Updated 27 Jul 2020
This Pantastic Product Supplier Agreement (the “Agreement”) is between you (“you” or “Product Supplier”) and RetailerX, Inc. d/b/a Pantastic Networks (“Pantastic” or “we”).
We’re pleased that you have agreed to use the “Pantastic Brand Network,” which is an e-commerce site on the Shopify platform provided by Pantastic. Pantastic will sell products (including your products) through the Pantastic Brand Network to Pantastic’s customers ("Pantastic Customers").
I. Registration and Use of the Pantastic Brand Network
When you register and use the Pantastic Brand Network, you will be bound by this Agreement and all “Pantastic Policies” (meaning all policies attached to this Agreement and set forth on the Pantastic Brand Network and elsewhere on Pantastic.com), which are all incorporated into this Agreement. This Agreement and all Pantastic Policies may be amended or replaced (and new Pantastic Policies may be added) through the process described in Section 14 (Modifications to the Pantastic Brand Network and this Agreement).
You agree to provide complete and accurate information required by the Pantastic Brand Network and to keep it up-to-date. You represent that you have the right and power to enter and perform this Agreement and the transactions that you authorize Pantastic to perform on the Pantastic Brand Network. You are responsible for your Pantastic Brand Network password(s) and for any activity through your account. You must keep your password(s) confidential and, if security of your password(s) is compromised, immediately notify Pantastic and change your password(s) on the Pantastic Brand Network.
II. Product Listings with Pantastic
If you sell everyday essential products (e.g. paper towels, deodorant, dog food, etc.), you must be capable of delivering your products to Pantastic Customers within two (2) business days or those products typically will not be selected for fulfillment.
You agree to pack, fulfill, ship and deliver each product order on the Pantastic Brand Network in compliance with the Pantastic Fulfillment Policy attached as Exhibit A. Pantastic may use all order, shipping and tracking information to interact with Pantastic Customers. Pantastic will serve as the first point of customer service for Pantastic Customers, and you will not communicate with Pantastic Customers regarding shipments of products by you unless explicitly authorized by Pantastic.
As part of the order fulfillment process, Product Suppliers make a flash sale to Pantastic and Pantastic immediately sells the product to the end user. Pantastic is the seller of record and Pantastic will collect sales tax and remit collected taxes to taxing authorities. This approach is intended to simplify sales tax calculation and processing for both Pantastic Customers and Product Suppliers.
Merchandising. Pantastic may engage in merchandising, promotion and advertising of the products you offer on the Pantastic Brand Network, as determined by Pantastic in its sole discretion. The activities may be performed on the Pantastic Brand Network or through other online or offline features or programs (including, for example, mailings or inserts), or through any third party relationships with Pantastic.
III. Payment and Settlement of Pantastic Brand Network Transactions
Products you list on the Pantastic Brand Network are sold to Pantastic and then resold by Pantastic to Pantastic’s customers at a resale price to be determined by Pantastic at its discretion, and the sale of each of your products listed on the Pantastic Brand Network and the settlement of these transactions (including the payment to Pantastic of commissions) shall occur as set forth in the Pantastic Pricing, Settlement and Commissions Policy, attached as Exhibit C.
If Pantastic determines in its sole discretion that your actions may result in a dispute with a Pantastic Customer, Pantastic may delay any payments relating to such dispute until the dispute is resolved. Pantastic reserves the right to impose activity limits on some or all Pantastic Customers and Product Suppliers on the Pantastic Brand Network (including, without limitation, volume or dollar restrictions). In such case(s), Pantastic will not be liable to you for any transaction by Pantastic that does not proceed or is withdrawn due to any of these limitations.
Pantastic will bear the risk of credit card fraud (i.e., fraudulent purchases arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with sales of your Products; provided, that Pantastic will not bear the risk of credit card fraud in connection with any of your Products that are not fulfilled strictly in accordance with the order information and shipping information that Pantastic provides you.
IV. Refunds and Returns
Pantastic has established the terms by which Pantastic Customers process returns and refunds on their purchases on the Pantastic Brand Network. Returns and refunds of these products between Pantastic and Product Suppliers are detailed in the Pantastic Returns Policy, attached as Exhibit B.
