Unilateral Online Dealer Policy

Every approved account (“Authorized Account”) which VF Outdoor, LLC (“VFO”) has approved to sell VFO products online (“Online Dealer”) must adhere to the following Unilateral Online Dealer Policy (“Policy”), which applies to all VFO divisions, subsidiaries and affiliates, including but not limited to Vans, The North Face, JanSport, Timberland, Timberland PRO, Smartwool, Altra, Icebreaker, Dickies, Eastpak and Kipling (each a “Brand”).

No Authorized Account is authorized to sell VFO products online unless it has received written confirmation from a Brand that the Authorized Account was reviewed and approved to sell VFO products online. Approval to be an Online Dealer is a Brand specific decision and approval from one Brand does not allow the account to sell another Brand’s product online without that Brand’s approval.

VFO may modify or terminate this Policy at any time. If an Online Dealer is not in compliance with this Policy, VFO may revoke the Authorized Account's authorization to sell online, and/or its status as a VFO account. VFO's decisions concerning this Policy and its enforcement are non-negotiable. Nothing in this Policy changes or affects VFO's ability in its sole discretion to maintain or close an account at any time.

1. Authorized Online Dealers: Subject to the terms and conditions of this Policy and VFO's approval of an Authorized Account to be an Online Dealer, VFO authorizes the Online Dealer to market, advertise, offer to sell, and to fulfill orders for VFO products on the Internet at the domain name and/or the online marketplace storefront name registered with and approved by VFO (“Authorized Website(s)”). The Online Dealer shall maintain its Authorized Website in compliance with this Policy. An Online Dealer should have primary messages that communicate brands, selection, service and convenience. An Online Dealer shall not advertise its Authorized Website as "exclusive," "official," "certified," "factory direct," or "factory outlet" or the like in relation to VFO.
2. Territorial Limitations: Online Dealers authorized in the United States may not sell or ship VFO products outside of the 50 United States. The applicable territorial limitation must be clearly specified on the Online Dealer's Authorized Website. No Online Dealer may ship VFO products to freight forwarders or other third parties that ship VFO products outside of the 50 United States.
3. Product and Brand Representation: Online Dealers are only permitted to use the VFO logos, trademarks, trade names, product images, product descriptions and specifications solely and directly in connection with the sale or advertising of the VFO products.
   1. The Online Dealer shall comply with the legal requirements governing the proper usage and display of trademarks. In addition, the Online Dealer's use of VFO's logos, trademarks, trade names, and all product images, descriptions and specifications shall comply with the usage guidelines established by VFO.
   2. VFO products should be represented using a minimum of one (1) image (thumbnail image and larger image, alternate views if available) and accompanied by the appropriate product description and technical specifications. If the Online Dealer creates its own product descriptions and technical specifications, then those descriptions and specifications must comply with VFO's usage guidelines and must be accurate and not misleading in any manner. The Online Dealer is responsible for screening all product information to ensure compliance with this Policy.
   3. All VFO intellectual property, including but not limited to logos, product images, lifestyle photography, video content, and additional content on VFO ecommerce and B2B websites, such as blog entries and product reviews, trademarks and trade names are the exclusive property of VFO and its affiliates. Any use by the Online Dealer as permitted in this Policy must be used in accordance with this Policy and applicable Brand usage guidelines. As the exclusive owner of its intellectual property, VFO reserves the right at any time to change, modify or delete the limited license to use its trademarks including but not limited to use of any trademarks as pay-per-click search advertising copy.
   4. VFO's Brand names and VFO products must be spelled correctly and in full on the Online Dealer’s Authorized Website. If the Online Dealer misuses the Brand names or the VFO products, Online Dealer shall promptly correct any errors and VFO reserves the right to prohibit the Online Dealer from selling the VFO products online.
4. Third-Party Marketplaces: ONLINE DEALERS ARE NOT PERMITTED TO SELL VFO PRODUCTS ON THIRD-PARTY MARKETPLACE WEBSITES, INCLUDING BUT NOT LIMITED TO, AMAZON.COM, WALMART MARKETPLACE, TARGET + OR EBAY, WITHOUT SEPARATE WRITTEN APPROVAL FROM VFO. APPROVAL TO SELL ON A THIRD-PARTY MARKETPLACE IS A BRAND SPECIFIC DECISION AND APPROVAL FROM ONE BRAND DOES NOT ALLOW THE AUTHORIZED ACCOUNT TO SELL ANOTHER BRAND’S PRODUCT ON A THIRD-PARTY MARKETPLACE WITHOUT THAT BRAND’S APPROVAL. If VFO approves Online Dealer to sell VFO products on any third-party marketplace website, VFO reserves the right to require Online Dealer to adhere and agree to additional terms relating to the quality and sale of VFO products through such third-party marketplace website. Online Dealers are prohibited from selling VFO products via online auction either on their own Authorized Websites or third-party marketplaces. The use of any shipping programs offered by third-party sellers that ship VFO products outside the 50 United States are strictly prohibited.
5. Online Dealer Affiliates: Online Dealers are permitted to have third-party affiliates ("Affiliates") advertise, promote and direct visitors to the Online Dealer's Authorized Website on the condition that such third parties comply with this Policy. The Online Dealer must ensure that its Affiliates comply with the following requirements, or the Online Dealer will be terminated:
   1. Only the Online Dealer’s Authorized Website (e.g., approved domain name or their approved Seller Name(s) and/or storefront(s) on a third-party marketplace) is authorized to transact the sale of the VFO products. Online Dealer Affiliates must redirect customers to one of these locations for all sales transactions of VFO products.
   2. An Online Dealer Affiliate must not state or imply that it has a direct relationship with VFO or any Brand. Online Dealers must not be affiliated with any entity or individual that (a) uses VFO trademarks or VFO product names in its domain name, (b) uses VFO trademarks, copyrighted images, graphics or text, or (c) otherwise represents that the Authorized Website is directly associated with VFO. Online Dealers must not be affiliated with any entity or individual that infringes any of the foregoing, including but not limited to any website that copies or resembles the look and feel of the websites of any VFO or Brand.
   3. Online Dealer acknowledges that VFO may have additional policies including, but not limited to, a Unilateral Internet Paid Search Policy and IMAP Policy, depending on the Brand. Online Dealer acknowledges that if a Brand has an IMAP Policy, it does not constitute consideration for any agreement between Online Dealer and VFO and does not separately constitute an agreement between Online Dealer and VFO regarding the price Online Dealer will advertise the VFO products or will charge Online Dealer’s customers for the VFO products. VFO does not seek, nor will it accept, from Online Dealer any assurance of compliance with the IMAP Policy.
   4. All Online Dealer Affiliates must maintain updated VFO product price and inventory data.
