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Shopkeeper Terms

Shopkeeper Terms

revised 4/08/26

We are thrilled that you are joining us on our mission to keep prosperity local by connecting independent retailers with customers in their area, through our online marketplace at www.Myti.com. These Shopkeeper Terms (these "Terms") set forth the terms and conditions on which Sustain Local, LLC d/b/a Myti, a Vermont limited liability company ("Myti," "we," "our," or "us"), will make available the Myti Marketplace to the Independent Retail Store identified below ("Shopkeeper," "you," or "your"). To make these Terms easier to read, the Myti Marketplace and related services are collectively called the "Services."

Please read these Terms carefully. By using the Services: (1) you agree to be bound by these Terms; and (2) you acknowledge that these Terms contain an agreement to arbitrate, meaning that you will not be able to bring a lawsuit concerning any dispute that is covered by the arbitration agreement, unless it involves a question of constitutional or civil rights. Instead, you and Myti each agree to submit any dispute to an impartial arbitrator.

1. Shopkeeper Information

Your Shopkeeper information, including shop name, contact details, business address, and EIN, is provided through your Myti shop portal account.

Payment Information

Shopkeepers are paid by Myti for their sales on a bi-weekly (every two weeks) basis via ACH transfer. Your banking information for deposits is provided securely through your Myti shop portal account.

2. Introduction

What we do: Myti provides access to the Myti Marketplace, where shopkeepers can list, offer, and sell their in-store products online. Myti captures online sales through the Myti Marketplace and drops them into your eCommerce platform. Myti will then pick up the products ordered from your shop and pack them for the customers.

What you do: You will prepare and fulfill customer orders placed on the Myti Marketplace for products from your shop for pick up by a Myti employee.

We cannot promise that any of the features of the Myti Marketplace will work as advertised. Specifically, we cannot guarantee that the Myti Marketplace will accurately reflect the inventory or product information you provide us with, either manually or through automated data feeds. We do not warrant that your Myti Marketplace access will be uninterrupted or error-free. Due to the nature of the internet, this cannot be guaranteed. In addition, we may occasionally need to carry out maintenance or introduce new features and functions. We may also remove features or functions without notice. We may suspend access to the Myti Marketplace or close it indefinitely if needed.

3. Prerequisites for Use of the Services

Eligibility

Only independent retail stores may become shopkeepers and use their services as shopkeepers. For purposes of these Terms, an "Independent Retail Store" is a store that is: (i) privately held (i.e., not publicly traded); (ii) currently selling directly to consumers; (iii) a retail or eCommerce store; (iv) capable of fulfilling orders from areas where we operate (i.e., not a drop-shipping business); and (v) selling products permitted to be sold on the Myti Marketplace (see Section 7 for a list of products that are prohibited from being sold on the Myti Marketplace or currently unable to be sold on the Myti Marketplace). If you have questions about your eligibility, please contact us at wecare@myti.com.

Integration

To use certain features of the Services, you will need an eCommerce website through an eCommerce platform that can integrate with the Services (such website, the "Shopkeeper System"). Currently, the services are integrated with the following eCommerce platforms, including but not limited to: Shopify, BigCommerce, Square, and WooCommerce. The Shopkeeper System must provide us with accurate, complete, and current product and inventory information, which is kept up to date. To protect the Shopkeeper System, keep the account details and password confidential, and notify us immediately of any unauthorized use. You are responsible for all activities that occur on the Shopkeeper System.

4. Your Feedback

Your ideas and feedback ("Feedback") for improvements to the Services (including what works for you and what does not!) are gratefully welcomed and sincerely appreciated. You agree that any Feedback you share with us will become our intellectual property, including any ideas we incorporate into the Services based on your Feedback. By sharing your Feedback with us, you irrevocably assign all rights, titles, and interests in your Feedback to us. We will not be liable for paying you royalties, licensing fees, or other payments in exchange for your Feedback.

