YURPAL VENDOR AGREEMENT

Welcome to Yurpal! We at Yurpal are excited that You want to join Yurpal.com, a new paradigm for buying and selling building and construction materials. Please fully read this Yurpal Vendor Agreement (“Agreement”) as it contains the terms and conditions that will bind You and/or Your company for using and selling Your products on Yurpal.com.

As used in this Agreement,"Yurpal" means Yurpal, Inc., a Delaware corporation and any related affiliates, and "You" means you and/or the business for whom You are authorized to represent and any of Your affiliates.

1. PRODUCT INFORMATION & PRODUCTS

“Your Materials” means all trademarks, content, product information, data, materials, and other items or information provided or made available by You to Yurpal.

For each product that You offer through Yurpal.com, You agree to provide accurate and complete product information including SKU (stock keeping unit) numbers, will provide Your product information in the format Yurpal requires, and PROMPTLY UPDATE YOUR PRODUCT INFORMATION AS NECESSARY TO ENSURE AT ALL TIMES THAT YOUR PRODUCT INFORMATION REMAINS ACCURATE AND COMPLETE. Yurpal will take adequate and reasonable protections to safeguard the confidentiality of Your product information and shall only use Your product information for buyers interested in purchasing Your products. Yurpal will use Your product information in response to buyers’ queries.

You agree that Your Materials, Your product information, Your products (including packaging) and Your offer and subsequent sale of any of the same on Yurpal.com will comply with all applicable laws (including all minimum age, marking and labeling requirements) and will not contain any sexually explicit, defamatory, obscene materials or anything else objectionable to Yurpal in its sole discretion. You agree to not provide any product information for, or otherwise seek to offer any excluded products on Yurpal.com, where such excluded products are described in Yurpal’s Policies.

Yurpal may use mechanisms that rate or allow buyers to rate You, Your products and Your performance as a seller. You agree that Yurpal may make Your ratings and feedback from buyers who purchased Your products publicly available on Yurpal.com.

2. ORDER PROCESSING, PAYMENT PROCESSING.

Yurpal.com provides a platform for buyers to buy Your products. Buyers may place an order for one or more of Your products. For each order of a buyer wanting to purchase one or more of Your products, Yurpal will provide You with information about each order for Your products, including for example, what products, quantity and price of each product a buyer wants to purchase from You, and the expected shipping date, and the expected day and time of the delivery of Your products to a location designated by the buyer, or if buyer wants to pick-up the order, the day and time that buyer can pick up the order. YOU AGREE TO TAKE ANY AND ALL STEPS TO CONFIRM AND NOTIFY YURPAL WITHIN THE TIME DESIGNATED UNDER YURPAL’S POLICIES OR AS SHOWN ON THE ORDER THAT YOU ACCEPT THE ORDER INCLUDING ANY TERMS AND CONDITIONS AS SPECIFIED IN THE ORDER, AND ARE ABLE TO SUPPLY THE PRODUCTS IN EACH ORDER BY THE TIME AND PLACE REQUESTED BY THE BUYER. Yurpal shall not be obligated or responsible in any way to accept Your confirmation of Your order from You if the period of time for responding to an order has expired.

Upon confirmation of the order by You, You agree that a third party financial entity (chosen solely by Yurpal) shall have the sole and exclusive right to process the payment of the order on Yurpal’s and Your behalf. Upon confirmation of the payment of the order from the third party financial entity, You will receive a notice of the payment for the order. Yurpal or Yurpal’s third party financial entity shall send the payment for the order to the account designated by You in Your account information. You agree that Yurpal and the third party financial entity can deduct Yurpal’s transaction fee and any applicable payment processing fees from the payment total before the payment balance is sent or transferred to Your account.

You agree to pay Yurpal a transaction fee in the amount of 7.5% (seven and a half percent) which is based on a total gross price of each order for Your products sold through Yurpal.com. The Yurpal transaction fee is as stated in this Agreement, or as agreed to in a separate writing signed by both You and Yurpal. You agree that the third party financial entity can charge payment processing fees for processing payments for Your orders.

Yurpal at its sole discretion may establish a reserve on Your account based on our assessment of risks to Yurpal or third parties posed by Your actions or performance, and Yurpal at its sole discretion may modify the amount of the reserve from time to time.

You agree to:

(a) source, offer, sell and fulfill each order as processed by Yurpal on Your behalf, and be solely responsible for and bear all risk for those activities including shipping and delivery;

(b) package each of Your products in a commercially reasonable manner, comply with all applicable packaging and labeling requirements, and ship each of Your products on or before its expected shipping date;

(c) retrieve Your orders at least once each business day;

(d) cancel Your confirmed order only according to Yurpal Policies or as may be required under this Agreement;

(e) provide to Yurpal information regarding fulfillment and status of each order and tracking of the order in the delivery process (to the extent available), in each case as requested by Yurpal using the processes designated by Yurpal, and Yurpal can make any of this information publicly available to the relevant buyer;

(f) comply with all instructions from the buyer and Yurpal;

(g) ensure that You are the seller of each of Your products;

(h) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your products;

(i) identify Yourself as the seller of each of Your products on all packing slips or other information included or provided in connection with Your products and as the entity to which a buyer may return the applicable product; and

(j) except as expressly permitted by this Agreement, not send buyers emails or texts confirming orders or fulfillment of Your products.

