Merchant Terms of Service and Agreement

Please read these merchant terms of service and agreement (“terms of service,” “Terms” or “Agreement”) carefully before using the website, applications and services offered by Tradeber Inc. (“Tradeber,” “we,” and “us”). This agreement sets forth the legally binding terms and conditions for your use as a merchant of our website(s), services or applications, including, without limitation, the website at https://www.offered under the name Tradeber (collectively, the “Services”).

By registering for or otherwise using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein and/or published or made available by Tradeber.

Please note that Section 7, contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions. Please read Section 7 carefully.

1. Is a Marketplace

You understand and agree that is a marketplace and as such is not responsible or liable for any content, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, products, listings, links or information posted by you, other merchants or outside parties on Tradeber. You use the Services at your own risk.

To the fullest extent permitted by law, you and your Affiliates (defined below) waive claims related to, and agree that Tradeber and Tradeber’s Affiliates, including any of their officers, directors, employees, consultants or agents, are not responsible for (a) any statements, guarantees, services in this agreement, and expected transactions, including merchantability, applying to particular purposes or any implied warranties; (b) implied warranties based on the transaction process, the performance of the contract or trading practices course of dealing; or (c) any duties, responsibilities, rights, claims or tort reliefs, whether or not they are due to Tradeber’s negligence. “Affiliate” shall mean, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

If you have disputes with any third party over any product, offering or interaction over the Services, you agree not to make any claim of any kind or nature against Tradeber or its Affiliates, no matter whether such claims, requirements or compensation of damages are known, ensured or released.

2. Membership Eligibility

2.1 Age:

Tradeber's Services are available only to, and may only be used by, individuals who are at least 13 years and who can form legally binding contracts under applicable law. You represent and warrant that you are at least 13 years old and that all registration information you submit is accurate and truthful. Tradeber may, in its sole discretion, refuse to offer access to or use of the Service to any person or entity or change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Individuals under the age of 18 or who cannot form legally binding contracts must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this case, the adult is the merchant and is responsible for any and all activities.

2.2 Compliance:

You agree to comply with all applicable laws regarding online conduct and acceptable content. Except as set forth in Sections 15 and 16 herein, you are responsible for all applicable taxes. In addition, you must abide by Tradeber's policies stated in these Terms and the Tradeber policy documents listed below (which are incorporated into these Terms by reference), each of which, in addition to these Terms, may be updated by Tradeber from time to time in its sole discretion without notice to you:

• Merchant Policies (all policies and regulations on merchants released by Tradeber from time to time)
• Tax Policy
• Fees and Payments Policy (Section 3)
• Return Policy
• Privacy Policy
• All other policies or guidelines published or made available by Tradeber in connection with the Services.

As a legal person, you represent, warrant, promise and guarantee that during the period of registration and agreement: (a) you are legally established in accordance with applicable law, validly existing and in good operation; (b) you have all the necessary legal qualifications, rights, capabilities and authorities to sign this agreement, fulfill duties accordingly and grant rights, licensing and authority required by this agreement, and have the permissions, approvals and licenses required by your business and the sale of the items in the relevant countries; (c) you and your affiliates will comply with all laws to fulfill your rights and duties in this agreement; (d) when offering any items for sale through the Services, you are in full compliance with all legislation, statutes, regulations and other enactments having the force of law and all industry codes, policies or guidelines and any applicable direction, statement of practice, policy, rule or order given by a regulator which apply from time to time in the country from which or to which the items are sold and/or offered (“Applicable Laws and Regulations”); (e) you shall maintain such records as are necessary pursuant to such Applicable Laws and Regulations and shall promptly on request make them available for inspection by any relevant authority that is entitled to inspect them; (f) you shall monitor any changes in the Applicable Laws and Regulations which may impact the sale of the items through the Services; (g) you shall directly notify Tradeber by email and in writing of any investigation and potential claim that are instigated by any regulator in relation to the items offered through the Services; (h) you shall promptly remove any and all offerings of items from the Services whenever these infringe the Applicable Laws and Regulations, become otherwise prohibited in the relevant countries, and/or when these are included in (an updated version of) the Merchant Policies and (i) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

Additionally, should you register an account, make purchases or otherwise use our Services in a capacity other than as a merchant, seller or distributor (e.g., as a purchasing consumer and/or retail customer), you agree to be bound by Tradeber’s Terms of Use and those Terms of Use shall govern such conduct.

