Vendor Service Agreement

Last Updated: May 8, 2026 (v2026-05-08)

BY CHECKING THE BOX INDICATING YOUR ACCEPTANCE OF THIS SERVICE AGREEMENT ("AGREEMENT"), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM "VENDOR" WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE COMPANY SERVICE.

This Agreement, by and between Vendor and The Rooted Marketplace, operated by Rooted Together ("Company"), is effective as of the date Vendor clicks the box accepting this Agreement (the "Effective Date") and governs Vendor''s use of Company''s proprietary multi-vendor marketplace platform (the "Company Service"), which facilitates point-of-sale, ecommerce, and consumer transactions on behalf of independent vendors. Company reserves the right to change or modify portions of this Agreement at any time. If Company does so, it will post the changes, indicate the date of revision, and notify Vendor by email or other reasonable means. Continued use of the Company Service after the effective date of any change constitutes acceptance.

1. Access to Company Service

1.1 Access Grant. During the Term, Company will use commercially reasonable efforts to make the Company Service available to Vendor. Subject to the terms and conditions of this Agreement, Company hereby grants Vendor the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Company Service during the Term, solely for Vendor''s internal business purposes of listing and selling Vendor''s products through the marketplace.

1.2 Restrictions and Responsibilities. Vendor will not use the Company Service for any purpose other than the purposes expressly set forth herein. Vendor may not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Company Service; (b) modify, translate, or create derivative works based on the Company Service; (c) use the Company Service for timesharing or service bureau purposes or otherwise for the benefit of an unaffiliated third party; or (d) remove any proprietary notices or labels. Vendor will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Company Service. Vendor will also be responsible for maintaining the confidentiality of Vendor''s usernames, passwords, and account details, and for any actions taken by parties with access to such credentials. Without limiting any other rights or remedies set forth herein, Company may immediately suspend or disable Vendor''s account if Vendor is in breach of any term or condition of this Agreement (see Section 8).

1.3 License to Vendor Data. Vendor hereby grants to Company a non-exclusive, royalty-free, fully paid up, non-sublicensable (except to contractors and consultants performing services on behalf of Company), non-transferable right and license to copy, distribute, display, create derivative works of and otherwise use the data and information uploaded, input or otherwise made available by or on behalf of Vendor to or through the Company Service (the "Vendor Data"), including product listings, photographs, descriptions, and pricing, (i) to provide and operate the Company Service, including marketing the marketplace and the listings within it, (ii) for internal business purposes, including to develop and improve products and services, and (iii) to create deidentified data, which will not identify Vendor or any individuals associated therewith.

1.4 Feedback. Vendor may from time to time provide suggestions, comments for enhancements, or other feedback ("Feedback") to Company. Company will have full discretion to determine whether or not to proceed with the development of the requested enhancements. Vendor hereby grants to Company a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to use the Feedback. Vendor acknowledges and agrees that Feedback is not Confidential Information.

2. Fees, Payouts & Taxes

2.1 Platform Commission. Company charges a platform commission of twenty percent (20%) of the gross sale price of each transaction completed through the Company Service, calculated after any vendor- or marketplace-funded discounts and before sales tax and shipping. The commission is automatically deducted from each sale prior to payout. Company may change the commission rate prospectively on thirty (30) days'' written notice; changes will not apply to orders placed before the effective date of the change.

2.2 Payment Processing. All payments are processed through Stripe, Inc. via Stripe Connect. As a condition of receiving payouts, Vendor must complete onboarding to a Stripe Connected Account and accept the Stripe Connected Account Agreement and Stripe Services Agreement (collectively, the "Stripe Terms"). Stripe''s payment processing fees are deducted from each transaction in addition to the platform commission. Company is not a party to the Stripe Terms and is not a payment processor.

2.3 Payouts and New-Vendor Hold. Net proceeds (gross sale minus platform commission, processing fees, refunds, chargebacks, and any reserve) are paid out to Vendor''s connected bank account on a rolling basis. New vendors are subject to a twenty (20) day rolling payout hold, during which net proceeds remain in reserve before being released. The hold protects against early-stage chargebacks, refunds, and disputes. Company may extend, reinstate, or increase a hold or reserve at any time based on Vendor''s dispute rate, refund rate, account standing, or risk indicators.

2.4 Refunds, Chargebacks & Reversals. Vendor is financially responsible for all refunds, returns, chargebacks, and payment reversals on Vendor''s orders, including the underlying sale amount, any processing fees retained by Stripe, and any shipping costs not recovered from the buyer. Company may (a) deduct these amounts from current or future payouts, (b) debit Vendor''s connected bank account where permitted by Stripe, or (c) draw against Vendor''s reserve. Vendor authorizes Company and Stripe to take these actions. Vendor is responsible for handling and funding return shipping unless otherwise agreed in writing.

2.5 Marketplace Facilitator Sales Tax. Company acts as a marketplace facilitator and will calculate, collect, and remit U.S. state and local sales and use tax on transactions where required by applicable law. Vendor remains responsible for (a) Vendor''s own income taxes, (b) any taxes outside the marketplace facilitator scope (including but not limited to taxes on transactions completed off the platform), and (c) any required business or sellers'' permits. Company will issue an IRS Form 1099-K to Vendor where required by law based on the gross amount of transactions processed.

2.6 Net of Other Taxes. All amounts payable to Company hereunder are exclusive of any sales, use, withholding, value-added, customs, excise, royalty, or property taxes, however designated, other than taxes based on Company''s net income.