V. Pantastic Customer Pricing
You acknowledge that the price charged by Pantastic to Pantastic Customers on the Pantastic Brand Network may be different than the “Retailer Price” (as defined in the Pantastic Pricing, Settlement, and Commission Policy) that is listed by you on the Pantastic control center (“Pantastic Control Center”). However, the amounts paid to you by Pantastic for any sales transaction will always be based upon the Retailer Price and paid as set forth in the Pantastic Pricing, Settlement and Commission Policy.
This Agreement starts at the time you complete registration on the Pantastic Brand Network and then continues until terminated by you or Pantastic. You may terminate this Agreement for any reason at any time by notifying Pantastic through the means then specified by Pantastic on the Pantastic Control Center. Pantastic may terminate this Agreement for any reason at any time by notice to you. Upon termination, any rights and obligations of you and Pantastic with respect to any outstanding sale transaction (including fulfillment and returns) will survive until completed as set forth in this Agreement. The following Sections also survive any termination of this Agreement: 3 (Payment and Settlement of Pantastic Brand Network Transactions), 6 (Term), 7 (Licenses; Intellectual Property), 8(c) (Recalls and Product Defects), 8(g) (Pantastic Customer Personal Information), 9 (Indemnification), 10 (Disclaimer and General Release), 11 (Limitation of Liability), 12 (Taxes), 13 (Relationship of Parties), 16 (Confidentiality), 17 (Governing Law and Disputes) and 18 (Miscellaneous).
VII. Licenses; Intellectual Property
VIII. Other Provisions regarding Products, Pantastic Customers and the Parties
There are restrictions on your use of Pantastic Customer Personal Information. You may use the Pantastic Customer Personal Information solely to perform your obligations and exercise your rights under this Agreement and for purposes of legal compliance. You may not directly or indirectly use Pantastic Customer Personal Information to (a) contact any Pantastic 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) call a Pantastic 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 Pantastic Customer), (c) solicit additional information from the Pantastic Customer or related individual (which in any case would be deemed Pantastic Customer Personal Information) or (d) sell or otherwise transfer Pantastic Customer Personal Information to any third party.
Pantastic does allow select marketing communication with the Pantastic Customer through the inclusion of marketing materials within the packaging of Pantastic orders shipped. All marketing materials and communications must comply with the Pantastic Product and Listing Policy.
However, if Pantastic indicates to you that the relevant individual has opted out of Product Supplier marketing, then you may not use the Pantastic Customer Personal Information to contact the individual (e.g. by telephone, or email) to solicit or induce a purchase, rental, lease, or exchange of products, goods, property, or services.
Regardless of any opt-out information that Pantastic provides to you, this Section does not restrict your use of information that you acquire or develop outside the context of the Pantastic Brand Network and without the use of Pantastic Customer Personal Information or other Pantastic Confidential Information. For example, if you have a pre-existing relationship with an individual who also is a Pantastic 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 Pantastic Customer because of information learned through transactions made on the Pantastic Brand Network or otherwise due to the fact that the Pantastic Customer has a relationship with Pantastic.
You agree to indemnify, defend and hold harmless Pantastic and Pantastic’s Representatives (as defined below) against any claim, loss, damage, settlement, cost, expense or other liability (each, a "Claim") arising from or related to (a) your products, including without limitation, the sale and fulfillment of your products, any actual or alleged infringement of any related intellectual property rights in your products and any actual or alleged personal injury, death or property damage related to your products, (b) any breach of your obligations under this Agreement or (c) any taxes owed by you as set forth in this Agreement. You will use counsel reasonably satisfactory to Pantastic to defend any indemnified Claim, and Pantastic may control the defense of any indemnified claim (at Product Supplier’s cost) to the extent Pantastic determines that any indemnified Claim might adversely affect Pantastic.
Neither party may consent to a settlement or entry of any judgment related to a Claim without the other party’s prior written consent, which may not be unreasonably withheld. “Pantastic’s Representatives” means Pantastic’s employees, officers, directors, investors, service providers, agents and advisors.