3. CANCELLATIONS, RETURNS, REFUNDS.

You agree that Yurpal Refund Policies will apply to Your products. Without limiting Your obligations, Yurpal may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of buyers. You will route any payments to buyers in connection with Your orders as determined by Yurpal. If Yurpal makes any payments to buyers for Your orders, and You agree to reimburse Yurpal for all amounts Yurpal paid to the buyer for Your order.

4. PROBLEMS WITH YOUR PRODUCTS.

You agree to be solely responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the shipping and fulfillment of Your products. You agree also to be responsible for any nonconformity or defect in, or any public or private recall of any of Your products or other products provided in connection with Your products. You agree to notify Yurpal promptly as soon as You have knowledge of any public or private recalls of Your products or other products provided in connection with Your products.

5. PARITY WITH YOUR SALES CHANNELS.

You are free to determine which of Your products You wish to offer on Yurpal.com. You agree to maintain parity between the products You offer through Your sales channels and the products You list on any Yurpal.com by ensuring that the purchase price and every other term of offer or sale of Your product (including associated shipping and handling charges, shipment information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable cancellation, return and refund policies) is at least as favorable to buyers on Yurpal.com as the most favorable terms upon which a product is offered or sold via Your sales channels.

6. CONTROL OF YURPAL.COM.

You agree that Yurpal shall have the sole and exclusive right and discretion to determine the content, appearance, design, functionality, and all other aspects of Yurpal.com, including the look and feel of Yurpal, and how Your product information is displayed on Yurpal.com to potential buyers.

7. CREDIT CARD FRAUD.

Yurpal or its third party financial entity for payment processing 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 orders. You agree to bear all other risk of fraud or loss. Yurpal may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop, and/or cancel any of Your orders. You agree to stop or cancel any order for Your products if Yurpal ask You to do so. If You have already transferred Your products to a carrier or shipper when Yurpal asks You to stop or cancel an order, You agree to use commercially reasonable efforts to stop or cancel delivery of that order. If a buyer has been charged or paid for an order, You agree to refund the order that Yurpal stops or cancels.

8. YURPAL POLICIES.

You agree to review and follow all applicable Yurpal Policies. You agree that Yurpal may amend any of the terms and conditions contained in this Agreement and any of Yurpal Policies at any time and at Yurpal’s sole discretion. Any changes will be effective upon the posting of such changes on Yurpal.com, and You agree to be responsible for keeping abreast of all applicable changes or notices. All notice of changes to This Agreement and to Yurpal policies will be posted for at least 30 days. YOU AGREE THAT YOUR USE OF YURPAL.COM AFTER YURPAL'S POSTING OF ANY SUCH CHANGES TO THIS AGREEMENT OR TO YURPAL POLICIES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

9. TERM, TERMINATION.

The term of this Agreement will start on the date of Your completed registration for or use of Yurpal.com, whichever occurs first, and continue until terminated by Yurpal or You as provided in this Agreement (the "Term"). Yurpal may terminate or suspend this Agreement for any reason at any time by notice to You. You may terminate this Agreement for any reason at any time by the means then specified by Yurpal. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, 17, 18 and 19 will survive termination.

10. LICENSE.

You grant to Yurpal a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials in association with Yurpal.com; provided, however, that Yurpal 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 removal requests as to specific uses of Your trademarks; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without Your consent to the extent that such use is allowable without a license from You under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

11. REPRESENTATIONS.

You represent and warrant to Yurpal that: (a) Your company or business is duly organized, validly existing and in good standing under the laws of the country in which Your business is registered; (b) You have all requisite right, power, and authority to enter into this Agreement, perform Your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by You to Yurpal is at all times accurate and complete; and (d) You and all of Your subcontractors, agents, and suppliers will comply with all applicable laws in Your performance of Your obligations and exercise of Your rights under this Agreement.

12. INDEMNIFICATION.

You release Yurpal and agree to indemnify, defend, and hold harmless Yurpal, and its respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) Your actual or alleged breach of any obligations in this Agreement; (b) any of Your sales channels other than Yurpal.com, Your products (including their offer, sale, performance, and fulfillment), 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 personnel (including any act or omission of Your personnel or any claim brought or directed by Your personnel); or (d) Your taxes. If at any time Yurpal reasonably determine that any indemnified claim might adversely affect us, Yurpal may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without the prior written consent of Yurpal, which may not be unreasonably withheld.

