Evefreys Marketplace Sellers Agreement

EVEFREYS MARKETPLACE PROGRAM
RETAILER AGREEMENT
(Standard Terms and Conditions for Evefreys Marketplace Program) 

Welcome to the Evefreys.com Marketplace Program. 

This Marketplace Retailer Agreement (“Agreement”) consists of (1) these Standard Terms and Conditions for Evefreys Marketplace Program (“Terms and Conditions”) and (2) all Evefreys.com Marketplace Program polices and guidelines for Retailers, (together, the “Retailer Policies”), which are incorporated by reference. 

Any entity (“Retailer” or “you”) that wants to sell goods or services (“Products”) in the Evefreys.com Marketplace through the Evefreys.com site, use any order processing, fulfillment, shipping or other services related to the Evefreys.com Marketplace provided by or for Evefreys (“Evefreys.com Services”), or use any platform, portal, web service, application, interface, or other tool provided by or for Evefreys.com in connection with the Evefreys.com Marketplace (“Evefreys.com Tools”), must accept the terms of this Agreement without change. 

By clicking the “I AGREE” button located below or by offering any Products for sale on the Evefreys.com Marketplace, using any of the Evefreys.com Services, or using any of the Evefreys.com Tools, you agree to be bound by all terms and conditions of this Agreement (including the Retailer Policies), as this Agreement (or the Retailer Policies) may be updated from time to time in accordance with this Agreement. You further represent and warrant that you are registering with the Evefreys.com Marketplace on behalf of an entity and that you have the requisite right, power, and authority to enter into this Agreement on behalf of the entity you register with the Evefreys.com Marketplace. 

Evefreys.com may change these Terms and Conditions or the Retailer Policies at any time in its sole discretion. The changes will be effective upon posting of such updates on the “Partner Portal,” which is the primary web-based interface provided to you by Evefreys.com as part of the Marketplace Program. You are responsible for reviewing such postings and any applicable changes. Your continued participation in the Marketplace Program, including offering any Products for sale on the Evefreys.com Marketplace, using any of the Evefreys.com Services, or using any of the Evefreys.com Tools constitutes your acceptance of such changes. If you do not agree to any posted changes, do not continue to use the Evefreys.com Marketplace, the Evefreys.com Services, or the Evefreys.com Tools. 

1. Evefreys.com’s Role 

Evefreys.com, through the Evefreys.com Marketplace Program, provides the Evefreys.com Sites, Evefreys.com Tools, and Evefreys.com Services to enable you to sell your Products to third party buyers (“Customers”). You may only sell those Products you have the legal right to sell and must do so consistent with the terms and conditions of this Agreement. All transactions with Customers are between you and the Customer, and you will be the seller of record. Evefreys.com is not a party to any transactions between the Retailer and the customer although Evefreys.com will provide the Evefreys.com Services in connection with the transactions as expressly set forth in Section 6. You acknowledge and agree that Evefreys.com may contract with third party service providers to provide Evefreys.com Services, management software and other services for the Evefreys.com Marketplace Program. 

2. General Product Policy 

(a) Product Guidelines. The Terms and Conditions describe certain general obligations regarding Products you may and may not list on the Evefreys.com Marketplace. The Prohibited Products Policy provide more detail regarding Evefreys.com’s product requirements. You will not list, market, promote, offer for sale, or sell any Products through the Evefreys.com Sites in violation of this Agreement (including the Prohibited Products Policy). 

(b) Abiding by the Law. You will (and you represent and warrant that you will) comply with all applicable “Laws” (meaning all applicable laws, regulations, legal requirements, and generally accepted industry standards and self-regulatory principles), including Laws related to marketing, packaging, consumer and product safety, product testing, labeling, pricing and packaging, in connection with this Agreement; your use of the Evefreys.com Marketplace, the Evefreys.com Services, and the Evefreys.com Tools, and your marketing, promotion, offering for sale, or selling any Products through Evefreys.com. Upon Evefreys.com’s request, you will promptly provide Evefreys.com with (i) certificates of authenticity (or similar documentation) for Products, (ii) documentation (e.g. email verifications from the brand owner or supplier) showing that you have a legal right to sell the Products through the Evefreys.com Sites, (iii) documentation (e.g. email verifications from applicable rights holders) showing that you are licensed or otherwise have a right to use any Retailer Product Content (as defined below), and (iv) written certification from an officer of Retailer stating that you have complied with any of your obligations under this Agreement, including, for example and without limitation, compliance with SLAs, consumer product safety laws, and authenticity of Products. 

(c) Legal Right to Sell. You may sell a Product on Evefreys.com through the Marketplace Program if you are an authorized reseller of that Product or purchased or otherwise legally acquired that Product from an authorized reseller of that Product, or otherwise have a legal right to sell that Product.

(d) Product Authenticity. You may only sell Products through the Marketplace Program that are new and authentic. You will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. You may not (and you represent and warrant that you will not) list any Product or Retailer Product Content (as defined below) on the Evefreys.com Sites or through the Marketplace Program that is counterfeit, illegal, stolen, or fraudulent, or infringes any third-party “Intellectual Property Rights” (meaning any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property right), or that you otherwise do not have the right to sell. All information you provide about the Product will be accurate, current, and complete and not misleading, deceptive, or fraudulent in any way. 

(f) Prohibited Listings. Evefreys.com, in its sole discretion, may prohibit you or ask you to refrain from listing any Products or providing any Retailer Product Content. In addition, Evefreys.com may remove your listings in its sole discretion in response to notices of alleged copyright infringement, trademark misappropriation, or other intellectual property claims. If Evefreys.com requests that you remove Products or Retailer Product Content from the Evefreys.com Sites, you will make commercially reasonable efforts to remove the Products or Retailer Product Content within 24 hours of such request so that the Products and related Retailer Product Content no longer appear on the Evefreys.com Sites. You will not list or include such removed Products or Retailer Product Content on the Evefreys.com Sites at any time unless their inclusion is specifically authorized by Evefreys.com in writing. Please see the prohibited product listings below

3. Retailer Product Content and Retailer Trademarks 

You may provide certain product information and any related media, materials, links, images, and other content (together, the “Retailer Product Content”) in connection with this Agreement. You represent and warrant that all Retailer Product Content you provide is truthful and accurate and is in compliance with all Retailer Policies and that you will not use Retailer Product Content to redirect end users of the Evefreys.com Sites to any other sales channels. You hereby grant Evefreys.com and its affiliates, and its service providers and marketing partners, a non-exclusive, royalty-free, perpetual, sublicensable, irrevocable right and license (a) to publish, reproduce, display, distribute, transmit and otherwise use Retailer’s name, trademarks, service marks, and logos (“Retailer Marks”), and (b) to publish and perform, reproduce, distribute, transmit, display, modify, create derivative works of, and otherwise use and commercially exploit all Retailer Product Content, in each case in connection with the Evefreys.com Marketplace Program (including without limitation advertising, marketing and promoting the Products, other products, or the Marketplace Program through the Evefreys.com Sites, third party websites, e-mail, social media or any other medium). Evefreys.com and its affiliates may permit Customers, other users of the Evefreys.com Sites, and other third parties to share and post Retailer Product Content on their websites, applications, and social media outlets. 

4. Required Product Information 

(a) Retailer Product Content. In order to list a product for sale on the Evefreys.com Sites, you must provide all requested Retailer Product Content. A list of the data elements required for each Product can be found here. If the Product fits into a category that is subject to specific product guidelines, you may be required to provide additional Retailer Product Content for those types of products. Please scroll down to see Requirement Product Information

(b) Inventory Feed. You will (i) use commercially reasonable efforts to provide Evefreys.com at least every hour with an error-free updated inventory feed for those Products where inventory levels have changed since the last inventory feed provided for such Product, and (ii) provide Evefreys.com with a daily inventory feed for all Products. 

(c) No Unlicensed Content. If you do not have but need a license from the brand owner or supplier to use certain content related to a Product, do not provide that content to Evefreys.com. 

