Maker Agreement

Revised: March 31st, 2024

1. Overview

Thank you for your interest in becoming a member on the WMIL retail/wholesale online marketplace, accessible through its website and mobile applications . Throughout this    Maker Agreement, the terms “WMIL,” “us,” and/or “we” refer to WMIL Inc. The terms “you” and/or “your” refer to you as a User of the WMIL website and mobile application and a Maker. This Maker Agreement , along with WMIL’s Terms of Service (“Terms”) and Privacy Policy, govern your sale of products as a Maker through the Services. These Terms reference and link to various WMIL policies that provide additional details and such policies are incorporated herein by reference and are to be treated as part of these Terms. You hereby acknowledge and agree to the set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Terms, the word “include” or “including” means “including, but not limited to”.

2. Account Registration

To sell products through WMIL, ALL PRODUCTS MUST BE ORIGINAL, all products shall be made by you. WMIL does not accept any products that are from a third party. You will submit a video with your application showing that you make the products that will be listed in your account. All photos shall be original photos by you, no photos from another source.

You must submit an application to become a Maker and be approved by WMIL for an account, as further set forth in the General Terms. By accepting these Terms and providing the requested information.  During the application process (as detailed in the General Terms), you authorize WMIL and its affiliates and payment processors to settle and disburse funds to you and on your behalf.  WMIL will use good faith efforts to review your application to become a Maker as soon as possible. You acknowledge that WMIL is only able to accept a limited number of Makers at any given time, and that WMIL is not obligated to accept you as a Maker. You hereby release WMIL from any liability regarding the acceptance process.

3. Acceptance

Store Page. Each Maker has its own dedicated store page on the website and mobile application featuring its products (including descriptions and other pertinent information) (“Store Page”). WMIL will create and design your Store Page with the information you provide. You agree that WMIL may adjust, edit, or remove content you submit in order to comply with WMIL’s internal specifications and requirements. WMIL reserves the right to approve the final look and feel of your Store Page in its sole discretion.

High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products in accordance with WMIL’s photography guidelines. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by WMIL, and WMIL will select the best quality and most appropriate photographs for your Store Page. WMIL reserves the right to reject content that violates WMIL’s guidelines or these Terms.

Order Minimums. You may set minimum order quantities for your products. If you wish to have minimum order quantities, you agree to provide WMIL with your first order and reorder minimums (together, an “Order Minimum”), which will be displayed on your Store Page.

Shipping Lead Time. You must set your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. WMIL reserves the right to adjust the shipping lead time, based on actual historical lead times. The lead time you set will be displayed on your Store Page for the purpose of informing Buyers, who may rely on it when making a purchase. You must also enter an expected shipping date once orders are placed in order to approve/accept the order. You may edit your lead time in your Account settings.

4. Commitment to Customer Service

Minimum Standards. Maker and Buyer satisfaction is #1 importance to the success of the WMIL family. Accordingly, Makers are subject to the following minimum standards:

  • To accurately list and describe available products on your Store Page;
  • To comply with any governmental guidelines related to product labeling;
  • To timely accept or cancel an order from a Buyer;
  • To timely fulfill and ship orders to Buyers using a reputable shipping provider;
  • To promptly and effectively respond to Buyers inquiries; and
  • To promptly resolve missing or damaged orders with a Buyers.

Accountability: You acknowledge and agree that in order to ensure that you are meeting the foregoing Makers minimum standard requirements, WMIL will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Buyers. Reviewed individually and as a whole, these metrics help WMIL determine whether you are meeting WMIL’s expectations on delivering a great experience for the Buyers. Such metrics also include:

  1. Accuracy of product listings;
  2. Catalog completeness;
  3. Shipments times;
  4. Valid tracking number (mandatory);
  5. Order response;
  6. How often your orders are reported as damaged and/or missing products:
  7. How often your products are on backorder, returned or canceled;
  8. How promptly and effectively you respond to Buyer inquiries; and
  9. How promptly and effectively you resolve missing or damaged orders with a Buyer.