13. DISCLAIMER & GENERAL RELEASE.

YURPAL.COM, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH YURPAL.COM, ARE PROVIDED "AS-IS." YOU AGREE TO USE YURPAL.COM AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YURPAL DISCLAIMS: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, YURPAL.COM OR THE ORDERS AND TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT; (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 YURPAL’S NEGLIGENCE. YURPAL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN AND/OR IMPLEMENTED IN YURPAL.COM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND YURPAL 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 ORDERS AND TRANSACTIONS.

IF A DISPUTE ARISES INVOLVING YOU AND YURPAL, YOU RELEASE YURPAL (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, 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.

14. LIMITATION OF LIABILITY.

YURPAL 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 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 YURPAL 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 THREE MONTH PERIOD PAID BY YOU TO YURPAL IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

15. TAX MATTERS.

"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by You on or through or in connection with Yurpal.com; (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.

You agree to be responsible for tracking, collecting, reporting, and payment of any and all of Your Taxes. All fees payable by You to Yurpal under this Agreement are exclusive of any applicable taxes, and You will be responsible for paying Yurpal any of Your Taxes imposed on such fees.

16. USE OF YURPAL TRANSACTION INFORMATION.

"Yurpal Transaction Information" means, collectively, orders, data or information acquired by You from Yurpal, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.

You agree to not, directly or indirectly:

(a) disclose any Yurpal Transaction Information, except that You may disclose that information solely as necessary for You to perform Your obligations under this Agreement if You ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to You related to that information;

(b) use any Yurpal Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with Yurpal Policies or Your privacy policies or applicable Law;

(c) contact a person, entity or otherwise that has ordered Your product via Yurpal.com with the intent to collect any amounts in connection therewith or to influence that person, entity or otherwise to make an alternative transaction;

(d) disparage publicly Yurpal, Yurpal Policies, Yurpal’s products or services or any buyer on Yurpal; or

(e) target communications of any kind on the basis of the intended recipient being a user of Yurpal.com.

In addition, You agree to only use tools and methods that Yurpal designate to communicate with user of Yurpal.com regarding Your transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of Your products. The terms of this Section 16 do not prevent You from using other information that You acquire without reference to Yurpal Transaction Information for any purpose, even if that information is identical to Yurpal Transaction Information, provided that You do not target communications on the basis of the intended recipient being a Yurpal user.

17. SUGGESTIONS, OTHER INFORMATION.

If You provide or make suggestions, comments, ideas, improvements, or other feedback or materials to Yurpal in connection with or related to Yurpal.com (including any related technology), You agree that Yurpal will, without compensation to You, be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and buyers, or to ensure the integrity and operation of Yurpal’s business and systems, You agree that Yurpal may access and disclose any information Yurpal consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content.

18. CONFIDENTIALITY.

During the course of Your use of Yurpal.com, You will receive information that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Yurpal's exclusive property; (b) You will use Confidential Information only as is reasonably necessary for Your participation and use of Yurpal.com; (c) You will not otherwise disclose Confidential Information to any other person or entity; and (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. You agree that You will not issue any press release or make any public statement related to the Yurpal.com, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between Yurpal in any way.

19. MISCELLANEOUS.

Yurpal 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.

You agree that You and Yurpal are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You agree that You will have no authority to make or accept any offers or representations on Yurpal’s behalf. This Agreement will not create an exclusive relationship between You and Yurpal. 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 Yurpal, You, and buyers. As between You and Yurpal, You agree that You will be solely responsible for all obligations associated with the use of any third party service or feature that You permit Yurpal to use on Your behalf, including compliance with any applicable terms of use. You agree that You will not make any statement, whether on Your site or otherwise, that would contradict anything in this section.

YURPAL AND YOU BOTH AGREE AND CONSENT THAT ANY DISPUTE WITH YURPAL OR A CLAIM RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR USE OF YURPAL.COM WILL BE RESOLVED BY BINDING ARBITRATION AS DESCRIBED IN THIS AGREEMENT, 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 ON AN INDIVIDUAL BASIS 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.

To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to Yurpal’s registered agent. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Yurpal will not seek attorneys' fees and costs from You in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location. YURPAL 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 YURPAL AND YOU EACH AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL.

You agree to You may not assign this Agreement, by operation of law or otherwise, without Yurpal’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

Yurpal will not act as either party's agent in connection with resolving any disputes between sellers and buyers related to or arising out of any order and transaction.

Yurpal will send all notices and other communications regarding this Agreement to You at the email addresses designated in Your Yurpal account information. Yurpal may also communicate with You electronically and in other media, and You consent to such communications regardless of any "E-mail Preferences" (or similar preferences or requests) You may have indicated on Yurpal.com. You agree to ensure that all of Your account information is up-todate and accurate at all times. You agree to send all notices and other communications relating to Yurpal by using the appropriate form on Yurpal.com.

You accept Yurpal Policies, which Yurpal may solely and exclusively modify from time to time. If any provision of this Agreement or a Yurpal Policy 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 Yurpal.com and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

© 2018 Yurpal, Inc. ALL RIGHTS RESERVED
YURPAL, the YURPAL Logo and "A New Paradigm in E-Commerce" are registered trademarks of Yurpal, Inc.