Vendor Subscription & Operating Agreement
Version: 0001092026
Effective Date: Upon Electronic Acceptance
Location: 14647 Delaware St., Unit 700, Westminster, Colorado 80023
Entity: Create Marketplace Co LLC, d/b/a "Create Marketplace"
WELCOME TO CREATE MARKETPLACE!
Welcome to the Create Marketplace family! We are thrilled to partner with you and provide a physical and digital platform dedicated to showcasing local makers, creative entrepreneurs, and independent brands.
This agreement outlines our shared commitments, operational guidelines, and store policies to ensure a seamless, transparent, and successful experience for every member of our retail collective.
WHY WE CHOSE THE TIERED SUBSCRIPTION MODEL
Traditional booth retail models often trap vendors in rigid, one-size-fits-all contracts with high fixed monthly rents, steep commission splits, and zero flexibility as your business evolves. We designed Create Marketplace differently.
Our Tiered Subscription Model was built to provide an equitable, scalable partnership that aligns with your business goals:
- Predictable Overhead & Flexibility: Instead of high flat-rate square-footage rents, our tiered plans allow you to select a monthly commitment that directly matches your current inventory volume, budget, and operational capacity.
- Scalable Commission Splits: As your brand grows, upgrading tiers unlocks lower commission splits and higher sales holdbacksāensuring you keep more of your hard-earned revenue as your volume scales.
- Customized Retail Real Estate: From micro-cube displays for young entrepreneurs to premium multi-shelf footprints and full booth anchor spaces, you only pay for the physical footprint and digital features you actually need.
- Integrated Omnichannel Growth: Every tier includes integrated point-of-sale tracking, digital catalog features, automated Stripe disbursements, and dedicated backroom supportāgiving small creative businesses the infrastructure of an enterprise retailer.
We believe that when local creators thrive, our entire community wins. We look forward to growing together!
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1. MEMBERSHIP TIERS, SUBSCRIPTION PLANS & DISCOUNT STRUCTURE
1.1 Membership Tier Selection: Create Marketplace operates on a subscription-based marketplace model paired with sales commission structures. Vendors select their plan tier (e.g., Young Entrepreneurs, Hobbyist, Starter, Growth, Scale, Business, or Enterprise) based on catalog size, sales channels, and physical display footprint during Garnet Vendor Portal onboarding.
1.2 Billing Intervals & Term Discounts: Vendors may select from flexible subscription term intervals during checkout:
1.2.a Month-to-Month: Standard recurring subscription rate offering maximum flexibility.
1.2.b 3-Month Term: Discounted quarterly subscription rate billed every three (3) months.
1.2.c 6-Month Term: Enhanced savings subscription rate billed every six (6) months.
1.2.d 12-Month (Annual) Term: Maximum savings rate billed annually.
1.3 Grandfathering Clause & Transition Protocol:
Vendors operating under agreements executed prior to the launch of active membership tiers shall transition to the new subscription structure subject to the following terms:
1.3.a Completion of Active Term & Early Transition Election: Vendors must finish out their existing contractual agreement term before transitioning to a new tiered membership plan. Upon expiration of the current term, account continuation requires selection of an active membership tier. Vendors who wish to transition to a new membership tier prior to the expiration of their current term may do so by submitting a written notice (via email) confirming their agreement to forfeit their remaining current term and electing to have the new membership tier take effect immediately.Ā
1.3.b Pre-Paid Subscription Balances & Stripe Credit: Vendors who paid subscription fees 3 to 12 months in advance will have their remaining unearned subscription balance calculated and issued as an account credit directly to their Stripe Connect portal account to be applied toward future tiered dues.
1.3.c Security Deposit Refund Credit & Settlement: Because Create Marketplace no longer collects or holds security deposits under the new membership model, active vendors in good standing will have their original security deposit credited directly to their Stripe Connect account upon transition. Once this credit has been applied to the Vendor's account, Create Marketplace's security deposit obligation is fully satisfied, and the Vendor shall no longer be eligible for a cash or off-platform security deposit refund upon departure.
1.3.d Departure Prior to Transition: Vendors who elect not to transition to the new membership tier model and choose to terminate their relationship must fully satisfy all terms and obligations of their remaining current agreement through its expiration date to remain eligible for a full security deposit refund. Early termination or breach prior to term completion will result in forfeiture of the security deposit.
1.3.e Sunset Provision: This entire Section 1.3 Grandfathering Clause is temporary and will automatically expire and be removed from all active agreements once all pre-existing contracts conclude, on or around March 31, 2027.