2.3 Modifications to Terms and Policies:

We may modify any of the terms and conditions contained in this Agreement (or in any policy or guideline published by Tradeber) at any time and our sole discretion. Any modifications will be effective upon the posting of a new set of terms on or within our Services (which we may do with or without notice to you). In some cases, we may notify you before or after such a change, including without limitation on any of our websites or in any merchant policy or other document. You are responsible for reviewing these locations and informing yourself of all applicable modifications, changes or notices.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DISCONTINUE YOUR USE OF THE SERVICES. YOUR CONTINUED USE OF THE SERVICES FOLLOWING OUR POSTING OF A MODIFICATION (REGARDLESS OF WHETHER WE NOTIFY YOU OF SUCH MODIFICATION IN ADVANCE), WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.

2.4 Password & Account Security:

Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Tradeber of any unauthorized use of your password or any breach of security of your account. You also agree that Tradeber cannot and will not be liable for any loss or damage arising from your failure to keep your password secure or any breach of security of your account. You agree not to provide your username and password information in combination to any other party other than Tradeber without Tradeber's express written permission.

2.5 Account Information:

You must keep your account information up-to-date and accurate at all times, including a valid name, address, phone number and email address. To sell items on Tradeber you must provide and maintain valid payment information such as a valid PayPal account. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of your credit card, and to charge your credit card or debit your bank account for any sums payable by you to us (in reimbursement or otherwise). You also agree to provide Tradeber any additional information or authorizations as may be necessary for Tradeber to provide the Services under this Agreement. All payments to you will be remitted to your bank account through a banking network or by other means specified by us. Depending on the payment method you choose, you may be required to provide a valid United States tax identification number via Form W-9 or proof of residency outside the United States via Form W-8BEN/W-8BEN-E.

2.6 Account Transfer:

You may not transfer or sell your Tradeber merchant account and username to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to these Terms.

2.7 Right to Refuse Service:

Tradeber reserves the right, in Tradeber's sole discretion, to cancel unconfirmed or inactive accounts and/or to refuse to offer the Services to you, for any (or no) reason and at any time.

2.8 Closing Your Account:

You have the right to close your account. If you choose to close your account, please contact cs@tradeber.us. You will then receive a confirmation once your account has been closed. If Tradeber is unable to close your account at this time, you also will receive an email detailing why your account cannot be closed and any additional steps or information that may be required from you before closing your account.

3. Fees and Payment

3.1 Fees:

Tradeber will collect fees or other amounts from you, for your use of the Services, as set forth in its policy on Fees and Payment or as otherwise communicated to you by Tradeber. Except as set forth in Sections 15 and 16 herein, you are responsible for paying all fees and applicable taxes associated with using and selling on Tradeber.

The merchant also may incur fees through the use of various payment providers or processors. Any such payment provider or processor fees will be determined by any agreement the merchant may have with a payment provider or processor, and Tradeber is not responsible for reviewing, advising on, or paying any such fees.

3.2 Payment:

Tradeber will make payments to you, in connection with your use of the Services, as set forth in its policy on Fees and Payment or as otherwise communicated to you by Tradeber.

