THE BOXED MARKETPLACE SERVICE AGREEMENT
Last updated December 15, 2022 (effective January 1, 2023)
Welcome to the Boxed Marketplace Service (the “Service”), an e-commerce solution that allows sellers to offer and sell their products on the Boxed Marketplace. Our legal name is Boxed, LLC., but we do business as Boxed ("Boxed"). Through our website, mobile applications, marketplace (the “Boxed Marketplace”), marketplace seller portal (the “Seller Portal”), Boxed social media properties, and our other websites, blogs and/or software (the “Boxed Sites”), we create and maintain a consumer and seller experience that is built on quality and trust. The terms and policies described here are meant to ensure consistency and fairness, but do not spell out every scenario that may arise between us during our partnership. Please review these documents carefully. To make things simpler, we refer to Boxed and its affiliates and subsidiaries as “Boxed,” “we,” “our,” and “us”. We refer to you as the “Seller”, “you” and “your”.
1. Registration and Use
Once your registration is approved, you will receive access to the Seller Portal, where you may submit your Products (defined below) for sale to Boxed customers. Any password you set up may be used only during the Term (defined below) to access and use the Seller Portal (or other tools we provide, as applicable). You are responsible for your login information and password(s) and for any activity conducted through your Boxed account. You must keep your password(s) confidential and, if security of your password(s) is compromised, immediately notify Boxed and change your password(s) by emailing firstname.lastname@example.org. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password.
2. Product Listings and Pricing
For purposes of this Agreement, “Product(s)” means any item or service that you offer through the Service. You agree that you will only list or sell Products that you own, control or are otherwise authorized to list or sell. Nothing in this Agreement prohibits you from selling your products on your own or other online marketplaces, but the pricing on the Boxed Marketplace (before any applicable promotional pricing) must be equal to or less than the lowest price for which you sell such item for elsewhere (including the shipping and handling costs of those products on those sites). Boxed may require you to maintain on hand a minimum available inventory and assortment of Products in such minimum amounts for sale. Notwithstanding anything to the contrary in this section or elsewhere in this Agreement, Boxed in its sole discretion will determine the Products offered for inclusion on the Boxed Marketplace as described in the Boxed Product Listing Policy.
b. Accuracy of Product Information
You agree to provide, through the Service or as otherwise permitted by Boxed, complete and accurate information, description, and images for each Product that you offer through the Boxed Marketplace in accordance with the specifications and in compliance with these terms, the Boxed Policies, and all applicable law. You will promptly update that information as necessary to ensure that it is complete and accurate at all times.
We will enable you to list your Products, subject to Boxed’s sole discretion and approval, in certain defined categories and subcategories, on the Boxed Marketplace. You should consult with your Boxed representative for promotional opportunities that may be available to you. We may use mechanisms that rate, or allow customers to rate, your Products and your performance as a seller. We may, at our sole discretion, make these ratings and feedback publicly available.
When you list a Product through the Service, you must provide the “Retail Price” which is the standard price you offer the Product for sale to Boxed customers. The Retail Price must include your shipping and handling costs. When you list a Product through the Service, you may also provide a “Sale Price”, which must be a price lower than the Retail Price. The Sale Price must also include your shipping and handling costs. For clarification, the Retail Price and Sale Price do not include taxes, fees, or any applicable discounts or promotions. If you enter a Sale Price for a Product into the Service, once Boxed approves its entry, the Product display page will offer the Product for sale at the Sale Price (and not the Retail Price).
Example 1: You list your Product through the Service at $100. This is the Retail Price and what appears on the Product’s detail page on the Boxed Marketplace. The Retail Price includes shipping and handling; therefore, there is no separate charge from you to the customer for your shipping and handling costs. The Retail Price is exclusive of taxes, fees, or any other discounts or promotions.
Example 2: You initially list your Product through the Service at $80. Later, you enter a Sale Price of $70 into the Seller Portal. The Product display page will offer the Product for sale at $70. The Sale Price includes shipping and handling, therefore there is no separate charge from you to the customer for your shipping and handling costs. The Sale Price is exclusive of taxes, fees, or any other discounts or promotions.
The Retail Price should be equal to or less than what you sell the item for on other marketplaces (including the shipping and handling costs of the item on those sites). If you enter a Sale Price, it must be lower than the Retail Price. You may change the Retail Price or Sale Price of your Product at any time; however, the Product’s display page will not be visible to customers until Boxed approves the change. You agree to fulfill orders at the former price until the price changes are processed and updated on the Boxed Marketplace. Boxed’s Commission Fee (defined below) will be based on the “Actual Price Sold”, which is the price in effect at the time the customer placed their order (regardless of whether that price is the Retail Price or Sale Price). You agree that all prices for Products shall comply with all applicable laws.
e. Compliance with Law
The names, logos, service marks, trademarks, content, and other items or information you provide or make available (the “Materials”), including the packaging on the Products, and all actions you take in connection with your offer, subsequent sale and order fulfillment of the Products through the Service, shall comply with all applicable laws and regulations (including all minimum age, marking and labeling requirements, and all data privacy and security standards). You represent and warrant that all Materials do not contain any sexually explicit, defamatory or obscene materials. By offering the Products through the Service, you represent and warrant that the Products comply with all applicable laws for sale in the contiguous United States. If you offer a product for sale on the Boxed Marketplace that requires a warning under California Health & Safety Code Section 25249.6 (a “Prop 65 Warning”), you (i) will provide us with such warning, (ii) agree that our display of a Prop 65 Warning on a product detail page is confirmation of our receipt of that warning, and (iii) will only revise or remove a Prop 65 Warning for a Product when the prior warning is no longer legally required and you can provide us with documentation in support of your revision or removal.
3. Sale and Fulfillment; Order Processing
a. Order Processing and Program Management
If a customer places an order or orders for your Product(s) through the Boxed Marketplace, Boxed may collect sales tax and remit collected taxes to taxing authorities where required by applicable law.
All transactions between you and the customer, and between you and Boxed, will be made in U.S. Dollars (USD). Boxed will transmit to you such order, which details shall include the customer’s name, SKU or other identifier for the Products ordered, address for delivery, and the price paid for the Product(s) (the “Order Information”).
