ShopDot Supplier Agreement

Last Updated: September 6, 2026

THIS SUPPLIER AGREEMENT (THE “AGREEMENT”) GOVERNS YOUR USE OF THE SHOPDOT, INC. (“SHOPDOT”) SERVICES IDENTIFIED IN THE ORDER FORM THAT REFERENCE THIS AGREEMENT, WHICH ENABLE YOU AS A SUPPLIER OF PRODUCTS, GOODS AND OTHER MERCHANDISE VIA THE SHOPDOT PLATFORM (A “SUPPLIER”) TO SUPPLY SUCH PRODUCTS, GOODS AND MERCHANDISE TO SHOPDOT AT WHOLESALE FOR RESALE BY SHOPDOT, INCLUDING THROUGH THE ONLINE STORES OF SELLING PARTNERS USING THE SHOPDOT PLATFORM. SHOPDOT PURCHASES MERCHANDISE AS PRINCIPAL FOR ITS OWN ACCOUNT AND RESELLS IT IN THE CHAIN OF DISTRIBUTION, AND SUPPLIER FULFILLS ORDERS BY SHIPPING MERCHANDISE DIRECTLY TO CUSTOMERS AT SHOPDOT’S DIRECTION. BY CLICKING THE “ACCEPT” BUTTON OR BY USING OR ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT AND, IF YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF AN ENTITY, REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. THE TERMS “YOU” AND “SUPPLIER” SHALL BE DEEMED TO REFER TO SUCH ENTITY, IF ANY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT, AND MAY NOT, ACCESS OR USE THE SERVICES.

1. Definitions

Capitalized terms will have the meanings set forth in this Section 1, or in the section in which they are first used.

• "Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Supplier or any Authorized Users to access Services.
• "Anonymized Data" means Supplier Data from which Supplier-specific characteristics have been removed, and/or that is combined with other data, in a manner that renders it generic and not attributable to Supplier.
• "Authorized User" means each of Supplier’s employees, agents, and independent contractors who are authorized to access ShopDot Platform pursuant to Supplier’s rights under this Agreement.
• "Channel" means ShopDot, or a person to whom ShopDot resells Merchandise for onward sale to a Customer.
• "Customer" means the end purchaser of Merchandise in an Order.
• "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
• "Merchandise" means any of Supplier’s merchandise, products, goods or other items made available through a Supplier Catalog for purchase by ShopDot and resale by ShopDot.
• "Network" means a commerce network ShopDot operates or licenses, each serving a distinct professional category or geography.
• "Network Operator" means a person that operates a Network under agreement with ShopDot.
• "Order" means ShopDot’s purchase from Supplier of the Merchandise in a single Customer order, for fulfillment to that Customer.
• "Order Form" means a physical or electronic order form, pricing page or service registration page that is agreed to by both parties identifying the services to be made available by ShopDot pursuant to this Agreement.
• "Payment" has the meaning given in Section 4.1.
• "Resale Price" means the price at which ShopDot resells an item of Merchandise, whether to a Customer or to a Channel. ShopDot sets the Resale Price in its sole discretion.
• "Selling Partner" means a professional, clinic, or location who presents Merchandise to Customers through a Store and earns a commission on ShopDot’s resulting sales, pursuant to the terms of a ShopDot Selling Partner Agreement which each Selling Partner accepts directly with ShopDot. A Selling Partner does not take title to Merchandise, does not sell Merchandise to a Customer, and is not a party to the contract of sale between ShopDot and a Customer.
• "Services" means any services provided by ShopDot to Supplier under this Agreement, including provision of the ShopDot Platform, website, and/or professional services, and any additional services set forth in an Order Form.
• "Shipping Fee" means the fixed per-Order amount Supplier specifies for an item of Merchandise to cover Supplier’s cost of shipping that Order to the delivery address transmitted with the Order. The Shipping Fee is a set amount, not an estimate, and is payable once per Order rather than per item or per unit.
• "ShopDot Platform" means ShopDot’s commerce infrastructure and the software-as-a-service applications through which ShopDot makes it available, including product catalog ingestion and synchronization, storefront creation, product browsing and merchandising, checkout and payment processing, order routing and fulfillment flow, supplier payout orchestration, and order status and reporting, together with any related features, functionality, content, and documentation ShopDot makes available, in each case as identified in an Order Form where applicable.
• "Store" means a Selling Partner’s branded online store operated through the ShopDot Platform.
• "Term" has the meaning given in Section 9.1.
• "Supplier Catalog" means a Supplier’s catalog of Merchandise to be made available for purchase by ShopDot and for resale by ShopDot.
• "Supplier Portal" means the online interface ShopDot makes available to Supplier for managing its Supplier Catalog, its Network and Selling Partner selections, and its Orders and Payments, and for accessing the rates, policies and notices ShopDot publishes under this Agreement.
• "Supplier Data" means any content and information provided or submitted by, or on behalf of, Supplier or its Authorized Users for use with the Services, including without limitation product descriptions, product images, and Supplier uploaded call logs and contact information.
• "Wholesale Price" means the per-unit price at which Supplier sells an item of Merchandise to ShopDot, as specified by Supplier for that item through the ShopDot Platform.

2. ShopDot Services

2.1 Generally

The ShopDot Platform enables Suppliers to reach a wider audience of potential buyers (i.e., Customers), while also enabling Selling Partners to present a broader range of products, including those provided by Supplier, to their customers. ShopDot buys Merchandise from Supplier as principal and resells it; Supplier does not sell to the Customer and Selling Partners do not sell at all. Supplier can integrate its Shopify Stores and other e-commerce stores supported by ShopDot (collectively, “eCommerce Stores”) with ShopDot and choose the Merchandise Supplier is willing to supply to ShopDot for resale through Selling Partner Stores from its Supplier Catalogs. Merchandise a Supplier has made available in a Network is presented on the Stores of Selling Partners in that Network by default. A Selling Partner has full control over what is available and offered on its own Store — it may remove any Merchandise, turn the default presentation off and select Merchandise itself, and in every case chooses which Merchandise it features. Merchandise Supplier makes available is presented in a Network under Section 2.7 and is not approved again for each Store; no Selling Partner is obliged to carry or present any particular Merchandise, and Supplier may exclude a Network, Network Operator, or Channel, or remove a particular Selling Partner from carrying its Merchandise, under Section 2.7. Orders placed through Selling Partner Stores will be transmitted to Supplier via the ShopDot Platform, and Supplier is responsible for fulfilling all such Orders in accordance with Section 2.5 and Section 5.9. Supplier specifies, for each item of Merchandise, a Wholesale Price and a Shipping Fee. ShopDot sets the Resale Price at which that Merchandise is resold, and ShopDot publishes to Selling Partners the commission rate applicable to each item of Merchandise. Resale Prices and commission rates are set by ShopDot and are not negotiated between Supplier and any Selling Partner. For the avoidance of doubt, no Selling Partner has authority to agree a price or a commission rate with Supplier, and Supplier is not entitled to any share of the Resale Price beyond the Wholesale Price and Shipping Fee payable under Section 4. ShopDot is not responsible for nor a party to any dispute between Supplier and a Selling Partner regarding the fulfillment, condition, or description of Merchandise.

2.2 Registering Your Account

In order to access certain features of the Services, Supplier may be required to register an account on the Services for each Authorized User (each an “Account”). In registering accounts on the Services, Supplier agrees to (a) provide true, accurate, current and complete information about each Authorized User as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Supplier represents that each Authorized User is (i) of legal age to form a binding contract; and (ii) not a person barred from using any of the Services under the laws of the United States, their place of residence, or any other applicable jurisdiction. Supplier is responsible for all activities that occur under its Authorized Users’ Accounts. Supplier shall ensure that Authorized Users do not share their Account or password with anyone, and shall notify ShopDot immediately of any unauthorized use of any such password or any other breach of security. If Supplier provides any information that is untrue, inaccurate, not current or incomplete, or ShopDot has reasonable grounds to suspect that any such information is untrue, inaccurate, not current or incomplete, ShopDot has the right to suspend or terminate the applicable Account and refuse any and all current or future use of Services (or any portion thereof). Supplier agrees not to create an Account using a false identity or information, or on behalf of someone other than a bona fide Authorized User. Supplier agrees that it shall not register or maintain more than one Account per Authorized User on each of the Services at any given time. ShopDot reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. Supplier agrees not to create an Account or use the Services if Supplier or its any of its Authorized Users have been previously removed by ShopDot, or if you have been previously banned from any of the Services.