1.4 Automatic Renewal: All subscription plans automatically renew at the end of each selected billing cycle via recurring credit card or ACH debit through Stripe Connect.
1.5 Employee-Vendor Discount Eligibility & Post-Employment Transition: Active employees, staff members, or authorized contractors of Create Marketplace may be eligible to receive a complimentary or discounted vendor membership plan (including Enterprise-level features) at management's discretion during their period of active employment.
1.5.a Code Distribution & Strict Confidentiality: Eligible staff will receive a unique promotion code directly from management. This code is strictly personal, non-transferable, and confidential. Sharing or distributing this discount code to any third party is strictly prohibited.
1.5.b Code Compromise & Program Revocation: If an employee discount code is leaked, published, shared, or redeemed by non-employees, the entire Employee-Vendor Discount Program will be immediately discontinued. All active employee codes will be permanently revoked, and employee-vendors will transition to standard paid subscriptions.
1.5.c Revocation Upon Separation: Upon termination or departure from Create Marketplace, the complimentary discount code and plan sponsorship automatically terminate.
1.5.d Transition to Paid Tier: Former employees wishing to remain active vendors will transition to standard paid pricing on the subsequent billing cycle and retain the right to select any active tier.
2. SUBSCRIPTION DURATION, CANCELLATION & HOLIDAY COMMITMENT
2.1 Term Commitment & Early Cancellation: Selecting a 3-month, 6-month, or 12-month plan commits the Vendor to that full subscription term. Prepaid multi-month subscription fees are non-refundable. Month-to-month plans may be canceled through Garnet with thirty (30) days' advance written notice prior to the next billing cycle.
2.2 Peak Season & Holiday Membership Commitment (Oct 1 ā Jan 15): Q4 represents the peak retail shopping season with maximum store foot traffic and marketing investments. All vendors with active accounts as of October 1 commit to maintaining an active subscription tier through January 15, regardless of billing interval. This commitment applies strictly to account continuity and keeping physical inventory stocked on store shelves.Ā
2.3 Early Exit Penalty & Asset Forfeiture: If Vendor terminates a committed plan early or abandons physical or online store operations prior to term completion or during the Holiday Commitment window:
2.3.a Liquidated Damages: Vendor shall forfeit any prepaid balances or account credits as liquidated damages for re-merchandising and operational expenses.
2.3.b Early Exit Administrative Fee: Vendor shall be subject to an Early Exit Administrative Fee equal to two (2) months of their active subscription fee or $500.00, whichever is greater.
3. SPACE ALLOCATION & RETAIL FOOTPRINT
3.1 Tiered Physical Footprint Allocation: Physical retail space is granted based on the Vendorās active plan tier as outlined in the active marketplace schedule. All specific booth locations, display shelf placements, and physical footprint assignments are allocated on a strict first-come, first-served basis upon completion of agreement execution and onboarding.
3.1.a Young Entrepreneur Display Caps: Vendors under the Young Entrepreneur plan tier are allocated dedicated physical display space within the Youth Section, strictly limited to a maximum capacity of 24 individual cubes (equivalent to 3 full cube shelf units). Displays exceeding this limit require upgrading to a standard commercial plan tier.
3.1.b Standard Retail Footprints: All standard commercial plan tiers (Hobbyist through Enterprise) receive physical display footprints ranging from single shelves up to full booth footprints pursuant to the active plan schedule.
3.2 Mandatory Space Reallocation Upon Tier Changes: If a Vendor upgrades, downgrades, or modifies their membership tier to a plan that does not support their current physical retail footprint, the Vendor is required to relocate, downsize, or clear their merchandise to a compliant space within seven (7) calendar days of the plan transition.
3.2.a Non-Compliance Enforcement: If the Vendor fails to re-merchandise or move their booth inventory within the 7-day window, Create Marketplace reserves the right to reallocate, downsize, or clear the Vendor's physical display space at its sole discretion to bring the booth into compliance.
3.3 Backroom Overflow Storage & Tote Standards: Backroom overflow storage space is limited and is allocated to eligible vendors on a strict first-come, first-served basis based on available backroom shelving. All backroom overflow storage allocated under the Vendorās assigned plan tier must strictly adhere to the following inventory storage standards:
3.3.a Container Specifications: Backroom inventory must be stored exclusively in standard clear plastic totes with a maximum capacity of 18 gallons. Oversized boxes, loose bags, or non-standard storage containers are strictly prohibited in backroom areas.
