THIS WONENA SELLER AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND WONENA. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY.

In this Agreement, "we," "us," and "WONENA" refer to WONENA, LLC as a contracting party and any of its relevant affiliates, while "you" denotes the applicant (if registering for or using a Service as an individual) or the business employing the applicant (if registering for or using a Service as a business), along with any of its affiliates. Capitalized terms hold the meanings assigned to them in this Agreement. In the event of any conflict between these General Terms and any other policies, the General Terms will take precedence, with the applicable Service Terms prevailing over other Policies.

1. Enrollment.

To begin the enrollment process, you must complete the registration process for the Marketplace Service. The use of the Marketplace Service is limited to parties that can lawfully enter into and form contracts under applicable Law in the United States. As part of the application, or at any time during the term of this Agreement, you must provide us with your (or your business') legal name, address, phone number and e-mail address, as well as any other information we may request. Any information provided must correspond to your business name or to the name of an individual legally authorized to act on behalf of your business. Any personal data you provide to us will be handled in accordance with WONENA’s Privacy Policy.

2. Service Fee Payments; Receipt of Sales Proceeds.

All Service Fees are published in the applicable Service Terms and Fees page, and in case it changes, it will be communicated 30 days prior to effect. You bear full responsibility for all expenses related to this Agreement. Presently, no payment methods or bank account details are required to utilize a Service. You commit to using only authorized names in connection with the provided service and agree to maintain accurate, complete, and valid information at all times by updating it as necessary. Upon our request, you will furnish documentation confirming your authorization, and you authorize us to verify your information, including any updates.

If your actions or performance pose risks such as returns, chargebacks, disputes, policy violations, or legal infractions, we reserve the right to withhold payments indefinitely. In cases of deceptive, fraudulent, or illegal activities, including selling counterfeit or stolen goods, or repeated violations of our policies, we may permanently withhold payments. All amounts and payments specified in this Agreement will be in the Local Currency, unless stated otherwise.

We may request additional payments from you to ensure compliance with this Agreement and mitigate risks such as returns, chargebacks, disputes, or policy violations. These payments may be refundable or nonrefundable, as determined by us, and failure to comply with terms may result in their forfeiture. Additionally, as a security measure, we may impose transaction limits on customers and sellers, including limits on transaction value, cumulative transactions, or daily transactions. We will not be liable if we decline transactions exceeding these limits for security reasons or if a customer withdraws from a transaction due to site unavailability.

3. Term and Termination.

This Agreement begins upon your completed registration for a Service and continues until terminated by either party. You can terminate your account or this Agreement at any time with immediate effect by notifying us via email or similar means. We may terminate your account or this Agreement with 30 days’ notice for convenience. We reserve the right to suspend or terminate your account immediately if there's a material breach of the Agreement, fraudulent activity, harm to others or our interests, low Account Health Rates, or legal requirements. We'll inform you promptly of any termination or suspension, with reasons and appeal options provided, unless doing so would hinder investigations or enable circumvention of safeguards. Upon termination, obligations for previous transactions and certain sections of the Agreement persist.

4. License.

You grant us a royalty-free, non-exclusive, worldwide license to use Your Materials for our Services or other WONENA products or services, and to sublicense these rights to our Affiliates and operators of WONENA Associated Properties. We agree not to alter Your Trademarks provided by you, except for resizing purposes, and to comply with removal requests for specific uses of Your Materials. However, this Agreement doesn't hinder our right to use Your Materials without your consent if allowed by applicable law, such as fair use or with a valid license from a third party.

5. Representations.

Each party in the agreement ensures that:

1. a) If it's a business, it's legally registered and in good standing under the country's laws where it's registered, and the registration for the service is within that country.
2. b) It possesses all necessary rights, power, and authority to enter the agreement, fulfill its obligations, and provide the rights, licenses, and authorizations stated in the agreement.
3. c) Any information shared between the parties or their affiliates is accurate, complete, and legally obtained.
4. d) It isn't subject to sanctions or listed as prohibited or restricted by any authoritative body, including lists maintained by entities like the United Nations, US Government, European Union, or other relevant government authorities.
5. e) It will adhere to all applicable laws while fulfilling its obligations and exercising its rights under the agreement.

6.Indemnification.