2.3 Support Services

By ShopDot. Subject to the terms and conditions of this Agreement and any applicable Order Form, ShopDot will exercise commercially reasonable efforts to (a) provide support for the use of the ShopDot Platform to Supplier, and (b) keep the ShopDot Platform operational and available to Supplier, in each case in accordance with ShopDot’s standard policies and procedures.

By Supplier. Supplier will specify in the Supplier Portal a fulfillment timeline for each item of Merchandise and agrees to fulfill all sales of Merchandise within that timeline, as updated by Supplier from time to time. Supplier further agrees to provide a substantive response to ShopDot, within the time stated in the ShopDot Supplier Service Standards published at https://legal.shopdotapp.com/supplier-service-standards/, or at such other location as ShopDot designates by notice under Section 10.11 (the “Service Standards”), to any Customer inquiry about an Order or the Merchandise that ShopDot forwards to Supplier. For the purposes of this Agreement a “business day” is a day other than a Saturday, a Sunday, or a United States federal holiday, and a period stated in days without qualification is calendar days. For purposes of this Section, a “substantive response” means a response that directly addresses the Customer’s inquiry; an automated acknowledgment of receipt does not constitute a substantive response. Supplier will transmit, through the ShopDot Platform or such other mechanism as ShopDot makes available for the purpose, the carrier and the tracking identifier for each shipment of an Order, at the time of dispatch. ShopDot provides that information to the Customer and to the Selling Partner. Supplier will comply with the Service Standards. Supplier acknowledges that ShopDot, or the Channel through which the Merchandise is sold, is responsible to the Customer for shipment timing as seller, and that Supplier’s stated fulfillment timeline is published to Customers on that basis. Supplier will keep that timeline accurate and current. Supplier will notify ShopDot at support@shopdotapp.com, or through such other mechanism as ShopDot makes available for the purpose, as soon as Supplier knows that an accepted Order will not ship within Supplier's stated fulfillment timeline, and in any event not less than two (2) business days before the date by which that Order was due to ship, together with a revised date. ShopDot may monitor Supplier’s performance against its stated fulfillment timeline, may require Supplier to correct any failure, and may suspend the affected Merchandise from sale where Supplier does not do so. In the event Supplier (i) fails to fulfill orders within its stated fulfillment timeline or fails to give the notice described above, (ii) fails to provide a substantive response, within the time stated in the Service Standards, to a Customer inquiry ShopDot forwards to Supplier, or (iii) cancels orders received through the ShopDot Platform, ShopDot may, in its sole discretion: (a) issue a written notice to Supplier requiring cure within five (5) business days; or (b) upon repeated violations, remove Supplier from the ShopDot Platform and immediately terminate this Agreement for cause.

2.4 Third Party Service Integrations

ShopDot may enable certain third-party services, including eCommerce Stores, to integrate with the ShopDot Platform (each, a “Third-Party Service”). Supplier understands that it must maintain its own account with such Third-Party Services (each, a “Third-Party Account”) in order to make use of such integrations, and that the relevant third parties who provide such Third-Party Services (“Third-Party Provider”) are solely responsible for the use and access of such Third-Party Services, including the availability and uptimes related thereto. Supplier agrees that ShopDot will have no liability to Supplier for any unavailability of any Third-Party Services, or any Third-Party Provider’s decision to discontinue, suspend or terminate any Third-Party Services. Supplier further acknowledges and agrees that certain Third-Party Services may be subject to certain API call and/or capacity limits, and that Supplier shall not use any Third-Party Services in excess of any such call or capacity limits communicated to Supplier. Supplier represents and warrants that it will, and that it has all rights and consents necessary to, provide any Third-Party Account information required by ShopDot.

2.5 Purchase and Resale; Title and Risk of Loss

(a) Purchase and resale. Each Order is a sale of Merchandise by Supplier to ShopDot at the Wholesale Price, followed immediately by a resale of that Merchandise by ShopDot at the Resale Price, whether to a Customer or to a Channel for onward sale to a Customer. Supplier’s position in the chain of distribution is stated in Section 2.6.

(b) Fulfillment by Supplier. Supplier fulfills each Order by shipping the Merchandise directly to the Customer at ShopDot's direction. Supplier holds the Merchandise, selects the carrier, and packs and dispatches the shipment. ShopDot does not take physical possession of Merchandise at any time, and nothing in this Section requires it to.

(c) Title. Title to Merchandise passes from Supplier to ShopDot, and from ShopDot to its buyer, at the time ShopDot accepts the Order. Passage of title does not depend on ShopDot taking possession.

(d) Risk of loss. As between Supplier and ShopDot, risk of loss and damage to Merchandise remains with Supplier until the Merchandise is delivered to the Customer at the address transmitted with the Order. Supplier bears the loss where Merchandise is lost, damaged, or destroyed in transit, and will reship or credit ShopDot for the affected Order.

(e) No consignment. The parties do not intend, and this Agreement does not create, a consignment, agency, or bailment arrangement with respect to Merchandise.

2.6 Supplier's Position in the Chain of Distribution

Supplier sells Merchandise to ShopDot for resale. Supplier does not sell Merchandise to any Customer, is not a party to any contract of sale between ShopDot or a Channel and a Customer, and has no claim to, or entitlement in respect of, the price paid by any Customer. Supplier will not represent to any Customer, Selling Partner, Channel, or other third party that a Customer's contract of sale is with Supplier.

As between Supplier and ShopDot, ShopDot or the applicable Channel is the seller to the Customer and is responsible for the terms of that sale, acceptance of the Customer's payment, receipting, and the consumer-facing obligations applicable to it. Supplier acknowledges that ShopDot purchases Merchandise as principal for its own account and resells it in the chain of distribution.

2.7 Network Participation

ShopDot operates and licenses multiple Networks. Where Supplier's Merchandise becomes eligible for an additional Network, ShopDot makes it available in that Network and notifies Supplier by email. Merchandise already published in a Network in which Supplier participates, and Merchandise Supplier later adds, is made available in each eligible Network by default.

Supplier controls this at any time in the Supplier Portal, including before any Order is placed in a Network. Supplier may select which of its Merchandise is made available in each Network, to each Network Operator, and to each Channel, or exclude a Network, Network Operator, or Channel entirely, and an exclusion continues to apply until Supplier reverses it. Where Supplier excludes a Channel, ShopDot will not resell that Supplier's Merchandise to that Channel. At the Selling Partner level Supplier's control is all-or-nothing: Supplier may remove a particular Selling Partner from carrying its Merchandise entirely, in which case ShopDot will remove all of Supplier's Merchandise from that Selling Partner's Store, but Supplier may not select particular items of Merchandise for a particular Selling Partner. Supplier may also withdraw from a Network on thirty (30) days' written notice. No exclusion, removal, or withdrawal affects Orders already placed, which are fulfilled under Section 5.9, or Supplier's participation in any other Network.

Pricing and content are common to every Network. Supplier specifies one Wholesale Price and one Shipping Fee for each item of Merchandise; ShopDot sets one Resale Price for each item of Merchandise for each Channel, which applies in every Network served by that Channel; and product content and product categories are the same in every Network. Neither Supplier nor any Network Operator may vary any of them for a particular Network, Network Operator, or Selling Partner. Where ShopDot makes Merchandise available in a currency other than the one in which Supplier's figures are stated, Supplier specifies a Wholesale Price and Shipping Fee in that currency, which then applies in every Network transacting in it.

ShopDot may discount the Resale Price of any Merchandise at its own cost, and doing so does not change the Wholesale Price or the Shipping Fee payable to Supplier for the affected Order. Supplier may offer a temporary reduction in the Wholesale Price for an item of Merchandise through the ShopDot Platform. Neither creates any entitlement in the other party, and neither obliges ShopDot to present or promote any Merchandise.