3.3.b Mandatory Container Labeling: Every storage tote and unit of overflow stock must be clearly labeled with the Vendor Name, Vendor ID (if applicable), and Assigned Tier. Unlabeled containers are subject to removal to maintain store organization, inventory audits, and facility security.
3.3.c Capacity Compliance: Storage totes must not be filled beyond their visual lid closure capacity. Overflow items stacked outside of assigned tote containers or designated shelving units will be removed from the backroom at the Vendor's expense.
3.4 Space Inspection, Move-Out Condition & Repair Invoicing: Because Create Marketplace no longer collects upfront security deposits for in-store vendors, space condition and repair costs are assessed upon move-out:
3.4.a Move-In Baseline Inspection: Prior to a Vendor occupying an assigned retail space or booth footprint, Create Marketplace will conduct an initial condition walkthrough and document all pre-existing damages, wear, or structural conditions.
3.4.b Move-Out Assessment & Invoicing: Upon termination, expiration, or clearance of the physical retail space, Create Marketplace will re-evaluate the cleared footprint. If damage exceeding standard cosmetic wear and tear is identified (including, but not limited to, unapproved wall alterations, deep anchor holes, structural damage, or adhesive residue), Create Marketplace will issue an itemized repair invoice directly to the Vendor.
3.4.c 30-Day Payment Term & Default: Vendor shall have strictly thirty (30) calendar days from the invoice date to remit full payment via Stripe or portal payment link.
3.4.d Late Fees & Legal Enforcement: Any repair balance remaining unpaid after thirty (30) calendar days will incur standard monthly late fees (pursuant to Section 5.1). Continued non-payment past forty-five (45) days will result in immediate referral to collections and formal legal action to recover all repair costs, administrative charges, interest, and legal fees to the fullest extent permitted under Colorado law.
4. TIERED COMMISSION STRUCTURE, REVIEWS & EVENT REMITTANCES
4.1 Commission Splits: Vendor agrees to pay Create Marketplace a commission on gross processed sales subtotals based on active plan tiers and sales channels.
4.1.a Vendor-Initiated Discounts & Promotional Absorption: Vendors have the ability to create, issue, and manage custom discount codes, sales, or promotional markdowns for their products via the Garnet Vendor Portal.
4.1.b Financial Responsibility: Vendor assumes sole financial responsibility for the entirety of any custom discount, coupon code, or price reduction applied to their merchandise.
4.1.c Commission Base Calculation: Create Marketplaceās tiered commission split shall be calculated based on the full, original retail price (or pre-discount subtotal) of the item sold prior to the application of the vendorās custom discount. Create Marketplace does not absorb, share, or reduce its commission percentage as a result of vendor-initiated price markdowns.
4.2 Right to Modify Base Rates & Tier Benefits: Create Marketplace reserves the express right to modify, update, or adjust base subscription fees, tier thresholds, included plan benefits, or commission percentage structures upon providing at least thirty (30) calendar days' written electronic notice to Vendor via email, the Garnet Vendor Portal, or Circle.
4.3 Store-Sponsored Events & Off-Site Remittances: Vendors participating in store-sponsored pop-ups or off-site events brought to you by Create Marketplace agree to pay a 10% commission on gross event sales.
4.3.a Reporting SLA: Within forty-eight (48) hours of event conclusion, Vendor must complete the official sales reporting tool and remit commission via the integrated Stripe link.
4.3.b Late Compliance Fees: Failure to submit event reports within 48 hours results in a $50.00 late fee and temporary event suspension.
5. PAYMENTS, LATE FEES & ELECTRONIC DISBURSEMENTS
5.1 Rent Due Date & Automatic Late Fees: Rent, dues, and account balances are due on or before the 1st day of each calendar month. Any balance not received within five (5) calendar days of the due date will incur an automatic $100.00 late fee on the 6th day of the month.
5.2 Sales Suspension & Operator's Lien: Delinquency past five (5) calendar days shall result in immediate suspension of POS/online sales, withholding of payouts, and removal of physical merchandise from the sales floor until all outstanding balances and late fees are paid in full. Vendor grants Create Marketplace a contractual operator's lien on all inventory and physical display fixtures on premises to secure unpaid balances.
5.3 Disbursement Engine: All disbursements, fee withholdings, and commission processing are executed electronically via Garnet and Stripe Connect.
5.4 Vendor Onboarding & Tax Compliance: Vendor agrees to complete self-onboarding and link an active Stripe Connect account inside the Garnet Vendor Portal (Settings > Payouts). Vendor agrees to maintain valid banking details and tax documentation (Form W-9 / W-8) in Stripe. Payout release is strictly contingent upon verified tax compliance.