5. Your Materials

(a) By signing up for the Services and allowing us to integrate and list your products, product descriptions, and promotional materials, including images, video, and text ("Shopkeeper Materials") on the Myti Marketplace, you hereby grant us a non-exclusive, transferable, worldwide, royalty-free license to use, publicly display, modify, copy, transfer, reuse, or otherwise reproduce the Shopkeeper Materials and your name, designated trademarks and associated logos ("Shopkeeper Marks"), during the term of the Services, in connection with operating and providing the Services, and the marketing and promotion of your products, your shop and the Services. The foregoing license includes the right to use automated tools, including artificial intelligence and machine learning tools, to optimize, translate, resize, reformat, enhance, and create derivative content from the Shopkeeper Materials solely for use in connection with operating, providing, marketing, and promoting the Services and your products on the Myti Marketplace. Myti will not use Shopkeeper Materials to train generalized artificial intelligence models for use outside the Services without your consent. All goodwill and improved reputation generated by our use of the Shopkeeper Marks ensures your exclusive benefit.

(b) You represent and warrant that you have and will maintain the right to grant us the license rights in the Shopkeeper Materials and Shopkeeper Marks and that the Shopkeeper Materials and Shopkeeper Marks, and our use of any such materials and marks, does not and will not infringe or misappropriate the intellectual property rights of any third party. You agree to notify us immediately if you receive any claims or notices that the Shopkeeper Materials and Shopkeeper Marks infringe or misappropriate a third party's intellectual property rights ("Third Party IP Claims") and agree that we will not be responsible for any losses that you may incur if we delist any products from the Myti Marketplace that are subject to such Third Party IP Claims.

6. Your Obligations

Your Products

All products you sell or list for sale through the Myti Marketplace must comply with all applicable laws and regulations and these Terms. You agree that (i) you will accurately represent your products in listings and listing photos and include any required labels and warnings; (ii) you have all rights necessary to sell your products; and (iii) you will not list or sell any counterfeit products. We assume no responsibility for the accuracy, labeling, or content of your listings or the authenticity of your products.

Fulfillment of Orders

Logistics and order fulfillment are essential for customer satisfaction. As we continue to evolve the Myti Marketplace and delivery system, we ask that you:

  • Keep your product listings on the Myti Marketplace up to date.
  • Follow the Shopkeeper Manual to the best of your ability. The Shopkeeper Manual is being provided to you with these Terms.
  • Do your best to provide us with the correct items for each order you receive through the Myti Marketplace.
  • Fulfill orders on time. On the day Myti is picking up orders from your shop all orders must be prepared as outlined in the Shopkeeper Manual and ready for pickup by a Myti employee.

Taxes

You will be the seller with respect to the sale of any products listed through your shop on the Myti Marketplace and agree to be solely responsible for any taxes assessed in connection with such sales, including all sales taxes or other similar taxes, by all state and local tax laws, except to the extent applicable law requires Myti, in its capacity as a marketplace facilitator or similar intermediary, to collect and remit such taxes.

To the extent Myti is required by applicable law to collect and remit taxes on your behalf, Myti will do so based on the tax category and other information you assign to each product. You acknowledge and agree that you are solely responsible for ensuring that your products are accurately categorized and described for tax purposes, and you will remain liable for any errors, omissions, or misclassifications, including any resulting taxes, penalties, or interest.

To the extent any taxing authority determines that additional taxes are owed as a result of your inaccurate product categorization, descriptions, or other information you provide, you agree to promptly reimburse Myti for any such amounts paid and other expenses incurred by Myti relating thereto, including any related penalties and interest. This obligation will not apply to the extent such amounts result from Myti's failure to correctly collect or remit taxes based on accurate information provided by you.

You further acknowledge that Myti's role as a marketplace facilitator does not create ownership of the products or transfer primary responsibility for product quality, safety, or fulfillment. You agree to indemnify us for any third-party losses, damages, and expenses (including attorneys' fees) we incur arising from the listing, advertisement, or sale of your products on the Myti Marketplace.