ShopDot determines which Merchandise is eligible for each Network, applying that Network's standards, and may decline or remove Merchandise from a Network in accordance with Sections 5.12 and 5.14(d). Availability in a Network does not oblige ShopDot or any Network Operator to carry or present any Merchandise, and Supplier is not entitled to placement. Where a Network Operator purchases Merchandise from Supplier directly rather than from ShopDot, participation in that Network is not available under this Agreement and requires a separate agreement with that Network Operator.

3. ShopDot Services and ShopDot Intellectual Property

3.1 License Grant

Subject to the terms and conditions of this Agreement and any applicable Order Form, ShopDot grants to Supplier a revocable, non-exclusive, non-sublicensable (except to Authorized Users), non-transferable (except as permitted under Section 10.5) license for the duration of the Term solely to use the ShopDot Platform for its internal business purposes, including to list Merchandise for purchase by ShopDot and resale on Selling Partner Stores. Supplier may permit any Authorized Users to access and use the features and functions of ShopDot Platform as contemplated by this Agreement.

3.2 Restrictions

Supplier will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Services, except as expressly allowed herein; (b) modify, adapt, alter or translate the Services; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Services for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as permitted by law; (e) interfere in any manner with the operation of the Services or the hardware and network used to operate the Services; (f) modify, copy or make derivative works based on any part of the Services; (g) access or use the Services to build a similar or competitive product or service; (h) attempt to access ShopDot Platform through any unapproved interface; or (i) otherwise use the Services in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law or this Agreement.

3.3 Ownership

ShopDot Platform, Services and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of ShopDot and its providers. All rights in and to Services not expressly granted to Supplier in this Agreement are reserved by ShopDot and its providers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Supplier regarding Services, or any part thereof.

4. Payments; Fees

4.1 Payments and Settlements

For each completed Order, ShopDot will pay Supplier the Wholesale Price of the Merchandise purchased plus the applicable Shipping Fee (together, and for each Order, a “Payment”). The Shipping Fee is payable once per Order regardless of the number of items or units in that Order, and regardless of the number of shipments in which Supplier fulfills it. A Payment is the entire consideration due to Supplier for an Order. Supplier has no entitlement to the Resale Price, to any portion of the difference between the Resale Price and the Payment, or to any revenue share.

Payments are made at least monthly in arrears, and in any event by the tenth (10th) day of the month following the month in which the applicable Order was fulfilled. ShopDot may pay more frequently. ShopDot reports each Payment to Supplier in the Supplier Portal at the time it is made, and also sends notice of it by email. No minimum payout threshold applies and no invoicing by either party is required. ShopDot collects Customer payments and remits Payments via a third-party payment processor (“Third-Party Payment Processor”) pursuant to this Agreement and any applicable Order Form. By agreeing to this Agreement and/or making Merchandise available via the ShopDot Platform, Supplier agrees to also be bound by the Third-Party Payment Processor’s then-current terms and conditions. ShopDot reserves the right to change Third-Party Payment Processors, in its sole discretion at any time, and will notify Supplier in the event of such a change. Supplier’s continued use of the ShopDot Platform following receipt of such notice shall be deemed acceptance of the then-current Third-Party Payment Processor’s terms and conditions. Payments will be settled to Supplier’s eligible Payment Account (as defined below) in accordance with this Agreement and any applicable Order Form.

4.2 Payment as Buyer; No Customer Recourse

ShopDot pays Payments to Supplier as the buyer of the Merchandise, on its own account and not as agent for Supplier or for any Customer. Supplier's right to a Payment arises from ShopDot's purchase of the Merchandise and is owed by ShopDot, not by any Customer. Supplier has no claim against any Customer for the price of Merchandise, and Supplier will not seek payment from, or assert any lien or other right against, any Customer.

ShopDot's obligation to pay a Payment is not conditioned on ShopDot's receipt of the Customer's funds, except that no Payment is owed on an Order that is cancelled before dispatch, and Payments on Orders that are refunded, charged back, or otherwise reversed are recoverable under Section 4.3. Payments pending disbursement may be held in an account maintained by ShopDot's Third-Party Payment Processor; Supplier is not entitled to interest on them and may not assign any interest in that account.

4.3 Chargebacks, Disputes, and Holds

As between ShopDot and Supplier, Supplier bears responsibility for errors in fulfilling, shipping, or maintaining inventory for Merchandise. This allocation is between the parties and does not limit the obligations of ShopDot or of a Channel to the Customer as seller. Supplier agrees to comply with Section 5.9 below with respect to order issues. Notwithstanding the foregoing, in the event that ShopDot or its Third-Party Payment Processor receive a chargeback dispute for a Payment processed through the ShopDot Platform, ShopDot will immediately notify Supplier. Supplier agrees, upon such notification, to provide all information requested by ShopDot within three (3) business days in order to address and respond to the chargeback request. Where a refund is due to a Customer under ShopDot’s published returns and refunds policy, or where a chargeback is initiated by the Customer’s card issuer or otherwise honored or lost by the Third-Party Payment Processor, ShopDot shall refund the amount to the Customer, or shall bear the amount refunded by a Channel, and shall recover the corresponding Payment previously distributed to Supplier by withholding such amount from future Payments. ShopDot bears the loss, without recovery from Supplier, where the refund or chargeback results from ShopDot’s own error. In the event that future Payments are insufficient to satisfy the full recovery amount, the outstanding balance shall accrue and carry forward as a deferred balance. The account designated by Supplier to receive Payments under this Agreement is referred to herein as the (“Payment Account”). Supplier will provide and maintain a valid payment card or other payment method for settlement of amounts owed to ShopDot (the “Billing Method”), and authorizes ShopDot and the Third-Party Payment Processor to charge the Billing Method for any deferred balance that remains outstanding for thirty (30) or more consecutive days. ShopDot will provide a statement of each such charge stating the amount and the Orders to which it relates. A charge under this Section may not exceed the amount then owed, and ShopDot may not charge the Billing Method on any other basis. Where Supplier has not provided a valid Billing Method, or a charge to the Billing Method is declined, ShopDot may, upon written notice to Supplier, invoice Supplier directly for the outstanding balance, and Supplier shall pay that invoice within thirty (30) days of the invoice date. Interest on an unpaid invoice accrues under Section 4.7. Where that invoice remains unpaid after thirty (30) days, ShopDot may debit the Payment Account for the amount then owed on not less than ten (10) days’ prior written notice stating the amount and the Orders to which it relates. A debit under this Section may not exceed the amount then owed, and ShopDot may not debit the Payment Account on any other basis. Where an amount owed remains unpaid after the debit route has been exhausted or is unavailable, ShopDot may, in addition to any other rights or remedies it may have, suspend Supplier’s access to the Services until such amounts are paid in full. No reserve. ShopDot does not withhold any reserve, holdback, or percentage of Supplier’s Payments against future chargebacks, refunds, or other contingent liabilities. Except as expressly provided in Sections 4.5, 5.15 and 9.4, recovery of amounts owed runs solely through the deduction, deferred balance, Billing Method charge, invoice, and debit mechanism described above.

ShopDot may withhold payment of the Payment attributable to a specific Order that is the subject of an active chargeback or refund dispute, and only that Payment, while the dispute is open. Any such withholding must be accompanied by written justification at the time it is imposed, is released on resolution of the dispute, and may not exceed thirty (30) days, or ninety (90) days where the dispute involves a fraud investigation or a regulatory requirement, in which case ShopDot will provide written status updates every fifteen (15) days. ShopDot may not withhold any Payment attributable to any other Order.

4.4 Risk Management

ShopDot reserves the right to require additional information from any Supplier to reduce the risk of fraud, identity theft, money laundering, terrorist financing, violation of trade sanctions, or to otherwise comply with laws and regulations in order to process Payments. Any withholding of a Payment under this Section is subject in all cases to the limits in Section 4.3, including the express no-reserve rule and the requirement that only the Payment attributable to a specific disputed Order may be withheld. Nothing in this Section permits ShopDot to withhold a reserve, a holdback, or any Payment attributable to another Order, whether on the basis of account tenure, aggregate complaint volume, or incomplete Account information.

