Vendor Participation Agreement
Specialty Toys Network (STN)
A service of Gearbox Studios, Inc.
Effective Date: 8/18/2025
Purpose of the Vendor Portal
The Specialty Toys Network Vendor Portal is designed to streamline the sharing of product information between vendors and authorized specialty retailers.
By participating, vendors help reduce the time and effort required for retailers to accurately present and sell their products online, while maintaining control over how their product data is distributed and used.
STN’s goal is to support the mutual success of vendors and retailers by providing a centralized system for organizing, enhancing, and delivering product data in a consistent and efficient manner.
Participation
Participation in the Vendor Portal is voluntary and currently offered at no cost.
By submitting product data to STN or allowing STN to manage product data on your behalf, you agree to the terms of this Agreement.
STN reserves the right to approve, deny, or revoke Vendor Portal participation at its discretion.
Vendor Ownership and Rights
Vendors retain ownership of all original product data, including product names, descriptions, images, media, specifications, attributes, branding, and trademarks.
Nothing in this Agreement transfers ownership of vendor content to STN.
License to Use and Distribute Data
By participating in the Vendor Portal, the vendor grants STN a non-exclusive, revocable license to store product data within STN systems, format, standardize, and enhance product data, distribute product data to authorized retailers, deliver product data through supported eCommerce systems and integrations, and include product data in approved third-party sales channels and programs.
This license is granted solely for the purpose of supporting product distribution through authorized retail relationships.
Data Enhancement and Formatting
STN may modify product data to improve usability, including formatting and standardization, categorization and tagging, translation or normalization, and combining or structuring data for system compatibility.
These enhancements are part of STN’s service delivery system and do not alter vendor ownership of original content.
Retail-Ready Product Presentation
STN product data is structured and presented with the goal of supporting consumer-facing retail websites.
In many cases, product information provided by vendors may be formatted for wholesale ordering purposes (such as case packs, PDQ displays, or assortment listings). STN may adjust or restructure this data to better reflect how products are typically presented and sold to consumers at the individual item level.
These adjustments are intended to:
- improve clarity for retail customers
- support standard eCommerce product presentation
- reduce setup time for retailers
Examples may include converting display assortments or case-based listings into individual product entries where appropriate.
STN makes these adjustments as part of its data formatting and enhancement process. Vendors may request clarification, adjustments, or restrictions where needed.
Distribution to Retailers
STN distributes product data only to retailers that:
- maintain valid wholesale purchasing relationships with vendors
- are verified participants in STN systems
- operate as established or actively developing brick-and-mortar retail businesses
STN primarily supports independent specialty retailers with a physical retail presence in their local communities. In certain cases, STN may work with new or emerging retailers who are in the process of launching a physical storefront, provided sufficient verification of their business and vendor relationships is supplied.
Vendors may request restrictions on which retailers can access their data.
STN will make reasonable efforts to honor such restrictions within its systems.
Retailer-Sourced Product Data
In certain cases, STN may incorporate product data obtained from participating retailers who have a verified wholesale relationship with a vendor.
This process is intended to improve data availability and reduce duplication of effort across the network.
Where retailer-sourced data is used, STN will make reasonable efforts to verify the retailer’s relationship with the vendor, may notify the vendor and provide the opportunity to review, manage, or restrict such data, and vendors retain the right to request modification, restriction, or removal of their product data.
All product data remains subject to vendor ownership and control, regardless of its source.
Vendor Controls and Restrictions
Vendors may request restriction of product data to specific retailers, removal of product data from STN systems, or exclusion of product data from specific distribution channels.
STN will make reasonable efforts to implement such requests within its systems.
STN cannot guarantee enforcement of restrictions outside of its controlled systems.
Pricing and Product Data
STN may include product pricing information, including cost and MSRP, as part of its data services. This information is provided strictly as a reference to assist retailers in organizing and filtering product data.
STN does not set, control, or enforce retail pricing.
Each retailer is solely responsible for:
- setting their own retail pricing
- complying with vendor MAP, MAPP, or other pricing policies
- managing discounts, promotions, and pricing strategies
Pricing displayed on retailer websites is controlled by the retailer’s own systems, typically through POS integrations or eCommerce platform settings.
STN is not responsible for pricing inaccuracies, vendor policy violations, or any pricing decisions made by retailers.
Sales Channel Responsibilities
STN product data systems are designed to support each participating retailer’s primary, individually branded website. These websites promote the retailer’s physical store location, values, and community presence, and typically operate as full eCommerce platforms.
STN currently provides integrations with supported platforms including STN eCommerce, Shopify, WordPress, WordPress with WooCommerce, and BigCommerce. The supported system platforms is subject to change.
Product data provided through STN is intended for use on the retailer’s own website as part of their direct retail operations.
Vendors acknowledge that retailers are responsible for complying with vendor agreements regarding where products may be sold, and STN does not monitor or enforce downstream usage of product data.
Data Accuracy and Responsibility
Vendors are responsible for ensuring that all product data they provide is accurate, complete, and lawful to distribute.
STN aggregates, formats, and enhances product data from multiple sources in order to support efficient retail presentation. While STN makes reasonable efforts to maintain data quality, STN does not guarantee the accuracy, completeness, or correctness of product data.
Due to the nature of aggregated and transformed data, variations may occur, including but not limited to:
- product descriptions and formatting
- categorization and attributes
- product matching or duplication
- retail-ready restructuring of wholesale data
Retailers are solely responsible for reviewing, verifying, and approving all product data before publishing it on their websites or using it in their operations.
STN is not responsible for:
- errors or omissions in product data
- incorrect product matching or duplication
- discrepancies resulting from data transformation or enhancement
- any reliance on product data without retailer review
No Obligation to Distribute
STN is not obligated to distribute all vendor product data, maintain listings indefinitely, or support all product formats or categories.
STN reserves the right to prioritize, modify, or remove data as needed.
Third-Party Systems
STN may integrate with third-party platforms and services.
STN is not responsible for third-party platform changes, outages or service interruptions, or limitations or restrictions imposed by third parties.
Limitation of Liability
STN shall not be liable for loss of sales or revenue, incorrect or incomplete product data, retailer misuse of vendor data, third-party platform issues, or delays or interruptions in data delivery.
All services are provided as is without warranties of any kind.
Modifications to Service
STN reserves the right to modify Vendor Portal features, change participation requirements, or introduce fees in the future.
STN may provide notice of material changes when practical, but is not obligated to do so.
Termination
Vendors may request removal of their data at any time.
STN may suspend or terminate participation for misuse of the system, for data that violates applicable laws or policies, or at STN’s discretion.
Upon termination, STN will cease distribution of vendor data within its systems, but previously distributed data may remain in retailer systems outside STN control.
Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of Oregon.
Any disputes shall first be addressed through good-faith communication.
If unresolved, disputes shall be resolved through binding arbitration in Yamhill County, Oregon.
Acceptance
By participating in the STN Vendor Portal, the vendor acknowledges and agrees to these terms.