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Platform Commission Fee (subject to change upon notice):Vendor will be charged a Platform Commission Fee on any sale of Vendor's merchandise through the Company's website or mobile application ("Vendor Transactions"). Unless otherwise agreed in writing or under a promotional program offered by the Company, the Platform Commission Fee shall be a flat rate of 15% for Wholesale sales and 30% for Retail sales of the total order amount of each sale.

Dropshipping Commission (subject to change upon notice): Vendor shall be entitled to a Dropshipping Commission on any sales of Vendor's merchandise through the dropshipping website or mobile application provided by the Company ("Vendor Transactions"). The Dropshipping Commission shall be 10% to 15% of the total order amount of each sale, subject to the applicable program terms.

The Company reserves the right to change the Platform Commission Fee / Dropshipping Commission at any time without prior notice. In the event that any changes to the Platform Commission Fee / Dropshipping Commission are made, the revised Platform Commission Fee / Dropshipping Commission shall be posted on the Backend Portal immediately. However, advanced notice will not be provided for changes regarding temporary promotions or changes that result in the reduction of Platform Commission Fee / Dropshipping Commission

The prices under the headings “Mandatory Service Fees” and “Optional Service Fees” listed below are subject to change at any time without any courtesy notification. Services fees listed only apply after an account has been registered and opened.
Service Fees:
a. Storefront Name Change (DBA change): $500 Vendor shall pay $500 for an update fee when Vendor changes its Brand Name or renews its design of its Brand Name after this Agreement has been signed. A Brand Name can only be changed with proof that the Vendor’s corporate/entity name or its DBA name has been legally changed. Please also note that it is Vendor’s responsibility to notify OrangeShine.com in case of any corporate/entity name change and/or DBA name change. Payments from OrangeShine.com will be payable to the Vendor’s legal or DBA name. Accordingly, and notwithstanding anything to the contrary in this Section 3, the Storefront Name Change fee is not optional if Vendor changes its corporate/entity name and/or its DBA name.

b. Over-upload fee: $2 per product over the limit of 10,000 active products per month. A vendor is only allowed to have 10,000 active products per month. If a vendor goes over this limit on a monthly basis, there will be a $2 fee per product for each product that is over the 10,000 active product limit per month. The vendor needs to ensure that the number of active products are below 10,000 monthly. Also, a vendor is limited to 1,000 uploads per month. If the vendor goes over this limit per month, there will be a $2 fee that will be charged per upload over the 1,000 upload limit.
Optional Service Fees:
Vendors may opt to request the following optional (add-on) services at any time during the term of this Agreement. These fees are only charged if the vendor chooses to use each service:

• Logo, Profile or Ad Space Artwork Design/Redesign: $200/$400
• Additional Training or Consulting Session Fee: $150

Payments for such service fees may be deducted from Vendor’s Bank account, future payments owed or other funds held by the Company, or may be requested to be paid by separate invoice. Payments on invoices are due one week from their issuance and must be made by check. Vendor acknowledges that overdue or late payments will cause the Company to incur certain costs and expenses not 2 contemplated under this Agreement, the exact amount of which is extremely difficult or impractical to fix. Therefore, if any payment or any portion thereof is not received by the Company within 10 days of the date the payment is due, Vendor shall immediately pay to the Company a late charge equal to nine percent (9%) of the unpaid amount. Vendor and the Company agree that the foregoing late charge represents reasonable estimates of costs and expenses incurred by the Company and are fair compensation to the Company for its loss suffered by such late payment by Vendor.
In addition to the above, any amount due from Vendor to the Company under this Agreement not paid when due shall bear interest from the date when the same is payable until the same shall be paid at a rate of interest equal to 1.5% per month or the maximum amount allowed by law, whichever is greater.

Vendor agrees to maintain parity between the Company and Vendor’s other e-commerce listings by informing the Company of any e-commerce listings Vendor has and ensuring that Vendor’s listings on the Company’s Sites and mobile application (collectively, also referred to as the “Sites”) are at least as favorable as the most favorable terms and prices upon the e-commerce listings that Vendor’s merchandise are offered or sold.
It is understood that the Company is relying on Vendor’s assurance on maintaining parity, and Vendor’s breach will result in serious losses to the Company. Vender and the Company acknowledge that the amount of the losses resulting from such breach is and will be difficult to determine. It is agreed, therefore, that upon a breach of this Section by Vendor, Vendor shall pay to the Company, as liquidated damages to compensate for such losses, $1,000 in cash per occurrence. The damages here liquidated are confined to losses resulting from Vendor's breach of this Section, and shall not affect such other rights and remedies as the Company may have under this Agreement or applicable law. The liquidated damages may be waived if Vendor revises its terms and prices within 48 hours of notification by the Company to comply with this Section.

