Mien Market LLC
Effective Date (date of acceptance): _______________
This Agreement is entered into by and between:
Mien Market LLC, located at 1013 Centre Road, Suite 403-B, Wilmington, DE 19805 (“Mien Market”),
and
____________________________, located at _______________________________________________.
Mien Market is a curated fashion marketplace that showcases, promotes, and sells products from select apparel brands. The purpose of this Agreement is to establish the terms under which the Brand’s products will be featured, marketed, and made available for sale through the Mien Market platform. This partnership is intended to mutually support growth, increase visibility, and generate sales for the Brand while reinforcing Mien Market’s mission to connect consumers with distinctive, high-quality fashion labels.
This Agreement is effective as of the date the Brand accepts it, whether by checking the acceptance box during onboarding on the Platform, by signing below, or by confirming acceptance in writing (including email). Electronic acceptance has the same force as a signature. This Agreement remains in effect until terminated by either party as provided herein.
Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days’ written notice to the other party.
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) business days after receiving written notice describing the breach in reasonable detail.
Upon termination for any reason:
(a) Mien Market shall pay all undisputed amounts owed to the Brand in accordance with Section 2.6, and in any event within thirty (30) days of termination.
(b) The Brand shall fulfill all customer orders received prior to the effective date of termination.
(c) Each party shall cease use of the other party’s intellectual property, marketing materials, and confidential information.
The following provisions shall survive termination of this Agreement: Sections relating to intellectual property, confidentiality, indemnification, limitation of liability, governing law, and payment obligations incurred prior to termination.
All customer orders placed through the Mien Market platform (“Platform”) will be processed by Mien Market. The Brand is responsible for timely fulfillment and shipping of such orders in accordance with the agreed service levels (see Section 5).
The Brand appoints Mien Market as its limited collection agent solely to receive payment from customers for orders placed via the Platform. Receipt of funds by Mien Market shall be deemed receipt by the Brand, and the customer’s payment obligation is satisfied upon such receipt.
The Brand provides retail prices for listed products and will notify Mien Market of changes at least three (3) business days in advance. Mien Market may correct typographical pricing errors.
Mien Market retains a commission on each sale equal to twenty percent (20%) of Net Sales, as set out in Exhibit A – Commission Schedule. The commission rate is a single flat rate applying to all of the Brand’s products, regardless of product, collection, campaign, or discount level. Exhibit A may be updated only by mutual written agreement, including email, and only on the notice terms in Section 2.12.
“Net Sales” means the item price actually paid by the customer excluding taxes, duties, and shipping/handling charges, and after any discounts, coupons, or promotions applied to the item.
(a) Mien-Funded Promotions: If a promotion is designated in writing as funded by Mien Market, the discount will not reduce the Brand’s proceeds; commission is calculated on the pre-discount price.
(b) Brand-Funded or Joint Promotions: Unless stated otherwise in writing, discounts reduce Net Sales and therefore proportionally reduce both the Brand’s proceeds and Mien Market’s commission; details will be captured in Exhibit A or campaign confirmations.
Payouts are made in accordance with Exhibit A – Commission Schedule, which sets the payout method and timing applicable to the Brand. Payouts are made per order. For every Brand, and regardless of the connection method used, Mien Market will remit the Brand’s Net Proceeds for an order within seven (7) calendar days after valid tracking for that order is provided. No minimum payout threshold applies and no separate invoicing is required. For Brands transacting via Shopify Collective, Net Proceeds are remitted through Shopify’s payment infrastructure on fulfillment, which satisfies this timing. In all cases, Net Proceeds = Net Sales – Commission – (refunds/chargebacks/adjustments) – any agreed Brand-funded promo amounts. Negative balances carry forward or may be invoiced.