6. Online Advertising: Subject to any limitations of a Brand specific policy, Online Dealers and Online Dealer Affiliates may advertise VFO products through online advertising, including pay-per-click search advertising, display advertising, e-mail, social media advertising and marketing, and mobile advertising.
   1. Web Loyalty Programs: Online Dealers may participate in consumer Web Loyalty programs that provide consumer rewards for online purchases.
   2. CSEs and Shopping Feeds: Online Dealers may feed VFO product data to comparison shopping engines ("CSEs") and must ensure that the data provided is current, accurate and complies with this Policy.
7. Website Standards: An Online Dealer’s Authorized Website must comply with all applicable laws including the Federal Trade Commission's Mail or Telephone Order Merchandise Rule. In addition, an Online Dealer’s Authorized Website must meet the following minimum standards or contain the following elements:
   1. The Authorized Website must be confined to the specific approved domain name(s) and/or screen name(s) or storefront name(s). The Authorized Website must not give the appearance that it is operated by VFO or any third party.
   2. Anonymous sales are prohibited. Online Dealer’s full legal name, mailing address, email address, and telephone contact must be stated conspicuously on the Authorized Websites and must be included with any shipment of VFO products from the Authorized Website or in an order confirmation email sent at the time of purchase.
   3. At VFO’s request, Online Dealer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Authorized Website.
   4. The Authorized Websites shall have a mechanism for receiving customer feedback and Seller shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Online Dealer agrees to provide copies of any information related to customer feedback (including any responses to customers) to VFO for review upon request. Seller agrees to cooperate with VFO in the investigation of any negative online review associated with Online Dealer’s sale of the VFO products and to use reasonable efforts to assist in resolving such reviews.
   5. The Authorized Website shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations and industry standards.
   6. Online Dealer shall be responsible for all fulfillment to its customers who order VFO products through the Authorized Website, any applicable taxes associated with such purchases of VFO products, and any returns of VFO products.
   7. Unless separately authorized in writing by VFO, Online Dealer shall not use any third-party fulfillment service to store inventory or fulfill orders for the VFO products. Under no circumstances shall Online Dealer fulfill orders in any way that results in the shipped VFO products coming from stock other than Online Dealer’s.
   8. In marketing the VFO products on the Authorized Website, Online Dealer shall only use images of VFO products either supplied by or authorized by VFO and shall keep all VFO product images and descriptions up to date. Online Dealer shall not advertise VFO products not carried in inventory.
   9. Information Architecture: Website architecture must have a clear design, intuitive navigation, search, high-resolution images, keyword and brand search capabilities.
   10. Order Process: There must be a secure checkout process that provides a clear statement of all charges including shipping and taxes. An order confirmation number should be provided upon the submission of a completed order that, at a minimum, allows the consumer to track purchased VFO products through Online Dealer's consumer service department. A product returns policy and credit system must be adopted that is adequate for consumers to return merchandise to the Online Dealer and receive credit for items purchased through the Authorized Website.
   11. Customer Service: An Online Dealer’s Authorized Website must strive to provide excellent customer service. Customer service representatives must have high-quality VFO product knowledge. An Online Dealer must indicate how a customer may contact the Online Dealer (e.g., telephone, email, online chat) and post the days and hours customer service is available. Authorized Website must also indicate Online Dealer’s mailing address, email address, and telephone number. Fast and accurate responses should be made to customer inquiries within twenty-four hours of receipt. Further, the Online Dealer must contact VFO directly should the Online Dealer be unable to answer any customer inquiries. Online Dealer shall notify VFO of any quality issues identified by Online Dealer’s customers regardless of whether the Online Dealer is able to answer specific customer inquiries without VFO’s assistance.
   12. Technology Standards: An Online Dealer’s Authorized Website must have a secure transaction form using encrypted-data streams or secure encryption technology, and must be PCI compliant, and a high standard of transaction security should be maintained, including technology advances that become available.
   13. Privacy Policy: An Online Dealer’s Authorized Website will post and enforce a privacy policy compliant with applicable federal, state and local laws and regulations including COPPA compliance if applicable.
   14. Content: An Online Dealer’s Authorized Website shall be in good taste and reflect favorably on VFO's Brands, VFO products, services and employees. Content shall not contain profanity, defamatory statements, pornography, sexually explicit materials or political material or contain any derogatory statements or slurs related to race, gender, ethnicity, national origin, sexual orientation, physical or mental disabilities or any other protected classes. All content must be accurate, complete and current. All content shall not infringe upon any third-party intellectual property rights or rights of publicity.
8. Inventory: Online Dealer must update its inventory of VFO products at least daily and all out of stock items must be clearly marked as such.
9. Warranty and Limitations of Liability: The Online Dealer must conspicuously post and comply with any warranty and limitations of liability requirements applicable to any VFO products sold on the Authorized Website.
10. Sales and Inventory: An Online Dealer must provide detailed sales and inventory information specific to VFO products upon request from VFO.
11. Registered Domain Name: Online Dealers may not register any domain name using VFO trademarks, including but not limited to Brand names or any VFO product, collection, or series names or any misspelling variation thereof including typos or alphanumerics. If an Online Dealer is found to own this type of domain name, the Online Dealer agrees to take such action as required by VFO, including but not limited to transferring the domain name ownership to VFO or its affiliates, and the Online Dealer will be responsible for all related costs.
12. VFO Brand Shops: If the Online Dealer’s Authorized Website includes a section dedicated solely to VFO products ("VFO Brand Shop") no other trademarks, trade names, links or imagery of any other company or brand may be used within or in connection with the VFO Brand Shop.
13. Compliance with Law and Policies: Online Dealer shall operate its Authorized Website in compliance with all applicable federal, state and local laws including laws related to intellectual property, false advertising, processing of credit cards and consumer protection. Further, Online Dealer shall comply with all current VFO policies including but not limited to sales terms and conditions, Brand Protection Policies, credit terms, VFO product returns, and any other policies.

