These terms and conditions outline the rules and regulations for being a member of The Distribution Network, powered by Etail Solutions.
Etail Solutions is located at: 2150 3rd Street Suite 7 White Bear Lake, MN – 55110, United States
By becoming a member of The Distribution Network we assume you accept these terms and conditions in full.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing law of United States. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
TRADING PARTNER & NETWORK PARTICIPATION TERMS
These Trading Partner & Network Participation Terms (the “Terms”) govern participation in The Distribution Network, a managed trading and fulfillment network enabled and operated by Etail Solutions, LLC (“Etail”), and the provision of related technology and services.
By executing an Order Form referencing these Terms, or by participating in The Distribution Network or using the Services, the participating entity (“Trading Partner”) agrees to be bound by this Agreement.
These Terms, together with all executed Order Forms, Statements of Work (“SOWs”), and incorporated exhibits (including Exhibit A — Role-Based Network Participation Standards), form the “Agreement.”
1) Purpose & Network Framework
The Distribution Network is a managed trading and fulfillment network designed to enable reliable and efficient commerce between independent supply-side and demand-side participants.
Participation in the Network requires adherence to shared operational, data, and conduct standards so that all Trading Partners may transact with confidence.
Etail provides the technology, connectivity, orchestration, and governance necessary to support Network participation. Etail manages Network standards but does not guarantee commercial outcomes or fulfillment performance. Etail does not buy, sell, store, ship, distribute, or take title to goods.
2) Definitions
2.1 “Etail Vantage Platform” or “EVP” means Etail’s proprietary software platform providing order management system (OMS) functionality, inventory management and control, distributed order management (DOM), distributed inventory management (DIM), orchestration, workflow, analytics, integrations, and related operational capabilities.
2.2 “The Distribution Network” or “TDN” means the ecosystem of independent Trading Partners, together with the underlying technology and connectivity developed and operated by Etail, that streamline onboarding, maintain connectivity, and enable efficient commerce between participants.
2.3 “Services” means all products and services provided or made available by Etail under the Agreement, including EVP functionality, services enabling participation in The Distribution Network, professional services (if applicable), integrations, support, and other services specified in an Order Form or SOW.
2.4 “Trading Partner” means any independent entity participating in The Distribution Network or using the Services, including brands, distributors, sellers, retailers, or other supply- or demand-side participants.
2.5 “Order” means a sales order representing a discrete commercial fulfillment event processed, routed, or orchestrated through the Services and intended to be fulfilled to an end customer or Trading Partner. An Order is the primary billable unit under the Agreement, regardless of fulfillment path. Documents supporting fulfillment of an Order (including purchase orders, acknowledgments, shipment notices, invoices, and similar records) are part of the same Order and do not constitute separate billable Orders. Returns constitute separate Orders; documents related to processing a return are part of that return Order.
2.6 “Order Form” means a written or electronic ordering document executed by Etail and Trading Partner specifying applicable Services, tiers, pricing, minimums, and commercial terms.
2.7 “Customer Data” means data submitted to or transmitted through the Services by or on behalf of a Trading Partner, including product information, inventory data, order details, pricing, fulfillment data, and related transactional records.
2.8 “Demand-Side Partner” means a Trading Partner generating demand (Orders) to be submitted to The Distribution Network for fulfillment, including brands, sellers, and retailers.
2.9 “Distribution Partner” means a Trading Partner providing fulfillment services through The Distribution Network, including distributors, warehouses, and fulfillment centers.
2.10 “Authorized Service Provider” means an independent third party engaged by a Trading Partner to provide consulting, implementation, or development services related to the Services.
2) Trading Partner Roles and Responsibilities
Participation in The Distribution Network is expressly conditioned upon compliance with Exhibit A — Role-Based Network Participation Standards, which is incorporated into and forms part of this Agreement.
All Trading Partners — regardless of commercial tier, fee status, or invitation status — are bound by Exhibit A.