4.5 Fees

ShopDot’s consideration under this Agreement is the difference between the Resale Price and the Payment, and no separate fee is payable by Supplier unless an Order Form expressly provides for one. Where an Order Form does provide for one, Supplier will pay to ShopDot or the Third-Party Payment Processor the fees set forth on that Order Form (the “Fees”), together with any applicable credit card, ACH, or other payment processing fees (“Processing Fees”). ShopDot may utilize the Third-Party Payment Processor to process the payment of any Fees and Processing Fees may be assessed by ShopDot and/or the applicable Third-Party Payment Processor in accordance with the then-current terms. Fees and applicable Processing Fees shall be automatically deducted by ShopDot from Payments prior to distribution to Supplier. If future Payments are insufficient to cover Fees owed, the outstanding balance shall carry forward as a deferred amount. Interest on an unpaid invoice accrues under Section 4.7. ShopDot reserves the right to suspend Supplier’s access to the Services if any Fees or Processing Fees remain unpaid for more than thirty (30) days following invoice. Where an amount of Fees or Processing Fees remains owing after deduction from Payments, ShopDot may recover it by charge to the Billing Method, and failing that by invoice and debit of the Payment Account, in each case on the basis and subject to the limits set out in Section 4.3. ShopDot reserves the right to modify the Fees payable hereunder on not less than thirty (30) days’ prior written notice to Supplier. Supplier will maintain complete, accurate and up-to-date Payment Account, Billing Method, billing, and contact information at all times. Except as expressly set forth herein or in an Order Form, all Fees and Processing Fees are fully earned and non-refundable when due. All dollar amounts referred to in this Agreement are in United States Dollars.

4.6 Taxes

ShopDot purchases Merchandise from Supplier for resale. Where ShopDot resells Merchandise to a Customer, ShopDot is responsible for calculating, collecting, and remitting sales, use, and similar transaction taxes on that sale, including where the sale crosses state lines. Where ShopDot resells Merchandise to a Channel for onward sale, that resale is a sale for resale and the Channel is responsible for those taxes on its own sale to the Customer. As Section 4.1 provides, the Payment is the entire consideration due to Supplier for an Order, and no sales or use tax on the Wholesale Price is payable by ShopDot in addition to it. Where Supplier requires a resale or exemption certificate to support that treatment, Supplier will request it from ShopDot, and ShopDot will provide a certificate valid in the applicable jurisdiction within ten (10) business days of the request. Supplier will not demand, claim, set off, or seek reimbursement from ShopDot for sales or use tax on the Wholesale Price, whether at the time of an Order or following any audit or assessment, without first requesting a certificate and giving ShopDot a reasonable opportunity to provide it. Supplier will provide accurate product tax classification information for its Merchandise, and will do so before the affected Merchandise is made available for sale. Supplier remains responsible for taxes on its own income and for any tax obligation arising outside the sale of Merchandise through the ShopDot Platform.

The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, other than taxes based on ShopDot’s income, (“Taxes”) and Supplier will be responsible for payment of all such Taxes and any related penalties and interest arising from payment of the Fees or the provision of the Services to Supplier. This paragraph does not apply to the Wholesale Price or the Shipping Fee, which are addressed in the first paragraph of this Section. Supplier will make all payments of Fees to ShopDot free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to ShopDot will be Supplier’s sole responsibility, and Supplier will provide ShopDot with official receipts issued by the appropriate taxing authority, or such other evidence as ShopDot may reasonably request, to establish that such taxes have been paid. Supplier will provide ShopDot with a completed IRS Form W-9, or other taxpayer identification information ShopDot reasonably requests, and will keep that information current.

4.7 Interest

Any amounts not paid to ShopDot when due will bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

4.8 Working with Selling Partners

ShopDot has invested significant time, effort and capital in building its Selling Partner relationships.

Contact and wholesale sales. Supplier may respond to a Selling Partner that contacts it, may provide samples, product information, education and training, and may sell merchandise to a Selling Partner at wholesale for that Selling Partner’s own account. Nothing in this Agreement restricts that.

Limits. During the Term and for six (6) months after it ends, Supplier will not: (a) arrange with a Selling Partner for merchandise to be shipped directly to a consumer rather than to the Selling Partner, other than through the ShopDot Platform; (b) solicit a Selling Partner to move sales of Merchandise presented through its Store from the ShopDot Platform to another commerce platform; or (c) use ShopDot’s Selling Partner relationships to build, supply, or operate a commerce, storefront, or catalog service that competes with the ShopDot Platform.

This Section does not apply to a Selling Partner with which Supplier had a direct commercial relationship before that Selling Partner first presented Supplier’s Merchandise through the ShopDot Platform.

5. Supplier Data, User Data, Acceptable Use and Supplier Responsibilities

5.1 License; Ownership; Feedback

Supplier is solely responsible for any and all obligations with respect to the accuracy, completeness, content, quality, timeliness and legality of Supplier Data, and acknowledges that other users of the Services (“Users”) are responsible for the accuracy, completeness, content, quality, timeliness and legality of the content they upload, distribute, post or otherwise make available (collectively, “Make Available”) via the ShopDot Platform (such content of other users, “User Content”). Supplier will obtain all third-party licenses, consents and permissions needed for ShopDot to use the Supplier Data to provide the Services (which includes the ability of ShopDot to use such Supplier Data to improve the Services) and to exercise all licenses granted by Supplier herein. Supplier grants ShopDot a non-exclusive, worldwide, royalty-free and fully paid license during the Term to use the Supplier Data (a) as necessary for purposes of providing the Services, (b) in order to improve the Services, and (c) generate Anonymized Data. For clarity, ShopDot owns all Anonymized Data and ShopDot may freely and perpetually use, share, and disclose Anonymized Data, during and after the Term, for commercial uses including e.g., developing aggregate statistical analyses, improving the Service, and sharing with third parties. Supplier also hereby grants to ShopDot a non-exclusive, sub-licensable, worldwide, perpetual, irrevocable, fully transferable, royalty-free and fully paid right and license to: use or incorporate into the Services any suggestions, ideas, feedback, recommendations or other information provided by Supplier or its Authorized Users with respect to the Services (“Feedback”) and to reproduce, distribute, modify, create derivative works of, publicly perform and display, and sub-license Feedback. For avoidance of doubt, Anonymized Data and Feedback are not Confidential Information of Supplier. The Supplier Data, and all worldwide Intellectual Property Rights in it, is the exclusive property of Supplier. All rights in and to the Supplier Data not expressly granted to ShopDot in this Agreement are reserved by Supplier.

5.2 Supplier Data Warranty

Supplier represents and warrants that any Supplier Data will not (a) infringe or misappropriate any Intellectual Property Rights; (b) be deceptive, defamatory, obscene, pornographic or unlawful; (c) contain any viruses, worms or other malicious computer programming codes intended to damage ShopDot’s system or data; or (d) otherwise violate the rights of a third party. ShopDot is not obligated to back up any Supplier Data; Supplier is solely responsible for creating backup copies of any Supplier Data at its sole cost and expense. Supplier agrees that any use of ShopDot Platform contrary to or in violation of the representations and warranties of Supplier in this Section 5.2 constitutes unauthorized and improper use of ShopDot Platform.

5.3 Responsibility for Data and Security

Supplier and its Authorized Users will have access to the Supplier Data and will be responsible for all changes to and/or deletions of Supplier Data and the security of all passwords and other Access Protocols required in order to access ShopDot Platform. Supplier will have the ability to export Supplier Data out of ShopDot Platform and is encouraged to make its own back-ups of the Supplier Data. Supplier will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Supplier Data.

5.4 Data Privacy Addendum

To the extent Supplier Data, or the Customer Personal Data described in Section 5.10(a), includes Personal Information derived from California residents or consumers, the terms of ShopDot’s CCPA Addendum shall apply to such Personal Information and be incorporated into the Agreement, subject to Section C.3 of the CCPA Addendum.