5. Referral Fees and Payment: Please see Evefreys Referral Fee or Commission Schedule below

(a) Product Price and Tax Payment: The price must be mentioned by the Seller in the product details in FCFA and with all taxes and costs included, in particular VAT, except delivery costs, which are added to the price of the order when it is validated by the Buyer. Shipping costs, customs duties and possible import or export costs, VAT and other applicable taxes or duties related to the sale of Products on the Marketplace platform are the responsibility of the Buyer, their payment is the sole responsibility of the Seller.

Payment for purchases made through the Service is made exclusively by Buyers by all means of payment made available on the Evefreys.com which collects the corresponding amount paid by the Buyer, in the name and on behalf of the Seller. 

(a) Referral Fees. Evefreys.com will earn a referral fee equal to a percentage of the gross sales proceeds from the sale of Products (i) including all shipping and handling, gift wrap, and other charges, and (ii) excluding only those taxes separately stated and charged (the “Referral Fee Percentage”) from each Product sale through the Evefreys.com Site (the “Referral Fee”) as further set forth in the Referral Fee Schedule. Evefreys.com will remit to you the total amount it collects from the sale of Retailer’s Products, less the Referral Fee, for Products shipped in each 14-day period within 7 days of the end of such 14-day period. 

(b) Payment. At Evefreys.com’s option, all payments to you will be remitted through Mobile money. If Evefreys.com concludes that your actions and/or performance in connection with this Agreement may result in customer disputes, chargebacks or other claims, then Evefreys.com may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (i) a period of 90 days following the initial date of suspension; or (ii) completion of any investigation(s) regarding your actions and/or performance in connection with this Agreement. As a security measure, Evefreys.com may, but is not required to, impose transaction limits on you or some or all customers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. 

6. Purchase/Order Processing, Fulfillment, and Shipping 

(a) Order Process. All transactions with Customers are between you and the Customer, and you will be the seller of record. Customers will place orders (the “Orders”) using the Evefreys.com checkout system and Evefreys.com will collect all proceeds from such transactions on your behalf. You hereby authorize Evefreys.com as your authorized agent to accept payment from Customers for remittance to you for the Products, and as such when a Customer pays Evefreys.com, it shall be construed as if the Customer will be paying you. The Customer shall never be at risk of loss of funds upon payment to Evefreys.com on your behalf. Evefreys.com will electronically transmit to you the Order information that Evefreys.com determines is necessary to fulfill each Order (the “Transaction Information”). This information will be available in your Seller’s account. Evefreys.com will send an automated email message to each Customer confirming receipt of an Order. 

(b) Order Fulfillment. Once Evefreys.com has transmitted an Order to you, you will, at your own expense, be solely responsible for, and bear all liability for, the fulfillment of the Order, including without limitation, packaging and shipping Products and customer service. If you cannot fulfill the entire quantity of a purchase order (“PO”) line in an Order, then you will cancel that PO line, fulfill all other lines in the Order and promptly notify Evefreys.com of such cancellation. If the Order consists of one PO line that you cannot fulfill the entire quantity for, then you will cancel the entire Order and promptly notify Evefreys.com. If you initiate the cancellation of any Order or PO line in any Order, you will promptly provide Customers with email notification of such cancellation in accordance with applicable Law (including, without limitation, the Federal Trade Commission (“FTC”) “Mail or Telephone Order Merchandise Rule”). You will include information requested by Evefreys.com, including the Order number, in the cancellation email sent to Customers. 

(c) Shipping Options. You are responsible for properly specifying shipping options for all Products through the Evefreys.com Tool as requested by Evefreys.com. You will provide Evefreys.com with the shipping, handling and any other charges for each Product required by the Evefreys.com Tool, separate from the purchase price. You will not enable shipping in the Evefreys.com Tool for any Product in any region where the sale of such product violates any Retailer Policy or applicable Law. 

(d) Shipping Process. You will be responsible for shipping all Products purchased by Customers in accordance within the time frame advertised or the processing time specified for such Products through the Evefreys.com Tool (whichever time frame is shorter) or, if no time frame is advertised or specified, within 30 days (the “On-Time Ship Standard”). You will be responsible for all shipping charges and for any costs or charges related to shipping-related problems, including without limitation, damaged or lost Products, late shipments or mis delivery. If you cannot meet the On-Time Ship Standard for any Product, you will provide the customer with email notification of such delay and include information requested by Evefreys.com in that notification. You will be solely liable for all costs related to any duplicate or inaccurate shipments based upon your retransmission of Order files through any Evefreys.com Tool. You may only send a shipment confirmation notice to customers following shipment of an Order. Packaging for Products should not contain any Retailer marketing materials that are not included as standard marketing materials with all of your Product shipments, and emails sent by you to Customers in connection with an Order will not contain any marketing materials or links to any Retailer or third party website, except for links to shipping websites that permit the Customer to track shipment of their Order. 

(e) Shipping Status Reports. During the Term, Evefreys.com will provide you with reports on the status of Orders placed pursuant to this Agreement. The reports will be issued according to a schedule identified by Evefreys.com to you from time to time. You will review each report upon receipt and provide Evefreys.com with written notice of any discrepancies (a “Discrepancy Notice”) between the report and your fulfillment of any Orders within a commercially reasonable time period after the date of the report, but no more than 3 business days after the date of the report. You are solely responsible for monitoring and responding to reports provided by Evefreys.com pursuant to this Agreement. If Evefreys.com does not receive either (i) a Discrepancy Notice or (ii) a shipment confirmation notice from you within 30 days of placement of the Order, the Order may be automatically cancelled by Evefreys.com and you will be solely liable and responsible for all Product costs and shipping costs associated with such cancelled Order and you forfeit any claims for any payments of Referral Fee otherwise payable under this Agreement related to such cancelled Orders. 

(f) Risk of Fraud or Loss. Please note that, though Evefreys.com will bear the risk of credit card fraud occurring in connection with an Order, you will bear all other risk of fraud or loss and all costs related thereto. For all credit card chargebacks for which you bear the risk, Evefreys.com will offset such chargeback amounts against amounts otherwise owed you or send you an invoice and you will pay such invoice within 30 days of receipt. However, notwithstanding the foregoing, Evefreys.com will not bear the risk of credit card fraud in connection with any Product that is not shipped by you to the shipping address specified in the Transaction Information provided by Evefreys.com, and you will be responsible for all costs related to such credit card fraud under these circumstances. 

7. Cancellations, Returns, Refunds, and Recalls 

(a) Cancellations and Returns. You are responsible for processing all Customer cancellations, returns, refunds and/or customer service price adjustments. You will stop and/or cancel any Order if requested by Evefreys.com; provided that if you have transferred Products to a shipper, you will use commercially reasonable efforts to stop and or cancel delivery by the shipper. Your return and refund policies for Products sold through the Evefreys.com Sites will be no less favorable to Customers than your most favorable policies offered on your website (“Retailer Site”) for such Products. You will notify Evefreys.com of any material changes to your customer return, refund or price adjustment policies at least 5 days prior to your implementation of such changes. 

(b) Refunds. You will be responsible for all non-cash refunds (e.g., store credit, gift cards and exchanges). If you determine a Customer is due a cash refund (e.g., via a refund to the Customer’s Mobile Money or, debit card or other form of original payment) you will notify Evefreys.com through the Partner Portal and include other related information requested by Evefreys.com. For cash refunds Evefreys.com will provide the refund to the Customer via the Customer’s original payment method (e.g., Mobile Money) if possible and Evefreys.com will refund to you the amount of the Referral Fee attributable to the amount of the Customer refund (excluding any refunded taxes), less the lesser of: (i) five dollars ($5.00); or (ii) 20% of such Referral Fee; provided that Evefreys.com will have no liability for refunds offered by you in excess of the purchase price. If you provide Customer directly with a cash or non-cash refund, Evefreys.com will retain the full amount of the Referral Fee attributable to such Customer refund. If Evefreys.com makes a cash refund to a Customer for a Product returned to you, Evefreys.com, in its sole discretion, will obtain a refund of the payment received by you for such returned Products either (i) via offset of any amounts payable by Evefreys.com to you or (ii) by billing you for such amounts. 