You will: (i) source, offer, sell and fulfill your Products, in accordance with the terms of this Agreement, and all terms provided by you or us and displayed on the Boxed Marketplace at the time of the order and be solely responsible for and bear all risk for those activities; (ii) package each Product in a commercially reasonable manner complying with all applicable packaging and labeling requirements and ship each Product at your own expense within two (2) business of receipt of the order; (iii) retrieve orders at least once each business day; (iv) only cancel an order as permitted pursuant to your terms and conditions appearing on the applicable product description page at the time of the applicable order or as may be required under this Agreement; (v) provide to Boxed information regarding fulfillment and order status and tracking of shipment, in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (vi) ensure that you are the seller of each of your Products; (vii) comply with all street or release date instructions; (viii) include, if required by Boxed and subject to our specifications, an order-specific packing slip, and, if applicable, any tax invoices, within each shipment; and (ix) not communicate with customers regarding their order unless explicitly authorized by us or this Agreement.
b. Packaging, Shipping and Delivery
You determine the shipping and handling charges for your Products. These charges must be included in the Retail Price (and any Sale Price) for which you list your Product for sale to Boxed customers.
You will provide us (through the Seller Portal or as otherwise instructed by Boxed) a confirmation upon your completion of order processing, and a shipment confirmation and tracking information for each order no later than the end of the day when such information becomes available, but in any event by the end of the day any Products are shipped by you.
You shall fulfill and ship orders at a 99% on-time delivery rate. You agree to package and ship an order within two (2) business days from the date the order is placed by the customer. Customers should receive their order no later than four (4) business days from the order processing date. Failure to meet such shipment and fulfillment rate shall constitute a material breach under this Agreement.
Boxed may use all order, shipping, and tracking information to interact with customers. Boxed will be the first point of customer service for customers, and Sellers will not communicate with customers regarding shipments of Products unless explicitly authorized by Boxed. If a customer contacts you regarding an order, you agree to contact Boxed customer service at email@example.com.
c. Title; Risk of Loss
You shall bear the risk of loss to all Products until delivered to and received by the customer, at which time title shall pass directly from you to the customer. For the avoidance of doubt, at no time will Boxed take title to any Products or otherwise bear the risk of loss with respect thereto.
Boxed may, but is not obligated to, engage in merchandising, promotion, and advertising of the Products you offer through the Service, as we may determine in our sole discretion. Such activities may be performed on the Boxed Marketplace or through other online or offline features or programs (including, for example, e-mails, SMS messaging, social media posts, mailings, and inserts), or through any third-party relationships with Boxed.
5. Customer Service
Boxed will be the first point of customer service for customers. You will not communicate with customers regarding shipments of Products unless explicitly authorized by Boxed. We will determine whether a customer will receive a refund or credit. You are required to reimburse us where we determine you have responsibility for any refunds or credits we issue on your behalf in accordance with the Agreement.
6. Refunds, Returns, Cancellations
You will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the Boxed Marketplace Refunds & Returns Policy. You may appeal if you disagree with our finding within thirty (30) days after our notification. Without limiting your obligations, in the event that Boxed, in our sole discretion, accepts, calculates, and processes cancellations, returns, refunds, and adjustments for the benefit of customers, Boxed will invoice you for these amounts. We will make any payments to customers in the manner we determine, and you will reimburse us for all such amounts.
7. Problems with Your Product
You are solely responsible for any non-conformity or defect in (as determined by Boxed Customer Service), any public or private recall of, or safety alert of any of your Products or other products provided in connection with your Products, and for all related costs, and to comply with all applicable laws relating to product recalls, defects and non-conformities for Products sold by you. You will keep lot code, expiration/sell by/best by dates, and other information necessary to identify any Products affected by a recall and communicate such information to Boxed when requested. You will notify Boxed within forty-eight (48) hours of notice or discovery of any public or private recall, defects, or non-conformities that apply to any of your Products. In the event Boxed learns that your Product may be impacted by a recall, Boxed may, in its sole discretion, remove the Product from the Boxed Marketplace pending written confirmation from you that the Product is unaffected.
You are also responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of your Products, except to the extent caused by our failure to make available to you Order Information as it was received by us. You are also responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of your Products, except to the extent caused by our failure to make available to you Order Information as it was received by us.
8. Customer Disputes
We will inform you if we receive a customer claim relating to your Product. You will have thirty (30) days to appeal our decision of such customer dispute. If we find that a claim or dispute is your responsibility, you (a) will not take recourse against the customer and (b) are responsible for reimbursing Boxed for any refund or credit issued to the customer on your behalf and any related charges, (including, but not limited to, taxes and fees associated with the original transaction such as credit card, bank, payment processing, re-presentment, or penalty fees) to the extent payable by Boxed. Boxed is not responsible for any disputes arising from any chargebacks; however, Boxed agrees to provide you with reasonable assistance for any chargebacks you contest.
When you sell an item through the Service, you will pay to Boxed a commission fee (“Commission Fee”) based on an a mutually agreed-upon commission rate (“Commission Rate”). The Commission Fee will be calculated based on (a) the Actual Price Sold of the Product plus (b) the Shipping Revenue (defined below), if applicable. The Commission Rate may vary depending on your product category.
Boxed may charge the customer a separate amount to cover the shipping cost of the items fulfilled by Boxed (the “Shipping Charge”). A portion of the Shipping Charge may be disbursed to you as revenue (the “Shipping Revenue”). In this case, your Commission Fee will be based off the Actual Price Sold plus the Shipping Revenue.
Example 1: The Retail Price of your Product is $30. You do not enter a Sale Price for your Product in the Seller Portal. A customer purchases the Product for $30. The Actual Price Sold is therefore $30. The Commission Rate for your category is twelve percent (12%). There is no Shipping Charge and therefore, no Shipping Revenue. Boxed’s Commission Fee is $3.60 ($30 * 12%).
Example 2: The Retail Price of your Product is $40. You enter a Sale Price for your Product of $30 in the Seller Portal and a customer purchases the Product for $30. The Actual Price Sold is therefore $30. The Commission Rate for your category is twelve percent (12%). Boxed charges the customer a Shipping Charge of $6.99, of which you collect $4 in Shipping Revenue from the customer. Boxed’s Commission Fee is $4.08 (($30 + $4) * 12%).
Boxed will invoice you on a monthly basis for transactions that occur in the previous calendar month. Payment is due fifteen (15) days from the date of the invoice or as otherwise agreed to in writing by Boxed and you. All commissions will be calculated based on the date the Product is marked as shipped in the Seller Portal.
10. Sales Proceeds; Settlement; Payment Collection Agent
a. Sale Proceeds
For purposes of this Agreement, “Sales Proceeds” means the gross proceeds from your transactions made through the Service, including (i) all shipping, handling, and other charges; and (ii) applicable taxes.
Payments for transactions made through the Service will be transmitted by Boxed’s third-party payment service provider, Braintree, a division of PayPal, Inc. (“Braintree”). To participate as a Seller on the Boxed Marketplace, you must have an active Braintree merchant account that is integrated into the Braintree gateway of Boxed. Your Braintree merchant account, as well as any payments transmitted by Braintree, may be subject to Braintree’s terms and conditions (available on Braintree’s website) and any other documents required by Braintree to establish such account and connect with the Braintree gateway of Boxed. For information on how to obtain a Braintree merchant account, contact your Boxed representative.