X. Disclaimer and General Release
The Pantastic Brand Network, including all content, software, functions, materials and information made available on the Pantastic Brand Network is provided to you “as-is.” You agree that you are using the Pantastic Brand Network at your own risk. To the fullest extent permissible by law, Pantastic disclaims (a) any and all representations and warranties related to 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 Pantastic’s negligence.
Pantastic does not warrant that the functions and software contained in the Pantastic Brand Network will meet your requirements. Pantastic does not guarantee that the Pantastic Brand Network will be available, timely, secure, uninterrupted or error free. Pantastic will not be responsible for any service interruptions, including without limitation those relating to any sales transactions. Pantastic will not be liable for any delay or failure to perform any of Pantastic’s obligations under this Agreement by reasons, events or other matters beyond Pantastic’s reasonable control.
XI. Limitation of Liability
Except with respect to obligations arising under Sections 3 (Payment and Settlement of Pantastic Brand Network Transactions), 9 (Indemnification) and 16 (Confidentiality), neither party will be liable to the other party (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. Pantastic’s aggregate liability arising out of or in connection with this Agreement (or transactions contemplated by this Agreement) will not exceed the total commissions paid by you to Pantastic during the six-month period prior to the date your claim arose.
Pantastic will purchase product from you and resell product to Pantastic Customers. Pantastic will be responsible for collection of tax on sales of product to Pantastic Customers. Pantastic will provide to you a Multijurisdictional Uniform Sales & Use Tax Certificate (“Certificate”), that identifies the states where Pantastic is registered to collect taxes, and in return you agree not to charge Pantastic any taxes on the sale of product to Pantastic. States may have different requirements regarding tax resale exemption, including but not limited to laws regarding drop ship transactions. All fees payable by you to Pantastic under this Agreement are exclusive of any applicable taxes.
For purposes of this Agreement, the term “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 Pantastic Brand Network.
XIII. Relationship of Parties
You and Pantastic are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, sales representative or employment relationship between us. This Agreement is for the sole and exclusive benefit of Pantastic, Pantastic Customers and you, and there are no other third-party beneficiaries under this Agreement.
XIV. Modifications to the Pantastic Brand Network and this Agreement
As a start-up, we may be making frequent changes and improvements to the Pantastic Brand Network. Pantastic may also amend this Agreement, including by amending, revoking, or adding new Pantastic Policies at any time and at Pantastic’s sole discretion, by posting the updated or new versions (or notice of revocation) or a link to them on a designated portion of the Pantastic Brand Network. Unless the updated or new document specifies a longer delay before its effective date, the changes will take effect at the earlier of (i) 10 days after the posting to the designated area or (ii) your express acceptance of them, such as via a click-through process.
If you do not agree with these changes, you must discontinue use of the Pantastic Brand Network and terminate this Agreement as specified in Section 6 before the 10-day period expires. To be clear, changes to Section 17 will not apply to claims that accrue prior to the effective date of the changes, which will continue to be governed by the version of Section 17 that was effective upon accrual of the claim. The foregoing does not, however, negate any other termination rights held by either party.
XV. Control of Site
Notwithstanding anything to the contrary, Pantastic has the right in Pantastic’s sole discretion to determine the content, appearance, design, functionality and other aspects of the Pantastic Brand Network, including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Pantastic Brand Network and any element, aspect, portion or feature thereof (including any product listings). Pantastic also has the right to cease providing to you access to the Pantastic Brand Network at any time and without notice or to delay, halt any transaction, suspend the 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 Pantastic Policies. Pantastic reserves the right to rate (or allow Pantastic Customers to rate) your or others products sold through the Pantastic Brand Network and/or rate your performance as a Product Supplier on the Pantastic Brand Network, and to make these ratings and feedback publicly available. Pantastic also has the right to monitor any activity on the Pantastic Brand Network and investigate any matters that arise from such activity.