(c) Recalls. Evefreys.com will have no responsibility or liability for any recalls of Products sold through the Evefreys.com Sites. You are solely responsible for any non-conformity or defect in, or any public or private recall of Retailer’s Products. You will promptly remove any recalled Products from the Evefreys.com Sites by unpublishing or retiring the Product through the Evefreys.com Tool. You will notify Evefreys.com by e-mail at ordermanagement@Evefreys.com of all Product recalls within 24 hours of becoming aware of the recall and will promptly provide Evefreys.com with all information reasonably requested regarding the recall. 

8. Parity Pricing, Special Offers and Promotions 

(a) Parity. You will maintain parity between the Products you offer through any other online sales channel and the Products offered on the Evefreys.com Sites by ensuring that at all times: (a) except for in connection with Excluded Offers, the purchase price and every other term of offer and/or sale of the Products (including associated shipping and handling charges and options, 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 return and refund policies) is at least as favorable to Evefreys.com users as the most favorable terms upon which a product is offered and/or sold via any other online sales channel; (b) customer service for the Products is at least as responsive and available and offers at least the same level of support as the most favorable customer service offered in connection with the Retailer Site; and (c) the Retailer Product Content provided by you to Evefreys.com for the Evefreys.com Sites (i) is of least the same level of quality as the highest quality information displayed or used on the Retailer Site or any other online sales channel for Retailer’s Products and (ii) provides users of the Evefreys.com Sites with at least as much product information, images and other content as the information provided on the Retailer Site or any other online sales channel for Retailer’s Products. If you become aware of any non-compliance with (a) above, you will promptly notify Evefreys.com and compensate adversely affected Customers by making appropriate refunds to such Customers in accordance with the procedures set forth in Section 7 for providing customers with cash refunds. 

(b) Special Offers and Promotions. You will notify Evefreys.com by email at marketplace_promotions@Evefreys.com (or through any Evefreys.com Tool specified by Evefreys.com) of all special offers and promotions (i.e., where you discount an item or items by a certain amount for a certain period of time) offered on the Retailer Site. You will make special offers and promotions available to Evefreys.com Customers in connection with the Marketplace Program and will use commercially reasonable efforts to allow Evefreys.com to support any such special offer or promotion through the Evefreys.com Tool. If you make any public promotions generally available to all users of the Retailer Site (“Public Promotions”) and Evefreys.com cannot support such Public Promotion, then you will provide an equivalent offer or promotion to Evefreys.com Customers to the extent possible. You will work in good faith with Evefreys.com to maximize the number of Retailer offers and promotions (including equivalent offers and promotions) made available to Evefreys.com Customers. Evefreys.com may choose, in its sole discretion, not to permit certain special offers or promotions offered by you on the Evefreys.com Sites (e.g., where Evefreys.com cannot support the special offer or promotion) and may request that you filter out any such special offers or promotions. Notwithstanding the foregoing, you will not be required to make available to Evefreys.com Customers (i) private promotions offered only to all or a subset of your existing customers by e-mail or regular mail; (ii) Public Promotions that Evefreys.com has indicated in writing that it cannot support and an equivalent offer or promotion cannot be provided; (iii) non-product specific offers such as “low price” guarantees, global and/or category specific coupons that the customer must take action to redeem; (iv) offers which are either not advertised as redeemed at or otherwise not redeemable at the point of sale, such as without limitation mail-in rebates and manufacturer incentives; or (v) incentives provided in connection with any loyalty program (collectively, “Excluded Offers”); provided that, if Evefreys.com is able to support any Excluded Offer at any time during the Term and desires to do so, it will notify you and after receipt of such notification and you will make such special offer or promotion available to Evefreys.com in connection with the Marketplace Program. 

9. Customer Service 

(a) Obligations. You will be responsible for all customer service, except for issues related to payment. In performing such customer service, you will always represent yourself as a separate entity from Evefreys.com. You will not disparage Evefreys.com or its affiliates or its or their Products or services when performing customer service obligations or any other obligation under this Agreement. If you monitor or record customer service calls, you must give notice of such monitoring or recording to all Customers during each such call prior to providing any customer service. 

(b) Adjustments. Evefreys.com reserves the right to provide a customer service adjustment (not to exceed the total amount paid by such Customer in connection with the Products, including without limitation, taxes and gift wrapping and shipping fees) to a Customer that Evefreys.com reasonably determines has not been dealt with correctly by your customer service in accordance with the Customer Service Escalation Guidelines, and offset such amounts against amounts otherwise owed you or by billing you for such amounts. 

10. Reporting and Audit Rights 

(a) Reporting. You will, within a reasonable period of time (not to exceed 30 days) following request from Evefreys.com, provide Evefreys.com with any reports, information or other documentation relating to your compliance with this Agreement and applicable Law reasonably requested by Evefreys.com. In the event Evefreys.com requests that you provide Evefreys.com with copies of reports that you were required to file with the CPSC or any other regulatory agency, you will provide such reports within 7 days of Evefreys.com's written request. 

(b) Audit Rights. You will keep accurate and complete books, records and accounts related to Marketplace Program transactions and this Agreement, and will allow Evefreys.com, or its duly authorized representative, the right, upon not less than 5 business days prior written notice, during the Term of this Agreement and for 2 years after its termination or expiration, to conduct, during regular business hours, full and independent audits and investigations of all information, books, records and accounts reasonably required by Evefreys.com to confirm your compliance with the terms of this Agreement and applicable Law. 

11. Ownership and Use Rights 

(a) Ownership of Evefreys.com Marketplace. Evefreys.com, its affiliates, and their service providers and licensors retain all right, title and interest (including all Intellectual Property Rights) in and to (i) the Evefreys.com Marketplace, the Evefreys.com Sites, the Evefreys.com Tools, and the Evefreys.com Services, (ii) all data received from you in connection with the foregoing, and (iii) any of their confidential or proprietary information. Except for a limited right for you to access the Evefreys.com Websites and Evefreys.com Tools made available to you in accordance with and subject to all the terms and conditions of this Agreement, Evefreys.com, its affiliates, and their service providers and licensors, as applicable, retain all rights in the foregoing and grant no other rights or licenses (whether by implication, estoppel, or otherwise) under any of their Intellectual Property Rights under or in connection with this Agreement. 

(b) Ownership of Transaction Information. Evefreys.com owns (and you hereby assign to Evefreys.com) all Transaction Information and all other information relating to Orders or Products, including but not limited to information that is entered into a Evefreys.com Tool, information that is created as a result of a transaction, and ratings and reviews provided by Customers. All such information is subject to the Evefreys.com Privacy Policy and any additional privacy guidelines posted by Evefreys.com on the Partner Portal. 

(c) Use of Transaction Information. You may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of the Agreement, the Evefreys.com Privacy Policy and any other applicable Privacy Policies (including the Retailer Site Privacy Policy), and applicable Law. You will not (i) disclose or convey any Transaction Information to any third party (except as necessary for you to perform your obligations under the Agreement); (ii) use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Customer to make an alternative or additional purchase; (iv) target communications of any kind on the basis of the intended recipient being a Evefreys.com user; or (v) use any information about Evefreys.com Customers gained through the Marketplace Program to directly solicit such Evefreys.com Customers through any other sales channels. The foregoing does not prevent you from using information you gathered independent of the Marketplace Program, provided that you do not target communications on the basis of the intended recipient being a Evefreys.com user. 

(d) Ratings and Reviews. Evefreys.com may use mechanisms that rate or review, or allow shoppers to rate or review, your Products and your performance as a seller and Evefreys.com may make these ratings publicly available. Evefreys.com will have no liability to you for the content or accuracy of any ratings or reviews. You will have no ownership interest in or license to use any rating or reviews posted on the Evefreys.com Sites. 

(e) Suggestions and Feedback. If you provide or make available suggestions, comments, ideas, improvements or other feedback or materials to Evefreys.com or its affiliates in connection with the Evefreys.com Marketplace, the Evefreys.com Sites, or other subject matter of this Agreement, Evefreys.com will be free to disclose, reproduce, modify, license, transfer and otherwise distribute, and use and exploit any of the foregoing feedback or materials in any manner. 

