E-Commerce Addendum

E-COMMERCE ADDENDUM

This E-Commerce Addendum (the "Addendum") is entered into as of Effective Date: by and between Client Name: ("Seller") and Provider Name: ("Provider"). Seller and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider operates an online marketplace, storefront, or platform through which third parties may list, market and sell products and services; and

WHEREAS, Seller desires to list, sell and distribute certain goods or services using Provider's platform and to accept payments, and Provider agrees to permit such listings subject to the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth their rights and obligations relating to listings, fulfillment, payments, data use, compliance, and related matters.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Addendum, the following terms have the meanings set forth below. "Products" means the goods or services offered for sale by Seller through Provider's platform, including all product listings, descriptions and related images. "Net Proceeds" means gross amounts received by Provider for sales of Products less refunds, taxes collected on behalf of taxing authorities, chargebacks, and applicable fees and adjustments described in Section 5.

2. SCOPE AND LISTINGS

2.1 Listing Authorization. Seller grants Provider a non-exclusive, revocable license to display, market and distribute Seller's Product listings on Provider's platform worldwide in accordance with this Addendum. Seller represents that it has all rights necessary to list each Product and to grant the licenses set forth herein.

2.2 Product Description. Seller shall ensure that all product titles, descriptions, images, pricing and specifications are accurate, not misleading and comply with applicable law. Provider may require modifications to content that violates Provider policies or applicable law; Seller shall promptly make required changes.

3. ORDER FULFILLMENT; RETURNS

3.1 Fulfillment Responsibilities. Seller shall fulfill accepted orders in accordance with the shipping method and timeframes set forth on the applicable listing or as otherwise agreed in writing. Seller is responsible for packaging, shipment, risk of loss prior to delivery, and compliance with carrier and customs requirements unless Provider expressly agrees to perform fulfillment services.

3.2 Returns and Refunds. Seller shall adopt a returns policy that complies with applicable consumer protection laws and Provider's return procedures. Provider may, at its discretion, process refunds to buyers for eligible returns, and Provider may debit Seller's account or deduct such refunds from future payouts to recover refunded amounts.

4. PRICING, FEES AND PAYMENTS

4.1 Prices. Seller shall set the retail price for each Product. Seller may not list Products at prices that violate Provider policy or applicable law. Any advertised shipping charges must reflect actual shipping costs.

4.2 Fees. In consideration for Provider's services, Seller shall pay Provider fees as follows: Fee Type: ; Fee Rate: . Provider may withhold fees from amounts otherwise payable to Seller.

4.3 Payment Schedule. Provider will remit Net Proceeds to Seller on the payment cadence selected by Seller: , subject to reconciliation for refunds, chargebacks and adjustments. Provider may hold funds for risk, disputes or regulatory compliance.

5. TAXES, DUTIES AND COMPLIANCE

Seller is responsible for collecting, reporting and remitting all taxes, duties or similar charges associated with the sale or shipment of Products unless Provider specifically agrees in writing to collect and remit certain taxes on Seller's behalf. Seller shall maintain necessary registrations and proper tax documentation.

6. INTELLECTUAL PROPERTY

6.1 License to Use Content. Seller grants Provider a limited, non-exclusive, royalty-free right to use, reproduce, display and distribute Seller's trademarks, logos, product images and descriptions solely for the purpose of listing, marketing and fulfilling orders for the Products.

6.2 Infringement Claims. Seller represents and warrants that the Products and Seller's listings do not infringe third-party intellectual property rights. Seller will promptly resolve, at its expense, any claim alleging infringement, and shall indemnify Provider in accordance with Section 10.

7. DATA, PRIVACY AND CUSTOMER INFORMATION

7.1 Data Ownership. Customer purchase information and transactional data generated from sales are the sole property of the Party identified in writing as the owner below. Ownership selection: Seller Provider

7.2 Permitted Uses. Each Party may use shared data solely as necessary to perform its obligations hereunder and in compliance with applicable privacy laws and any applicable customer consents. Neither Party shall sell or transfer customer personal data to third parties except as required by law.

8. SECURITY AND PAYMENT CARD STANDARDS

Seller shall comply with all applicable payment card industry standards and other security requirements. If Seller transmits or stores cardholder data, Seller shall maintain PCI-compliant controls and immediately notify Provider of any suspected compromise of payment credentials.

9. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants that: (a) it has full power and authority to enter into this Addendum; (b) the Products comply with all applicable laws, regulations and safety standards; (c) the Products are not counterfeit and do not violate any third-party rights; and (d) Seller will perform fulfillment and customer support in a professional manner.

10. INDEMNIFICATION

Seller shall indemnify, defend and hold harmless Provider and its officers, directors and affiliates from and against any loss, liability, damage or expense (including reasonable attorneys' fees) arising out of: (a) Seller's breach of this Addendum; (b) defects in Products, product liability claims, or failure to comply with law; and (c) third-party claims relating to intellectual property infringement arising from Seller's listings.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS ADDENDUM SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PROVIDER TO SELLER UNDER THIS ADDENDUM DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. INSURANCE

Seller shall maintain, at its expense, commercial general liability insurance (including product liability coverage) in amounts reasonable and customary for its business. Upon Provider's request, Seller will furnish certificates of insurance evidencing such coverage.

13. TERM; TERMINATION

13.1 Term. This Addendum commences on the Effective Date and will continue until terminated as provided herein. Initial Term End Date:

13.2 Termination for Cause. Either Party may terminate this Addendum for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice specifying the breach.

13.3 Effect of Termination. Upon termination, Provider may remove all Product listings and suspend future payments, but Provider shall remit any undisputed Net Proceeds subject to applicable holds or offsets. Termination shall not relieve Seller of obligations incurred prior to termination, including indemnification and warranty obligations.

14. AUDIT RIGHTS

Provider or its authorized representatives may audit Seller's relevant records, systems and facilities to verify Seller's compliance with this Addendum upon reasonable prior notice and during normal business hours. Audit findings entitling Provider to additional amounts shall be paid by Seller within thirty (30) days after presentation of reasonable supporting documentation.

15. NOTICES

All notices required or permitted under this Addendum shall be in writing and delivered to the contact details set forth below.

16. GOVERNING LAW; VENUE

This Addendum shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: Governing Jurisdiction: . The Parties agree that exclusive venue for disputes shall be the courts located in the selected jurisdiction unless otherwise required by mandatory law.

17. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

17.1 Entire Agreement. This Addendum, together with any referenced schedules or agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

17.2 Severability. If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

17.3 Amendments. No amendment or modification of this Addendum shall be effective unless in writing and signed by authorized representatives of both Parties.

18. WAIVER; COUNTERPARTS

No failure or delay by either Party in exercising any right under this Addendum will constitute a waiver. This Addendum may be executed in counterparts, each of which shall be deemed an original, and electronic signatures shall have the same force and effect as original signatures.

19. ADDITIONAL TERMS

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