Vendor Agreement

This Vendor Agreement (the “Agreement”) is a binding contract between you (the “Vendor,” “you”) and Adonait (“Home Adonait,” “we,” “us”), governing your listing and sale of products through the Adonait Home marketplace at home.adonait.com and any related channels (the “Marketplace”). By applying to sell, listing any product, or clicking to accept, you agree to this Agreement together with our Conditions of Use, Privacy Notice, and User Agreement. If you do not agree, do not list products on the Marketplace.

1. The Marketplace and the parties’ roles

Home Adonait is an online marketplace that connects independent third-party vendors with buyers. You are an independent business and the seller and merchant of record for the products you list. Adonait is not the seller, manufacturer, importer, or shipper of your products and does not take title to them. Nothing in this Agreement creates a partnership, joint venture, franchise, or employment relationship; you are not an agent of Adonait and may not bind Adonait.

2. Eligibility and your account

You must be at least 18 years old, be a validly formed business or sole proprietor able to enter binding contracts, and provide accurate business, contact, tax, and payout information. You are responsible for maintaining the confidentiality of your vendor credentials and for all activity under your account.

3. Your products and listings

You are solely responsible for your products and listings, including their accuracy, pricing, availability, descriptions, images, categorization, quality, safety, labeling, warranties, and legal compliance. You represent and warrant that: (a) you own or have all rights, licenses, and permissions necessary to sell each product and to grant the licenses in Section 5; (b) your products and listings do not infringe any third party’s intellectual-property, publicity, or other rights; (c) your products are authentic, safe, not counterfeit, not recalled, and not otherwise prohibited or illegal; and (d) your listings are truthful and not misleading.

Authorized products and original content only. You must publish only products that you are legally authorized to sell, and you must list them using your own photographs and your own product descriptions, or photographs and descriptions that you hold a valid license or written permission to use. You may not upload, copy, or reproduce images, text, trademarks, or other content that belongs to a manufacturer, brand, competitor, or any third party unless you are authorized to do so. You are solely responsible for ensuring that every product you list, and all content associated with it, is authorized, lawful, and does not infringe any copyright, trademark, patent, trade-dress, publicity, privacy, or other right. Adonait may remove any listing that appears to violate this section.

3A. One-click store migration and product import tool

As a convenience, Adonait provides an optional one-click migration tool that lets you import your entire product catalog from your store on another marketplace or platform (such as, without limitation, Amazon, Etsy, eBay, Shopify, Walmart, or your own website) into your Home Adonait storefront in a single step, so you can start selling with us quickly without re-entering each product by hand.

The migration tool is offered “as is,” and your use of it is entirely voluntary and at your discretion. By using it, you direct and authorize Adonait to copy the product data, images, and descriptions you select from your other store into your Adonait listings, and you represent and warrant that you are authorized to sell every product you import and that you own or are licensed to use all imported photographs, descriptions, and other content, exactly as required by Section 3 above. You remain solely responsible for reviewing, correcting, and maintaining every imported listing, for its accuracy and legality, and for removing any product you are not entitled to sell. Adonait does not verify ownership, authorization, pricing, availability, or accuracy of imported content and accepts no liability arising from your use of the migration tool or from any content you import.

4. Fulfillment, shipping, returns, and taxes

You are responsible for fulfilling orders promptly, shipping directly to buyers, providing accurate tracking, honoring your stated shipping times and costs, handling returns and refunds under your policy and our published policies, providing customer support, and collecting and remitting all applicable taxes. Adonait may facilitate communication and payments but does not assume any of these obligations.

5. License to list, market, republish, resell, and syndicate your products

This is an important section. Please read it carefully. By listing or publishing any product, content, image, description, price, or other materials (collectively, “Vendor Content”) on the Marketplace, you grant Adonait and its affiliates a worldwide, non-exclusive, royalty-free, fully sublicensable and transferable license, for the duration of your listing and for a commercially reasonable period thereafter, to:

(a) host, display, reproduce, adapt, reformat, translate, and promote your Vendor Content and products on and in connection with the Marketplace; and

(b) republish, list, distribute, syndicate, advertise, and offer your products for sale on other websites, marketplaces, platforms, sales channels, comparison engines, social media, email, advertising networks, and third-party portals (including channels operated by Adonait or by third parties such as, without limitation, other online marketplaces, affiliate networks, retail partners, and resellers), in order to promote, market, and increase sales of your products, and to enable resales of your products through those channels.

