mercadoMKE, LLC Participant Agreement

The Marketplace Participant agreement contains the terms and conditions that dictate the Participating Business’ rights to access the marketplace, sell products on the marketplace and/or list their business services on the marketplace. This agreement is between the you (the participating business or “Participant”) and mercadoMKE (“Company”). By registering your business on the Marketplace, you agree to be bound by the terms of the mercadoMKE Participant Agreement.

This Agreement is effective from September 1, 2020 and continues until revoked by the Company.

1. Definitions

For the purpose of this Agreement, “the Company” refers to mercadoMKE, the mercadoMKE Marketplace website, and the mercadoMKE Apps, used interchangeably.

“The Marketplace” refers to the mercadoMKE website.

“You” or “Participant” means the business entity and/or business owner registering as a participant in the Marketplace.

“Law” will mean by any law, ordinance, statute, rule, regulation, order, license, permit, judgement, decision or other requirement, now or hereafter in effect, or any governmental authority of competent jurisdiction.

“Participant Content” shall mean any images, product information, and content including the product data produced by the Participant for mercadoMKE or its Affiliates for use on the Marketplace and otherwise made available to customers on the Marketplace.

“Taxe(s)” shall mean all taxes and fees, including sales, use and surcharge taxes, import or export duties, electronic waste recycling fees, and all other indirect taxes and fees.

2. Participant Onboarding

a) Participants needs to show proof of existing business operation to be listed on the Marketplace. Participants who are eligible to conduct ecommerce on the Marketplace will be required to provide their EIN and their Wisconsin Seller’s Permit as proof of being able to conduct operations.

b) Participant begins onboarding by creating and opening an account on the mercadoMKE (Company) Marketplace with the aid of the Marketplace team. The Participant is required to upload Participant Content on their online store in order to be featured on the Marketplace. The Participant is responsible for preparing the store to go live on the Marketplace. Technical assistance and e-commerce advisement is available to the Participant from the Marketplace team.

3. Participant’s Content License Grant

a) By entering into this Agreement and listing products, Participant grants the Company and its Affiliates a royalty-free, non-exclusive, sublicensable, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, commercially, or non-commercially exploit in any manner, incorporate into other works, and distribute the Participant’s Content throughout the Marketplace and all the Company and all Affiliate properties.

b) The Participant grants the Company and its Affiliates a royalty free, non-exclusive, non-transferable license to publish, use, reproduce, distribute, transmit, and display Participant’s name, trademarks, service marks, and logos during the term in connection with or for promotion of the Marketplace and the Participant.

4. Participant Product Information and Content

a) Participant agrees and warrants that all Participant Content is accurate, truthful, and not deceptive. The Participant agrees that the Participant Content will not violate intellectual property rights of any third party, including copyrights, patents, trademarks, or other proprietary rights. The Participant agrees that the Participant Content will not violate any applicable Laws and will not be unlawfully threatening or harassing. The Participant agrees that the Participant Content will not be a liable for the Company and its Affiliates.

b) Participant agrees not to offer or sell stolen products, replicas of products, counterfeit products, or unauthorized products. Participant agrees not to offer or sell Products that violate intellectual property rights, including copyrights, patents, trademarks, or other proprietary rights. Participant agrees to not offer or sell Products that Participant has no full right and authority to sell. Participant agrees to not offer or sell Products that violate any Laws or were manufactured or prepared violating any Laws. Participant agrees to not offer or sell Products that are obscene. Participant agrees to not offer or sell Products that are potentially dangerous or present potential danger for the well-being of Consumers. Participant agrees to not offer or sell Products that create a liability for the Company and its Affiliates.

c) Participant agrees and warrants that all products that bear an official brand or logo listed on the Marketplace are sold directly by the brand owner or an authorized reseller. Participant is responsible

for ensuring products are authentic and authorized for sale. Participant is responsible for ensuring that products are not stolen, counterfeited, replicas, unauthorized copies, illegal or misbranded.

d) If Participant fails to conform to any of these standards, the Company will have the full discretion to remove Participant content from the Marketplace and/or remove the Participant and their account from the Marketplace.

5. Fees and Commissions related to E-commerce

a) The Participant must agree to using the Company’s selected processing partner’s as the e-commerce transaction processor and agree to the commission charged by the partner at the rates negotiated by the Company. The Participant agrees that the fees will be included in the price of the product as determined by the Participant and not added to the price of the product. The Participant recognizes that charges to them include the cost of processing the transaction with no additional costs. The Participant will maintain a minimum purchase price of ten dollars per item for the storefront.

b) The Participant appoints the Company as the agent for accepting and processing payments through its selected processing partner from the purchaser on the Participant’s behalf. The Participant acknowledges that the Company will receive payments on the Participant’s behalf and transfer payments for the transactions as completed by or up to the end of the banking business day on a daily basis to the Participant’s designated account. The Participant is subject to and accepts the terms and conditions of the payment gateway processor. The Participant acknowledges that they will treat the purchaser as if the Participant has received the funds directly once the Company receives the funds. The Participant will not seek payment from the purchaser either directly or indirectly.