Failure to comply with Exhibit A constitutes a breach of this Agreement and may result in remedial action, including warning, temporary suspension, restriction, or termination of Network participation.
Etail may update Exhibit A from time to time to reflect evolving operational, technical, or governance requirements of The Distribution Network, provided that such updates are not retroactively punitive and are communicated to Trading Partners in advance where practicable.
3) Demand-Side Partner Responsibilities.
4.1 Independent Parties. Trading Partners are independent entities. Nothing in the Agreement creates a partnership, joint venture, employment, or agency relationship. Neither party is authorized to make commitments on behalf of or otherwise bind the other party without the prior written consent of that party.
4.2 Commercial Relationships. All commercial terms between Trading Partners — including pricing, payment, fulfillment, warranties, and returns — are solely between those Trading Partners. Etail is not a merchant of record, distributor, fulfillment provider, or agent. Each Trading Partner is responsible for costs arising from its own operational failures in Network transactions, as further described in Exhibit A.
4.3 Recommended Roles. Where Etail functionality is being implemented, Etail strongly recommends that Trading Partner designate the following roles: (a) an Executive Sponsor with decision-making authority who will serve as the primary point of contact for communications and approvals; (b) a Project Lead responsible for overseeing the implementation process and acting as the primary liaison between Trading Partner’s internal team and Etail; and (c) a Power User who will serve as the primary operational expert for the Etail platform within Trading Partner’s organization. These roles may be combined as appropriate for Trading Partner’s organization.
4.4 Delay Protection. Etail shall not be responsible for any delay in performance or failure to meet its obligations under this Agreement or any Order Form or SOW that is caused, directly or indirectly, by: (a) Trading Partner’s unreasonable failure to cooperate; (b) the unavailability or unresponsiveness of Trading Partner’s designated personnel, suppliers, or any contacts required to complete an integration; (c) delays in delivery or defects of materials or data to be provided by Trading Partner; or (d) any event of Force Majeure as defined in Section 21.
4) Distribution Partner Responsibilities
5) The Distribution Network Responsibilities
5.1 Provision of Services. Etail will make the Services available to Trading Partner pursuant to this Agreement and any applicable Order Forms.
5.2 Implementation. Etail will provide implementation services as described in the applicable Order Form or SOW based on the terms and timing described therein.
5.3 Support. Etail will provide support appropriate to the Services purchased, as specified in the applicable Order Form. Higher tiers of support or additional professional services may be available for purchase.
5.4 Uptime. Etail will use commercially reasonable efforts to maintain 99.5% uptime for the Services, measured monthly, excluding planned downtime, regularly scheduled maintenance, and any unavailability caused by Force Majeure Events. Planned maintenance windows will be communicated to Trading Partners in advance where practicable.
5.5 Subcontractors. Etail may engage subcontractors and third-party service providers in connection with the delivery of Services, provided that Etail remains responsible for the performance of its obligations under this Agreement and ensures that such subcontractors are bound by confidentiality obligations no less protective than those set forth herein.
Etail provides the Services to enable participation in The Distribution Network, including access to EVP functionality, connectivity, orchestration, integrations, reporting, monitoring, and professional services as specified in applicable Order Forms or SOWs.
6) Fees and Payments
Etail facilitates the transmission, routing, and processing of data between Trading Partners through The Distribution Network and the Etail Vantage Platform. Each Trading Partner is solely responsible for the accuracy, completeness, and legality of the data it publishes to the Network, including but not limited to product information, inventory availability, pricing, order details, and fulfillment data.
Etail does not independently verify Trading Partner data and shall not be liable for errors, omissions, or misrepresentations in data originated by a Trading Partner.
Each Trading Partner warrants that data, products, and transactions it contributes to the Network are accurate to the best of its knowledge, legitimate, and in compliance with applicable law. This warranty is separate from and in addition to the operational standards set forth in Exhibit A.
This section is a material term of this Agreement.
7) Term and Termination
7.2 Minimum Commitments. If an Order Form includes minimum monthly commitments and actual usage falls below the minimum in any billing period, Etail may invoice the difference.