Refunds will be processed in accordance with the return policy provided by the Brand and published on the Platform (Exhibit B – Return Policy). Any refunded or charged-back transaction (including associated payment processor fees and reasonable dispute costs) will be deducted from the Brand’s next payout or invoiced if payouts are insufficient. The Brand will reasonably assist in dispute responses (e.g., proof of shipment, delivery, defect resolution). Return shipping costs are borne by the party indicated in Exhibit B (default: Brand for defects/late shipment; customer for buyer’s remorse). For Brands transacting via Shopify Collective, refund and chargeback adjustments are processed automatically through Collective.
Mien Market will calculate and collect applicable sales/use taxes shown at checkout where Mien Market is a merchant of record and will remit such taxes as required by law. The Brand is responsible for any product-specific taxes/fees (e.g., environmental or recycling fees) and for its own income and employment taxes. (If the Brand is the seller of record in any jurisdiction, the parties will document that jurisdiction and remittance responsibility in Exhibit D – Tax/SOR Matrix.)
Standard payment processing fees are covered by Mien Market out of its commission unless otherwise specified in Exhibit A. Any exceptional cross-border, high-risk, or penalty fees attributable to Brand listings or conduct may be deducted from payouts.
Mien Market may set off any amounts owed by the Brand under this Agreement against payouts or amounts otherwise payable to the Brand, or invoice such amounts directly. If dispute rates materially exceed industry norms, Mien Market may, upon written notice, hold a rolling reserve of up to 10% of Net Sales for up to 90 days to cover expected adjustments.
Mien Market will make per-order sales and payout records available to the Brand on an ongoing basis, and will provide a written statement covering any period on request. No more than once per calendar year (unless an underpayment >5% is found), the Brand may, on ten (10) business days’ notice, review relevant records during normal business hours to verify payout calculations. For Brands transacting via Shopify Collective, order and payout records available through Shopify satisfy Mien Market’s statement obligations.
Prospectively and with thirty (30) days’ written notice, the parties may amend Exhibit A to reflect updated commission rates for future orders. Existing orders placed before the effective date are not affected.
The Brand grants Mien Market a non-exclusive, worldwide, royalty-free, and revocable license to use, reproduce, display, distribute, and transmit the Brand’s approved product images, descriptions, trademarks, logos, and other marketing materials (“Brand Assets”) solely for the purpose of promoting, listing, and selling the Brand’s products on the Platform and related marketing channels (including social media, email, editorial content, and paid advertisements).
All Brand Assets used by Mien Market must be provided or approved in writing by the Brand. Mien Market may make minor formatting or stylistic edits (e.g., resizing, cropping, or background adjustments) for consistency across the Platform, but will not materially alter Brand Assets, descriptions, or messaging without the Brand’s prior written approval.
Mien Market may feature Brand products in editorial content, lookbooks, digital campaigns, or other storytelling initiatives, provided that all representation of the Brand is accurate, professional, and in good faith. Mien Market will make reasonable efforts to notify the Brand when featuring its products in major marketing campaigns.
All Brand Assets remain the exclusive property of the Brand. Nothing in this Agreement transfers ownership of any Brand intellectual property to Mien Market. Likewise, all content created by Mien Market (e.g., photography, video, or design created by its team) remains the property of Mien Market, though the Brand may share such content for reposting or marketing with credit, unless otherwise agreed in writing.
Either party may request removal or modification of listings, images, or assets that are inaccurate, outdated, or inconsistent with current branding. Mien Market will comply with such requests within five (5) business days of written notice.
The Brand represents that all Brand Assets and listings provided do not infringe any third-party rights and are accurate to the best of its knowledge. The Brand agrees to indemnify Mien Market from claims arising from inaccurate, false, or infringing content supplied by the Brand.
Mien Market operates as a curated platform and, as such, is not obligated to list the Brand’s entire product catalog. The parties acknowledge and agree that product selection will be determined on a case-by-case basis, taking into consideration strategic fit, performance potential, market demand, seasonal timing, and mutual agreement. Mien Market reserves the right to feature only selected products, collections, or SKUs from the Brand, and may rotate or expand such offerings over time. Any adjustments to the product mix will be communicated in good faith and may be updated through written confirmation, including email.
