Store Subscriber Agreement

I. Acceptance of Terms

This Store Subscriber Agreement (this “Agreement”) along with any policies Pricefalls, LLC (“Pricefalls”) may make from time to time, is entered into between Pricefalls and you (the “Seller”) and govern your access to and use of Pricefalls.com’s store subscription services (the “Services”). By registering for a store subscription, you are agreeing to the terms of this Agreement. If you do not agree to these terms, you should not register for a store subscription or use the Services.

Pricefalls reserves the right, at its sole discretion, to change, add or remove terms in this Agreement at any time. Changes will be effective immediately. For material changes to this Agreement, we will provide you with 30 days’ notice on Pricefalls.com before any amendment becomes effective. It is your responsibility to check this Agreement each time before using the Services. Your continued use of the Services following the posting of changes constitutes your acceptance of the amended terms. This Agreement may not otherwise be amended except through mutual agreement by you and a Pricefalls representative who is authorized to and expressly states the intention to amend this Agreement.

II. Products and Store Content

A. Content. Seller agrees and warrants that any and all images, product information, and other information you provide on Pricefalls.com (the “Seller’s Content”): (a) will be truthful, accurate, and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any law, statute, ordinance or regulation; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and (e) will not create liability for Pricefalls. Pricefalls will not have any responsibility for or liability with respect to the Seller’s Content. You hereby represent and warrant that you will not list, offer or sell products that violate the Pricefalls.com Marketplace Seller Account Policies.

B. Excluded Products. You hereby represent and warrant that you will not list, offer or sell products that violate Pricefalls’ policy on Prohibited and Restricted Items.

C. Products. You hereby represent and warrant that all products listed in your store will: (a) comply with all laws and regulations governing such products; (b) be authentic, authorized for sale, not stolen, counterfeit, illegal or misbranded; (c) comply with applicable minimum advertised price (MAP) or other use policies of the manufacturer; and (c) not violate the intellectual property rights of any third party.

D. Violations. Pricefalls reserves the right to remove any product listing that it determines, in its sole and absolute discretion, violates this Agreement, the Terms of Use, or any of Pricefalls’ policies.

E. Supplemental Information. In an effort to deliver relevant products, information, and to enhance the shopping experience for buyers, Pricefalls will from time to time supplement product information, group similar products, and otherwise modify the display of product data and listings. You acknowledge that errors in information and classification of products may occur from time to time and that you will indemnify and hold Pricefalls harmless, in accordance with the terms of this Agreement, from any loss, damage, or claim arising from such errors.

F. Distribution of Information. Pricefalls has entered into agreements with third-party retail and advertising networks in an effort to increase the visibility of products listed on Pricefalls.com. You acknowledge and agree that Pricefalls may distribute product and other information listed in your store to other retail and advertising networks.

III. Fulfillment of Orders.

A. Fulfillment. Once an order has been placed by a buyer, Seller will at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the order, including without limitation, packaging and shipping of the product, securing the services of and payment of any freight forwarder or customs broker service charges (as may be required for any particular shipment), import or export duties or taxes (as applicable), and customer service. Seller agrees that legal ownership and all risk of loss of the product remains with Seller until the buyer physically receives the product from Seller. If Seller cannot fulfill the entire quantity of a purchase order (PO) line in an order, then Seller will notify the buyer of its inability to fulfill the entire order and allow the buyer to (i) cancel the entire order, (ii) accept the partially fulfilled order, or (iii) accept the order with substituted goods. Seller will ship only the product purchased by the buyer and will not include any additional products, materials or information not purchased by the buyer.

B. Shipping. Seller is responsible for properly specifying shipping options for all products in its store, and for properly handling all returns. Seller will ship items ordered by customers (i) by placing the ordered items into the custody of the appropriate shipping agency or freight forwarder within the time indicated by Seller in the product listing or the Seller’s store policies, and, (ii) provide notice of shipment to the customer through the Pricefalls.com store interface, and Seller hereby represents and warrants that it will only provide notification of shipment following actual shipment of the product.

C. Cancellations, Returns, and Refunds. Seller is responsible for processing all customer cancellations, returns, refunds, and/or customer service price adjustments.

D. Good Standing. A Seller account that maintains a fulfillment rate in any given 30-day period in excess of 95% of all orders shall be considered “In Good Standing.”

IV. Fees and Payment.

A. Subscription Fees. You will be charged a monthly subscription fee and Final Value Fees, as defined below, in connection with your use of the Services (the “Fees”). You agree to pay the Fees according to the fee schedule posted by Pricefalls from time to time at www.Pricefalls.com/sell.

