Hewglo Marketplace Seller Agreement

Last updated: January 15, 2023

Overview

This Marketplace Seller Agreement (“Agreement”) contains the terms and conditions that governs your access to the Hewglo Inc. Website (“Site”) to sell products pursuant to Hewglo Inc.’s marketplace program and is an agreement between you or the business you represent and Hewglo Inc. By registering as a Seller, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement.

As used in this Agreement, "Hewglo Inc." means Hewglo Inc. and "You" or “Seller” means the applicant (if registering for the Marketplace as an individual), or the business employing the applicant (if registering for the Marketplace as a business).

Definitions

For purposes of this Agreement, capitalized terms will have the meanings specified below, or if not defined herein, the meanings given in Hewglo Inc.’s Terms of Service:

"Affiliate" will mean, with respect to Hewglo Inc., any entity, whether incorporated or not, that directly or indirectly controls, is under common controlled by, or is under common control by such party or its corporate parent, where “control” (or variations of it) shall mean the ability (whether directly or indirectly) to direct the affairs of another by means of ownership, contract or otherwise.

"Claims(s)" will mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation.

“Item File” means a data feed between Seller and the Site that includes Seller Content (as defined below) and other relevant or necessary information enabling Seller Content to be made available on the Marketplace Program.

“Item File” means a data feed between Seller and the Site that includes Seller Content (as defined below) and other relevant or necessary information enabling Seller Content to be made available on the Marketplace Program.

"Law" shall mean any law, ordinance, statute, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, or any governmental authority of competent jurisdiction.

"Losses" shall mean any and all damages (including, without limitation, past, future, direct, indirect, economic, noneconomic, consequential, special, exemplary, incidental, and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys' fees and costs.

“Product” shall mean all items and goods for which Seller provides Hewglo Inc. Seller Content.

"Seller Content" shall mean all images, product information and content including without limitation, the product data, (i) provided by Seller to Hewglo Inc. or its Affiliates for use in connection with the Marketplace Program and (ii) otherwise made available by Seller to customer on the Site (“Customer”) (e.g. through Seller's distribution or hosting of such images, content or information).

Agreement to Hewglo Inc.'s Terms of Service and Privacy Policy

This Agreement is in addition to and supplements Hewglo Inc.'s Terms of Service, Acceptable Use Policy and Privacy Policy posted on the Site. By entering into this Agreement, you also agree to abide by Hewglo Inc.'s Terms of Service, Acceptable Use Policy and Privacy Policy. Hewglo Inc. may modify its Terms of Service and Privacy Policy from time to time, with or without notice. Your continued use of the Site and the Marketplace following Hewglo Inc.'s posting of such modifications shall be deemed to be your acceptance of any such modifications. If you do not agree to the changes in the Terms of Service or Privacy Policy, immediately cease to use the Site. For the avoidance of doubt, modifications to this Agreement are governed by the Waivers and Amendments section herein.

Seller's Content License Grant

License for Content. By entering into this Agreement, Seller grants Hewglo Inc. and its Affiliates a royalty-free, non-exclusive, worldwide, sublicensable, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, commercially or non-commercially exploit in any manner, incorporate and imbed into other works, and distribute Seller Content throughout the Site and all Affiliate properties. Seller must be notified of any modifications to the content.

License for Marks. Seller hereby grants Hewglo Inc., its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit, and display Seller's name, trademarks, service marks and logos ("Seller's Marks") during the Term in connection with, or for the promotion of, the Marketplace Program or for internal purposes. All such uses of the Seller’s Marks will be subject to the brand guidelines which Seller provides to Hewglo Inc.

Product Information and Other Content

Content. Seller agrees and warrants that any and all Seller 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 applicable Law; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and (e) will not create liability for Hewglo Inc. Seller agrees that any and all Seller Content may be publicly displayed by Hewglo Inc. as Hewglo Inc. sees fit and at no charge to Hewglo Inc., provided that Hewglo Inc. shall have no obligation to display Seller Content. Seller will only provide Seller Content for Products that fit into the categories or parameters approved in writing by Hewglo Inc. Seller may provide Hewglo Inc. with Seller Content for Products in additional categories or parameters only with the prior written consent of Hewglo Inc. (which may be given by email). Hewglo Inc. shall have no obligation to list, display, or otherwise offer on the Site all Products for which Seller provides Seller Content, and listing any such Products is in Hewglo Inc.’s sole discretion.

