Vendor Service Agreement
Effective Date: May 19, 2026
Version: 2026-05-19
This Vendor Service Agreement ("Agreement") is entered into between Rooted Marketplace ("Company", "we", "us") and you ("Vendor"). By creating a vendor account or listing any product on the Company Service, Vendor agrees to be bound by this Agreement.
1. The Company Service
1.1 Service. Company operates an online marketplace (the "Company Service") on which independent vendors list and sell their own goods to consumers. Company is a venue and technology provider; Company does not manufacture, source, inspect, or take title to Vendor's products at any time.
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
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 Payouts. Net proceeds are released to Vendor's connected payout account after the applicable hold period (typically twenty (20) days from delivery for new vendors) and after deduction of refunds, chargebacks, and any reserves Company reasonably determines necessary.
2.3 Taxes. Vendor is solely responsible for collection and remittance of any sales, use, VAT, GST, income, or other taxes arising from Vendor's sales, except where Company is required by law to collect and remit on Vendor's behalf (e.g., U.S. marketplace facilitator laws).
2.4 Chargebacks & Refunds. Vendor authorizes Company to debit, offset, or withhold from future payouts any amounts owed for refunds, chargebacks, return shipping, or claim resolutions arising from Vendor's sales.
2.5 Third-Party Processor. Payments are processed through Stripe Connect. Vendor must complete Stripe's onboarding and accept Stripe's Connected Account Agreement before payouts can be released.
3. Vendor Obligations
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 Product Quality & Safety. Vendor is solely responsible for the safety, quality, legality, labeling, and fitness of its products. Vendor will comply with all applicable consumer-product safety laws, including disclosure of recalls.
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 customer messages within two (2) business days and will honor Company's marketplace-wide return, refund, and damage policies as published from time to time.
4. Use of the Company Service
4.1 Permitted Use. Vendor will use the Company Service only for its bona fide business of selling Vendor's own products to consumers. Vendor will not (a) misuse, abuse, or interfere with the Company Service; (b) attempt to circumvent any technical limitation; (c) solicit buyers to transact off-platform to evade fees; (d) harvest, scrape, or misuse buyer data; or (e) send unsolicited marketing communications to buyers using contact information obtained through the Company Service.
5. Confidentiality
Each Party agrees to protect the other Party's Confidential Information with the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care. "Confidential Information" means any non-public information disclosed by one Party to the other that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly known through no fault of the receiving Party; (b) was lawfully known to the receiving Party prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.
6. Warranties; Limitation 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 infringement of any copyright, trademark, patent, trade dress, right of publicity, or other intellectual property or proprietary right; (d) Vendor's violation of any law or regulation; or (e) Vendor's gross negligence or willful misconduct. This indemnification obligation survives termination of this Agreement and applies regardless of whether Company removes the offending listing after notice.
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.
7.3 DMCA / Copyright Policy. Company complies with the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, and operates the Company Service as an online service provider hosting Vendor-supplied content.
(a) Designated Agent. Company's designated agent for notices of claimed copyright infringement is:
Rooted Marketplace — DMCA Agent
Email: support@therootedmarketplace.com
Postal: c/o Rooted Marketplace, 3309 Robinson Rd #225-105, Conroe, TX 77385, USA
(b) Vendor Acknowledgement. Vendor acknowledges and agrees that (i) Vendor is the sole party responsible for all listings, images, descriptions, brand names, logos, and other content Vendor uploads or makes available through the Company Service; (ii) Company has no obligation to pre-screen Vendor content for infringement; (iii) Company may, in its sole discretion and without prior notice, remove, disable, or restrict access to any listing or content Company reasonably believes infringes a third party's rights; and (iv) Vendor's contractual indemnification obligation under Section 7.1 applies in full to any such claim, irrespective of Company's removal of the content.
(c) Repeat-Infringer Policy. In accordance with 17 U.S.C. § 512(i), Company maintains a policy of terminating, in appropriate circumstances, the accounts of vendors who are repeat infringers. A vendor who is the subject of two (2) or more separate good-faith DMCA notices, or one (1) finding of willful infringement, may have its account suspended; a third (3rd) substantiated notice or any pattern of repeated infringement will result in permanent termination of the vendor account and forfeiture of any listings then on the Company Service. Termination under this Section 7.3(c) is in addition to, and not in lieu of, Company's other rights under Section 8.
(d) Counter-Notification. A vendor whose content has been removed pursuant to a DMCA notice may submit a counter-notification to the designated agent in accordance with 17 U.S.C. § 512(g). Submitting a materially false counter-notification is grounds for immediate and permanent account termination, in addition to the statutory liabilities under 17 U.S.C. § 512(f).
(e) No Waiver of Safe Harbor. Nothing in this Agreement is intended to waive Company's protections under 17 U.S.C. § 512 or analogous statutory safe harbors in other jurisdictions.
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, (d) damaged the integrity of the marketplace, or (e) qualifies as a repeat infringer under Section 7.3(c). 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 (general) or support@therootedmarketplace.com (DMCA / intellectual property). 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, v2026-05-08).
I have read, understood, and agree to the Vendor Service Agreement (v2026-05-19).