Zurno Vendor General Contract

General Terms

Welcome to Zurno Services Business Solutions, a collection of optional services designed for sellers. These include Selling on Zurno, Fulfillment by Zurno, Transaction Processing Services, and the Marketplace Web Service. THIS ZURNO SERVICES BUSINESS SOLUTIONS AGREEMENT (THE "AGREEMENT") SETS FORTH THE TERMS AND CONDITIONS GOVERNING YOUR ACCESS TO AND USE OF THESE SERVICES. THIS AGREEMENT IS MADE BETWEEN YOU (OR THE BUSINESS YOU REPRESENT) AND ZURNO. BY REGISTERING FOR OR UTILIZING ANY OF THE SERVICES, YOU, ON BEHALF OF YOURSELF OR THE BUSINESS ENTITY YOU REPRESENT, AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS OUTLINED HEREIN, INCLUDING ANY SERVICE TERMS AND PROGRAM POLICIES RELEVANT TO EACH COUNTRY WHERE YOU REGISTER OR CHOOSE TO USE A SERVICE (EACH REFERRED TO AS AN "ELECTED COUNTRY"). For the purposes of this Agreement, the terms "we," "our," and "Zurno" refer to the applicable Zurno Contracting Entity and its Affiliates. "You" refers to the individual registering for or using a Service or, where applicable, the business entity employing that individual, along with its Affiliates. Defined terms within this Agreement carry the specific meanings assigned to them herein. In the event of any conflict between provisions, the Program Policies will take precedence over both the General Terms and any applicable Service Terms, while specific Service Terms will override the General Terms.

1. Enrollment

To initiate your enrollment, you are required to complete the registration process for one or more of the Services. Eligibility to use the Services is restricted to individuals or entities that are legally capable of entering into binding contracts under applicable law (for instance, certain jurisdictions, such as an Elected Country, may prohibit minors from accessing the Services).

During the registration process, you must provide accurate and current information, including your (or your business’s) legal name, physical address, telephone number, and email address.

We reserve the right, at our sole discretion and without prior notice, to suspend or discontinue the provision of any or all of the Services at any time.

2. Service Fees, Payment Processing, and Sales Proceeds

The fees applicable to your use of the Services are outlined in the relevant Service Terms and Program Policies. You are solely responsible for covering all costs and expenses incurred in connection with this Agreement.

To access and utilize any Service, you must provide Zurno with valid credit card details from one or more credit cards acceptable to us ("Your Credit Card") and accurate banking information for an account or accounts that meet Zurno’s acceptance criteria (which may be changed or revoked at our discretion without prior notice) ("Your Bank Account"). You agree to use only names and payment information that you are legally authorized to use in connection with the Services

and to update all provided information promptly to ensure its accuracy, completeness, and validity at all times.

By entering into this Agreement, you grant Zurno the authority to:

Verify the accuracy of the information you’ve provided, including through updated submissions,
Request and review credit reports concerning you periodically,
Obtain credit authorizations from the issuer of Your Credit Card, and
Charge Your Credit Card or debit Your Bank Account for any amounts you owe Zurno, whether as reimbursement or otherwise.

All payments due to you will be deposited directly into Your Bank Account via banking networks or other payment methods specified by Zurno. If we determine, at our sole discretion, that your activities may lead to issues such as product returns, chargebacks, customer disputes, policy violations, or pose other financial or reputational risks to Zurno or third parties, we reserve the right to withhold payments to you until such risks are resolved to our satisfaction. In the event you owe any outstanding amounts to Zurno, we may collect these funds by:

(a) Charging Your Credit Card or any alternative payment method you’ve provided, (b) Offsetting the owed amounts against payments we owe to you, (c) Issuing an invoice, which you agree to pay upon receipt,

(d) Reversing any credits previously applied to Your Bank Account, or (e) Pursuing other lawful collection methods as necessary.

Should we determine that your account has been used for deceptive, fraudulent, or illegal purposes, Zurno reserves the right to permanently withhold any funds owed to you.

Unless expressly stated otherwise, all financial amounts referenced in this Agreement will be denominated in the Local Currency, and all payments will be processed accordingly.

To mitigate risks associated with returns, chargebacks, disputes, or policy violations, Zurno may, at its discretion, require you to maintain certain reserves or security deposits. These amounts may be refundable or non-refundable based on your compliance with the Agreement and Program Policies. Failure to adhere to the terms may result in the forfeiture of these funds.

For security purposes, Zurno may impose transaction limits on sellers or customers, including restrictions on the value of individual transactions, cumulative transactions within specific timeframes, or the total number of transactions per day or other periods. Zurno will not be held liable if: (i) A transaction or payment is declined because it exceeds established security thresholds, or

(ii) A customer cancels a transaction due to a Service or Zurno platform being unavailable after the transaction has been initiated.

This version maintains the legal clarity and intent while offering a more contemporary structure. Let me know if you'd like further refinements!

3. Term and Termination

This Agreement becomes effective on the date you complete your registration for, or first begin using, any Service—whichever happens first—and will remain in effect until either party terminates it as outlined herein (the "Term"). Zurno reserves the right to suspend or terminate this Agreement, or any specific Service, at any time and for any reason, by providing you with notice. Similarly, you may choose to terminate this Agreement or discontinue any Service at your discretion, using the termination procedures specified by Zurno at the time. The suspension or termination of one Service does not automatically affect the status of any other Service unless explicitly stated otherwise.

Upon termination of this Agreement, all rights and obligations of both parties will cease, with the exception of provisions that are intended to survive termination. Specifically, Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16, and 18 will remain in effect. Additionally, any provisions outlined in the applicable Service Terms that are expressly designated to survive termination will continue to be enforceable after the Agreement ends.

4. License

By entering into this Agreement, you grant Zurno a royalty-free, non-exclusive, worldwide, perpetual, and irrevocable license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works from, and otherwise exploit Your Materials for both commercial and non-commercial purposes, in any manner we deem appropriate. This license also includes the right for Zurno to sublicense these rights to its Affiliates and operators of Zurno-associated properties.

However, Zurno agrees not to modify any of Your Trademarks from the original form you provided, except where resizing is necessary for display purposes— provided that the relative proportions of the trademarks remain intact. Additionally, we will honor any requests you make to remove specific uses of Your Trademarks, as long as such removal cannot be managed directly by you through the tools or settings available within the applicable Zurno platform or Service. Nothing in this Agreement restricts or limits Zurno’s ability to use Your Materials without your permission if such use is permitted under applicable law without requiring a license from you or your Affiliates. This includes, but is not limited to, uses allowed under doctrines such as fair use (under U.S. copyright law), referential use (under trademark law), or any valid licenses obtained from third parties.

5. Representations and Warranties

By entering into this Agreement, you represent and warrant to Zurno that: (a) Business Status: If you are operating as a business entity, you are duly formed, legally existing, and in good standing under the laws of the country where

your business is registered. Additionally, you confirm that you are registering for the Service(s) within that same country.

