GENERAL TERMS AND CONDITIONS FOR VENDORS AND AFFILIATES

Last Modified Date: November 7, 2024

Cope Americas, LLC (“CopeCart”) operates the sales platform located at CopeCart (the “Sales Platform”), which enables consumers to purchase software, services, or other goods (collectively, “Products”) from owners and producers of such Products (“Vendors”). The Sales Platform also enables third-party advertisers (“Affiliates”) to promote Products on behalf of CopeCart and Vendors. The program whereby Affiliates promote Products is referenced herein as the “Affiliate Program”.

The following General Terms and Conditions (the “GTC” or “Agreement”) constitutes a binding agreement between CopeCart and its Vendors and Affiliates (collectively referred to hereinafter as “Contractual Partner” unless otherwise stated). This Agreement may be amended at any time in CopeCart’s sole and absolute discretion. By submitting an application, accessing, or using the Sales Platform, Contractual Partner confirms that it has read the Agreement and expressly consents to all the terms and conditions contained herein, any amendments thereto, and any additional terms and conditions specified on the Sales Platform.

This Agreement shall commence on the date that Contractual Partner submits an application and CopeCart accepts such application. Contractual Partner must accurately complete the application to become an Affiliate or Vendor, as applicable. CopeCart may accept or reject applications at its sole discretion at any time and for any or no reason. CopeCart may, in its sole and absolute discretion, terminate its relationship with Contractual Partner and revoke access to the Sales Platform and/or Affiliate Program for any reason or no reason, with or without notice. Contractual Partner may terminate this Agreement upon 30 days’ written notice to CopeCart.

In the event this Agreement is terminated by either party, Contractual Partner shall immediately cease using CopeCart’s Sales Platform and any related services, cease using any CopeCart links or order forms, cease any Promotions as defined in Section V, and return or destroy all of CopeCart’s Confidential Information, as defined by Section VII. Within 30 days of termination, Contractual Partner shall provide written certification that Contractual Partner has returned or destroyed CopeCart’s Confidential Information.

Upon termination, Contractual Partner shall no longer be entitled to compensation of any kind. Except as provided in this section, CopeCart will pay any unpaid Vendor Payments (as defined in Section IV(E)), Affiliate Commissions (as defined in Section V(B)), or other kinds of payments in accordance with this Agreement.

In the event that a Contractual Partner breaches this Agreement, or if CopeCart suspects that Contractual Partner has breached this Agreement, Contractual Partner shall forfeit any unpaid Vendor Payments (as defined in Section IV(E)), Affiliate Commissions (as defined in Section V(B)), or other kinds of payments otherwise due to be paid by CopeCart. Alternatively, CopeCart, in its sole discretion, may elect to withhold unpaid Vendor Payments and Affiliate Commissions, or deduct the amount of previously paid Affiliate Commissions and Vendor Payments to Contractual Partner from future payments due to Contractual Partner (collectively, the “Withholding”) if:

• CopeCart suspects or determines, in its sole discretion, that Contractual Partner has breached this Agreement or violated any applicable law, rule, or regulation;
• CopeCart receives any complaints about Contractual Partner which CopeCart reasonably believes to indicate Contractual Partner breached this Agreement or violated any applicable law, rule, or regulation; or
• CopeCart determines, in its sole discretion, that CopeCart paid Contractual Partner Affiliate Commissions or Vendor Payments as a result of Contractual Partner’s breach of this Agreement or violation of any applicable law, rule, or regulation. The Withholding shall be used to offset CopeCart’s actual or potential losses and liabilities, including but not limited to CopeCart’s attorneys’ fees and costs, as a result of Contractual Partner’s breach of this Agreement. The Withholding is in addition to any other rights and remedies in law or equity that CopeCart may have as a result of Contractual Partner’s breach of this Agreement.

