Terms of Service

Neesh is a wholesale marketplace that connects independent magazine publishers with retailers. Publishers list their titles; retailers order at wholesale; publishers fulfill orders by shipping directly to retailers. Neesh provides the platform, coordinates payments through Stripe, and facilitates shipping and communication. Neesh is not a party to the sale between publisher and retailer, does not take ownership of inventory, and is not a distributor, consignee, or agent of either party. Neesh is a business-to-business wholesale platform, not a consumer-directed marketplace: purchases are made by businesses for resale, not for personal, family, or household use.

The Service is for business use only. You must be at least 18 years old and using the Service in connection with a bona fide publishing or retail business. Publisher and retailer accounts require an application and our approval, which we may grant or decline at our discretion. You are responsible for the accuracy of the information in your application and profile, for maintaining the confidentiality of your login credentials, and for all activity under your account. Notify us immediately at hi@neesh.art if you suspect unauthorized use.

When a retailer places an order that a publisher accepts, a contract of sale is formed directly between the retailer and the publisher on the terms shown in the listing at the time of the order. Publishers are responsible for the accuracy of their listings, for having the inventory they list, and for shipping accepted orders promptly with tracking. Retailers are responsible for payment and for receiving and inspecting shipments. Neesh may cancel or reverse orders in cases of error, suspected fraud, or violation of these Terms.

Neesh charges publishers a commission of 10% of the order subtotal (excluding shipping and tax) on completed orders. There are no listing fees for publishers and no subscription fees for retailers. Payments are processed by Stripe; by transacting on Neesh you also agree to Stripe’s applicable terms, including the Stripe Connected Account Agreement for publishers receiving payouts. Publisher payouts are made on a weekly cycle, less our commission and any amounts owed for approved returns or adjustments, and are subject to Stripe’s processing times and any holds reasonably needed for fraud prevention or disputes. Retailers offered net payment terms (as defined in the Retailer Agreement) must pay invoices by their due date; overdue invoices may result in suspension of ordering privileges.

Retailer return requests are reviewed and approved case by case. Returns are not automatic or guaranteed, except that requests for items that arrive damaged, defective, incorrect, or missing — reported within the inspection window in the Retailer Agreement with reasonable evidence — will be approved. Requests to return unsold copies are honored where the listing offers unsold-copy returns and the request meets that listing’s stated window and conditions; other requests are at the publisher’s and Neesh’s discretion. When a return is approved, the corresponding amount is reconciled against the publisher’s next payout cycle, and the retailer receives the refund or credit stated in the return decision. Nothing in this section limits rights you have under applicable law that cannot be waived. The role-specific agreements describe the process in more detail.

You retain ownership of the content you upload — cover images, photographs, descriptions, logos, and other material. You grant Neesh a non-exclusive, worldwide, royalty-free license to host, display, reproduce, and use that content to operate and promote the Service (for example, showing listings to retailers or featuring titles in Neesh marketing). You represent that you have the rights to everything you upload and that it does not infringe anyone else’s rights. We may remove content that we reasonably believe is infringing, unlawful, or violates these Terms. When your account is closed, we will stop displaying your content and delete uploaded files within a reasonable period, except as needed for legal or record-keeping purposes.

You agree not to: misrepresent your identity or business; list content you do not have the right to sell; use the Service to send spam or unsolicited messages; circumvent Neesh by soliciting or completing off-platform transactions that originate through the Service in order to avoid fees; interfere with the operation or security of the Service; scrape or harvest data about other users; or use the Service for any unlawful purpose. We may suspend or terminate accounts that violate these Terms.

Neesh’s designated agent for copyright notices is: Copyright Agent, WAU LLC, c/o Registered Agents Inc, 2355 State St STE 101, Salem, OR 97301, USA; email hi@neesh.art. If you believe content on the Service infringes your copyright, send a notice to the designated agent with the subject “Copyright Notice” including: identification of the copyrighted work; the URL or location of the allegedly infringing material; your name, address, email, and phone number; a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; a statement, under penalty of perjury, that the notice is accurate and you are the owner or authorized to act for the owner; and your physical or electronic signature. We will remove or disable access to material identified in a valid notice and, for account holders, will forward the notice to them and accept counter-notifications meeting the requirements of 17 U.S.C. § 512(g). We may terminate accounts of repeat infringers.

The Service includes messaging between publishers and retailers. Use it for business communication related to the marketplace. We may access messages where necessary to provide support, investigate abuse, or comply with law.

You may close your account at any time by emailing hi@neesh.art. We may suspend or terminate your access at any time for violation of these Terms, risk to other users, or discontinuation of the Service, with notice where practicable. Sections that by their nature should survive termination (including payment obligations, content license for completed transactions, disclaimers, limitations of liability, and governing law) survive.

The Service is provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that listings are accurate, that publishers or retailers will perform, that the Service will be uninterrupted or error-free, or any particular level of sales or business outcome.

To the fullest extent permitted by law, WAU LLC and its members, managers, and employees will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of or related to the Service. Our total liability for any claim arising out of the Service will not exceed the greater of (a) the total commissions we earned from your transactions in the six months before the claim arose, or (b) one hundred US dollars. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

You will indemnify and hold harmless WAU LLC from claims, damages, and expenses (including reasonable attorneys’ fees) arising from your content, your transactions with other users, or your breach of these Terms.

These Terms are governed by the laws of the State of Oregon, without regard to conflict-of-laws rules. Any dispute arising out of these Terms or the Service will be resolved in the state or federal courts located in Multnomah County, Oregon, and you consent to personal jurisdiction and venue there. Before filing any claim, you agree to try in good faith to resolve the dispute by contacting us at hi@neesh.art.

Business days. “Business days” means Monday through Friday, excluding United States federal holidays, wherever used in these Terms, the Publisher Agreement, or the Retailer Agreement.

Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations already due) caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, labor disputes, carrier or postal disruptions, internet or hosting outages, payment-processor outages, or acts of government. The affected party must notify the other and resume performance as soon as reasonably possible.

Assignment. You may not assign or transfer your account or your rights and obligations under these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all of your business assets, with notice to us. We may assign these Terms to an affiliate or to a successor of our business. Any attempted assignment in violation of this section is void.

Waiver and severability. A failure to enforce any provision is not a waiver of it, and a waiver on one occasion is not a waiver on any other. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest of these Terms remain in effect.

Entire agreement. These Terms, the Privacy Policy, and the applicable role-specific agreement are the entire agreement between you and Neesh regarding the Service.

We may update these Terms from time to time. If we make material changes, we will notify account holders by email or a notice on the site at least 14 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance. The current version will always be posted at neesh.art.

WAU LLC (operating Neesh), Portland, Oregon, USA. hi@neesh.art