7.1. Limitation of Liability for Vendor’s Merchandise:
The Company does not manufacture, store, or inspect any of the items sold through its sites. The merchandise sold on the sites are produced, listed, and sold directly by Vendors. As such, the Company cannot and does not make any warranties about their quality, safety, or even their legality. The Company will not take any responsibility for any damage and/or injury caused by Vendor’s merchandise, and Vendor releases the Company from any claims related to items sold through its site, including for defective items, misrepresentations by Vendor, or items that caused physical injury. The Company also does not take any responsibility for any of Vendor's merchandise design, its copyright, and/or trademark related issues.

7.2. Eligibility:
Use of the Sites and services are limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Sites or services. To register, Vendor must provide its legal name, address, phone number, and email address. Vendor represents and warrants that: (a) if Vendor is a business entity, Vendor is duly organized, validly existing and in good standing under the laws of the state and country in which Vendor’s business is registered and that Vendor is registering for the services within such state and country; (b) Vendor has all requisite rights, power and authority to enter into this Agreement and perform its obligations hereunder; (c) any information provided or made available by Vendor or Vendor’s affiliates to the Company or its affiliates are at all times accurate and complete; (d) Vendor is not subject to sanctions or is otherwise designated on any list of prohibited or restricted parties (or is owned or controlled by such a party), including but not limited to lists maintained by the U.S. Government and the United Nations Security Council; and (e) Vendor will comply with all applicable laws in Vendor’s performance of its obligations under this Agreement.

7.3. Vendor’s Fees and Payment Terms:
All commissions, fees and payment terms for the Company’s Sites and services are subject to change anytime with or without notification. The commission rates, fee schedule and payment terms in effect on the date of sale of the item shall govern the transaction. It is Vendor’s obligation to check the commissions, fees and terms in this Agreement and on the Sites each time it uses the Company’s Sites or services. All fees in this Agreement and on the Sites are in US Dollars and are payable upon demand by check.

7.4. Applicable Policies and Guidelines:
The Company may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to Vendor. Vendors should refer regularly to announcements, notification letters, and emails to understand the current policies and guidelines and to be sure that the merchandise offered for sale can be sold on the Sites. For each item of merchandise Vendor lists on the Sites, Vendor will provide to the Company shipping options. Vendor will provide to the Company (using the processes and timing that it designates) any requested information regarding shipment, tracking (to the extent available) and order status. The Company may make any of this information publicly available. This information shall be available for record via the Backend Portal in the announcement section. All shipping confirmations regarding merchandise Vendor sells to Buyers shall be sent to Buyers via the Backend Portal. If Vendor is unable to send the shipping confirmation via the Backend Portal when shipment occurs, then Vendor shall send the shipping confirmation to the Buyer in a format and manner the Company approves. In no event shall Vendor directly email a Buyer. If Vendor fails to track a shipment or an order is shipped in more than one shipment, Vendor will inform the Company (its pre-designated staff or employee members) in a timely manner that the order has been shipped or which portion of the order has been shipped using the Company’s Backend Portal. During the training session, direction to order processing will be provided. Accurate tracking number has to be inputted to avoid confusion, unnecessary labors, and to assist Buyers. If Vendor fails to provide an invoice number or tracking information within the time frame specified by Section 12 of this Agreement, The Company may in the Company’s sole discretion cancel (and/or direct Vendor to stop and/or cancel) any such transaction, and Vendor will stop and/or cancel any such transaction upon such request by the Company with written notification. Vendor will comply with any instructions for delivery guided by the Company’s brand support team.

7.5 Condition:
The Company is not responsible where the wrong item was delivered; the item was damaged, lost, or missing; or for price discrepancies. If Buyer notifies the Company of any missing or wrong items, damages, and/or price discrepancies, responsibility to properly resolve the issues closely following the Company’s policies listed on the Sites will fall on the Vendor. The Vendor must promptly respond and follow up to the Company’s requests (email, voicemail, phone call, etc.) regarding any returns, announcements, and inventory inquiries. Specifically, Vendor will be given 3 business days to respond or resolve any such issues raised by a Buyer. If Vendor refuses or fails to promptly communicate with the Company with a response to a Buyer’s inquiry, the Company may investigate the situation and provide the Buyer with appropriate answers and/or solutions to issues which may involve issues dealing with financial transactions, credits, and others. If the Company continues to experience communication issues with Vendor thereon, the Company may temporarily suspend Vendor’s account pending further review. The Company is not responsible for any financial losses resulting from Vendor’s failure to communicate or any other issue listed in this Section. Vendor may implement its own return policy that is broader than that required by the Company. If so, Vendor grants the Company the authority to enforce the policy.