(b) Authority and Capacity: You possess the full legal right, authority, and capacity to enter into this Agreement, fulfill your obligations under it, and grant all rights, licenses, and permissions as specified herein.

(c) Accuracy of Information: All information provided by you or your Affiliates to Zurno or its Affiliates is, and will remain, truthful, accurate, current, and complete at all times.

(d) Legal Compliance: You, along with any subcontractors, agents, or suppliers engaged by you, will fully comply with all applicable laws, regulations, and legal requirements in the performance of your obligations and the exercise of your rights under this Agreement.

6. Indemnification

You agree to release, indemnify, defend, and hold harmless Zurno, its Affiliates, and their respective officers, directors, employees, representatives, and agents from and against any claims, losses, damages, settlements, costs, expenses, or other liabilities (including, without limitation, reasonable attorneys' fees)

(collectively referred to as a "Claim") that arise from or are related to: (a) Breach of Agreement: Any actual or alleged violation of your obligations under this Agreement;

(b) Your Business Activities: Any of your sales channels outside of Zurno Sites and Zurno-associated properties, your products (including their marketing, sale, performance, and fulfillment), your materials, any actual or alleged infringement of intellectual property rights related to the foregoing, and any personal injury, death, or property damage associated therewith;

(c) Personnel Actions: Actions or omissions of your personnel, including any claims made by or on behalf of your personnel;

(d) Tax Obligations: Any tax liabilities or obligations attributable to your business activities.

You are required to engage legal counsel reasonably acceptable to Zurno to defend against each Claim covered under this indemnification. Zurno reserves the right, at its sole discretion and expense, to assume control of the defense if it determines that a Claim could have an adverse effect on Zurno. Additionally, you may not agree to any settlement or consent to a judgment related to a Claim without Zurno’s prior written approval, which will not be unreasonably withheld.

7. Disclaimer and General Release

a. Disclaimer of Warranties

The Zurno Sites and Services—including all related content, software, functions, materials, and information provided or made available in connection with the Services—are offered strictly on an "as-is" basis. By using the Services, you acknowledge that you do so at your own risk.

To the fullest extent permitted by applicable law, Zurno and its Affiliates expressly disclaim:

(i) All representations and warranties related to this Agreement, the Services, and any transactions contemplated under this Agreement, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement;
(ii) Any implied warranties that might arise from prior dealings, course of performance, or trade usage; and
(iii) Any obligation, liability, right, claim, or remedy in tort, whether or not arising from Zurno’s negligence.

Zurno does not guarantee that the features or functions provided through the Zurno Sites or Services will meet your requirements, nor do we guarantee their availability, timeliness, security, uninterrupted operation, or error-free performance. Zurno is not liable for any interruptions or failures in service, including but not limited to system outages, disruptions, or delays that may affect the initiation, processing, acceptance, completion, or settlement of any transactions.

b. General Release

Since Zurno is not directly involved in transactions between customers, sellers, or other participants, you agree that in the event of a dispute between one or more parties, you release Zurno—along with its agents, employees, and Affiliates—from any and all claims, demands, damages (both actual and consequential), and liabilities of every kind and nature. This release applies to known and unknown claims, suspected and unsuspected issues, as well as disclosed and undisclosed matters, that may arise from or be connected in any way to such disputes.

8. Limitation of Liability

To the fullest extent permitted by law, Zurno shall not be liable—whether under contract, warranty, tort (including negligence, product liability, or any other legal theory), or otherwise—for any of the following: \

The cost of cover, recovery, or recoupment of any investment made by you or your Affiliates in connection with this Agreement;
Any loss of profits, revenue, business opportunities, or data; or
Punitive, incidental, special, or consequential damages arising out of or related to this Agreement, even if Zurno has been advised of the potential for such costs or damages.

In addition, Zurno’s total cumulative liability arising from or relating to this Agreement, including any transactions or Services provided under it, shall never exceed the total amount you paid to Zurno for the specific Service that gave rise to the claim during the six (6) months immediately preceding the event that led to the liability.

9. Insurance

If your gross proceeds from transactions exceed the applicable Insurance Threshold for any given month during a rolling period of three (3) consecutive months, or if specifically requested by Zurno, you are required—within thirty (30) days of meeting either condition—to obtain and maintain, at your own expense, commercial general liability insurance, which may include umbrella or excess liability coverage. This insurance must remain in effect for the duration of the Term and apply to each relevant Elected Country.

Your insurance policy must meet the following requirements:

Provide coverage for liabilities arising from or related to the operation of your business, including products liability, completed operations, and bodily injury;
Meet or exceed the specified Insurance Limits for both per occurrence and aggregate coverage;
List Zurno and its assignees as additional insured parties.

Upon request, you agree to provide Zurno with certificates of insurance evidencing this coverage. These certificates should be sent to the following address:

c/o Zurno, 10055 SEMINOLE BLVD SEMINOLE, FL 33773

Attention: Risk Management

10. Tax Matters

You are solely responsible for the collection, reporting, and payment of all taxes, duties, and related charges applicable to your business activities (“Your Taxes”), unless Zurno has expressly agreed in writing to collect and remit such taxes on your behalf through specific tax calculation services that Zurno provides and you utilize.

You agree to adhere to and fully comply with all applicable Tax Policies as outlined by Zurno.

All fees that you owe to Zurno under this Agreement or any applicable Service Terms are exclusive of taxes. This means you are responsible for paying Zurno any of Your Taxes that are imposed on these fees, in addition to the fees themselves.

11. Confidentiality

In the course of using the Services, you may gain access to information related to Zurno or the Services, including but not limited to Zurno Transaction Information, that is not publicly available ("Confidential Information"). By agreeing to these terms, you acknowledge and agree to the following:

(a) All Confidential Information is and will remain the exclusive property of Zurno.
(b) You will use Confidential Information solely for purposes necessary to participate in the Services.
(c) You will not disclose Confidential Information to any third party unless expressly permitted under this Agreement.
(d) You will implement and maintain reasonable safeguards to prevent unauthorized use or disclosure of Confidential Information.

Additionally, you agree that you will not issue press releases, make public statements related to the Services, or use Zurno’s name, trademarks, or logos in any capacity—including promotional materials—without obtaining Zurno’s prior written consent. You also agree not to misrepresent or exaggerate the nature of your relationship with Zurno in any way.

12. Force Majeure

Zurno shall not be held responsible or liable for any delay or failure to fulfill its obligations under this Agreement if such delay or failure results from circumstances beyond Zurno’s reasonable control. This includes, but is not limited to, events such as natural disasters, acts of government, strikes, labor disputes, power outages, internet or communication failures, pandemics, wars, terrorism, or any other unforeseen events that prevent or hinder performance.

