THIS U3 SELLING AGREEMENT (THE “AGREEMENT“) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND U3. 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).

As used in this Agreement, “we,” “us,” and “U3” means the applicable U3 Contracting Party and any of its applicable Affiliates, and “you” means the applicant (if registering as an individual), or the business employing the applicant (if registering as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement.

S-1 Enrollment

To begin the enrollment process, you must complete the registration forms provided by U3. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law.  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 U3’s Privacy Notice.

S-2 Service Fee Payments; Receipt of Sales Proceeds

Fee details are described in the applicable U3 Fee Schedule. You are responsible for all of your expenses in connection with this Agreement. You will use only a name you are authorized to use and will update all of the information you provide to us in connection with U3 as necessary to ensure that it at all times remains accurate, complete, and valid. All payments to you will be remitted to your bank account through a banking network, by other means mutually agreed upon, or by other means specified by us.

If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, violations of law or other risks to U3 or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to U3 or third parties persist. If we determine that your account—or any other account you have operated—has been used to engage in deceptive, fraudulent, or illegal activity (including the sale of counterfeit or stolen goods), or to repeatedly violate our U3 policies, then we may in our sole discretion withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in United States Dollars (“USD”), and all payments contemplated by this Agreement will be made in USD.

As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because a U3 Site, link or destination is unavailable following the commencement of a transaction.

S-3 Term and Termination.

The term of this Agreement will start on the date of your completed registration for participation in the Marketplace and continue until terminated by us or you as provided below. You may at any time terminate your account or this Agreement immediately on notice to us via email with confirmed receipt or certified mail. We may terminate your account or this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your account or this Agreement immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; (c) your use of the Services has harmed, or our controls identify that it might harm, other sellers, customers, or U3’s legitimate interests; or (d) if we are required to do so by law. We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) Sections S-2, S-3, S-4, S-5, S-6, S-7, S-8, S-9, S-11, S-14, S-15, and S-18 of this Agreement survive.

S-4 License.

You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials for the Marketplace, and to sublicense the foregoing rights to our Affiliates and operators of U3; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your reasonable removal requests as to specific uses of Your Materials

S-5 Representations.

Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws in which the business is registered and that you are registering for the Marketplace; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate, complete, and not misappropriated; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

S-6 Indemnification.

S-6.1 Your indemnification obligations. You will defend, indemnify, and hold harmless U3, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Products, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.

S-6.2 U3’s indemnification obligations. U3 will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) U3’s non-compliance with applicable Laws; or (b) allegations that the operation of an U3 infringes or misappropriates that third party’s intellectual property rights.

S-6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

S-7 Disclaimer & General Release.

a. THE U3 MARKETPLACE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU USE THE MARKETPLACE AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION M-5 ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE U3 MARKETPLACE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

b. BECAUSE U3 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 U3 (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.

S-8 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 U3 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 U3 IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

S-9 Insurance.

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 email address: CONNECT@U3COFFEE.COM or be mailed to:  U3 COFFEE, 7430 Madison St, Forest Park, IL 60130, ATTN: Risk Management.

If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold at any point during the year, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term commercial general, 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 U3 and its assignees as additional insureds.

S-10 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) U3 automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) U3 expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by U3 and used by you. You agree to and will comply with the tax Laws.  All fees and payments payable by you to U3 under this Agreement or the applicable Terms of Service are exclusive of any applicable taxes, deductions or withholding, and you will be responsible for paying U3 any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.

S-11 Confidentiality and Personal Data.

During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain U3’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to U3, or use our name, trademarks, or logo, without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may use “Available at U3coffee.com”; you may not use our name, trademarks, or logos 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).

S-12 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.

S-13 Relationship of Parties.

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of U3, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

S-14 Suggestions and Other Information.

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Marketplace, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content.

S-15 Modification.

S-15.1. We will provide at least 15 days’ advance notice in accordance with Section S-18 for changes to the Agreement.