Information. All sellers must have UPC codes for their products. We do not allow UPC exemptions at this time.

Excluded Products. You hereby represent and warrant that you will not list, offer or sell Products that: (a) are stolen, replicas, counterfeits or unauthorized copies; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) You do not have full right and authority to sell; (d) violate any Laws, including those governing export control or consumer protection; or (f) contain any material that is obscene, pornographic or that contains child pornography.

Equality with Sellers Sales Channels

Price-Parity and Policies. Seller will ensure there is equality between the offerings (e.g. listing price and other terms including but not limited to the discounts, minimum price, warranties, return and refund policies, after sales service etc. regarding the sale of the same Seller Product) by Seller on other ecommerce platform and offerings on Marketplace. Marketplace Seller that markup its items' prices to compensate for Hewglo Inc.'s referral fees are in danger of violating Hewglo Inc.'s policy. If Hewglo Inc. discovers the policy has been violated, your items will be taken off Hewglo Inc.'s marketplaces.

Product Authenticity

Authenticity / Authorization. All Products that bear a company’s official brand or logo can be listed on the Site as long as the Products are sold directly by the brand owner or from an authorized Seller. Seller will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeited, replicas, unauthorize copies, illegal or misbranded. Upon Hewglo Inc.'s request, Seller will promptly provide Hewglo Inc. with (i) certificates of authenticity (or similar documentation) for Products and (ii) documentation showing that Seller is permitted to sell specific brands or Products on Site.

Penalties. If the Seller fails to provide the required documentation, Seller may be removed from the Site, and may be subject to a range of other actions, including but not limited to suspension of their Seller Marketplace account and removal of their Products from the Site.

Fees and Commissions

The fees and commissions (“Fees”) payable by Seller to Hewglo Inc. are as set forth on Hewglo’s Seller information website.

Seller hereby appoints Hewglo Inc. as its agent for accepting and processing payment from Customer’s on Seller’s behalf. Seller authorizes Hewglo Inc. to receive payments on its behalf. Hewglo shall deliver such payments to Seller’s designated bank account in accordance with its instructions on the schedule and net of agreed-upon Fees and/or other amounts owed by Seller to Hewglo Inc. (such resulting amount, "Seller Payment"), in each case as provided in Hewglo Marketplace Seller Agreement. Seller agrees and acknowledges that: (a) once Hewglo Inc. receives payment from a Customer, Seller will treat the Customer as if Seller has itself received the funds, regardless of whether Seller actually receives the payment from Hewglo Inc., and (b) its sole recourse for nonpayment by Hewglo Inc. is against Hewglo Inc., and it will not seek any return, refund or payment directly or indirectly from Customers in the event of nonpayment by Hewglo Inc. Hewglo Inc. reserves the right to offset any overpayments to Seller against any future Seller Payments. Hewglo Inc. may modify the schedule of payments from time to time upon prior notice to Sellers. To the extent Hewglo Inc. agrees to charge Seller for any Fees due, the fees are deducted from the Seller Payment, along with any other applicable charges. All such payment obligations are non-cancelable, and all amounts paid are non-refundable, except for amounts paid in error that are not actually due under this Agreement.

Payment processing and Payout. Seller is responsible for any and all applicable payment processing and payout fees as outlined in Hewglo Marketplace Seller Agreement. Hewglo Inc. will deduct and processing and payout fees from the Seller Payment.