A. Vendors

Vendor represents and warrants that:

• Vendor has full right and authority to enter this Agreement.
• Vendor’s Products shall comply with all applicable laws, rules, and regulations, the Products shall be fit for the uses for which the Product is normally intended, and the Products will be properly packed and secured in such a manner as to enable it to reach the consumer in good condition. If Vendor is not the original manufacturer of the Products, Vendor shall ensure that Vendor’s product descriptions or specifications comply with all product descriptions or specifications provided by the original manufacturer.
• Vendor shall comply with all applicable laws, rules, and regulations regarding the sale and marketing of Vendor’s products, including without limitation the Federal Trade Commission Act, the Food Drug and Cosmetic Act, the Dietary Supplement Health and Education Act, Federal Trade Commission Endorsements Guides, the Federal Trade Commission’s Telemarketing Sales Rule, the CAN-SPAM Act of 2003 and all state anti-spam laws such as California Business & Professions Code Section §§ 17529.5, 1798.83, the Telephone Consumer Protection Act and state mini-TCPA statutes, state and data privacy regulations such as the Children’s Online Privacy Protection Act, the California Online Privacy Protection Act and the California Consumer Privacy Act, the California Health and Safety Code section 25249.6 (“Proposition 65”), the General Protection Data Regulation (for EU vendors, affiliates or customers), and any other applicable national, federal, state, and local consumer protection laws, regulations, and standards.
• When Vendor advertises its Products and utilizes the Sales Platform in order to complete consumer transactions, Vendor shall comply with all additional restrictions and advertising rules provided in Section III of this Agreement.
• Vendor is the holder of all rights in the Products offered for sale, and Vendor either owns or has the legal right to use and distribute all content, copyrighted material, intellectual property in marketing materials Vendor uses to market Vendor’s Products. This includes, but is not limited to, product descriptions, product information, images, customer reviews, any other materials on Vendor’s website, as well as the content or information provided to CopeCart under Section (II)(A)(6) of this Agreement.
• If Vendor chooses to use CopeCart’s Affiliate Program to promote any of its products (as described in Section V), Vendor shall make available to CopeCart via the applicable platform, the graphic and textual links and other creative materials such as text ads, graphic ads, video ads, “from” and “subject” lines, and copy associated with the Promotion that Affiliates may display on websites owned or controlled by Affiliates, in emails sent by Affiliates, and in Affiliate’s online advertisements (“Approved Copy”). All express or implied advertising claims in Vendor’s Approved Copy must be truthful, not misleading or deceptive, and adequately substantiated, as defined by applicable law or regulation. Prior to including any advertising claim in the Approved Copy, Vendor must possess competent and reliable evidence supporting the truthfulness and accuracy of the claim. The Approved Copy shall not contain any express or implied claims about the efficacy or expected results of using any product unless those claims can be substantiated as required by applicable law or regulation. Vendor shall maintain a file containing the substantiation for all express or implied claims in the Approved Copy. Vendor shall provide CopeCart with a copy of all substantiation for its advertising claims upon forty-eight (48) hours written notice.
• Vendor shall prominently post and make available to end-users on Vendor’s website, a privacy policy in compliance with all applicable laws that clearly, conspicuously, and accurately discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with this Agreement and the provision of such personally identifiable information to CopeCart.
• Vendor shall comply with the terms, conditions, guidelines, and policies of any third-party services used by Vendor in connection with this Agreement, including but not limited to, email providers, social networking services and ad networks, including without limitation, any terms of service, privacy policy, promotions guidelines, advertising guidelines, copyright policy, branding and promotion policy, guidelines, or principles and policies, provided that these comply with applicable laws, rules, and regulations.
• Vendor has disclosed to CopeCart, prior to executing this Agreement, the existence of any past federal or state decrees, orders, or consent agreements, and any pending formal or informal government investigations or prosecutions by any federal or state governmental or regulatory body or agency, or any industry regulatory authority against Vendor.
• Vendor shall notify CopeCart of any complaint received by Vendor regarding any Product, Promotion, or advertisement used in connection with Vendor’s Products within twenty-four hours of receiving such complaint.
• In the event a Vendor account balance is negative at any time, Vendor agrees within three (3) business days of such event to restore such account to zero or a positive balance.

