Vendor Protection Policies

Any person or entity (“Vendor”) who wants to supply Products (as defined in Section 1) to 4.B.DEN 21 LTD or its affiliates (collectively, “Restricted 21” herein) must accept these Vendor Terms and Conditions (“Agreement”) without change. 

BY ACCEPTING THIS AGREEMENT, YOU (A) ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE; AND (B) CERTIFY THAT YOU ARE AN OFFICER OF VENDOR WHO IS AUTHORIZED TO BIND VENDOR TO THIS AGREEMENT, INCLUDING THE GUARANTIES CONTAINED IN SCHEDULE 2.

  1. Purchase Orders; Transaction Process; Pricing and Taxes: This Agreement governs Restricted 21’s purchase of Products from Vendor. “Products” means all goods, including labelling and packaging, provided to Restricted 21. Restricted 21 is not obligated to purchase Products, and Vendor is not obligated to sell Products, until Vendor accepts a purchase order (“PO”). Vendor will not substitute Products or combine or consolidate POs without Restricted 21’s consent. Documents that Restricted 21 signs acknowledging receipt of Products do not constitute acceptance of the Products. Restricted 21 may modify or cancel POs without penalty before Vendor delivers Products to the carrier. The PO provides Product prices and payment terms, excluding discounts or rebates. Prices include any commissions and other charges, unless otherwise noted. Except as otherwise provided in this Section, Vendor may charge Restricted 21 any applicable taxes that Vendor is legally obligated to charge purchasers of the Products, if the tax amounts are stated separately on Vendor’s invoice for the Products. Vendor is responsible for other fees, taxes and duties, including any taxes Vendor may owe on payments Vendor receives under the Agreement. If Vendor requests (or Restricted 21 provides to Vendor) a resale certificate for the state in which Restricted 21 is registered for sales and use taxes, then Vendor will not charge or collect from Restricted 21 any taxes covered by such certificate.
  • The customer pays for the product to Restricted 21’s website. vendor’s payment/profit will be transferred to the Vendor’s PayPal account within 72 hours after it has been confirmed that the Customer has received the product, after reducing Restricted 21’s commission, under the assumption that the Customer didn’t request to return or to receive a refund. Each transaction will be executed at Restricted 21’s website and will be charged 30% of the transaction amount. The remaining 70% will be transferred directly to the Vendor’s PayPal account as stated in this section. Gold Vendor – As part of our desire to encourage vendors to sell their products at Restricted 21’s market, the first Vendors will be registered as “Gold Vendors” and will be promoted on Restricted 21 search engine and marketing platform, during the first 24 months, at no cost. After 24 months, the highest rated Vendors by customers & by the market – on the Restricted 21 website, will give another 12 months promotion as Gold Vendors on Restricted 21 market at no cost.
  1. Product Images/Information: Vendor will make available to Restricted 21 (including permitting Restricted 21 to collect from Vendor’s website) all textual materials or metadata requested by Restricted 21 for each Product (“Product Information”), including product name, UPC, brand, list price, fabric content (if the product is a textile product), electronic images, any Product information or warnings required by law to be disclosed in any sale or advertisement of the Product, country of origin. At Vendor’s sole discretion, Vendor may choose to provide Restricted 21 with Promotional Materials. “Promotional Materials” means any logos, publicity images, and other content or materials Vendor makes available to Restricted 21. Vendor grants Restricted 21 a non-exclusive, worldwide, perpetual, irrevocable and royalty-free license to: (a) use, copy and display the Product Information and Promotional Materials on or in connection with any website (or similar ecommerce channel); (b) convert to digital electronic form, excerpt, reformat, adapt or otherwise create derivative works of the Product Information and Promotional Materials; (c) use all trademarks or tradenames included in the Product Information and Promotional Materials; and (d) sublicense any of the foregoing rights to parties participating in Restricted 21’s “minions” affiliates program and other similar programs where the users are subject to similar restrictions.
  •                   Age Restriction: Restricted 21 is a market place which sells sex toys, fashion & adult products only for adults over the age of 18 and does not allow items to be sold to minors under the age of 18. If it turns out that a Vendor had sold to minors despite the platform guidelines, the Vendor will be immediately blocked.
  1. Warranties: Vendor represents, warrants and covenants that: (a) the Products are genuine and free from defects; (b) all materials and other items incorporated into the Products are new (not refurbished or reconditioned, without Restricted 21’s prior written consent), unless Vendor has received Restricted 21’s prior written consent otherwise; (c) the Product Information and Promotional Materials are accurate and complete, and Restricted 21’s exercise of its license rights in this Agreement will not violate any third party’s rights; (d) Vendor will comply with all laws and rules relating to the Products, and the Products, Product Information, Promotional Materials and import documentation (if applicable) comply with all applicable laws and rules; (e) the Products may be lawfully marketed, sold and distributed throughout the U.S/E.U. without restriction (e.g., no required disclosures, licenses, or registrations) other than any specific restrictions or prohibitions disclosed by Vendor and consented to by Restricted 21 in writing; (f) no Product contains ingredients that are regulated by U.S/E.U. Drug Enforcement Administration as a controlled substance or listed chemical; (g) no Products will be provided to Restricted 21 that are subject to U.S/E.U.  as hazardous materials without Restricted 21’s prior written consent; (h) no Products were produced, manufactured, assembled, or packaged by forced, prison or child labor (defined as age 15 or the minimum working age within the applicable jurisdiction, whichever is older); and (i) Vendor possesses clean and clear title to, and has the unencumbered right to sell, each and every one of the Products supplied or to be supplied to Restricted 21. If Vendor provides any Product to Restricted 21 that is subject to the requirements of the Textile Fiber Products Identification Act, the Fur Products Labeling Act, or the Wool Products Labeling Act, then Vendor provides to Restricted 21 the continuing guaranty set forth in Schedule 2(a). If Vendor sells, has sold, or otherwise provides any Product to Restricted 21 that is a “pesticide” or “pesticide product” as those terms are defined in the Federal Insecticide, Fungicide, and Rodenticide Act or its implementing regulations, then Vendor provides to Restricted 21 the continuing guaranty set forth in Schedule 2(b).
  •                 Prohibited items; There are some types specific kinds of products Restricted 21 does not permit on the company’s market platform, even if said product is legal and otherwise meets the Restricted 21’s selling criteria. The company considers them not suitable and/or not in the spirit of Restricted 21’s business agenda. 

