This Vendor Agreement ("Agreement") applies to any person or business that creates a booth, storefront, vehicle profile, competition entry, or product listing on the Asemblie platform ("you," "Vendor"). It supplements the Asemblie Terms of Service, which are incorporated here by reference. Where this Agreement conflicts with the Terms of Service on a vendor-specific matter, this Agreement controls.
1. YOUR RELATIONSHIP WITH ASEMBLIE
You are independent. You are an independent business. This Agreement does not create an employment, partnership, joint venture, franchise, or agency relationship. You control your own products, pricing, inventory, staffing, hours, and business operations.
You are the seller. For every sale you make through the Service, you are the merchant of record and the seller of the goods. Asemblie provides the software and payment facilitation. Asemblie does not buy, own, inspect, warehouse, handle, or resell your products.
No exclusivity. Nothing here prevents you from selling through any other channel, at any other event, or on any other platform.
2. GETTING PAID
Stripe Connect required. To receive funds, you must complete Stripe Connect onboarding, including identity and bank verification. This creates a direct agreement between you and Stripe under the Stripe Connected Account Agreement. Asemblie cannot complete this for you and cannot override Stripe's verification decisions.
How funds flow. When a Guest purchases from you, the transaction is processed as a destination charge: the purchase amount, less the Asemblie platform fee and Stripe's processing fees, is routed to your connected Stripe account. Payout to your bank follows your Stripe payout schedule.
Platform fee. Asemblie retains a platform fee on each transaction, published on our pricing page and disclosed at checkout. We may change the fee prospectively with notice through the Service; changes do not affect completed transactions. Your continued use after a fee change constitutes acceptance.
Event fees. Where an Organizer or the Service charges a fee for booth participation, that fee is disclosed before you commit.
Delays and holds. Payout timing is controlled by Stripe. Asemblie may place a hold on funds where we reasonably suspect fraud, where a chargeback or dispute is pending, where required by law, or where you are in material breach of this Agreement. We will tell you the reason for any hold we place and release funds when the underlying issue is resolved.
Verification failure. If Stripe cannot verify your account or disables charges or payouts on it, you may be unable to sell or receive funds through the Service. Any resulting funds will be handled per Stripe's terms.
3. TAXES — YOUR RESPONSIBILITY
You are solely responsible for determining, collecting, reporting, and remitting all applicable taxes on your sales, including sales tax, use tax, and income tax. Asemblie is not the merchant of record for your sales and does not calculate, collect, or remit sales tax on your behalf.
You are responsible for obtaining any business license, seller's permit, food handling permit, cottage food registration, alcohol license, or other authorization required for your products and your jurisdiction.
Stripe may issue you a Form 1099-K where thresholds are met. Consult your own tax advisor.
4. YOUR LISTINGS AND PRODUCTS
You agree that:
- Listings are accurate, complete, and not misleading as to product, quantity, weight, unit, origin, condition, or price
- Photos depict the actual product or item you are selling
- Claims such as "organic," "certified," "handmade," "restored," or "original" are truthful and substantiated, and you hold any certification you claim
- You have the legal right to sell every item you list
- Products comply with all applicable safety, labeling, food handling, and consumer protection laws
- Prices shown are the prices you will honor
- You will keep availability current and will not sell items you cannot deliver
Where you use guided setup, templates, or catalogs — including produce catalogs, vehicle profiles, or competition entry forms — you remain responsible for the accuracy of the final listing regardless of which values were pre-populated.
5. PROHIBITED ITEMS AND CONDUCT
You may not list or sell through the Service:
- Illegal goods or goods you cannot lawfully sell in the applicable jurisdiction
- Weapons, ammunition, explosives, or their components
- Controlled substances, drug paraphernalia, or unapproved supplements making disease claims
- Alcohol or tobacco, unless you hold every license required for the sale and the Organizer has authorized it for the event
- Counterfeit, stolen, or trademark-infringing goods
- Live animals
- Recalled products
- Human remains or bodily fluids
- Hazardous or regulated materials requiring special handling
- Sexually explicit material
- Items promoting hate, violence, or discrimination
- Financial instruments, securities, or anything requiring a license you do not hold
You also may not:
- Manipulate ratings, scores, or competition results, including through multiple accounts or sessions, paid votes, or interference with another entry
- Direct Guests off-platform to avoid platform fees on transactions initiated through the Service
- Misrepresent your identity, business, or affiliation
- Harass other Vendors, Organizers, or Guests
We may remove listings, suspend selling privileges, or terminate your access for violations, and may withhold funds associated with a violating transaction.