You agree to cooperate with us by supplying any certificates or other documentation we reasonably request concerning tax reporting, collection, or remittance obligations. You are responsible for all other taxes that may be imposed or assessed in connection with the operation of your business and your proceeds from any sales on the Myti Marketplace.

Insurance

You represent that you have and will maintain, at your own expense, such insurance policies as required by applicable laws and as customary in the business in which you are engaged, such as commercial general liability and product liability insurance. Upon request, you will provide us with a certificate of insurance for your coverage.

Data Protection

You agree to comply with applicable data protection and privacy laws in connection with your use of customer information obtained through the Services. You will use such information solely for the purpose of fulfilling orders and providing customer service and will not sell or otherwise use such information except as permitted by law, including, where applicable, the California Consumer Privacy Act (CCPA) and similar laws.

7. What Cannot Be Sold on the Myti Marketplace

We prohibit certain items from being listed, offered, or sold on the Myti Marketplace. Some items present legal risks to our community, are inconsistent with our values, are not serviced by specific credit card processors, or are harmful to our customers. The following types of items are prohibited on the Myti Marketplace:

  • tobacco, illegal drugs, illegal drug paraphernalia, or harmful substances;
  • dangerous items such as hazardous materials, recalled items, and weapons;
  • items that promote, support, or glorify hatred, discrimination, or violence;
  • illegal items, items promoting illegal activity, and highly regulated items; and
  • defamatory, obscene, pornographic, vulgar, or offensive content.

Additionally, the following types of items are not currently permitted to be listed, offered, or sold on the Myti Marketplace:

  • CBD products of all kinds
  • perishable goods, such as meat, fish, fruits, vegetables, flowers, and plants
  • alcohol
  • regulated medical drugs and medical devices
  • cannabis, marijuana, and marijuana-related products (including items considered paraphernalia)

8. Return Policy

All products sold through the Myti Marketplace are subject to the Myti return policy and can be returned within 15 days of delivery, except for products marked clearly on your shop as non-refundable, including the following, but not limited to: (i) items on sale or final sale items; (ii) custom products (such as made-to-order items or personalized items) or curated packages; (iii) personal care goods (such as beauty products); (iv) certain clothing; or (v) gift cards.

We will not offer exchanges or returns for store credit. If a customer wants to exchange an item, they will go through the regular return process and then place a new order.

Once an item is returned to us, we will be responsible for the care of the item until it is delivered to you. If you believe a returned item cannot be resold due to damage that occurred while in our possession, you must notify us within seven (7) business days of receiving the returned item and provide photographic or other reasonable documentation. Myti's liability for any single returned item shall not exceed the wholesale cost of that item as listed on the Myti Marketplace at the time of the original sale. Myti shall not be responsible for damage resulting from the nature of the item itself, inadequate packaging provided by you, or ordinary wear associated with reasonable handling and return processing.

9. Fees and Payments

To receive payments for sales of your products on the Myti Marketplace, you must provide your tax and bank account information through your Myti shop portal, including access to Myti and its agents, as well as any third-party payment processor(s). You authorize Myti and its agents, including any third-party payment processor(s), to process customer payments to you. You may be required to agree to additional terms from such third-party payment processor(s), if applicable.

On a bi-weekly (every two weeks) basis, we will remit to you an amount equal to the Net Revenue less the then-current Services Fee (currently 13%) via ACH bank transfer. You expressly authorize us to withhold such service fee from the Net Revenue as payment for our Services. As noted above in Section 6, Myti will remit to the applicable taxing authorities on your behalf any sales taxes due on all sales made on the Myti Marketplace. Myti will provide you with at least thirty (30) days' written notice before any increase to the Services Fee. Any increase to the Services Fee will apply only to transactions occurring after the effective date of the change. If you do not agree to the increased fee, you may terminate these Terms in accordance with Section 16 before the increased fee takes effect. You acknowledge that payments may be subject to chargebacks, reversals, refunds, returns, credits, and payment processor reserves or holds, and you authorize Myti to deduct or offset such amounts from current or future amounts otherwise payable to you under these Terms.