The following types of items may not be listed on Restricted 21:

■ Counterfeit products

■ Items whose copyright you do not own or hold (copyrighted to someone else)

■ Services: Any service that does not yield a new, tangible, physical item

■ Virtual goods and digital goods: items that are not tangible or must be delivered electronically

■ Gift cards, physical or digital

■ Alcohol

■ Tobacco and other smokable products including electronic cigarettes

■ Lighters

■ Dangerous chemicals

■ Piercing gun and tattoo gun

■ Bike and motorcycle helmet

■ Drugs, medical drug claims about an item, drug paraphernalia

■ Live animals, illegal animal products

■ Plant seeds

■ Human remains or body parts (excluding hair and teeth)

■ Pornography or adult/sexually explicit/obscene material

■ Firearms and/or weapons

■ Child car seat, child harness, and recalled toys.

■ Hate crime items or listings that promote, support or glorify hatred toward or otherwise demean people based upon: race, ethnicity, religion, gender, gender identity, disability, or sexual orientation; including items or content that promote organizations with such views

  •              Restricted 21 reserves the right to remove products that have been determined “against the spirit of Restricted 21”. Such products will be removed from the site, and the supplier’s selling privileges may be suspended and/or terminated if so deemed by the company, at its own discretion.
  1. Product Returns; Effect of Remedies; Product Recalls: Restricted 21 may return at Vendor’s expense any Product that (a) is damaged or defective, (b) does not conform to agreed specifications or to samples, (c) is subject to recall, (d) was not ordered in the applicable PO, or (e) does not comply with this Agreement. Title and risk of loss for all products returned under this Agreement will pass to Vendor upon delivery by Restricted 21 to the carrier. Payment of an invoice does not limit Restricted 21’s remedies. Vendor will provide Restricted 21 immediate written notice of any recall. Vendor is responsible for costs Restricted 21 incurs in a recall.
  1. Vendor Defence and Indemnification: Vendor will defend 4.B.DEN 21 LTD, its affiliated companies, and their respective officers, directors, employees, and agents (the “Restricted 21 Parties”) against any claim that arises, directly or indirectly, from: (a) any death of or injury to any person, damage to any property or any other damage or loss due to any defect in or use of any Product; (b) any Product recall; (c) any infringement or misappropriation of any proprietary right by Products, Product Information, Promotional Materials, or other content Vendor provides to Restricted 21; (d) Vendor’s negligence, strict liability or intentional misconduct; (e) Vendor’s breach of this Agreement; or (f) Vendor’s failure to state accurate Product descriptions, adequate warnings, or instructions (individually, a “Claim”, and collectively, the “Claims”). Vendor will indemnify and hold harmless each Restricted 21 Party against any liability, loss, damage, cost or expense (including reasonable attorneys’ fees) incurred by that Restricted 21 Party relating to any Claim, except to the proportional extent the liability is caused by the negligence or intentional misconduct of that Restricted 21 Party as determined by a final, non-appealable order of a court having jurisdiction. Vendor will not consent to the entry of a judgment or settle without the Restricted 21 Parties’ prior written consent, which may not be unreasonably withheld. Vendor will use counsel reasonably satisfactory to the Restricted 21 Parties, and the Restricted 21 Parties will cooperate in the defence at Vendor’s expense. If any Restricted 21 Party reasonably determines that any Claim might have an adverse effect, that Restricted 21 Party may take control of the defence at its expense (without limiting Vendor’s indemnification obligations). Vendor’s obligations under this Section 5 are independent of its other obligations under this Agreement.