The Brand sets all retail prices, and Mien Market will not alter them without written consent (email acceptable).
Discounts or campaigns require prior written confirmation outlining SKUs, discount rate, funding (Brand, Mien, or joint), and duration.
Mien Market may correct obvious pricing or system errors and cancel affected orders after notifying the Brand.
The Brand must keep inventory levels current and promptly update out-of-stock or restock dates (recommended: at least daily).
If an item oversells, the Brand will (a) ship promptly, (b) offer a substitute with customer approval, or (c) authorize a refund.
Preorder/backorder listings must include clear ETAs, and the Brand must give at least 7 days’ notice before discontinuing a SKU.
Any recall or safety issue must be reported immediately; Mien Market may temporarily delist affected products.
Mien Market may pause or remove products that are persistently out of stock, mispriced, or non-compliant, with notice to the Brand.
By default, the Brand will pack and ship all customer orders directly to the customer within 3 business days of order receipt.
The Brand must upload or provide valid tracking information to Mien Market within 24 hours of shipment so customers can receive real-time updates.
Orders fulfilled by the Brand should be packed to a standard consistent with both parties’ presentation, using the Brand’s own packaging. Mien Market does not require the Brand to change its packaging, add Mien Market branding, or alter its unboxing experience as a condition of this Agreement. Where Mien Market supplies inserts (such as stickers, cards, or notes) at its own cost, it may ask the Brand to include them, and the Brand may do so at its discretion; declining is not a breach of this Agreement. Any packaging or insert program that both parties wish to make binding will be documented separately under Section 5.5.
Products must be shipped in new, secure packaging that reflects both the Brand’s and Mien Market’s quality standards. Any damage or delivery delays due to improper packaging are the Brand’s responsibility.
Other fulfillment arrangements (e.g., consignment, wholesale, or Mien Market–managed fulfillment) may be added or modified by written agreement and attached as Schedule F – Fulfillment Model Addendum.
The Brand must promptly inform Mien Market of shipping delays, lost packages, or inventory shortages affecting open orders so customer service can respond appropriately.
Mien Market will handle general customer inquiries, order tracking, and return requests through its customer support channels. The Brand agrees to cooperate promptly when Mien Market requests order or product information to assist customers.
The Brand is responsible for returns or exchanges arising from defects, incorrect items, or poor quality, and must accept such returns in accordance with this Agreement. Returns for buyer’s remorse will follow the Platform’s published return policy unless otherwise agreed in writing.
Unless modified in a signed addendum, the standard policy is set out in Exhibit B – Return Policy:
Returns accepted within 14 days of delivery.
Items must be unused, in original packaging, and include all tags.
For defective or incorrect items, the Brand bears shipping costs; for buyer’s remorse, the customer does.
Mien Market will notify the Brand of approved returns. The Brand must provide a return shipping label within 3 business days and issue replacement or approval for refund once the returned item is received and inspected.
Mien Market will process customer refunds once confirmed by the Brand. Any refunded amounts and related payment processor fees will be deducted from the Brand’s next payout.
If a return or dispute is not resolved within 7 business days, Mien Market may step in to resolve the issue and deduct related costs from the Brand’s future payouts if the Brand is at fault.
All trademarks, logos, images, product designs, and other intellectual property of the Brand remain the exclusive property of the Brand. Nothing in this Agreement transfers ownership or creates any joint rights.
The Brand grants Mien Market a non-exclusive, worldwide, royalty-free license to use its trademarks, product images, and related branding materials solely for the purpose of marketing, promoting, and selling the Brand’s products on the Mien Market platform and associated channels.
Mien Market will use Brand Assets professionally and in good faith, maintaining the Brand’s integrity and reputation. Minor formatting edits (e.g., resizing, cropping, or color correction) are permitted to fit the Platform’s design, but content may not be materially altered without approval.