• a. The Company’s Role. The Company provides a platform for vendors and buyers to negotiate and complete transactions. Vendors may list any item on the Sites unless the item is a prohibited item as defined in this Agreement; the terms, conditions, policies, or guidelines on the Sites; or otherwise prohibited by law. Without limitation, Vendor may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is up to the Vendor to accurately describe the item for sale. Vendor uses the Sites and the services at its own risk.

7.6 Direct Shipping:
Vendor is responsible for all aspects of merchandise delivery, including adequate packaging, tagging, labeling, and packing of all merchandise in compliance with standard specifications and all applicable laws. Unless otherwise agreed in writing, the goods shall be delivered to the Buyer assembled, completed, and ready for use, and the Buyer shall accept delivery of such goods or performance of any required services at the location designated on the order. Any orders are not complete until goods have been actually received and accepted by the Buyer.

• a. Terms and Conditions.Vendor will receive orders from OrangeShine.com Users (“User Orders”) via notices sent to the contact address the Vendor provides on the Backend Portal. Vendor shall process and fulfill User Orders in compliance with this Agreement, Vendor Training Acknowledgement Form, and all other the Company terms and conditions discussed during the vendor training and provided and made available by the Company to Vendor. In the event that a conflict or inconsistency exists between such terms and/or conditions, the terms and conditions of this Agreement shall govern and control.
• b. Overdue Orders. The Company has the right to cancel any orders that fail to ship within the appropriate shipping period indicated in Section 12 of this Agreement, regardless of the reasons for shipment failures. The Company shall hold no responsibility to compensate Vendor for any such canceled orders. It is the Vendor’s responsibility to monitor and ensure all orders and shipments are made within the given time frames indicated in Section 12 of this Agreement.
• c. Delivery Errors, Recalls, Non-conformities. Vendor is responsible for any non-delivery, delivery error, mistake, theft or act in connection with the fulfillment or delivery of their merchandise. Vendor is also responsible for any non-conformity, defect, recall, or safety alert regarding its merchandise, and is required to immediately alert the Company of any recalls or safety alerts related to its merchandise. Moreover, Vendor bears the risk of any fraud or loss, including but not limited to credit card fraud. If necessary, the Company will make reasonable efforts to help Vendor address any of the above issues.

7.7 The Transaction Processing (Payment Processing):
By registering for or using the Company as a service provider, Vendor authorizes the Company to act as Vendor’s agent for purposes of receiving, holding, and settling payments from the Buyer to Vendor, in connection with the Buyer’s obligation to Vendor, for merchandise provided by Vendor to the Buyer. The Company will settle payments by remitting funds received to Vendor’s designated bank account ("Vendor’s Account”), less any amounts owed to the Company in accordance with this Agreement. The Company can initiate credits to Vendor’s Account only on a Business Day, and a "Business Day" is a day from Monday through Friday, excluding federal 6 banking holidays. All Sales Proceeds will be held by the Company for 4 weeks from the date that Vendor ships the sold merchandise to the Buyer. Once the 4 weeks holding period ends, the Sales Proceeds, less any amount owed, will be identified as a “Receivable Payment” on the Backend Portal. Vendor may then request remittance of the “Receivable Payment” via direct deposit on the Backend Portal.
These deposits are NOT automatically made. Only the “Receivable Payment” that Vendor requests to be remitted will be deposited into Vendor’s Account. All “Receivable Payment” that Vendor fails to request to be remitted will continue to be held by the Company. All remittances are receivable through direct deposit. Vendor may request one direct deposit transaction per week. However, the amount for each direct deposit transaction must exceed $1,000. If Vendor wishes to receive more than one deposit in a week, Vendor must contact the Company’s accounting department and request for the additional deposit to be made. Direct deposits may take days to process, depending on the banking institution. All Sales Proceeds will be held in an account with the Company. The Sales Proceeds, less any amount owed, will represent an unsecured claim against the Company after the 4 weeks holding period expires. The Sales Proceeds are not insured by the Federal Deposit Insurance Corporation, nor does Vendor have any right or entitlement to collect the payments directly from any Buyer. Prior to disbursing funds to Vendor, the Company may combine Sales Proceeds held with the funds of other vendors. Vendor will not receive interest or any other earnings on any Sale Proceeds. The Company will not use any funds held on Vendor’s behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