B. Affiliates.

Affiliate represents and warrants that:

• Affiliate shall comply with all applicable laws, rules, and regulations when Promoting Vendor’s products, including without limitation the Federal Trade Commission Act, the Food Drug and Cosmetic Act, the Dietary Supplement Health and Education Act, Federal Trade Commission Endorsements Guides, the Federal Trade Commission’s Telemarketing Sales Rule, the CAN-SPAM Act of 2003 and all state anti-spam laws such as California Business & Professions Code Section §§ 17529.5, 1798.83, the Telephone Consumer Protection Act and state mini-TCPA statutes, state and data privacy regulations such as the Children’s Online Privacy Protection Act, the California Online Privacy Protection Act and the California Consumer Privacy Act, the California Health and Safety Code section 25249.6 (“Proposition 65”), the General Protection Data Regulation (for EU vendors, affiliates or customers), and any other applicable national, federal, state, and local consumer protection laws, regulations, and standards.
• Affiliate shall comply with all additional restrictions and advertising rules provided in Section III of this Agreement.
• Affiliate shall not use any trademark, service mark, trade name, trade dress, logo, copyright, or other intellectual property of Vendor (including the names of branded products) except with the written permission of CopeCart or Vendor, as applicable. Further, Affiliate shall not promote or provide services to any other business or person that uses any trademark, service mark, trade name, trade dress, logo, copyright, or other intellectual property of Vendor (including the names of branded products) except with the written permission of Vendor or CopeCart, as applicable. Except to the extent that a third-party has given written permission, Affiliate shall not use any trademark, service mark, trade name, trade dress, logo, copyright, or other intellectual property of any third-party.
• Affiliate shall not misrepresent Vendor or its products. Affiliate shall not make any claim about the features, attributes, characteristics, efficacy, actual or anticipated results, or other qualities of any of Vendor’s products (collectively, “Advertising Claims”) unless Vendor has provided such Claims to CopeCart specifically for Affiliate to use in Promotions. Affiliate shall defend, indemnify and hold CopeCart harmless, and assume full and sole responsibility, for Advertising Claims used in any Promotion that Vendor and/or CopeCart’s did not provide and/or approve for Affiliate’s use.
• CopeCart shall make available to Contractual Partner, via the applicable platform Approved Copy (e.g., graphic and textual links and other creative materials such as text ads, graphic ads, video ads, email “from” and “subject” lines, and copy) associated with a particular Promotion. Affiliates may display Approved Copy on websites owned or controlled by Affiliate, in emails sent by Affiliate, and in Affiliate’s online advertisements. Affiliate may only promote a Vendor’s Products using the Approved Copy provided by CopeCart or pre-approved by CopeCart in writing. Affiliate may not agree not to alter, modify, or otherwise change any Advertising Claims, Approved Copy, or other content provided or previously approved by CopeCart without the prior written approval of CopeCart. In the event that CopeCart instructs Affiliate to cease using certain Approved Copy, Affiliate shall cease all use within one (1) business day.
• Affiliate shall abide by CopeCart’s return and cancellation policies and any other applicable terms and conditions of sale. Affiliate shall not promote any Product in a manner that suggests, whether explicitly or implicitly, that the consumer’s purchase is subject to terms that are different from CopeCart’s return policy, cancellation policy, or any other applicable terms and conditions without CopeCart’s prior express written consent.
• Affiliate has disclosed to CopeCart, prior to executing this Agreement, the existence of any past federal or state decrees, orders, or consent agreements, and any pending formal or informal government investigations or prosecutions by any federal or state governmental or regulatory body or agency against Affiliate.
• In the event an Affiliate account balance is negative at any time, Affiliate agrees within three (3) business days of such event to restore such account to zero or a positive balance.

A. General Restrictions.

In addition to the Contractual Partner’s obligations under Section (II)(A) and Section (II)(B), as applicable, no marketing content published or otherwise distributed by Contractual Partner shall:

• Contain content that is an invasion of privacy, degrading, libelous, unlawful, deceptive, profane, obscene, pornographic, tends to ridicule or embarrass, or is in bad taste, at the sole discretion of CopeCart;
• Spawn malicious, false, or deceptive pop-ups or exit pop-ups;
• Generate Leads that are not initiated by the affirmative acts of a consumer (i.e., the consumer clicking on the Promotion);
• Promote any illegal activity including, without limitation, gambling, illegal substances, software piracy, or hacking;
• Promote violence, discrimination based on protected characteristic, sexual content, alcohol, tobacco, prescription or over-the counter drugs; or
• Spoof, or redirect, traffic to or from any adult-oriented web sites or other web sites not specifically designated by Vendor and/or CopeCart, as applicable, as a landing page.