10. Rights and Terms for the Marketplace

License to the Myti Marketplace

Subject to your compliance with these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable right to use and access the Myti Marketplace during the term of the Services, solely for your internal business purposes. You acknowledge that the Myti Marketplace contains trade secrets of Myti and, to protect such trade secrets and other interests that Myti may have in the Myti Marketplace, you agree that you will not and will not permit any person to (i) frame, mirror, modify or create derivative works of, distribute, sell, or sublicense use of or access to, the Myti Marketplace, or otherwise allow any person to use the Myti Marketplace for any purpose other than for your benefit in accordance with these Terms; (ii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Myti Marketplace; (iii) interfere with, or disrupt the integrity or performance of, the Myti Marketplace, or any data or content contained in or transmitted through the Myti Marketplace; or (iv) use or access the Myti Marketplace or any of our Confidential Information (defined below) to create or offer a competing product or service.

License to the Myti Marks

We are very excited for you to spread the word to your customers and fellow Shopkeepers about our Services and hereby grant you a limited, non-exclusive, royalty-free, and revocable license to use and display the Myti name, designated trademarks, and associated logos (the "Myti Marks"), during the term of the Services, solely in connection with the marketing and promotion of the Services. All goodwill and improved reputation generated by your use of the Myti Marks inures to the exclusive benefit of Myti. We will provide the exact Myti Marks forms for you to use and require that your use of the Myti Marks be in accordance with any trademark usage policies provided by us from time to time.

Reservation of Rights

You acknowledge and agree that we do, and we will continue to solely own all rights, titles, and interests in the Myti Marketplace, the Myti Marks, and all Feedback, including all improvements, modifications, and derivative works thereof, and all intellectual property rights therein.

11. Confidential Information

You may receive confidential, proprietary, or secret access to Information, materials, and ideas from us of a confidential, proprietary, or secret nature ("Confidential Information") in connection with the Services. We ask that you maintain the confidentiality of such Confidential Information unless we authorize you in writing to share Confidential Information on our behalf, including to recruit other shopkeepers. Confidential Information includes but is not limited to, any information regarding the specific features and functions of the Myti Marketplace, business, marketing, design, sales, and other plans and projections, products under development by us, future features of the Myti Marketplace, any Feedback that you provide to us, and any other information that you should reasonably know is proprietary. These Terms will also be considered Confidential Information of Myti. You agree that you will not use Confidential Information for any reason other than to perform your obligations or exercise your rights under these Terms. You also agree that the terms of this Section 11 are reasonable and necessary for protecting our business and that we are entitled to injunctive relief (without proving actual money damages) if you do not comply with this Section 11.

12. Warranty Disclaimer

You assume all responsibility and risk concerning your use of the Services. The Services, the Myti Marks, and Confidential Information are provided on an "AS IS" and "AS AVAILABLE" basis. You understand and agree that, to the fullest extent permitted by law, we disclaim all warranties, representations, and endorsements, express or implied, with regard to the Services, Myti Marks, and Confidential Information, including, without limitation, implied warranties of title, merchantability, non-infringement and fitness for a particular purpose, and any warranties arising out of dealing or usage of trade. We do not warrant that the Services will be uninterrupted or error-free or that errors will be detected or corrected. We do not assume any liability or responsibility for any computer viruses, bugs, malicious code or other harmful components, delays, inaccuracies, errors or omissions, or the accuracy, completeness, reliability, or usefulness of the information disclosed or accessed through the Services. We have no duty to update or modify the Myti Marketplace or the content included on the Myti Marketplace, and we shall not be liable for our failure to do so.