12. Termination or Suspension; Survival

Evefreys.com may terminate this Agreement with you at any time in its sole discretion without notice to you on the Partner Portal or otherwise. Evefreys may also immediately terminate or suspend your participation in the Evefreys.com Marketplace, your access to Evefreys.com Services or the Evefreys.com Tools, or remove your listings at any time in its sole discretion if you violate the terms of this Agreement. Sections 3, 6, 7, 9, 10, 11, 12, 13, 14, 15 and 16 shall survive the expiration or termination of this Agreement for any reason. 

13. General Release and Indemnification

(a) General Release. Evefreys.com and its affiliates are not parties to any transactions through the Marketplace Program between you and any Customers or the manufacturers or distributors of the Products. You hereby release (and agree to release) Evefreys.com and its affiliates (and their respective employees, shareholders, directors, agents and representatives) from any all claims, costs, losses, damages (including any indirect, special incidental, or consequential damages), judgments, fines, penalties, interest, costs, and expenses (including reasonable attorneys' fees and costs of any investigation, defense, and settlement) arising out of any Claims involving you and any third party or governmental entity or agency. 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. 

(b) Indemnity. You will defend (at Evefreys.com’s option), indemnify and hold Evefreys.com and its affiliates (and their respective employees, shareholders, directors, agents and representatives) harmless from and against any and all claims, costs, losses, damages (including any indirect, special incidental, or consequential damages), judgments, fines, penalties, penalties, interest, costs, and expenses (including reasonable attorneys' fees and costs of any investigation, defense, and settlement) arising out of any Claims that arise out of or relate to: (i) any breach (or alleged acts or omissions that if true would be a breach) of any of your representations, warranties, or obligations set forth in this Agreement; or (ii) the Retailer Site or other sales channels, the Products, any Retailer Product Content, the advertisement, offer, sale or return of any Products, any actual or alleged infringement of any Intellectual Property Rights by you, the Products, or any Retailer Product Content, or any taxes owed by you, or the collection, payment or failure to collect or pay such taxes. You will provide all cooperation, documentation, and information reasonably requested by Evefreys.com in connection with any Claim. Evefreys.com will have the right to control all defense and settlement of Claims. 

(c) Claims. “Claim” means any action, allegation, claim, demand, lawsuit, legal proceeding, administrative or other proceedings or litigation, inquiry, audit, or investigation. 

14. Limitation of Liability 

(a) No Consequential Damages. IN NO EVENT SHALL EVEFREYS.COM OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF DATA, (B) EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE, OR (C) FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EVEFREYS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

(b) Monetary Cap. IN NO EVENT SHALL EVEFREYS.COM’S OR ITS AFFILIATES’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, COSTS, LOSSES, DAMAGES (INCLUDING ANY INDIRECT, SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES), JUDGMENTS, FINES, PENALTIES, PENALTIES, INTEREST, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS OF ANY INVESTIGATION, DEFENSE, AND SETTLEMENT) FOR ANY REASON WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL REFERRAL FEES PAID BY YOU TO EVEFREYS.COM PURSUANT TO THIS AGREEMENT. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. 

(c) Survival of Limitations. THE LIMITATIONS SPECIFIED IN THIS SECTION 14 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

15. No Warranties. 

THE MARKETPLACE PROGRAM, THE EVEFREYS.COM SITES, THE EVEFREYS.COM SERVICES, AND THE EVEFREYS.COM TOOLS ARE PROVIDED ON AN "AS IS" BASIS. NEITHER EVEFREYS.COM NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) THAT THE MARKETPLACE PROGRAM, THE EVEFREYS.COM SITES, THE EVEFREYS.COM SERVICES, OR THE EVEFREYS.COM TOOLS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EVEFREYS.COM AND ITS AFFILIATES DISCLAIM ANY AND ALL SUCH WARRANTIES 

16. Miscellaneous 

(a) Integrated Agreement. This Agreement (and all linked Retailer Policies, Required Product Content, Customer Service Escalations, System Service Level, Order and Customer Service Level, Prohibited Products, Retailer Marketplace Privacy Policy Guidelines, Tax Policies, and Information Security Addendum), which are incorporated by reference into this Agreement) constitutes the complete integrated agreement between the Parties concerning the subject matter of this Agreement. All prior and contemporaneous agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded in their entirety by this Agreement. To the extent you are already a party to an agreement with Evefreys.com regarding your participation as a retailer in the Evefreys.com Marketplace Program, the terms and conditions of that agreement are hereby terminated and replaced in their entirety with the terms and conditions of this Agreement but you will continue to comply with all your surviving obligations under that agreement. 

(b) Responsibility for Affiliates and Agents. You will be responsible for any actions taken by your affiliates, agents, or other third parties on your behalf in connection with this Agreement. 

(c) Independent Contractors. You and Evefreys.com are acting hereunder as independent contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. 

(d) Governing Law. This Agreement is governed by and will be construed in accordance with the laws of the laws of Cameroon. 

(e) Assignment. You may not assign this Agreement or any of your rights or obligations hereunder without Evefreys.com’s prior written consent. 

(f) Ongoing Warranties. Except as otherwise expressly provided herein, the representations and warranties made in this Agreement are continuous in nature and will be deemed to have been given by Retailer at the execution of this Agreement and each stage of performance of this Agreement. 

(g) Publicity. You will not use the name, logo, trademarks or trade names of Evefreys.com or any of their affiliates or otherwise, directly or indirectly, refer to Evefreys.com of any of its affiliates in any publicity release, promotional material, customer or partner list, advertising, marketing or business-generating effort, whether written or oral, without the prior written consent of Evefreys.com. 

(h) Confidentiality. You may have entered a separate confidentiality agreement with Evefreys. This Agreement does not limit your obligations under that agreement. In addition, you will treat as confidential, and may not disclose to any third party, any information or communication from, on behalf of, or with Evefreys.com regarding your compliance with this Agreement. 

(i) Severability. In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions. 

(j) Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. 

REQUIRED PRODUCT CONTENT 

The table below outlines the core required data elements that Retailer shall include for each Product through the Partner Tool, which Evefreys.com may update from time to time by providing Retailer with notice pursuant to the Standard Terms and Conditions or posting the updates on the Partner Tool. The core data elements are applicable to all types of items. However, some data elements may be conditionally required as set forth below. Retailer shall also provide additional data elements required for items in specific categories upon Evefreys.com’s written request. Base variant items and associated item relationships will conditionally require additional data elements as set forth in the Partner Tool. 

Retailer shall also provide Evefreys.com with all warnings or disclaimers required to be posted with respect to the Products and Retailer will notify Evefreys.com in writing of all such requirements for its Products regardless of whether Retailer is then capable of entering such information through the Partner Tool. Any information provided by Evefreys.com to Retailer, including without limitation, in this Agreement or through any Partner Tool, regarding product safety Laws and compliance with requirements thereunder is provided for informational purposes only and Evefreys.com makes no representation that such information is accurate or complete and Evefreys.com is under no requirement to provide or update such information. 

REFERRAL FEE PERCENTAGES 

Evefreys.com shall determine the applicable Referral Fee Percentage for each Product based on such Product's categorization. 

CUSTOMER SERVICE ESCALATIONS 

HOW CAN A CUSTOMER SUBMIT AN ESCALATION REQUEST TO EVEFREYS.COM? 

Customers can submit a customer service escalation request for a Marketplace transaction (“CS Escalation Request”) via the email to customerservice@evefreys.com

WHEN CAN A CUSTOMER SUBMIT A CS ESCALATION REQUEST TO EVEFREYS.COM? 

Evefreys.com expects customers to work directly with Retailer for any issues that may arise prior to or after delivery of any Products. However, in situations where a customer feels he or she has not been adequately assisted by Retailer, the customer can submit a CS Escalation Request to Evefreys.com’s Customer Service Department. 

1. A customer can submit a CS Escalation Request during the 60-day period commencing seven (7) days following the maximum Estimated Delivery Date set forth in the customer’s Order confirmation email for the Product(s) at issue. 

2. A customer may not submit more than five (5) lifetime CS Escalation Requests for Products purchased through Evefreys.com’s Marketplace Program. 

WHAT PURCHASES ARE COVERED UNDER THE EVEFREYS MARKETPLACE CUSTOMER SERVICE POLICY? 