B. Additional Prohibited Actions.

In addition to Contractual Partner’s obligations under this Agreement, Contractual Partner shall not:

• Incentivize lead generation by offering incentives, including, but not limited, points, rewards, cash, or prizes, to consumers in return for their response to a Promotion;
• Use surveys;
• Serve advertisements, or drive traffic to advertisements, using any adware, spyware, plug-ins, pop-ups, pop-under technologies, or similar downloadable applications, or use offer walls of any kind unless authorized by CopeCart;
• Use not use malware, cloak the IP addresses, or generate proxy server traffic;
• Use the Affiliate Program as a rebate system;
• Broker Promotions to any networks or any third parties without CopeCart’s prior written permission;
• Infringe intellectual property or personal rights of any third party, (including any variations or incorrect spellings of third-party brands and/or brand names in any domain names, usernames, or other descriptions); or
• Engaging in consumer fraud, banking fraud, credit card fraud, sending unwanted advertising (spamming), or other illegal sales activities that violate applicable provisions of law.

C. Advertising Rules.

Vendors shall only advertise their Products, and Affiliates may only conduct Promotions, under this Agreement using the marketing channels permitted by CopeCart.

1. Email Advertising.

When using email as an advertising or promotional method, Contractual Partner shall comply with the following Email Content Requirements and Email Suppression and Monitoring Requirements:

a. Email Content Requirements.

Contractual Partners shall ensure that:

• Emails comply with all applicable statutes, including CAN-SPAM (15 U.S.C. § 7701) and all state anti-spam laws such as California Business & Professions Code § 17529. If Contractual Partner sends emails to Canadian or European Union email addresses or email addresses corresponding to Canadian or European Union users, Contractual Partner shall comply with all applicable international, federal, state, and local laws, rules, and regulations including but not limited to Canada’s Anti-Spam Legislation and the General Data Protection Regulation 2016/679.
• Emails have accurate email header information (including source, destination, date and time, and routing information) and accurate, non-misleading subject lines and from lines.
• Affiliates may only use Approved Copy and “from” lines and “subject” lines provided by approved by CopeCart in writing. Affiliates are prohibited from removing or altering “from” and “subject” lines provided to Affiliate by CopeCart.
• Emails include an originating email domain name that is openly and accurately registered to the person or entity who transmitted the message. The use of an originating email domain name that is privately registered, or registered with information this is false, fails to identify the person or entity who transmitted the email message or fails to provide accurate contact information for the person or entity who transmitted the email message, is prohibited. Contractual Partner must not use email accounts or domain names that use information that falsifies the identity of the registrant.
• Emails may not have false or misleading subject line that attempts to disguise or conceal the content of the email, or Contractual Partner as the sender of the email.
• Emails include a clear and conspicuous identification that the message is an advertisement or solicitation. Such an identification shall state “This is an advertisement” per subsection (vii) below.
• Emails include (a) clear and conspicuous notice of the recipient’s right to opt-out of receiving future emails from Advertiser; and (b) a functioning return email address or other Internet-based mechanism that a recipient may use to make such an “opt-out” request. Such a notice shall state: This is an advertisement. If you would prefer not to receive future marketing messages from us, click here or write to [Company Name], [Street Address], [City], [State] [Zip Code].
• Acceptable methods include (a) having an unsubscribe link in each email delivered which is unique to the recipient, (b) having a link to a non-password protected website where the individual can “opt-out” from receiving further email solicitations from Contractual Partner, or (c) allowing the recipient to respond to a functioning return electronic email address with a message that is either blank or has “Unsubscribe” in the subject line. In every case, the unsubscribe process must be both easy to use and effective. The opt-out mechanism must remain active for at least thirty days from the date of the email.
• Emails include CopeCart’s physical address, as well a valid postal address for the sender or initiator of the email (i.e., the Vendor or Affiliate, as applicable).
• Emails include no gibberish language, including any foreign languages or symbols.

b. Email Suppression and Monitoring Requirements.