13. Relationship of the Parties

Except as otherwise specified under the Transaction Processing Service Terms (applicable if the Elected Country for a Service is the United States), both you and Zurno operate as independent contractors. Nothing in this Agreement shall be interpreted as creating any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept offers, enter into agreements, or make representations on behalf of Zurno. Additionally, this Agreement does not establish an exclusive relationship between you and Zurno, meaning both parties are free to engage with other businesses and entities without restriction. No provision within this Agreement is intended to, nor shall it be construed to, grant any legal or equitable right, remedy, or claim to any third party outside of the parties explicitly involved—namely, Zurno, you, and customers. All representations, warranties, covenants, conditions, and obligations set forth in this Agreement are for the sole and exclusive benefit of these parties. Furthermore, you remain fully responsible for any obligations arising from the use of third-party services or features that you authorize Zurno to utilize on your behalf. This includes ensuring compliance with any applicable terms of use related to such third-party services.

Lastly, you agree not to make any statements, whether on your website or through other channels, that would conflict with or contradict the terms outlined in this section

14. Use of Zurno Transaction Information

You agree that neither you nor your Affiliates will, directly or indirectly: (a) Disclose Zurno Transaction Information to any third party, except when such

disclosure is strictly necessary for fulfilling your obligations under this Agreement. In such cases, you must ensure that the recipient uses the information solely for that specific purpose and complies with all restrictions applicable to you regarding that information.

(b) Use Zurno Transaction Information for any marketing, advertising, or promotional activities, or in any manner that conflicts with Zurno’s or your own privacy policies, or violates any applicable laws or regulations.

(c) Contact individuals who have purchased your products with the intent to collect additional payments related to those transactions or to influence them to engage in alternative transactions outside of the Zurno platform. (d) Make disparaging remarks about Zurno, its Affiliates, their products or services, or any Zurno customers in any form of communication. (e) Target communications specifically because the intended recipient is a user of Zurno Sites.

Furthermore, you are only permitted to communicate with Zurno Site users regarding your transactions through the tools and channels explicitly provided or approved by Zurno. This includes communications related to scheduling, updating, or canceling the fulfillment of your products.

This section does not restrict your ability to use information that you have obtained independently, without reference to Zurno Transaction Information, for any purpose—even if that information happens to be identical to Zurno Transaction Information. However, under no circumstances may you target communications based on the recipient’s status as a Zurno Site user.

15. Suggestions and Information Disclosure

If you or any of your Affiliates choose to provide Zurno with suggestions, feedback, comments, ideas, improvements, or other materials related to any Zurno Site, Service, or associated technology, you agree that Zurno will have the unrestricted right to use, disclose, reproduce, modify, license, transfer, distribute, and otherwise exploit such information in any manner, without any obligation to compensate you.

Additionally, to comply with legal or regulatory requests, safeguard our systems and customers, or maintain the security, integrity, and proper functioning of our business operations and infrastructure, Zurno may access, review, and disclose any information it deems necessary. This may include, but is not limited to:

User contact details
IP addresses and traffic data
Usage history
Posted content

This section ensures Zurno’s ability to responsibly manage its platforms while respecting legal obligations and operational needs.

16. Modification

Zurno reserves the right to modify, amend, or update any of the terms and conditions outlined in this Agreement at any time, at its sole discretion. Such changes will take effect immediately upon being posted on Seller Central, or any relevant Zurno platform. It is your responsibility to regularly review these platforms to stay informed about any updates, modifications, or notices. For changes to the General Terms and Service Terms, Zurno will provide notice by posting the updates for a minimum of 30 days prior to their effective date. However, Zurno may implement changes to Program Policies without prior notice. We strongly recommend that you frequently refer to Seller Central and the ZWS Site to review the most current version of the Agreement, including any updated Service Terms and Program Policies, to ensure your products and services remain compliant with Zurno’s requirements.

Your continued use of any Zurno Service after changes have been posted constitutes your acceptance of those modifications, regardless of whether you have actively reviewed the updates.

17. Password Security

Any password provided to you by Zurno is intended for your exclusive use during the Term of this Agreement. It grants access to Seller Central, or other tools we may provide, allowing you to utilize the Services, electronically process transactions, and review completed activities related to your account. You are solely responsible for safeguarding the confidentiality and security of your password. You must not share your password with any third party, except for individuals you have expressly authorized to access your account in accordance with this Agreement.

You are fully accountable for all activities conducted under your password, including any actions taken by authorized or unauthorized users. In the event you suspect that your password has been compromised or accessed without authorization, you must immediately update your password to secure your account.

18. Miscellaneous

Governing Law and Dispute Resolution:

This Agreement shall be governed by and construed in accordance with the Governing Laws, without regard to principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods.

For Services in Japan: Both Zurno and you consent to the exclusive

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jurisdiction of the Governing Courts in Japan for any disputes related to the Services, with proceedings held in Tokyo District Court or Tokyo Summary Court, as applicable.

For Services in the United States, Canada, or Mexico: Any disputes

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between you and Zurno will be resolved through binding arbitration,

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except that:

(i) You may bring qualifying claims in small claims court.

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(ii) Either party may seek injunctive relief in the Governing Courts to

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prevent infringement or misuse of intellectual property rights.

Arbitration will be conducted under the rules of the American Arbitration Association (AAA). Arbitration proceedings may be conducted via telephone, written submissions, or in-person at a mutually agreed location. Zurno will cover arbitration fees for claims under $10,000 unless deemed frivolous. Assignment:

You may not assign this Agreement without Zurno’s prior written consent. This Agreement will bind and benefit the parties and their successors and permitted assigns.

Waiver:

Failure by Zurno to enforce any provision shall not constitute a waiver of its right to enforce such provision in the future.

Service Control:

Zurno retains sole discretion over the content, design, functionality, and operation of the Services, including the right to modify, restrict, or discontinue any aspect of them.

Agency Relationship:

Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between Zurno and you. Zurno does not act as your agent, except as expressly stated in the Transaction Processing Service Terms (if applicable).

Notices:

Zurno will send notices to the email address you provided in your account settings or through other specified communication channels. You consent to receive communications electronically, and it is your responsibility to keep your contact information current. Notices to Zurno should be directed to our Merchant Services Team via the designated contact form.

Modifications and Severability:

This Agreement incorporates the applicable Service Terms and Program Policies, which Zurno may amend from time to time. If any provision is found unenforceable, the remaining provisions will remain valid and enforceable.

Language:

If the Elected Country is Canada, this Agreement is drafted in English at the express request of both parties. Entire Agreement:

This Agreement, together with the applicable Service Terms and Program Policies, constitutes the entire agreement between the parties, superseding all prior agreements or understandings.

Definitions:

Key terms used in this Agreement, such as "Affiliate," "Governing Courts," "Governing Laws," "Zurno Transaction Information," and others, are defined within the Agreement to clarify their meaning and application.

Zurno Selling Service Terms

The Zurno Selling Service ("Selling with Zurno") enables you to market and sell specified products and services directly through Zurno’s platforms. These Zurno Selling Service Terms are incorporated into the broader Agreement and apply exclusively to your involvement in the Selling with Zurno program, unless explicitly stated otherwise. BY ENROLLING IN OR UTILIZING THE ZURNO SELLING SERVICE, YOU (EITHER INDIVIDUALLY OR AS A REPRESENTATIVE OF YOUR BUSINESS) CONSENT TO BE LEGALLY BOUND BY THE AGREEMENT, INCLUDING THESE SPECIFIC SELLING SERVICE TERMS.