Each party agrees to hold all Confidential Information (as defined below) of the other party in strict confidence and not use any such Confidential Information for any purpose other than to perform its obligations and exercise its rights under this Agreement. Neither party shall disclose the other party’s Confidential Information to any third party, except such party may disclose such Confidential Information to its employees, affiliates, service providers, advisors and other representatives who need to know to perform this Agreement and for internal purposes such as accounting, tax or regulatory matters. Each party agrees to be responsible for any disclosure by its employees, affiliates, service providers, advisors and other representatives and for their compliance under this Agreement. Each party shall take reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure or dissemination of the other party’s Confidential Information. Release of Confidential Information in response to a subpoena, court order, or other demand from a litigant or law enforcement entity will be permitted only if the recipient of the Confidential Information has provided the discloser with advance notice (to the extent legally permitted) to permit the discloser to seek a protective order or other appropriate remedy to protect its Confidential Information from release, and the recipient limits the release of the Confidential Information to the extent reasonably possible under the circumstances.
“Confidential Information” means all information in whatever form (e.g., written, verbal, electronic), tangible or intangible, whether disclosed or prepared upon review of such information, pertaining to the business of the disclosing party or its affiliates, subsidiaries or business associates. Confidential Information includes business, product or service plans; financial information and projections; designs, drawings, schematics, techniques, suggestions, development tools and processes; data and computer software; developments, inventions, and improvements; research and development; customer, market and marketing information (including Pantastic Customer Personal Information, which shall be considered Confidential Information) and the terms of this Agreement. Sales data will be considered Confidential Information. Confidential Information does not include information that (i) is or becomes publicly known, not as a result of any improper action or inaction of the party receiving such information; (ii) was rightfully in possession or known by the party receiving such information at the time of disclosure; (iii) is disclosed to the party receiving such information by a third party who rightfully possesses the information without confidentiality restrictions, (iv) is independently developed by the party receiving such information without use or reference to the Confidential Information or (v) Pantastic expressly consents that you may disclose.
These obligations are in addition to, but do not supersede, the obligations set forth in Section 8(g).
XVII. Governing Law and Disputes
You may not assign this Agreement, by operation of law or otherwise, without Pantastic’s prior written consent. Subject to the foregoing restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Pantastic may assign this Agreement in its sole discretion, including by way of merger or sale of stock, by providing you notice of the same.
Pantastic will send all notices required by this Agreement to you via the Pantastic Brand Network or at the e-mail address you provide on the Pantastic Control Center (which you may change at any time on the Pantastic Brand Network) or by any other means then specified by Pantastic to the address you provide on the Pantastic Control Center. You must send all notices and other communications relating to Pantastic by using Pantastic’s then specified method set forth in the Pantastic Control Center.
Headings are for reference purposes only and do not limit the scope or extent of such section.
If any provision of this Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
A party’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver by that party of its right to enforce such provision (through strict performance or otherwise) or any other provision of this Agreement.
This Agreement and all Pantastic Policies are the entire understanding and agreement between you and Pantastic relating to the matters covered thereby and supersede all prior understandings and agreements of the parties relating to those matters. In the event of any conflicts between Pantastic Policies and this Agreement, Pantastic Policies will prevail.
Pantastic Fulfillment Policy
I. Performance Expectations
Pantastic expects that all Product Suppliers consistently demonstrate excellent performance with regard to the overall Pantastic Customer experience. Performance metrics and targets should be considered when configuring your operational settings on the Pantastic Brand Network. In order to maintain a great Pantastic Customer experience, every effort should be made to provide fulfillment information and maintain operational settings that provide specific delivery days as opposed to delivery date ranges. This objective can be achieved by providing specific shipping methods (e.g., UPS Ground) in the Pantastic Control Center as opposed to general service levels. In order to ensure a positive Pantastic Customer experience, Pantastic typically expects orders to be delivered to Pantastic Customers within 5 business days or less from order placement. For orders on everyday essential products (e.g., paper towels, deodorant, dog food, etc.), delivery within 2 business days is recommended in order to be competitive and selected to fulfill orders (please see the Agreement for more details).
Pantastic has defined performance metrics and targets below that illustrate the performance expectations that we have for our Product Suppliers.