S-15.2 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 Marketplace (where this does not materially adversely affect your use); 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 S-18.

S-15.3 Your continued use of the Marketplace after the effective date of any change to this Agreement in accordance with this Section S-15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Marketplace and to end the Agreement as described in Section S-3.

S-16 Password Security.

Any password we provide to you may be used only during the Term to use the Marketplace, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

S-17 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.

S-18 Miscellaneous.

The Governing Laws will govern this Agreement, without reference to rules governing choice of laws. U3 and you both consent that any dispute with U3 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. 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.  The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. U3 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 U3 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 U3, 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 U3 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. U3 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. Because U3 is not your agent (except for the limited purpose set out in the Transaction & Payment Processing Service Terms), or the customer’s agent for any purpose, U3 will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.

U3 will provide notice to you under this Agreement by sending you an email notification, or by similar means. You must send all notices and other communications relating to U3 via email confirmed or certified mail. 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 by sending an email to us. 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. This Agreement represents the entire agreement between the parties with respect to the Marketplace 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.

“U3 Contracting Party” means U3 COFFEE, LLC.

“Confidential Information” means information relating to us, to the Marketplace, or U3 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 Marketplace; data derived from the Marketplace 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 Marketplace. 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.

“Governing Courts” means the applicable one of the following:

• the state or Federal court in Chicago, Illinois.

“Governing Laws” means the applicable one of the following:

• the laws of the State of Illinois.

“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 of competent jurisdiction.

“Marketplace” means each of the following services: Selling on U3, selling on u3coffee.com, selling through other U3 related sites or accounts, Transaction & Payment Processing Services, together in each case with any related services and materials we make available.

“Order Information” means, with respect to any of Your Products ordered through a U3 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.

“Sales Proceeds” means the gross proceeds from any of Your Transactions, including (a) all shipping and handling, gift wrap and other charges; and (b) taxes.

“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.

“Terms of Service” means the service terms applicable to the Marketplace, which are made part of this Agreement upon the date you elect to register, and any subsequent modifications we make to those terms.

“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.

“U3 Site” means the U3 website, the primary home page of which is identified by the URL www.u3coffee.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 U3 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 that you have offered through the Marketplace.

“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, 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.

“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 U3 or the Marketplace.

The Selling on U3’s Marketplace (“Selling on U3”), aka U3 COFFEE EXCHANGE, is a Service that allows you to offer certain products and services directly on the Marketplace.

These Selling on U3 Terms of Service are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on U3. BY REGISTERING FOR OR USING THE SELLING ON U3 SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON U3 TERMS OF SERVICE.

M-1 Your Product Listings and Orders.

M-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 U3 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 U3 Site comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on any U3 Sites; or provide any URL Marks for use, or request that any URL Marks be used, on any U3 Site. If you offer a product for sale on an U3 Site 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.

M-1.2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on a particular U3 Site, and conduct merchandising and promote Your Products in accordance with the Agreement (including via the U3 Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable U3 Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and U3 may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable U3 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 U3 Terms of Service and U3 Fee Schedule.

M-1.3 Shipping and Handling Charges. For Your Products ordered by customers on or through a U3 Site, we will determine the shipping and handling charges and provide a prepaid shipping label to you.  You are responsible to send the product to the customer in a timely manner.

M-1.4 Credit Card Fraud and Unpaid Invoices. We will bear the risk of 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, except 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.

M-2 Sale and Fulfillment; Refunds and Returns.

M-2.1 Sale and Fulfillment. You will: (a) source, offer, sell, and fulfill your Seller-Fulfilled Products 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 U3 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 U3 Site at the time of the applicable order or as may be required under this Agreement; (e) fulfill Your Products throughout the United States (except to the extent prohibited by Law or this Agreement); (f) provide to U3 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; and (i) not send customers emails confirming orders or fulfillment of Your Products.

M-2.2 Cancellations, Returns, and Refunds. The U3 Refund Policies for the applicable U3 Site will apply to Your Products. You will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the U3 Refund Policies for the applicable U3 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 U3. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay.