Sales Proceeds will settle in your Braintree merchant account automatically. If settlement occurs on a weekend day or U.S. Federal Holiday, a corresponding delay in receiving any funds may occur.
For items sold, the date on which the charge is submitted for settlement is the earlier of (x) the date on which Boxed ships items sold by Boxed to the customer or (y) the date on which you ship the Product(s) to the customer, but no later than six (6) business days from the date the customer places the order.
c. Payment Collection Agent
In the event that Boxed receives any Sales Proceeds from customers purchasing your Products, you hereby appoint Boxed as your limited payment collection agent solely for the purpose of accepting and processing funds on your behalf. You agree that payment of Sales Proceeds made by a customer to Boxed shall be considered the same as a payment made directly to you, and you will provide Products to the customer as if you have received the payment directly from the customer. You agree that Boxed may refund the customer in accordance with these Terms. You understand that Boxed’s obligation to pay you is subject to and conditional upon successful receipt of the associated payments from the customer. In accepting appointment as your limited payment collection agent, Boxed assumes no liability for any acts or omissions of the customer.
d. Additional Information
To use the Service, Boxed may ask for additional information, such as bank or credit card information. You will use only a name you are authorized to use and update the information you provide to us as necessary to ensure that it is at all times accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of any credit card you provide, and to charge such card or debit a bank account you provide to us for any sums payable by you to us (in reimbursement or otherwise).
For any amounts that we determine you owe us, we may (i) charge your credit card on file or any other payment instrument you provide to us; (ii) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (iii) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (iv) reverse any credits to your bank account; or (v) collect payment or reimbursement from you by any other lawful means.
As a security measure, we may impose transaction limits on some or all customers and Sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or if we permit a customer to withdraw from a transaction because the Boxed Marketplace is unavailable following the commencement of a transaction.
It is your responsibility to provide accurate information. Boxed is not responsible for any delays in payment to you that result from you providing Boxed with inaccurate banking or payment information, or your use of applications or systems that are not in Boxed’s control, including, but not limited to, Braintree.
11. Control of the Site
Boxed has the right in Boxed’s sole discretion to determine the design, content, functionality, availability, appropriateness, and other aspects of the Service, the Boxed Marketplace, the Boxed Sites, and any Product display page or method of listing. Boxed may assign any of these rights or delegate any of its responsibilities. Boxed also has the right to cease providing you access to the Service at any time and without notice, delay or halt any transaction, suspend a listing or de-list any of your Products, or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by Boxed or the Boxed Policies. Boxed also has the right to monitor any activity conducted through the Service or on the Boxed Marketplace and investigate any matters that arise from such activity.
Boxed will be free to use any suggestions, comments, ideas, improvements, or other feedback or materials (together, “Suggestions”) that you (or any third party related to you) provide to us in connection with the Boxed Marketplace or any Service (including without limitation any functionality, technology, appearance, design, or modifications). You disclaim any and all ownership rights in any such Suggestions. For purposes of this section, Boxed’s use includes the ability to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing in any manner.
13. Term & Termination
The term of this Agreement (“Term”) will start on the Effective Date of the Boxed Marketplace Service Order Form executed by us and you and will continue until terminated by us or you as provided below.
Either party may terminate the use of the Service or this Agreement for any reason on thirty (30) days’ notice to the other party via the Seller Portal, email, or similar means.
Notwithstanding the foregoing, Boxed may suspend or terminate your use of the Service immediately if we determine that: (a) you have materially breached the Agreement and failed to cure within seven (7) days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your Boxed account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; or (c) your use of the Services has harmed, or our controls identify that it might harm, other sellers, customers, or Boxed’s legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means including the Seller Portal, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. For the avoidance of doubt, Boxed does not need to terminate this Agreement or suspend your access to or use of the Service to block or remove your Product from the Boxed Marketplace.
On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that you will remain responsible for performing your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination. This Section 13 and the following sections shall also survive termination of this Agreement: 9 (Compensation), 10 (Sales Proceeds; Settlement; Payment Collection Agent); 11 (Control of Site); 12 (Suggestions), 14 (License; Intellectual Property), 15 (Data Security); 16 (Representations), 17 (Indemnification), 18 (Disclaimer; General Release), 19 (Limitation of Liability), 20 (Insurance), 22 (Confidentiality), 23 (Customer Data), 26 (Modifications), 27 (Notices), 28 (Disputes), 29 (Governing Law), 30 (Assignment), 31 (Severability); Exhibit A (Data Security Attachment).
14. License; Intellectual Property
“Content” means the materials describing or depicting you or the Products listed by you on the Boxed Marketplace, whether through the Seller Portal or other means, including product information, descriptions, photographs, videos, product data and literature, and any trademarks and copyrights relating to your Products.
All items and Content you provide must comply with U.S. state and federal laws and regulations. By providing Content through the Seller Portal or otherwise, you grant Boxed a limited, revocable, royalty-free and fully paid-up, non-exclusive, worldwide, right and license to use, reproduce, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially exploit in any manner, any and all Content so provided or made available to Boxed; provided, however, that we will not alter any of your trademarks from the form provided by you (except to re-size to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your Content (provided you are unable to do so using standard functionality made available to you via the applicable Service). You represent that your Content does not and will not violate any proprietary or intellectual property rights of any third party and that you have the right, whether through license, ownership or otherwise, to disclose and use such Content in the manner contemplated by or incidental to your submission. You acknowledge that Boxed may use the Content in whole or in part on the Boxed Marketplace or any of the Boxed Sites. Nothing herein or otherwise stated in any Boxed Policy will impair Boxed’s rights under applicable law to use your Content without a license (e.g., through fair use, a third-party license, or referential use under trademark law).
You may not use Boxed’s name, trademarks, or logo, in any way (including in promotional material), or issue any press release or make any public statement related to Boxed or any Service without our advance written permission.
15. Data Security
You will implement appropriate and comprehensive security, encryption during transmission, and organizational, administrative, physical, and technical safeguards in accordance with best industry standards to protect Order Information, Customer Data (defined below) and any other Boxed Confidential Information (collectively, the “Boxed Data”) from unauthorized access, acquisition, disclosure, destruction, alteration, accidental loss, misuse, or damage, and shall ensure that all such safeguards, including the manner in which all Boxed Data is collected, accessed, received, used, stored, processed, disposed of, and disclosed by you, comply with all applicable laws, as well as the terms and conditions of this Agreement, and shall not take, or fail to take, any action that would put Boxed in violation of such applicable laws, and shall promptly notify Boxed in the event any unauthorized access to any Boxed Data is suspected. Your data security obligations are set forth more fully in the Data Security Attachment, attached hereto as Exhibit A, and by this reference incorporated herein. We may require you to meet additional data security obligations as required by law, regulations, or industry standards.