However, if you have separately entered into an agreement that authorizes you to list your products on a specific Zurno platform (such as a merchants@zurno.com program agreement, program agreement, or any prior versions of such agreements), then for as long as you continue to list and sell products under that separate agreement, the transactions related to your products on that specific Zurno platform—and any associated tax services we provide under that arrangement—shall be governed by the terms of that separate agreement, not by these Zurno Selling Service Terms.

B-1. Your Product Listings and Orders

B-1.1 Products and Product Information.

You are required to submit accurate and complete Required Product Information for each product or service you intend to offer through any Zurno Platform, using the format we specify. It is your responsibility to promptly update this information

whenever necessary to ensure it remains accurate and complete at all times. Additionally, you must ensure that Your Materials, Your Products (including their packaging), as well as your offers and subsequent sales of these products or services on any Zurno Platform, fully comply with all applicable Laws—including, but not limited to, minimum age restrictions, product marking, and labeling requirements. Under no circumstances may Your Materials contain sexually explicit content (unless expressly permitted under applicable Program Policies), defamatory content, or obscene materials.

You are strictly prohibited from:

Providing any information related to, or attempting to list, Excluded

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Products on any Zurno Platform.

Supplying any URL Marks for use on Zurno Platforms, or requesting that

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any URL Marks be displayed on Zurno Platforms.

B-1.2 Product Listing; Merchandising; Order Processing

We will provide you with the capability to list Your Products on designated Zurno Platforms and to engage in merchandising and promotional activities for Your Products as authorized by us. This may include promotions through Zurno Associated Properties or via any other features, functions, advertising channels, or programs connected to the relevant Zurno Platform.

We may implement systems that rate—or allow customers to rate—both Your Products and your performance as a seller. Zurno reserves the right to make such ratings and customer feedback publicly available.

For every order of Your Products placed through the applicable Zurno Platform, we will supply you with the corresponding Order Information. Additionally, we will collect all Sales Proceeds from these transactions on your behalf, retain exclusive rights to do so, and disburse these proceeds to you in accordance with the terms outlined in these Zurno Selling Service Terms.

B-1.3 Shipping and Handling Charges

For Your Products ordered by customers on or through a Zurno Platform that are not fulfilled using Zurno Fulfillment Services, you are responsible for setting the applicable shipping and handling charges, subject to our Program Policies and standard platform functionality. This includes compliance with any category specific shipping and handling fees we establish, such as those applicable to sellers on the Individual Selling Plan. In cases where Zurno determines the shipping and handling charges, you agree to accept these amounts as full and final payment for all shipping and handling costs related to the corresponding orders.

For details regarding shipping and handling for products fulfilled through Zurno Fulfillment Services, please refer to the Zurno Fulfillment Service Terms.

B-1.4 Credit Card Fraud

Zurno will assume the risk of credit card fraud (i.e., fraudulent transactions resulting from the theft and unauthorized use of a third party’s credit card information) related to Your Transactions, except for transactions involving Seller-Fulfilled Products that are not fulfilled strictly in accordance with the provided Order Information and Shipment Information. In such cases, you will be responsible for any resulting fraud or loss.

You will also bear all other risks associated with fraud or loss not specifically covered above.

At our sole discretion, Zurno reserves the right to withhold transactions for investigation, refuse to process orders, restrict shipping destinations, halt, and/or cancel any of Your Transactions. If we instruct you to stop or cancel an order for Your Products, you are required to comply promptly. If the product has already been transferred to a carrier or shipper at the time of our request, you must make commercially reasonable efforts to stop or cancel the delivery. For any order that we stop or cancel after the customer has been charged, you are obligated to issue a refund to the customer in accordance with Section S-2.2.

B-2 Sale and Fulfillment; Refunds and Returns.

B-2.1 Sale and Fulfillment

Except as otherwise outlined in the Zurno Fulfillment Service Terms for each Zurno Platform where you are registered or utilizing the Zurno Selling Service, you agree to the following:

(a) You will be solely responsible for sourcing, offering, selling, and fulfilling your Seller-Fulfilled Products, as well as sourcing, offering, and selling your Zurno Fulfilled Products. All such activities must comply with the terms specified in the applicable Order Information, this Agreement, and any terms provided by either you or us as displayed on the relevant Zurno Platform at the time of the order. You bear all associated risks with these activities.

(b) You will package each of Your Products in a commercially reasonable manner, adhering to all applicable packaging and labeling requirements, and ship each product on or before its designated Expected Ship Date.

(c) You are required to retrieve Order Information at least once per business day. (d) You may only cancel Your Transactions in accordance with the terms and conditions presented on the relevant Zurno Platform at the time of the order, or as otherwise required under this Agreement.

(e) You will fulfill orders for Your Products throughout the Elected Country, unless restricted by applicable law or this Agreement.

(f) You must provide Zurno with information regarding order fulfillment status and tracking details (where available) as requested, using the processes designated by us. Zurno reserves the right to make this information publicly available. (g) You will comply with all Street Date instructions provided.

(h) You must ensure that you are identified as the seller for each of Your Products. (i) Each shipment of Your Products must include an order-specific packing slip and, where applicable, any required tax invoices.

(j) You are required to clearly identify yourself as the seller of each of Your Products on all packing slips or any other documentation included with or related to Your Products. Additionally, you must be designated as the point of contact for customers wishing to return products.

(k) Except as expressly permitted under this Agreement, you are prohibited from sending customers emails that confirm orders or the fulfillment of Your Products. For any of Your Products that are fulfilled using Zurno Fulfillment Services, the applicable Zurno Fulfillment Service Terms will govern the storage, fulfillment,

and delivery of such Zurno-Fulfilled Products.

B-2.2 Cancellations, Returns, and Refunds

The Zurno Refund Policies applicable to each Zurno Platform will govern the handling of cancellations, returns, and refunds for Your Products. Subject to Section E-6, for any of Your Products fulfilled through Zurno Fulfillment

Services, you are required to promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the relevant Zurno Refund Policies, utilizing the account functionalities we provide.

Without limiting your responsibilities under this Agreement, Zurno retains the sole discretion to accept, calculate, and process cancellations, returns, refunds, and adjustments directly for the benefit of customers.

All payments related to Your Transactions, including refunds to customers, must be routed through Zurno. We will process such payments in a manner determined solely by us, and you agree to fully reimburse us for any amounts we disburse to customers in connection with these transactions.

B-3 Problems with Your Products.

B-3.1 Delivery Errors and Nonconformities; Recalls

You are solely responsible for any issues related to the fulfillment of Your Products, including but not limited to non-performance, non-delivery, misdelivery, theft, or any other errors or actions. This responsibility applies except where such issues are caused by:

(a) credit card fraud for which Zurno assumes responsibility under Section B-1.4; or

(b) our failure to provide you with Order Information as received by us, or issues arising from address verification errors.