The Evefreys Marketplace Customer Service Policy covers Products purchased from the Evefreys.com Site that meet the following criteria: 

• Customer did not receive one or more Products from an Order; 

• Product(s) received by Customer are materially different from what was shown on the Evefreys.com Site, including without limitation, for the reasons set forth below. Please note that this escalation criteria do not extend to cases where a Customer is simply disappointed with a Product. Evefreys.com will determine whether a 

-       Damaged Product

-       Defective Product

-       Wrong version / edition 

-       Product condition/details not as described during purchase Wrong Product delivered
Missing parts / components 

-       Product was returned per Retailer’s return instructions, but no refund or replacement was received by Customer. 

HOW WILL EVEFREYS.COM PROCESS A CS ESCALATION REQUEST? 

Evefreys.com will process a CS Escalation Request only if the Customer has had at least one prior contact with Retailer regarding Customer’s issues with the Product prior to escalating to Evefreys.com. Further, this contact should have occurred within Retailer’s refund / return window. Evefreys.com will rely solely on the Customer’s representation that he or she has had at least one prior contact with Retailer during Retailer’s refund / return window to determine if it will process the CS Escalation Request. If these conditions are not met, Evefreys.com will direct the Customer to contact Retailer for resolution and any open CS Escalation Request will be closed without any further action from Evefreys.com. The customer service escalation process is set forth in more details as follows: 

1. Once a CS Escalation Request is submitted to Evefreys.com by the Customer via the online form, all relevant details will be sent to Retailer via email and/or via post on the Partner Tool. 

2. Retailer will have seven (7) days to respond to the CS Escalation Request. 

3. If Retailer responds to the CS Escalation Request within the allotted seven (7) day period, then a select 

group of Evefreys.com customer service agents will evaluate the action taken for completeness and close the CS Escalation Request. Evefreys.com prefers that Retailer assist the Customer directly and Evefreys.com will close the CS Escalation Request once Retailer has resolved the issue and no further action will be taken by Evefreys.com. 

4. If Retailer fails to respond to the CS Escalation Request within the allotted seven (7) day period, then Evefreys.com will resolve the issue as appropriate using internal guidelines. In such cases, Evefreys.com reserves the right to deduct from Retailer payables any compensation given to the Customer up to 100% of the value of the Order including tax, shipping, gift wrap and any other value-added-services that were included in the Order. 

SYSTEM SERVICE LEVEL AGREEMENT 

Where applicable Retailer shall maintain compliance with the following System Service Level Agreement in connection with Retailer’s systems that impact the Evefreys.com systems (including without limitation, the Evefreys.com Site) or the Marketplace Program (including without limitation, systems related to the delivery of Content (including without limitation, through a Service Provider) to Evefreys.com). 

1. Uptime. Retailer systems shall ensure uptime and availability of 99.0%-year round and 99.9% from November 1 – January 10 (the “Holiday Freeze Period”) Retailer systems (defined as one or more connected or unconnected computers, peripheral devices, website(s) software, data, program communications, facilities, and computer networks) 24 hours a day, 7 days a week 365 days a year. 

2. Scalability. At least once a year Evefreys.com shall provide Retailer with the current year’s peak capacity numbers for orders per hour. Retailer systems shall support at least 35% above projected peak capacity. This capacity should be over and above any other capacity requirements for other systems or customers. 

3. Holiday Freeze Restrictions. In order to minimize any risk of an unscheduled outage that disrupts customers and sales during the busiest time of year, Evefreys.com imposes a ‘freeze’ period on system changes. Retailers are NOT to make any changes to their systems that could affect the Evefreys.com systems (including without limitation, the Evefreys.com Site) or the Marketplace Program without prior written approval from Evefreys.com. 

4. All planned maintenance, security patches, system upgrades, IP address changes, etc. must be completed prior to November 1. No changes will be made on the Evefreys.com systems (including without limitation, the Evefreys.com Site) during the Holiday Freeze Period. 

5. Scheduled Maintenance and Unscheduled Outages. Scheduled maintenance requires at least five (5) days prior written notice, as outlined in Appendix B. Unscheduled outages need to comply with Uptime requirements (set forth in Section 1 above) and be reported within 5 working days using the COE form attached Appendix A. 

6. Redundancy. Using economically viable practices, provide system redundancy for any key single point of failure such as main server, database, and networking. 

7. Files Transfer. Files will be sent using XML. 

8. System Management. Retailer shall employ basic system monitoring and control procedures to ensure uptime compliance. 

9. Backup. Retailer is responsible for making a complete backup of the system weekly, with incremental backups daily. 

10. Continuity Management. Retailer shall have an adequately tested continuity plan in place which identifies critical IT resources in case of a disaster within or around the geographic location of Retailer’s main IT source, allowing a return to functionality within twenty-four (24) hours. 

EVEFREYS.COM

Scheduled Maintenance 

Appendix B
System Level Service Agreement 

Evefreys.com Notification Procedures 

1. 1.)  Evefreys.com requires at least five (5) days prior written notice of any scheduled outage to the Retailer’s systems where there is an integration or interface between the retailer’s system and Evefreys’s. Please include the exact nature and reason for the maintenance and any specific instructions. For back end file processing, our system requires that Evefreys.com turn off file processing prior to the outage. This will avoid the necessity of manually resending files once connectivity is restored. 

2. 2.)  Scheduled maintenance should be performed during low traffic hours. Evefreys.com prefers to schedule maintenance for late evening weekdays Pacific time, or at a minimum after 6:00 p.m. or weekends. 

3. 3.)  Immediately prior to actually taking the server down, please call or email Evefreys Support (650-837-5555, Evefreys Support@Evefreys.com) to state that the maintenance is about to begin, and the anticipated length of the outage. It is at this point that Evefreys Support will suspend outbound file processing. 

4. 4.)  Upon completion of the maintenance, please call or email Evefreys Support again to let them know file transfer can resume. 

5. 5.)  Note: Evefreys.com will not turn on file transfer to you until Evefreys.com receives this notification from you. 

Holiday Freeze Period November 1 – January 10 

6. 6.)  Retailer is NOT to make any changes to its systems that could impact the Evefreys.com systems (including without limitation, the Evefreys.com Site) or the Marketplace Program without prior written approval from Evefreys.com. In order to minimize any risk of an unscheduled outage that disrupts customers and sales during the busiest time of year, Evefreys.com imposes a ‘freeze’ period on system changes. All planned maintenance, security patches, system upgrades, IP address changes, etc. should be completed prior to November 1st. No changes will be made to the Evefreys.com system (including without limitation, the Evefreys.com Site) during this the Holiday Freeze Period. 

7. 7.)  Copy your primary business contact on ALL communications. 

Unscheduled Outage 

1. In the event of an unscheduled outage, immediate notification to Evefreys (+237 651-742-259) is required. Please describe the details of the outage as available, the portion of the system affected, and an estimate of when you expect to be back in operation. 

2. If the outage persists for more than two (2) hours, please call or email with a status report every two (2) hours until connectivity is restored. 

3. When connectivity is restored, please call your Evefreys contact immediately, so Evefreys.com can resume outbound file processing. 

4. Evefreys.com procedure requires that Evefreys.com open a Remedy ticket for tracking purposes and notify Evefreys.com personnel of the outage. Upon restoration of service, please call or email evefreys so Evefreys.com can turn on Outbound file processing. 

5. Evefreys.com requires a documentation of correction, origin and error event and what step you plan to take to prevent a similar event in the future. 

6. Upon receipt of the COE document, the Remedy ticket will be closed. 

7. Copy your primary business contact on ALL communications. 

/IP Address Changes if Applicable

1.) Like all scheduled changes, an IP address change requires prior written notification and coordination with Evefreys Support. Please contact the office with your request. Upon validation that the correct IP addresses have been submitted, Evefreys.com will process the change, which requires both Security and Change Control approval. If a DNS change is also required, please indicate. Only hard coded IP addresses are allowed in the firewall. Evefreys.com does not allow URLs. 

2.)  Once the IP address has been added to the appropriate Evefreys.com firewall, Evefreys.com will contact you to test and validate connectivity. 