Each party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of its state of incorporation or formation or the country in which it is registered; (ii) it has the full power and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (iii) any information provided or made available by one party to the other party is at all times accurate and complete; (iv) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United States Government, the United Nations Security Council, the European Union or its member states, or other applicable government authority; and (v) it will comply with all applicable laws in performance of its obligations and exercise of its rights under this Agreement.
b. By You
You further represent that: (i) you have valid legal title to all Products and all necessary rights to distribute the Products; (ii) all Products and their packaging will comply with all applicable marking, labeling, and other requirements required by law; (iii) no Product is or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; (iv) you and all of your subcontractors, agents, and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws where the Products are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours, and minimum ages of workers; (v) the Products comply with all applicable state, local and federal laws of the U.S, including but not limited to all laws that regulate or control consumer health and safety, Product safety and environmental protection; and (vi) you will comply with all applicable data security and data privacy laws in connection with your collection, access, receipt, use, storage, processing, disposal of, and disclosure (as allowed hereunder) of all Boxed Data.
If any of your Products is a “pesticide” being offered or sold in the United States or other product regulated under the U.S. Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) or its implementing regulations, then you also guarantee that you are a resident of the United States, and that, with respect to each such product, the pesticides and other FIFRA regulated products comprising each sale, shipment, or other delivery made previously or hereafter are: (x) lawfully registered with the U.S. Environmental Protection Agency at the time of sale, shipment, or delivery, or fully qualified for a specific exemption from the FIFRA registration requirements at the time of sale, shipment, or delivery; (y) compliant with all requirements of FIFRA and its implementing regulations at the time of sale, shipment, or delivery; and (z) provided by you in the original, unbroken packaging.
You agree to defend, indemnify, and hold harmless Boxed, and our officers, directors, employees, and agents (collectively, the “Boxed Indemnified Parties”), against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, reasonable attorneys’ fees) (each, a “Claim”) arising from or related to (a) any actual or alleged breach of any of your representations, warranties or obligations under this Agreement; (b) the Products, including the packaging, content, labeling, offer, sale, and fulfillment of your Products; (c) any actual or alleged infringement of any related intellectual property rights in your Products; (d) any actual or alleged personal injury, death, or property damage related to your Products; (e) any taxes and duties owed by you or the collection, payment, or failure to collect such taxes or duties owed by you, or your failure to meet your tax registration obligations or duties; and (f) your non-compliance with applicable laws.
In the event of a Claim, Boxed shall notify you in writing and provide you the opportunity to assume full responsibility for the defense and resolution of such Claims or matters. You agree not to bind the Boxed Indemnified Parties in settlement without prior written consent. If you fail to take timely action to defend any such suit, Boxed or the Boxed Indemnified Parties may defend such suit at your expense.
18. Disclaimer; General Release
The Seller Portal, the Boxed Marketplace, and the Boxed Sites, including all content, software, functions, materials and information made available on or provided in connection the Service, are provided “asis.” You agree that you are using the Service at your own risk. To the fullest extent permissible by law, Boxed disclaims (a) any and all representations and warranties related to this Agreement or the transactions contemplated by this Agreement; (b) any implied warranties relating to this Agreement (such as implied warranties of merchantability, fitness for a particular purpose or non-infringement); and (c) any other obligation, or liability to you or any third party, whether or not arising from Boxed’s negligence. Boxed does not warrant that the functions and software contained in the Seller Portal, Boxed Marketplace, or Boxed Sites will meet your requirements or be available, timely, secure, uninterrupted or error free. Boxed will not be responsible for any service interruptions, including without limitation those relating to any sales transactions.
Because Boxed is not involved in transactions between customers and Sellers or other participant dealings, if a dispute arises between one or more participants, each participant releases Boxed (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
19. Limitation of Liability
Boxed will not be liable to you (whether in contract, warranty, tort or for claims of negligence, product liability or other claim) for any loss of profit, revenue, business, or data or indirect, punitive or consequential damages arising out of or relating to this Agreement, even if such party has been advised of the possibility of such costs or damages. Boxed’s aggregate liability arising out of or in connection with this Agreement (or transactions contemplated by this Agreement) will not exceed the total amounts paid by you to Boxed during the six-month period prior to the date your claim arose.
You will maintain at your expense throughout the remainder of the Term commercial general liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Boxed, LLC and its assignees as additional insureds. Boxed may require you to carry additional insurance coverage or a higher limit, depending on your Product(s). At our request, you will provide to us certificates of insurance for the coverage to the address in Section 27 (Notices).
For purposes of this Agreement, “taxes” means all sales taxes, taxes on goods and services, value added and consumption taxes, use taxes, excise taxes, import and export fees, regulatory fees, levies or similar charges and duties assessed or required to be collected or paid for any reason in connection with the promotion, offer, sale or fulfillment of any Products by you in connection with the Service.
As between the you and Boxed, you will be responsible for the collection, reporting, and payment of any and all of your taxes, except to the extent that Boxed automatically calculates, collects, or remits taxes on your behalf according to applicable law. All fees and payments payable by you to Boxed under this Agreement are exclusive of any applicable taxes, deductions or withholding, and you will be responsible for paying Boxed any of your taxes imposed on such fees and any deduction or withholding required on any payment.
For purposes of this Agreement, “Confidential Information” means any technical or business information disclosed by us to you, directly or indirectly, in any form, identified at the time of such disclosure as “confidential” or “proprietary”, or understood to be confidential or proprietary. Confidential Information may include, without limitation, any proprietary, technical or other business information; product orders; pricing information; financial data; information related to patents, copyrights, trademarks, trade secrets, technological developments, automation, logistics systems or components, or intellectual property tools, or other proprietary materials; techniques; know-how; information regarding processes; methods including analytical methods and procedures; process conditions; prototypes, drawings, and designs; instruction manuals; training materials; business plans and proposals; sales plans, financial information, marketing, and merchandising plans and/or studies; strategic partners including but not limited to investors and business and/or contractual relationships; intellectual property rights (whether issued or pending); marketing, targeting, advertising and/or branding information; ideas, methods and/or techniques; customer lists and other customer-related information including the identity, or personally-identifiable information, of actual or potential customers or shipping recipients (“Customer Data”); demographics; and any information developed by the Receiving Party (singly or in concert with the Disclosing Party or any other person) in furtherance of the purposes of this Agreement based upon the foregoing Confidential Information. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.”