Payment by Tradeber to you is considered made and complete upon transmission by Tradeber, of the payment amount owed to you, to the payment method you have selected irrespective of your receipt of payment from the payment provider or processor. Each payment provider or processor may have its own terms of use or other legal requirements, and Tradeber does not guarantee and is not responsible for any services provided by such payment provider or processor (including, without limitation, any remittance of payment, security protocols or obligations to the merchant, accurate and timely disbursal of payments to the merchant, unavailability of services, etc., of such payment provider or processor). The risk of loss and nonpayment from the payment provider or processor remains with you as the merchant.

In addition to the above, Tradeber may unilaterally elect to delay the remittance and withhold the amounts payable to merchants, or any other payment due under the terms of this Agreement or its policy on Fees and Payment, until such time as Tradeber receives confirmation of product delivery. Transactions for which Tradeber cannot confirm delivery may be ineligible for payment.

In the event that Tradeber elects to remit an amount to you before the eligible payment date for such amount through a discretionary advance or advance made through your payment processor or provider (hereinafter a “Discretionary Advance”), Tradeber may reduce merchant’s payment eligibility by the amount of the Discretionary Advance either immediately or as soon thereafter as reasonably practicable.

Moreover, If Tradeber determines that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Tradeber or third parties, or reflect pending or otherwise unrecoupable balances, then Tradeber may in its sole discretion withhold any payments to you for as long as Tradeber determines such conditions or any related risks to Tradeber or third parties persist. For any amounts that we determine you owe us, we may (a) charge your account or any payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to you; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to violate our policies, then we may in our sole discretion permanently withhold any payments to you. In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Tradeber or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable policies, may result in their forfeiture.

3.3 Appointment of Tradeber as Limited Payment Collection Agent

Merchants that receive payment from Tradeber as a result of listing items through or in connection with the Tradeber Services hereby appoint Tradeber as the merchants’ payment collection agent solely for the limited purpose of accepting funds from Tradeber users who purchase items through the Tradeber Services.

As such, you agree that any funds, resulting from a Tradeber user’s purchase of items through the Tradeber Services and received by Tradeber from a Tradeber user, shall be considered the same as a payment made directly to you by a Tradeber user. You further agree that you will provide the purchased items to the Tradeber user in the agreed-upon manner as if you have received the payment directly from the Tradeber user. You agree that Tradeber may refund the Tradeber user in accordance with the Tradeber Return Policy. You understand that Tradeber’s obligation to pay you is subject to and conditioned upon successful receipt of the associated funds from Tradeber users who purchase items through the Tradeber Services. Tradeber guarantees payments to you only for such amounts that have been successfully received by Tradeber from Tradeber users in accordance with this Agreement and the Tradeber’s Terms of Use. In accepting an appointment as your limited payment collection agent, Tradeber assumes no liability for any of your acts or omissions (including, without limitation, any violation by you of this Agreement).

You agree that any obligation of a Tradeber user to pay you for the purchase of items through the Tradeber Services is extinguished upon the Tradeber user’s payment of the funds to Tradeber, upon which Tradeber then is responsible for remitting the funds to you in the manner described in this Agreement, the Payment Policy, or as otherwise communicated by Tradeber to you. Your funds are not eligible for payment to you unless and until all terms in this Agreement and Tradeber’s Terms of Use are satisfied. In the event that Tradeber does not remit any such payment or funds to you, you will have recourse only against Tradeber and not the Tradeber user directly.

4. Listing and Selling

4.1 Listing Description:

By listing an item on the Services you warrant that you and all aspects of the item comply with Tradeber's terms and published policies. You also warrant that you may legally sell the item in all locations that you list your item for sale. You must accurately describe your item and all terms of sale in your Tradeber shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the “in stock” quantity is more than one, all items in that listing must be identical.

4.2 Shop Policies:

You may outline shop policies for your Tradeber shop. These policies may include, for example, shipping, returns, payment and selling policies. You must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Tradeber's policies. You are responsible for enforcing your own shop policies. In the event of a conflict between your shop policies and the Terms, the Terms shall control as it relates to your use of the Services.

