Last Updated: Jan 15th, 2021
IF YOU BECOME A SUBSCRIBER TO ONE OF OUR PAID MEMBERSHIPS AND PAY BY CREDIT CARD, YOUR SUBSCRIPTION SERVICE WILL AUTOMATICALLY RENEW PURSUANT TO THE TERMS SET FORTH BELOW.
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 – Retail Account
Retailer Account. To purchase goods through the Services as a Retailer, you must register, create a retailer account and be approved by Playback (“Retailer Account”), as further set forth in the General Terms. We reserve the right to deactivate your account if we find that you are in breach of these Retailer Terms, including in the event that you are selling products in non-Playback approved locations or on other platforms other than Playback (as further set forth in these Retailer Terms).
Qualifications. To qualify for a Retailer Account, Retailers must have an online, brick and mortar or pop-up store that is open and ready for business (authorized subscription boxes and booths may also qualify in our discretion). You must also have, and upon request provide proof of, a valid reseller’s permit or ID (or your state’s or region’s equivalent documentation).
4. Product and Content Compliance
You acknowledge and agree that Playback is not required to determine whether the products sold on the Services, or any Content related thereto: (i) abide by Playback’s Product Guidelines and/or are not prohibited under Playback’s Product Guidelines; (ii) comply with all laws, rules and regulations, including but not limited to, safety, labeling, testing, warning, import/export, and/or other consumer protection law requirements; (iii) do not infringe upon the intellectual property, publicity or other rights of others; (iv) do not contain false, inaccurate or misleading information; (iv) are allowed to be sold from the Brand’s jurisdiction and/or into your jurisdiction; and/or (v) are allowed to be sold by you from your jurisdiction into your customer’s jurisdiction. You agree to conduct the necessary due diligence for compliance and suitability of Brands and their products. You hereby release Playback from any liability with respect thereto, and agree to indemnify, defend and hold Playback harmless for any claims as set forth in the Indemnification section below.
- Prohibition on Fulfillment Using Third Party Websites. You agree to not fulfill orders on third party websites, including Amazon, eBay, Facebook, Instagram, Etsy, Poshmark or any other online marketplace for items purchased through Playback.
- Order Minimums. Brands may specify a minimum dollar amount a Retailer must spend before a Brand is willing to sell to a Retailer (an “Order Minimum”). This amount is set by each Brand and may vary between Brands. Brands have the option to set a different Order Minimum for first orders and reorders you place with them.
- Right to Refuse. You acknowledge and agree that Brands and/or Playback may refuse to complete your purchase for any reason.
- Inventory. Playback will encourage Brands to have sufficient inventory to sell goods to Retailers. However, you acknowledge and agree that Playback does not guarantee a Brand's inventory or that there will be enough product to sell to you.
- Testers and Samples. Brands may sell testers. You may add only one tester per product SKU to any full order. Samples are currently not made available by a Brand. Please note that in the event you purchase testers, they are non-returnable and non-refundable.
- No Circumvention. You acknowledge and agree that you will place all orders for a Brand's product through the Services for any Brand that you are first introduced to through the Services. You acknowledge and agree that you will not influence Brands, or otherwise circumvent Playback’s process or the Services, by transacting orders with Brands you were introduced to through the Services outside of the Services. Failure to comply with this provision may result in temporary suspension or permanent termination of your Retailer Account and your ability to purchase products on Playback in the future.
- Playback Protection. Playback Protection is a program in which Brands, at their option, offer Retailers 90 days of postal code exclusivity protection for orders placed with that Brand on the Services. That means that the first Retailer to order from the Brand in a specific postal code will have 90 days of exclusivity with that Brand for the postal code where the Retailer is located. No other Retailers in that postal code will be allowed to purchase products from that Brand during the 90-day exclusivity period from Playback. If the Retailer does not re-order from the Brand after the 90-day exclusivity period ends, then Playback Protection ends for that Retailer, and another Retailer in that same postal code will be able to place an order and trigger Playback Protection for 90 days. Playback Protection is only available for orders placed on the Services. Playback cannot guarantee the exclusivity of postal codes beyond purchases placed on the Services and shall not be held responsible in such circumstances.
- Shipping Address and Drop Shipping. You agree to provide a valid, physical address to receive the product that you order through the Services. Playback does not offer drop shipping to customers of Retailers. Retailers are also not allowed to forward purchased products to overseas locations, whether through mail forwarding services or otherwise.
- Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including sales taxes, as well as any other payments or filings required under applicable law. You hereby release Playback with respect thereto, and agree to indemnify, defend and hold Playback harmless against any and all such taxes, contributions, penalties and/or interest.
- Payment Methods. To make a purchase, you must link an approved payment method (such as a credit or debit card, but excluding pre-paid cards)) with your Retailer Account. Approved payment methods may vary by region. By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay for the goods purchased, and any applicable taxes and other fees that may accrue, and you authorize Playback and/or its affiliates to charge the payment method with the information you have supplied to Playback, and/or to credit that payment method to make any adjustments if necessary. Playback reserves the right to correct any errors in pricing. We will charge your default payment method on file in your Retailer Account. If it fails, we reserve the right to charge any other payment method you have included in your Retailer Account.