Notwithstanding the above, for any of Your Products fulfilled through Zurno Fulfillment Services, the applicable Zurno Fulfillment Service Terms will govern matters related to non-delivery, misdelivery, theft, or other fulfillment-related errors or actions.

Additionally, you are responsible for addressing any non-conformity or defect in Your Products, as well as managing any public or private recalls involving Your Products or other products provided in connection with Your Products. You are required to notify Zurno promptly upon becoming aware of any such recalls, whether public or private.

B-3.2 Zurno Guarantee and Chargebacks

If we notify you that we have received or initiated a claim under the "Zurno Guarantee" offered on a specific Zurno Platform, or in the event of any chargeback or related dispute concerning one of Your Transactions, you are required to provide us with the following information in the format and manner we specify:

(a) Proof of fulfillment for the applicable Product(s);

(b) The relevant Zurno order identification number;

(d) Any terms provided by either you or us that were displayed on the applicable Zurno Platform at the time of the transaction.

Failure to comply with the above requirements, or if the claim, chargeback, or dispute is not due to:

(i) Credit card fraud for which Zurno is responsible under Section B-1.4, or (ii) Our failure to provide you with Order Information as received by us, or errors arising from address verification,

then you must promptly reimburse Zurno in accordance with the Service Fee Payments section of this Agreement. This reimbursement will cover the full amount of the customer’s purchase, including the Purchase Price, all associated shipping and handling charges, and all applicable taxes—excluding any Referral Fees retained by Zurno that are not subject to refund. Additionally, you will be responsible for all related fees, including credit card association fees, bank or payment processing fees, re-presentment fees, and/or penalty fees tied to the original transaction and any chargeback or refund, to the extent such amounts are paid or payable by Zurno or its affiliates.

B-4. Parity with Your Sales Channels

Subject to this Section B-4, you have the freedom to choose which of Your Products you wish to offer on any specific Zurno Platform. However, you are required to maintain parity between the products you offer through Your Sales Channels and those listed on any Zurno Platform. This means ensuring the following:

(a) The Purchase Price and all other terms related to the offer or sale of Your Products (including associated shipping and handling charges, Shipment Information, any "low price" guarantees, rebates or discounts, free or discounted products or other benefits tied to purchasing additional products, and the terms of applicable cancellation, return, and refund policies) must be at least as favorable to Zurno users as the most favorable terms under which the product is offered or sold via Your Sales Channels, excluding any Excluded Offers. (b) The customer service you provide for Your Products must be equally responsive and available, offering the same level of support as the best customer service provided through any of Your Sales Channels. This requirement does not apply to customer service for payment-related issues on Your Transactions, which Zurno will handle.

(c) The Content, product information, service details, and any other information provided under Section B-1.1 regarding Your Products must be of a quality level that is at least equal to the highest quality information displayed or used in any of Your Sales Channels.

If you become aware of any non-compliance with subsection (a) above, you must promptly compensate adversely affected customers by issuing appropriate refunds in accordance with Section B-2.2.

For Zurno-Fulfilled Products, if the shipping and handling charges associated with the sale and fulfillment of Your Products on a Zurno Platform are included (and not separately itemized) in the product’s listed price (referred to as the "Shipping Inclusive Purchase Price"), then the parity obligation in subsection (a) will be considered satisfied if:

The Shipping Inclusive Purchase Price, and

●

Each other term related to the offer or sale of the product on the Zurno

●

Platform,

are at least as favorable to Zurno users as the purchase price and all other terms (including any separately stated shipping and handling charges) under which the product or service is offered or sold through any of Your Sales Channels.

B-5 Compensation

You agree to pay Zurno the following fees:

(a) The applicable Referral Fees;

(b) Any applicable Variable Closing Fee;

(d) Any other applicable fees outlined in this Agreement, including those specified in relevant Program Policies.

The term "Zurno Selling Subscription Fee" refers to the fee designated as such in the Zurno Selling Fee Schedule for the applicable Zurno Platform at the time the fee becomes due.

For each of Your Transactions, the following definitions apply: (i) "Sales Proceeds" will have the meaning provided in this Agreement; (ii) "Variable Closing Fee" refers to the applicable fee, if any, as specified in the Variable Closing Fee Schedule for the relevant Zurno Platform; and (iii) "Referral Fee" refers to the applicable fee calculated based on the Sales Proceeds from Your Transaction conducted through the relevant Zurno Platform. This fee is determined according to the Zurno Selling Fee Schedule in effect at the time of Your Transaction, based on Zurno’s categorization of the product involved in the transaction.

However, please note that Sales Proceeds will not include any shipping charges set by Zurno in cases where Your Transactions consist solely of products fulfilled through Zurno Fulfillment Services.

B-6 Remittance of Sales Proceeds & Refunds

Unless otherwise specified in this Agreement, Zurno will remit your available balance to you on a bi-weekly (14-day) basis, or more frequently at our discretion. The remittance schedule may vary depending on the Elected Country. For each remittance, your available balance will equal the Sales Proceeds

received by us or our affiliates, which have not yet been previously remitted to you as of the applicable Remittance Calculation Date. You agree to accept this as full payment for Your Transactions, after deducting the following:

(a) The applicable Referral Fees;

(b) Any applicable Variable Closing Fee;

(d) Any other applicable fees described in this Agreement (including those outlined in relevant Program Policies); and

(e) Any amounts we require you to maintain in your account balance as specified in this Agreement (including amounts withheld under Section 2 of the General Terms, Section S-1.4, and applicable Program Policies).

Account Reserves:

We may establish a reserve on your account based on our assessment of risks posed to Zurno or third parties by your actions or performance. The amount of this reserve may be modified from time to time at our sole discretion. Bank Account Updates:

When you initially provide or later update your Bank Account information, your Remittance Calculation Date may be deferred for up to 14 days. Refunds to Customers:

If you issue a refund to a customer for one of Your Transactions and the refund is processed through us (or our affiliate), we will refund to you the portion of the Referral Fee you previously paid to us that corresponds to the refunded amount (including refunded taxes and customs duties where specified in applicable Tax Policies). This refund will occur on the next available Remittance Calculation Date, less the applicable Refund Administration Fee for each of Your Products refunded (except for BMVD Products, where no such administrative fee applies).

In the case of a full refund of Sales Proceeds for a Media Product, we

●

will also refund to you the full amount of any Variable Closing Fee you paid to us.

In the case of a partial refund of Sales Proceeds for a Media Product, no

●

portion of the Variable Closing Fee will be refunded.

We will process any amounts due to you under this section along with your next scheduled remittance.

"Refund Administration Fee" refers to the applicable fee as outlined in the Refund Administration Fee Schedule for the relevant Zurno Platform.

B-7 Control of Zurno Platforms

Zurno retains the sole and absolute discretion to control all aspects of the Zurno Platforms, including, but not limited to, their content, appearance, design, functionality, and any other features. This includes the right to redesign, modify, remove, or restrict access to any part of the Zurno Platforms, as well as the authority to suspend, prohibit, or remove any product listing at any time.