4.2.1 Binding Sale:

All sales are binding. You are obligated to ship the applicable order in a prompt manner after a sale is made over the Services or you otherwise complete the transaction with the applicable buyer. The cost arising from not completing orders in time shall be undertaken by you.

4.2.2 Third-Party Service Providers:

To the extent you use any third party to assist or facilitate any portion of your use of the Services, including without limitation your listings, sales, fulfillment, system notifications or changes, customer support or other functions, you agree that you shall be responsible for and Tradeber shall not be liable for any acts, conduct, errors, omissions, losses, claims or other issues resulting from your use of such third party’s services.

4.3 Fee Avoidance:

The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not do anything intended to or having the effect of avoiding any fees due to Tradeber, or otherwise intended to violate these Terms, including without limitation, altering the item's price after a sale, misrepresenting the item's location, or using another merchant's account without permission.

4.4 Nonconformity, Defects or Other Issues with Items:

You are also responsible for any nonconformity or defect in, or any recall (public or private, voluntary or mandatory) of, as well as any other safety concerns related to, the items you list for sale. You will notify Tradeber as soon as you become aware of any recalls related to your items.

If we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to Tradeber, its users or other third parties, then Tradeber (at its sole discretion) may mitigate such risks, including, without limitation, by issuing customer refunds, issuing penalties, withholding, offsetting or retaining amounts otherwise due to you, suspending your account or taking any other actions Tradeber deems appropriate for so long as Tradeber (in its sole discretion) believes your items might pose continued risks to Tradeber, its customers or other third parties.

If you offer a product for sale through our Services that require a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide in your listing such warning in the manner compliant with applicable law, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required.

4.5 Other:

Tradeber generally aims for equal treatment of the Tradeber merchants. However, Tradeber might differentiate merchants that participate in the paid subscription fees. Privileged treatment may include eligibility to more Tradeber functions and discounts on fees charged by Tradeber.

5. Prohibited, Questionable and Infringing Items and Activities

You are solely responsible for your conduct and activities on or relating to the Services and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, products, items, listings, and links that you submit, post or display on the Services (collectively, “Content”).

Your Content, use of (or activity on) the Services, and products sold over the Services shall not:

·Be false, inaccurate or misleading;

·Be obscene or contain unwarranted pornography, nudity, or adult material;

·Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

·Contain images that are not part of a product listing;

·Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; such prohibited behavior includes (without limitation): 1) selling or displaying items portraying the likeness of a celebrity (including portraits, pictures, names, signatures and autographs); 2) selling or displaying items bearing a third-party brand or trademark that you are not authorized to display in such manner or 3) selling any pirated video or recording;

·List any item on Tradeber (or consummate any transaction), link directly or indirectly to, reference or contain descriptions of goods or services that (i) are prohibited under these Terms, Tradeber’s Terms of Use, the Merchant Policies, or are prohibited in any other policy documents as posted by Tradeber; (ii) are prohibited in any of the countries in which the items are offered for sale; or (iii) could cause Tradeber to violate any applicable law, statute, ordinance or regulation, or that violates this Terms or any document incorporated therein;

·Violate these Terms, the policies referenced herein, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

·Involve the sale of items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) or any other regulator that has jurisdiction in the countries in which the items are offered as hazardous to consumers and therefore subject to a recall;

·Be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Tradeber staff or other merchants), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;

·Decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services;

·“Crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services through any means;

·Violate the security of any computer network, or crack any passwords or security encryption codes;

·Modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with Tradeber;

·Post fraudulent, inaccurate or misleading reviews of merchants or items (and instead shall always disclose all information a reasonable shopper would want to know about your review, including whether you were provided any compensation or other benefit to write your review);

·Solicit business for, direct sales to, or promote any website, service, or entity outside of the Services; or