6.1 Your indemnification obligations. 

You are obligated to defend, indemnify, and hold harmless WONENA, including its directors, employees, agents and associates, from any third-party claims, losses, damages, costs, expenses, or liabilities (including attorneys' fees) arising from:

1. a) Your failure to comply with applicable laws.
2. b) Your products, including their offer, sale, fulfillment, refunds, cancellations, returns, or adjustments; your materials; any actual or alleged infringement of intellectual property rights by your products or materials; and any personal injury, death, or property damage related to them (excluding instances caused by WONENA).
3. c) Your taxes, duties, or the collection, payment, or failure to collect or pay your taxes or duties, including tax registration obligations.
4. d) Actual or alleged breaches of any representations you have made.

6.2 WONENA’s indemnification obligations. 

WONENA will defend, indemnify, and hold harmless you and your representatives against any third-party claims arising from:

1. a) WONENA's failure to comply with applicable laws; or
2. b) Allegations that the operation of an WONENA Site infringes or misappropriates a third party's intellectual property rights.

6.3 Process. 

If an indemnified claim could harm us, we have the option to intervene in the proceedings at our own cost, if allowed by law. No party can agree to a judgment or settle an indemnified claim without the prior written consent of the other party, except if the claim solely concerns and impacts that party. Consent to settlement cannot be unreasonably withheld.

• Disclaimer & General Release

THE WONENA WEBSITE AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION PROVIDED, ARE OFFERED "AS-IS." USERS USE THEM AT THEIR OWN RISK. EXCEPT AS STATED IN SECTION 5, WE AND OUR AFFILIATES DISCLAIM ANY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE ALSO DISCLAIM IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE, AS WELL AS ANY LIABILITY IN TORT, REGARDLESS OF NEGLIGENCE. WE DO NOT GUARANTEE THAT THE WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE. WE ARE NOT LIABLE FOR INTERRUPTIONS, INCLUDING SYSTEM FAILURES, THAT MAY AFFECT TRANSACTIONS.

BECAUSE WONENA IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES WONENA (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

• Limitation of Liability.

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF WONENA HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO WONENA IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

• Insurance.

If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during any month, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term for each applicable umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming WONENA and its assignees as additional insureds. At our request, you will provide to us certificates of insurance, the full insurance policy, or other documents we may request for the coverage to the following address: c/o WONENA, LLC, 1000 Brickell Avenue, PO Box 1788, Miami , FL 33131, Attention: Risk Management.

• Tax Matters.

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) WONENA automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) WONENA expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by WONENA and used by you. You agree to and will comply with the Tax Policies All fees and payments payable by you to WONENA under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying WONENA any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.

• Confidentiality and Personal Data.

During your use of the Services, you may receive Confidential Information, which you agree to treat as follows:

(a) You acknowledge that all Confidential Information belongs to WONENA.

(b) You will only use Confidential Information as necessary for your participation in the Services.

(c) You won't disclose Confidential Information to anyone except as required by law.

(d) You'll take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

(e) You'll retain Confidential Information only as long as necessary for participating in the Services or fulfilling statutory obligations, deleting it upon termination or when no longer needed.

You're permitted to share Confidential Information with government entities if necessary, provided you disclose the confidential nature of the information.

You must obtain written permission before issuing any press releases or making public statements related to the Services, and you may not misuse WONENA's name, trademarks, or logo according to the Trademark Using Guidelines; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.

Generally, you may not use customer personal data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times (the above 5 years’ term limit does not apply to customer personal data).

 

1.Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

2.Relationship of Parties.

You and WONENA are independent contractors under this Agreement, with no partnership, joint venture, agency, franchise, sales representative, or employment relationship created. You cannot make offers or representations on WONENA's behalf, nor does this Agreement establish an exclusive relationship. Only the parties involved have legal rights or claims under this Agreement. The Agreement benefits WONENA, you, and customers exclusively. You're solely responsible for third-party services you allow WONENA to use on your behalf, including compliance with their terms of use. You must not make statements contradicting this section.

3.Suggestions and Other Information.

If you or your Affiliates provide feedback or materials related to any WONENA Site or Service, WONENA can freely use, disclose, modify, and exploit that information. WONENA may access and disclose any information deemed necessary, including user details and usage history, to cooperate with governmental requests or protect its systems and customers. If WONENA provides suggestions for using the Services, you are responsible for any actions taken based on those suggestions.

4.Modification.

4.1. We will provide at least 15 days’ advance notice in accordance with Section 18 for changes to the Agreement.

4.2 However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 18.

4.3 Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.

5.Password Security.

