accurately represent the product being sold

3.2 Timely Order Fulfillment

• Process and prepare orders within 2 business days of receipt
• Ensure products are properly packaged to prevent damage during handling or delivery
• Provide accurate estimated delivery times to customers
• Communicate promptly with customers regarding any delays or issues
• Maintain adequate inventory to fulfill listed products

3.3 Customer Service Requirements

• Respond to customer inquiries within 24-48 hours
• Handle customer complaints professionally and courteously
• Process returns and refunds according to your stated return policy and Marketplace guidelines
• Maintain a customer satisfaction rating of at least 4.0 out of 5.0 stars
• Resolve disputes in good faith and in accordance with this Agreement

3.4 Compliance with Laws and Regulations

• Comply with all applicable local, state, federal, and international laws
• Adhere to consumer protection regulations and fair trade practices
• Collect and remit all applicable sales taxes
• Maintain proper business records and documentation
• Comply with all intellectual property laws and refrain from selling counterfeit goods

4. Commission and Payment Terms

The following terms govern the financial relationship between Vendors and Impromptu Success:

4.1 Commission Structure

• Impromptu Success retains a commission of 15% of the gross sale price for each transaction
• Commission rates may vary by product category and will be disclosed during the application process
• Special promotional rates may be offered periodically at the Company's discretion
• Commission is calculated before shipping costs and applicable taxes

4.2 Payment Schedule

• Vendor payouts are processed on a weekly basis (every Friday) for the previous week's sales
• Monthly payout options are available upon request
• A minimum payout threshold of $25.00 must be met before disbursement
• Balances below the minimum threshold will roll over to the next payment period
• Payment processing may take 3-5 business days to complete

4.3 Cash-Only Marketplace Policy

• The Impromptu Success Marketplace operates on a cash-only basis for all in-store transactions
• Vendors participating in in-person sales events must be prepared to handle cash transactions
• The Company is not responsible for cash handling or discrepancies at vendor locations
• Digital payment options may be available for online marketplace orders at the Company's discretion
• Vendors are responsible for providing their own change and cash handling supplies

5. Product Standards

All products sold through the Marketplace must adhere to the following standards:

5.1 Quality Requirements

• Products must be new, gently used, or refurbished (clearly labeled)
• Items must be clean, functional, and as described in the listing
• Packaging must be professional and protective
• Products must meet all applicable industry standards and certifications
• Food items must comply with all health and safety regulations

5.2 Prohibited Items

The following items are strictly prohibited from sale on the Marketplace:

• Illegal drugs, controlled substances, or drug paraphernalia
• Weapons, firearms, ammunition, or explosives
• Counterfeit, stolen, or fraudulently obtained merchandise
• Items that infringe on intellectual property rights (trademarks, copyrights, patents)
• Hazardous materials without proper licensing and handling procedures
• Adult content or sexually explicit materials
• Live animals (except with prior written approval)
• Recalled products or items deemed unsafe by regulatory agencies
• Any items prohibited by local, state, or federal law

5.3 Product Liability

• Vendors are solely responsible for the safety and quality of their products
• Vendors must carry appropriate product liability insurance (minimum $1,000,000 coverage recommended)
• Vendors agree to indemnify Impromptu Success against any claims arising from product defects or injuries
• Vendors must promptly notify the Company of any product recalls or safety issues

6. Branding and Marketing

Guidelines for using Impromptu Success branding and marketing your products:

6.1 Use of Impromptu Success Branding

• Vendors may not use Impromptu Success logos, trademarks, or branding without prior written approval
• When approved, branding must be used in accordance with our Brand Guidelines
• Vendors may not imply endorsement or partnership beyond their vendor status
• All marketing materials mentioning Impromptu Success must be submitted for approval
• Vendors may indicate they are "Available on Impromptu Success Marketplace"

6.2 Product Photography Standards

• All product images must be clear, well-lit, and accurately represent the item
• Primary images should have a white or neutral background
• Images must be at least 1000x1000 pixels for optimal display
• Multiple angles and detail shots are encouraged
• Stock photos may only be used if they accurately represent the actual product
• Images must not contain watermarks, logos (other than product branding), or promotional text
• Lifestyle images showing products in use are encouraged as secondary images

7. Termination

This Agreement may be terminated under the following circumstances:

7.1 Grounds for Termination

Impromptu Success may terminate this Agreement and your vendor status immediately for:

• Violation of any term of this Agreement
• Fraudulent activity or misrepresentation
• Consistently poor customer service or product quality (ratings below 3.0 stars)
• Sale of prohibited items
• Failure to fulfill orders in a timely manner
• Violation of applicable laws or regulations
• Actions that harm the reputation of Impromptu Success or the Marketplace
• Non-payment of fees or outstanding balances owed to the Company

7.2 Process for Leaving the Marketplace

Vendors wishing to terminate their participation may do so by:

• Providing written notice at least 30 days in advance
• Fulfilling all pending orders before departure
• Resolving any outstanding customer disputes
• Settling any outstanding balances or fees owed to the Company
• Removing all product listings from the Marketplace
• Returning any Company-owned materials or equipment

Upon termination, any remaining balance owed to the Vendor will be paid within 30 days, minus any applicable fees or deductions.

8. Dispute Resolution

In the event of a dispute arising from this Agreement or your participation in the Marketplace:

• Informal Resolution: Parties agree to first attempt to resolve disputes through good-faith negotiations
• Mediation: If informal resolution fails, disputes will be submitted to mediation in Columbus, Ohio
• Arbitration: Unresolved disputes will be settled by binding arbitration in accordance with Ohio law
• Governing Law: This Agreement shall be governed by the laws of the State of Ohio
• Venue: Any legal proceedings shall take place in Franklin County, Ohio

Customer disputes should first be addressed directly between the Vendor and customer. Impromptu Success may intervene to facilitate resolution when necessary but is not obligated to do so.

9. Liability and Indemnification

The following liability and indemnification terms apply to all vendors:

9.1 Limitation of Liability

• Impromptu Success shall not be liable for any indirect, incidental, special, consequential, or punitive damages
• The Company's total liability shall not exceed the total commissions retained from your sales in the preceding 12 months
• We are not liable for any loss of profits, data, or business opportunities
• We are not responsible for actions of third parties, including customers or other vendors

9.2 Vendor Indemnification

Vendors agree to indemnify, defend, and hold harmless Impromptu Success, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from:

• Your products, including any claims of injury, damage, or defect
• Your breach of this Agreement
• Your violation of any laws or third-party rights
• Your negligent or wrongful conduct
• Any disputes with customers arising from your sales

10. Changes to Agreement

Impromptu Success reserves the right to modify this Agreement at any time:

• Notice of material changes will be provided at least 30 days in advance via email
• Minor changes may be made with immediate effect with notice posted on the Marketplace
• Continued participation after changes take effect constitutes acceptance of modified terms
• If you do not agree to changes, you may terminate your participation as outlined in Section 7.2
• The current version of this Agreement is always available on our website

11. Contact Us

If you have questions about this Agreement or your vendor account, please contact us:

Impromptu Success
6188 Ambleside Dr Unit A
Columbus, OH 43229
Phone: (380) 276-6649
Email: support@impromptusuccess.com
Vendor Support Hours: Monday-Friday, 9:00 AM - 6:00 PM EST

For immediate assistance with vendor-related matters, please email us with "Vendor Inquiry" in the subject line.

By applying to become a vendor or listing products on the Impromptu Success Marketplace, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Vendor Agreement.