• a. The Merchant Processing Fee and Platform Commission Fee (collectively the “Transaction Processing Service Fee” or “OS fee”) facilitate the purchase of Vendor’s items listed on the Sites. When a Buyer instructs the Company to pay Vendor, Vendor agrees that the Buyer authorizes and orders the Company to commit the Buyer's payment to Vendor (less any applicable commissions, fees or other amounts the Company may collect under this Agreement). Vendor agrees that Buyers satisfy their obligations to Vendor for Vendor’s Transactions when the Company receives the Sales Proceeds. The Company’s obligation to remit funds received by the Company on Vendor’s behalf is limited to funds that the Company has actually received less amounts owed to the Company, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement. Vendors must provide the Company true and accurate information when registering and must maintain and update that information as applicable. The Company may at any time require Vendor to provide any financial, business or personal information the Company requests to verify Vendor’s identity. Vendor will not impersonate any person or use a name Vendor is not legally authorized to use. Vendor authorizes the Company to verify Vendor’s information (including any updated information), to obtain credit reports about Vendor (initially for approval to use its services and from time to time thereon), and to obtain an initial credit authorization from Vendor’s credit card issuer at the time of registration.
• b. As a security measure, the Company and/or the Company’s affiliates may, but are not required to, impose transaction limits on some or all buyers and vendors relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. Neither the Company nor the Company’s affiliates will be liable to Vendor: (i) if the Company does not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by the Company or the Company’s affiliates for a security reason, including but not limited to improper use of login credentials or fraudulent activity by employees; or (ii) if the Company or the Company’s affiliates permit a Buyer to withdraw from a transaction because the transaction processing service (as described in this Section 7.7 and the rest of the Agreement) is unavailable following the commencement of a transaction.
• c. If the Company and/or the Company’s affiliates reasonably conclude based on information available to the Company or the Company’s affiliates that Vendor’s actions and/or performance in connection with the services may result in Buyer disputes, chargebacks or other claims, then the Company may, in the Company’s sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to Vendor in 7 connection with the services or this Agreement until the completion of any investigation(s) regarding any Vendor actions and/or performance in connection with this Agreement. The Company will not be liable to Vendor if the Company acts in accordance with the provisions of this Section.
• d. All notices and communications regarding this Agreement will be sent by email or will be posted on the Sites or by any other means then specified by the Company. The Company will send notices to Vendor at the email address maintained on the Company’s or the Company’s records for Vendor. Vendor will monitor the “Messages” tab on the Backend Portal daily and Vendor’s e-mail messages frequently to ensure awareness of any notices sent by the Company. It is also Vendor’s obligation to provide up-to-date and accurate email addresses.
• e. The Company may refuse service to anyone for any reason. The Company reserves the right to seek reimbursement from Vendor if the Company, in its sole discretion, decides to reimburse Buyer and provide a refund to Buyer if Vendor cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer’s credit card issuer for the amount of Buyer’s purchase from Vendor. The Company may obtain reimbursement of any amounts owed by Vendor to the Company or the Company by deducting from future payments owed to Vendor, reversing any credits to Vendor’s Account, charging Vendor’s credit card, or seeking such reimbursement from Vendor by any other lawful means. Vendor authorizes the Company to use any or all of the foregoing methods to seek reimbursement, including the debiting of Vendor’s Sales Proceeds or any other accounts or money held by the Company.
• f. The Company reserves the right, upon termination of this Agreement or Vendor’s use of the services, to set off against any payments owed to Vendor, an amount determined by the Company to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to Buyers in connection with Vendor’s Transactions from Vendor’s Account.
• g. If there is no activity (as determined by the Company) in connection with Vendor’s Account for the period of time set forth in applicable unclaimed property laws and the Company holds Sales Proceeds on Vendor’s behalf, the Company will notify Vendor by means designated by the Company and provide Vendor the option of keeping Vendor’s Payment Account open and maintaining the funds in Vendor’s payment account. If Vendor does not respond to the Company’s notice(s) within the time period the Company specifies, the Company will send the funds in Vendor’s payment account to Vendor’s last known state of residency, as determined by the Company based on the information in Vendor’s payment account. If the Company is unable to determine Vendor’s last known state of residency or Vendor’s payment account is associated with a foreign country, Vendor’s funds may be sent to the State of California.
• h. Vendor will be provided a limited amount of digital space for the term of this Agreement. Inactive images and data (e.g., regarding sold out merchandise) will not be kept longer than twelve (12) months. Any inactive images which have not been edited for twelve (12) months will be removed from the Sites. Any usage above the limit may result in additional fees as long as storage quota is exceeded, and the quota and limitation is subject to change anytime.

The Company reserves, in its sole and absolute discretion, the right to terminate this Agreement or Vendor’s right to use the Sites or any services under this Agreement at any time. Vendor’s access to the Backend Portal may be restricted if a violation or breach occurs, or if Vendor fails to pay off a balance on time. Vendor’s right to use the Sites and/or services may be permanently terminated if balances are not received by the due date. Vendor must inform the Company in writing at least 30 days in advance (with the Termination Agreement Form) should the Vendor decide to terminate this Agreement. Vendor is responsible for any commissions, fees and monies accrued up to and through the last day of service provided by the Company. Vendor is also responsible for any credit that Vendor issued that may be used to purchase merchandise from Vendor that Vendor promised or owed to any Buyer, and chargebacks and returns during and extending beyond the end of this Agreement. Vendor’s obligation to pay all monies owed to the Company survives the termination of this Agreement and additional charges such as late fees or interest, at the highest legally permissible rate on all amounts not paid when due until paid in full.