7.3 Payment Method. All Demand-Side Partners are required to establish and maintain a valid payment method on file as a condition of Network activation and continued participation. Etail’s primary payment method is ACH transfer. If Trading Partner elects to pay via credit card, a processing fee of 3% will be added to all charges. Distribution Partners will be invoiced via standard accounts payable process unless otherwise agreed.
7.4 Invoicing & Payment Terms. All recurring monthly fees — including platform subscriptions, minimum commitments, and transaction fees for the prior month — shall be invoiced on or around the first (1st) day of each calendar month and charged automatically via the payment method on file. Etail shall invoice Trading Partner for all other fees when due. Unless otherwise specified in the applicable Order Form, non-recurring invoices are due within thirty (30) days of invoice date. Trading Partner’s payment of Etail’s invoices shall in no way be conditioned upon or delayed pending Trading Partner’s receipt of payment from any third party.
7.5 Implementation Payments. Upon execution of an Order Form or SOW that includes implementation services, Trading Partner shall pay twenty-five percent (25%) of the estimated implementation fees as a down payment. This down payment shall be applied to implementation services as they are incurred. Upon depletion of the down payment, Trading Partner shall be invoiced monthly for remaining implementation services as incurred. All implementation-related fees shall be due prior to turning on (“Going Live”) any Etail functionality in a production capacity, unless otherwise specified in the applicable Order Form or SOW.
7.6 CPI Escalation. Etail reserves the right to adjust any fees under this Agreement — including platform fees, transaction rates, minimum commitments, and professional services rates — by the Consumer Price Index on the first anniversary of the applicable Order Form commencement date, and annually thereafter. The index used shall be the U.S. Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (CPI-U), 12-month percentage change. Etail will provide Trading Partner with thirty (30) days’ prior written notice of any increase. No single annual increase shall exceed 5%. This right is exercised at Etail’s discretion and does not obligate Etail to increase fees.
7.7 Late Payment. All unpaid invoices shall accrue interest at the rate of 1.5% per month (18% per annum) for any balances thirty (30) days overdue. Etail reserves the right to suspend Services and Network participation after written notice for balances sixty (60) days or more overdue. Additionally, Etail shall be entitled to recover expenses incurred in its efforts to collect unpaid fees, including, without limitation, court costs and reasonable attorneys’ fees.
7.8 Insufficient Funds. In the case where Etail attempts to charge Trading Partner’s credit card or bank account (ACH) for standard recurring payments and funds are not able to be collected, Etail shall add an insufficient funds processing fee of $25 per instance.
7.9 Taxes. All fees are exclusive of applicable sales, use, and similar taxes not related to Etail’s income. Trading Partner shall be responsible for the payment of all such taxes.
7.10 Change Requests. Any work requested outside the scope of an Order Form or SOW will require a change request, which will identify any additional fees if applicable.
7.11 Professional Services. Unless otherwise specified in an Order Form or SOW, all professional services — including consulting, configuration, implementation, integration, development, and training — are billed on a time-and-materials basis at Etail’s then-current standard resource rates. Reasonable travel and out-of-pocket expenses may be invoiced at cost, subject to Trading Partner’s pre-approval for on-site engagements. Where professional services are estimated in an Order Form or SOW as a Good Faith Estimate (GFE), Trading Partner agrees to pay time and materials at the contracted rate for up to a 15% overage of the GFE. If Etail anticipates that actual costs will exceed the estimated fees by greater than 15%, Etail will notify Trading Partner and obtain approval before proceeding.
7.12 Payment Obligations During Disputes. Payment obligations under this Agreement are not suspended during any dispute between the parties. Disputed amounts may be raised through the dispute resolution process set forth in Section 19, but undisputed amounts remain due and payable on their normal schedule.
7.13 Billing Errors. In the event that a platform error results in the incorrect calculation or collection of fees, Etail shall credit or refund the overcharged amount upon confirmation of the error. Trading Partner must notify Etail of any suspected billing error within sixty (60) days of the invoice date. Credits will be applied to the next billing cycle or refunded upon request.