B-8 Effect of Termination

Upon the termination of these Zurno Selling Service Terms with respect to a specific Zurno Platform, all rights and obligations of both parties under these terms related to that platform will be terminated. However, the rights and obligations of both parties concerning Your Transactions that occurred during the term of this Agreement will continue to remain in effect even after the termination or expiration of the Agreement.

Selling on Zurno Definitions

"Zurno-Fulfilled Products" refers to any of Your Products that are

●

fulfilled using the Zurno Fulfillment Service.

"Zurno Refund Policies" means the return and refund policies published

●

on the applicable Zurno Platform, which apply to products and services offered through that platform.

"Excluded Offer" refers to any discount, rebate, promotional offer, or

●

other sales term that you:

(a) Have attempted to make available through a specific Zurno Platform, but which Zurno does not honor or support (only until such offer is supported on that platform); or

(b) Make available exclusively to third parties who either:

(i) Purchase products solely for resale and are not end users (i.e., wholesale purchasers); or

(ii) In the case of Canada, Mexico, or the United States, have actively opted into your or your affiliate’s membership-based loyalty or incentive programs.

"Expected Ship Date" refers to:

●

(a) The end of the shipping availability period or the shipping availability date, as specified by you in the relevant inventory/product data feed for Your Product; or

(b) If no shipping availability is specified, or if the product falls within a category requiring shipment within two (2) business days, then two (2) business days after the customer places the order.

"Purchase Price" is the total amount payable or paid for Your Product,

●

including taxes and shipping/handling charges as specified in the applicable Tax Policies.

"Remittance Calculation Date" refers to the date that is two (2)

●

business days prior to the scheduled date of remittance.

"Required Product Information" includes, for each of Your Products

●

on a specific Zurno Platform (unless explicitly exempt under applicable Program Policies):

(a) Product descriptions, availability, options, scheduling guidelines,

○

and cancellation policies

(b) SKU, UPC/EAN/JAN codes, and other identifying details as ○

○

required

○

Information

(d) Category classification as prescribed by Zurno

○

(e) Accurate product images complying with Zurno’s image

○

guidelines

(f) Purchase Price

○

(g) Shipping and handling charges

○

(h) Required legal disclaimers, warnings, labels, and warranties

○

(i) Vendor requirements, restocking fees, and other customer-facing

○

terms

(j) Brand and (k) model information

○

(l) Product dimensions and (m) weight

○

(n) Technical specifications

○

(o) Accessory identifiers related to Your Product

○

(p) Country or state of shipment origin

○

(q) Any other information reasonably requested by Zurno (e.g.,

○

product condition, safety certifications, invoices).

"Seller-Fulfilled Products" refers to any of Your Products that are not

●

fulfilled using the Zurno Fulfillment Service.

"Shipment Information" refers to the estimated or promised shipping

●

and delivery date for any of Your Products.

"Street Date" means the date specified by a manufacturer, distributor,

●

or licensor as the date before which certain product information should not be disclosed or the product should not be sold or delivered. "URL Marks" refers to any trademark, logo, name, phrase, or identifier

●

that includes or incorporates a top-level domain (e.g., .com, .edu, .ca, .jp) or variations thereof (e.g., dotcom, net).

"Your Transaction" is defined in the General Terms of this Agreement

●

but refers specifically to all transactions conducted through the Zurno Selling Service within these terms.

Zurno Fulfillment Service Terms

The Zurno Fulfillment Service ("ZFS") provides fulfillment and related services for Your Products. These ZFS Terms are part of the Agreement and apply exclusively to your participation in ZFS unless stated otherwise. BY REGISTERING FOR OR USING ZFS, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THESE ZFS TERMS.

You expressly agree that Zurno may engage its affiliates or third parties to perform one or more of the fulfillment and associated services described herein.

Fulfillment Services - Zurno

F-1 Your Products

Upon acceptance into Zurno Fulfillment Services (ZFS), you must register each product you intend to include in the program. We reserve the right to refuse registration of any product, including products designated as ZFS Excluded Products or those violating applicable Program Policies. You may withdraw any registered product from ZFS at any time.

F-2 Product and Shipping Information

You must provide accurate and complete information about your registered products in the format required by Zurno, in compliance with applicable Program Policies. This includes submitting Fulfillment Requests for any Multi-Channel Fulfillment Units not sold through Zurno platforms. Prompt updates are required to maintain the accuracy of this information.

F-3 Shipping to Zurno

F-3.1 Unless stated otherwise, ZFS is limited to products shipped to and from fulfillment centers within the applicable Elected Country, for delivery to customers within the same country. You are responsible for all shipping costs, customs, duties, taxes, and compliance with packaging standards. Improperly packaged or labeled units may be returned at your expense or repackaged/re labeled with administrative fees applied.

F-3.2 We may refuse shipments or unsuitable units.

F-3.3 Discounted shipping rates may be offered for certain carriers, with compliance required for carrier-specific procedures. Actual shipping costs may vary from estimates provided.

F-3.4 For international shipments, you must act as the importer/consignee and nominate a customs broker. Zurno may refuse shipments if listed on import documentation, with related costs charged to you.

F-4 Storage

Zurno will track inventory electronically without segregating your units from others. We may move units among facilities. In case of loss or damage, reimbursement will be provided per ZFS Guidelines, and Zurno retains the right to dispose of reimbursed units.

F-5 Fulfillment

We will fulfill orders within the Elected Country or internationally if enrolled in Export Fulfillment Services. Units may be shipped with products from other merchants.

F-6 Customer Returns

F-6.1 You are responsible for returns and refunds for Multi-Channel Fulfillment Units.

F-6.2 Zurno handles returns for Zurno Fulfillment Units within the Elected Country. Returned sellable units may be restocked.

F-6.3 & F-6.4 You must direct us on handling unsuitable returned units, failing

which Zurno may dispose of them.

F-7 Returns to You and Disposal

You may request returns or disposals at any time. If no action is taken within 30 days after notice, units may be deemed abandoned and disposed of by Zurno. F-8 Customer Service

Zurno handles customer service for Zurno Fulfillment Units, including returns, refunds, and replacements. For Multi-Channel Units, Zurno passes inquiries to you.

F-9 Compensation for Fulfillment Services

Fees apply as per the ZFS Fee Schedule, including storage, handling, and shipping fees. Zurno retains proceeds from disposed units.

F-10 Indemnity

You agree to indemnify Zurno against claims related to your products, shipments, and tax obligations.

F-11 Release

You release Zurno from claims related to foreign shipments, acknowledging potential unknown claims being waived.

F-12 Disclaimer

Zurno disclaims duties of a bailee or warehouseman, and you waive related legal rights.

F-13 Effect of Termination

Upon termination, Zurno will return or dispose of your units per Section F-7, with surviving obligations outlined.

F-14 Tax Matters

You are responsible for any tax obligations arising from storage or fulfillment services.

F-15 Additional Representations

You warrant legal ownership of products, compliance with laws, and lawful eligibility for international shipping.