5. Content License, Representations and Warranties

  1. License. In connection with your use of the Services, you hereby grant to WMIL a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your content on, through or by means of the website and/or mobile application and any of WMIL’s advertising, marketing, publicity and other initiatives and events. WMIL does not claim any ownership rights in any of your content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your content.
  2. Representations and Warranties. You acknowledge and agree that you are solely responsible for all content that you make available through the Services. Accordingly, you represent and warrant that: you are either the sole and exclusive owner of the products that you make through your account or you have all rights, licenses, consents and releases necessary to grant to WMIL the rights as contemplated under these Terms  and neither the content nor your posting, uploading, publication, submission or transmittal of the content or the use by WMIL or through or by means of the WMIL website and/or mobile application including but not limtited to: social media platforms will 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 inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the WMIL website and/or mobile application , or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any content you provide and its accuracy. WMIL takes no responsibility and assumes no liability, and you hereby release WMIL from any such liability related to any content posted or otherwise made available by you, and you agree to indemnify WMIL per the terms of the Indemnification section herein.

6. Pricing

Pricing Consistency: You acknowledge and agree that your prices on your Store Page will be consistent with all other wholesale and retail channels where your products can be found in the applicable region. Product prices on your Store Page must be displayed exclusive of indirect taxes, such as sales tax in the U.S.

Price Audits: You acknowledge and agree that WMIL may perform routine price and content audits of the products listed on your Store Page. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Buyers. In the event a discrepancy is found, WMIL may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, WMIL reserves the right to temporarily suspend or permanently terminate your Account.

7. Returns/Conditions of Sale: 

Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. We reserve the right to refuse service to anyone for any reason at any time. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

Limitations on Orders. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. We reserve the right to discontinue any product at any time.

Price Changes. All prices posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Service.

Payment. Terms of payment are within our sole discretion. Payment must be received by us before our acceptance of your order. We accept Visa, Mastercard, Discover, American Express and PayPal for all purchases. You represent and warrant that (i) the bank or credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.

Shipments; Delivery; Title and Risk of Loss. We will arrange for shipment of the products to you. You will pay all shipping and handling charges specified during the ordering process unless stated otherwise. Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

Returns and Refunds.
The products sold on the Site are non-returnable and non-refundable. We will not provide refunds or accept returns.

8. Payout & Payment Processing Fees

  1. Acceptance of Terms. By accepting these Terms, you acknowledge and agree to the commissions, Payment Processing Fees (as defined in this Section), calculations, other identified costs, and payout schedules set forth below. You agree and authorize WMIL and/or its payment processors to deduct all commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account as designated by you through your WMIL account.
  2. Commissions.

Except as explicitly stated in these Brand Terms, WMIL charges memberMakers the following commission on orders placed through the website and/or mobile application:

  • For opening orders the WMIL commission charge is 15% of the Order Subtotal (as defined below)

As used herein “Order Subtotal” means the total product cost. Commissions are calculated based on the dollar amount of the Order Subtotal. Any items that a buyerBuyer marks as damaged, missing, or otherwise defective are deducted from the payout of the order (WMIL does not receive a commission on these items). If you send a replacement for a damaged, missing, or defective item, WMIL will pay you for the invoiced cost of the replacement item (not shipping).

  1. Payout Schedule; Payment Processing Fee.

Payout Options: 30 day payout to a designated bank account for orders placed with the memberMaker.  This date is determined……

Payment Processing Fee: As used herein, “Payment Processing Fee” means the fees from third-party payment processors along with the costs of managing flexible payment terms for retailers and guaranteeing brands get paid on time, regardless of when their buyerBuyers pay or what payment method they use, and other costs including the costs of managing fraud, and the costs of chargebacks, late payments and defaults. Please note that while WMIL works to ensure memberMakers are paid on time, a payout to a memberMaker may not be completed for various reasons, including a memberMakers violation of its obligations under these  Terms, in the event of fraud, if ordered products are missing or damaged, or as a result of actions taken by your bank or financial institution.