Withholding of Payment. Hewglo Inc. may withhold the payment of funds to You or return funds to Customers, if the Seller is the subject of an investigation, or there is a Claim against You, for any suspected or alleged wrongful conduct or any violation of this Agreement. Hewglo Inc. will not be liable to You for any such amounts./p>

Purchase/Order Processing, Fulfillment and Shipping

Orders. Seller will be the seller and importer of record. Customers purchasing Products through the Site will place orders using the Hewglo Inc. checkout system and Hewglo Inc. will collect all proceeds from such transactions, including shipping costs and applicable duties and taxes based on shipment options and tax designations provided by Seller to Hewglo Inc. The Customer is the purchaser of record. Hewglo Inc. will electronically transmit to Seller the order information (e.g. Customer full name, shipping address, and email) ("Transaction Information") that Hewglo Inc. determines Seller needs to fulfill each order, including without limitation, shipping Product(s) to Customers and providing Customer service. Hewglo Inc. will send an automated email message to each Customer confirming receipt of an order. Seller will provide Hewglo Inc. with Seller's customer service contact information which Hewglo Inc. may include in such confirmation email and/or on the Site.

Risk of Fraud and Loss. The Seller bears the risk of all fraud except for credit card chargebacks that result from unauthorized payments. Seller will be responsible for all costs related to fraud under any other circumstance, and all chargebacks related to Products sold and Product fulfillment and delivery. For all credit card chargebacks for which Seller bears the risk, Hewglo Inc. will offset such chargeback amounts against amounts otherwise owed to Seller or send Seller an invoice and Seller will pay such invoice within thirty (30) days of receipt.

Fulfillment of orders. (a) Once Hewglo Inc. has transmitted an order to Seller, 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 Products, 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 Products remains with Seller until the Customer receives the Product from Seller. If Seller cannot fulfill the entire quantity of a purchase order (PO) line in a single order, then the Seller will cancel that PO line, fulfill all other lines in the order and immediately notify Hewglo Inc. of such cancellation. If the order consists of one PO line that Seller cannot fulfill the entire quantity for, then Seller will cancel the entire order and immediately notify Hewglo Inc.

(b) Seller will ship only the Product purchased by the Customer and will not include any additional Products, substitute Products, materials or information not purchased by the Customer, other than those materials included in all shipments sold by Seller as long as such materials do not in any way promote other third-party marketplaces.

Shipping. (a) Seller is responsible for properly specifying shipping options for all Products in the Seller Dashboard, and for properly handling all returns, including without limitation, those for Products that have unique requirements for shipping and return handling, including without limitation, hazardous materials or perishable Products to the extent such Products are permitted to be sold on the Site. Seller must offer a 2-day shipping option to Consumers who purchase on the Site.

(b) Seller will provide Hewglo Inc. with the shipping, handling, and any other charges for each Product, separate from the purchase price. Seller will accept payments from Hewglo Inc. based on the specified shipping charges as full payment for the shipping of such Products to the Customer.

(c) Seller will ship Products ordered by Customers by placing the ordered items into the custody of the appropriate shipping agency or freight forwarder within two (2) business days or less following notification of the order. Seller will provide notice of shipment to Hewglo Inc. through the Seller’s interface in the Seller Dashboard and Seller hereby represents and warrants that it will only provide notification of shipment following actual shipment of the Product. If Hewglo Inc. does not receive a shipment notification from Seller within seven (7) days of placement of order, the order may be cancelled by Hewglo Inc. and Seller will be responsible for all Product costs and shipping costs associated with such cancelled order.

(d) Seller will not use FBA services for shipments.

(e) All shipments to the customers must be DDP (Delivered Duty Paid) and include shipment tracking.

(f) All shipments to include a prepaid Returns Label or provide clear instructions on how to obtain one.

(g) Seller will maintain an on-time shipment rate of 95% or higher.

(h) Factors outside of the Seller’s control will not impact the on-time shipment rate.

Responsibilities (cancellations, returns and refunds)

Responsibilities. Seller is responsible for processing all Customer cancellations, returns, refunds, and/or Customer Service price adjustments. Seller will provide Hewglo Inc. with its Customer return, refund, and price adjustment policies ("Customer Service Policies") for display on the Site using the Seller Dashboard. Seller's Products sold through the Site will be no less favorable to Customers than Seller's most favorable policies offered on Seller's own site or on other third-party marketplaces where such Products are offered for sale, with a minimum of 14-days return, refund and price adjustment period. Notwithstanding the foregoing, Seller initial response time to Customers shall be within twenty-four (24) hours. If Seller does not provide such Customer Service Policies to Hewglo Inc. prior to the Effective Date, then Seller shall be deemed to have adopted Hewglo Inc.'s standard customer service policies as may be adopted and/or revised from time to time. Seller shall notify Hewglo Inc. of any material changes to Seller's Customer Service Policies at least fourteen (14) days prior to Seller's implementation of such changes, provided, however, that any such changes shall not be effective with respect to orders until the revised Seller Customer Service Policy has been posted on the Site.