Zurno Marketplace Web Service (MWS) Terms

The Zurno Marketplace Web Service ("MWS") is a service that allows your systems to integrate with specific features and functionalities available to sellers on the Zurno Platform.

These MWS Service Terms form an integral part of the broader Agreement. Unless expressly stated otherwise, these terms apply exclusively to your participation in Zurno MWS.

BY REGISTERING FOR OR USING THE ZURNO MARKETPLACE WEB SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE LEGALLY BOUND BY THE AGREEMENT, INCLUDING THESE MWS SERVICE TERMS.

MWS-1 Description of the Marketplace Web Service

We may make available to you MWS Materials that permit your systems to interface with certain features or functionalities available to sellers. MWS and MWS Materials are provided by us at no charge, subject to the General Terms of this Agreement and these MWS Service Terms.

All terms and conditions applicable to MWS and MWS Materials are solely between you and Zurno. MWS Materials that qualify as Public Software may be provided under a separate license. In such cases, notwithstanding any other provision of this Agreement, that license will govern your use of those MWS Materials. For clarity, except to the extent expressly prohibited by the license governing any MWS Materials that are Public Software, all non-license provisions of this Agreement will continue to apply.

MWS-2 License and Related Requirements

MWS-2.1 Generally

Subject to your completion of our online registration process for MWS and compliance with the terms of this Agreement, including all applicable Program Policies, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to:

(a) Access and use MWS, and install, copy, and use MWS Materials, solely in support of your use of the services covered by this Agreement in accordance with any applicable MWS Specifications; or

(b) Access and use MWS, and install, copy, use, and distribute MWS Materials, for the purpose of integrating or enhancing a Seller’s systems with features and functionalities permitted by us to be accessed through MWS, but solely in support of Sellers who:

(i) We approve as participating in good standing in the applicable services covered by this Agreement; and

(ii) Have specifically authorized you to provide support services for their Selling Account under an agreement between you and the applicable Seller.

MWS-2.2 Selling Account

You must maintain a Selling Account (which may be a Staging Account) in good standing at all times during the Term.

MWS-2.3 License Restrictions

You may use and access MWS and applicable MWS Materials only through MWS APIs documented and communicated by us to you. You may not, and may not authorize any other party to do any of the following with MWS or MWS Materials: (a) Reverse engineer, decompile, or disassemble them;

(b) Modify or create derivative works based upon them, in whole or in part; (c) Distribute copies of them;

(d) Remove any proprietary notices or labels on them;

(e) Use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that MWS or any MWS Materials be disclosed, licensed, distributed, or otherwise made available to anyone;

(f) Resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) Access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; or

(h) Engage in any activities we otherwise prohibit.

In addition, all licenses granted under these Marketplace Web Service Terms are conditional upon your continued compliance with this Agreement. These licenses will immediately and automatically terminate if you fail to comply with any term or condition of this Agreement.

MWS-2.4 Account Identifiers and Credentials

To access MWS APIs, you must use your Account Identifiers and Credentials in accordance with these Marketplace Web Service Terms. Your Account Identifiers and Credentials are for your personal use only, and you must maintain their secrecy and security.

You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You must immediately notify us if you believe an unauthorized third party may be using your Account Identifiers and Credentials, or if they are lost or stolen. Zurno is not responsible for unauthorized use of your Account Identifiers and Credentials.

MWS-2.6 MWS Applications

Prior to making your MWS Application available for commercial use, you must thoroughly test your MWS Application to ensure that it operates properly with MWS and MWS Materials. This includes, without limitation, ensuring compliance with all applicable MWS Specifications.

MWS-2.7 Information and System Access

To the extent you access or use MWS or MWS Materials for the purposes set forth in Section MWS-2.1 of this Agreement, you will not access or use any Selling Account unless and only for so long as the access and use is:

(a) Approved beforehand in writing by the Seller as part of a binding agreement between you and the Seller; and

(b) Required to deliver or operate an MWS Application to or on behalf of the Seller in accordance with that agreement.

You may not modify the account settings, content, or offers of any Selling Account or make any other changes except as authorized in writing by the Seller as part of a binding agreement. You will not access, use, reproduce, disseminate, or disclose any MWS Transaction Information or Personal Information for any purpose

other than the delivery or operation of an MWS Application on behalf of the Seller. Without limiting the foregoing, you will:

(i) Take appropriate technical and organizational measures to protect against unauthorized or unlawful processing or use of MWS Transaction Information or Personal Information, and against accidental loss, destruction, or damage; (ii) Maintain all MWS Transaction Information and Personal Information logically separate from all other information; and

(iii) Ensure that you are aware of, and maintain documentation of, the location of all copies of any MWS Transaction Information or Personal Information stored by or for you.

ZWS-3 Termination

ZWS-3.1 Termination of Access to ZWS and ZWS Materials

Subject to the terms and conditions of this Agreement, Zurno reserves the right to restrict, suspend, or terminate your access to ZWS and all related ZWS Materials at its sole discretion, with prior notice to you. This action may be taken at any time and for any reason, including, but not limited to, the following situations:

If your access to any other Zurno service has been suspended or

●

terminated;

If the access of any Seller you support for one or more Zurno Services is

●

suspended or terminated; or

If Zurno determines that:

●

Your use of ZWS or ZWS Materials (a) threatens the security of ZWS,

○

ZWS Materials, any Seller, or other Zurno customers; (b) could potentially damage Zurno’s systems, any Seller, or other Zurno customers; or (c) could expose Zurno or any third party to legal liability;

You are engaging in fraudulent or illegal activities through the use of

○

ZWS or ZWS Materials; or

Providing you with access to any part of ZWS or ZWS Materials would

○

violate applicable laws or regulations.

In the event of suspension or termination of your access to ZWS, you must immediately discontinue all use of ZWS and ZWS Materials. Additionally, if your access is terminated, you are required to promptly destroy all copies of ZWS Materials in your possession or control.

Zurno also reserves the right to deactivate your Account Identifiers and Credentials, rendering them non-functional within the Zurno Network for purposes related to ZWS and its Materials, upon suspension or termination of your access.

ZWS-4 Modifications to ZWS or ZWS Materials

Zurno may, from time to time, modify, phase out, or discontinue ZWS or any ZWS

Materials. This may include altering or removing specific features, functionalities, or components of ZWS or ZWS Materials at Zurno's discretion.

ZWS-5 Notices

If you need to provide notices under these ZWS Terms or have any inquiries related to this Agreement, ZWS, or ZWS Materials, you may reach us at the designated Contact Address provided by Zurno.

ZWS-6 Suggestions

Should you submit suggestions or recommendations to Zurno for enhancing ZWS or ZWS Materials (collectively referred to as "ZWS Suggestions"), Zurno will retain all rights, ownership, and interests in such suggestions. This applies even if the ZWS Suggestions are marked as confidential. Zurno has the unrestricted right to utilize these suggestions as it deems appropriate.

You hereby irrevocably assign all rights, titles, and interests in the ZWS Suggestions to Zurno and agree to assist in any efforts required to document, secure, and uphold Zurno's rights in these suggestions.