13. Limitation of Liability

In no event, under no legal or equitable theory (whether tort, contract, strict liability, or otherwise), shall we or any of our respective employees, directors, officers, agents, or affiliates be liable hereunder or otherwise for any compensatory, consequential, incidental, indirect, special or punitive damages, lost anticipated profits, loss of goodwill, loss of data, business interruption, the accuracy of results, computer failure or malfunction or the cost of substitute services of any kind, in connection with or arising from the Services, the use of or inability to use the Services, or these Terms, even if we have been advised of or should have known of the possibility of such damages or a limited remedy set forth herein is found to have failed in its essential purpose. In no event will our total liability in connection with or arising out of the Services, the use of or inability to use the Services, or these Terms exceed the Services Fees paid by you to us in the six (6) month period preceding the event giving rise to the claim. Some jurisdictions do not allow the limitation or exclusion of liability for consequential or incidental damages, so the above limitation or exclusion may not apply to you. If any limitation on remedies, damages, or liability is prohibited or restricted by law, we shall remain entitled to the maximum disclaimers and limitations available under these Terms, at law and/or in equity. You hereby release Myti, its employees, managers, members, and agents from all claims, demands, and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way, connected with the listing and/or sale of your products on the Myti Marketplace, including disputes between you and a customer regarding your products.

14. Indemnification

You will indemnify and hold Myti and its officers, directors, employees, and agents harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) the products listed and/or sold by you through the Myti Marketplace, (ii) the Shopkeeper Materials and Shopkeeper Marks, including any Third Party IP Claims, (iii) your access to or use of the Services, or (iv) your violation of these Terms and applicable law.

15. Privacy

Privacy Policy

All information we collect through the Services is subject to our Privacy Policy, which can be found at https://www.myti.com/privacy-policy/. By signing these Terms and using the Services, you consent to all our actions concerning your information in compliance with the Privacy Policy. Notwithstanding the preceding, Myti hereby agrees not to collect information regarding your customers from Shopkeeper Systems without your written consent. The parties agree that the preceding sentence shall not limit Myti's ability to collect and use such information if such information is provided directly to Myti from your customers through the Myti Marketplace or otherwise.

Myti may update its Privacy Policy from time to time. Myti will provide reasonable notice of any material changes to the Privacy Policy through the Services or by other reasonable means. Your continued use of the Services after such notice constitutes your acknowledgment of such updates.

Security; Incident Notification

Myti will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Shopkeeper financial and tax information, including encryption of sensitive data in transit and at rest where appropriate. A "Security Incident" means any unauthorized access to or acquisition of unencrypted Shopkeeper financial or tax information that materially compromises the security, confidentiality, or integrity of such information. In the event of a Security Incident, Myti will notify you without undue delay and in accordance with applicable law. Such notice will include, to the extent known, a description of the incident, the types of information affected, and steps being taken to investigate and mitigate the incident. Myti may engage third-party service providers to process or store such information and will require such providers to maintain reasonable security safeguards.

16. Termination

We may suspend or terminate your use of and access to the Services, including suspending access to or terminating your account, at our sole discretion, at any time by providing notice to you. Without limiting the preceding, we reserve the right to terminate or suspend the operation of your shop on the Myti Marketplace for a violation of these Terms, our policies or applicable law, or any breach of your representations and warranties. You may cancel your account anytime by emailing us at wecare@myti.com, provided that you will remain responsible for performing your obligations in connection with transactions entered before termination and for any liabilities that accrued before or because of termination.

Upon termination of these Terms, you may request an export of your order history, product listings, and sales data within thirty (30) days of termination. Myti will provide such data in a commonly used electronic format within a reasonable time after receiving your request.