  •   Vendor’s Policies; Assurance: Vendors guarantee not make illegal use of photographs and/or written text without the written consent of the owner in accordance with copyright infringement laws.

Vendors pledge not to use mature, profane or racist language or images in your product listings or seller name. Vendors may not purchase their own products through the Restricted 21 platform. This is considered fraudulent and unethical behavior. Vendors may not use the Restricted 21 brand to promote their own listings. This includes, but is not limited to, your display name and your product listing titles.

  •               Listings: All listings on Restricted 21 should be clear, accurate and detailed. Accurate photos, descriptions and listing information are critical to selling on Restricted 21. Check out Vendor’s instruction video for more information on how a vendor should upload their products:

■ Listing descriptions and photos must accurately describe the item for sale, so users know what is included in the purchase.

■ Vendors must be the copyright holder or licensed to sell the products uploaded.

■ A listing may not be created for the sole purpose of sharing photographs or other information with the community.

■ A listing may not be created solely as an advertisement. This includes notices of sales or promotions in vendor’s shop.

■ Items must not be listed as available for rental or lease.

■ You may group items as a set into a single listing if the items are being sold and shipped together.

■ All listings on Restricted 21 must be for a tangible object.

■ Vendors may not use Restricted 21 to direct shoppers to their own or another online selling venue to purchase the same items as listed in your Restricted 21 shop, as this may constitute fee avoidance. This includes posting links/URLs or providing information sufficient to locate the other online venue(s). Directing Restricted 21 Customers outside of Restricted 21 negates the supplier’s partnership with Restricted 21.

■ If an item listing is removed due to counterfeit, Vendors may not alter that product listing to a new item.

■ A listing must not be conditional upon the purchase of another listing in vendors shop (for example: saying “this item may only be purchased along with another item in my shop” is not allowed). This includes listings for item upgrades, shipping upgrades, and gift-wrapping upgrades.

Listings that do not comply with Restricted 21 policies may be removed from or suspended on Restricted 21. Vendors who do not comply with Restricted 21 policies may be subject to review, which can result in suspension of account privileges and/or termination.

  • Pricing: Vendors will indicate the price of each item when uploading products onto the platform. Restricted 21’s policy is to always try and make sure that the final price is either the target retail price or something very close to it. However, there may be a difference in the price uploaded and the price users see on Restricted 21. Restricted 21 do this to optimize exposure and number of transactions, and will make sure the final checkout price is as close to the retail price as possible.
  • Shipping: Restricted 21 aim to provide fast and reliable shipping to the customer, as it is critical to customer’s satisfaction. Restricted 21 asks that the vendor fulfills orders in 1-3 days, and ship items using a trusted package delivery company. In order to mark an order as shipped, vendors are required to provide a valid tracking number for the shipment.

Restricted 21 will refund customers automatically if their order is not shipped within 5 days of purchase. Restricted 21 will send multiple alerts to the email address the vendor provided before these orders are automatically refunded.