Furthermore, Zurno may periodically reach out to Sellers to conduct satisfaction surveys related to ZWS, ZWS Materials, and your associated services. You acknowledge and agree that Zurno may publicly share the results of these surveys without any limitations.

ZWS-7 Rights in ZWS, ZWS Materials, ZWS Specifications, and the Zurno Network

As between you and Zurno, all rights, titles, and interests in and to ZWS, ZWS Materials, ZWS Specifications, and the Zurno Network are owned by Zurno or its licensors. Except as expressly provided in Section ZWS-2 of this Agreement, you are granted no rights under this Agreement from Zurno or its licensors regarding ZWS, ZWS Materials, ZWS Specifications, or the Zurno Network, including any associated intellectual property rights.

ZWS-8 Indemnification

In addition to your obligations under the General Terms of this Agreement, you agree to defend, indemnify, and hold harmless Zurno, its Affiliates, its and their licensors, and each of their respective employees, officers, directors, and representatives from and against any Claims arising from or related to:

(a) Your use of ZWS or ZWS Materials, including any of Your Materials

●

you upload, transfer, or otherwise make available to or through ZWS; (b) Your Information or the combination of Your Information with other

●

applications, content, or processes, including claims alleging infringement or misappropriation of third-party rights or issues related to the use, development, design, production, advertising, or marketing of

Your Information; or

If Zurno or any of its Affiliates is required to respond to a third-party subpoena or other compulsory legal order or process related to your use of ZWS or ZWS Materials (including circumstances described in clause (a) above), you agree to reimburse Zurno for reasonable attorneys' fees, as well as the time and resources of its employees and contractors, billed at Zurno's then-current hourly rates. For Claims specified in clauses (a) through (c), you must either:

(i) Defend the Claim with counsel of your choice, subject to Zurno's prior

●

written consent; or

(ii) Settle the Claim as you deem appropriate, provided you obtain

●

Zurno's prior written consent before finalizing any settlement.

Zurno retains the right to assume control of the defense and settlement of any Claim at any time.

ZWS-9 Disclaimers

IN ADDITION TO THE DISCLAIMERS IN THE GENERAL TERMS OF THIS AGREEMENT, ZWS AND ZWS MATERIALS ARE PROVIDED "AS IS." ZURNO, ITS AFFILIATE COMPANIES, AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING ZWS OR ZWS MATERIALS. THIS INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES THAT ZWS OR ZWS MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY SOFTWARE, DATA, TEXT, AUDIO, VIDEO, IMAGES, OR OTHER CONTENT YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH ZWS, INCLUDING YOUR INFORMATION, WILL BE SECURE OR NOT SUBJECT TO LOSS OR DAMAGE.

EXCEPT WHERE PROHIBITED BY LAW, ZURNO AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

FURTHERMORE, NEITHER ZURNO NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:

(A) THE INABILITY TO USE ZWS OR ZWS MATERIALS, INCLUDING DUE TO TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR ACCESS;
(B) THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES;
(C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS MAD BY YOU RELATED TO THIS AGREEMENT OR YOUR USE OF ZWS OR ZWS MATERIALS; OR
(D) ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR
YOUR ACCESS TO ZWS OR ZWS MATERIALS.

ZURNO AND ITS AFFILIATES AND LICENSORS RESERVE THE RIGHT TO DISCONTINUE OR DEPRECATE ZWS AND ANY ZWS MATERIALS AND TO MODIFY THEIR NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION AT ANY TIME. YOU AGREE THAT ZURNO AND ITS AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY SUCH ACTIONS.

ZWS-10 Other Terms

ZWS-10.1 Non-Exclusive Rights

The rights granted to you under this Agreement are non-exclusive. Zurno retains the right to:

(a) Develop or have developed products, services, concepts, systems, or techniques that are similar to or compete with those you may create or use in connection with ZWS or ZWS Materials; and
(b) Hire, engage, or support third-party developers or systems integrators who may offer products, services, concepts, systems, or techniques similar to or in competition with yours.

Each party maintains the right to independently determine pricing for their respective products and services. You are solely responsible for all costs and expenses incurred by you or your employees related to fulfilling your obligations and exercising your rights under these ZWS Terms or any agreement with Sellers or third parties.

ZWS-10.2 Confidentiality

You agree to maintain the confidentiality of any Confidential Information provided by Zurno under these ZWS Terms. This obligation does not apply to information that:

(a) Becomes publicly available without violating this Agreement;
(b) Was already known to you at the time of disclosure, as evidenced by documentation, without breaching this or any other agreement with Zurno;
(c) Is obtained from a third party lawfully and without confidentiality obligations; or
(d) Is independently developed by you without reference to Zurno's Confidential Information.

ZWS-10.3 Import and Export Compliance

In using ZWS and ZWS Materials, you agree to comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific sanctions programs administered by the Office of Foreign Assets Control.

ZWS-10.4 No Third Party Beneficiaries

Unless expressly stated otherwise in these ZWS Terms, these Terms do not grant any third-party beneficiary rights to any individual or entity not party to this Agreement.

ZWS-11 Marketplace Web Service Definitions

"Account Identifiers and Credentials" refer to unique account IDs and secure key pairs (public/private) provided by Zurno or its affiliated entities, enabling authorized access to ZWS or ZWS Materials.
"Zurno Network" encompasses Zurno's and its affiliates' internal data center infrastructures, including servers, networking equipment, and hosting systems (e.g., virtual firewalls) managed within Zurno's control for delivering ZWS or ZWS Materials.
"API" stands for Application Programming Interface.
"Contact Address" means: zws-support@zurno.com, with a copy to P.O. Box 12345, Tech City, CA 94000, Attn: ZWS Support Team.
"ZWS Application" designates any software or website that interacts with ZWS or utilizes ZWS Materials.
"ZWS Materials" include software, data, documentation, multimedia content (audio, video, images), APIs, and other support materials related to ZWS, regardless of format.
"ZWS Specifications" describe technical guidelines, security protocols, and operational documentation provided by Zurno concerning ZWS or ZWS Materials.
"ZWS Transaction Information" covers data or content regarding any Selling Account, customer, or transaction processed for Zurno or its affiliates, including any related platform.
"Personal Information" refers to identifiable information about Sellers, customers, and third parties, such as names, contact details, survey data, and purchasing history.
"Public Software" represents any software or related materials derived from open-source models or distributed under licenses such as GPL, LGPL, Mozilla Public License, Apache License, BSD License, and similar agreements.
"Seller" identifies any individual or organization (including yourself, if applicable) engaged in services governed by this Agreement.
"Selling Account" refers to the secured account provided by Zurno to Sellers to manage participation in services under this Agreement.
"Staging Account" indicates a specialized Selling Account used by third-party service providers to integrate or enhance Seller systems with ZWS functionalities during development or testing phases.
"Your Information" encompasses all data, content, software, or materials you interface with ZWS or ZWS Materials, including uploads, integrations, and transmissions through ZWS.