The Company reserves, in its sole discretion, the right to suspend Vendor’s access to the Site for any reason, including but not limited to: (i) the Company’s determination that there was a breach of the terms, conditions, policies, or guidelines provided in this Agreement or on the Sites; or (b) Vendor’s use of the Sites and/or any services poses a security risk to the Company, its Users, its systems, its customers, or any third party; or (c) Vendor is using the Sites for fraudulent or illegal activities; or (d) the Company’s provision of any aspect of its services to Vendor is prohibited by law; or (e) any legal matters involving Vendor.
Vendor’s access to the Company’s mobile application is limited and only valid for the duration of Vendor’s active account with the Company. Any services provided by the Company will be delisted and access to the Sites may be terminated by the Company once this Agreement is breached, canceled, or terminated.

The Company retains the right to determine and control the use of all content, lists, files, appearance, design, functionality and all other aspects within the Sites, including the Backend Portal,including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Sites and the services, as well as any other element, aspect, portion or feature thereof, from time to time. The Company also retains the right to delay or suspend a listing of, or to refuse to list, de-list, or to require Vendor not to list, any or all merchandise in the Company’s sole discretion. The Company may in the Company’s sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Vendor’s Transactions. Vendor will stop and/or cancel orders of its merchandise if the Company asks Vendor to do so (provided that if Vendor has transferred its merchandise to the applicable carrier or shipper, Vendor will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Vendor will refund any Buyer (in accordance with this Agreement) that has been charged for an order that the Company stops or cancels.

Vendor is obligated to sell the goods at the listed price to Buyers who meet the Vendor’s terms. By listing an item, Vendor represents and warrants to prospective Buyers that Vendor has the right and ability to sell, and that the listing is accurate, current, complete, and is not misleading or otherwise deceptive.
(a) Restricted Product Listings:
The Company does not allow product listings, product designs or portrayal of products that promote, incite, or glorify hate or violence towards any person or group, contain violent or offensive material that has no historical significance, hate or violence towards any person or group, intolerance based on race, religion, and sexual orientation, contain racially derogatory language or portray racially insensitive material, sexual or sexually offensive material, marketed to or targeted at kids or teenagers that are age-inappropriate, and products depicting children or characters resembling children in a sexually suggestive manner.
The Company reserves the right to exercise judgment on any listings that are deemed to be insensitive and reserves the right to determine the appropriateness of listings on its site, and remove any listing at any time without prior notification. Vendor acknowledges that violation of the Restricted Product Listings policies will result in the Company taking corrective actions, as appropriate, including but not limited to immediately suspending or terminating the Vendor’s seller privileges, termination of business relationship, and applicable fines and penalties.
Copyright Infringement Policy on Product Listings: Vendors and their subsidiaries must own or possess adequate rights or licenses to all designs, images and product listings on the Company. Vendors are strictly prohibited from using any trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, designs, and images that is not the exclusive property or right of the owner.Image Policy: Vendors are required and responsible for the product images that are used in all listings. Listing any images that is not the exclusive property or right of the owner is strictly prohibited and any violations or misuse of any copyrighted material will result in suspension and/or termination of your account. Vendor hereby agrees and acknowledges that any and all images shall be the exclusive' property of the vendor and that any misuse will result in forfeiting their right to sell on the Company.

Vendor is responsible for processing orders in a timely and proper manner. For sales orders regarding items considered “In Stock” or available for immediate shipment, it is highly recommended the items be shipped out no later than 48 hours upon receipt of the order. For sales orders regarding pre-order items, the items must be shipped out to the Buyer no later than 3 business days from the original date of availability. If any received purchase orders require adjustments, Vendor is responsible for performing those modifications accurately and immediately notify the Buyer of any modifications to the original order. Examples of adjustments include, but are not limited to: change of price, quantity, style number, addition or removal of styles, or any other modifications to the substance of the received order.
Vendor is responsible to ensure that shipped P.O.s match the actual goods shipped. Multiple reports of overcharging or knowingly replacing styles without consent of the buyer may lead to suspension of the account and Vendor’s right to use the Sites and services.
It is understood that the Company is relying on Vendor’s assurance on processing orders in a timely and proper manner, and Vendor’s breach will result in serious losses to the Company. Vender and the Company acknowledge that the amount of the losses resulting from such breach is and will be difficult to determine. It is agreed, therefore, that in the event that Vendor overcharges or knowingly replaces styles without the consent of the Buyer, the Company reserves the right to refund the Buyer in full for any changes made without the Buyer’s consent. The Company reserves the right to suspend the account without notification in any instances of Vendor’s breach of contract. The damages here liquidated are confined to losses resulting from Vendor's breach of this Section, and shall not affect such other rights and remedies as the Company may have under this Agreement or applicable law.