- Payment Processors. Playback uses third-party service providers for credit card payment processing, fraud alerts, payment processing and disbursement of funds to Brands. You acknowledge and agree that Playback may share information about you with those payment processors in order to complete the transaction.
- Payment Accounts. Playback offers two types of payment accounts depending on the type of Retailer business (as described below): (1) Net 60 Terms Account (“Terms Account”); and (2) Payment on Shipment Account:
- Terms Account. Playback offers certain Retailers the option to purchase products with a Terms Account. To be eligible for a Terms Account, you must be approved by Playback. Your account may be reviewed for terms once your first order is placed and before it begins processing. If you are eligible for a Terms Account, then Playback will not charge your account until invoices are due 60 days after the order is placed. However, you have the option to pay your invoices sooner by logging onto your Retailer Account and paying any outstanding invoices. Playback reserves the right to have spending limits under this type of account. Once you either return the products (if eligible), or pay for the products, your credit balance will decrease. You may request to have your credit limit increased by requesting to do so in your Retailer Account. Any purchases made over the credit limit must be paid upon shipment. You agree that you will not create multiple accounts in an attempt to circumvent spending limits.
- Payment on Shipment Account. If you are not eligible for a Terms Account, you must make payment when the product is shipped by the Brand. Your method of payment will automatically be charged once the order is in transit.
- Failure to Make Payment & Payment Plan Program. You acknowledge and agree that if you fail to make timely payment for any goods you ordered through the Services, Playback may, at its option and without notice to you, demand immediate payment of all outstanding invoices, cancel or suspend orders, suspend or revoke your line of credit, offset monies that may be owed to you, asset late payment penalties at the highest rate allowed by law and/or temporarily suspend or permanently terminate your Retailer Account. Playback reserves the right to turn your account over to a collection agency or seek any other legal or equitable remedies available to collect any outstanding debt. You acknowledge and agree that if any payment becomes 60 days past due, and you have not otherwise opted into a payment plan program offered by Playback, Playback may at its option automatically enroll you into a 3 month payment plan, and you hereby agree to pay the total amount due in equal weekly installments over such 3 month period. Playback reserves the right to apply a fee for this service. This payment plan program is only applicable to the purchase of goods, and does not apply to any paid subscription plans or other services.
7. Shipping Costs and Lead Times
- Shipping Costs Unless Playback has authorized free shipping, you are responsible for and agree to pay for all shipping costs displayed on your invoice as well as any customs and/or duties on international orders. Shipping costs will be included in your invoice. Shipping costs will vary depending on the weight of the package and where the package is being shipped from.
- Lead Times. You acknowledge that lead times vary on how long it takes for a Brand to ship a product. Average lead times are displayed on the Brand's page and/or when the product is in your cart. If any order takes longer than 2 weeks to ship, your invoice due date and return window (if applicable) are automatically extended by 2 weeks. Once the Brand accepts the order, the expected ship date will be updated in your Retailer Account. You will receive a notice once the product has shipped, giving you a tracking number and letting you know the cost of shipping. This information is also available in your Retailer Account.
8. Returns, Refunds, Cancellations
- Returns. Playback offers free returns on qualifying orders placed with any Brand. From the date the order is placed, you have the same number of days to return the product for a full refund as you have to pay the invoice (“Return Eligibility Period”). When goods are returned to Playback by a Retailer, Playback may at its option redistribute those products through its various redistribution channels. To qualify for free returns and prevent future charges, you must adhere to Playback return policies as outlined in our Returns, Refunds and Cancellations Policy. You acknowledge and agree that any orders from a Brand not covered in Playback’s Return Policy are not eligible for return, except under certain limited circumstances described therein. Although Playback agrees to pay free shipping on returned items that qualify, you acknowledge and agree that you pay for all shipping costs to your retail store. Those shipping costs are non-refundable, even if you later return those items for free under this Section.
- Refunds and cancellations. If you receive a product that is damaged, the shipment includes missing items or you do not receive the product by the expected ship date, you must report the issue within 14 days of receiving the product as outlined in our Returns, Refunds and Cancellations Policy. You agree that if you do not timely report the issue, the product shall be deemed delivered and satisfactory.
- Playback reserves the right to accept or reject any missing or damaged report filed by a Retailer in its sole reasonable discretion, including in the event Playback suspects any fraudulent activity. Playback’s decision whether to accept a damaged or missing claim shall be final.
9. Playback Messenger
Retailers and Brands may contact each other directly through Playback Messenger on the Services. You agree to use Playback Messenger only for legitimate business purposes, such as asking questions about a Brand’s products, the status of an order or to resolve business issues. You agree to not abuse Playback 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 get answers to your questions or resolve issues, you may also contact Playback directly.