Order Acknowledgement Time Service Level
Order Acceptance Rate
Orders Shipped Rate
Orders Shipped On Time Rate
Orders Delivered On Time Rate
Order Processing Time
Order Processing to Delivery Time
Order to Delivery Time
Product Supplier Order Defect Rate
Average Pantastic Contact Response Time
Pantastic will work with our Product Suppliers to set reasonable fulfillment expectations for specialized products such as bulky or heavy items that may require longer time to deliver.
II. Settings and Guidelines
Pantastic expects all Product Suppliers to maintain high quality standards regarding how products are packed and delivered. Items should be placed in appropriately sized boxes and packed in such a way to prevent damage. Pantastic does not consider the use of packing peanuts and other similar products to be high quality packaging.
Pantastic has specific requirements regarding what information is included on packing slips (see Preferred Packing Slip Configuration below). These requirements are intended to avoid any pricing confusion on the part of the
Pantastic Customer and to avoid any potential conflict in resolving service issues.
Preferred Packing Slip Configuration:
If you cannot comply with this configuration Pantastic requests that you do not provide a packing slip with the shipment(s). It is expected that Pantastic Customers will contact Pantastic Customer Services to initiate returns or to resolve any problems. You may include a free return-shipping label in the original shipment if you normally do so.
III. Performance Management Process
Pantastic will monitor the performance of each Product Supplier on an ongoing basis, with the objective of assessing each Product Supplier’s ability to meet our service promise to Pantastic Customers. When reviewing Product Supplier performance, Pantastic will consider a variety of factors:
If a Product Supplier fails to meet these expectations, Pantastic will communicate these issues in a timely manner and work with the Product Supplier to develop an action plan. Pantastic may recommend that the Product Supplier set new service levels or automatically adjust them. Pantastic will continue to closely monitor performance for desired improvement. If a Product Supplier continues to perform poorly, Pantastic reserves the right to select other Product Suppliers to fulfill like orders (until the underperforming Product Supplier is able to demonstrate to Pantastic that it has remedied the underperformance) or Pantastic may choose to suspend the Product Supplier’s access to the Pantastic Brand Network. If the performance issue significantly impacts the Pantastic Customer experience, Pantastic may suspend the Product Supplier’s access without advance notice.
IV. Order Acknowledgement (Explanation)
The Order Acknowledgment is a requirement from Pantastic that a Product Supplier acknowledge an order when Pantastic has selected the Product Supplier for fulfillment. The Product Supplier is required to acknowledge the order as either accepted in full, accepted partially (specifying the SKU(s) and quantity not accepted) or rejected.
V. Product Supplier Order Defect Rate (Explanation)
Pantastic recognizes that select order defects may be due to the fault of the Product Supplier, the shipping carrier, or Pantastic. Pantastic will take these into consideration when evaluating the order defect rate.
In general, Pantastic will attribute the following types of order defects to the Product Supplier:
Ongoing violations of the Pantastic Fulfillment Policy may result in Pantastic revoking the privilege to list on the Pantastic Brand Network.
Pantastic Returns Policy
Pantastic strives to take the hassle out of returns for both Product Suppliers and Pantastic Customers. We offer our Pantastic Customers a consistent returns policy across all of our Product Suppliers, where Pantastic’s Customer Services team handles Pantastic Customer interactions and servicing such as returns and refund payments.
It is expected that Product Suppliers mirror their existing return shipping cost policy. If return shipping is free whether by policy or common practice, then the Product Supplier is expected to pay for return shipping costs. In general, Pantastic will generate a return shipping label or facilitate the return using an appropriate carrier and method that provides the ability to track return shipments.
If Pantastic has deemed that your error (or your agent’s error) was the reason for a return (e.g., you shipped an incorrect item to a Pantastic Customer or an item was damaged/defective), you will be responsible for return shipping costs regardless of your normal return shipping cost policy.
I. Pantastic Customer Return and Refund Policy
In general, Pantastic Customers have the right to request free returns of items for up to 30 days after the initial delivery date. Pantastic Customers may be provided the option during the shopping experience of waiving the right to return products.
Returned items must meet the following requirements:
At this time Pantastic does not process exchanges, only returns, replacements and refunds.