·Violate any export, import or trade control laws, regulations or orders applicable to the export, re-export, transfer, import, sale or use of Products sold under this Agreement (collectively, “Trade Control Laws”). Without limiting the foregoing, you shall not sell, transfer, export or re-export to, or otherwise provide Products under this Agreement, directly or indirectly, (i) to any country (or national or government thereof), state, territory, or region, that is subject to sanctions measures issued or adopted from time to time by U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) or any other applicable sanctions, including the sanctions laws of any other country with jurisdiction over Merchant (collectively, “Sanctions”); (ii) to any person to whom delivery is prohibited under Trade Control Laws or Sanctions, including, without limitation, to any person or entity identified on (A) the Denied Persons List as maintained by the U.S. Department of Commerce Bureau of Industry and Security or (B) the list of Specially Designated Nationals and Blocked Persons as maintained by OFAC, or (iii) for any end-use prohibited under Trade Control Laws or Sanctions, including, without limitation, for any missile, chemical weapons or nuclear end uses).

If Tradeber determines in its sole discretion, suspects, or is informed that you are selling goods or engaging in acts in violation of the foregoing prohibited activities (including, without limitation, selling goods that are counterfeit, illegal, or violate third-party rights) then, without limiting any of Tradeber’s rights under these Terms or at law, Tradeber may in its sole discretion suspend, freeze, terminate or restrict your selling privileges, issue penalties against you, cause payments to you to be withheld or forfeit or take any other actions as Tradeber may deem to be appropriate or as may be required by law.

6. Content

6.1 License:

You hereby grant Tradeber a royalty-free, non-exclusive, worldwide, perpetual, sublicensable (through multiple tiers), irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, excerpt, analyze, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner your Content in any medium or in any format and for any purpose, including, without limitation, for the advertising, marketing, or promotion of Tradeber or the Services. For the sake of clarity, nothing in the Terms will prevent or impair our right to use your Content without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

6.2 Reposting Content:

By posting Content on Tradeber, it is possible for an outside website or a third party to repost that Content. You agree to indemnify, defend and hold Tradeber harmless for any dispute relating to this use.

6.3 Business Data, Personal Data:

Wish collects and generates a variety of data in order to provide, market, and improve the Services.

6.3.1 Business Data:

Tradeber collects, generates, and stores a variety of data that is not personal data (“Business Data”). Business Data can include information about: merchants and their stores; merchant accounts; merchant activity, including fulfillment data (e.g., tracking data on packages), compliance with Tradeber policies, or those related to fulfillment, and Content; user interest in products described by listings, including purchases; and Merchant services providers.

Tradeber can access most Business Data and may permit its service providers to access certain Business Data to help provide the Services. Merchants can access detailed information regarding their accounts, stores and activity by logging into their Tradeber accounts. Merchants can access data regarding the stores or listings of other Merchants by registering a user account.

6.3.2 Personal Data:

Tradeber collects, generates, and stores a variety of personal data from individuals, including merchants and users. The Tradeber Privacy Policy describes in detail the personal data collected, the uses of such data, the manner in which it may be shared, and the choices individuals have about those personal data processing activities.

6.4 Protection of User Data:

When you use the Services, such as when you fulfill a purchase, you may obtain personal information from or about a Tradeber user (“User Data”). Your use of User Data shall comply with applicable data protection law, including without limitation California Consumer Privacy Act. Unless you obtain a valid consent from the individuals described by User Data, you shall only use User Data in connection with the corresponding transaction with such user (e.g. shipping and fulfillment) or as necessary to meet your statutory legal requirements, such as tax and reporting requirements. You shall employ reasonable and appropriate measures to safeguard User Data from misuse, loss, destruction or unauthorized access or use. You acknowledge and agree that if Tradeber determines in good faith that additional agreements are necessary for compliance with applicable data protection law, you will promptly review and accept such agreements or cease using the Services or applicable portions thereof.

Without limiting the foregoing, without express opt-in consent from the user, you shall not add any Tradeber user to your email or physical mail list, and shall not upload, access or use tracking technologies (such as browser cookies, web beacons or flash cookies) as part of any item listing. Tradeber does not assume any responsibilities for disputes between you and your customers for using customer information without authorization.