5.5 No Obligation to Pre-Screen Content

Supplier acknowledges that ShopDot has no obligation to pre-screen any User Content or Supplier Data, although ShopDot reserves the right in its sole discretion to pre-screen, refuse and remove any such User Content or Supplier Data. In the event ShopDot pre-screens, refuses or removes any User Content or Supplier Data, Supplier acknowledges that ShopDot will do so for its sole benefit and not any other person.

5.6 Storage

Unless otherwise agreed to by ShopDot in writing elsewhere, ShopDot has no obligation to store any Supplier Data or User Content. You agree that ShopDot retains the right to create reasonable limits on Supplier’s use and storage of Supplier Data and User Content, such as limits on file size, storage space, processing capacity and similar limits as may be described on the ShopDot Platform.

5.7 Acceptable Use Policy

In connection with Supplier’s use of the ShopDot Platform, Supplier agrees that will not: (a) Make Available any Supplier Data that, in ShopDot’s sole discretion, (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, ShopDot personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) Make Available any Supplier Data that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (e) Make Available any Supplier Data that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights; (f) intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; (g) harass any person; or (h) advocate, encourage or assist any third party in doing any of the foregoing activities in this section.

5.8 Interactions with Other Users

Supplier is solely responsible for its interactions with other Users and any other parties with whom Supplier interacts; provided, however, that ShopDot reserves the right, but has no obligation, to intercede in any resulting disputes between Supplier and Users. Supplier agrees that ShopDot will not be responsible for any liability incurred as the result of such interactions. Supplier hereby releases ShopDot and its successors and assigns from claims, demands, any and all losses, damages, liabilities, rights, and actions of any kind, including personal injuries, death and property damage, that is either directly or indirectly related to or arises from Supplier’s interactions with any other Users. If Supplier is a California resident, Supplier hereby waives California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

5.9 Order Fulfillment and Order Issue Resolution

Without limiting the “By Supplier” paragraph of Section 2.3, as between ShopDot and Supplier, Supplier is solely responsible for fulfilling every Order, by shipping the Merchandise directly to the Customer at ShopDot’s direction in accordance with Section 2.5(b). Supplier agrees to fulfill all Orders transmitted to it through the ShopDot Platform.

Returns, exchanges, and refunds. ShopDot, or the Channel through which the Merchandise was sold, receives and administers Customer requests for returns, exchanges, refunds, and cancellations, and issues refunds to Customers. As between ShopDot and Supplier, Supplier bears the cost of returns and exchanges and is responsible for reverse logistics, including providing return addresses, return authorizations, and any return shipping labels ShopDot requires to administer a return. Supplier will maintain a returns and exchanges policy and provide it to ShopDot; ShopDot will apply that policy in administering returns except where ShopDot’s published returns and refunds policy or applicable law requires otherwise. Supplier’s policy must state a return window measured from delivery. That window may not be shorter than, and may not exceed, the window stated in the version of ShopDot’s published returns and refunds policy in effect when the Order was placed, which is currently thirty (30) days from delivery. That version governs the Order, as it does for the Customer. Where Supplier’s policy states no window, is open-ended, or states a different window, the window stated in ShopDot’s published returns and refunds policy applies.

Final sale. Supplier may designate an item of Merchandise as final sale, meaning that it is not returnable for change of mind. Merchandise that is manufactured, printed, or personalized to a Customer’s order may be designated on the same basis. A designation takes effect only where ShopDot renders the restriction to the Customer, clearly and conspicuously, on the product listing page and at checkout before the Customer pays; until ShopDot renders it, the window stated in ShopDot’s published returns and refunds policy applies. ShopDot may decline or reverse any designation, and may refund, replace, or accept the return of a final sale item where ShopDot considers it appropriate; where ShopDot does so for a reason other than the Merchandise arriving damaged, defective, or not as ordered, ShopDot bears that cost and does not recover it from Supplier under Section 4.3. A final sale designation does not affect Supplier’s obligations for Merchandise that arrives damaged, defective, or not as ordered, which apply in every case.

Order issues. Supplier will work with ShopDot in good faith to resolve any order issue, including issues related to insufficient inventory, quality of Merchandise, and incorrect or delayed shipments. Supplier will not deal directly with a Selling Partner about an Order. ShopDot will provide Supplier with all necessary information to fulfill orders and handle disputes as it relates to fulfillment or product. Supplier’s use of Customer Personal Data is governed by Section 5.10.

Assigned Requests. ShopDot, or the Channel through which the Merchandise was sold, receives every Customer request about an Order in the first instance. ShopDot may assign a request to Supplier for resolution (an “Assigned Request”), and Supplier will resolve it in accordance with the Service Standards. While a request is assigned, Supplier may communicate with the Customer directly about that request, and only about that request. In doing so Supplier will: (a) identify ShopDot, or the applicable Channel, as the seller, and will not state or imply that the Customer’s purchase contract is with Supplier; (b) communicate only through the channel ShopDot designates for the purpose, so that ShopDot retains a record of the communication; (c) tell the Customer that the Customer may return to the seller at any time, and hand the request back to ShopDot promptly wherever the Customer asks to escalate; and (d) comply with Section 5.10 in respect of Customer Personal Data.

Supplier will not, in an Assigned Request or in any other communication with a Customer: tell the Customer when an Order will ship or arrive, or give the Customer a revised ship date; issue, promise, or decline a refund, credit, or price adjustment; offer any coupon, discount, membership, or other inducement; direct the Customer to any channel other than the ShopDot Platform; request payment or payment details; or solicit a review, subscription, or contact outside the ShopDot Platform. For the avoidance of doubt, the fulfillment timeline Supplier maintains in the Supplier Portal under Section 2.3 is not a communication with a Customer for the purposes of this paragraph, and Supplier’s obligation to keep it accurate and current is unaffected. The seller publishes that timeline to the Customer, is responsible to the Customer for it, and gives every notice of delay and every revised date itself. Except as this Section permits, Supplier will not deal directly with a Customer about an Order and will route every Customer communication about an Order through ShopDot.

What ShopDot retains. ShopDot, or the Channel through which the Merchandise was sold, remains the seller and merchant of record and remains responsible to the Customer for the Order. The seller alone gives the Customer any notice about shipment timing, any revised ship date, and any option to consent to a delay or to cancel, and the seller alone issues refunds, credits, and cancellations and handles chargebacks. Supplier may approve a return or exchange and issue a return authorization under the returns and exchanges policy it maintains under this Section; Supplier may not refuse a return or exchange that ShopDot’s published returns and refunds policy or applicable law requires. ShopDot may withdraw an Assigned Request at any time and without cause, may resolve any request itself, and may overrule any determination Supplier makes. ShopDot’s determination is final as between ShopDot and the Customer, and is without prejudice to the allocation of cost between ShopDot and Supplier under Sections 4.3 and 5.15. An Assigned Request does not make Supplier a party to the sale to the Customer.

Service standards. For each Assigned Request, and for each Customer inquiry ShopDot forwards under Section 2.3, Supplier will: (a) acknowledge it; (b) provide a substantive response; (c) approve or decline any return or exchange and issue the return authorization; and (d) provide any return address and return shipping label ShopDot requires to administer the return. Supplier will do each of those things within the time stated in the Service Standards, and will meet the communication requirements and follow the escalation path stated there. The Service Standards are incorporated into and form part of this Agreement. ShopDot publishes them at the location stated in Section 2.3 and may update them in accordance with Section 10.11(g); the version in effect when a request is assigned or forwarded governs that request. Where the Service Standards conflict with this Agreement, this Agreement governs. Where Supplier does not meet the Service Standards, Section 2.3 applies, and ShopDot may in addition resolve the request itself, determine it in the Customer’s favor, and decline to assign further requests to Supplier, in each case with no change to the allocation of cost under Sections 4.3 and 5.15.

5.10 Use of Customer Personal Data; No Solicitation of Customers

(a) What Supplier receives. In connection with Orders, Supplier receives personal information of Customers, which may include first and last name, phone number, and physical address (“Customer Personal Data”). Customers are the customers of ShopDot or of the applicable Channel, and are not Supplier’s customers.