7.14 Electronic Billing & Acceptance. Etail may make available an online billing portal through which Trading Partner may submit payment information, establish a payment method on file, and review or accept applicable terms. Submission of billing information and acceptance of terms through Etail’s online billing portal shall have the same force and effect as a written signature for purposes of this Agreement, including establishment of the payment method required under Section 7.3 and acknowledgment of the invoicing terms set forth in Section 7.4. Etail may require use of the online billing portal as a condition of Network activation.
9) Representations and Warranties
10) Ownership
8.2 Customer Data. All Customer Data is and shall remain the property of Trading Partner (or the applicable third party). Trading Partner grants to Etail a nonexclusive, worldwide, royalty-free license to use, distribute, copy, reproduce, modify, normalize, match, route, publish to connected Trading Partners, and prepare derivative works of Customer Data as necessary to provide, maintain, improve, and operate the Services and The Distribution Network.
8.3 Mutual IP Indemnity. Each party shall indemnify and defend the other against third-party claims alleging that its technology or content infringes the intellectual property rights of any third party, subject to the indemnification procedures set forth in Section 13.
7.1 Fees. Trading Partner shall pay fees specified in the applicable Order Form. Fees are incurred based on Orders processed through the Services, regardless of fulfillment path or outcome, unless due to platform error or mutual written agreement otherwise.
13) Miscellaneous
9.2 Network Operational Data Sharing. Trading Partner acknowledges that participation in The Distribution Network involves the sharing of operational data — including inventory levels, order information, fulfillment status, tracking data, and related transactional information — with connected Trading Partners as necessary to facilitate Network transactions. Such sharing does not constitute a breach of confidentiality obligations.
9.3 Commercially Sensitive Data. Notwithstanding Section 9.2, Etail shall not disclose a Trading Partner’s confidential commercial terms, aggregate performance data, margin structure, full channel mix, or proprietary business information to other Trading Partners without written consent.
9.4 Survival. This confidentiality provision shall survive termination of this Agreement for a period of two (2) years.
8.1 Etail IP. All software, technology, tools, processes, and intellectual property developed or provided by Etail — including the Etail Vantage Platform, The Distribution Network, and all related systems — shall remain the sole property of Etail. Etail grants to Trading Partner a nonexclusive, worldwide, royalty-free license to use the Services during the term of this Agreement under the terms and conditions set forth herein.
9.1 Mutual Obligations. Each party shall keep confidential and shall not disclose the other party’s confidential information, including without limitation the terms and conditions of this Agreement, customer lists, pricing policies, operational methods, technical processes, and other business affairs, except: (a) in the course of performing duties necessary to this Agreement; (b) with the other party’s express written consent; (c) to the extent that such information is in the public domain through no fault of the receiving party; or (d) where required to be disclosed by valid court order, subpoena, or other government process.
10.2 Consumer Data. The transmission of consumer data between Trading Partners through the Services shall be limited to information necessary for order fulfillment — including consumer name, shipping address, and order details — and shall be shared only with the Trading Partner(s) responsible for fulfilling the applicable Order. Etail shall not sell or share consumer data for purposes unrelated to the Services.
10.3 Trading Partner Obligations. Each Trading Partner shall maintain reasonable administrative, technical, and physical safeguards to protect data exchanged through the Network, and shall comply with applicable laws and regulations related to data privacy and security.
10.4 Breach Notification. Etail shall notify affected Trading Partners without unreasonable delay, and in any event within seventy-two (72) hours, upon confirming a security breach affecting Customer Data. Notification shall include the nature of the breach, the categories of data affected, and the remedial measures taken or planned. Trading Partners shall promptly notify Etail of any suspected breach of data exchanged through the Network. Each party shall cooperate in good faith to investigate, mitigate, and remediate any confirmed breach.