6.5 Your Personal Data & Business Data – Legal Requirements Protection of Tradeber & Others:

You acknowledge and agree that your own personal data will be collected and used as described in Tradeber's Privacy Policy. Tradeber reserves the right to access, read, preserve, and disclose any Business Data (including Content) or other information that Tradeber in good faith believes is necessary to comply with law or court order; respond to legal, regulatory, or commercial claims; enforce or apply Tradeber’s policies, guidelines or other agreements; or protect the rights, property, or safety of Tradeber, its employees, users, or others. In connection with your use of the Services, and subject to the above, you understand and agree that Tradeber may disclose certain information about you to suppliers, consumers, regulators or other third-parties, including without limitation your:

·Name

·Email Address

·Payment Method or Financial Account Information

·Shipping Address

·Phone Number

·Sales Information

·Tradeber identifications or usernames

7. Arbitration and Class Action Waiver

7.1 ARBITRATION:

PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION ("ARBITRATION AGREEMENT") CAREFULLY. IT REQUIRES YOU TO ARBITRATE MOST DISPUTES WITH TRADEBER AND MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

You and Tradeber each agree that any and all disputes or claims that have arisen, or may arise, between you and Tradeber (or any related third parties) that relate in any way to or arise out of this or previous versions of this Agreement, your use of or access to our Services, the actions of Tradeber or its agents, or any products or services sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration in the State of , rather than in court.

Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.

The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

7.1.1 PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF

YOU AND TRADEBER AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

UNLESS BOTH YOU AND TRADEBER AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

7.1.2 ARBITRATION PROCEDURES

The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules and the AAA’s Commercial Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate.

A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute ("Notice"). The Notice to Tradeber must be sent to Tradeber Inc., Attn: Legal Department, Re: Notice of Dispute, 2855 North Berkeley Lake Rd, Duluth, GA, 30096. Tradeber will send any Notice to you to the physical address we have on file associated with your account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and complete all information on the Notice form, including a description of the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your account.

If you and Tradeber are unable to resolve the claims described in a valid Notice within 30 days after Tradeber receives that Notice, you or Tradeber may initiate arbitration proceedings.

Where no disclosed claims or counterclaims exceed $25,000, the dispute shall be resolved by the submission of documents only, subject to the arbitrator's discretion to require a non-person hearing if the circumstances warrant. In cases where an in-person hearing is held, you and/or Tradeber may attend by telephone, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

7.1.3 COST OF ARBITRATION

You and Tradeber shall each bear 50% of all fees and expenses of the AAA and the arbitrator except as otherwise provided by the Commercial Rules (or, if applicable, the Consumer Arbitration Rules).

7.1.4 SEVERABILITY

If an arbitrator decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.

7.2 JURY TRIAL WAIVER

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND TRADEBER KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND ABSOLUTELY WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ANY AND ALL DISPUTES. THIS JURY TRIAL WAIVER IS INTENTIONALLY MADE AS YOU AND TRADEBER WOULD PREFER TO RESOLVE ALL DISPUTES AS PROVIDED BY THIS SECTION 7 (ARBITRATION). THIS JURY TRIAL WAIVER IS A MATERIAL INDUCEMENT TO ENTERING INTO THIS AGREEMENT. FURTHERMORE, YOU AND TRADEBER KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND ABSOLUTELY WAIVE ALL RIGHTS TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER FORM OF JOINT DISPUTE RESOLUTION WITH OTHER PARTIES.

8. Tradeber's Intellectual Property

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, user submissions, and so forth are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in such content you access through the Services, and you won’t use, copy, reproduce, modify, create derivative works from, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content or (ii) in a way that violates someone else’s (including Tradeber’s) rights.