  1. Limitation of Liability: RESTRICTED 21 IS NOT LIABLE TO VENDOR FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR OPPORTUNITIES.
  1. Shipping: It is agreed upon and know to both parties that the vendor is solely responsible for managing and paying for transportation of Products to the clients of the Restricted 21 Marketplace. Said vendor will also ensure the shipment if he so chooses or if the client pays for such an option, as Restricted 21 will not get involved in the shipping part of the transaction. Vendor will prepare and submit all documents required to enter those Products into the Consumer’s country, and will pay any additional fees or charges due to insufficient documentation. Vendor will be the importer, at its expense, of any Product shipped and sold by him.
  1. Insurance; Proprietary Products: Vendor will comply with Schedule 1. If the parties agree that Vendor will manufacture Products according to Restricted 21’s designs or specifications, then Vendor will comply with Schedule 3 for such Products.
  1. Confidential Information: Vendor will (a) protect Restricted 21’s information that is identified as confidential or that reasonably should be considered confidential; (b) use this information only to fulfill its obligations under this Agreement; and (c) promptly return to Restricted 21 or destroy this information when this Agreement terminates. Section 9 covers all confidential information regardless of when Vendor receives it. Vendor will not use any trademark, service mark, commercial symbol, or other Restricted 21 proprietary right; issue press releases or other publicity relating to Restricted 21 or this Agreement; or refer to Restricted 21 in promotional materials.
  1. Miscellaneous: Either party may terminate this Agreement with 60 days’ prior written notice, subject to Vendor fulfilling all POs it accepts before the effective date of termination. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including representations, warranties, the Product Information and Promotional Materials license, indemnification, insurance, confidentiality, payment obligations, choice of law and jurisdiction, remedies, and guaranties) will survive termination. Any Restricted 21 affiliate may issue a PO under this Agreement, and POs are the separate obligation of the affiliate that issues the PO. Vendor will not assign this Agreement, or any obligation or right (including any right to payment) in the Agreement, without Restricted 21’s prior written consent. This Agreement is governed by the Israeli State law, without reference to any applicable conflict of laws rules or the Convention on Contracts for the International Sale of Goods. Vendor irrevocably consents to exclusive jurisdiction of the district of Tel Aviv-Jaffa, Israel courts for disputes arising out of this Agreement. Restricted 21’s estimates or forecasts are non-binding. Restricted 21 may either withhold and setoff, or demand payment of, any sums Vendor owes to Restricted 21, including any taxes that Restricted 21 is legally required to withhold from amounts Restricted 21 pays to Vendor. Restricted 21 may conduct a reasonable audit of Vendor’s records related to this Agreement. If Vendor does not respond within a reasonable period after receiving an audit claim, Restricted 21 will deduct the claim from Vendor’s next remittance. The parties’ rights and remedies under this Agreement are cumulative. Either party’s failure to enforce any provision will not be a waiver of the party’s rights to subsequently enforce the provision. If any provision is held to be invalid, then that provision will be modified to the extent necessary to make it enforceable, and any invalidity will not affect the remaining provisions. This Agreement incorporates, and Vendor will comply with, the terms, conditions, policies, guidelines, rules and other information (“Program Policies”) that Restricted 21 makes available to Vendor, including any updates to such Program Policies from time to time. To the extent there is a conflict between this Agreement and the Program Policies, the terms of the Agreement will control. Vendor may use standard business forms or other communications (such as invoices, confirmations or shipping documents), but use of these forms is for convenience only and will not alter or supersede the provisions of this Agreement. This Agreement is the entire agreement between Restricted 21 and Vendor for the purchase and sale of Products, and supersedes all prior agreements and discussions.
  1. Revisions; Continued Use: Restricted 21 reserves the right to change any of the terms and conditions contained in this Agreement, including any Program Policies incorporated herein, at any time and in its sole discretion. Any changes will be effective upon the earlier to occur of: (a) emailing the revised terms, conditions or Program Policies, or notice of such changes, to Vendor at Vendor’s e-mail notice address; or (b) posting of the revised terms, conditions or Program Policies on Restricted 21’s website. Vendor is responsible for reviewing any revised terms, conditions, policies, guidelines, and information, and any notices of revisions. VENDOR’S CONTINUED ACCEPTANCE OF PURCHASE ORDERS FOLLOWING RESTRICTED 21’S E-MAILING OR POSTING OF ANY REVISED TERMS, CONDITIONS, OR PROGRAM POLICIES, OR ANY NOTICE OF ANY SUCH REVISIONS, WILL CONSTITUTE VENDOR’S ACCEPTANCE OF THE REVISIONS. IF VENDOR DOES NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, VENDOR MUST NOT CONTINUE TO ACCEPT PURCHASE ORDERS, AND MUST GIVE RESTRICTED 21 NOTICE IN ACCORDANCE WITH SECTION 10 ABOVE.