The Company retains ownership of all intellectual property whether preliminary or final including original artwork, advertising materials, media files, digital files, photography, profile image, and any image on the Sites and the Backend Portal that are published and hosted by the Company, with the exception of the original contents owned and submitted by Vendor, including original artworks, logos, photography, and brand names (“Vendor’s Contents”). Notwithstanding the rights, licenses, and authorizations Vendor grants to the Company pursuant to Section 21 and throughout the Agreement, Vendor shall retain ownership of Vendor’s Contents.

By entering into this Agreement and posting a listing for sale, Vendor agrees to complete the transaction as described in this Agreement. Vendor acknowledges that by not fulfilling these obligations, its action or inaction may be legally actionable.

Vendor’s password may be used only to access the Backend Portal, the Sites, use the services, manage its mobile application, electronically sign Vendor’s Transactions, and review Vendor’s completed transactions. Vendor is solely responsible for maintaining the security of its password. Vendor may not disclose its password to any third party (other than third parties authorized by Vendor to use its account) and are solely responsible for any use of or action taken under Vendor’s password on the Site. If Vendor’s password is compromised, it is Vendor’s responsibility to change the password.

The Sites and the services are used at Vendor’s own risk, and are provided on an "as is" and “as available” basis. The Company; its parent, subsidiaries, and affiliates; and its officers, directors, agents, and employees disclaim and do not make any other representations or warranties of any kind, express or implied, including without limitation:

• a. The implied warranties of merchantabilxwity, fitness for a particular purpose, title, and non-infringement;
• b. That the Sites or the services will meet vendor’s requirements or expectations, will always be available, accessible, uninterrupted, timely, secure, or operate without error, or will be free of viruses or other harmful materials, or operate without error;
• c. That the information, content, materials, or merchandise included on the site will be as represented by Vendors, available for sale at the time of fixed price sale, lawful to sell, or that Vendors or Buyers will perform as promised;
• d. Any implied warranty arising from course of dealing or usage of trade;or
• e. e. Any obligation, liability, right, claim, or remedy in tort, whether or not arising from the negligence of the Company.

To the full extent permissible under applicable law, the Company disclaims any and all such warranties.

Vendor and the Company agree that any legal claim or dispute that may arise between the parties and/or between the parties and third parties that directly or indirectly arise out of or relate to (a) this or previous versions of this Agreement, (b) Vendor’s use of the Sites and services, (c) the actions of the Company or its agents, or (d) any merchandise sold or purchased through the Sites will be resolved in accordance with the provisions set forth below.
Copyright Disputes
Copyright Infringement:Vendors and their subsidiaries must own or possess adequate rights or licenses to all designs, images and product listings on the Company. Vendors are strictly prohibited from using any trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, designs, and images that are not the exclusive property or right of the owner.
Image Policy: Vendors are required and responsible for the product images that are used in all listings. Listing any images that are not the exclusive property or right of the owner is strictly prohibited and any violations or misuse of any copyrighted material will result in suspension and/or termination of your account. Vendor hereby agrees and acknowledges that any and all images shall be the exclusive property of the Vendor and that any misuse will result in forfeiting their right to sell on the Company.
Vendor hereby affirms and agrees that the Company shall not at any point be held liable for violations of any copyright, patent, or trademark made against the vendor’s products, designs, or images used on the Company.

• a.Governing Law: Unless inconsistent with or preempted by federal law, the laws of the State of California, U.S.A. shall govern.
• b.Arbitration Agreement: The parties agree that any and all disputes or claims that may arise between the parties and/or between the parties and third parties that directly or indirectly arise out of or relate to
  (a) this or previous versions of this Agreement, (b) Vendor’s use of the Sites or services, (c) the actions of the Company or its agents, or (d) any merchandise sold or purchased through the Sites shall be resolved exclusively through final and binding arbitration.The parties understand that by agreeing to these terms, the parties are each waiving the right to trial by jury or to participate in a class action or class arbitration. This arbitration agreement does not prevent each party from bringing claims against each other in small claims court on an individual basis. The parties agree that they may only bring claims against each other on an individual basis and not as a class or representative action. Moreover, the arbitrator may not consolidate or join any claims and may only award recovery on an individual basis. The arbitration will be administered by ADR Services, Inc. under a sole arbitrator. ADR Services, Inc.’s rules will govern and are deemed to be incorporated by reference into this section. Judgment on the arbitration award may be entered in any court that has jurisdiction. In the event of any lawsuit, arbitration, or proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover attorneys’ fees, experts’ fees, and costs incurred in connection with such lawsuit, arbitration, or proceeding, including appeal therefrom.
• c.Venue: In the event that the arbitration agreement above is found not to apply to a particular claim or dispute, the claim or dispute shall be resolved in the state or federal courts in Los Angeles County, California, U.S.A.
• d. Force Majeure: The Company will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events, or other matters beyond its reasonable control.