10.1 Security Safeguards. Etail shall maintain commercially reasonable physical, administrative, and technical safeguards for the protection of Customer Data in accordance with reasonable information technology protocols and industry standards. Security documentation is available upon request under a separate non-disclosure agreement.
11.1 Mutual Representations. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to fulfill its obligations hereunder; and (b) the performance of this Agreement shall not breach any separate agreement to which it is bound.
11.2 Etail Warranties. Etail represents and warrants that: (a) the Services shall be performed in a professional and workmanlike manner in compliance with applicable laws; (b) the Services shall conform to the specifications in the applicable Order Form or SOW in all material respects; and (c) no software or services provided by Etail shall, to the best of Etail’s knowledge, infringe the intellectual property rights of any third party.
11.3 Trading Partner Warranties. Each Trading Partner represents and warrants that: (a) data it publishes to the Network is accurate and complete to the best of its knowledge; (b) transactions it submits through the Network are legitimate commercial transactions; (c) products it fulfills or causes to be fulfilled through the Network meet applicable legal and safety requirements; (d) it has the authority to transact with its connected Trading Partners; and (e) it will promptly comply with all product recall, safety alert, and regulatory obligations as set forth in Exhibit A.
11.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” ETAIL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ETAIL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
12) Limitation of Liability
12.1 EXCLUSION OF DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 LIABILITY CAP. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS, INDEMNIFICATION OBLIGATIONS, OR CLAIMS ARISING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY TRADING PARTNER TO ETAIL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 LIMITATION ON ACTIONS. ANY CLAIM ARISING UNDER OR RELATED TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, REGARDLESS OF THE FORM OF ACTION. THIS LIMITATION APPLIES TO ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR BREACH OF CONTRACT, INDEMNIFICATION, TORT, OR STATUTORY VIOLATIONS.
13) Indemnification
13.1 Etail Indemnification. Etail shall defend, indemnify, and hold harmless Trading Partner and its directors, officers, employees, and agents from and against all damages, costs (including reasonable attorneys’ fees), judgments, and other expenses arising out of: (a) a breach of any warranty by Etail under this Agreement; or (b) any claim alleging that the Services or Etail’s technology infringe or misappropriate the intellectual property rights of any third party, except to the extent that such infringement results from Trading Partner’s misuse, modifications, or materials provided by Trading Partner.
13.2 Trading Partner Indemnification. Trading Partner shall defend, indemnify, and hold harmless Etail and its directors, officers, employees, and agents from and against all damages, costs (including reasonable attorneys’ fees), judgments, and other expenses arising out of: (a) a breach of any warranty by Trading Partner under this Agreement; (b) any claim alleging that Customer Data or other materials provided by Trading Partner infringe or misappropriate the intellectual property rights, right of publicity, or privacy of any third party; or (c) any claim arising from the inaccuracy of data published by Trading Partner to the Network.
13.3 Indemnification Procedures. The indemnifying party’s obligations are conditioned upon the indemnified party: (a) providing prompt written notice of any claim; (b) granting the indemnifying party sole control of the defense and settlement; and (c) providing reasonable cooperation in the defense thereof.
14) Network Integrity & Non-Bypass
14.1 Network Integrity. Trading Partners shall not misuse Network data, interfere with Network operations, or intentionally bypass the Services for substantially similar transactions where the Services are available.
14.2 Non-Bypass. If a Trading Partner is introduced to or connected with another Trading Partner through The Distribution Network, all transactions of the type facilitated by the Network between those parties must continue to flow through the Network for the duration of this Agreement and for a period of two (2) years following termination, unless otherwise agreed in writing by Etail. Trading Partners shall not use data, relationships, or connectivity established through the Network to conduct substantially similar transactions outside the Network.
14.3 Remedies. Any transaction conducted in violation of this Section 14 shall entitle Etail to recover fees equivalent to those that would have been earned on the bypassed transactions, plus reasonable costs of enforcement.
14.4 Governance Authority. Etail may monitor participation for compliance with this Agreement and Exhibit A, and may take reasonable action to protect Network integrity.