Cancellations. Seller will maintain a cancellation rate due to Seller’s error or fault of 3.0% or less, calculated on a rolling thirty (30) day period. Substitutions do not count towards cancellation rates.

Refunds. Hewglo Inc. will, whenever possible, provide refunds to Customers via the method of payment used by the Customer (most often the Customer’s credit card) for Products not received or sufficiently different from their Product description. Seller will provide Hewglo Inc. with the necessary information to process such refunds, such as the reason code and/or any special instructions. Hewglo Inc. will refund to Seller the amount of the Commission Fee attributable to the amount of the Customer refund (excluding any refunded taxes); provided that Hewglo Inc. shall have no liability for refunds offered by Seller in excess of the purchase price. Seller will be responsible for all other forms of refund, such as store credit or exchanges, which shall be offered according to the Seller’s own Customer Service Policy. If Seller provides Customer directly with a refund, Hewglo Inc. shall retain the full amount of the Commission Fee attributable to such Customer refund. If Hewglo Inc. makes a cash refund to a Customer for a Product returned to Seller, Hewglo Inc. in its sole discretion, will obtain a refund of the Seller Payment received by Seller for such returned Products either via (i) offset of any amounts payable by Hewglo Inc. to Seller or (ii) by billing Seller for such amounts.

Ownership and Use of Transaction Information

Hewglo Inc. shall own all Transaction Information. Seller may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, Hewglo Inc.'s Privacy Policy and all applicable Law. Seller will not (i) disclose or convey any Transaction Information to any third party (except as necessary for Seller to perform its obligations under the Agreement); (ii) use any Transaction Information to conduct Customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect a payment in connection therewith or to influence such Customer to make an alternative or additional purchase; or (iv) target communications of any kind on the basis of the intended recipient being a Customer.

Taxes

Taxpayer and Seller and Importer of Record. Seller is the taxpayer and seller and importer of record and must comply with all applicable tax Law. Seller shall be solely liable for any tax liabilities, including without limitation, any associated penalties, fees 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, electronic waste recycling fees, and all other indirect taxes and fees.

Seller Warranty. Seller is solely responsible for determining the amount of sales, use or other indirect taxes owed as a result of the sale of Products, and is solely responsible for reporting and remitting any such taxes required under applicable Law. Seller hereby represents and warrants that it will (a) identify all states in which it has an obligation to collect and remit taxes during onboarding, (b) keep such information updated at all times, (c) report and remit all such taxes collected on Seller’s behalf by Hewglo Inc., and (d) maintain appropriate accounting records and documentation to verify the remittance of such taxes collected on Seller’s behalf by Hewglo Inc. Upon the request of Hewglo Inc., Seller will immediately provide Hewglo Inc. with records and documentation in the manner, form and substance as Hewglo Inc. may reasonably request of Seller's remittance of all taxes collected by Hewglo Inc. on Seller’s behalf. If Seller is unable to provide such proof to Hewglo Inc.’s satisfaction, Hewglo Inc. may retain all such tax amounts and/or terminate Seller's Marketplace account. Seller acknowledges and agrees that Hewglo Inc. has no responsibility to collect, report or remit taxes in connection with Seller’s sales. Seller shall cooperate with Hewglo Inc. regarding any requests for information, audit or similar request by any taxing authority concerning taxes collected and remitted resulting from the sale of Products on the Site.

Marketplace Sales Tax. Without limiting the generality of the foregoing, as a marketplace facilitator, Hewglo Inc. is required by law to automatically collect sale taxes on the Seller’s behalf with respect to any Products shipped to certain States in the United States and its territories, as well as Canada and its territories, as determined by Hewglo Inc. in its sole discretion, and all such tax amounts shall be remitted to the State from amounts received by Hewglo Inc. from Customers.