3. Listings, Fulfillment & Customer Service

3.1 Listing Standards. Vendor represents and warrants that all product listings, including titles, descriptions, photographs, attributes, and pricing, are (a) accurate and not misleading, (b) original to Vendor or used with all necessary licenses and rights, and (c) not infringing on any third party''s intellectual property, trademark, publicity, or privacy rights. Vendor will not list or sell any item that is illegal under applicable law or that falls within Company''s prohibited categories, including but not limited to: weapons and ammunition; drugs, drug paraphernalia, or controlled substances; alcohol or tobacco; counterfeit, replica, or stolen goods; recalled products; hazardous materials; live animals; sexually explicit material; items that promote hate, violence, or discrimination; medical devices or supplements requiring regulatory approval; and any items requiring a license Vendor does not hold.

3.2 Combined Checkout. Vendor acknowledges that the Company Service operates a single combined checkout in which buyers may purchase items from multiple vendors in one cart. Company controls the checkout, payment, communications, and order-record flow. Each vendor is paid only for the line items attributable to that vendor.

3.3 Shipping & Fulfillment. Vendor will ship each order within three (3) business days of order placement unless a different handling time is clearly displayed on the listing. Vendor will provide accurate tracking information through the Company Service (including via integrations such as ShipStation or EasyPost) and mark orders as fulfilled promptly. Repeated late shipments, missing tracking, or unfulfilled orders may result in suspension, removal of listings, payout hold, or termination under Section 8.

3.4 Customer Service. Vendor will respond to buyer inquiries about Vendor''s orders within two (2) business days. Vendor will honor the return and refund policy displayed on Vendor''s listings, which must comply with Company''s minimum marketplace policy. Company may, at its discretion, issue refunds, cancel orders, resend order confirmations, or otherwise act on a buyer''s behalf to preserve marketplace trust; any such action is treated as a Vendor refund under Section 2.4 unless attributable to Company error.

4. Customer Data & Communications

4.1 Permitted Use. Buyer contact and shipping information made available to Vendor is provided solely to fulfill the specific order to which it relates. Vendor will not (a) market, advertise, or solicit marketplace buyers without their separate, opt-in consent obtained outside the Company Service, (b) export, copy, or transfer the buyer list, (c) use buyer information to enrich any other database or audience, or (d) contact buyers for any purpose unrelated to fulfillment of the underlying order. Vendor will comply with all applicable privacy and consumer-protection laws.

4.2 Operational Communications. Vendor consents to receive transactional, operational, billing, payout, support, and policy communications from Company at the email address on file. These messages are not marketing and Vendor cannot opt out while maintaining an active vendor account.

5. Confidentiality

Each Party agrees to protect the Confidential Information of the other Party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure; (b) is or becomes generally known by the public other than through the Recipient''s failure to observe any terms hereof; or (c) subsequent to disclosure, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.

6. Limitations of Liability

6.1 Disclaimer of Consequential Damages. IN NO EVENT WILL COMPANY BE LIABLE TO VENDOR FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

6.2 General Cap on Liability. UNDER NO CIRCUMSTANCES WILL COMPANY''S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE PLATFORM COMMISSION RETAINED BY COMPANY FROM VENDOR''S TRANSACTIONS DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

7. Indemnification & Infringement

7.1 By Vendor. Vendor will defend, indemnify, and hold harmless Company and its officers, employees, contractors, and agents from any third-party claim, demand, or proceeding arising out of (a) Vendor''s products, including product liability, safety, labeling, or recall claims; (b) Vendor''s breach of Section 3.1 (Listing Standards) or Section 4.1 (Permitted Use); (c) Vendor''s violation of any law or regulation; or (d) Vendor''s gross negligence or willful misconduct.

7.2 Infringement Remedy. If the use of the Company Service or any portion thereof by Vendor has become, or in Company''s opinion is likely to become, the subject of any claim of infringement, Company may at its option and expense (a) procure for Vendor the right to continue using the Company Service; (b) replace or modify the Company Service to make it non-infringing so long as it has at least equivalent functionality; (c) substitute an equivalent for the Company Service; or (d) if options (a)-(c) are not reasonably practicable, terminate this Agreement.

8. Term; Suspension; Termination

This Agreement begins on the Effective Date and continues until terminated as set forth herein. Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice. Vendor may terminate at any time by closing its booth in the dashboard, subject to fulfillment of in-flight orders. Company may suspend, disable, or terminate Vendor''s account immediately and without prior notice if Company reasonably believes Vendor has (a) violated this Agreement, (b) violated applicable law, (c) created risk of chargebacks, fraud, or harm to buyers, or (d) damaged the integrity of the marketplace. Upon termination, Vendor''s right to access the Company Service ceases immediately; Sections 1.3, 1.4, 2.4, 2.5, 4.1, 5, 6, 7, and 9 survive termination. Company will pay out any net proceeds remaining after the applicable hold period and after deduction of any open refunds, chargebacks, and reserves.

9. General

9.1 Governing Law; Venue. This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Texas for any dispute not subject to mandatory arbitration.

9.2 Severability. In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the remainder will continue in effect.

9.3 Relationship of the Parties. Nothing in this Agreement will be construed to place the Parties in an agency, employment, franchise, joint venture, or partnership relationship. Neither Party will have the authority to obligate or bind the other in any manner.

9.4 Notices. All notices under this Agreement will be in writing and will reference this Agreement. Notices to Company must be sent to support@therootedmarketplace.com. Notices to Vendor will be sent to the email address on file in Vendor''s account.

9.5 No Waiver. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

9.6 Complete Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, including any prior version of the Vendor Service Agreement (v2026-04-23).

I have read, understood, and agree to the Vendor Service Agreement (v2026-05-08).