15) Non-Exclusivity
This Agreement is non-exclusive. Nothing herein shall prohibit or restrict either party from entering into the same or similar relationships with other parties, including competitors of the other party. This Section 15 does not modify or limit the obligations set forth in Section 14 (Network Integrity & Non-Bypass).
16) Non-Solicitation
Both parties agree that for the duration of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement, neither party shall, directly or indirectly, solicit or encourage any employee of the other party to whom such party was first introduced in connection with this Agreement to terminate employment with, or cease providing services to, the other party.
This restriction shall not apply to: (a) general advertisements or solicitations of employment not specifically directed at the other party’s employees; or (b) the hiring of any employee who responds to such general solicitation without direct or indirect encouragement from the hiring party.
17) Term, Termination & Suspension
17.1 Term. These Terms remain in effect while any Order Form is active or while the Trading Partner participates in The Distribution Network. The initial term and renewal provisions for specific Services are set forth in the applicable Order Form.
17.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within twenty (20) days after receiving written notice specifying the breach.
17.3 Termination for Convenience. Either party may terminate this Agreement upon sixty (60) days’ prior written notice to the other party, subject to any minimum term commitments in an applicable Order Form. Early termination by Trading Partner for convenience during an Order Form’s initial term may incur early termination fees as specified in the applicable Order Form. If no early termination fee is specified, Trading Partner shall remain liable for fees through the end of the then-current term.
17.4 Suspension. Etail may suspend Services or Network participation upon written notice for: (a) material violation of this Agreement or Exhibit A; (b) non-payment of fees sixty (60) days or more overdue; or (c) conduct materially harming Network integrity or other Trading Partners.
17.5 Network Wind-Down. Upon termination by either party, Etail and the departing Trading Partner shall cooperate during the sixty (60) day notice period to ensure an orderly wind-down of Network activity. This includes notifying connected Trading Partners, redirecting order flows as necessary, and ensuring that no disruption occurs to active Network transactions. This obligation exists to protect the Network and connected Trading Partners, not solely for the benefit of the departing party.
17.6 Data Export. Upon termination, Etail will make Trading Partner’s Data available for export for a period of thirty (30) days following the effective date of termination. Data export is conditioned upon settlement of all outstanding balances owed to Etail. After the thirty (30) day export window, Etail may delete Trading Partner’s Data.
17.7 Transition Assistance. If Trading Partner requires assistance migrating to a successor service provider following termination, Etail will provide transition assistance on a time-and-materials basis at Etail’s then-current ad-hoc professional services rates, prepaid.
17.8 Survival. Sections 6 (Data Transmission Disclaimer), 7 (Fees & Payment — with respect to amounts accrued prior to termination), 8 (IP & Ownership), 9 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnification), 14 (Network Integrity & Non-Bypass), 16 (Non-Solicitation), and 19 (Dispute Resolution) shall survive termination for a period of two (2) years from the date of termination.
17.9 Effect of Termination. Termination of this Agreement or any Order Form does not relieve Trading Partner of payment obligations accrued prior to termination.
18) Insurance
Trading Partners shall maintain commercially reasonable insurance coverage appropriate to their role and activities within the Network, including but not limited to general commercial liability and, where applicable, product liability coverage. Etail may request proof of coverage upon reasonable notice.
19) Dispute Resolution
19.1 Disputes Between Etail and Trading Partner
The parties agree that this Agreement is entered into in good faith and that if a dispute arises:
(a) The parties shall first attempt to resolve the dispute between themselves through good-faith negotiation.
(b) If the dispute is not resolved within thirty (30) days, either party may submit the dispute to mediation upon mutual agreement, upon terms and cost allocation agreed by the parties.
(c) If mediation is not agreed to or does not resolve the dispute, either party may submit the dispute to final and binding arbitration under the Commercial Rules of the American Arbitration Association before a mutually agreed upon single arbitrator with expertise in Software as a Service agreements, with proceedings conducted in the State of Minnesota.