Nexus. If any governmental authority determines that Seller has established nexus in a state or local jurisdictions; or that sales, use or other indirect taxes are due from Hewglo Inc. or Seller on sales of Products through the Site; or that Seller is otherwise responsible for the collection and remittance or reporting of taxes (and all related penalties and interest) related to the sale of any Products, whether or not as a result of any action or inaction by Hewglo Inc., Seller (i) agrees that Seller shall solely be responsible for payment of such taxes (and all related penalties and interest) and/or reporting of such taxes (if applicable), (ii) agrees that Hewglo Inc. shall have no liability to Seller or any governmental authority for such taxes or penalties, and (iii) will not seek any reimbursement from Hewglo Inc. for such taxes and related penalties. Seller shall indemnify and hold harmless Hewglo Inc. and its Affiliates and their respective officers, directors, employees and agents for any claims, liabilities, losses, fines, costs and expenses (including reasonable attorneys' fees) arising out of or related to any ruling by any governmental authority that Hewglo Inc. or Seller has a tax remittance or reporting obligation in any State on account of sales of Products on the Site, whether or not due to any action or inaction by Hewglo Inc. Hewglo Inc. may immediately charge Seller's credit card on file and/or set-off any and all costs and/or expenses that are incurred in connection with the foregoing against any amounts owing to Seller, including without limitation, any Seller Payments).

Information Security

Seller will use appropriate internal information security practices to prevent the compromise of its information systems, computer networks and data files by unauthorized users, viruses or malicious computer programs which could in turn be transmitted to Hewglo Inc. or compromise the security of Hewglo Inc. Confidential Information (as defined in the Section titled “Confidential Information” below), including without limitation, the Transaction Information. Seller shall promptly notify Hewglo Inc. of any breach and take all necessary actions to remediate the breach. Seller shall be responsible for any costs, damages or legal notification procedures resulting from any breach of this Section.

Confidential Information

Definition. The term "Confidential Information" means all information communicated by one party (“Disclosing Party”) to the other party (“Receiving Party”) that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation (a) the terms of this Agreement, (b) existing or contemplated products, services, designs, processes and technical specifications, and (c) information relating to business plans, sales or marketing methods and information accessed via Hewglo Inc.’s APIs. Seller shall also treat all Transaction Information and tax codes as Confidential Information.

Obligations. The Receiving Party may receive Confidential Information from the Disclosing Party during the Term, and such Confidential Information shall be used only to perform its obligations under this Agreement. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care.

Exceptions. The obligations of either party under this Section will not apply to information that the Receiving Party can demonstrate (a) is known by the Receiving Party prior to the date of the disclosure by the Disclosing Party without a restriction on disclosure or use; (b) becomes publicly known though no act or fault of the Receiving Party; provided, however, Transaction Information shall remain subject to confidentiality obligations regardless of its availability to the public; (c) was received from a third party without restriction on disclosure or use; or (d) is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.

Disclosure by Law. In the event the Receiving Party is required by Law or legal process to disclose any of the Confidential Information, the Receiving Party agrees to (a) give the Disclosing Party, to the extent possible, advance notice prior to disclosure so the Disclosing Party may contest the disclosure or seek a protective order, and (b) limit the disclosure to the minimum amount that is legally required to be disclosed.

Return or destruction. Upon the Disclosing Party's written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement; provided however, the Receiving Party shall continue to keep confidential (i) any Transaction Information, and (ii) the terms of this Agreement. Seller agrees that Hewglo Inc. may share Seller's Confidential Information with its Affiliates for internal use only.

Representations and Warranties

Seller hereby represents and warrants to Hewglo Inc. the following:

Authority. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state/province where Seller is incorporated, and Seller has full power and authority to execute Agreement and to perform its obligations hereunder without any further ratification or approval. Seller has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances.

No Conflicts. Neither the execution of this Agreement, nor the consummation of the transaction contemplated hereby, will violate or conflict with any obligation, contract or license which could reasonably be expected to interfere with the consummation of the transaction contemplated hereby.