M-3 Problems with Your Products.

M-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 M-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. 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.

M-3.3 A-to-z Guarantee, A-to-z Claims Process, and Chargebacks in the United States. Claims that we receive or initiate under the “A-to-z Guarantee” or the “A-to-z Claims Process for Property Damage and Personal Injury” will be governed by the Program Policy for such claims.

If we find that any claim, chargeback, or dispute is your responsibility, (i) you will not take recourse against the customer, and (ii) if U3 resolves the claim directly with the customer and does not waive its right of indemnification, you will reimburse us in accordance with Section S-2 of this Agreement to the extent of your responsibility (not to exceed the amount paid by U3 to resolve the claim), including taxes and shipping and handling charges (but excluding any Referral Fees that we retained as defined in Section M-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.

M-4 Compensation.

You will pay us:  the applicable U3 Fee and any other applicable fees described in this Agreement (including any applicable Program Policies). With respect to each of Your Transactions: (i) “Sales Proceeds” has the meaning set out in this Agreement; and (ii) “U3 FEE” means the applicable fee based on each item from Your Transaction through the applicable U3 Site

M-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 U3 FEE; (b) any other applicable fees described in this Agreement (including any applicable Program Policies); (c) any amounts we require you to maintain in your account balance pursuant to this Agreement (including payments withheld pursuant to Section S-2 of the General Terms, Section M-1.4, Section M-3.2, Section M-3.3, and applicable Program Policies); and (d) any taxes that U3 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 U3 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 U3 FEE paid by you to us attributable to the amount of the customer refund (including refunded taxes only to the extent specified in the applicable tax policies), less a 3% administration fee for each of Your Products refunded, if deemed necessary by us at our sole discretion. We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you.

Net Sales Proceeds will be credited to your available balance when they are received by us or our Affiliates.

M-6 U3’s Websites and Services.

U3 has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any product or listing on the U3 Sites, and all aspects of each Service, including your use of the same. U3 may assign any of these rights or delegate any of its responsibilities.

M-7 Continuing Guarantees

Guarantees. We require the following continuing guarantees from you.  Foods, Drugs, Medical Devices, and Cosmetics. If any of Your Products is a “food” or “drug being offered or sold in the United States or other product regulated under the U.S. Federal Food, Drug, and Cosmetic Act (“FFDCA”) or its implementing regulations, then you provide us with the following continuing guaranty that with respect to all such products comprising each sale, shipment, or other delivery made previously or hereafter are: (i) not adulterated or misbranded within the meaning of the FFDCA, (ii) compliant with all requirements of FFDCA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.

Selling on U3 Definitions

“U3 Refund Policies” means the return and refund policies referred to in the U3 Terms & Conditions published on the applicable U3 Site and applicable to products and services offered via that U3 Site.

“BMVD Product” means any book, magazine or other media product or publication.

“Excluded Offer” means any discount, rebate, promotional offer, or other term of offer and/or sale that you have attempted to make available through a particular U3 Site but that we do not honor or support (but only until such time as we honor or support the same on such U3 Site).

“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 U3 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.

“Media Product” means any book, magazine or other publication, sound recording, video recording, or other media product in any format, offered through an U3 Site.

“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 U3 Site, the following: (a) description, including as applicable, location-specific availability options, and scheduling guidelines; (b) SKU and/or UPC numbers, and other identifying information as U3 may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information; (d) digitized image that accurately depicts only Your Product, complies with all U3 image guidelines, and does not include any additional logos, text or other markings; (e) Purchase Price; (f) shipping and handling charge (in accordance with our standard functionality); (g) 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; (h) 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; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) SKU and/or UPC and description of accessories related to Your Product that is available on the U3 Site; (o) the state Your Product ships from; and (p) any other information reasonably requested by us.

“Seller-Fulfilled Products” means any of Your Products that are not fulfilled by U3.

