Vendor Agreement

1. Parties and Scope

This Vendor Agreement ("Agreement") is entered into between 12852365 Canada Inc., a company incorporated in Canada, doing business as "MarkovaX" ("Markovax," "we," "us," or the "Marketplace"), based in Milton, Ontario, Canada, and you, the entity or individual applying to sell on the Marketplace ("Vendor," "you," or "your").

This Agreement governs your access to and use of the Marketplace as a seller. It is in addition to the Marketplace Terms of Service and Prohibited Items Policy, both incorporated by reference.

By submitting a Vendor Application or listing any Product on the Marketplace, you accept this Agreement.

2. Definitions

• "Marketplace Commission" means the fee Markovax retains from each Order, as set out in Section 7.
• "Customer" means a purchaser of a Product on the Marketplace.
• "Listing" means a Product page created by a Vendor on the Marketplace.
• "Order" means a confirmed Customer purchase of one or more Products.
• "Payout" means the funds transferred to a Vendor for completed Orders, net of Marketplace Commissions, refunds, chargebacks, and other deductions.
• "Product" means any item a Vendor lists for sale on the Marketplace.
• "Stripe Connect" means the Stripe payment infrastructure used by Markovax to process payments and disburse Payouts.

3. Vendor Application and Approval

3.1 Application

To become a Vendor, you must submit a complete Vendor Application and provide all information requested, which may include identity, business registration, tax identification, banking, product catalog, and shipping details.

3.2 Approval

Approval is at Markovax's sole discretion. We may approve, reject, or request additional information for any reason, including but not limited to product category fit, completeness of information, supplier verification, and risk profile.

3.3 Misrepresentation

Providing false or misleading information in your Application is a material breach of this Agreement and grounds for immediate termination and forfeiture of any pending Payouts.

4. Vendor Account and Stripe Connect Onboarding

4.1 Stripe Connect Express Account

All Vendors must complete onboarding for a Stripe Connect Express account. Stripe handles identity verification (KYC), bank account verification, and tax-form collection through its hosted onboarding flow.

4.2 No Bypass

You may not request or accept payment for Marketplace Orders outside of Stripe Connect. All transactions must flow through the Marketplace.

4.3 Account Maintenance

You are responsible for keeping your Vendor and Stripe Connect account information current, including bank account details, tax identification, and contact information.

4.4 Vendor Dashboard

Markovax provides a Vendor Dashboard (via WC Vendors Pro) where you can manage Listings, view Orders, track Payouts, and communicate with Customers. You are responsible for all activity in your Vendor account.

5. Product Listings

5.1 Accuracy

You represent and warrant that each Listing is accurate and not misleading, including title, description, photographs, specifications, pricing, availability, shipping origin, and handling time.

5.2 Pricing

You set your own retail prices. Prices must be displayed inclusive of any applicable Vendor-side fees. You are responsible for ensuring prices comply with applicable laws including price-advertising rules under the Ontario Consumer Protection Act and the Competition Act (Canada).

5.3 Images

All images must be high-quality, accurately depict the Product, and be free of third-party watermarks unless you are the rights-holder.

5.4 Prohibited Products

You may not list any item identified in the Markovax Prohibited Items Policy or any item that violates Stripe's Restricted Businesses list, Canadian law, US law, or Mexican law in any jurisdiction where the Product will be sold or shipped.

5.5 Intellectual Property

You represent and warrant that you own or are licensed to use all designs, images, brand names, and other intellectual property contained in your Listings. You are solely liable for any infringement claim.

5.6 Right to Remove

Markovax may remove any Listing at any time, with or without notice, for any violation of this Agreement, applicable law, or our policies, or for any other reason at our discretion.

6. Order Fulfillment and Customer Service

6.1 Handling Time

You must ship Orders within the handling time stated in your Listing. Repeated failures to meet stated handling times are grounds for suspension.

6.2 Shipping

You are responsible for shipping Products to Customers using a reputable carrier with tracking. Tracking information must be uploaded to the Vendor Dashboard within 24 hours of shipment.

6.3 Communication

You must respond to Customer messages within 72 business hours of receipt.

6.4 Returns and Refunds

You must honor the Markovax baseline return policy (14 days for unused, undamaged, non-personalized items) at minimum. You may publish a more generous policy but not a stricter one. You bear the cost of return shipping for defective, damaged, or materially mis-described Products.

6.5 Defective or Lost Shipments

If a Product is defective on arrival, lost in transit, or materially different from the Listing, you must offer the Customer a replacement, full refund, or other reasonable resolution at no additional cost to the Customer.