10. Product Content
Limited License. Playback displays various Content related to the products, including photographs, product descriptions, Brand stories and any other related content for sale on its Services. You are granted a limited, revocable license to use Content related to a product that you purchase on the Services on your own company’s website for the sole purpose of reselling that same product. Notwithstanding the foregoing, you agree that you will not use any such Content in any ad or media campaign, including postings, emails, ads or any other communication on Facebook, Instagram or Google, among others, without the express written consent from the owner of that Content.
You acknowledge and agree that you are merely a licensee of the Content and that you do not own, and will not claim any ownership rights in, the Content. You further acknowledge and agree that Playback is not responsible, nor shall Playback be held liable, for any Content, and Playback makes no representation or warranty that the Content does not 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 libelous or otherwise unlawful, abusive, harassing or obscene material, or result in the violation of any applicable law or regulation.
11. Insider Program – Auto Renewal Paid Subscription Plan
- Insider Program. Playback offers Retailers who meet certain requirements a paid subscription, called “Insider,” (the “Paid Subscription Plan”) which gives qualified Retailers access to certain features and programs on the Services not offered with the free Retailer Account. Qualified Retailers who enroll in the Paid Subscription Plan are called “Insider Members.”
- Qualifications & Features. To qualify for the Paid Subscription Plan and become an Insider Member, a Retailer must receive an invitation from Playback. Insider Members are eligible for features such as free shipping on select brands made on the Services or selected early access to new arrivals. Actual features may vary (including depending on your location) and may be modified or amended from time to time in Playback’s discretion. Details will be made available to you prior to your enrollment.
- Cost. When you first enroll in the Paid Subscription Plan, the first 30 days are free (the “Free Trial.”). Thereafter, the cost of the Paid Subscription plan will be explicitly stated (the “Subscription Fee”). There is no minimum order other than meeting the Brand’s minimum order requirements. Membership is active as soon as an Insider Member enrolls. However, benefits cannot be applied retroactively. The Subscription Fee and any orders you purchase are accounted separately. That means that the Subscription Fee does not impact your credit limit and is not subject to any financing terms. In addition, because the accounts are separate, you may not apply any credit to payment of your Subscription Fee.
- Auto-Enrollment. When you sign up for a Free Trial of the Paid Subscription Plan, you will receive a confirmation email of your enrollment. After the Free Trial ends, you will automatically be charged the Subscription Fee for the subsequent month, unless you cancel the Paid Subscription Plan, which you can do at any time prior to the next billing cycle. Playback will use the payment method that you have provided on file or you will be asked to provide one if none exists. All fees are non-refundable and non-transferable except as expressly provided herein. All fees and applicable taxes, if any, are payable in United States dollars.
- By submitting payment details in conjunction with enrolling in the Paid Subscription Plan, you agree to pay for the services purchased, and any applicable taxes and other fees that may accrue, and authorize Playback and/or its credit card affiliates to charge the credit card with the information you have supplied to Playback, and/or to credit the credit card to make any adjustments if necessary. Playback reserves the right to correct any errors in pricing and the right to refuse any order.
- The Paid Subscription Plan is billed or charged on the first day of the applicable subscription period. Except as stated herein, Playback reserves the right to change the Paid Subscription Plan or modify pricing for services and/or features at any time in its sole discretion. Unless we notify you in writing at least 10 days prior to the end of your current term that your Paid Subscription Plan fee will increase, such renewal will be at the same subscription fee as when you first subscribed, plus any applicable taxes.
- You can always opt-out of or cancel auto-renewal of the Paid Subscription Plan at any time by contacting Playback at firstname.lastname@example.org. You can also opt-out through your Retailer Account settings. If you cancel your Paid Subscription Plan, you may use your subscription until the end of the term and it will not be renewed once it expires. If you cancel your Paid Subscription Plan before it expires, you will not be eligible for a pro-rated refund. Playback reserves the right to remove you from the Paid Subscription Plan in the event that you become ineligible, including due to late payments, high rates of return and other factors, as reasonably determined by Playback in its sole discretion.
For any disputes regarding an order or product from a Brand, you agree to try to informally resolve the dispute directly with the Brand using Playback Messenger. If you are not able to resolve the dispute, you may contact Playback to help resolve the issue. You agree that Playback has no duty or obligation to resolve any issue you have with a Brand, and you hereby release Playback from any and all liability relating to any dispute you have with a Brand.
You agree to defend, indemnify, and hold Playback, 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 and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Retailer 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.
If you breach any of these Retailer Terms, Playback will have the right to temporarily suspend or permanently terminate your Retailer Account, these Retailer Terms and/or the General Terms in its sole discretion and without prior notice to you. Playback reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Playback terminates these Retailer Terms, your Retailer Account and/or the General Terms due to your breach, you will remain liable for all amounts due hereunder.
You may terminate your relationship with Playback at any time by contacting Playback’s support team at email@example.com or as otherwise indicated in your Retailer Account portal. Playback will close your Retailer Account once there has been an accounting of all monies due and owing.