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Terms and Conditions for Vendors

VENDOR TERMS AND CONDITIONS

Welcome to ShopnSafe’s internal website for vendors, where you can obtain information to assist with managing your relationship with ShopnSafe.com Services, Inc., and its affiliates (each and collectively, “ShopnSafe”, “we”, “us” or “our”). Any person or entity (“Vendor”, “you” or “your”) who wants to supply Products to ShopnSafe or access or use this website must accept these Vendor Terms and Conditions (“Agreement”) without change. BY REGISTERING FOR OR OTHERWISE USING THIS WEBSITE, YOU (1) ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE; AND (2) REPRESENT AND WARRANT THAT YOU ARE EXPRESSLY AUTHORIZED TO BIND VENDOR TO THIS AGREEMENT.

Registration/use of services: Registration is required to use ShopnSafe’s services. To register, the vendor must fill out the application form available on the ShopnSafe website. Upon registration, the vendor agrees to these General Terms and Conditions. The vendor can view the relevant GTC online before registering and can call up, store or print these at any time.

With his/her application, the vendor confirms that all his/her entered details are accurate, complete and truthful. The vendor undertakes to keep the information provided in his/her registration form up to date. If such information is found to be false, incorrect or out of date, ShopnSafe may block or discontinue the vendor’s access to ShopnSafe’s services.

Upon successfully completing the registration process, the e-mail provided by the vendor must be verified. To this end, an e-mail containing a link will be sent to the address provided, the receipt of which the vendor shall confirm by clicking on this link. After registration has been validated, the vendor’s account will be activated and he/she will be able to use ShopnSafe’s services.

The vendor is personally responsible for keeping his/her login data (login, password) private. Should an unauthorized third party gain knowledge of the vendor’s data, Shopnsafe must be notified immediately.

Registration and publishing the products are free of charge. Items sold on our store will be having a commission on the basis of the products on mutual agreement.

The vendor shall not be entitled to demand any authorization to use ShopnSafe’s services. ShopnSafe has the right to change or even discontinue the operation of its services at any time.

Purchase Orders and Pricing: This Agreement governs our purchase of Products from you. “Products” means all goods provided to ShopnSafe, including their packaging but excluding, if applicable, digital content that is intended for sale to customers and that is covered by separate agreements between you and us. We are not obligated to purchase Products, and you are not obligated to sell Products until you accept a purchase order (“PO”). You will not substitute Products or combine or consolidate POs without our consent. Terms specified in PO confirmations or other communications sent by you to us are not binding unless agreed to in writing by both parties. Documents that we sign acknowledging receipt of Products do not constitute acceptance of the Products. We may modify or cancel POs before you deliver Products to the carrier. The PO provides Product prices and payment terms and may include discounts or rebates. Purchasing terms, coop, allowances, discounts, rebates or other funding, to the extent not reflected in the PO, will be set forth in Program Policies, each of which is incorporated into this Agreement. Prices include any commissions and other charges unless otherwise noted. We’re not charging any

Product Images/Information: On an ongoing basis, you will provide us, free of charge, all current Product information, including electronic images and any Product information or warnings required by law to be disclosed in any sale or advertisement of the Product (“Product Information”). Product Information also includes any Product information collected by us from your website or otherwise made available to us by you (or by a third party at your direction). You grant us a non-exclusive, worldwide, perpetual, irrevocable and royalty-free license to (a) use, copy, display, perform and distribute the Product Information on or in connection with any online or offline point of presence, mobile application.

Representations, Warranties, and Covenants: You represent, warrant, and covenant on an ongoing basis that: (a) the Products are genuine and free from defects; (b) all materials and other items incorporated into the Products are new (not refurbished or reconditioned), unless you have received our prior written consent otherwise; (c) the Product Information, Product Safety Information, packaging, and labeling is true, accurate and complete; (d) the Products, Product Information, and our exercise of our license rights in this Agreement, will not violate any third party rights, including intellectual property rights; (e) you will comply with all applicable laws and rules relating to the Products (including obtaining and maintaining any permits or licenses required to manufacture, distribute, sell, export, import or otherwise deal in any Product), and the Products, Product Information, packaging, labeling, export, and import documentation (if applicable) will comply with all applicable laws and rules; (f) the Products may be lawfully marketed, stored, sold, distributed, and disposed of without restriction (e.g., no required disclosures, licenses, or registrations) other than any specific restrictions or prohibitions you disclose and we consent to in writing in advance of shipment to us, and you will notify ShopnSafe in writing of all customer requirements that are required under applicable law.

Product Returns; Effect of Remedies: Product Recalls and Safety Alerts: We may return or dispose of at your expense, and you will accept and reimburse us for, any Product (a) that is defective, (b) that does not conform to agreed specifications or to samples, (c) that is subject to recall or safety alert by a government authority or the Product’s manufacturer or distributor or that we otherwise reasonably determine poses a safety risk to customers, (d) that was not ordered in the applicable PO, (e) for which you fail to promptly provide Product Safety Information upon our reasonable request. You will cooperate with the return or disposal of any Products under this Section. Title and risk of loss for all Products returned under this Agreement will pass to you upon delivery by us to the carrier. Except to the extent we otherwise agree in writing, we may also return to you or dispose of any Product that is damaged; you will accept any such return and reimburse us for the Product and any cost of return or disposal. The payment of an invoice does not limit our remedies. You will provide us with immediate written notice of any Product recall or safety alert. You are responsible for costs we incur in a recall or safety alert and for providing any required notices, information, and documents to applicable authorities or that are otherwise necessary for carrying out the recall or safety alert.

Miscellaneous: (a) Taxes: You may charge and we will pay applicable federal, national, state or local sales or use taxes or value-added taxes that you are legally obligated to charge (“Taxes”), subject to your provision to us of an invoice that states such Taxes separately and meets the requirements for a valid tax invoice.

Revisions; Continued Use: We reserve the right to change any of the terms of this Agreement, including the terms of any materials incorporated herein (unless otherwise specified by us in such materials), at any time and in our sole discretion. Any changes will be effective upon the earlier to occur of: (a) emailing the revised terms, or notice of such changes, to you at your e-mail address; or (b) posting the revised terms on this website. You are responsible for reviewing any revised terms, and any notices of revisions. YOUR CONTINUED ACCEPTANCE OF PURCHASE ORDERS OR CONTINUED USE OF THIS WEBSITE FOLLOWING OUR E-MAILING OR POSTING OF ANY REVISED TERMS, OR ANY NOTICE OF ANY SUCH REVISIONS, WILL CONSTITUTE YOUR ACCEPTANCE OF THE REVISIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR THE PROGRAM POLICIES, YOU MUST STOP ACCEPTING PURCHASE ORDERS AND STOP USING THIS WEBSITE, AND GIVE US WRITTEN NOTICE.