(b) Purpose limitation. Supplier will use and disclose Customer Personal Data solely to perform its obligations under this Agreement, including shipping, delivery, returns, order support, and communicating with a Customer about an Assigned Request to the extent Section 5.9 permits, and for no other purpose. Except as permitted by subsection (e), Supplier will not sell, license, rent, share, or otherwise make Customer Personal Data available to any third party.

(c) No marketing or list building. Supplier will not use Customer Personal Data to market or sell anything, and will not add a Customer to any marketing list, customer database, loyalty program, audience segment, or advertising audience, or match Customer Personal Data against any list Supplier or a third party maintains.

(d) No solicitation, including in the shipment. Supplier will not solicit any Customer or direct any Customer to purchase through any channel other than the ShopDot Platform. This applies to anything included in or on a shipment: Supplier will not include in any Order shipment any coupon, discount offer, catalog, insert, card, QR code, web address, or other material that solicits a purchase outside the ShopDot Platform, invites the Customer to join any Supplier list or program, or requests a review or contact outside the ShopDot Platform. Supplier’s own branding on the Merchandise and its packaging is permitted; solicitation is not. This subsection applies equally to any communication with a Customer under Section 5.9: Supplier will not use an Assigned Request to solicit a purchase, a review, a subscription, or contact outside the ShopDot Platform, to promote any channel of Supplier’s own, or to obtain a Customer’s consent to anything.

(e) Subcontractors. Where a fulfillment provider or other subcontractor of Supplier receives Customer Personal Data, Supplier will bind it in writing to obligations no less protective than this Section and remains responsible for its acts and omissions.

(f) Retention. Supplier will retain Customer Personal Data only as long as needed for the purposes in subsection (b) and to satisfy its own legal retention obligations, and will delete or de-identify it after that. Supplier will delete, correct, or restrict its use of Customer Personal Data relating to a particular Customer on ShopDot’s written request, within thirty (30) days of the request, unless retention is required by law, and will confirm completion to ShopDot in writing.

(g) Remedies. In addition to any other remedy, ShopDot may suspend or terminate Supplier’s access to the ShopDot Platform for breach of this Section and may require immediate removal of any non-compliant material from Supplier’s fulfillment process.

5.11 Supplier Indemnification

Supplier will indemnify, defend and hold harmless ShopDot and its officers, directors, employees, consultants and agents (the “ShopDot Indemnitees”) from and against any damages, liabilities, losses, judgments, settlements, costs and expenses (including any attorney’s fees) incurred by any of the ShopDot Indemnitees in connection with or arising from any third-party claims, demands, actions or suits related to: (i) Supplier’s breach or alleged breach of this Agreement; (ii) any disputes between Supplier and any Customers, Selling Partners, other Users, or other person related to Selling Partners’ Stores, and/or Merchandise and, without limiting the foregoing, issues related to Supplier’s fulfillment or failure to fulfill any orders; (iii) any claim that Merchandise or Supplier Data, as applicable, infringe upon, misappropriate or otherwise violate the rights of any third parties, including any Intellectual Property Rights or rights of publicity; or (iv) any claim arising from the Merchandise itself, including product liability, personal injury, property damage, product defect, failure to warn, mislabeling, contamination, non-compliance with any product safety or labeling requirement, or recall. Supplier acknowledges that ShopDot purchases Merchandise as principal and resells it in the chain of distribution, and that this clause (iv) is a material inducement to ShopDot entering into this Agreement.

5.12 Product Compliance, Recalls, and Insurance

(a) Compliance. Supplier represents and warrants that all Merchandise, and its packaging, labeling, and accompanying documentation, comply with all applicable laws, regulations, and product safety and labeling requirements in each jurisdiction to which Supplier ships, and that Supplier holds every registration, license, or approval required to sell such Merchandise.

(b) Recalls and safety notices. Supplier will notify ShopDot in writing without undue delay, and in any event within twenty-four (24) hours, of any actual or contemplated recall, withdrawal, safety notice, regulatory enforcement action, or serious adverse event involving Merchandise. ShopDot will notify affected Customers, or will procure that the Channel through which the Merchandise was sold does so, because Supplier holds no Customer relationship and is barred by Section 5.10 from holding Customer Personal Data for that purpose. Supplier will bear the full cost of any recall or withdrawal affecting Merchandise sold through the ShopDot Platform or through any Channel, whether that notification is made by ShopDot or by a Channel, including the cost of that customer notification, refunds, return shipping, destruction, and any regulatory reporting. Supplier will provide ShopDot, within twenty-four (24) hours of request, the lot or batch identifiers affected and any information ShopDot requires to identify affected Orders and to meet its own reporting obligations. ShopDot may suspend the sale of any Merchandise immediately on becoming aware of a safety concern, without liability to Supplier.

(c) Insurance. Supplier will maintain commercial general liability insurance including products and completed operations coverage, on an occurrence form, with limits of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate, with an insurer rated no lower than A- VII by AM Best. Supplier will name ShopDot as an additional insured including under a vendors endorsement (ISO form CG 20 15 or equivalent) covering ShopDot's liability as a distributor of the Merchandise, on a primary and non-contributory basis, and will cause its insurer to waive subrogation against ShopDot. Supplier will maintain this coverage, or equivalent run-off coverage, for three (3) years after the last Order. Supplier will provide a certificate of insurance and the additional insured and vendors endorsements on request, and will give ShopDot at least thirty (30) days' written notice before any cancellation or material reduction in coverage.

5.13 Product Warranty

Supplier represents and warrants that all Merchandise: (a) conforms to its description, specification, and label, and to any sample Supplier has provided; (b) is of merchantable quality, is fit for the purpose for which such goods are ordinarily used, and is free from defects in materials, workmanship, and design; (c) is genuine, is not counterfeit, diverted, or grey-market, and has been manufactured, handled, and stored in accordance with applicable good manufacturing practice; (d) is not adulterated or misbranded; (e) is delivered with remaining shelf life sufficient for ordinary resale and consumption, and is transmitted with its lot or batch identifier and expiration date where the Merchandise carries one; and (f) is delivered free and clear of all liens, encumbrances, and third-party claims of title. These warranties run to ShopDot as buyer and are in addition to, and not limited by, any other provision of this Agreement. Nothing in Section 6 disclaims them.

5.14 Claims and Substantiation

(a) Substantiation. Supplier represents and warrants that every claim Supplier makes for Merchandise, or supplies to ShopDot for publication, is truthful, is not misleading, and is supported by competent and reliable evidence — including competent and reliable scientific evidence where the claim is a health, nutrition, performance, or efficacy claim — at the time the claim is made. Supplier will produce that evidence within ten (10) days of ShopDot's written request.

(b) Prohibited claims. Supplier will not make, and will not supply for publication, any claim that Merchandise diagnoses, treats, cures, mitigates, or prevents any disease, or any other claim that would cause the Merchandise to be regulated other than as it is labeled.

(c) Required disclosures. Where a claim or a product category requires a statutory or regulatory disclaimer, warning, or disclosure, Supplier will provide ShopDot with the exact required text and with any information ShopDot needs to determine whether it applies, before the affected Merchandise is made available for sale.

(d) ShopDot's discretion. ShopDot may remove, edit, or decline to publish any claim or product content at any time and for any reason, without terminating this Agreement or any Order and without liability to Supplier.

5.15 Direct Losses

In addition to the indemnity in Section 5.11, and whether or not any third-party claim, demand, action, or suit is made, Supplier will reimburse ShopDot for ShopDot's own losses and costs arising from a breach of Section 5.13 or Section 5.14, or from Merchandise that is defective, non-compliant, adulterated, misbranded, mislabeled, contaminated, recalled, or withdrawn. Recoverable amounts include refunds and credits issued to Customers, whether issued by ShopDot or issued by a Channel and borne by ShopDot, replacement cost, return, handling, and destruction costs, payment-processing and chargeback costs, the cost of customer notification under Section 5.12(b), and reasonable internal and external investigation costs. ShopDot may recover these amounts by invoice or, at its election, by deduction from amounts otherwise payable to Supplier.