5.5 Payout Schedule & Holdback Reserves: Net sales payouts are calculated by Garnet and processed via Stripe according to store holdback schedules (e.g., 14 to 21 days post-fulfillment) to accommodate customer return windows, chargeback reserves, and payment clearing times.
5.6 SaaS Infrastructure & Platform Outage Waiver: Create Marketplace utilizes third-party software platforms (including Garnet, Shopify, and Stripe) for point-of-sale processing, inventory tracking, and electronic disbursements. Create Marketplace provides access to these systems on an "AS IS" and "AS AVAILABLE" basis and shall not be liable for sales revenue loss, software glitches, data sync delays, or third-party payment gateway outages beyond its direct control.
6. CUSTOMER RETURNS & VENDOR RETURN POLICIES
6.1 Custom Vendor Return Policies: Vendors are permitted to establish their own custom return policy for their products, provided it complies with the following visibility rules:
6.1.a In-Store Sales Visibility: Custom return policies must be clearly and prominently posted within the Vendorās assigned booth or physical retail space.
6.1.b Online Sales Visibility: Custom return policies must be uploaded to the Vendorās profile in the Garnet Vendor Portal so Create Marketplace can publish it to the e-commerce storefront.
6.2 Marketplace Default Return Policy: If a Vendor fails to post a visible policy in their booth or upload it to their portal profile, all customer transactions will automatically default to Create Marketplaceās standard return policy, which is subject to change at Create Marketplaceās sole discretion.
6.3 Refunds & Chargeback Deductions: If a customer receives a refund under the applicable policy or files a credit card chargeback, the net transaction amount (including original commission) will be deducted from the Vendorās subsequent Garnet payout cycle or billed directly if account balances are negative.
7. MANDATORY INSURANCE & LIABILITY DISCLAIMER
7.1 Insurance Requirement: Vendor shall, at its own expense, maintain Commercial General Liability insurance (including Product Liability and Broad Form Property Damage) with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate throughout the term of this Agreement.
7.2 Additional Insured Endorsement: Vendor MUST name Create Marketplace Co LLC as an Additional Insured on a primary and non-contributory basis. Vendor shall upload a valid Certificate of Insurance (COI) reflecting this status inside the Garnet Vendor Portal prior to displaying inventory or initiating online sales.
7.3 Recommended Insurance Provider Option: Vendors requiring compliant commercial liability coverage may obtain coverage through our preferred partner program via ACT Insurance. Vendors can apply directly to automatically generate a COI with Create Marketplace Co LLC listed as an Additional Insured.
7.4 30-Day COI Compliance Window & Forfeiture: Vendor is granted a strict thirty (30) calendar days from the date of electronic agreement execution or account onboarding to upload and satisfy all COI requirements. If Vendor fails to provide an approved COI within this 30-day window:
7.4.a This Agreement shall automatically become null and void.
7.4.b Create Marketplace reserves the right to immediately suspend sales, disable portal access, and remove physical booth inventory from the retail floor.
7.4.c All onboarding fees, base rent, deposits, and prepayments paid prior to voidance shall be 100% non-refundable as liquidated administrative costs.
7.5 Risk of Loss & Insurance Disclaimer: Create Marketplace carries zero financial liability for shoplifting, vendor inventory shrinkage, water damage, fire, burglary, natural disasters, or damage to Vendorās physical inventory or equipment on premises. Vendor retains total risk of loss.
7.6 Young Entrepreneur Insurance Compliance: Young entrepreneurs using small cube displays can secure micro-vendor policies (e.g., short-term plans via ACT Insurance) or utilize parent/guardian umbrella/liability extension options to meet requirements.
8. PRODUCT STANDARDS & LEGAL COMPLIANCE
8.1 Legal Ownership & Prohibited Items: Vendor warrants holding legal title and full legal ownership to all merchandise offered for sale. The following product categories are strictly prohibited from being displayed, listed, or sold through Create Marketplace:
8.1.a Alcohol, CBD, THC, cannabis, or regulated tobacco/nicotine products.
8.1.b Firearms, ammunition, explosives, weapons, or hazardous materials.
8.1.c Counterfeit goods, knock-offs, or items infringing on third-party trademarks, copyrights, or patents.
8.1.d Sexually explicit, adult, or obscene materials.