Vendor releases the Company from any claims, demands, or damages arising out of disputes with its Buyers or other Vendors. Because the Company is not the Vendors’ agent (except for the limited purpose described in Section 7.7) or the Buyers’ agent for any purpose, the Company will not act as either party's agent when a dispute arises between Vendor and Buyer/other vendor. The Company urges Vendors and Buyers to cooperate with each other to resolve such disputes.
a. Indemnity and Defense
You will defend, indemnify and hold harmless OrangeShine.com and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; or (ii) your own website, own App or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

By entering into this Agreement and listing a merchandise on the Sites, Vendor grants the Company a royalty free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content Vendor submits to the Company and its affiliates, and to sublicense the foregoing rights to the Company’s affiliates and operators of any websites or other online point of presence (other than the Sites) through which the Sites or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that the Company will not alter any of Vendor’s trademarks (i.e., Vendor’s trademarks that it provides to the Company in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by Vendor (except to resize trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with Vendor’s removal requests as to specific uses of Vendor’s trademarks (provided Vendor is unable to do so using standard functionality made available to Vendor via the Sites); provided further, however, that nothing in this Agreement will prevent or impair the Company’s right to use without Vendor’s consent the content and any other materials provided by Vendor, to the extent that such use is allowable without a license from Vendor or its affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). Vendor represents and warrants that it owns or otherwise controls all of the rights to the content Vendor submits to the Company and its affiliates, and that the use of such materials by the Company and its affiliates will not infringe upon or violate the rights of any third party. For clarification, if OrangeShine receives notification from a third party making a claim of any kind against the Site, the App and/or OrangeShine due to your posted content that you do not own nor have permission to use, you shall indemnify, hold harmless and defend OrangeShine as described in Section 19(a) above.Vendor waives its right to enforce against the Company its intellectual property rights for the Company’s usage of the content submitted by Vendor as described herein. Vendor represents and warrants that it has all requisite right, power, and authority to grant the rights, licenses, and authorizations in this Section and throughout the Agreement.

Vendor is responsible for resolving all user-service issues arising from, or in connection with, Vendor’s promotions, sales, order fulfillment and/or delivery of any merchandise on and through the Sites. Users who contact the Company with any user-service issues related to Vendor’s merchandise sold will be directed to contact Vendor via the contact information provided on Vendor’s Backend Portal. Vendor will be given 3 business days to respond or resolve the issue. Should Vendor fail to respond to such related issues or requests within 3 business days, then Vendor acknowledges that the Company is given permission and authority to resolve the issue and that the Company may take actions necessary to ensure compliance—which may include suspending Vendor's access to the Sites, including its Backend Portal.

The Company does not take responsibility for any mishap on orders that get shipped out by vendors who refuse to process orders through the formal procedure of order processing features provided by the Company’s Backend Portal. The Company is not responsible for any financial obligations for chargeback claims and/or shipped out orders without payment. All refunds shall be issued through the Company. Any amount refunded back to a Buyer will be deducted from the Vendor’s available balance, future payments owed, or any other funds held by the Company. Alternatively, the Company may invoice Vendor for such amounts. All chargebacks are subject to a $25 fee depending on the reason for the dispute. The Company will consider the allocation code provided by the Buyer’s banking institution when assessing the reason for the dispute. In the event the Company notifies Vendor of a Buyer’s chargeback or refund request due to non-delivery, or other related transaction disputes, Vendor must present the Company with all pertinent information regarding the chargeback notification within five (5) business days of receiving the notice. The included information could be, but not limited to: proof of delivery; the applicable order number; and a description of the merchandise in question. The Company will provide all necessary information to the bank that orders the chargeback or refund and will notify Vendor with the following result. If a chargeback occurs, upon notification by the credit card merchant service, the Company will deduct the amount of the chargeback from Vendor’s available balance, future payments owed, or other funds held by the Company. Alternatively, the Company may invoice the Vendor for such an amount.

All risk of loss or damage to any merchandise shall remain with the Vendor. The Company shall not have title to or be deemed the legal owner of the merchandise at any time under the terms of this Agreement. At no time will this Agreement or the terms, conditions, policies, or guidelines on the Sites create any liability or responsibility to the Company regarding delays, damages, or losses during shipment.

As between Vendor and the Company, Vendor will be responsible for the reporting and payment of any and all taxes arising out of or related to the sale of Vendor’s merchandise through the Sites. Vendor hereby agrees and acknowledges that the Company will be providing the 1099-K form if and when Vendor’s sales amount exceeds over $20,000 in dollar amount and/or 200 counts of orders for end-of-year tax filings.
Vendor also agrees and acknowledges that the 1099-K form will be received as an electronic file which will be accessible/downloadable through the Backend Portal.