(d) If the dispute involves a remedy not available in arbitration — including but not limited to injunctions, criminal penalties, or certain equitable relief — civil action may be pursued in the courts of the State of Minnesota.
19.2 Disputes Between Trading Partners. Etail is not a party to commercial disputes between Trading Partners regarding pricing, orders, fulfillment quality, payment, or other matters arising from their direct commercial relationships. Trading Partners shall attempt to resolve such disputes using available Network data and platform reporting tools before initiating any action that could disrupt Network operations.
19.3 Transactional Records. Etail will maintain transactional records and make them available to relevant Trading Partners through the platform for a period of twenty-four (24) months to support dispute resolution. Requests for data, audit assistance, or reconciliation support beyond what is available through self-service platform tools may be treated as professional services and billed at Etail’s then-current rates or against the Trading Partner’s managed services allocation, if applicable.
19.4 Network Protection. If a dispute between Trading Partners materially impacts Network operations — including but not limited to a Trading Partner refusing to fulfill orders, withdrawing from commitments without adjusting published data, or taking unilateral action that disrupts connected partners — Etail reserves the right to take protective action, including suspension of either or both parties’ Network participation, to preserve Network integrity.
20) Publicity
Trading Partner grants Etail the right to use Trading Partner’s name, logo, and general description of their participation in The Distribution Network for marketing and promotional purposes, including website listings, partner directories, and marketing materials. Trading Partner may revoke this consent upon written notice, at which point Etail will remove references within a reasonable timeframe.
21) Force Majeure
Neither party shall be liable for any delay or failure in performance due to any cause beyond its reasonable control, including but not limited to fire, flood, earthquake, pandemic, strike, embargo, shortage of suitable parts, material, or labor, government action, or failure of third-party infrastructure (“Force Majeure Event”).
The affected party must notify the other party as promptly as practicable of any Force Majeure Event affecting its ability to perform. In the network context, if a Trading Partner is affected by a Force Majeure Event: (a) if the Trading Partner can access the platform, it shall promptly adjust its published data (inventory, availability, pricing) to reflect its current operational capacity; (b) if the Trading Partner cannot access the platform, Etail is authorized to suspend the affected Trading Partner’s feeds and published data on its behalf to protect the Network and connected Trading Partners.
22) Assignment
Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign its rights and delegate its obligations without the prior written consent of the other party to: (a) an entity which acquires all or substantially all of the assets of such party; (b) any affiliate; or (c) the successor in a merger, acquisition, or reorganization of such party. No assignment shall relieve the assigning party of its obligations under this Agreement.
23) General Provisions
23.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, excluding any conflict or choice of laws rules.
23.2 Jurisdiction. Trading Partner consents to jurisdiction in the courts of the State of Minnesota for any proceedings arising under this Agreement.
23.3 Notices. All notices required under this Agreement shall be in writing and shall be deemed duly given when sent by email to the address specified in the applicable Order Form (with confirmation of receipt), or when received if sent by first class registered or certified mail, return receipt requested, or overnight delivery service, addressed to the parties at the addresses set forth in the applicable Order Form.
23.4 Entire Agreement. This Agreement, including all Order Forms, SOWs, and Exhibits incorporated herein by reference, contains the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement supersedes all prior oral or written understandings and agreements relating thereto and may not be altered, modified, or waived in whole or in part except in writing signed by duly authorized representatives of both parties.
23.5 Order of Precedence. In the event of a conflict between these Terms and an Order Form or SOW, the Order Form or SOW shall prevail with respect to the specific Services covered by that Order Form or SOW. In the event of a conflict between an Order Form or SOW and Exhibit A, these Terms and Exhibit A shall prevail.
23.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and does not create any rights in any third party, including end consumers, connected Trading Partners not party to this Agreement, or Authorized Service Providers, except as expressly provided herein.
23.7 Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions shall remain in full force and effect.
23.8 Waiver. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless consented to by both parties in writing. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.
23.9 Headings. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.
23.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for the purpose of this Agreement.