Semaiah.com Vendor Agreement

This Vendor Agreement between third parties (“you”) and Space Age Investment Group, LLC. (“us”, “we”, admin, semaiah.com or “Semaiah.com”) (the “Agreement”) sets out the terms for listing your Product(s) on the Semaiah.com Site.

The Marketplace

Semaiah.com is an online marketplace designed for Maryland Owned Independent Small Business to connect with their community and encourage and enhance the local economics.

At Semaiah.com we think a an Independent Owned Independent Small Business is defined as Businesses with very few retail outlets, usually a single store, with no headquarters or centralized management. Owner-operated (Individual, family, or partnership, unfranchised) and usually run from the shop (or from one of the shops where there are a couple), or a cottage industry business or home.

A small business with fewer than 50 employees
A small business operated by a self-employed person with no paid help
A micro-business or cottage industry business is defined as a small business with fewer than five employees.

Semaiah.com does not monitor or regulate Vendor Business legal requirement such as business/vendor licenses, registered business numbers, tax collection requirements with the IRS. These are the responsibility of the small business owner.

To enable this marketplace to function and thrive it is crucial that all Semaiah.com members follow our marketplace policies.

Marketplace Commission & Fees

Admin Fee: Admin receives payment and will deduct 5% of the vendor’s payment as the Admin fee and send the rest of it to the vendor.
Percentage: The percentage amount that will be charged on the total transaction or sale value is five percent. For e.g, if Product X is $100 and the customer orders 3 of them. In this case, admin fee charged is 5% of the total transaction, then admin would receive $15 [(100*3) * 5/100]. The rest $285 goes to the vendor.
Payment Processing Fees: A standard payment processing fee of 3% when using credit card, 2.5% fee using PayPal and $1.00 bank transfers.
Withdrawal charges: Withdraw fees are $0.33 per withdraw. No charges for using cryptocurrency as way of payment or withdraw.
Vendor: Agrees to bear all the applicable taxes duties, or other similar payments arising out of the sales transaction of the product through the online page and Semaiah.com shall not be responsible to collect, report, or remit any taxes arising from any transaction.

Obligations of The Vendor

The Vendor shall:

Through the interface provided by Semaiah.com on the creation on online page of Vendor, shall upload the product description, images, disclaimer, price and such other details for the products to be displayed and offered for sale through the said online page.
Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Vendor shall ensure to upload the product description and image only for the product which is offered for sale through the online page.
Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online page.
The Vendor shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Page and for which the Customer has placed the order.
The Vendor shall not offer any Products for Sale on the online page, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under U.S. laws.
The Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor.
The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Local, State and Federal Taxes, etc.
The Vendor shall pay the Company a service charge as specified by the Company on every transaction.

Semaiah.com Reserves The Right

Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online page by the Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions. In such an event, the Company reserve the right to forthwith remove/close the online page of the Vendor without any prior intimation or liability to the Vendor.
Company reserves the right to provide and display appropriate disclaimers and terms of use.

Semaiah.com Is Not Liable

The Company on the basis of representation by the Vendor has created the online page of the Vendor on semaiah.com portal to enable Vendor to offer the Vendor’s products for sale through the said online page. This representation is the essence of the Contract.
Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online page (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a facilitator for sale of the Vendor’s Product, hence the semaiah.com or Space Age Investment Group, LLC is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its website/online page.

Term, Termination and Effects of Termination

The Term of this Agreement shall commence on the date of execution of the contract and shall continue until terminated by either party giving the other 30 days written notice.

Effect of Termination

In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on Online page with immediate effect.

Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.

Removal of Products

While we do not take on an obligation to monitor the Products or their content, we reserve the right to suspend or remove a Product, or to remove any vendor account from the Semaiah.com Site, at any time in our discretion. We will give you 30 days’ notice before we remove a Product, but we may suspend a Product immediately for the reasons listed in A-E below. Once suspended, a Product will not be available for purchase or renewal until/unless the issue is resolved.
Suspending a Product temporarily or removing a Product from future distribution does not affect the rights of active customers.
In the event that we remove a Product for any of the following reasons, as determined in our sole discretion, you will be required to continue to provide support to active customers until the subscription term for that Product is due for renewal or refund purchases of customers who purchased the Product within the past year, as we reasonably determine:
1. the Product or any portion thereof infringes or misappropriates any third party’s intellectual property rights or any other rights of any third party and you are not able to develop a work around or obtain a license so that the Product is non-infringing within a period of 14 days;
2. the Product or any portion thereof violates any applicable law or is subject to an injunction;
3. the Product or any portion thereof violates Semaiah.com Policies and Conditions.
4. the Product or any portion thereof poses a risk of damaging Semaiah.com or any third party’s software or systems, or is deemed by us to have a virus or be malware or spyware;
5. the Product or any portion thereof violates the terms of this Agreement;
6. the Product receives legitimate low Product ratings or support ratings or is not being adequately supported by you;
7. the Product becomes redundant due to a feature being rolled into Semaiah.com marketplace; or
8. in response to your request to terminate this Agreement or remove the Product.

Intellectual Property Rights

It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.

Entire Agreement

This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.

Limitation of Liability

Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party.

Relationship of Parties

Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company, Semaiah.com or Space Age Investment Group, LLC.

Last updated: 5/21/2021