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MATCHSQUARE, LLC. BRAND TERMS OF SERVICE

Last Updated: July 19th, 2021


1. Overview


Thank you for your interest in becoming a brand on the MatchSquare wholesale online marketplace, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (togecther, the “Services”). Throughout these Brand Terms of Service (“Brand Terms”), the terms “MatchSquare,” “us,” and/or “we” refer to MatchSquare, LLC. The terms “you” and/or “your” refer to you as a user of the Services as a Brand. These Brand Terms, along with MatchSquare’s Terms of Service (“General Terms”) and Privacy Policy, govern your sale of goods as a Brand through the Services. These Brand Terms reference and link to various MatchSquare policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Brand Terms. You hereby acknowledge and agree to the set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Brand Terms, the word “include” or “including” means “including, but not limited to”.


2. Key Definitions

  • Brand” means a seller who offers to sell and/or sells its goods to Retailers through the Services.

  • Retailer” means a buyer who purchases goods through the Services for the purpose of resale.


3. Account Registration – Brand Account

  1. Brand Account. To sell goods through the Services as a Brand, you must submit an application to become a brand and be approved by MatchSquare for an account (“Brand Account”), as further set forth in the General Terms. By accepting these Brand Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety) during the Brand application process (as detailed in the General Terms), you authorize MatchSquare and its affiliates and payment processors to settle and disburse funds to you and on your behalf. MatchSquare will use good faith efforts to review your application to become a Brand as soon as possible. You acknowledge that MatchSquare is only able to accept a limited number of Brands at any given time, and that MatchSquare is not obligated to accept you as a Brand. You hereby release MatchSquare from any liability regarding the acceptance process.

  2. Wholesale Relationships. MatchSquare understands that Brands have sales representatives in certain territories. If you have such sales representatives, MatchSquare will work with you to block off certain geographical areas where your sales representatives are located so that you do not receive orders from those geographical areas. To initiate geographical blocking, you will need to contact MatchSquare by emailing support@MatchSquare.com.


4. Onboarding

  1. Store Page. Each Brand has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) (“Store Page”). MatchSquare will create and design your Store Page with the information you provide (or you may do so yourself if certain self-onboarding features are available at our discretion). You agree that MatchSquare may adjust, edit or remove Content you submit in order to comply with MatchSquare’s internal specifications and requirements. MatchSquare reserves the right to approve the final look and feel of your Store Page in its sole discretion. To have MatchSquare create your Store Page, you must provide a line sheet, high resolution photography (product and lifestyle) in accordance with MatchSquare’s photography guidelines, and your minimum order number, all described below. MatchSquare may ask for additional information as needed. As soon as your Store Page is created, MatchSquare will send you an activation email.

  2. Line Sheet. As part of the onboarding process, you are required and agree to submit to MatchSquare a line sheet of your entire and complete wholesale product catalog containing the following information: (i) product name; (ii) individual or prepack; (iii) product variations; (iv) case size; (v) wholesale price by region; (vi) retail price; (vii) product descriptions; and (viii) whether products are active or inactive. The line sheet must be in accordance with MatchSquare’s Product Guidelines.

  3. High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products in accordance with MatchSquare’s photography guidelines. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by MatchSquare, and MatchSquare will select the best quality and most appropriate photographs for your Store Page. MatchSquare reserves the right to reject content that violates MatchSquare’s guidelines or these Brand Terms.

  4. Order Minimums. You may set minimum order quantities for your products on a region-by-region basis. If you wish to have minimum order quantities, you agree to provide MatchSquare with your first order and reorder minimums (together, an “Order Minimum”), which will be displayed on your Store Page.

  5. Shipping Lead Time. You must set your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. MatchSquare reserves the right to adjust the shipping lead time, based on actual historical lead times. The lead time you set will be displayed on your Store Page for the purpose of informing Retailers, who may rely on it when making a purchase. You must also enter an expected shipping date once orders are placed in order to approve/accept the order. You may edit your lead time in your Brand Account settings.


5. Content License, Representations and Warranties

  1. License. In connection with your use of the Services, you hereby grant to MatchSquare a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your Content on, through or by means of the Services and any of MatchSquare’s advertising, marketing, publicity and other initiatives and events. MatchSquare does not claim any ownership rights in any of your Content and nothing in these Brand Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that MatchSquare may at its option, grant a limited, revocable sublicense to Retailers to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.

  2. Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to MatchSquare the rights in such Content as contemplated under these Terms; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by MatchSquare or a Retailer of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. MatchSquare takes no responsibility and assumes no liability, and you hereby release MatchSquare from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify MatchSquare per the terms of the Indemnification section herein.


6. Product Listing and Compliance

  1. Product Listing. MatchSquare requires each Brand to list their entire wholesale catalog, unless otherwise agreed in writing by MatchSquare, and provide a description for each product. MatchSquare reserves the right to accept or reject any products and has final discretion as to the content of the final Store Page. Brand's available products will at all times comply with MatchSquare’s Product Guidelines regarding prohibited products.