During the Term and for five (5) years after termination, you agree: (i) to maintain the Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third parties; (iii) not to use any such Confidential Information for any purpose except in the performance of the transactions contemplated by this Agreement; and (iv) to protect all Confidential Information, whether in storage or in use, with the same degree of care you use to protect your own proprietary information against public disclosure, but in no case with less than a reasonable standard of care. Notwithstanding the foregoing, your obligations with respect to Confidential Information will survive termination of this Agreement and the five (5) year period set forth above so long as Boxed is entitled to claim a proprietary interest and/or trade secret in the Confidential Information.
You shall not use such Confidential Information other than as expressly permitted herein or without Boxed’s prior written approval. You agree to return any written, printed or other materials embodying such Confidential Information, including all copies or excerpts thereof, at our request.
You agree to not directly or indirectly disclose to any third party any Confidential Information without our prior approval, unless otherwise required to do so by any law; provided, however, that you will provide Boxed with prompt notice of any such requirement so that we may seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.
Your confidentiality obligations under this Agreement will not apply to the extent any Confidential Information: (a) is now or becomes generally known or available to the public, through no act or omission on your part; (b) was known to you, without restriction as to use or disclosure, prior to receiving such information from Boxed, as shown by your files and/or records prior to the time of disclosure; (c) is rightfully acquired by you from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (d) is independently developed by you without access to any Confidential Information.
You acknowledge and agree that damages at law will be an insufficient remedy if any of the covenants contained in this Section 22 are violated. Accordingly, in addition to any other remedies or rights that may be available to Boxed, Boxed shall also be entitled to seek injunctive relief to enforce these provisions.
You may not use Customer Data in any way that is inconsistent with applicable Law. Notwithstanding the five-year term limit, you must always keep Customer Data confidential.
23. Customer Data
As a result of sales and other activity through the use of the Service, you may receive Customer Data. You may only use Customer Data to perform your obligations and exercise your rights under this Agreement and for purposes of legal compliance. You may not directly or indirectly use Customer Data to: (a) contact any customer that has ordered Product that has not yet been delivered, or any related individual such as a designated shipment recipient, with the intent to offer or solicit any purchase; (b) contact a customer for any reason (including any fulfillment questions which should be handled by carriers except for any fulfillments that require a scheduled delivery with the customer), (c) solicit additional information from the customer or designated shipmen recipient; (d) sell or otherwise transfer Customer Data to any third party; or (e) promote or market to the customer by any means, including, but not limited to, through the use of direct mail, inserts or other in-box promotions, except as otherwise permitted herein.
If Boxed indicates to you that the customer has opted out of partner marketing, then you may not use the Customer Data to contact the individual to solicit or induce a purchase or exchange of products, goods, property, or services.
Regardless of any opt-out information that Boxed provides to you, this Section 23 does not restrict your use of information that you acquire or develop outside the context of Boxed and without the use of Customer Data or other Boxed Confidential Information. For example, if you have a pre-existing relationship with an individual who is also a Boxed customer, and you already have their contact information, this Agreement does not prevent you from contacting them with that contact information for marketing purposes, but you cannot, for example, target that customer because of information learned through transactions made on the Boxed Marketplace or otherwise due to the fact that the customer has a relationship with Boxed.
24. Force Majeure
Boxed will not be liable for any delay or failure to perform any of Boxed’s obligations under this Agreement by reasons, events, or other matters beyond our reasonable control.
25. Relationship of the Parties
Except to the limited extent expressly set forth in Section 10.c (Payment Collection Agent), you and Boxed are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement is for the sole and exclusive benefit of Boxed, you, and customers, and there are no other third-party beneficiaries under this Agreement.
We may change or modify this Agreement by amending, revoking, or adding new policies and posting the updated or new versions (or notice of revocation) or a link to them on a designated portion of the Seller Portal or Boxed Site. Unless the updated or new document specifies a longer delay before its effective date, the changes will take effect at the earlier of (a) fifteen (15) days after posting or (b) your express acceptance of them, such as via a click-through process. Notwithstanding the foregoing, we may change or modify this Agreement or any policy with immediate effect (x) for legal, regulatory, fraud and abuse prevention, or security reasons; (y) to change existing features or add additional features that do not materially adversely affect your use of the Seller Portal or Boxed Marketplace; or (z) to restrict products or activities that we deem unsafe, inappropriate, or offensive.
Your continued use of the Service after the effective date of any change to this Agreement or related policy in accordance with this Section 26 will constitute your acceptance of that change. If you do not agree with the changes, you must discontinue use of the Service and terminate this Agreement as described in Section 13 (Term & Termination).
Boxed will send all notices required by this Agreement to you via the Seller Portal or the e-mail address you provide on the Seller Portal or by any other means then specified by us to the address you provide on the Seller Portal.
You must send all notices and other communications relating to Boxed by using Boxed’s then specified method on the Seller Portal or by certified mail or overnight delivery to Boxed, LLC, Attention: Legal, 451 Broadway, 2nd Floor, New York, NY 10013, or at the address for Boxed set forth on the Seller Portal.
a. Mandatory Mediation
You and Boxed agree to attempt to resolve any dispute arising out of or relating to this Agreement (a “Dispute”) by mediation in New York, NY or other location agreed upon by the parties, which shall be conducted by a third-party neutral mediator under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree.
Either party may commence the mediation process by providing written notice to the other party, setting forth the subject of the Dispute and the relief requested. Within ten (10) days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice. The initial mediation session shall be held within thirty (30) days after the initial notice. The parties agree to share equally the costs and expenses of the mediation (which shall not include the expenses incurred by each party for its own legal representation in connection with the mediation).
The parties further acknowledge and agree that mediation proceedings are settlement negotiations, and that, to the extent allowed by applicable law, all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties or their agents shall be confidential and inadmissible in any arbitration or other legal proceeding involving the parties; provided, however, that evidence which is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
The provisions of this Section 28a. may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by the party against whom enforcement is ordered.
b. Class Action Waiver
Boxed and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court, Boxed and you each waive any right to a jury trial.
29. Governing Law
You agree that the laws of the State of New York (without regard to principles of conflict of laws) will govern this Agreement and any claim or dispute between you and Boxed.
Neither this Agreement nor any of the rights or obligations hereunder may be transferred or assigned by either party without the prior written consent of the other party; provided, however, that Boxed may assign this Agreement in accordance with Section 11 (Control of the Site) or to any of its affiliates or in connection with a sale of its business without your consent.
If any court or other authority finds any provision of this Agreement to be unenforceable for any reason, then that provision shall be severable from these terms and conditions and the court should enforce all other provisions to the greatest degree possible.