Frequently Asked Questions

1. Am I allowed to ship outside of the country or to freight forwarders (with US address)?

   No, other than shipments to Army Post Offices (APOs) outside of the United States, you are not allowed to ship VFO products outside of the 50 United States or to freight forwarders or other third parties that ship VFO products outside the 50 United States.

2. I sell products on third-party marketplaces (e.g. Amazon, eBay). Can I sell VFO products on these marketplaces?

   YOU MAY NOT SELL THE VFO PRODUCTS VIA THIRD-PARTY MARKETPLACE WEBSITES, INCLUDING BUT NOT LIMITED TO, AMAZON.COM, WALMART MARKETPLACE, OR EBAY.COM, UNLESS YOU HAVE RECEIVED SEPARATE WRITTEN APPROVAL IN WRITING FROM VFO. APPROVAL TO SELL ON A THIRD-PARTY MARKETPLACE IS A BRAND SPECIFIC DECISION AND APPROVAL FROM ONE BRAND DOES NOT ALLOW THE AUTHORIZED ACCOUNT TO SELL ANOTHER BRAND’S PRODUCT ON A THIRD-PARTY MARKETPLACE WITHOUT THAT BRAND’S APPROVAL. Selling VFO products via online auction is prohibited. If you are approved to sell VFO products on any third-party marketplace website, VFO reserves the right to require Online Dealer to adhere and agree to additional terms relating to the quality and sale of VFO products through such third-party marketplace website.

3. Do you have a Minimum Advertised Price (MAP) Policy?

   Certain Brands have an Internet Minimum Advertised Price (IMAP) Policy in the US. Should you need a copy of the documents, please contact the specific Brand Sales department for the US Policy and VFO product/Price list.

4. How do I become an Authorized Online Dealer for VFO?

   Please contact your brand representative. They will complete a form providing information on how you would like to do business online (e.g. direct website, marketplace storefront). We will then confirm in writing whether you are authorized to sell VFO products online.

5. Where can I find images, logos and VFO product information for use on my website?

   Information for use on your website can be found on each Brand’s B2B website. For additional support, please contact your VFO brand representative.

6. I have been approved to sell online and have recently added a new Domain/Seller Name. Do I need to re-apply or is it automatically approved?

   New Domain/Seller Names are not automatically approved. If you want to sell VFO products on a new Domain/Seller Name, please contact your brand representative. The new Domain/Seller Name will be reviewed, and an email will be sent with the final decision.