3.)  You should plan a week or more in advance for these changes. Again, no IP address changes are allowed during the Holiday Freeze Period, so plan accordingly. 

System Upgrades 

1. System upgrades need to be coordinated carefully with Evefreys.com. Changes include, but are not limited to, facilities moves, new IT outsource partners, software changes, changes from Unix to Linux or network providers. System upgrades also include new hardware architecture being added for system redundancy or disaster recovery. Whatever the reason for the change, please notify your account team and Evefreys Support well in advance. 

2. Share your annual system upgrade plans with your primary business contact and Evefreys Support. 

3. Evefreys.com maintains a full test environment, and engineering staff is available to help test. Please contact Evefreys Support to discuss the type of change you are making. Evefreys.com will arrange for the proper resources to test these changes. All changes must be tested in the Test environment and verified, prior to making any changes to Production. 

4. If a change appears not to require a scheduled outage, but can potentially affect file flow, please use the contact procedures to validate the change with Evefreys.com. That way, changes can be validated immediately, rather than waiting for problems to arise. 

ORDER AND CUSTOMER SERVICE LEVEL AGREEMENT

Evefreys.com is committed to customer service. Retailers participating in the Marketplace Program will endeavor to meet the following service levels: 

1. (a)  Retailer will maintain an On-Time Ship Standard of at least 99%. 

2. (b)  Retailer will accurately ship the correct Product to the correct Customer at a rate of 

99.5% of all Products shipped. 

(c) Retailer will maintain inventory to fulfill Customer Orders that result in a cancel rate (excluding Customer requested cancellations) of 1.5% or less; 

(d) Returns due to damaged or defective Products shall not exceed 3% of Sales Proceeds for Products sold on the Evefreys.com Site. 

(e) Retailer shall limit emergency updates related to product information through any Partner Tool to a rate no greater than .03% of its entire SKU count in Evefreys.com’s catalog per month; provided however, that Evefreys.com makes no guarantee that all requests will be granted. Evefreys.com will assess each emergency request on a case by case basis and make updates in situations Evefreys.com deems critical. 

6. (f)  Ninety-day Seller ratings shall, on average, remain above a seller rating of 90% positive. 

7. (g)  The number of customer service escalations received through Evefreys.com’s escalation 

guidelines, as set forth in Customer Service Escalations, shall not exceed 0.5% of Orders. 

(h) Retailer will within one (1) hour of receipt on a 24/7 basis, confirm every Order file received by Evefreys.com. 

(i) Retailer will, within four (4) hours of receipt on a 24/7 basis, confirm every order line within every Order file received by Evefreys.com. 

(j) Retailer will provide Evefreys.com with electronic notice confirming shipment of each Product shipped and the corresponding shipment tracking information (if available) within four (4) hours of the Product/Order actually shipping so that Evefreys.com may charge the Customer and allow the Customer to track shipment of Products. 

(k) Retailer will send a refund request to Evefreys.com through the data feed specified by Evefreys.com within 24 hours of receiving a Customer refund or adjustment request, unless Retailer has refused to accept a Product for return for any reason. 

(l) Retailer shall answer at least 60% of all Customer calls within sixty (60) seconds of the end of Retailer’s customer service interactive voice response (the “IVR”). For purposes of clarification, time spent by the Customer on hold waiting for a customer service representative shall not be considered part of the IVR and shall be included as part of the sixty-second period described above. 

(m) No more than four percent (4%) of all Customer calls received by Retailer shall be Abandoned Calls. “Abandoned Calls” means the number of Customer calls offered to Retailer’s customer service representatives after the IVR ends, less the number of calls picked up and completed by Retailer’s customer service representatives; provided that if a Customer hangs up before the Customer leaves the IVR, the call shall not be considered an Abandoned Call. For purposes of clarification, if a Customer hangs up after leaving the IVR and while on hold waiting for a customer service representative, such call shall be considered an Abandoned Call; 

(n) Ninety percent (90%) of emails received from Customers shall be answered by Retailer within twenty four (24) hours of receipt. 

Evefreys.com may, at its discretion, work with a Retailer to remedy any failure of a service level or performance issue under this Service Level Agreement; provided, however, that no waiver by Evefreys.com of any provision of this Service Level Agreement may be deemed or constitute a waiver of any provision of this Agreement, whether or not similar, nor may the waiver constitute a continuing waiver by Evefreys.com unless otherwise expressly so provided in writing. The failure of Evefreys.com to require at any time performance by Retailer of any of the provisions herein, may in no way be construed to be a present or future waiver of provisions or in any way affect the ability of Evefreys.com to enforce each and every provision after such event. 

Collectibles 1.7 Computer/Game Console 1.8 

· Products or compilations using unauthorized photos
· Autographs, signatures, and unauthorized reproductions of items that 

violate another’s trademarks or copyrights
· Any boot disk, card, emulator, or loader
· Hardware, software, or books that enable the circumvention of copy- 

protected digital products 

Rev 02052016 

CONFIDENTIAL

Digital Goods 1.11 

· All digital products, including, but not limited to, currency, eBooks, games, movies, songs 

· Any products encouraging or enabling illegal activity 

Infringing Products 1.17 

· Any products that violate applicable laws
· Any products that contain viruses, trojan horses, spyware or malicious code · Stolen or counterfeit products
· Products that violate or infringe upon any intellectual property right or other third-party right 

Recalled Items 1.21 

· Any product that has been or currently is subject to a recall 

Tickets 1.23 

· Tickets (digital or physical) to events of any kind. 

Rev 02052016 

CONFIDENTIAL

Rev 02052016 CONFIDENTIAL 

RETAILER MARKETPLACE PRIVACY POLICY GUIDELINES 

Retailer shall prepare a separate Retailer Marketplace Privacy Policy for posting on the Evefreys.com Site in connection with the Marketplace Program. The Retailer Marketplace Privacy Policy shall not be more than the number of characters accepted through the Partner Tool. If the Retailer Marketplace Privacy Policy exceeds the number of permitted characters, Retailer shall host, support and maintain a dedicated URL that provides customers with access to Retailer’s full Retailer Marketplace Privacy Policy through the Evefreys.com Site in accordance with specifications provided by Evefreys.com. Retailer shall (i) set up the URL through the Partner Tool, (ii) work with Evefreys.com to ensure customers have access to such Retailer Marketplace Privacy Policy through such URL, and (iii) comply with the System SLA with respect to uptime of the hosted privacy policy URL. Retailer must include the following information in the Retailer Marketplace Privacy Policy as well as any information required under applicable Law: 

1. The specific personally identifiable information and other customer information (collectively, the “Personal Information”) Retailer receives with respect to Marketplace Customers. 

2. How Retailer will use Personal Information of Customers it receives in connection with the Marketplace Program (e.g. to ship orders and to email Customers regarding shipment confirmation or Order cancellation). 

3. Who will have access to Customer Personal Information (e.g., contractors for the purpose of fulfilling Customer Orders). 

4. In what cases may Personal Information be disclosed to third parties (e.g., as required by law). This section should indicate that Personal Information is shared with Evefreys.com and is subject to Evefreys.com’s Privacy Policy. 

5. How Customer may update its Personal Information. 

6. Retailer never sells or rents Customer Personal Information to any third party. 

7. Retailer will not use Personal Information of Customers received in connection with Marketplace to send 

marketing communications to Customer or to conduct surveys, contests or sweepstakes. 

8. How Retailer protects the Personal Information of Customers. 

9. How Retailer protects the privacy of children and meets the standards of the Children’s Online Privacy 

Protection Act (i.e., no collection of PII from children under 13). 

10. The date on which Retailer’s Marketplace Privacy Policy was last updated and where Customers can direct 

questions about the Retailer’s Marketplace Privacy Policy. 

TAX POLICIES 

1. Taxpayer and Seller of Record. Retailer is the taxpayer and vendor/seller/retailer of record and agrees to comply with all applicable tax Law. Retailer shall be solely liable for any tax liabilities, including, without limitation, any penalties or interest. All references to “tax” or “taxes” in this Agreement shall mean all taxes and fees, including without limitation, sales, use and surcharge taxes and all related ancillary taxes and fees, including, without limitation, electronic waste recycling fees. 