The Brand may revoke this license upon termination of the Agreement or for cause with written notice. Mien Market will promptly remove or cease use of the Brand’s intellectual property upon request.
All trademarks, designs, and creative assets owned by Mien Market remain its sole property. The Brand may not use Mien Market’s logos, marks, or creative materials without prior written consent.
Both parties agree to keep all non-public business information — including but not limited to sales data, pricing, customer information, supplier contacts, marketing strategies, and proprietary materials — strictly confidential and not disclose it to any third party without prior written consent, except as required by law.
Confidential information may only be used for purposes directly related to this Agreement and may be shared internally on a need-to-know basis with employees or contractors bound by similar confidentiality obligations.
These confidentiality obligations will remain in effect during the term of this Agreement and for three (3) years following its termination.
This obligation does not apply to information that: (a) becomes public through no fault of the receiving party, (b) was already known to the receiving party without restriction, or (c) is independently developed or obtained lawfully from another source.
The Brand agrees to indemnify, defend, and hold harmless Mien Market LLC, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to:
(a) any actual or alleged defect in the Brand’s products;
(b) any misrepresentation, false advertising, or inaccurate information provided by the Brand;
(c) any infringement or alleged infringement of intellectual property or other proprietary rights of a third party; or
(d) the Brand’s breach of this Agreement or applicable law.
Mien Market will promptly notify the Brand of any claim subject to indemnification. The Brand will assume control of the defense and settlement, provided that any settlement that imposes an obligation on Mien Market or admits liability on its behalf requires Mien Market’s prior written consent.
Mien Market will reasonably cooperate at the Brand’s expense in the defense of any claim.
The Brand’s indemnification obligations are not limited by insurance coverage or the amount of fees paid to Mien Market.
Mien Market shall not be entitled to indemnification to the extent a claim arises from Mien Market’s own gross negligence, willful misconduct, or material breach of this Agreement.
The Brand shall maintain insurance coverage that is commercially reasonable for a business of its size, stage, and product category. Mien Market recognizes that early-stage and independent brands may not carry general or product liability insurance, and the absence of such coverage is not itself a breach of this Agreement. Where the Brand does carry coverage, it will provide proof upon reasonable request. If the Brand’s sales volume through the Platform grows materially, or if a product category or claims history warrants it, the parties will discuss appropriate coverage in good faith, and Mien Market may require coverage as a condition of continued listing on thirty (30) days’ written notice. Nothing in this Section limits the Brand’s indemnification obligations under Section 9.1, which apply whether or not the Brand is insured.
The parties will first attempt in good faith to resolve any dispute arising under this Agreement through informal negotiation.
If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
Arbitration will take place in Wilmington, Delaware, and judgment on the award may be entered in any court of competent jurisdiction.
Each party will bear its own legal fees and costs, except that the prevailing party may recover reasonable attorneys’ fees and arbitration expenses as determined by the arbitrator.
Either party may seek temporary or injunctive relief in a Delaware state or federal court to protect its rights pending arbitration.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles or rules that might cause the application of the laws of another jurisdiction.
Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other, except in connection with a merger, acquisition, or sale of substantially all assets or business related to this Agreement.
Any unauthorized assignment is void, but this Agreement shall remain binding upon and inure to the benefit of the parties and their successors and permitted assigns.
Each party shall retain relevant sales, payment, and fulfillment records for at least two (2) years after termination of this Agreement, or longer if required by law.
Upon reasonable written request, either party shall provide necessary records to verify compliance with this Agreement.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs, and permitted assigns.
In the event of a merger, reorganization, or change of control, this Agreement shall remain valid and enforceable against the surviving entity.
This Agreement, together with its Exhibits, constitutes the entire understanding between Mien Market LLC and the Brand and supersedes all prior agreements, proposals, or communications, whether written or oral, relating to its subject matter.