In order to ensure this return policy is not abused by Pantastic Customers, the Pantastic Customer Services team will monitor behavior and address any issues of policy abuse. Pantastic will review and determine when Pantastic Customer accounts associated with abuse will be inactivated.
II. Pantastic Product Supplier Return Policy
As described above, certain sales that Pantastic makes to Pantastic Customers may result in returns to you and replacements and/or refunds of products fulfilled by you. If a product fulfilled by you is returned, replaced or has a refund request to Pantastic, Pantastic may decide to submit to you a replacement, return and/or refund request, providing the reason for the replacement, return and/or refund request.
III. Return Processing
Pantastic Customers can initiate the return of products for up to 30 days after product delivery. Relating to this timing, and to ensure an appropriate Pantastic Customer experience, our Product Suppliers must accept returns at their facilities for up to 60 days after the product delivery date (this excludes items on the list of Non-Returnable Products and Product Categories and other items specifically agreed to by Pantastic and the Product Supplier). Returns arriving after 60 days from product delivery can be either accepted and approved or returned to the sender at the Product Supplier’s discretion.
IV. Performance Expectations
In order to ensure a positive Pantastic Customer experience, Pantastic expects that all Product Suppliers promptly review and process returns. Pantastic will review and monitor return processing performance and work with the Product Supplier to address any issues (see the Fulfillment Policy, Performance Management Process for more details).
Returns Processing Time
V. Settlement and Refund Processing
If you accept a return or refund request, Pantastic will debit your Pantastic account for any amount originally credited for such product. This debit will include original shipping costs if you, or your agent, are deemed at fault. In addition, Pantastic will also debit your Pantastic account for return shipping costs when applicable.
If upon receiving a return, you believe there is a reason that the full requested amount should not be refunded to Pantastic, you may provide Pantastic with the lesser amount you feel is due and associated rationale. If you believe there is a reason why the original or return shipping costs should not be debited from your account, you may dispute this charge with date and the associated rationale. Your explanation must be consistent with fair expectations and the spirit of the marketplace. Pantastic reserves the right to adjust the refund amount if appropriate.
For refund amounts debited against your account, Pantastic will also refund back to you the commission fee originally charged on the refunded amount.
VI. Non-Returnable Products and Product Categories
Select sets of items on the Pantastic Brand Network are not eligible for Pantastic Customer return. These items include but are not limited to software, hazardous items and some health and personal care items. All items that are not eligible for return are indicated to Pantastic Customers on the Pantastic Brand Network.
VII. Ownership of Returned Products
Title to and risk of loss for shipment of tangible product returned by a Pantastic Customer will transfer to Pantastic and then immediately to the Product Supplier upon delivery to the common carrier for shipment back to the Product Supplier.
Pantastic Pricing, Settlement and Commissions Policy
When you sell an item on the Pantastic Brand Network to Pantastic, Pantastic will collect from you a commission fee (“Commission”). That Commission is calculated as follows (any terms in bold are further defined below):
For any item sold on Pantastic, the commission rate = the “Base Commission Rate” + “Commission Rate Adjustments” = the “Applicable Commission Rate.”
For any item sold on Pantastic, the amount of Commission charged = Applicable Commission Rate * Retailer Price + Dollar Based Adjustments. (As a reminder, the Retailer Price = the Item Price + Shipping Price.)
Retailer Price = $100
Base Commission Rate = 15%
Commission Rate Adjustments = +2% Applicable Commission Rate = 17% Applicable Commission = $17 ($100 * 17%)
B. Pantastic Commission Monitoring
In order to ensure that the Pantastic Brand Network works efficiently, Pantastic must reserve the right to monitor our Product Supplier's Average Applicable Commission rates. If over a fixed period of time (e.g. a biweekly or monthly basis), a Product Supplier’s Average Applicable Commission is lower than the Base Commission, Pantastic may, in our discretion, provide notice of this fact to the Product Supplier. Following such notice, Pantastic will work with the Product Supplier to adjust commission rules to improve future Average Applicable Commission rates. Pantastic also reserves the right to either adjust the Product Supplier's Average Applicable Commission to match the Base Commission rate or take other action on a go forward basis.