2. Tax Reporting. Evefreys.com will provide monthly reporting to Retailer of all sales so that Retailers can calculate their taxes and remit to the Tax Department.  

3. Tax Included in Purchase Price. If Retailer includes any applicable taxes in the purchase price instead of collecting the taxes separately, it shall clearly state in any sales documentation provided to the Customer that such tax has been included in the purchase price. Retailer is liable for any taxes, penalties and interest, including without limitation, if the inclusion of tax in the purchase price violates applicable Law. 

4. Nexus. If any governmental authority determines that sales, use or other taxes are owed by Evefreys.com or Retailer on sales of Products through the Evefreys.com Site, or that Retailer has nexus in a state or local jurisdiction, or is otherwise responsible for the collection and remittance or reporting of taxes (and all related penalties and interest) related to the sale of any Products, whether or not as a result of any action or inaction by Evefreys.com, Retailer (i) agrees that Retailer shall solely be responsible for payment of such taxes (and all related penalties and interest) and/or reporting of such taxes (if applicable), (ii) agrees that Evefreys.com shall have no liability to Retailer or any governmental authority for such taxes or penalties, and (iii) will not seek any reimbursement from Evefreys.com for such taxes and related penalties. Retailer will indemnify and hold harmless Evefreys.com and its Affiliates and their respective officers, directors, employees and agents for any claims, liabilities, losses, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or related to any ruling by any governmental authority that Evefreys.com or Retailer has a tax remittance or reporting obligation in any State on account of sales of Products through the Evefreys.com Site, whether or not due to any action or inaction by Evefreys.com. 

5. Reimbursement. Retailer shall be solely responsible and liable for reimbursing Customers if Evefreys.com calculated tax on the date of purchase, and then on the date the Product is shipped and the Customer is billed, there was no tax applicable to the sale (e.g. if the date of shipment and billing falls on a tax holiday where there is no tax for the sale of such Product). 

INFORMATION SECURITY ADDENDUM 

A. Definitions. For the purposes of this Addendum, the terms below have the following meanings whenever capitalized: 

“Claims” means all claims, requests, accusations, allegations, assertions, complaints, petitions, demands, suits, actions, proceedings, causes of action, and judgments. 

“Costs” means expenses of any kind, including attorneys’ fees, litigation costs, investigatory costs, costs of providing notice to any person or organization in the event of a Data Incident, and costs of providing consumer protection services to any person in the event of a Data Incident, including credit monitoring or identity restoration services. 

“Data Incident” means any reasonably suspected or actual unauthorized access to or acquisition, disclosure, use, or loss of Evefreys Information (including hard copy records) or breach or compromise of Retailer’s Security Program that presents a potential threat to any Evefreys Information or Evefreys system. 

“ISD” means Evefreys’s Information Systems Division. 

“Privacy and Security Requirements” means all of the following: (i) all legal requirements (federal, state, local, and international laws, rules and regulations, and governmental requirements) currently in effect and as they become effective, relating in any way to the privacy, confidentiality, integrity, availability, or security of Evefreys Information; (ii) all industry standards concerning privacy, data protection, confidentiality, integrity, availability, or security of information, including without limitation, the Payment Card Industry Data Security Standard, and any other similar standards; (iii) all policies, statements, or notices that are provided to Retailer in writing; and (iv) all controls required by the ISD Security Review, including secure coding standards. 

“Security Program” means a comprehensive written information security program described below in Section C. 

“Security Review” refers to ISD Security’s assessment and evaluation of Retailer’s Security Program and its engagement with Evefreys. 

“Evefreys Information” means the following, regardless of form or the media in which it is maintained, that may be accessed, used, or disclosed to Retailer in connection with or incidental to the performance of services for or on behalf of Evefreys or by any other means: Any information relating to an identified or identifiable individual irrespective of whether such individual is a Evefreys customer, employee, or other status (including, but not limited to, name, postal address, email address, telephone number, date of birth, Social Security number, driver’s license number, other government-issued identification number, financial account number, credit or debit card number, insurance ID or account number, health or medical information, consumer reports, background checks, biometric data, digital signatures, any code or password that could be used to gain access to financial resources, or any other unique identifier); 

Non-public business information; and 

Any information marked “Highly Sensitive” or “Sensitive” or defined as “Confidential” by the Agreement, or information that Retailer should reasonably believe to be confidential. 

B. Acknowledgement. Retailer acknowledges that it is solely responsible for the confidentiality and security of Evefreys Information in its possession, custody, or control, or for which Retailer is otherwise responsible. 

C. Security Program. Retailer has implemented and shall maintain a Security Program that complies with Privacy and Security Requirements and incorporates industry best practices. Retailer’s Security Program includes appropriate administrative, technical, and physical safeguards; assures the confidentiality, availability, integrity, and security of Evefreys Information and Evefreys systems; and includes at least the following safeguards: 

1. Appropriate user authentication controls, including secure methods of assigning, selecting, and storing access credentials, restricting access to active users, and blocking access after a reasonable number of failed authentication attempts. 

2. Secure access controls, including controls that limit access to Evefreys Information to individuals that have a demonstrable genuine business need-to-know, supported by appropriate policies, protocols, and controls to facilitate access authorization, establishment, modification, and termination. 

3. Appropriate and timely adjustments to Retailer’s Security Program based on: periodic risk assessments; regular comprehensive evaluations (such as third-party assessments) of Retailer’s Security Program; monitoring and regular testing of the effectiveness of safeguards; and a review of safeguards at least annually or whenever there is a material change in Retailer’s technical environment or business practices that may implicate the confidentiality, availability, integrity, or security of Retailer’s information systems. 

4. Appropriate, ongoing training and awareness programs designed to ensure workforce members and others acting on Retailer’s behalf are aware of and adhere to Security Program policies, procedures, and protocols. 

5. Monitoring of systems designed to ensure data integrity and prevent loss or unauthorized access to, or acquisition, use, or disclosure of, Evefreys Information. 

6. Technical security measures, including firewall protection, antivirus protection, security patch management, logging of access to or use or disclosure of Evefreys Information, intrusion detection, and encryption of data in transit and at rest. 

7. Physical facility security measures, including access controls, designed to restrict access to Evefreys Information to individuals described in Section C.2. 

8. Logical segmentation of Evefreys Information from data of others, but especially any Evefreys competitor. 

D.   Supervision. Retailer shall exercise necessary and appropriate supervision over its relevant employees and others acting on its behalf to maintain confidentiality, integrity, availability, and security of Evefreys Information. 

E.    Mobility and Transfer of Data. 

1)    Evefreys Information that is classified by Evefreys as Highly Sensitive Data or Sensitive Data shall not be stored on or transported via a laptop, any other mobile device, or any removable storage media, including USB, thumb drives, DVDs, or CDs, unless such devices or media are encrypted using an encryption methodology approved in writing by ISD Security. 

2)    All electronic data transfers of Evefreys Information classified by Evefreys as Highly Sensitive Data or Sensitive Data must be accomplished via secure FTP or other protocol or encryption methodology approved in writing by ISD Security. 

3. Any physical removal or transfer of Evefreys Information classified by Evefreys as Highly Sensitive Data or Sensitive Data from Evefreys’s or Retailer’s facilities shall be conducted only according to controls developed or approved in writing by ISD Security. 

4. Evefreys Information may not be transferred, stored, or processed outside the country in which Retailer receives it without prior written approval from Evefreys, inclusive of transfers to subcontractors or agents, notwithstanding the provisions of Section G. 

F.    Data Incidents. 

1)    Retailer agrees to immediately notify Evefreys’s Emergency Operations Center by phone (479.277.1001) of any Data Incident. While the initial phone notice may be in summary form, a comprehensive written notice should be given within 48 hours to Evefreys’s Privacy Office, 702 SW 8th Street, Bentonville, AR and its Chief Information Security Officer, 805 Moberly Lane, Bentonville, AR. The notice shall summarize in reasonable detail the nature and scope of the Data Incident (including a description of all Evefreys Information affected) and the corrective action already taken or to be taken by Retailer. The notice shall be timely supplemented to the level of detail reasonably requested by Evefreys, inclusive of relevant investigative or forensic reports. 