  • (iii) Brands will incur a Payment Processing Fee for each Payout Option as follows:
30 day
2.4% + US$0.30
  • (iv) As used herein the “Designated Payout Date” means the number of days applicable. You acknowledge and agree that you are not entitled to any interest or other compensation associated with your selected Payout Option. The Payment Processing Fee is applied to the Order Subtotal and will be deducted from your payout amount and reflected on your memberMaker invoice. Subject to your compliance with these Terms, after a shipment of an order has been scanned by your shipping provider and is in transit, WMIL will initiate the transfer of the amounts owed for such order in accordance with these Brand Terms to your designated bank account approximately on the next business day following the Designated Payout Date.  WMIL is not responsible for any actions taken by your bank or financial institution that may result in some or all of the funds not being made available to you. WMIL reserves the right to suspend payouts to your bank account due to pending disputes, excessive chargebacks or refunds, as necessary to comply with any request from WMIL’s third party payment processors, and/or other improper or illegal activity as determined by WMIL in its sole discretion.
  1. Taxes. All of WMIL’s fees (including Commission and Payment Processing Fees) are exclusive of indirect taxes, including sales tax and similar indirect taxes that may be applicable as a result of applicable U.S. Such taxes shall be added to WMIL’s fees for services as provided by law.  Depending on your tax registration status, the nature of the supplies, and all other relevant factors, as provided to WMIL, WMIL may remit such taxes to you as part of the order payout for onward remittance to the appropriate tax authorities or shall remit such taxes directly to the appropriate tax authorities. Where such taxes are remitted to you, you acknowledge and agree that you are solely responsible for the onward remittance of any such taxes as well as any other payments or filings required under applicable law. You hereby release WMIL with respect thereto, and agree to indemnify, defend and hold WMIL harmless against any and all such (withholding or other) taxes, contributions, penalties and/or interest, or any claim or action in relation therewith.

9. Shipping

Shipping Costs: Makers have the option to use “Ship with WMIL” for WMIL negotiated discounted shipping rates. All products shipped must have a tracking number and must be entered into the Buyers account.  Shipping costs may not be inflated in any way. For the avoidance of doubt, WMIL is not responsible for handling transport or customs clearance of any Maker products.

  1. Tracking Number: You will be asked by WMIL for, and you agree to provide within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), WMIL will automatically send an email to the Buyer letting them know the order is on its way. Although not required, WMIL recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.
  2. Damaged or Missing Products. Buyers are responsible for reaching out to you through the website and/or mobile application to try to resolve issues relating to damaged or missing items in an order. WMIL will notify you if a Buyer reports to WMIL directly that a product is damaged or if an order is missing items. WMIL will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release WMIL from any liability with regard thereto. WMIL reserves the right to deduct payouts or charge the bank account or any payment method we have on file associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with WMIL, but we reserve the right to reject any dispute/claim created by you about the charge.
  3. Shipping Insurance. WMIL does not require you to purchase shipping insurance. However, WMIL strongly recommends that you do so in order to facilitate any shipping dispute you have with a Retailer. Shipping protection may be available. Shipping protection and insurance may be offered by third parties. Except as explicitly agreed to by the parties in writing, WMIL is not responsible for any shipping protection or insurance products.

10. Inventory

Inventory: Makers agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any products that are discontinued or are out of stock through your Account portal. It is your responsibility to keep your product catalog current and up-to-date based on availability (i.e., whether items are back-ordered or discontinued).

Orders: WMIL will send you an email each time a Buyer places an order for your products. Your Account will also be updated with new order details. You will be able to review the order details, edit inventory availability and accept or cancel the order. You must accept or cancel an order within 2 business days of receiving the email notifying you of the order. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Repeated order cancellations may result in the temporary suspension or permanent termination of your Account, at our sole discretion.