Any password provided by WONENA is solely for accessing Wonena Marketplace or other provided tools to use the Services, accept transactions electronically, and review completed transactions during the Term. You are responsible for maintaining its security and must not disclose it to any unauthorized third party. You're accountable for any actions taken using your password. If compromised, you must change your password immediately.

6.Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

7.Miscellaneous

The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. WONENA and you both consent that any dispute with WONENA or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) either party may elect to proceed in a small claims court that is a Governing Court if your claims qualify; (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights; and (iii) we may bring any claims related to your sale of counterfeit products on the WONENA Site in the Governing Courts and seek any remedy available under law related to those claims. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Before you may begin an arbitration proceeding, you must send a letter notifying us of your intent to pursue arbitration and describing your claim to our registered agent, 1000 Brickell Ave., Ste 715 PBO # 1788 Miami, FL 33131. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. The expedited procedures of the AAA’s rules will apply only in cases seeking exclusively monetary relief under $50,000, and in such cases the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment. For all cases, the AAA commercial fee schedule governs the payment of all filing, administration and arbitrator fees. The underlying award in the arbitration may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules. WONENA and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration WONENA and you each waive any right to a jury trial.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to WONENA, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for WONENA as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. WONENA retains the right to immediately halt any of Your Transactions, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by applicable Program Policies. Because WONENA is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms), or the customer’s agent for any purpose, WONENA will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.

WONENA will provide notice to you under this Agreement by posting changes to Wonena Marketplace or to the applicable WONENA Services site to which the changes relate (such as the Developer Site accessible through your account), by sending you an email notification, or by similar means. You must send all notices and other communications relating to WONENA to our Selling Partner Support team via Wonena Marketplace, email, the Contact Us form, or similar means. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your e-mail addresses and certain other information in Wonena Marketplace, as applicable. You will ensure that all of your information is up to date and accurate at all times.

If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. We may make available translations to this Agreement and the applicable Service Terms and Program Policies, but the English version will control. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

Definitions

As used in this Agreement, the following terms have the following meanings:

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

"WONENA Associated Properties" means any website or other online point of presence, mobile application, service or feature, other than an WONENA Site, through which any WONENA Site, or products or services available on any of them, are syndicated, offered, merchandised, advertised, or described.

"WONENA Contracting Party" means the party of WONENA, LLC.

If you register for or use a Partner API, the WONENA Contracting Party is the Contracting Party that provides the applicable Service you use in connection with the Selling Partner API.

"WONENA Site" means, as applicable, the US WONENA Site.

"Confidential Information" means information relating to us, to the Services, or WONENA customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services; data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.

"Content" means copyrightable works under applicable Law and content protected by database rights under applicable Law.

"Excluded Products' ' means the items described on the applicable Wonena Product and Listing Guidelines, any other applicable Wonena Policy, or any other information made available to you by WONENA.

"Governing Courts" means the applicable one of the following:

• the state or Federal court in King County, Washington ,

"Governing Laws" means the applicable one of the following:

• the laws of the State of Washington, United States together with the Federal Arbitration Act and other applicable federal law ,

"Insurance Limits" means the applicable one of the following:

• One Million U.S. Dollars ($1,000,000).

"Insurance Threshold" means the applicable one of the following:

• Ten Thousand U.S. Dollars ($10,000).

"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.

"Local Currency" means the applicable U.S. Dollars.

"Optional Coverage Plans" means warranties, extended service plans and related offerings, in each case as determined by us, that you offer.

"Order Information" means, with respect to any of Your Products ordered through an WONENA Site, the order information and shipping information that we provide or make available to you.

"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

"Wonena Policies" means all policy terms provided on the Wonena Policies page.

"Sales Proceeds" means the gross proceeds from any of Your Transactions, including (a) all shipping and handling, gift wrap and other charges; (b) taxes and customs duties to the extent specified in the applicable  Tax Policies; and (c) in the case of invoiced orders, any amounts that customers fail to pay to us or our Affiliates on or before the applicable invoice due date.

"Wonena Marketplace" means the online portal and tools made available by WONENA to you, for your use in managing your orders, inventory, and presence on a particular WONENA Site or any other online point of presence.

"Service" means each of the following services: Selling on WONENA, Fulfillment by WONENA, WONENA Advertising (including WONENA Sponsored Products), the Selling Partner APIs, and the Transaction Processing Services, together in each case with any related services and materials we make available.