“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 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 U3 Service Terms, it means any and all such transactions through Selling on U3 only.

BY REGISTERING FOR OR USING ANY SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE TRANSACTION & PAYMENT PROCESSING SERVICE TERMS FOR THAT SERVICE. NOTWITHSTANDING THE FOREGOING, IF A SEPARATE AGREEMENT GOVERNS THE OFFER, SALE OR FULFILLMENT OF YOUR PRODUCTS ON THE MARKETPLACE, THE TERMS OF THAT AGREEMENT WILL CONTINUE TO GOVERN THE PROCESSING OF YOUR TRANSACTIONS TO THE EXTENT DESCRIBED IN THAT AGREEMENT.

P-1 Payments Processing Agency Appointment

You authorize U3 to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf, remitting Sales Proceeds to Your Bank Account, or by other means, in accordance with this Agreement. The applicable U3 Agents provide the services described in these Transaction & Payment Processing Service Terms and the related services described in Sections M-1.4, M-2.2, and M-5 of the Agreement (collectively, the “Transaction & Payment Processing Services“).

When a buyer instructs us to pay you, you agree that the buyer authorizes and orders us to commit the buyer’s payment (less any applicable fees or other amounts we may collect under this Agreement) to you. You agree that buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. We will remit funds to you in accordance with this Agreement.

P-2 Remittance

Subject to Section S-2 of the General Terms of this Agreement, the applicable U3 Payments Agents will remit funds to you in accordance with Section M-5 of the Agreement and these Transaction & Payment Processing Service Terms. Each applicable U3 Payments Agent’s obligation to remit funds collected or received by it or otherwise credited to your available balance in connection with Your Transactions is limited to funds in your available balance that have become available in accordance with this Agreement less amounts owed to U3 and any taxes that U3 automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the tax policies, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement. Without limiting U3’s rights to collect any amounts you owe, the applicable U3 Payments Agent’s receipt of Sales Proceeds or crediting of Sales Proceeds to your available balance discharges your obligation to pay applicable fees and other amounts under this Agreement to the extent the Sales Proceeds received or credited equal or exceed the fees and other amounts you owe and the Sales Proceeds are applied to the payment of those fees and amounts.

P-3 Your Funds

Your Sales Proceeds will be held in an account with the applicable U3 Payments Agent (a “Seller Account”) and will represent an unsecured claim against that U3 Payments Agent. Your Sales Proceeds are not insured by the Federal Deposit Insurance Corporation, nor do you have any right or entitlement to collect Sales Proceeds directly from any customer. Prior to disbursing funds to you, a U3 Payments Agent may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable Laws. You will not receive interest or any other earnings on any Sale Proceeds. To the extent required by applicable Laws, a U3 Payments Agent will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

P-4 Verification

We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time-to-time consumer credit reports to establish or update your Seller Account or in the event of a dispute relating to this Agreement or the activity under your Seller Account. You agree to update all Seller Account information promptly upon any change. For the avoidance of doubt, you will not be required to provide specific financial information that would be considered competitive advantage data.

P-5 Dormant Accounts

If there is no activity (as determined by us) in connection with your Seller Account for the period of time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your Seller Account open and maintaining the Sales Proceeds in your Seller Account. If you do not respond to our notice(s) within the time period we specify, we will send the Sales Proceeds in your Seller Account to your state of residency, as determined by us based on the information in your Seller Account.

• U3 collects all funds from customer, including shipping and sales tax where applicable, collectively the Sales Proceeds.
• U3 retains the shipping costs and taxes charged to customers, if any, and submits to taxing authority.
• U3 retains 22% of your product list price, with a minimum fee of $ 3.00 on every bag of your coffee sold (“U3 FEE”) via the Marketplace.
• U3 will remit to you your available balance on a monthly basis (or on a more frequent basis, at our option)
• U3 will provide a detailed statement, at approximately the same time as payment is processed, of number of bags sold, amount collected by category, less fees.