Data Security Attachment
Seller understands and agrees that Boxed highly values the confidentiality, integrity, and security of the Boxed Data that it makes available to Seller directly and indirectly, and, as a result, data security is a top priority of Seller.
This Data Security Attachment describes policies and procedures Seller has implemented that are intended to protect against the loss, misuse, unauthorized access, alteration, and disclosure of Boxed Data.
1. Information Security. During the Term, Seller will:
1.1 Maintain and implement a written information security program consistent with or superior to applicable law and prevailing industry standards that includes (i) information security policies; (ii) access management; (iii) physical security; (iv) incident response plans; (v) hiring policies; (vi) employment termination policies; (vii) privacy policies; (viii) data security procedures; and (ix) annual risk assessment reviews.
1.2 Maintain physical, electronic, and managerial safeguards intended to protect against any actual, suspected or alleged (i) unauthorized use, access, disclosure, alteration, or destruction of Boxed Data, or (ii) compromise of the security, confidentiality or integrity of Boxed Data, or the physical, technical, administrative or organizational safeguards put in place by Seller, its employees or contractors that related to the Boxed Data (“Security Breach”). This includes, but is not limited to, (i) securing business facilities, data centers, paper files, servers, backup systems, and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability, in a manner intended to prevent any unauthorized access in accordance with industry standards, (ii) implementing network, application, database, and platform security appropriate to the nature of the information being transmitted; and (iii) implementing appropriate authentication and access controls within media, applications, operating systems, and equipment.
1.3 Maintain physical or logical separation of Boxed Data from information of Seller, its affiliates and/or its other customers so that Boxed Data is not commingled with any other types of information.
1.4 Install and maintain firewalls intended to help protect Boxed Data accessible via the Internet or from other untrusted networks.
1.5 Maintain intrusion detection and prevention measures and host-based security controls.
1.6 Encrypt Boxed Data, backups of Boxed Data, and/or authentication credentials at rest or in transit across external untrusted networks in accordance, at a minimum, with one or more of the following cryptographic methods:
i. Transport Layer Security (TLS) Version 1.2 or greater
ii. Elliptic Curve Diffie-Hellman Ephemeral (ECDHE)
iii. Rivest-Shamir-Adleman 2048-bit (RSA-2048) or Elliptic Curve Cryptography 256-bit
iv. Advanced Encryption Standard (AES-256) or ChaCha stream cipher and Poly1305 authenticator (CHACHA20 POLY1305)
v. Secure Hash Algorithm 2 (SHA-2) 256-bit or greater
Seller will notify Boxed on any deviations from these methods or the use of any methods
not listed above.
1.7 Utilize anti-virus and malware detection software against appropriate Seller information assets.
1.8 Implement a risk management program to conduct risk assessments, address security vulnerabilities, deploy security patches within a commercially reasonable timeframe and promptly implement, at Seller’s sole cost and expense, a corrective action plan to correct any issues that are reported as a result of the testing.
1.9 Implement and maintain a written information security program in accordance with prevailing industry standards, including appropriate policies, procedures, and risk assessments that are reviewed at least annually.
1.10 Implement controls to help prevent a third party from accessing, using or disclosing Boxed Data except as specifically authorized in the Agreement or as otherwise approved by Boxed in a writing delivered prior to any such access, use or disclosure.
1.11 Restrict Seller access to Boxed Data to only those Seller authorized personnel who are subject to background checks consistent with applicable law, nondisclosure and confidentiality obligations with respect to Boxed Data in accordance with Section 22 (Confidentiality) of the Agreement, and who have participated in privacy and information security training, and only provide such access as necessary to develop and deliver the Products to Boxed’s customers as contemplated under the Agreement.
1.12 Store, process, transmit, use, access and collect Boxed Data only in the United States of America.
2. Use, Retention, and Disclosure of Boxed Data.
2.1 Seller acknowledges that Seller is a “service provider” as defined under the California Consumer Privacy Act with respect to Boxed Data and that Boxed is disclosing any such information to Seller for the specific and limited purposes set forth in the Agreement. Pursuant to the obligations set forth in the California Consumer Privacy Act, Seller will provision, at a minimum, a designated and attendant email address to receive and process data access, deletion, and opt-out requests submitted by Boxed.
2.2 Seller will not use Boxed Data except as authorized under the Agreement or as otherwise instructed in writing by Boxed.
2.3 In accordance with the terms of the Agreement or upon Boxed’s earlier request, Seller will destroy or, upon Boxed written request, return any and all Boxed Data in its possession or control (including in the possession or control of any third parties subject to Seller’s direction or control), and purge Selle’s service environment from Boxed’s systems, each in accordance with widely-accepted technical standards, such as NIST’s Special Publication (SP) 800-88 Revision 1, Guidelines for Media Sanitation. Seller will provide written confirmation of destruction or completed return, as applicable, of all Boxed Data within twenty (20) calendar days following Boxed’s written request. Seller understands that these obligations may be modified in accordance with changes in applicable data protection laws, including the California Consumer Privacy Act.
3. Third Party Audit and Testing.
3.1 Seller will monitor the effectiveness of is security policies and practices, and perform at least an annual Statement on Standards for Attestation Engagements 18 (SSAE-18) SOC 2 Type II assessment, or its industry successor, for the Services, to be conducted by an independent third-party auditor. Upon Boxed’s written request, Seller will provide a summary of its then-current SSAE-18 SOC 2 Type II.
3.2 Seller will conduct, via a qualified independent third party, attack and penetration testing of the services to be provided under the Agreement no less frequently than quarterly, and provide a summary of such testing to Boxed upon written request. Seller will immediately address any and all identified vulnerabilities in accordance with industry best practice.
4. Response to Security Breach.
4.1 Seller will promptly notify Boxed by email (firstname.lastname@example.org with a copy to email@example.com) upon becoming aware of any actual, suspected or alleged Security Breach. Such notification shall include a detailed description of the Security Breach, including date and time of discovery and steps taken since the time of discovery.
4.2 After providing notice of a Security Breach to Boxed, Seller will use its best efforts to take the following additional actions to assist Boxed’s own internal data breach investigation and incident response:
i. Identify the specific nature of the Security Breach and the potential implications;
ii. Assist with any investigation;
iii. Take immediate measures to help contain, control and remedy the Security Breach in accordance with industry best practices;
iv. Provide reasonable cooperation and relevant data to Boxed and its affiliates, employees, consultants and other Representatives;
v. Facilitate interviews with Representatives of Seller and other third parties involved in the Security Breach;
vi. Maintain, preserve and make available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law, regulation, industry standards, or as otherwise required by Boxed;
vii. Monitor the situation for evidence of continuing or additional Security Breaches;
viii. Promptly help to remedy the circumstances that permitted the Security Breach to occur and use best efforts to prevent a recurrence of any such Security Breach;
ix. Reimburse Boxed for all actual costs and expenses incurred by Boxed in responding to, and mitigating damages caused by, any Security Breach caused by Seller, including all costs of notice and/or remediation; and
x. Cooperate at its own expense with Boxed in any litigation, investigation, or other action deemed necessary by Boxed to protect its rights relating to the use, disclosure, protection and maintenance of Boxed Data.