8.1.e Pricing Integrity & Consumer Protection: Vendor warrants that all barcode tags and shelf pricing accurately reflect the true retail price. Under the Colorado Consumer Protection Act (C.R.S. Ā§ 6-1-105), Vendor assumes full legal and financial responsibility for deceptive trade practices, product mislabeling, or pricing discrepancies resulting from Vendor tag errors.Ā
8.2 Consumables, Cosmetics & Health Code Compliance: Vendors selling cottage foods, pre-packaged consumables, cosmetics, skincare, soaps, or personal care products must strictly comply with all applicable federal, state, and local laws, health regulations, FDA guidelines, and Colorado Cottage Foods Act rules. Vendor warrants that all products intended for human consumption or topical application are safely processed, properly labeled with ingredients and allergen warnings, and manufactured in licensed facilities where required. Vendor must provide proof of required health permits, licenses, or testing documentation to Create Marketplace upon request.
9. MULTI-LOCATION INVENTORY, POS & FULFILLMENT POLICIES
9.1 Stock Location Tagging: Vendors utilizing multi-location features must accurately designate stock origins inside Garnet (e.g., In-Store Retail Shelf vs. Vendor Home Studio).
9.2 POS Synchronization: In-store sales via Shopify POS automatically decrement physical store stock.
9.3 Online Shipping SLAs & Supplies: Online purchases assigned to vendor home inventory require the Vendor to package and ship the item within forty-eight (48) hours of order notification, adhering to professional packaging standards. Create Marketplace does not provide, supply, or reimburse any packaging materials, boxes, tape, labels, or shipping supplies for items shipped off-site; Vendor is solely responsible for all fulfillment supplies and costs.
10. LOCAL PICKUP & SAFETY PROTOCOLS
10.1 Designated Pickup Locations: Vendors utilizing home or off-site pickup must specify a clear, safe, well-lit, and secure designated pickup location (e.g., porch pickup box or scheduled meetup).
10.2 Storefront Hub Recommendation: For personal privacy and safety, vendors are strongly encouraged to utilize Create Marketplace's central retail storefront as their primary pickup hub.
10.3 Fulfillment SLAs: Orders designated for direct local pickup must be processed within forty-eight (48) hours of notification.
10.4 Limitation of Liability for Off-Site Pickups: Create Marketplace assumes no liability or responsibility for direct local pickups, transactions, or exchanges arranged by the Vendor outside the physical storefront hub. Vendors utilizing home, off-site, or designated public pickup locations do so at their own risk and agree to hold Create Marketplace harmless from any loss, damage, theft, injury, or dispute arising from such off-site interactions.
11. STORE DISPLAY STANDARDS, SECURITY & MERCHANDISING PROTOCOLS
11.1 Display Standards: In-store Vendors agree to keep assigned booth space fully stocked, neatly arranged, clean, and visually aligned with Create Marketplaceās retail aesthetic. Merchandise must not overflow booth boundaries, block store aisles, or create safety hazards. Create Marketplace reserves the right to remove unapproved signage, unauthorized discount tags, or messy displays at its discretion.
11.1.a Aisle Clearance & ADA Accessibility: Vendors must maintain a minimum 36-inch clear clearance along store walkways adjacent to their display footprint pursuant to the Americans with Disabilities Act (ADA) and local fire codes. Displays, hanging banners, or floor inventory obstructing public aisles will be re-aligned or removed immediately at the Vendor's expense.Ā
11.2 Subleasing Prohibited & Shared Booths: Subleasing, renting out, assigning, or transferring booth space, store display allocations, or online account access to third parties is strictly prohibited. Booth sharing is permitted only with prior written authorization from Create Marketplace management, requiring each participating vendor to execute a separate Vendor Agreement and complete individual Garnet onboarding.
11.3 Vendor Check-In, Store Security & Booth Camera Policies:
11.3.a Check-In Protocol & Store Surveillance Consent: Upon arrival at the physical retail location, Vendor is required to check in with store staff before restocking or modifying displays. Vendor acknowledges and consents to 24/7 video and audio security recording conducted by Create Marketplace across public store premises, aisles, entryways, and checkout areas.
11.3.b Vendor Wireless Camera Authorization: Vendors are permitted to install personal security cameras (e.g., Blink, Ring, or micro-wireless cameras) inside their assigned physical retail space, strictly subject to the following operating conditions:
11.3.c Strict Angle & View Restrictions: Vendor cameras must be completely wireless and positioned so that the lens angle is directed exclusively into the Vendor's assigned display space or booth footprint. Vendor cameras are strictly prohibited from facing, capturing, or monitoring store aisles, adjacent vendor booths, employee counter spaces, or customer checkout areas.