9. Access and Interference

Much of the information on Tradeber is updated on a real-time basis and is proprietary or is licensed to Tradeber by Tradeber's merchants or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access Tradeber for any purpose whatsoever, except to the extent expressly permitted by and in compliance with these Terms without Tradeber's prior express written permission. Additionally, you agree that you will not:

·Take any action that imposes, or may impose, in Tradeber's sole discretion, an unreasonable or disproportionately large load on Tradeber's infrastructure; or

·Interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services.

10. Breach

Without limiting any other remedies, Tradeber may, without notice, and without refunding any fees, delay or immediately remove Content, warn Tradeber's community of your actions, issue a warning to you, restrict your selling privileges, prohibit your access to the Services, temporarily or indefinitely suspend or freeze your account privileges, terminate your account, issue penalties against you, cause payments to you to be withheld or forfeit, take any other actions as may be required by law, and/or take technical and legal steps to keep you off the Services if:

·You breach these Terms (including, without limitation, any terms or policies incorporated herein);

·Tradeber is unable to verify or authenticate any of your personal information or Content;

·Tradeber believes that you are acting inconsistently with the letter or spirit of Tradeber's policies, have engaged in improper or fraudulent activity in connection with Tradeber, or your actions may cause legal liability or financial loss to Tradeber or other merchants using the Services;

·Your account remains unconfirmed;

·Tradeber determines that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to substantially violate our policies or this Agreement;

·Tradeber determines that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to Tradeber, its users or other third parties; or

·Tradeber determines, suspects, or is informed that you are selling goods or engaging in acts in violation of the prohibited activities defined below under Section 5 of this Agreement (including, without limitation, selling goods that are counterfeit, illegal, or violate third-party rights).

11. Warranty Disclaimer

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, TRADEBER (FOR ITSELF AND ITS AFFILIATES AND LICENSORS) EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM TRADEBER SHALL CREATE ANY WARRANTY.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRADEBER IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM ANY MATERIALS YOU ACCESS OR DOWNLOAD FROM THE SERVICES.

IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12. Liability Limit

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, WARRANTY, STRICT LIABILITY, OR OTHERWISE) SHALL TRADEBER (OR ITS AFFILIATES OR LICENSORS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF TRADEBER, ITS AFFILIATES OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.

THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT TRADEBER SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE SERVICES.

[UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT TRADEBER IS LIABLE TO YOU EXCEED THE FEES PAID TO YOU BY TRADEBER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.]

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TRADEBER AND YOU.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU DESPITE THE “GOVERNING LAW” SECTION OF THESE TERMS, THE ABOVE APPLIES ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13. Indemnity

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU RELEASE US AND AGREE TO INDEMNIFY, DEFEND AND HOLD TRADEBER, ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR IN ANY WAY RELATED (A) YOUR ACTUAL OR ALLEGED BREACH OF ANY OBLIGATIONS IN THIS AGREEMENT; (B) YOUR PRODUCTS, SERVICES OR CONTENT, INCLUDING, WITHOUT LIMITATION, ANY ACTUAL OR ALLEGED INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS, VIOLATION OF ANY PRIVACY RIGHT OR THIRD-PARTY AGREEMENT, VIOLATION OF ANY APPLICABLE LAWS, RULES, OR REGULATIONS, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE RELATED THERETO; (C) YOUR USE OF THE SERVICES (INCLUDING ANY ACTIONS TAKEN BY A THIRD PARTY USING YOUR ACCOUNT); AND (D) YOUR TAXES (AS DEFINED BELOW). YOU WILL USE COUNSEL REASONABLY SATISFACTORY TO US TO DEFEND EACH INDEMNIFIED CLAIM. IF AT ANY TIME WE REASONABLY DETERMINE THAT ANY INDEMNIFIED CLAIM MIGHT ADVERSELY AFFECT US, WE MAY TAKE CONTROL OF THE DEFENSE AT OUR EXPENSE. YOU MAY NOT CONSENT TO THE ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT OF A CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value-added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with your use of the Services, any advertisement, offer or sale of products, services or Content by you on or through or in connection with the Services. This defined term also means any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by Tradeber or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of products, services or Content and other materials owned by you and stored by Tradeber, shipping, or other actions by Tradeber. “Your Taxes,” however, does not include any taxes collected and remitted by Tradeber as disclosed in the Tax Policy.