7. Order Processing, Fulfillment and Shipping

a) The Participant is responsible for fulfilling orders based on information provided by the Company and the Marketplace regarding customers purchasing from the Participant’s Marketplace storefront. Customers purchasing products through the Marketplace will use the Marketplace’s checkout system. The Marketplace will produce the customer’s order information to the Participant to fulfill the order. The information provided to the Participant from the Marketplace will be determined by the Company as necessary to identify the purchaser, fulfill the order, ship products, and to provide customer service. The Marketplace will send receipt of order through automated email messages. The Marketplace will send order confirmation to the purchaser through automated email messages once Participant has acknowledged the order. The purchaser will receive the Participant’s contact information through the Marketplace automatically.

b) The Participant bears all risk and responsibility for costs related to fraud under all circumstances. The Participant will be responsible for all chargebacks related to products sold, product fulfillment, unauthorized transactions and product delivery.

c) The Participant will be solely responsible and bear all liability for fulfillment of the order including packaging and shipping products, securing shipping services and payment to shipper, and customer service. Participant agrees that only shipping services will be used that can provide tracking information on the shipment and proof of delivery. Participant agrees that ownership and risk of loss of the products ordered remains with Participant until the customer receives products from the Participant. If an order cannot be fulfilled, the Participant must immediately contact the customer. The Participant will only ship products that the customer ordered and will not include additional products or substitute products without the consent of the purchaser. Materials included in shipments to customers shall not promote other third-party Marketplaces or any business entity that is not a participant in the Marketplace.

d) The Marketplace will specify shipping options for all Participants and any limitations on shipping geography. The Participant will have a clear return policy as part of their Marketplace content if they are engaging in shipping of product. The Marketplace will set standard shipping fees by geography and add those fees to the transaction during the ordering process. The Participant will ship orders by placing items into the custody of the appropriate shipping entity within one business day or less following notification of the order. The Participant will provide notification of shipment to the customer through the Marketplace.

e) The Participant is responsible for notifying the customer of a fulfilled order for pick-up by changing status of order from pending to complete once order is ready for pick-up by the customer. The Participant is responsible for ensuring that each order is complete and all purchased Products are included before changing the status of the order from pending to complete. The Marketplace will send an automated email message to the customer after the Participant has changed this status.

7. Cancellations, returns, and refunds

f) Participant is responsible for processing customer cancellations, returns, and refunds as outlined and displayed on their content on the Marketplace. “Customer service policies” must be provided. The Participant must maintain a rating of 4 stars or higher out of 5 stars as rated by users of the Marketplace.

g) The Participant is responsible for accepting cancellations, returns and refunds as per their posted policy. The Participant must contact the Company within one business day of accepting a cancellation, return or refund and provide the Company with any information needed to process

refunds, reason for refund, and any special instructions. The Company will provide refunds whenever possible to the purchaser using the method of payment used by the purchaser. The Company will comply with the decision of the Participant and refund all product costs, taxes and fees collected to the purchaser.

9. Parity with Participant’s Sales Channels

a) The Participant will guarantee parity between products on the Marketplace with products on the Participant’s own e-commerce platform or in-person brick and mortar sales channels. The Participant ensures that the purchase price is comporable/competitive for consumers on the Marketplace as it is on the Participant’s other sales channels. The Participant ensures that the Participant’s customer service for Products is responsive and available to customers at an equal rate as it is on the Participant’s other sales channels.

10. Ownership and Use of Transaction Information

a) The Company will own all transaction information conducted on the Marketplace. The Participant is entitled to only use the transaction information related to and in accordance with this Agreement, the Marketplace’s Privacy Policy and the Law. The Participant will not share any transaction information with a third party unrelated to the Company and its Affiliates. The Participant cannot use the transaction information to perform marketing or promotional services without the consent of the Company. The Participant cannot contact a customer who has ordered a product through the Marketplace with the purpose of securing any additional or alternate purchases or payments.

11. Ratings and Reviews

a) The Marketplace uses a feedback feature that allows customers of the Participant to leave a rate and a review if they so chose to. The Company reserves the right to apply said ratings to the Participant’s overall performance. The Company will have no liability for the content or accuracy of ratings or reviews on behalf of the customers to the Participant. Participant will have no ownership in or license to use any rating or reviews posted on the Marketplace without written consent.

 

12. Taxes

a) The Participant is the taxpayer and the merchant of record and is required to comply with any and all applicable tax Law. Participant is liable for tax liabilities, including any associated penalties, fees, or interest.

b) The Participant is responsible for determining the amount of sales, use or other taxes owed from the sale of Products and will receive transaction and sales reports from the Company to aid them. The Participant is responsible for reporting and remitting any taxes required by Law. The Participant represents and warrants that it will keep the information to collect and remit taxes in Wisconsin updated and report and remit taxes collected on the Participants behalf by the Marketplace. The

Participant must maintain accurate accounting records to show the remittance of the taxes collected to the Company.

c) If Participant fails to conform to any of the above or show proof upon request, the Company will have the full discretion to suspend Participant from the Marketplace and/or permanently remove the Participant and their account from the Marketplace.

 

13. Agreement to mercadoMKE’s Terms and Conditions and Privacy Policy

The Marketplace Participant Agreement is in addition to the Marketplace’s Terms and Conditions and Privacy Policy posted on the Marketplace. By entering this Agreement, the Participant agrees to accept the Terms and Conditions and Privacy Policy on the mercadoMKE Marketplace. mercadoMKE may update or modify the Terms and Conditions and Privacy Policy without explicit notice. Continued use of the Marketplace as a participant will be presumed acceptance of any modification to the Terms and Conditions and Privacy Policy.