11.3.d Audio Recording & Wiretap Compliance (C.R.S. Ā§ 18-9-304): Pursuant to Colorado eavesdropping and statutory privacy laws, audio recording is strictly prohibited on vendor-installed cameras unless the Vendor visibly posts a clear, legible warning sign within their booth notifying customers that audio recording is in progress.
11.3.e Enforcement & Immediate Removal: Create Marketplace reserves the right to inspect vendor camera positioning at any time. Any camera violating view boundaries, blocking store infrastructure, or recording audio without mandatory signage must be adjusted or removed immediately upon notice.
11.4 Vendor-Only Hours Access & Scheduling: Vendors receiving off-hours access to the storefront for restocking, display updates, or inventory audits must comply with the following access protocols:
11.4.a Portal Reservation: Off-hours store access must be scheduled at least 24 hours in advance via the vendor-only hours scheduling form to ensure building security and staffing coverage.
11.4.b Time Allotments: Weekly hour allowances (1 to 14 hours per week, depending on plan tier) are non-transferable and do not roll over from week to week.
11.5 Floor Layout & Space Allocation Rights: Create Marketplace retains sole discretion over the layout, arrangement, and assignment of all retail floor space, booth locations, shelving units, and display areas. Create Marketplace reserves the right to relocate, reassign, or re-merchandise a Vendorās designated physical space at any time without prior notice for operational purposes, including but not limited to:
11.5.a Seasonal & Promotional Rotations: Optimizing traffic flow for seasonal shifts, holiday displays, or featured collections.
11.5.b Sales Optimization: Repositioning inventory or displays to maximize sales performance, product visibility, and overall store conversion.
11.5.c Store Operations & Re-Merchandising: Updating visual merchandising standards, theme resets, or store footprint redesigns.
11.5.d Compliance & Safety: Ensuring compliance with store safety guidelines, building codes, accessibility standards, or contract terms.
12. DIRECT CUSTOMER COMMUNICATION & PROFESSIONAL CONDUCT
12.1 Professional Standard: All vendor-to-customer interactions (including direct portal messages, product inquiry replies, order updates, and review responses) must remain prompt, courteous, and professional.
12.2 Prohibited Behavior: Harassment, abusive language, discriminatory remarks, spam, or off-platform solicitation (directing platform customers off-site to bypass marketplace fees) are strictly prohibited and grounds for account termination.
12.3 Dispute Escalation: Unresolved customer disputes may be escalated to Create Marketplace support for final administrative mediation.
13. STRICT CONFIDENTIALITY & NON-DISPARAGEMENT
13.1 Confidentiality Obligation: Vendor acknowledges that during the term of this Agreement, Vendor will have access to non-public, proprietary, and highly confidential information regarding Create Marketplaceās operations. Vendor explicitly agrees that it shall hold in strict confidence and shall not disclose, publish, discuss, or share with any third party (including other vendors, competitors, public forums, or social media) any confidential operational details, including but not limited to:
13.1.a Software & Infrastructure: The specific software, applications, plugins, platforms, or technology stacks used to manage the marketplace (including Garnet, Shopify, Stripe integrations, or fulfillment tools).
13.1.b Financial Terms: Store sales volume, revenue metrics, custom commission structures, payout schedules, or fee splits.
13.1.c Internal Workflows & Community Communications: Operating procedures, store check-in protocols, vendor lists, merchant supplier contacts, internal announcements, and all discussions, resources, or content shared within Create Marketplace's private Circle vendor community platform are strictly confidential. Sharing or leaking internal Circle posts, screenshots, or community discussions to external third parties or public social media is strictly prohibited.
13.2 Post-Termination Survival: The confidentiality obligations set forth in Section 13.1 shall survive the expiration or termination of this Agreement for a period of three (3) years.
13.3 Non-Disparagement: Vendor explicitly agrees that during the term of this Agreement and for two (2) years following its termination, Vendor shall not post, publish, utter, or share any false, disparaging, negative, or defamatory statements regarding Create Marketplace, its owners, management, staff, or business practices on any public forum, review site, or social media platform.
14. REMEDIES & LEGAL ACTION FOR BREACH
14.1 Immediate Legal Action & Injunctive Relief: Vendor agrees that any breach or threatened breach of Section 13 (Strict Confidentiality & Non-Disparagement) will cause irreparable harm to Create Marketplace for which monetary damages alone would be inadequate. Consequently, Create Marketplace shall be entitled to seek immediate injunctive relief, temporary restraining orders, and specific performance in any court of competent jurisdiction to restrain such disclosure or breach, without the necessity of posting a bond.