Additional incentives whether percentage or dollar based for offering Pantastic Customers an option to waive returns or to provide an email address under this Agreement are considered additional payments and as such are not included in the Average Applicable Commission calculation for Pantastic Commission Monitoring purposes. The Product Supplier is expected to pay the Applicable Commission of at least the Base Commission and in addition to the Applicable Commission any additional rate or dollar-based incentives offering waive return options and offers to Pantastic Customers to provide an email address.
C. Pantastic Base Commission Rate Schedule
All Base Commissions on the Pantastic Brand Network are 15% unless explicitly noted in the table below.
Pantastic Category Product Examples* Base Commission
Large and small appliances, appliance parts and accessories
Automotive Parts & Accessories
Tools, equipment, oils, tires, wheels
Car seats, baby food, formula, cloth diapers, disposable diapers
TV’s, audio, office electronics, computers
Cords, cables, remotes
Food, spices, beverages
Industrial and Scientific
Raw materials, occupational products, service equipment
Dog food, carriers, toys, cat litter
Tools & Home Improvement
Hand and power tools, hardware, measurement devices
* Product examples do not represent the full assortment in a Pantastic Category.
Pantastic Product and Listing Policy
Pantastic will work closely with our Product Suppliers to ensure that we maintain the highest standards of product quality and that all information associated with the sale of products is presented honestly, responsibly and legally.
I. Pantastic-Maintained Product Catalog and Search Experience
Pantastic maintains a curated product catalog and search experience on the Pantastic Brand Network in order to ensure a clean, Pantastic Customer-friendly shopping experience. Pantastic has sole discretion to determine which products, product categories, and brands will appear in general (i.e., non-product or brand-specific) search results on Pantastic.com and which products will appear only in brand-specific search results. In addition, Pantastic has locked product listings and maintains control of the content, appearance, design and other aspects of each product listing.
The product list provided by the Product Supplier and the associated Product Content will be evaluated using Pantastic’s proprietary curation process to determine which products will be included in general search results on the Pantastic Brand Network. Products that are not included in general search results may still be available for sale on the Pantastic Brand Network and included in brand-specific search results. As a result of this curation process, specific products that do not meet Pantastic’s standard of quality, or products that are prohibited by Pantastic, will not be available for listing on the Pantastic Brand Network (see Product and Listing Guidelines). Pantastic will communicate the results of this curation process to the Product Supplier via the Pantastic Control Center. For items that did not meet the criteria to be available on the Pantastic Brand Network or included in general search results, the Product Supplier has the option to submit an appeal to Pantastic and the item will be reconsidered.
When a Product Supplier uploads their product catalog to Pantastic, the Pantastic system also evaluates the Product Content to be provided and determines which content to include in the listing for each item. Pantastic will provide a process to enable Product Suppliers to request edits to listing details.
II. Pantastic Product Listing Requirements
Pantastic Product Suppliers that want to list their items on the Pantastic Brand Network are required to upload a list of products and required “Product Content” (as defined below and as dictated in the Pantastic Pantastic Control Center) for those items. Pantastic requires that Product Suppliers provide complete information for each item listed on Pantastic.com and encourage our Product Suppliers to provide high quality data to ensure a positive consumer experience (for additional details and a full list of fields, please review the Product Schemas in the Pantastic Control Center).
At a minimum, Pantastic requires all of the fields below in order to create a product offer on Pantastic. It is strongly encouraged that Product Suppliers upload all required and optional fields (identified in the Pantastic Control Center) in order to ensure products are listed quickly and to improve the quality of listed products.
III. Licenses; Intellectual Property
You, the Product Supplier, grant Pantastic a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, display, distribute, adapt, modify, re- format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Product Content provided or made available by you to Pantastic. “Product Content” means the materials describing or depicting the products listed by you on the Pantastic Brand Network, including product information and descriptions, photographs, videos, product data and literature, and any trademarks and copyrights relating to your products. You represent that your Product Content does not violate another party’s intellectual property rights.