Any amendments or modifications must be in writing and signed by both parties.
If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
This Agreement may be accepted electronically, including by checking the acceptance box during onboarding on the Platform, and may also be executed by signature in counterparts. Each method of acceptance is deemed an original and together they constitute one instrument. The signature block below is provided for Brands that request a countersigned copy; it is not required for this Agreement to take effect.
Mien Market LLC
Name: Reid Petrie
Title: Founder and CEO
Signature: ______________________________ Date: ____________
Brand
Brand Name: ______________________________
Name: ______________________________
Title: ______________________________
Signature: ______________________________ Date: ____________
This Exhibit A is attached to and incorporated into the MIEN Market Brand Partnership Agreement (the “Agreement”) between Mien Market LLC and the Brand. It sets the commission and payout terms referenced in Section 2.4 (Commission) and Section 2.6 (Payouts). Capitalized terms have the meanings given in the Agreement.
Mien Market’s commission is twenty percent (20%) of Net Sales on each sale of the Brand’s products through the Platform. The Brand retains the remaining eighty percent (80%) of Net Sales.
“Net Sales” has the meaning given in Section 2.4: the item price actually paid by the customer, excluding taxes, duties, and shipping/handling, and after any discounts, coupons, or promotions applied to the item.
– Standard commission (all products, all price points): 20% of Net Sales to Mien Market; 80% to the Brand. The rate does not vary with discount level, and there is no minimum discount required to list.
– Payment processing fees: paid by Mien Market out of its commission (Section 2.9).
– Customer-paid shipping: passed through to the Brand and is not commissionable.
Shopify-connected Brands (Shopify Collective): The Brand’s Net Proceeds for each order are paid automatically upon fulfillment of that order, at the price list rates agreed in Collective, through Shopify’s payment infrastructure. No invoicing, statements, or minimum threshold apply.
All other Brands: Payouts are per order. Mien Market will remit the Brand’s Net Proceeds for an order within seven (7) calendar days after valid tracking for that order is provided, via ACH/bank transfer or another payout method agreed with the Brand during onboarding. No minimum threshold applies.
No minimum payout threshold applies to either payout lane. Net Proceeds are paid per order on the schedule above regardless of amount. Negative balances (for example, from refunds or chargebacks exceeding a period’s proceeds) carry forward and are offset against subsequent payouts.
Any change to the commission rate applies only to future orders and requires thirty (30) days’ prior written notice, consistent with Section 2.12. Email is acceptable written notice. Orders placed before an amendment’s effective date are unaffected.
This Exhibit B is attached to and incorporated into the Agreement and sets the return policy referenced in Section 6.3. It governs returns, exchanges, and refunds for the Brand’s products sold through the Platform.
Returns accepted within fourteen (14) days of delivery.
Items must be unused, in original condition and packaging, with all tags attached.
Final-sale items (where clearly marked) are not eligible for return except where the item is defective or incorrect.
Defective, damaged, or incorrect items: the Brand bears return shipping and is responsible for replacement or refund.
Buyer’s remorse (change of mind, fit, etc.): the customer bears return shipping.
Mien Market handles customer return requests through its support channels (Section 6.1) and notifies the Brand of approved returns. The Brand will provide a return shipping label (where it is responsible) within three (3) business days, and will issue a replacement or approve a refund once the returned item is received and inspected (Section 6.4).
Mien Market processes customer refunds once confirmed by the Brand. Refunded amounts, together with associated payment processor fees and any reasonable dispute costs, are deducted from the Brand’s next payout, or invoiced if payouts are insufficient (Sections 2.7 and 6.5).
The Brand is responsible for product quality and for resolving defect-related returns. If a return or dispute is not resolved within seven (7) business days, Mien Market may step in to resolve it and deduct related costs from the Brand’s future payouts where the Brand is at fault (Section 6.6).
This return policy is published on the Platform and applies unless modified by a signed addendum.
Questions: info@bemien.com