  2. Product and Content Compliance. All products made available on MatchSquare, and related Content, must meet MatchSquare’s Product Guidelines. You acknowledge and agree to: (i) abide by MatchSquare’s Product Guidelines and to refrain from making available any prohibited products identified in MatchSquare’s Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including that they are allowed to be sold from your jurisdiction and into the Retailer’s jurisdiction. You acknowledge and agree that MatchSquare is not responsible for determining whether you meet the above requirements, you hereby release MatchSquare from any liability with respect thereto and agree to indemnify MatchSquare as set forth in the Indemnification section set forth below. Failure to comply with MatchSquare’s Products Guidelines may result in the temporary suspension or permanent termination of your Brand Account, at our sole discretion.


7. Product Pricing

  1. Pricing Consistency. You acknowledge and agree that your prices on your Store Page will be consistent with all other wholesale and retail channels where your products can be found in the applicable region.

  2. Price Audits. You acknowledge and agree that MatchSquare may perform routine price and content audits of the products listed on your Store Page. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Retailers. In the event a discrepancy is found, MatchSquare may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, MatchSquare reserves the right to temporarily suspend or permanently terminate your Brand Account.


8. Title, Returns, Promotions

  1. Title. Title to the goods passes from Brand to Retailer when both of the following events have occurred: 1) Retailer has paid in full for the goods, and 2) when the goods have been handed over from Supplier to Buyer at the designated FCA point. At no point does MatchSquare take title to any goods.

  2. First Orders with a Brand. MatchSquare offers free returns on the first order placed with any Brand. From the date the order is placed, a Retailer has a limited period of time to return the product for a full refund. Any additional orders (reorders) from a Brand are not eligible for return unless otherwise determined by MatchSquare in its sole discretion.

  3. Returned Products. At no point does MatchSquare take title to products returned by a Retailer. All returns are subject to MatchSquares’ return policies (not all products are eligible for return).


9. Commissions, Placement Fees, and Payout Schedule

  1. Acceptance of Terms. By accepting these Brand Terms, you acknowledge and agree to the commissions, fees, calculations and payout schedule set forth below. You agree and authorize MatchSquare and/or its payment processors to deduct all commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account.

  2. Calculation. Commissions (including the first order surcharge) are calculated based on the dollar amount of the order total, excluding shipping costs.

  3. Payout Schedule. MatchSquare currently offers an ACH Net 30 payout account for Brands. With ACH Net 30, amounts owed will be transferred to your chosen bank account 30 days from the date the shipment has been scanned by your shipping provider and is in transit. There are no fees with ACH Net 30. You acknowledge and agree that you are not entitled to any interest or other compensation associated with this type of account. It is anticipated that funds for either payout account will appear within 1 to 2 business days of being processed. MatchSquare is not responsible for any actions taken by your bank that may result in some or all of the funds not being made available to you. MatchSquare reserves the right to suspend payouts to your bank account due to pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.

In addition, as set forth below, MatchSquare will reimburse you for your shipping costs.


10. Shipping - Costs, Lead Times, Shipping Providers, Damaged Goods

  1. Shipping Costs. MatchSquare reimburses Brands only for shipping costs incurred by Brand via its own account and not with MatchSquare. Shipping costs will appear on a Retailer’s invoice and shall reflect the actual shipping costs incurred by the Brand. Shipping costs may not be inflated in any way.

  2. Tracking Number. You will be asked by MatchSquare for, and you agree to provide within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), MatchSquare will automatically send an email to the Retailer letting them know the order is on its way. Although not required, MatchSquare recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.

  3. Damaged or Missing Goods. Retailers are responsible for reaching out to you through the Services to try to resolve issues relating to damaged or missing items in an order. MatchSquare will notify you if a Retailer reports to MatchSquare directly that a product is damaged or if an order is missing items. MatchSquare will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release MatchSquare from any liability with regard thereto. MatchSquare reserves the right to deduct payouts or charge the bank account associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with MatchSquare but we reserve the right to reject any dispute/claim created by you about the charge.

  4. Shipping Insurance. MatchSquare does not require you to purchase shipping insurance. However, MatchSquare strongly recommends that you do so in order to facilitate any shipping dispute you have with a Retailer.


11. Inventory, Orders, Recalled Products

  1. Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any products that are discontinued or are out of stock through your Brand Account portal. It is your responsibility to keep your product catalog current and up-to-date based on availability (whether items are back-ordered or discontinued).

  2. Orders. MatchSquare will send you an email each time a Retailer places an order for your products. Your Brand Account will also be updated with new order details. You will be able to review the order details, edit inventory availability and accept or cancel the order. You must accept or cancel an order within 2 business days of receiving the email notifying you of the order. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Consistent order cancelation may result in the temporary suspension or permanent termination of your Brand Account, in our sole discretion.

  3. Right to Refuse. You have the right to refuse any order by a Retailer for any reason. Consistent refusal may impact your visibility and search placement within the Services to Retailers.

  4. Recalled Products. You agree to immediately inform MatchSquare if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Retailers; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled.