"Service Terms" means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.

"US WONENA Site" means that website, the primary home page of which is identified by the URL www.WONENA.com, and any successor or replacement of such website.

"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to WONENA or its Affiliates.

"Your Personnel" means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.

"Your Product" means any product or service (including Optional Coverage Plans) that you: (a) have offered through the Selling on WONENA Service; (b) have made available for advertising through the WONENA Advertising Service; or (c) have fulfilled or otherwise processed through the Fulfillment by WONENA Service.

"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.

"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange. Also, this defined term also means any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by WONENA or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of Your Products and other materials owned by you and stored by WONENA, shipping, gift wrapping, or other actions by WONENA in relation to Your Products pursuant to the Fulfillment by WONENA Service Terms.

"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

"Your Transaction" means any sale of Your Product(s) through an WONENA Site.

Selling on WONENA Service Terms

The Selling on WONENA Service ("Selling on WONENA") is a Service that allows you to offer certain products and services directly on the WONENA WEBSITE.

These Selling on WONENA Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on WONENA. BY REGISTERING FOR OR USING THE SELLING ON WONENA SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON WONENA SERVICE TERMS.

S-1 Your Product Listings and Orders.

S-1.1 Products and Product Information. 

You will provide accurate and complete Required Product Information for each product or service that you offer through any WONENA Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any WONENA Site comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on any WONENA WEBSITE; or provide any URL Marks for use, or request that any URL Marks be used, on any WONENA Site. If you offer a product for sale on WONENA Website that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide us with such warning in the manner specified in our Program Policies, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required.

S-1.2 Product Listing; Merchandising; Order Processing. 

We will enable you to list Your Products on the WONENA Website, and promote Your Products in accordance with the Agreement. We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and WONENA may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable WONENA Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Selling on WONENA Service Terms. We may permit certain customers to place invoiced orders for Your Products, in which case remittance of Sales Proceeds may be delayed according to each customer’s invoicing terms. You will accept and fulfill invoiced orders in the same manner as you accept and fulfill non-invoiced orders, except as otherwise provided in this Agreement.

S-1.3 Shipping and Handling Charges. 

You will determine the shipping and handling charges subject to our Wonena & Shipping Policies and standard functionality (including any category-based shipping and handling charges we determine, such as for products offered by sellers on the Individual selling plan). When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling. Please refer to the Fulfillment by WONENA Service Terms for Your Products that are fulfilled using Fulfillment by WONENA.

S-1.4 Credit Card Fraud and Unpaid Invoices. 

We will bear the risk of (a) credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and (b) late payments or defaults by customers in connection with invoiced orders for Your Products, except, in each case, in connection with Seller-Fulfilled Products that are not fulfilled strictly in accordance with the Order Information and Shipment Information. You will bear all other risk of fraud or loss.

S-2 Sale and Fulfillment; Refunds and Returns.

S-2.1 Sale and Fulfillment. 

Other than as described in the Fulfillment by WONENA Service Terms for each WONENA Site for which you decide to register or use the Selling on WONENA Service, you will: (a) source, offer, sell, and fulfill your Seller-Fulfilled Products, and source, offer, and sell your WONENA-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the applicable WONENA Site at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements, including any warnings or instructions necessary to safely use Your Products, and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable WONENA Site at the time of the applicable order or as may be required under this Agreement; (e) fulfill Your Products throughout the US (except to the extent prohibited by Law or this Agreement); (f) provide to WONENA information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) ensure that you are the seller of each of Your Products; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or fulfillment of Your Products. If any of Your Products are fulfilled using Fulfillment by WONENA, the Fulfillment by WONENA Service Terms for the applicable WONENA Site will apply to the storage, fulfillment, and delivery of such WONENA-Fulfilled Products.

S-2.2 Cancellations, Returns, and Refunds. 

The WONENA Refund Policies for the applicable WONENA Site will apply to Your Products. Subject to Section F-6, for any of Your Products fulfilled using Fulfillment by WONENA, you will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the WONENA Refund Policies for the applicable WONENA Site, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with Your Transactions through WONENA. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay.

S-3 Problems with Your Products.

S-3.1 Delivery Errors and Nonconformities; Recalls. 

You are responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfillment by WONENA, if any, the Fulfillment by WONENA Service Terms for the applicable WONENA Site will apply to non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of those of Your Products. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products.