Upon termination of these Terms, (i) the rights granted to you pursuant to Section 10 will terminate, and you will cease using the Services, and (ii) you will return or destroy, at our sole option, all Confidential Information in your possession or control, and at our request, certify in writing to us that the Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. Upon any termination, suspension, or cancellation of the Services or your account, the following Sections will survive: Section 4 (Your Feedback); paragraph (b) of Section 5 (Your Materials); the paragraphs titled "Your Products", "Taxes", and "Data Protection" under Section 6 (Your Obligations); Section 9 (Fees and Payments), but only for payments due and owing to us before the termination; Section 11 (Confidential Information); Section 12 (Warranty Disclaimer); Section 13 (Limitation of Liability); Section 14 (Indemnification); Section 15 (Privacy), so long as each party processes and/or retains personal information; Section 16 (Termination); and Section 17 (General Terms).

17. General Terms

Governing Law

These Terms are governed by the laws of the State of Vermont without the application of its conflicts of law principles. Any disputes related to, or arising out of, these Terms or your use of the Services will be subject to the exclusive jurisdiction of the state or federal courts in Chittenden County, Vermont.

Dispute Resolution; Mediation; Binding Arbitration

Any dispute between the parties in connection with these Terms that is not settled to the parties' mutual satisfaction shall be determined by recourse to mediation and, if necessary, arbitration before one arbitrator. The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures (Comprehensive Arbitration Rules and Procedures). Mediation and, if necessary, binding arbitration, may be conducted exclusively by written and telephonic submission and videoconferencing. If in person, all mediation or arbitration will take place in Burlington, Vermont. The parties will share the costs of the mediator and, if necessary, the arbitrator equally. All individual attorney fees, witness costs and all other expenses of the parties will be the sole responsibility of the respective parties. In the event that the arbitrator rules in favor of one party, the arbitrator will have the right to also award the winning party costs and fees (including reasonable attorneys' fees) in connection with the dispute.

Notices

Each party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under these Terms (each, a "Notice") in writing and addressed to the other party at the addresses set forth on the signature page of these Terms (or to such other address that the receiving party may designate from time to time in accordance with this Section). Each party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (with confirmation of receipt other than by automatic read receipt), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (a) upon receipt by the receiving party and (b) if the party giving the Notice has complied with the requirements of this Section.

Force Majeure

Neither you nor we will be responsible for any failure or delay in the performance of its obligations (excluding payment obligations) under these Terms due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.

Relationship of the Parties

The relationship between us is that of independent contractors. Nothing in these Terms will be construed to establish any partnership, joint venture, or agency relationship between us. Neither you nor we will have the power or authority to bind the other or incur any obligations on the other's behalf without the other party's prior written consent.

Entire Agreement

These Terms, including the Shopkeeper Manual and the Privacy Policy (which are incorporated into these Terms by this reference), constitute the entire and exclusive understanding and agreement between Myti and you regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, both written and oral, regarding the Services.

Assignment and Waiver

You will not assign or transfer these Terms without our prior written consent. We may freely assign or transfer these Terms without restriction. Our failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by us.

Severability

If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

Amendment and Waiver

These Terms may be amended by Myti with terms and conditions presented to you through the Services. For non-material changes, your continued use of the Services after receiving notice shall constitute acceptance. For material changes — including changes to the Services Fee, payment terms, or liability provisions — Myti will require your affirmative acceptance through the Services before such changes take effect. Material changes will not apply retroactively. If you do not accept a material change, you may terminate these Terms in accordance with Section 16.

Contact Information

If you have any questions about these Terms, please contact us at wecare@myti.com.

18. Acceptance

Electronic Execution

You agree that these Terms may be executed electronically and that your electronic acceptance, including by clicking to accept, typing your name, or similar action, constitutes your legally binding signature. You consent to the use of electronic records and signatures and acknowledge that you have the ability to access and retain a copy of these Terms. Myti may maintain records of execution, including timestamps, IP address, and a record of the Terms version accepted, which shall be admissible as evidence of your acceptance.

By accepting below, you agree to these Terms, as may be updated from time to time per the paragraph titled "Amendment and Waiver" of Section 17 above.

SUSTAIN LOCAL, LLC D/B/A MYTI
William Calfee, CEO — CVO
1357 Texas Hill Road, Hinesburg, VT 05461