This license expressly authorizes Adonait to re-list and resell your products through additional portals and channels, to display your Vendor Content (including product names, images, and descriptions) on those channels, to create and use marketing and advertising materials that feature your products, and to appoint third parties (including resellers and marketing partners) to do the same on Adonait’s behalf. You acknowledge and agree that such republishing and resale is a core purpose of the Marketplace and is intended to benefit you by expanding the reach and sales of your products.

You retain ownership of your Vendor Content and your trademarks. The license granted here is limited to the purposes described above. Where a product is resold or sold through an additional channel, the applicable commission, fees, pricing, and settlement terms will be as set out in Section 6 or as otherwise agreed in writing. You may remove a product from the Marketplace prospectively; however, you acknowledge that copies or references may persist on third-party channels, in caches, and in archives for a period of time outside Adonait’s control, and that orders already placed must still be fulfilled. You waive any claim against Adonait arising from good-faith republishing, marketing, or resale conducted under this Section, provided Adonait accounts to you for amounts due under Section 6.

If you do not have the right to grant this license for a particular product (for example, due to a brand or distribution restriction), you must not list that product on the Marketplace.

6. Pricing, commission, fees, and payouts

You set your product prices. Adonait collects payment from buyers on your behalf through its payment processor (Stripe) and remits your proceeds less Adonait’s marketplace commission and any agreed fees; your current commission rate is shown in your vendor profile. For sales generated through republishing, resale, or additional channels under Section 5, Adonait may deduct the applicable channel and marketing costs and its commission before settlement, and will account to you for the net amount due. You authorize these deductions and settlements. Payouts require a valid connected Stripe account.

7. Intellectual property and brand use

You grant Adonait the right to use your name, logo, and trademarks solely to identify you as the vendor and to market and sell your products under this Agreement. Adonait respects intellectual-property rights and will act on valid infringement notices; you agree to respond promptly to any such notice concerning your listings.

8. Prohibited products and conduct

You may not list counterfeit, unsafe, recalled, stolen, illegal, hazardous, or otherwise prohibited items, or items you lack the right to sell or to have republished/resold. You may not manipulate listings, reviews, or pricing, circumvent the Marketplace, or engage in fraud or deceptive practices.

9. Compliance and indemnification

You will comply with all applicable laws (including consumer-protection, product-safety, labeling, advertising, privacy, and tax laws). You agree to indemnify, defend, and hold harmless Adonait and its owners, affiliates, agents, and channel partners from and against any claim, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of your products, your Vendor Content, your breach of this Agreement or of any representation or warranty, or your violation of any law or third-party right — including any claim that your Vendor Content or products, as listed, republished, marketed, or resold under Section 5, infringe or violate any right.

10. Disclaimers and limitation of liability

The Marketplace is provided “as is.” To the fullest extent permitted by law, Adonait disclaims all warranties and shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or sales, arising out of this Agreement or the operation, republishing, marketing, or resale of your products. Adonait’s total liability for any claim shall not exceed the commissions actually received by Adonait on your sales in the three (3) months preceding the claim.

11. Term, suspension, and termination

This Agreement continues while you list products. Either party may terminate on notice. Adonait may suspend or remove listings or terminate your account for violation of this Agreement, legal or safety concerns, or to protect the Marketplace, buyers, or third parties. Sections that by their nature should survive termination (including the license and waivers in Section 5 as to acts performed before termination, and Sections 6, 9, 10, and 12) survive.

12. Governing law and disputes

This Agreement is governed by the laws of the State of Florida, USA, without regard to conflict-of-law principles. Any dispute shall be resolved in the state or federal courts located in Miami-Dade or Broward County, Florida.

13. Changes and entire agreement

Adonait may update this Agreement; material changes will be posted here and continued listing constitutes acceptance. This Agreement, together with the documents it references, is the entire agreement between the parties regarding the subject matter. Questions? See our Contact page.