2)    Retailer shall promptly take all necessary and advisable corrective actions and shall cooperate fully with Evefreys and its designees in all reasonable efforts to investigate the Data Incident, mitigate adverse effects, and prevent recurrence. Such cooperation shall include responding to Evefreys’s inquiries about the Data Incident in a timely fashion. In the event of a Data Incident, Evefreys’s point of contact at Retailer will be the contact provided on Retailer’s application. 

3)    The Parties shall collaborate on whether it is necessary or advisable to provide notice of the Data Incident to any person, governmental entity, the media, or other party. The Parties shall collaborate on the content of the notice. Evefreys will make the final determination as to whether notice will be provided and to whom, the content of the notice, and which Party will be the signatory to the notice. 

G.   Third Parties. Retailer may transfer, disclose, or otherwise provide access to Evefreys Information (including through use of third-party hosting or cloud services) only to the following parties: 

1)    Any subcontractor or agent that Retailer engaged prior to executing the Agreement if: (i) the subcontractor or agent, including the proposed access to Evefreys Information by the subcontractor or agent, was evaluated in a manner substantially similar to a Security Review; (ii) the subcontractor or agent maintains an information security program substantially equivalent to the Security Program required of Retailer by this Addendum Retailer has executed an agreement with the subcontractor or agent that is substantially equivalent to this Addendum; and (iv) the subcontractor or agent has a demonstrable genuine business need-to-know for all Evefreys Information to which it is provided access. 

2)   Any subcontractor or agent that Retailer engages following execution of the Agreement if: (i) Evefreys is permitted, at its option, to conduct a Security Review to evaluate Retailer’s engagement of the subcontractor or agent and security controls implemented by that subcontractor or agent; (ii) the subcontractor or agent maintains an information security program substantially equivalent to the Security Program required of Retailer by this Addendum; (iii) Retailer has executed an agreement with the subcontractor or agent that is substantially equivalent to this Addendum and preserves for Evefreys or Retailer the rights available to Evefreys pursuant to Sections F and K of this Addendum; (iv) the subcontractor or agent has a demonstrable genuine business need-to-know for all Evefreys Information to which it is provided access; and (v) Evefreys provides prior written approval to Retailer authorizing the sharing, transfer, disclosure, or access. 

3. Any other party that is not a subcontractor or agent only with prior written notice to and prior written approval of Evefreys. 

H. Notice of Process. In the event Retailer receives a governmental or other regulatory request for, or legal process requesting, any Evefreys Information, Retailer shall immediately notify Evefreys’s Legal Department in order that Evefreys will have the option to defend such action. Retailer shall reasonably cooperate with Evefreys in such defense. 

I Notice of Individual Requests and Complaints. Retailer shall immediately notify Evefreys in the event that Retailer receives: (i) requests from individuals relating to Evefreys Information, including requests to access or rectify personal information; or (ii) complaints of any kind from individuals relating to the privacy, confidentiality, or security of Evefreys Information. Retailer shall not respond to any such request or complaint without Evefreys’s prior written approval. 

J.     Use Restrictions. Unless Evefreys provides prior written approval, Retailer shall not use, access, disclose, reconfigure, re-identify, or aggregate Evefreys Information, nor permit any of the foregoing, for any purpose other than performing services pursuant to the Agreement, fulfilling the obligations of this Addendum, or as strictly necessary to comply with law. 

K.   Security Review and Assessment. 

1. ISD Security may conduct a Security Review when determined reasonably required by Evefreys. 

2. At Evefreys’s request, Retailer shall provide Evefreys copies of its data privacy and security policies and procedures that apply to Evefreys Information. Retailer also may be asked, upon Evefreys’s reasonable request, to submit written responses to questions regarding its privacy and information security practices that apply to Evefreys Information. Retailer shall submit written responses within 10 business days of receipt of Evefreys’s request. 

3. Retailer shall provide ISD Security with an opportunity to conduct a privacy and security assessment of Retailer’s Security Program and systems and procedures. Such assessment may be conducted on-site by Evefreys personnel or Evefreys’s contracted third party assessors or through surveys and interviews, at the option of Evefreys. Such assessment may be conducted no more than once per year, or more frequently in the event of any Data Incident. When an on-site assessment will be conducted, Evefreys shall provide Retailer with reasonable advance notice of not less than 15 business days, except in the event of a Data Incident or if Evefreys has a reasonable basis to believe Retailer may not be in compliance with this Addendum, in which case advance notice shall be not less than 48 hours. 

4. Retailer shall provide Evefreys with notice of any findings that are likely to adversely impact Evefreys Information or Evefreys systems that are identified through any security assessment or review of Retailer’s systems or Security Program performed by Retailer or a third party, including vulnerability and penetration assessments. Notice of these findings may be provided in the form of a written summary. Retailer shall keep Evefreys timely informed of its remediation efforts to address these findings. 

L. Compliance. Retailer shall comply with all applicable Privacy and Security Requirements. 

M.  Security Certification. Retailer shall maintain a level of security certification or assessment consistent with best practices and conducted by a qualified third party reasonably acceptable to Evefreys. Such certifications shall be provided to Evefreys upon reasonable request. 

N.   Indemnification. Retailer shall indemnify, defend, and hold harmless Evefreys for and from any Claims, and reimburse Evefreys for or bear any Costs, related to any Data Incident or Retailer’s noncompliance with this Addendum notwithstanding any allegation that Evefreys was negligent or otherwise at fault. 

O.   Termination. Evefreys may terminate any contract or engagement between the Parties, including the Agreement, in the event: (i) of a Data Incident that Evefreys determines is likely to have a substantial adverse impact on Evefreys’s relationship with its customers or associates or may otherwise substantially harm its reputation; (ii) of a material violation of this Addendum by Retailer, including any violation of Section G; (iii) of any material misrepresentation made in connection with any Security Review, assessment, or other process described in Sections G or K; or (iv) that Retailer or a third party reviewed pursuant to Section G fails to timely or effectively remediate material adverse findings from a Security Review, assessment, or other process described in Sections G or K, as applicable. This Section O in no way limits any termination rights provided under the Agreement. 

P.    Secure Return or Disposition; Termination of Access. 

1)    Retailer shall return or dispose of Evefreys Information in its possession, custody, or control: (i) if no longer needed for Evefreys’s business or legal purposes or upon termination of the Agreement to which this Addendum is appended, whichever is longer; or (ii) upon Evefreys’s direction which may be given at any time. 

2)    Notwithstanding the foregoing, Retailer will be permitted to retain: (i) Evefreys Information for a longer period if such retention is strictly necessary to meet Retailer’s legal compliance obligations, is done pursuant to Retailer’s fully implemented and documented records management program, and is limited to the minimum Evefreys Information and minimum retention period needed to meet these obligations; and (ii) backup media containing Evefreys Information for so long as is permitted by Retailer’s fully implemented and documented records management program, which retention shall not be indefinite and shall not exceed industry standards. 

3)    Any disposal of Evefreys Information must ensure that Evefreys Information is rendered permanently unreadable and unrecoverable. 

4)    To the extent Retailer accesses or has contact with Evefreys systems, Retailer must ensure that such access is discontinued upon termination of the Agreement. 

5)    Upon reasonable notice and if requested by Evefreys, Retailer shall provide Evefreys with a certification by an officer attesting to Retailer’s compliance with this Section P. 

Q.   Survival. Section N and Section P.5 will survive termination of the Agreement. The remaining provisions of this Addendum will survive until such time as Retailer has fully complied with the provisions of Section P. 

R.    Interpretation. The terms of this Addendum are to be construed to permit compliance with the Parties’ legal obligations with respect to Evefreys Information. This Addendum supersedes any inconsistent provisions contained in prior oral or written agreements between the Parties, including the Agreement, that are relevant to the subject matter of this Addendum. Notwithstanding the foregoing, provisions in prior agreements between the Parties that impose additional or more stringent obligations than this Addendum with respect to Evefreys Information will remain in force. The underlined headings in this Addendum are for convenience only and will not affect the interpretation of this Addendum.