You acknowledge that given the nature of the Pantastic Brand Network, Pantastic may use the Product Content in whole or in part on the Pantastic Brand Network, including in connection with the listing via a different Product Supplier of a product that you have submitted. Nothing in this Policy will impair Pantastic’s rights under applicable law to list and display products without a license (e.g., through fair use, a third party license, or referential use under trademark law).
IV. Product and Listing Guidelines
Pantastic requires that all Product Suppliers adhere to a high standard of quality regarding the products that they list on the Pantastic Brand Network and the related Product Content that they provide.
All Product Suppliers should be authorized to sell the products that they list on the Pantastic Brand Network. If a manufacturer of a product that you list on the Pantastic Brand Network has established an authorized reseller or dealer program/policy (“Authorization Policy”) applicable to that product (“Authorized Resale Product”), Pantastic reserves the right to defer to the manufacturer’s Authorization Policy by recognizing only the manufacturer’s authorized dealers as Pantastic Product Suppliers with respect to selling the Authorized Resale Product on the Pantastic Brand Network. Pantastic will work with manufacturers and any affected Product Supplier to address these issues and, if applicable, verify authorization. Pantastic reserves the right to curtail or suspend any Product Supplier’s access to the Pantastic Brand Network for repeated attempts to make unauthorized sales of Authorized Resale Products. Product Suppliers must also comply with the following:
V. Prohibited Products on the Pantastic Brand Network
Pantastic prohibits the sale on the Pantastic Brand Network of certain products, including those products that are:
Additionally, Pantastic may prohibit the listing of items on the Pantastic Brand Network that are or may be legal, but are either highly regulated or do not meet Pantastic’s vision for the Pantastic Brand Network (in both cases, as determined by Pantastic in its sole discretion).
Below is a list of items that Pantastic prohibits on the Pantastic Brand Network. This list is not exhaustive, as there may be other items that Pantastic prohibits.
Please note that there may be exceptions to this list where Pantastic will authorize pre- approved Product Suppliers to list an item or a category on this list on a case-by-case basis.
If a Product Supplier has any questions about this list or the opportunity to be authorized to sell items in categories prohibited on this list, please contact Supplier@Pantastic.com.
Prohibited items - Pantastic prohibits the listing of:
Pantastic strives to maintain a high-quality product catalog and reserves the right to modify our list of Prohibited Products at any time.
VI. Compliance with Consumer Product Laws
Each Product Supplier is solely responsible for ensuring and verifying that all of its products listed on the Pantastic Brand Network comply with applicable federal and state laws, including cautionary statements in product descriptions. Product Suppliers should familiarize themselves with federal and state laws and regulations applicable to consumer products, and contact and work closely with their suppliers to ensure that all products sold are compliant with all applicable laws. Each Product Supplier is also responsible for updating its Product Content as necessary over time to comply with any applicable new legal requirements.
By listing a product on the Pantastic Brand Network, each Product Supplier acknowledges and agrees that you, the Product Supplier, are responsible for identifying in your product description any cautionary statement (choking hazard warning) for games or toys for children, as required by federal law (15 U.S.C. § 1278). Product Suppliers are required to provide applicable disclosures in the Pantastic Control Center where [“cautionary statement disclosure”] spaces are provided, with the understanding that these disclosures will be used on the Pantastic Brand Network. For more information, please contact Supplier@Pantastic.com.
Pantastic will list any such disclosure provided by a Product Supplier for a product description. If multiple Product Suppliers upload different descriptions, Pantastic’s marketplace will default to the most inclusive description or, if applicable, the description provided by the product manufacturer.
VII. Handling of Product and Listing Policy Violations
Pantastic takes its product listings seriously, and will always reserve the right to modify our policies at any time. In instances where we believe a Product Supplier is either inadvertently or intentionally not acting in a manner consistent with these policies, we will first strive to work together to correct the specific issue. Pantastic reserves the right to terminate any product listing that violates our policies (in Pantastic’s sole discretion) and, if the violating product comes into Pantastic’s or a Pantastic Customer’s possession, destroy the product. Ongoing violations of this Product and Listing Policy may result in Pantastic revoking the privilege to sell via the Pantastic Brand Network. If appropriate, Pantastic will also take legal action against a Product Supplier that violates this policy.