  5. No Circumvention. Once an order has been placed through your Store Page by a Retailer, you agree that you will fulfill all orders placed by such Retailer through the Services. You further agree to not influence Retailers to transact offline outside of the Services in any manner, or otherwise circumvent MatchSquare’s process in order to transact orders with Retailers who were introduced to you through the Services offline or outside of the Services in any manner. MatchSquare reserves the right to deactivate or terminate your account if you fail to abide by these terms.

  6. Vacation Mode. If you are going on vacation, or are unable to accept new orders for a period of time, you may pause your Store Page for up to 12 weeks at a time using “Pause Mode” found in your Brand Portal. You will still be able to access your Brand Account and we encourage you to fulfill any orders you have already accepted while on “Pause Mode.”


12. Commitment to Quality and Service


1. Minimum Standards. Brand and Retailer satisfaction is of utmost importance to the long-term health and success of the MatchSquare community. Accordingly, Brands are subject to the following minimum standards in connection with the Services:

  • To accurately list and describe available products on your Store Page;

  • To timely accept or cancel an order from a Retailer;

  • To timely fulfill and ship orders to Retailers using a reputable shipping provider;

  • To promptly and effectively respond to Retailer inquiries; and

  • To promptly resolve missing or damaged orders with a Retailer.

2. Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Brand’s minimum standard requirements, MatchSquare will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Retailers. Reviewed individually and as a whole, these metrics help MatchSquare determine whether you are meeting MatchSquare’s expectations on delivering a great experience for the Retailers. Such metrics also include:

  • Accuracy of product listings;

  • Catalogue completeness;

  • How often your shipments are later than the expected shipping date;

  • How often you provide a valid tracking number;

  • How long it takes you to accept or cancel new orders;

  • How often your orders are reported as damaged or missing goods:

  • How often your products are on backorder, returned or canceled;

  • How promptly and effectively you respond to Retailer inquiries;

  • How promptly and effectively you resolve missing or damaged orders with a Retailer.

3. Volume Considerations. MatchSquare takes volume consideration into account when calculating metrics. For example, if a Brand has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that metric is technically over MatchSquare’s target, it does not necessarily reflect an actual problem with performance given the low volume of orders.

4. Evaluation. MatchSquare typically evaluates a Brand’s performance using the above metrics on an ongoing monthly basis, and more frequently during high volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged Brand Account and/or the extent of available data. MatchSquare reserves the right to adjust its evaluation criteria as needed.

5. Accountability. If MatchSquare determines that you are not meeting the minimum standards of quality and service, MatchSquare may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Brand Account. MatchSquare also reserves the right to put limits on your Brand Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Retailers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.

6. Suspended Accounts. If your Brand Account is suspended for performance issues, you may appeal for re-activation by providing MatchSquare with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If MatchSquare in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Brand Account is erroneous, you may contact MatchSquare and explain why.


13. Promotion


Unless you opt out as set forth below, MatchSquare may feature certain Brands, products and Content at the top of their respective category, on MatchSquare’s landing pages, in advertisements, email, social media accounts or in any other channels or media in its discretion. MatchSquare may choose to bid on Brand brand names and keywords relating to the Brand’s products in advertising products and may create SEO optimized pages or campaigns for Brand brands. MatchSquare shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please email our Support team at support@MatchSquare.com. MatchSquare may also offer Brands email marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted), the tools are not to be used for spam, and MatchSquare reserves the right to throttle or limit the number of emails sent to Retailers via such tools.


14. MatchSquare Messenger


Retailers and Brands may contact each other directly through MatchSquare Messenger on the Services. You agree to use MatchSquare Messenger only for legitimate business purposes, such as responding to a Retailer’s question about your products or the status of an order, or to resolve business issues. You agree to not abuse MatchSquare Messenger, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to answer a Retailer’s question or resolve issues, you may contact MatchSquare directly.


15. Product Liability Insurance


All Brands are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on MatchSquare in such amount as is reasonable and customary for companies of comparable size and activities. MatchSquare reserves the right to request proof of such insurance coverage and other relevant information at any time.


16. Indemnity


You agree to defend, indemnify, and hold MatchSquare, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Brand Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.


17. Prohibited Uses


MatchSquare will have the right to investigate and prosecute violations of these Brand Terms to the fullest extent permitted by law. MatchSquare may involve and cooperate with law enforcement authorities in prosecuting users who violate these Brand Terms. You acknowledge and agree that MatchSquare has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Brand Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Content that MatchSquare, in its sole discretion, considers to be in violation of these Brand Terms or otherwise harmful to the Services. MatchSquare reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if MatchSquare suspects illegal activity may be taking place.


18. Termination


If you breach any of these Brand Terms, MatchSquare will have the right to temporarily suspend or permanently terminate your Brand Account, and/or terminate these Brand Terms and/or the General Terms, in its sole discretion and without prior notice to you. MatchSquare reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event MatchSquare terminates these Brand Terms for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with MatchSquare at any time by contacting MatchSquare’s support team at support@MatchSquare.com or as otherwise indicated in your Brand Account portal. MatchSquare will take down your Store Page as soon as practicable, and will close your Brand Account once there has been an accounting of all monies due and owing.