4.3 Unless required by applicable law as evidenced by an opinion of counsel, Seller shall not inform any third party of any Security Breach involving or that is suspected of involving Boxed Data without first obtaining Boxed’s prior written consent, other than to inform a complainant that the matter has been forwarded to Seller’s legal counsel. Further, Seller agrees that Boxed shall have the sole right to determine: (i) whether notice of the Security Breach is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law or regulation, or otherwise in Seller’s discretion; and (ii) the contents of such notice, whether any type of remediation may be offered to affected persons, and the nature and extent of any such remediation (provided that if required, Seller shall cooperate with Boxed to prepare and provide any such notices).
5. Equitable Relief.
Seller acknowledges that any breach of its covenants or obligations regarding any data Security Breaches set forth in this Exhibit A (including any Security Breach) will cause Boxed irreparable harm for which monetary damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, Boxed is entitled to seek immediate equitable relief, including a restraining order, injunctive relief, specific performance, and/or any other relief that may be available from any court, in addition to any other remedy to which Boxed may be entitled at law or in equity, in each case, without the need to prove any damages. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
6. Material Breach.
The parties agree that Seller’s failure to comply with any of the provisions of this Exhibit A is a material breach of the Agreement.
THE BOXED MARKETPLACE PRODUCT LISTING POLICY
Last updated May 5, 2021
Boxed will work with our Boxed Marketplace Sellers to ensure the highest standards of product quality. Our customers must receive information about product sales that is complete, accurate and presented in an easy to understand manner in accordance with all applicable rules and law. All defined terms shall have the meanings ascribed to them in the Boxed Marketplace Agreement unless otherwise defined herein.
Boxed’s curated product catalog ensures our customers are presented with high-quality items through a user-friendly shopping experience. Boxed determines, in its sole discretion, which products and brands appear on the Boxed Marketplace, and the publication of all product listings, including content, appearance, and design. As a result of this curation process, all items must be pre-approved by Boxed and comply with this policy.
When you submit an item, Boxed will review your submission and approve within fourteen (14) days of your submission. We may follow up with additional questions about your product(s) and request supporting or additional documentation.
Boxed will review product information you submit to us and determine when, where and how the product will appear in search results and displayed to users.
Product and Content Guidelines
Required Product Information
You must provide complete and accurate Content, in accordance with the Agreement, including all required product warnings and disclosures to ensure compliance with applicable state and federal laws. A non-exhaustive list of the information we require you to submit for each product is provided in Schedule 1.
Items must be new, unused and in original condition. Boxed does not support the sale of used or refurbished products. The item’s original manufacturer’s warranty (if there is one) must still apply.
Manufactured Products Only
All items listed on the Boxed Marketplace are expected to be professionally manufactured products; in other words, not homemade. Each item listed must have a unique identifier that is not specific to the Seller such as a standard product code (e.g., ISBN, UPC, EAN, etc.), or brand/manufacturer part number.
Boxed does not allow any counterfeit product to be sold on the Boxed Marketplace. All items must be authentic with no modifications to the product, packaging or package contents, as produced by the original manufacturer. Boxed reserves the right to prohibit any product or product description that could reasonably be held to infringe, misappropriate or otherwise violate any proprietary or intellectual property rights of a third party, including any “knock-off” products. Sellers are responsible for ensuring that all products they list for sale on the Boxed Marketplace have all rights necessary for such listing and sale, including any permissions to deviate from manufacturer pricing or licenses to list on certain channels and within certain geographic territories. Boxed reserves the right to make judgments about whether a listing is appropriate.
You should be authorized to sell the products that you list on the Boxed Marketplace. If you list a product for which the manufacturer has established an authorized reseller or dealer program/policy (“Authorization Policy”), then Boxed reserves the right to defer to the manufacturer’s Authorization Policy by recognizing only the manufacturer’s authorized dealers as Boxed Marketplace Sellers with respect to selling that particular product (“Authorized Resale Product”) on the Boxed Marketplace. Boxed will work with manufacturers and any affected Seller to address these issues and, if applicable, verify authorization. Boxed reserves the right to curtail or suspend any Seller’s access to the Boxed Marketplace for repeated attempts to make unauthorized sales of Authorized Resale Products.
Adult and Sexual Wellness
Boxed generally allows the listing of adult and sexual wellness products; however, we reserve the right to disqualify certain products at any time.
When listing adult/sexual wellness products, you must submit and display pictures of the actual product only. You must also refrain from submitting any images and/or content that contain nudity, profanity, or graphic adult language. If the packaging on these items includes such images and/or content, it must be blacked out prior to submitting through the Seller Portal.
Hateful Content Prohibited
You must present your Products in a way that does not promote, support, or glorify illegal activities or hatred toward or otherwise demean others on. Boxed will not tolerate demeaning or hateful content based on race, ethnicity, gender, gender identity, religion, disability, or sexual orientation, nor does Boxed tolerate items or content that promote organizations with such views.
You will find a list of prohibited products in Schedule 2. This list is not exhaustive. Boxed reserves the right to modify our list of Prohibited Products at any time. There may also be exceptions where Boxed will authorize pre-approved Sellers to list an item or a category on this list on a case-by-case basis. If you have any questions, please contact us through the Seller Portal or email your Boxed account representative.
Additionally, Boxed may prohibit the listing of items on the Boxed Marketplace that are or may be legal, but are either highly regulated or do not meet Boxed’s vision for the Boxed Marketplace (in both cases, as determined by Boxed in its sole discretion).
Compliance with Consumer Product Laws
You are solely responsible for ensuring and verifying that the products you list on the Boxed Marketplace comply with applicable federal and state laws, including cautionary statements in product descriptions. You should familiarize yourself with federal and state laws and regulations applicable to consumer products and work closely with your suppliers to ensure that all products sold are compliant with all applicable laws.
You are also responsible for updating your Content as necessary to comply with newly enacted applicable legal requirements. You represent and warrant that all Content complies with all legal requirements at any time such determination is made.
Any Product information you provide to Boxed may be used to determine appropriate taxation. You agree to reimburse Boxed for any fines, underpayments, or penalties that result from any error, omission, or deficiency in your description of the Product, or any documentation or other information you provide to Boxed, including, but not limited to, the required information listed in Schedule 1.