14. Insurance

If requested by Tradeber, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term general commercial, umbrella or excess liability insurance with the limits per occurrence and in aggregate requested by us covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Tradeber and its Affiliates and assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage.

15. Taxes; Legal Compliance

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of your Taxes, except to the extent that Tradeber chooses or is required to calculate, collect, and remit taxes according to applicable law.

Notwithstanding or limiting in any way the foregoing, you shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of any Service and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Tradeber may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

If you sell to buyers in the US, some jurisdictions may require you to collect applicable Internet Sales Tax on your transactions. As of January 1, 2021 a total of 44 jurisdictions require the collection of sales tax. In such cases, Tradeber collects and remits Internet Sales Tax on your behalf.

16. Customs Duty and Indirect Taxes

In an effort to remain compliant with respective consumer legislation, we strongly encourage you to maintain good standing with respect to customs and indirect taxes, where applicable.

Due to separate and applicable tax jurisdictions, purchases may be subject to specific sales, customs duty, goods and services taxes (GST) or value-added taxes (VAT), and the shipping time and associated cost may increase.

In an effort to maintain compliance with the U.S. or international tax law, Tradeber may require you to provide a valid indirect tax registration number to sell on our marketplace, and you may be required to remit indirect taxes as the result of conducting business. As a result, we strongly encourage you to consult your own tax experts and register for indirect taxes based on your acts and circumstances.

You agree that you are responsible for all indirect tax collection and payment among all parties of this agreement unless Tradeber chooses to collect and remit tax as disclosed in its Tax Policy.

17. Severability

If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of these Terms shall remain in full force and effect.

18. Survival

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any confidentiality obligations, any terms regarding Tradeber’s ownership or intellectual property rights or any terms regarding disputes between us. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.

19. Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

20. Confidentiality

During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain Tradeber's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other person or entity; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

21. Use of Tradeber Transaction Information

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Tradeber Transaction Information (defined below), except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information; (b) use any Tradeber Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a person or entity that has ordered your product, service or Content with the intent to collect any amounts in connection therewith or to influence that person or entity to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Tradeber user. In addition, you may only use tools and methods that we designate to communicate with Tradeber users regarding transactions, including for the purpose of scheduling, communicating, or canceling the fulfillment of products, services or Content.

“Tradeber Transaction Information” means, collectively, order information and any other data or information acquired by you or your Affiliates from Tradeber, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.

22. Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

23. Relationship of Parties

You and Tradeber are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on Tradeber’s behalf. This Agreement will not create an exclusive relationship between you and Tradeber. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Tradeber, you, and customers. As between you and Tradeber, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

24. Electronic Communications

You agree to receive communications from Tradeber electronically, such as emails, texts, mobile push notices, or notices and message on the Services, and to retain copies of these communications for your records. You agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that Tradeber provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.”

25. Assignment

You agree that Tradeber may assign all of its rights and duties under this Agreement to an Affiliate of Tradeber, and in such event, Tradeber will notify you of such assignment by email or other written notification. You may not assign any of your rights and duties under this Agreement to any other party without the prior express written consent of Tradeber.

26. Choice of Law

These Terms are governed by and will be construed under the laws of the State of Georgia, without regard to the conflicts of laws provisions thereof.

27. Suggestions and Other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us (collectively, “Submissions”), Tradeber will consider such Submissions to be non-confidential and non-proprietary. Tradeber shall have no obligations concerning the Submissions, and Tradeber will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing Submissions in any manner, without any restriction or compensation to you. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.