S-3.2 Guarantees, Claims Process and Chargebacks in the US 

If we find that any claim, chargeback, or dispute is your responsibility, (i) you will not take recourse against the customer, and (ii) if WONENA resolves the claim directly with the customer and does not waive its right of indemnification, you will reimburse us in accordance with Section 2 of this Agreement to the extent of your responsibility (not to exceed the amount paid by WONENA to resolve the claim), including taxes and shipping and handling charges (but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds.

S-4 Compensation.

According to the service fees specified in the Marketplace Service Terms and Fees, you will pay us: (a) the applicable Referral Fees; (b) any applicable Variable Closing Fee; (c) the non-refundable Selling on WONENA Subscription Fee in advance each month; and (d) any other applicable fees described in this Agreement. 

 

With respect to each of Your Transactions: (i) "Sales Proceeds'' has the meaning set out in this Agreement; (ii) "Variable Closing Fee" and "Referral Fee" means the applicable fee, if any, as specified on the Marketplace Service Terms and Fees 

 

S-5 Remittance of Sales Proceeds & Refunds.

• Except as otherwise stated in this Agreement, we will remit to you your available balance on a bi-weekly (14 day) (or at our option, more frequent) basis. For each remittance, your available balance is equal to any Sales Proceeds not previously remitted to you as of the applicable Remittance Calculation Date (which you will accept as payment in full for Your Transactions), less: (a) the Referral Fees; (b) the applicable Variable Closing Fee; (c) any Selling on WONENA Subscription Fees; (d) any other applicable fees described in this Agreement (including any applicable Program Policies); (e) any amounts we require you to maintain in your account balance pursuant to this Agreement (including payments withheld pursuant to Section 2 of the General Terms, Section S-1.4, Section S-3.2, Section S-3.3, and applicable Program Policies); and (f) any taxes that WONENA automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the Tax Policies.
• We may establish a reserve on your account based on our assessment of risks to WONENA or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.
• When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our Affiliate), on the next available Remittance Calculation Date we will refund to you the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund (including refunded taxes and customs duties only to the extent specified in the applicable  Tax Policies), less the Refund Administration Fee for each of Your Products refunded.
• Net Sales Proceeds from non-invoiced orders will be credited to your available balance when they are received by us or our Affiliates. Sales Proceeds from invoiced orders will be credited to your available balance: (a) if you have elected in advance to pay a fee to accelerate remittance of Sales Proceeds from invoiced orders, on the day all of Your Products included in an invoiced orders are shipped; or (b) otherwise, no later than the seventh day following the date that an invoiced order becomes due.

 

S-6 WONENA’s Websites and Services.

WONENA has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any product or listing in the WONENA Stores, and all aspects of each Service, including your use of the same. WONENA may assign any of these rights or delegate any of its responsibilities.

 

Selling on WONENA Definitions

"WONENA-Fulfilled Products" means any of Your Products that are fulfilled using the Fulfillment by WONENA Service.

"WONENA Refund Policies" means the return and refund policies published on the applicable WONENA Site and applicable to products and services offered via that WONENA Site.

"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through a particular WONENA Site but that we do not honor or support (but only until such time as we honor or support the same on such WONENA Site); or (b) make available solely to third parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) have affirmatively elected and opted-in to participate in your or one of your Affiliates' membership-based customer loyalty or customer incentive programs.

"Expected Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that WONENA designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer.

"Purchase Price" means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable  Tax Policies).

"Remittance Calculation Date" is the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date").

"Required Product Information" means, with respect to each of Your Products in connection with a particular WONENA Site, the following (except to the extent expressly not required under the applicable Program Policies): (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as WONENA may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by WONENA from time to time); (d) categorization within each WONENA product category and browse structure as prescribed by WONENA from time to time; (e) digitized image that accurately depicts only Your Product, complies with all WONENA image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed, or that are necessary for the safe use of Your Product, in connection with the offer, merchandising, advertising, or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) the state or country Your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products).

"Seller-Fulfilled Products" means any of Your Products that are not fulfilled using the Fulfillment by WONENA Service.

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and delivery date.

"Street Date" means the date(s), if any, specified by the manufacturer, distributor, and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.

"URL Marks" means any Trademark, or any other logo, name, phrase, identifier, or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a top level domain (e.g., dot com, dotcom, net, or com).

"Your Transaction" is defined in the General Terms of this Agreement; however, as used in these Selling on WONENA Service Terms, it means any and all such transactions through Selling on WONENA only.