In the event of a recall on your product(s), Boxed reserves the right to remove your product(s) from the Boxed Marketplace until you have demonstrated, to our satisfaction, that your product(s) are not, or are no longer, impacted by such recall.
By listing a product on the Boxed Marketplace, you acknowledge and agree that you, the Seller, are responsible for identifying any legally required disclosures and statements, including, but not limited to, cautionary statements/warning labels (e.g., choking hazard warning) for games or toys for children, as required by the Federal Hazardous Substances Act (FHSA), and any toxicant or carcinogenic warnings, as required by California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65). You must provide these warnings and any applicable disclosures through the Seller Portal, or as otherwise instructed by us, with the understanding that they will be used on the Boxed Marketplace.
Product Listing Policy Violations
Boxed always reserves the right to modify our policies, including this Product Listing Policy, at any time. If we believe a Seller is either inadvertently or intentionally acting in a manner inconsistent with this or any of our policies, Boxed reserves the right to terminate any product listing(s) in Boxed’s sole discretion. Ongoing violations of this or any other Boxed policy may result in revocation of your privilege to use the Service and sell via the Boxed Marketplace. If appropriate, Boxed will also take legal action against a Seller that violates this or any other Boxed policy.
Required Product Information
Below is a non-exhaustive list of the information we will need about your Products. Boxed will contact you if we need additional or supporting information or documentation.
- Product SKU
- Unique IDs (e.g., GTIN-8/12/13/14, ISBN10, UPC, EAN, etc.)
- Product brand
- Product manufacturer
- Manufacturer part number
- Product Title: Short description of the product (≤ 500 characters)
- Product Description: Long description of the product (3-5 sentences)
- Product Description Bullets: Highlighting unique product feature descriptions (3-5 bullets).
- Nutrition Panel
- Allergen information
- Product claims, e.g., Gluten Free, GMO, Kosher, HALAL, Protein, Good Source of Fiber, Fair Trade, Organic, Vegan, Low Sodium, Whole Grain %
- Product Safety Certification Organization and Certificate Number, e.g., ANSI, ETL, UL
- Cautionary Statements
- Prop 65 statement
- HAZMAT, if applicable
- Material Safety Data Sheet
- Product Variation Information: Information to identify the various attributes/features of your Product.
- Multi-Pack Quantity: The number of items that make up the product offering. Accuracy of this field is essential to ensure listing integrity.
- Retail Price
- Minimum Advertised Price (MAP) (if applicable)
- Product Images: A main image and a hover image must be provided. You may include up to fifteen (15) additional images.
- Acceptable formats: .jpg or .jpeg
- Resolution: 2048px X 1600px at 144 DPI
- Package Dimensions: Length, width and height, in inches, of the product in its shippable (i.e. packaged or boxed) configuration.
- Shipping Weight: Weight, in pounds, of the product in its shippable (i.e. packaged or boxed) configuration.
- Alcoholic beverages, unless pre-approved by Boxed.
- Anything illegal, whether to sell in the United States, or any products that are illegal on a state or municipal level, or that Boxed believes are intended to produce an illegal product or undertake an illegal activity.
- Animals, including live animals, items made from certain animals (such as endangered animals or those threatened under the U.S. Endangered Species Act), or ivory from ivory-producing animals such as whales or elephants.
- Automotive electronics intended or designed to affect traffic.
- Currency, coins, cash equivalents, and gift cards.
- Drugs or other controlled substances (other than common over-the-counter drugs that are legal, do not require age verification, and are pre-approved by Boxed), or products that are intended to simulate illegal drugs.
- Hazardous or dangerous chemicals (or items containing them), unless pre-approved by Boxed.
- Human body parts (other than wigs).
- Guns, gun parts, and ammunition including BB/pellet/airsoft guns.
- Most medical products. This includes products that require FDA clearance or approval and have not been cleared or approved by the FDA for over-the-counter use, or certain other medical devices (regardless of FDA clearance or approvals), such as catheters or hearing aids.
- Items that promote or glorify hatred, violence, racial, sexual or religious intolerance.
- Real property and real estate.
- Recalled products (see www.recalls.gov)
- Stocks and other securities.
- Tobacco or products that contain tobacco, or any other product containing nicotine.
- Weapons, such as swords, batons, num-chuks, throwing stars, unauthorized knives (switchblades, etc.), clubs, etc. Kitchen knives, other household knives and the like are permitted.
THE BOXED MARKETPLACE REFUNDS & RETURN POLICY
Last updated May 3, 2021
To best service our customers, the Boxed Customer Service Team will be the first point of contact for any customer inquiries related to transactions conducted on the Boxed Marketplace. In the event you, the Seller, receive a customer inquiry about an order, you agree to forward those inquiries to Boxed at firstname.lastname@example.org.
Without limiting your obligations, Boxed, in our sole discretion, will determine if a customer’s request for a cancellation, refund, return, or other adjustment is appropriate. Where we determine the Seller has responsibility, Boxed will submit these customer requests to you along with the resolution, as determined by Boxed. In the event Boxed makes any payments to the customer on your behalf, or issues any credits, you agree to reimburse us for all such amounts. You may appeal if you disagree with our finding within thirty (30) days after our notification of our determination; however, you must abide by the performance expectations described below while your appeal is pending.
Unless otherwise agreed to in writing by Boxed, any refunds issued to the customer must be for the full amount paid by the customer, including shipping cost and sales tax. In some cases, Boxed may determine that a refund is warranted without a return. These include, but are not limited to, lost shipments or the item(s) condition prevents a return. Boxed may also determine that you or your agent’s error was the reason for the return and/or refund (e.g., wrong item shipped or defective/damaged item(s)). You remain responsible for issuing refunds to customers where Boxed determines a refund is appropriate.
In general, Boxed customers have the right to request free returns of items for up to fourteen (14) days after the delivery date. Sellers must accept returns up to forty-five (45) days after the product delivery date. Boxed will reach out to the Seller so that the Seller can provide the return shipping label to be used by the customer. Sellers must pay for any return shipping costs associated with the returned item.
To ensure a positive Boxed customer experience, Boxed expects Sellers to review and process 99% of: (a) refunds within two (2) business days of receiving the refund request; and (b) returns within two (2) business days of receiving the item. Boxed will work with the Seller to address any issues or concerns related to performance metrics.
Monitoring for Abuse
Boxed’s Customer Service Team will monitor customer behavior and may address any issues of abuse of the Boxed customer-facing terms and conditions (available at https://www.boxed.com/terms-conditions). Boxed will determine when a customer’s account will be inactivated due to abuse.