SCHEDULE 1
INSURANCE

  1. Vendor will obtain and maintain, at its expense, commercial general liability insurance coverage (which must include products liability coverage) of at least $1 million per occurrence and $2 million aggregate. However, if the Products include any Specified Products (as defined below), then the limits of Vendor’s insurance coverage will be at least $1 million per occurrence and $5 million aggregate. Vendor must maintain its insurance coverage for 12 months after the expiration or termination of this Agreement. “Specified Products” means: _______________________________________________________________________________________________________________________________________________________________________________________________________________
  2. Vendor’s required minimum limits of insurance may be satisfied by any combination of primary and excess/umbrella liability insurance policies. Each of these policy coverages shall be primary and non-contributory to any such coverage carried by Restricted 21. Vendor will name “4.B.DEN 21 LTD and its affiliates and their respective officers, directors, employees and agents” as additional insureds on each insurance policy required by this Schedule and will provide Restricted 21 with 30 days’ advance notice of cancellation, significant modification or expiration of each policy.
  3. Within 30 days after the effective date of this Agreement (and at each policy renewal thereafter), Vendor will provide a certificate of insurance for each insurance policy required by this Schedule to Restricted 21’s Risk Management. Restricted 21’s approval of Vendor’s insurance does not relieve Vendor of any obligations, including but not limited to its defence and indemnity obligations, even for claims over Vendor’s policy limits. If Vendor fails to perform any of its obligations in this Schedule, Restricted 21 may withhold payments owed to Vendor until Vendor meets these obligations.

SCHEDULE 2
GUARANTIES

Vendor certifies that the statements in this Schedule 2 are true and correct.

Schedule 2(a)

Vendor guarantees that all textile fiber, fur or wool Products now being sold or which may hereafter be sold or delivered by Restricted 21 are not, and will not be misbranded nor falsely nor deceptively advertised or invoiced under the provisions of the Textile Fiber Products Identification Act, the Fur Products Labeling Act, the Wool Products Labeling Act, and the rules and regulations under any of these acts. Vendor acknowledges that furnishing a false guaranty is an unlawful, unfair, and deceptive act or practice pursuant to the Federal Trade Commission Act and certifies that Vendor will actively monitor and ensure compliance with the Textile Fiber Products Identification Act, the Fur Products Labeling Act, the Wool Products Labeling Act, and the rules and regulations under any of these acts during the duration of this guaranty.

Schedule 2(b)

Vendor guarantees that the pesticide Products comprising each shipment or other delivery made previously or hereafter to or on the order of Restricted 21 are either (a) lawfully registered with the United States Environmental Protection Agency and its equivalent European agencies and compliant with all requirements of the Federal Insecticide, Fungicide, and Rodenticide Act as of the date of such shipment or delivery, or (b) exempt or excluded from the registration requirements of the Federal Insecticide, Fungicide, and Rodenticide Act.