14.2 Contract Termination & Account Suspension: In the event of a breach of Section 13, Create Marketplace reserves the right to immediately terminate this Agreement, disable Vendorās Garnet portal access, remove physical booth inventory from the retail floor, and forfeit any pending payouts pending legal resolution.
14.3 Recovery of Damages & Attorney's Fees: Create Marketplace reserves the right to pursue all remedies available at law and in equity, including actual financial damages, lost business profits, statutory damages, and the full recovery of all reasonable attorneyās fees and legal costs incurred in enforcing this provision.
14.4 Full Attorney Fee & Collection Cost Recovery: In any arbitration, mediation, or judicial proceeding brought by Create Marketplace to enforce contract terms, collect unpaid balances, or defend against non-meritorious vendor claims, Create Marketplace shall be entitled to recover all direct costs, administrative fees, court costs, and reasonable attorney fees from the breaching party.Ā
15. TERMINATION, EVICTION & ABANDONED PROPERTY
15.1 Standard Notice: Month-to-month subscriptions may be terminated by either party with thirty (30) days' advance written notice prior to the next billing cycle.
15.2 Immediate Eviction for Cause: Create Marketplace reserves the right to immediately terminate and evict for severe breaches, including non-payment, theft, gross negligence, harassment, defamation, prohibited items, or illegal activity. In the event of termination for cause, all onboarding fees, subscription rent, prepayments, and platform fees paid prior to termination shall be 100% non-refundable as liquidated administrative costs.
15.3 Financially Abandoned Property & Liquidation: If unpaid balances remain uncured after thirty (30) days, Create Marketplace will issue a 15-day Notice of Intent to Liquidate. Unclaimed physical inventory remaining on store premises fourteen (14) calendar days post-termination will be liquidated or sold to satisfy outstanding debts.
15.4 Misrepresentation of Subscription Tier: Falsifying, altering, or intentionally misrepresenting your assigned Vendor Subscription Tier on support requests, ticket submissions, event sign-ups, or portal forms in an effort to bypass support queues, claim priority SLAs, or gain unauthorized access to tier-specific perks (including Vendor-Only Hours) constitutes a material breach of this Agreement. Any deliberate tier misrepresentation may result in immediate ticket cancellation, forfeiture of support response SLAs, tier demotion, or account termination without eligibility for a refund of paid fees.
16. NON-SOLICITATION & WORKFLOW PROTECTION
16.1 Non-Solicitation of Staff & Vendors: Vendor agrees that during the term of this Agreement and for a period of two (2) years following its termination or expiration, Vendor shall not, directly or indirectly:
16.1.a Staff Solicitation: Solicit, hire, recruit, or attempt to entice away any employees, staff members, or independent contractors of Create Marketplace.
16.1.b Vendor Solicitation: Recruit, solicit, or entice other active marketplace vendors away from Create Marketplace to join a competing retail space, collective, or platform.
16.2 Proprietary Workflow Protection: Vendor shall not disclose, replicate, or share Create Marketplaceās proprietary operational workflows, store procedures, software configurations, or merchant strategies with external competitors or third parties.
17. TAX COMPLIANCE & MARKETPLACE FACILITATOR LAWS
17.1 Marketplace Facilitator Collection: Create Marketplace acts as a marketplace facilitator under Colorado law and will calculate, collect, and remit state/local sales tax on processed POS and e-commerce transactions.
17.2 Independent Tax Responsibility: Vendor remains an independent contractor solely responsible for its income tax, federal/state filings, self-employment tax, and statutory backup tax withholdings (24%) if valid Taxpayer Identification Numbers (TINs) are not provided.
18. FORCE MAJEURE, HOLIDAY HOURS & STORE CLOSURES
18.1 Force Majeure & Emergency Closures: Create Marketplace shall not be held liable or deemed in breach of this Agreement for temporary store closures or reduced operating hours resulting from acts of God, extreme weather, utility failures, building repairs, civic emergencies, or government directives beyond managementās reasonable control.
18.2 Holiday & Seasonal Store Hours: Create Marketplace reserves the express right to adjust, modify, or shorten retail store operating hoursāincluding closing early or closing entirely for full calendar daysāin observance of federal, state, or civic holidays, or for planned seasonal operations. Such modifications shall be posted in advance inside the Garnet Vendor Portal or Circle, and shall not constitute a breach of this Agreement or entitle Vendor to rent abatements or fee credits.