6.6 Product Safety

You are responsible for ensuring all Products meet applicable product-safety regulations in the destination country (e.g., Health Canada, US Consumer Product Safety Commission, PROFECO in Mexico). If a Product is subject to a recall, you must notify Markovax within 48 hours and cooperate with any required Customer outreach.

7. Commission, Fees, and Payouts

7.1 Standard Marketplace Commission

Markovax retains the following Marketplace Commissions per Order, calculated on the Product subtotal (excluding shipping and taxes):

7.2 Launch Promotional Rate

For Vendors approved during the launch period (July 1, 2026 – January 1, 2027), the following promotional Marketplace Commissions apply for the first 90 days from approval or the first $5,000 USD in gross Vendor sales, whichever occurs first:

After the promotional period or sales threshold is reached, standard rates in Section 7.1 apply automatically.

7.3 Payment Processing Fees

Stripe payment-processing fees (e.g., 2.9% + $0.30 USD for cards, with variations by region and payment method) are deducted by Stripe directly from each transaction. These are entirely separate from the Marketplace Commission and are not collected by Markovax.

7.4 Refunds and Chargebacks

• Customer refunds: If a Customer is refunded for any reason attributable to the Vendor (defective product, late shipment, misdescription, etc.), the full refund amount is deducted from the Vendor's next Payout or, if Payout balance is insufficient, invoiced to the Vendor.
• Chargebacks: If a Customer disputes a charge with their bank and the chargeback is granted, the chargeback amount plus the Stripe chargeback fee (currently $15 USD per dispute) is deducted from the Vendor's Payout.
• Commissions on refunds: Where required by Stripe's terms, Marketplace Commissions on refunded Orders are returned to the Vendor. Markovax does not profit from refunded transactions.

7.5 Payout Schedule

Standard Payouts are made weekly, every Monday, for Orders that have been delivered at least 7 calendar days prior with no open disputes. The 7-day hold protects against fraudulent chargebacks and open return windows.

You may request a bi-weekly or monthly Payout schedule instead via your Vendor Dashboard.

7.6 Minimum Payout

Payouts are issued only when the Vendor's available balance exceeds $50 USD. Balances below the minimum carry over to the next Payout period automatically.

7.7 Currency

Payouts are made in the Vendor's designated currency as set in their Stripe Connect account. Exchange rates are determined by Stripe at the time of transfer. Markovax does not control or profit from currency conversion.

7.8 Taxes on Payouts

Markovax is not your tax advisor. You are solely responsible for all taxes on your Marketplace earnings, including income tax, HST/GST where applicable in Canada, and Mexican IVA where applicable. Where Markovax is legally required to collect and remit marketplace facilitator taxes (in certain US states or Mexican states), we will do so and indicate this clearly in your Vendor Dashboard.

7.9 Tax Reporting

Stripe will issue applicable year-end tax forms directly to Vendors based on jurisdiction (e.g., 1099-K for US Vendors meeting thresholds; T4A or T5018 where applicable in Canada; CFDI in Mexico). You are responsible for providing accurate tax information to Stripe during onboarding.

8. Vendor Representations and Warranties

You represent and warrant that:

• You have the legal capacity and authority to enter into this Agreement;
• All information provided in your Application and Listings is true, accurate, and complete;
• You own or are properly licensed to sell all Products you list, and to use all images, designs, brand names, and other content;
• Your Products comply with all applicable laws and regulations in every jurisdiction where they will be sold or shipped, including product safety, labeling, advertising, and import/export laws;
• You will collect, use, and protect Customer data only in accordance with applicable privacy laws and the Markovax Privacy Policy;
• You are not listed on any sanctions or denied-persons list of Canada, the United States, Mexico, the European Union, the United Kingdom, or the United Nations;
• You will not engage in fraudulent, deceptive, or unfair trade practices.

9. Indemnification

You agree to indemnify, defend, and hold harmless Markovax, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your Products, including any defect, injury, or property damage caused by them;
• Your breach of this Agreement, the Marketplace Terms of Service, or any Markovax policy;
• Any third-party claim of intellectual property infringement related to your Listings;
• Your violation of applicable law;
• Your handling of Customer personal data.

10. Suspension and Termination

10.1 Suspension

Markovax may suspend your Vendor account at any time, with or without notice, for any actual or suspected breach of this Agreement, including but not limited to:

• Listing prohibited or non-compliant Products;
• Failure to fulfill Orders or respond to Customers;
• Excessive chargebacks, refunds, or negative reviews;
• Suspected fraud, identity misrepresentation, or money laundering;
• Request by Stripe or any regulatory authority.