5.16 Records and Audit

Supplier will retain, for three (3) years after the last Order or for any longer period applicable law requires, records sufficient to establish its compliance with Sections 5.12, 5.13, and 5.14, including certificates of analysis, manufacturing and lot records, regulatory registrations and approvals, substantiation files, and insurance certificates and endorsements. On reasonable written notice and no more than once in any twelve (12) month period absent a recall, safety concern, or suspected breach, Supplier will make those records available to ShopDot or its designated reviewer for inspection. ShopDot will treat records disclosed under this Section as Supplier's Confidential Information.

5.17 Availability of Supplier Data to Channels and Network Operators

ShopDot may make Supplier Data available to a Channel, or to the Network Operator of a Network in which Supplier’s Merchandise is made available, to the extent required to present and support that Merchandise and to administer Orders, and, in the case of a Channel, to sell it. ShopDot will bind each such recipient in writing to restrictions on the use of Supplier Data no less protective than those this Agreement places on ShopDot, and remains responsible for the recipient’s compliance with them. No recipient may use Supplier Data to build a competing product or service, to source Merchandise other than through ShopDot, or for any purpose other than the one stated in this Section. Where Merchandise is sold through a Channel, Supplier’s obligations under Section 5.12(b) apply in respect of that sale.

6. Disclaimers

6.1 General Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND SHOPDOT MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SHOPDOT DOES NOT WARRANT THAT ANY ERRORS CAN BE CORRECTED, THE SERVICES WILL MEET SUPPLIER’S REQUIREMENTS, OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

6.2 No Liability for Conduct of Third Parties

SUPPLIER ACKNOWLEDGES AND AGREES THAT SHOPDOT IS NOT LIABLE, AND SUPPLIER AGREES NOT TO SEEK TO HOLD SHOPDOT LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OR CUSTOMERS.

6.3 No Liability for Merchandise or Stores

SUPPLIER ACKNOWLEDGES AND AGREES THAT SHOPDOT IS NOT LIABLE, AND SUPPLIER AGREES NOT TO SEEK TO HOLD SHOPDOT LIABLE, FOR STORES OPERATED BY SELLING PARTNERS, INCLUDING ANY DOWNTIME OF STORES OR THE CONTENT OF ANY STORE. THIS SECTION DOES NOT LIMIT SHOPDOT’S OBLIGATIONS TO SUPPLIER AS BUYER OF THE MERCHANDISE. NOTHING IN THIS SECTION 6, OR IN ANY OTHER PROVISION OF THIS AGREEMENT, LIMITS SUPPLIER’S OBLIGATIONS UNDER SECTIONS 5.11 THROUGH 5.16, OR SUPPLIER’S RESPONSIBILITY FOR ITS OWN MERCHANDISE.

7. Limitation of Liability

7.1 Types of Damages

IN NO EVENT WILL SHOPDOT BE LIABLE TO SUPPLIER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SHOPDOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, OR EITHER PARTY’S LIABILITY FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S OWN NEGLIGENCE OR WILLFUL MISCONDUCT.

7.2 Amount of Damages

THE MAXIMUM LIABILITY OF SHOPDOT ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE GREATEST OF (A) THE FEES PAID OR PAYABLE BY SUPPLIER TO SHOPDOT DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, (B) THE AMOUNTS PAID OR PAYABLE BY SHOPDOT TO SUPPLIER DURING THAT SAME TWELVE (12) MONTH PERIOD, AND (C) ONE THOUSAND DOLLARS ($1,000). THIS SECTION 7.2 DOES NOT APPLY TO, AND SHOPDOT’S LIABILITY IS NOT LIMITED IN RESPECT OF, ANY AMOUNT PAYABLE BY SHOPDOT TO SUPPLIER FOR MERCHANDISE SUPPLIED UNDER THIS AGREEMENT, INCLUDING THE WHOLESALE PRICE AND ANY SHIPPING FEE, WHICH SUPPLIER MAY RECOVER AS A DEBT. IN NO EVENT WILL SHOPDOT’S PROVIDERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

7.3 Basis of the Bargain

The parties agree that the limitations of liability set forth in this Section 7 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

8. Confidentiality

8.1 Confidential Information

“Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, and all enhancements and improvements thereto, will be considered Confidential Information of ShopDot.

8.2 Protection of Confidential Information

The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Supplier) or to those employees who have a need to know (with respect to ShopDot), in each case who have confidentiality obligations no less restrictive than those set forth herein and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.

8.3 Exceptions

The confidentiality obligations set forth in Section 8.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

9. Term and Termination

9.1 Term

This Agreement will begin on the date Supplier accepts it (in accordance with the preamble) and continue in full force and effect, until terminated in accordance with the Agreement (the “Term”).

9.2 Termination for Breach

Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than five (5) business days after receipt of written notice of such breach.

9.3 Termination for Convenience

Either party may terminate this Agreement for convenience upon ten (10) days prior written notice to the other party. Where a statute applicable to the relationship between the parties requires a longer notice period, an opportunity to cure, or cause for termination or non-renewal, those requirements apply to the extent required by that statute and this Section is modified accordingly. Nothing in this Agreement waives any right that such a statute makes non-waivable.

9.4 Effect of Termination

Upon termination of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate and Supplier and its Authorized Users must cease all use of the Services; (b) promptly after the effective date of termination or expiration, each party will comply with its obligations to return or destroy all Confidential Information of the other party; and (c) any amounts owed to ShopDot under this Agreement will become immediately due and payable. Sections 1, 2.3, 2.5, 3.2, 3.3, 4, 5.1, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 6, 7, 8, 9.4, 10 and the CCPA Addendum will survive expiration or termination of this Agreement for any reason.

ShopDot will pay to Supplier, in the ordinary course under Section 4.1, the Wholesale Price and any Shipping Fee for each Order accepted before the effective date of termination, including any such Order shipped after that date. This obligation is unaffected by the termination of any licence under subsection (a) and applies however this Agreement is terminated. ShopDot may withhold or set off against amounts payable under this paragraph any amount Supplier owes ShopDot, including any amount recoverable under Section 5.15.

10. Miscellaneous

10.1 Governing Law and Venue

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Supplier hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Wilmington, Delaware for any lawsuit filed there against Supplier by ShopDot arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

10.2 Dispute Resolution; Mediation; Arbitration

In the event of any dispute hereunder, prior to taking any formal action, the parties shall engage in informal, good faith discussions to resolve such dispute. Either party may propose mediation administered by JAMS, or its successor, on an expedited basis; mediation is voluntary, is not a condition to arbitration, and neither party is required to participate in it before commencing arbitration. Where both parties agree to mediate, they will share equally in the costs of the mediator and related JAMS administrative costs.

If the dispute is not resolved informally, either party may submit it to final and binding arbitration in New York County, New York, administered by JAMS, or its successor, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitration will be decided by one (1) neutral arbitrator. The parties will share equally in the administrative costs and the arbitrator’s fees associated with the arbitration; provided, however, that each party will bear its own attorneys’ fees and costs. The arbitrator shall apply Delaware law without reference to conflicts of laws principles. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought.

Either party may seek equitable relief in the state and federal courts for Wilmington, Delaware prior to or during the arbitration to preserve the status quo, and either party may file a motion in those courts to compel the other party to participate in the arbitration; the prevailing party on such a motion shall be awarded its costs and expenses, including reasonable attorneys’ fees in connection with such motion.

The parties expressly acknowledge that by entering into this Agreement, they each are waiving their respective rights to have any dispute between the parties hereto adjudicated by a court or by a jury.

10.3 Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.4 Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.5 No Assignment

Supplier may not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of ShopDot, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. ShopDot may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of Supplier. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

10.6 Compliance with Law

Supplier will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services.

10.7 Force Majeure

Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

10.8 Independent Contractors

Supplier’s relationship to ShopDot is that of an independent contractor, and neither party is an agent or partner of the other. Supplier will not have, and will not represent to any third party that it has, any authority to act on behalf of ShopDot.

10.9 Notices

All notices required or permitted under this agreement must be delivered in writing, if to ShopDot, by emailing support@shopdotapp.com, and if to Supplier, by emailing the Supplier Point of Contact email address last made available by Supplier on its Account, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed in the Order Form or, where there is no Order Form, at the business address last made available by Supplier on its Account, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service; and provided further that where no such address is available, delivery of the email notice alone constitutes effective notice. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party. In the event that the email address provided on Supplier’s Account is not valid, or for any reason is not capable of delivering to Supplier any notices required or permitted by this Agreement, ShopDot’s dispatch of the email containing such notice will nonetheless constitute effective notice.