SCHEDULE 3
PROPRIETARY PRODUCTS

  1. If the parties agree that Vendor will manufacture Products according to Specifications (“Proprietary Products”), then Vendor and Vendor’s subcontractors will comply with this Schedule; otherwise, this Schedule will not apply. “Specifications” means the specifications, designs, and related documentation that Restricted 21 provides to Vendor or is otherwise accepted by Restricted 21 in writing. When developing and manufacturing Proprietary Products, Vendor will comply with any Restricted 21 social compliance, product quality, product safety and schedule requirements made available by Restricted 21 to Vendor (“Compliance Requirements”). Vendor will not modify the Proprietary Products’ materials, components, or manufacturing processes unless Vendor has submitted the modifications to Restricted 21 and Restricted 21 approves the modifications in writing. Vendor may not rely upon any instructions, directions, or documentation provided by a third party, unless Restricted 21 notifies Vendor in writing that the third party is authorized to provide such instructions, directions, or documentation.
  2. If requested by Restricted 21, Vendor will provide Restricted 21 with samples, if any, of proposed proprietary products. Upon 2 business days’ notice, Restricted 21 will have the right to review and inspect: (a) each of the Proprietary Products, at any stage of their development; (b) Vendor’s production facilities; and (c) any materials or documentation relating to, or incorporated in, the Proprietary Products. At Vendor’s expense, and as requested by Restricted 21 from time to time, Vendor will permit a third party selected by Restricted 21 to audit Vendor’s compliance with any social and safety compliance requirements. Vendor will implement any corrective actions required by Restricted 21.
  3. Before starting full production, Vendor will produce a Restricted 21-designated quantity of finished Proprietary Products. At Restricted 21’s option, Vendor will either conduct laboratory tests and retests to ensure that these Proprietary Products comply with the Specifications and Compliance Requirements or permit a third party designated by Restricted 21 to conduct these tests at Vendor’s expense. The tests must, at a minimum, demonstrate that finished Proprietary Products match the Specifications and Compliance Requirements and, if applicable, any Restricted 21 approved samples in all respects. If any Proprietary Products do not match the Specifications, Vendor will mark these Proprietary Products as defective. Vendor will provide Restricted 21 with all data and documentation related to the tests and inspections, including a detailed, accurate and complete written description of any defect discovered during any tests and inspections. Vendor will advise Restricted 21 about potential remedial actions for defective Proprietary Products. Restricted 21 will determine the remedial actions that Vendor must take to cure defects and ensure that Proprietary Products comply in all respects with the Specifications and Compliance Requirements (including any changes to Specifications and Compliance Requirements resulting from the initial tests set forth above).
  4. Vendor will start full production to fulfill an open PO only after Restricted 21 directs the Vendor to do so in writing. Unless otherwise directed by Restricted 21, each time Vendor ships Proprietary Products to Restricted 21, Vendor will open an Restricted 21-designated number of cartons on a random basis before shipping to Restricted 21 (a) to check Proprietary Products and packaging for compliance with Specifications and (b) to photograph Proprietary Products and carton markings. Vendor will immediately provide Restricted 21 with a written report that includes the number of cartons inspected by Vendor and all data, photos, information and related documentation regarding the inspection.
  5. Restricted 21 reserves all rights in the information and materials, including Specifications, provided to Vendor by Restricted 21 or Restricted 21’s authorized third party. Except as expressly set forth in this Schedule, Restricted 21 does not grant to Vendor any license, right, title or interest in, to, under or with respect to any trade secrets, designs, patents, trademarks, copyrights, inventions, data or any intellectual property held by Restricted 21 (“Restricted 21 Intellectual Property”). Upon Restricted 21’s request, Vendor will provide Restricted 21 with all information and documentation that is known to Vendor relating to Restricted 21 Intellectual Property. Vendor will assist Restricted 21 in any related proceeding or litigation, and will promptly execute and deliver to Restricted 21 or its legal representative any papers, affidavits and declarations and take such other action as Restricted 21 requests to apply for, obtain, maintain and enforce Restricted 21’s rights in the Restricted 21 Intellectual Property.
  6. If Restricted 21 directs Vendor to mark or label Proprietary Products with a trade name, trademark, logo, service mark or design (“Restricted 21 Identification”), Vendor will apply this marking or labeling only on the quantity and in the manner specified. If Restricted 21 directs Vendor to mark Proprietary Products with Restricted 21 Identification, Restricted 21 grants Vendor a non-exclusive, non-transferable, royalty-free, non-assignable and revocable right and license during the term of the Agreement to reproduce and display, without alteration of any kind, the Restricted 21 Identification solely on the Proprietary Products and solely as directed by Restricted 21. Vendor will comply with any trademark guidelines made available by Restricted 21 (as may be updated from time to time), including any trademark guidelines or updates that Restricted 21 posts online. Vendor may not transfer, assign or sublicense these rights or otherwise permit any other party (including a party affiliated with Vendor) to use the Restricted 21 Identification. Vendor will not market, sell or dispose of Proprietary Products that include Restricted 21 Identification (or Proprietary Product components that include Restricted 21 Identification) to anyone other than Restricted 21. If Restricted 21 does not accept delivery of Proprietary Products, Vendor will not dispose of these Proprietary Products without removing labels, or markings and destroying Restricted 21 Identification.
  7. If there is a conflict between the terms of this Schedule 3 and the terms of the Agreement, the terms of this Schedule 3 will control.

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