6. FULFILLMENT, REFUNDS, AND DISPUTES
Fulfillment is yours. You are responsible for having ordered items available and for fulfilling every order you accept — whether picked up at your booth, pre-ordered, or fulfilled otherwise.
Refund policy. You must set and honor a clear refund policy. If you do not publish one, you agree to refund any order you cannot fulfill.
Refunds you issue. Refunds are debited from your connected account. Platform fees on refunded transactions are returned to you; processor fees may not be refundable, per Stripe's terms.
Chargebacks. If a Guest disputes a charge, the disputed amount plus any processor dispute fee may be debited from your account. You are responsible for responding with evidence. Asemblie may provide transaction records but does not control the outcome.
Guest disputes are between you and the Guest. Asemblie is not an arbiter of product quality, condition, or delivery disputes and has no obligation to mediate.
7. YOUR CONTENT
You retain ownership of your listings, photos, descriptions, restoration stories, vehicle details, and other content. You grant Asemblie the license described in Section 5 of the Terms of Service to display and promote that content in connection with the Service.
You represent that you own or have rights to all content you upload, including photographs. Do not upload photos you did not take or license.
8. VENDOR PROFILES ACROSS EVENTS
Your vendor profile, products, followers, and history may persist across multiple events. You may create a booth at events created by Organizers and, where the Service permits, create your own event listing.
Where you create your own event, you also become the Organizer of that event and take on the corresponding responsibilities: accuracy of event details, compliance with venue rules and permits, and any representations you make about the event to Guests. Asemblie does not verify that you have permission to sell at, or represent, any venue or market you list. Listing an event you do not control, or implying an affiliation you do not have, is a violation of this Agreement.
9. GIFT CARDS AND OTHER TENDER
Where a Guest pays using an Asemblie gift card, the redeemed value is credited toward your payout as a normal sale, less applicable fees. You must accept gift card tender on the same terms as any other payment method and may not charge more, refuse service, or apply different terms to a Guest paying with a gift card.
10. TERM AND TERMINATION
Term. This Agreement begins when you create a vendor profile and continues until terminated.
By you. You may stop selling and request account closure at any time. You remain responsible for fulfilling accepted orders and for any pending disputes.
By us. We may suspend or terminate your selling privileges for material breach, suspected fraud, legal risk, or repeated Guest complaints. Where practical and lawful, we will provide notice and an opportunity to cure.
On termination. Your listings are removed. Funds already earned are paid out per your Stripe payout schedule, subject to any hold for pending disputes or chargebacks. Sections 3, 6, 7, 11, and 12 survive.
11. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Asemblie and its officers, directors, employees, and agents from any claim, loss, liability, damage, or expense (including reasonable attorneys' fees) arising from: your products; your listings or content; your events; injury, illness, or damage caused by anything you sell; your failure to obtain required licenses or permits; your tax obligations; or your breach of this Agreement or any law.
This includes food safety and product liability claims. If you sell food, produce, prepared items, or any consumable, you bear full responsibility for its safety and for compliance with applicable food handling law.
12. INSURANCE
You are responsible for maintaining insurance appropriate to your business, including general liability and, where applicable, product liability coverage. Organizers may require proof of insurance as a condition of participation. Asemblie's insurance does not cover your business, your products, or your conduct.
13. GENERAL
Changes. We may update this Agreement with notice through the Service. Continued selling after the effective date constitutes acceptance.
Governing law and venue. Florida law governs, with venue as set out in the Terms of Service.
Entire agreement. This Agreement, the Terms of Service, and the Privacy Policy constitute the entire agreement regarding your use of the Service as a Vendor.
Contact. support@asemblie.com · Asemblie, Inc., 17218 Toledo Blade Boulevard, Port Charlotte, FL 33954.