Vendor agrees not to share any information regarding this Agreement, including, but not limited to, any commissions, fees and charges set forth in this Agreement, without the written permission of the Company. Moreover, Vendor may obtain information related to the Company or its services that is not known to the general public ("Confidential Information"). All Confidential Information will remain the Company's exclusive property. Vendor will only use Confidential Information as is reasonably necessary for Vendor to use the services. Vendor will not disclose Confidential Information to any other person and will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. Vendor may not issue any press release or make any public statement related to the Site or services, or use the Company’s name, trademarks, or logo, in any way (including in promotional material) without the Company’s advance written permission, or misrepresent or embellish the relationship between the parties in any way. The provisions of this Section shall survive any termination or expiration of this Agreement.

The term of this Agreement will start on the date that Vendor has executed this Agreement and has completed all registrations for use of the Sites and services, and shall continue until terminated by either party. Pursuant to Section 8, the Company may terminate this Agreement or any service at any time and for any reason upon notice to Vendor, and Vendor may terminate this Agreement by following the procedures set out in Section 8. All terms and provisions of this Agreement that expressly survive termination or by their nature should survive termination, shall survive any such termination or expiration of this Agreement.

Vendor will not, and will cause Vendor’s affiliates not to, directly or indirectly: (a) disclose any Transaction Information as defined below (except solely as necessary for Vendor to perform its obligations under this Agreement if Vendor ensures that every recipient uses the information only for that purpose and complies with the restrictions applicable to Vendor related to that information); (b) use any Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with the Company’s or Vendor’s privacy policies or applicable law; (c) contact a person that has ordered Vendor’s product with the intent to collect any amounts in connection therewith or to influence that person to make an alternative transaction; (d) disparage the Company, its affiliates, or any of their or its respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an OrangeShine.com User. In addition, Vendor may only use tools and methods that the Company designates to communicate with Users regarding Vendor’s Transactions, including for the purpose of scheduling, communicating, or canceling the fulfillment of a transaction. The terms of this Section do not prevent Vendor from using other information that it acquires without reference to Transaction Information for any purpose, even if that information is identical to Transaction Information, provided that Vendor does not target communications on the basis of the intended recipient being an OrangeShine.com User. For the purpose of this Section, “Transaction Information” shall mean (i) order information or shipping information that the Company provides or makes available to Vendor based on orders for Vendor’s products made to the Company; and (ii) any other data or information acquired by Vendor or its affiliates from the Company, its affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties’ performance under this Agreement.

Business License: Vendor shall provide a valid business license and a DBA or Fictitious Business Name Statement, if applicable, at the time of signing this Agreement. It is Vendor’s responsibility to keep this Agreement during the duration of this Agreement. Failure to provide the accurate and valid business license shall permit the Company to immediately terminate this Agreement.

Vendor hereby certifies and warrants that it assumes full legal responsibility of any issues that may arise pertaining to the distribution, rights of usage, and/or ownership of the images submitted to the Site. Vendor authorizes the display of uploaded photography on the Site and agrees that these images will be made available for viewing and download by OrangeShine.com Users.

Vendor agrees that the images will maintain certain consistency in sizes, brightness, and overall look or character. All images should be high quality (recommended image size will be provided -- e.g., 1114 x 1600), clear, sharp, and portray a truthful representation of the product displayed. The Company reserves the right to remove images that may not comply with any of these requirements.

Vendor agrees that it is liable for any damages arising from the use of any of the images downloaded, uploaded, posted and distributed on the Site.

Vendor understands that permitting the Company to use, reproduction, distribution transmission, or display for the content and marks, and that the display of those marks shall not constitute an infringement upon any rights of a third party in any copyright, trade secret, trademark or service mark or be defamatory or violate any third party’s rights of publicity, privacy or personality; and the marks do not and will not contain any materials that are unlawful or harmful, including any materials that support, promote, or otherwise encourages wrongful conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international laws. Vendor understands that should there be any claim of infringement of intellectual property rights made by any third party on various information registered and/or used by Vendor, the Company may suspend the Vendor’s access to the Sites and services and suspend any sales until appropriate evidence is provided to prove the invalidity of such claim.

As stated above under Section 7.2, Vendor, and each person executing this Agreement on behalf of Vendor, hereby covenants and warrants that (a) If Vendor is a business entity, Vendor is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation; and (b) Vendor has full corporate, limited liability company, partnership, trust, association or other appropriate power and authority to enter into this Agreement and to perform all of Vendor’s obligations under the Agreement. Further, each and all persons signing this Agreement on behalf of Vendor below hereby covenant and warrant that he/she has full and complete authority to bind Vendor to each and every term of this Agreement.