Right to Refuse. You have the right to refuse any order by a Buyer for any reason. Repeated refusal may impact your visibility and search placement.

Pause Mode. If you are going on vacation, or are unable to accept new orders for a period of time, you may pause your Store Page for up to 12 weeks at a time using “Breathing Space Mode” found in your Account tab.

Evaluation. WMIL typically evaluates a Maker’s performance using the metrics on an ongoing monthly basis, and more frequently during high volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged Account and/or the extent of available data. WMIL reserves the right to adjust its evaluation criteria as needed.

Accountability. If WMIL determines that you are not meeting the minimum standards of quality and service, WMIL may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Account. WMIL also reserves the right to put limits on your Account, lower your visibility and/or search placement across the website and/or mobile application, limit your ability to sell with new Buyers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.

Suspended Accounts. If your  Account is suspended for performance issues, you may appeal for re-activation by providing WMIL with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If WMIL in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your  Account is erroneous, you may contact WMIL and explain why.

11. Promotion; Email and Marketing Tools

Unless you opt out as set forth below, WMIL may feature certain Makers, products and content at the top of their respective category, on WMIL’s landing pages, in advertisements, email, social media accounts or in any other channels or media at its discretion.  WMIL shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please contact us.  Use of any email or marketing tools made available through WMIL website and/or mobile application in a manner that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited and WMIL reserves the right to throttle, or limit the number of emails, (suspend or terminate your account) sent to Buyers via such tools.

12. WMIL Messages

Makers and Buyers may only contact each other directly through WMIL Messages on the website and/or mobile application. You agree to use WMIL Messages only for legitimate business purposes, such as responding to a Buyers question about your products or the status of an order, or to resolve business issues. You agree to not abuse WMIL Messages, 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 answer a Buyers question or resolve issues, you may contact WMIL directly.

13. Product Liability Insurance

All Makers are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on WMIL in such amount as is reasonable and customary for companies of comparable size and activities. WMIL reserves the right to request proof of such insurance coverage and other relevant information at any time.

14. Indemnity

You agree to defend, indemnify, and hold WMIL, 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 or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Terms and/or any law or the rights of a third party, and/or your use of or participation on the website and/or mobile application.

15. Prohibited Uses

WMIL will have the right to investigate and prosecute violations of these  Terms to the fullest extent permitted by law. WMIL may involve and cooperate with law enforcement authorities in prosecuting usersUsers who violate these  Terms. You acknowledge and agree that WMIL has no obligation to monitor your access to or use of the website and/or mobile application, or to review or edit any content, but has the right to do so for the purpose of operating the website and/or mobile application, to ensure your compliance with these  Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. WMIL reserves the right, at any time and without prior notice, to remove or disable access to any content that WMIL, in its sole discretion, considers to be in violation of these  Terms or otherwise harmful to the website and/or mobile application. WMIL reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if WMIL suspects illegal activity may be taking place.

16. Termination

If you breach any of these  Terms, WMIL will have the right to temporarily suspend or permanently terminate your Brand Account, your eligibility to participate in any programs or promotions offered by WMIL, and/or terminate these  Terms in its sole discretion and without prior notice to you. WMIL reserves the right to revoke your access to and use of the website and/or mobile application at any time, with or without cause. In the event WMIL terminates these Terms or your Account for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with WMIL at any time by contacting us or as otherwise indicated in your  Account portal. WMIL will take down your Store Page as soon as practicable and will close your  Account once there has been an accounting of all monies due and owing. In the event of any termination of your  Account, all program benefits or other promotional incentives accrued or earned by you or related to your  Account will cease or otherwise be canceled.

I have read and agreeing by signing this box, I have read and agree to be bound by the terms and conditions of the MAKER AGREEMENT.