10.2 Effect of Suspension

During suspension, your Listings may be hidden, new Orders blocked, and Payouts withheld pending review. You remain obligated to fulfill any Orders placed before suspension unless directed otherwise by Markovax.

10.3 Termination

This Agreement may be terminated:

• By Markovax for any reason on 30 days' written notice;
• By Markovax immediately for material breach, fraud, illegal conduct, or a Stripe-directed termination;
• By you on 30 days' written notice, provided you fulfill all pending Orders.

10.4 Effect of Termination

On termination, your Listings will be removed. Payouts for completed Orders will be processed on the normal schedule, subject to any holds for outstanding disputes, refunds, or chargebacks. Sections that by their nature survive termination — including indemnification, limitation of liability, intellectual property, and dispute resolution — shall survive.

10.5 Reserve

Markovax may establish a reserve (held back from Payouts) for any Vendor whose risk profile, refund rate, chargeback rate, or fulfillment history warrants it. The reserve will be released upon resolution of the underlying issue or termination plus any applicable holding period.

11. Confidentiality

You agree not to disclose any non-public information about the Marketplace, including but not limited to commission rates, internal policies, Vendor performance data, technical infrastructure, or business plans, to any third party without our prior written consent.

12. Marketing and Brand Use

12.1 Vendor Brand

By listing on the Marketplace, you grant Markovax a non-exclusive, royalty-free, worldwide license to use your business name, logo, Listing images, and Product descriptions for the purpose of operating, marketing, and promoting the Marketplace and your Listings.

12.2 Markovax Brand

You may state that you "sell on Markovax" or "are a Markovax vendor." You may not use the Markovax name or logo in a way that implies endorsement, partnership, or co-branding beyond the marketplace relationship without prior written consent.

12.3 No Spam

You will not use Customer contact information obtained through the Marketplace for marketing or any purpose unrelated to the specific Order, except where the Customer has affirmatively opted in.

13. Data Protection

You will process any personal data of Customers in accordance with PIPEDA (Canada), applicable US state privacy laws (CCPA, etc.), Mexico's Federal Law on Protection of Personal Data, and any other applicable privacy law. You will not retain Customer data longer than necessary to fulfill the Order and provide post-sale support.

14. Modifications

We may modify this Agreement at any time. Material changes will be communicated by email to the address on file and by notice in your Vendor Dashboard at least 30 days before they take effect. Continued use of the Marketplace after the effective date constitutes acceptance. If you do not agree, you may terminate this Agreement under Section 10.3.

15. Independent Contractor

This Agreement does not create an employment, agency, partnership, joint venture, or franchise relationship. You are an independent contractor solely responsible for your own taxes, insurance, and business operations.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, MARKOVAX'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL MARKETPLACE COMMISSIONS PAID BY YOU TO MARKOVAX IN THE 90 DAYS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

MARKOVAX IS NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

These limitations do not apply where prohibited by applicable law.

17. Governing Law and Dispute Resolution

17.1 Governing Law

This Agreement is governed by the laws of the Province of Ontario, Canada and applicable federal laws of Canada.

17.2 Informal Resolution

You agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days before initiating any formal proceeding.

17.3 Mediation

If informal negotiation does not resolve the dispute within 30 days, either party may refer the matter to a mutually agreed mediator before initiating court proceedings. Mediation costs shall be shared equally unless otherwise agreed.

17.4 Forum

Any unresolved dispute shall be brought exclusively in the courts of the Province of Ontario, located in Milton or Toronto.

17.5 Limitation Period

Claims must be brought within one (1) year of the events giving rise to them, except where a longer period is required by law.

18. Miscellaneous

• Severability: If any provision is held unenforceable, the remainder of this Agreement continues in full force.
• Entire Agreement: This Agreement, together with the Marketplace Terms of Service, Prohibited Items Policy, and Privacy Policy, constitutes the entire agreement between the parties on this subject matter.
• Assignment: You may not assign this Agreement without prior written consent. Markovax may assign it to a successor entity.
• Notices: Notices to you will be sent to the email address on file in your Vendor account. Notices to Markovax must be sent to info@markovax.com.
• Force Majeure: Neither party is liable for failure to perform due to causes beyond its reasonable control, including natural disasters, government actions, or service outages.
• Waiver: Failure by either party to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it in the future.

19. Acceptance