B. Final Value Fees. “Final Value Fees” are charged as a per-order fee plus a percentage of the total value of each transaction that is completed by you on Pricefalls.com. Final Value Fees associated with the percentage of the total value are not charged on refunds, exchanges and cancellations provided that Seller’s account is In Good Standing during the applicable invoice period. The per-order fee is not charged on refunds, exchanges and cancellations provided that the entire order amount is refunded to the customer and the Seller’s account is In Good Standing during the applicable invoice period.

C. Processing Fees. Processing fees are charged to you by Pricefalls when you pay your invoice. A flat service fee of $0.25 is charged for each invoice. In addition, a variable processing fee is charged, depending on the credit card you use to pay Pricefalls its fees, as follows: 3.5% of the total invoice amount for American Express brand cards, and 2.5% of the total invoice amount for all other credit card brands.

D. Invoicing. Sellers must have a valid credit card on file with Pricefalls at all times. Fees will be automatically charged to such credit card on a twice-monthly basis. Invoices are provided every other Friday, and seven days prior to the billing cycle. Any and all disputes or concerns regarding fees associated with your account must be reported to Pricefalls within one week of receiving your invoice.

E. Collection. Unless otherwise stated, all fees are quoted in U.S. Dollars. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms, including charging other payment methods on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from your Pricefalls.com account balance.

V. Taxes

Seller is responsible to collect, report and remit any sales, use or other taxes required under applicable law, including without limitation, any penalties or interest. All references to “tax” or “taxes” in this Agreement shall mean all taxes and fees, including without limitation, sales, use and surcharge taxes, import or export duties, and all related ancillary taxes and fees, including without limitation, electronic waste recycling fees.

VI. Renewal and Termination.

A. Renewal. Your Pricefalls Store subscription will renew automatically each month at the amount then in effect, unless it is cancelled in accordance with this section. New stores will pay a prorated subscription fee based on the remaining days in the billing cycle upon store setup. In order to avoid the billing of subscription fees you must cancel your subscription before the next billing cycle begins. Your account will close at the end of the billing cycle in which you elect to cancel your Pricefalls Seller Account. Pricefalls reserves the right to cancel your Pricefalls Seller Account and subscription at any time, by notifying you.

B. Voluntary Termination. This Agreement may be terminated at any time by either Party. You may cancel your Pricefalls Store Subscription by calling Pricefalls Seller Support at 1-866-503-9799 option 3. We do not accept cancellations by voicemail, mail, E-mail, or by any means other than by calling Pricefalls Seller Support and speaking with a Pricefalls Seller Account representative. This Agreement can only be terminated if all outstanding balances have been paid in full.

C. Involuntary Termination. Pricefalls reserves the right, in its sole and absolute discretion, to close your account in the event of a breach of this Agreement, the Terms of Use, or any of Pricefalls’ policies.

VII. Indemnification.

Seller will defend, indemnify and hold harmless Pricefalls, its affiliates, and their respective employees, directors, agents and representatives (each an “Indemnitee”) from and against any and all losses arising out of or related to third party claims asserted against, imposed upon or incurred by an Indemnitee due to, arising out of or relating to: (a) any actual or alleged breach of Seller’s representations, warranties, or obligations set forth in this Agreement or any Seller breach of Pricefalls’ Terms of Service; (b) violation of any law, regulation or third-party right; (c) Seller’s own website or other sales channels, Seller’s products (including the advertisement, offer, sale or return of any of Seller’s products), Seller’s Content, any actual or alleged infringement of any intellectual property or proprietary rights by Seller’s products or Content; (d) personal injury, death or property damage arising from Seller’s products; and (e) any and all income, sales, use, ad velorem, and other taxes, surcharges, fees, assessments or charges of any kind.

VIII. WARRANTY DISCLAIMER.

THE SERVICES AND ANY RELATED PRODUCTS, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED “AS IS.” Pricefalls EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION. SELLER AGREES THAT IT’S USE OF THE Pricefalls.com WEBSITE IS ENTIRELY AT SELLER’S OWN RISK.

IX. LIMITATION OF LIABILITY.

THE ENTIRE RISK ARISING OUT OF SELLER’S USE OF Pricefalls.com, THE SERVICES, AND/OR THE USE OF ANY CONTENT REMAINS WITH SELLER. IN NO EVENT SHALL Pricefalls OR ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT, SELLER’S USE OF Pricefalls.com OR ITS SERVICES, ANY INFORMATION OBTAINED THROUGH THE SITE, ANY DELAY OR INABILITY TO USE THE Pricefalls.com OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES TO SELLER IN CONNECTION WITH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF Pricefalls.com WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF Pricefalls HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE MAXIMUM LIABILITY THAT Pricefalls SHALL HAVE IS LIMITED TO THE ACTUAL VALUE OF ANY COMMISSIONS ACTUALLY RECEIVED BY Pricefalls IN CONNECTION WITH ANY SALES MADE BY SELLER THROUGH THE SITE. SELLER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.