Taxes. The person(s) inputting all tax related information (including without limitation, tax designations, and States/Provinces in which Seller has a tax remittance obligation) (collectively "Tax Information") into the Item File or otherwise providing such Tax Information to Hewglo Inc. has adequate tax knowledge and enough information about Seller to accurately and completely enter such Tax Information. All Tax Information shall be accurate and complete. Seller shall promptly update any Tax Information in the Item File as necessary to collect the correct amount of tax from Customers.

Intellectual Property. Seller represents and warrants that Seller has the right to grant the licenses granted herein, including with respect to the Seller Content and Seller Marks. Seller has all necessary and sufficient rights to sell and offer for sale the Products, directly and through the Site, without any conflict with or infringement of the rights of any third party, including any rights in intellectual property. To Seller’s knowledge, Seller’s Products are not counterfeit, stolen, replicas, or otherwise unauthorized copies of a third party’s products.

Term, Termination and Suspension

Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect as long as the Seller continues using the Site to list and sell Products, unless an agreed upon term is included in Hewglo Marketplace Seller Agreement.

Termination for Breach. This Agreement may be terminated at any time by either party if the other party materially breaches any provision of this Agreement, and fails to cure such breach within thirty (30) days of receipt of written notice of breach from the non-breaching party, stating the nature and character of the breach. Hewglo Inc. may immediately terminate this Agreement if Seller fails to meet any of its tax obligations, including without limitation the requirement of Seller to provide documentation proving that Seller has remitted collected taxes or fees to the appropriate jurisdiction(s) in accordance with the Section titled “Taxes”. Either party may terminate this Agreement without prior notice or a cure period for breaches that are incapable of cure (including, but not limited to, a party’s involvement in money laundering or terrorist activity). Upon termination of this Agreement for breach by Seller, any fees due to Hewglo Inc. at the time of termination shall immediately come due and; if for breach of Hewglo Inc., any amounts prepaid by Seller but unused up to the date of termination shall be refunded to Seller. Termination under this Section does not limit either party from pursuing any other remedies available to such party, including but not limited to injunctive relief.

Termination in the Event of Insolvency or Bankruptcy. Either party may terminate this Agreement upon written notice to the other party in the event (a) the other party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the other party and such petition is not dismissed within ninety (90) days of filing; (c) the other party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar Law; (d) the other party ceases to do business in the normal course; or (e) a receiver is appointed for the other party or its business.

Hewglo Inc. Termination. Hewglo Inc. may terminate this Agreement at any time, upon sixty (60) days prior written notice to Seller.

Seller Termination. Seller may terminate this Agreement at any time, upon sixty (60) days prior written notice to Hewglo Inc.

Post-Termination Obligations. Seller will continue to have obligations under this Agreement after termination of the Agreement or during a suspension of Seller’s listing of Products under the foregoing paragraph, including without limitation, the obligation to (i) provide customer service to Customers who purchased Products on the Site, (ii) pay any invoices delivered by Hewglo Inc. in connection with this Agreement, (iii) notify Hewglo Inc. and Customers of any recalls of its Products, (iv) remit any taxes collected to the proper jurisdiction(s), (v) fulfill any outstanding orders, and (vi) immediately notify Hewglo Inc. of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.

Survival. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, Hewglo Inc.'s rights to use Seller's suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination.

Indemnification

Indemnification Obligations. Seller will defend, indemnify and hold harmless Hewglo Inc. and 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, Hewglo Inc.'s Terms of Service, or Hewglo Inc.’s Privacy Policy; (b) violation of any applicable Laws; (c) Seller's own site or other sales channels, Seller's Products (including the advertisement, offer, sale or return of any of Seller's Products) and Seller's Content; (d) any actual or alleged infringement of any intellectual property rights (including rights of publicity or right of privacy) by Seller's Products or Seller’s Content; (e) personal injury, death or property damage arising from Seller's Products; and (f) any and all income, sales, use, and other taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the sale of the Products on the Site, excluding, any taxes related to Hewglo Inc.'s net income. The term "taxes" includes any class action or qui tam legal claims grounded in an allegation or allegations that Hewglo Inc. bears some civil or criminal liability for over- or under-collection of any tax or fee on sales of Products offered by Seller.