10.10 Precedence

To the extent that a conflict arises between the terms and conditions of an Order Form, Addendum, or Schedule signed by both parties (each, a “Signed Instrument”) and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Signed Instrument expressly states that it supersedes specific language in the Agreement. Where two Signed Instruments each expressly supersede the same language, the later-dated instrument governs. A schedule, rate, or policy that ShopDot publishes, in the Supplier Portal or at a location this Agreement states, and that this Agreement expressly incorporates, including the Service Standards, forms part of this Agreement; where any such item conflicts with the body of this Agreement, the body of this Agreement governs.

10.11 Changes to this Agreement

(a) How ShopDot makes changes. ShopDot may modify this Agreement. When it does, ShopDot will publish the updated Agreement on its website, update the Last Updated date above, and keep prior versions available at the dated archive addresses linked from that page. The version of this Agreement in effect when an Order is placed governs that Order.

(b) Material Adverse Changes. A “Material Adverse Change” means a change that, taken as a whole, is materially adverse to Supplier and relates to: the Wholesale Price, the Shipping Fee, any Fees, or the basis on which any of them is calculated; the timing or method of Payments to Supplier; Supplier’s rights or obligations in respect of Customer Personal Data or Supplier’s own data; the limitations of liability or the indemnities; the rights of either party to terminate or suspend; or dispute resolution. ShopDot will give Supplier not less than thirty (30) days’ prior notice of a Material Adverse Change, and the change takes effect on the date stated in the notice, which will not be earlier than thirty (30) days after notice is given. At any time before that date, Supplier may terminate this Agreement on written notice, without penalty and without any convenience-termination notice period otherwise applicable, including under Section 9.3 or under any Signed Instrument, and will be paid all amounts earned before termination in accordance with Section 9.4.

(c) All other changes. Any other change — including a clarification, the correction of an error, a change that is neutral or beneficial to Supplier, and the addition of an optional feature or program — takes effect when ShopDot publishes the updated Agreement.

(d) Changes required by law. Where a change is required by applicable law, by a regulator, or by a payment network or the Third-Party Payment Processor, the change takes effect on the date required, and ShopDot will give notice as soon as reasonably practicable.

(e) How notice is given. Notice under this Section is given by posting it in the Supplier Portal and is effective on the date it is posted. ShopDot will also send the notice to the email address last made available by Supplier on its Account. Notice under this Section is a transactional communication about this Agreement and is not affected by any marketing preference Supplier has set.

(f) Acceptance. Continued use of the Services after a change takes effect constitutes acceptance of the updated Agreement. Where a change materially alters the commercial basis of the relationship, ShopDot may require Supplier to accept the updated Agreement in a specified manner before further use of the Services. Where Supplier does not agree to a change, Supplier may terminate under Section 9.3 or, in the case of a Material Adverse Change, under subsection (b).

(g) Published policies. Where this Agreement incorporates a schedule, rate, or policy that ShopDot publishes, in the Supplier Portal or at a location this Agreement states, ShopDot may update it in accordance with the notice provision that applies to that item. Where no notice provision is stated for an item, ShopDot will give not less than thirty (30) days’ notice of a change that shortens a time Supplier has to act or otherwise increases Supplier’s obligations under that item, and any other change to it takes effect when ShopDot publishes it. A change under this subsection is not a Material Adverse Change unless subsection (b) applies to it independently. A change to a published fee is governed by Section 4.5.

10.12 Entire Agreement

This Agreement, together with any applicable Signed Instrument, is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters.

CCPA ADDENDUM

This Addendum forms part of the Agreement and is numbered separately from it. A reference in this Addendum to a Section lettered A, B or C is to this Addendum; a reference to a numbered Section is to the body of the Agreement.

A. Definitions

• "CCPA" means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, as set forth in California Civil Code § 1798.100 et seq. and all other applicable laws or regulations relating to the Processing of Personal Information that may exist in the relevant jurisdiction.
• "Business," “Business Purpose,” “Consumer,” “Person,” “Personal Information,” “Sell,” “Share,” “Service Provider,” and “Third Party” have the meanings set forth in the CCPA.
• All other defined terms have the meanings set forth in the Agreement.

B. Terms

B.1 Roles of the Parties

ShopDot is a Business with respect to the Personal Information of Consumers that it collects as seller in connection with an Order. ShopDot determines the purposes and means of Processing that Personal Information and is responsible for responding to Consumer requests relating to it. Where ShopDot resells Merchandise to a Channel, the Channel is the Business with respect to the Personal Information of the Customers to whom it sells, and ShopDot is a Business only in respect of Personal Information it collects itself. Supplier’s obligations under this Addendum are the same in either case. Customers are the customers of ShopDot or of the applicable Channel, and are not Supplier’s customers.

Supplier receives Customer Personal Data solely to perform its obligations under the Agreement, as set out in Section 5.10. In respect of that Personal Information, Supplier Processes it as a Service Provider to ShopDot. Supplier will not Sell or Share it, will not retain, use, or disclose it for any purpose other than the purposes Section 5.10(b) permits, will not use it for its own commercial purposes, will not use it to market or to build any list, database, audience, or segment, and will not combine it with Personal Information received from any other source.

Personal Information that Supplier collects independently of the Agreement is outside this Addendum, and Supplier acts as a Business in its own right in respect of it.

The parties will comply at all times with the applicable provisions of the CCPA in respect of the collection, transmission, and Processing of all Personal Information exchanged or shared pursuant to the Agreement.

B.2 Subject-Matter of the Processing

The subject-matter of the Processing of Personal Information covered by this Addendum is the fulfillment of Orders under the Agreement and the resolution of Customer requests about them, including any Assigned Request as defined in Section 5.9.

B.3 ShopDot’s Undertakings

In respect of Personal Information Processed in the course of providing the Services, ShopDot:

(a) will Process Personal Information in accordance with the Agreement, ShopDot’s published Privacy Policy, and the CCPA;

(b) may engage subcontractors to provide limited services on its behalf, provided that any such subcontractor is permitted to Process Personal Information only to deliver the Services and has entered into a written agreement with ShopDot requiring it to abide by terms substantially similar to this Addendum. ShopDot remains responsible for its subcontractors’ compliance with this Addendum; and

(c) will respond to requests from Consumers under the CCPA relating to Personal Information ShopDot collects as seller, and will notify Supplier of any such request that requires Supplier to delete or correct Customer Personal Data in its possession.

B.4 Supplier’s Undertakings

In respect of Customer Personal Data, Supplier will: (a) Process it only as Section 5.10 of the Agreement and Section B.1 permit; (b) implement and maintain reasonable security procedures and practices appropriate to the nature of the Personal Information; (c) bind any subcontractor that receives it in writing to obligations no less protective, as Section 5.10(e) requires; (d) notify ShopDot promptly if Supplier determines it can no longer meet its obligations under the CCPA or this Addendum; and (e) on ShopDot’s reasonable request, make available information reasonably necessary to demonstrate compliance with this Addendum.

C. Miscellaneous

C.1 Except as expressly provided in this Addendum, the parties intend no amendment or modification of the Agreement or of any other addendum or supplement signed by the parties.

C.2 Any notice to be provided under this Addendum to Supplier will be sent to the email address associated with Supplier’s account.

C.3 This Addendum supplements the terms of the Agreement. To the extent that a conflict arises between this Addendum and the Agreement regarding the Processing of Consumers’ Personal Information, the terms of this Addendum will govern; provided, that Section 5.10 of the Agreement governs Supplier’s receipt and use of Customer Personal Data, and nothing in this Addendum alters ShopDot’s role as purchaser of Merchandise from Supplier as principal and as reseller of that Merchandise.

C.4 If any provision of this Addendum is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Addendum will remain in full force and effect.

C.5 No waiver under this Addendum will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder will not be deemed a waiver of that right.