19. OFFICIAL COMMUNICATION CHANNELS (GARNET & CIRCLE)
19.1 Mandatory Community Platform Accounts: Vendor acknowledges that official store announcements, policy changes, and store schedules are communicated via the Garnet Vendor Portal and Create Marketplace's official community platform (Circle). Vendor agrees to maintain active accounts on both platforms and regularly review updates.
20. INDEPENDENT CONTRACTOR RELATIONSHIP
20.1 Independent Business Status: Vendor operates as an independent business entity. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between Create Marketplace and Vendor. Vendor has no authority to bind Create Marketplace to any third-party agreements or representations.
21. INDEMNIFICATION, GOVERNING LAW & VENUE
21.1 Indemnification: Vendor agrees to defend, indemnify, and hold harmless Create Marketplace Co LLC, its owners, officers, directors, employees, and agents from and against any third-party claims, demands, losses, liabilities, product defects, consumer injury, intellectual property infringement, or contract breaches arising out of Vendorās products, booth operations, or conduct.
21.1.a Defense Counsel & Indemnity Procedures: Under Section 21.1, Vendorās obligation to defend Create Marketplace includes the immediate payment of all reasonable legal defense fees as they are incurred. Create Marketplace retains the exclusive right to approve or select legal counsel to represent its interests in any third-party claim, lawsuit, or regulatory inquiry arising from Vendor's merchandise.Ā
21.2 Governing Law & Venue: This Agreement shall be governed strictly by and construed in accordance with the laws of the State of Colorado. Venue for any legal action or proceeding arising out of or relating to this Agreement shall lie exclusively in the state courts located in Adams County or Jefferson County, Colorado.
21.3 Waiver of Class Action & Jury Trial: VENDOR AND CREATE MARKETPLACE EXPLICITLY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. BOTH PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.Ā
22. SURVIVAL OF OBLIGATIONS
22.1 Retained Legal Covenants: Expiration or termination of this Agreement for any reason shall not terminate or affect any obligations, liabilities, or covenants that by their nature are intended to survive termination, including Sections 4 (Tiered Commission Structure & Event Remittances), 7.5 (Risk of Loss), 13 (Strict Confidentiality & Non-Disparagement), 14 (Remedies & Legal Action), 15.3 (Operator's Lien & Liquidation), 16 (Non-Solicitation & Workflow Protection), 21 (Indemnification, Governing Law & Venue), 23.1 (Re-Execution Compliance), and 24.1 (Parent/Guardian Execution & Guarantee).
23. AMENDMENTS & REVISIONS TO VENDOR AGREEMENT
23.1 Version Control Identifier: Every official release of this Agreement is assigned a unique tracking version code located in the document header (e.g., Version: 0001092026). The version code active in the Garnet Vendor Portal at the time of execution governs the relationship between the parties.
23.2 Right to Modify & 30-Day Execution Requirement: Create Marketplace reserves the express right to update, modify, or replace this Vendor Agreement in its entirety at any time. Create Marketplace shall provide Vendor with at least thirty (30) calendar days' advance electronic notice of any revised agreement version via email, Circle, or the Garnet Vendor Portal.
23.3 Re-Execution Compliance Window: Vendor agrees to electronically sign and execute the newly versioned Master Vendor Agreement within thirty (30) calendar days of electronic notice. Failure or refusal to re-execute the updated Agreement version within the 30-day window shall result in immediate suspension of POS/online sales, account termination, and mandatory removal of inventory pursuant to Section 15.
24. LEGAL CAPACITY, GUARDIAN EXECUTION & ELECTRONIC CONSENT
24.1 Minor Legal Incapacity & Mandatory Parent/Guardian Execution: Minors under eighteen (18) years of age lack legal capacity and are strictly prohibited from executing this Agreement independently. For any vendor under 18 years of age (including participants in the Young Entrepreneurs Program), this Agreement must be executed entirely by a parent or legal guardian as the primary Contracting Party and Guarantor. The signing parent/guardian agrees to be fully liable for all financial obligations, rent, commission split adjustments, event remittances, indemnification claims, and operational rule compliance outlined in this Agreement, and must complete all Stripe Connect payout onboarding on behalf of the minor.
24.2 Electronic Acceptance & E-Sign Consent: BY CHECKING THE AGREEMENT ACCEPTANCE BOX DURING GARNET PORTAL ACCOUNT REGISTRATION, THE SIGNING VENDOR (OR PARENT/LEGAL GUARDIAN, IF APPLICABLE) ACKNOWLEDGES HAVING READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. Acceptance holds full legal weight under the U.S. Electronic Signatures in Global and National Commerce (E-SIGN) Act and Colorado state law.