Procedure for Indemnification. Upon receipt of notice, from whatever source, of Claims against an Indemnitee for which Seller is obligated to indemnify such Indemnitee, Seller shall immediately take necessary and appropriate action to protect such Indemnitee's interests with regard to the Claims. Hewglo Inc. shall notify Seller of the assertion, filing or service of any Claims of which Hewglo Inc. has knowledge, as soon as is reasonably practicable.

Settlement. Seller, in the defense of any Claim, shall not, except with the prior written consent of Hewglo Inc., consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the release of Hewglo Inc. and any other applicable Indemnitee from all liability and blame with respect to the Claim. Hewglo Inc. shall have the right at all times to accept or reject any offer to settle any Claim against it.

Insurance. Seller represents and warrants that it will maintain during the entire term of the Agreement general liability insurance, including Products Liability and Completed Operations coverage, in the minimum amount of coverage of $1,000,000.00 per occurrence, with a general aggregate coverage of not less than $2,000,000.00. This insurance coverage will be primary and non-contributing to any other insurance that may apply, and may not be canceled nor modified until at least thirty (30) days prior written notice has been given to Hewglo Inc. The insurance coverage required herein shall be provided by an insurance company or companies acceptable to Hewglo Inc. in its reasonable business judgment. Upon request of Hewglo Inc., Seller will promptly provide Hewglo Inc. with certificates of insurance evidencing such coverage and naming Hewglo Inc. or its designated Affiliate as additional insured.

Warranty Disclaimer. THE SITE AND ANY RELATED SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED BY HEWGLO INC. "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. HEWGLO INC. EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF DATA, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, OR NON-INFRINGEMENT. HEWGLO INC. DOES NOT WARRANT THAT THE SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR THAT DEFECTS WILL BE CORRECTED.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEWGLO INC. OR ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF USE OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF HEWGLO INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL LIABILITY OF HEWGLO INC. UNDER THIS AGREEMENT SHALL NOT EXCEED THE ACTUAL VALUE OF ANY FEES ACTUALLY RECEIVED BY HEWGLO INC. IN CONNECTION WITH VENDOR’S SALES THROUGH THE SITE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.

Notices. Any notice or other communication required or permitted to be made or given to either party under this Agreement shall be deemed sufficiently made or given on the date of delivery if delivered in person, email, or by overnight commercial courier service with tracking capabilities with costs prepaid, or three (3) days after the date of mailing if sent by registered mail, return receipt requested and postage prepaid, at the address of the parties set forth below or such other address as may be given from time to time under the terms of this notice provision. A party may update its proper address for notice using the notice mechanisms provided for in this paragraph. For Seller: The address provided by Seller in the onboarding process.

For Hewglo Inc.:

Hewglo Inc.3042 Caulfield CrescentMississauga, ON L5M 6J7e-mail: support@hewglo.comAttn: Legal Department

Controlling Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario, without regard to the conflicts of laws provisions thereof. Unless waived by Hewglo Inc. (which it may do in its sole discretion) the exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the provincial courts in Toronto, Ontario or the federal courts in Toronto, Ontario.

Waivers and Amendments

This Agreement may only be modified, or any rights under it waived, by a written document executed by the Parties. The express waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion. No failure or delay by a party in exercising any right, power or privilege under this Agreement shall operate as waiver hereof.

Severability

f any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. If any provision of this Agreement is for any reason held to be excessively broad as to duration, geographical scope, activity, or subject, then such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the then-applicable Law.

Relationship of the Parties

The Parties hereto expressly understand and agree that the other is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. This Agreement does not make either party the employee, agent or legal representative of the other.

No assignment

Seller shall not assign this Agreement, in whole or in part, without the prior written consent of Hewglo Inc. Hewglo Inc. may freely assign this Agreement, in whole or in part, without the prior written consent of Seller.

Complete Agreement

This Agreement is the complete and exclusive agreement by and among the Parties with respect to the subject matter hereof, superseding any prior agreements and communications regarding such subject matter. To the extent that the terms of this Agreement conflict with Hewglo Inc.’s Terms of Service, Acceptable Use Policy and/or Privacy Policy, this Agreement shall control. Additional Hewglo services and their respective terms will be treated as an addition to this agreement.