Contractual Partners shall ensure that:

• All emails sent by Contractual Partner shall be delivered only to addresses on email lists owned or managed solely by Contractual Partner. Contractual Partner represents and warrants that the recipients of all email addresses used by Contractual Partner in connection with this Agreement have manifested affirmative, direct consent to receive commercial emails from Contractual Partner. Contractual Partner shall maintain at all times during the term of the Agreement, and for a period of four years thereafter, complete and accurate subscriber signup/registration data for every email address on each such list. Contractual Partner agrees that, within twenty-four (24) hours of CopeCart’s request, Contractual Partner shall provide, at a minimum, the following subscriber sign-up and registration data for any email address to which any email is sent under this Agreement: (a) subscriber’s IP address; (b) date and time of subscriber’s sign-up/registration; (c) location and URL of website of subscriber’s sign-up and registration; and the email address and other information submitted by subscriber at the time of sign up.
• Vendors shall provide CopeCart with a list of all email addresses associated with recipients who have “opted-out” or requested that Vendor stop sending emails to that recipient (“Suppression List”).
• All unsubscribe requests must be honored within ten (10) days from receipt of request. Affiliates and Vendors (as applicable) shall maintain electronic or tangible records confirming the removal of such emails from email lists for verification by CopeCart.
• Within one (1) day of a consumer’s opt-out request, Contractual Partner shall provide the unsubscribe request to Vendor or Affiliate (as applicable).
• Contractual Partner must remove from any email transmission list any email address associated with any person who previously requested not to receive email solicitations from or on behalf of Affiliate or Vendor.
• Contractual Partner is responsible for any sending of email messages as well as proper usage of the Suppression List.
• Contractual Partner must not sell, lease, exchange or otherwise transfer or release any opt-out email address on the Suppression List or as otherwise collected by Affiliate or Vendor, except as required by law. The Suppression List shall be considered Confidential Information, as defined herein, and Affiliate shall not use the Suppression List either directly or indirectly for business purposes whatsoever for any purpose other than to fulfill its obligations under this Agreement.
• Contractual Partner must provide reasonable assistance to enable Vendor and/or CopeCart to monitor email messages to ensure compliance with the Advertising Rules.
• Contractual Partner must not send email messages to email addresses that have been improperly obtained, including addresses harvested from the Internet without consent and randomly generated addresses.
• Contractual Partner must not send email messages from accounts obtained using scripts or other automated means of registering for multiple email accounts.
• Contractual Partner must not send emails for the purpose of harvesting the email addresses in order to send future unsolicited emails.
• Upon request from Vendor or CopeCart (which may be by phone or email), Contractual Partner shall immediately stop sending any emails that contain a particular advertisement or advertising material, or that pertain to a particular Promotion.
• Prior to any emailing, Contractual Partner must scrub against the applicable suppression files, and thereafter Contractual Partner must scrub against the applicable suppression files at least every seven days.

2. Phone and Text Message Advertising.

Contractual Partner shall not send or use text messages or telephone calls, SMS, MMS messages (including any telephone calls using prerecorded voice or sending “ringless voicemails”) unless CopeCart provides its prior express written permission, in which case Contractual Partner shall comply with each of the following requirements:

• Contractual Partner shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations and codes concerning telemarketing and text message marketing, including but not limited to including, but not limited to the Telephone Consumer Protection Act (47 C.F.R. § 227) (“TCPA”), the Telemarketing and Consumer Fraud and Abuse Prevention Act (15 U.S.C. §§ 6101-6108), the Telemarketing Sales Rule (16 C.F.R. Part 310), Federal Communications Commission rules implementing the TCPA and court decisions interpreting the TCPA, and all federal and state “Do Not Call” laws, rules, and requirements.
• Contractual Partner shall obtain “prior express written consent” from every recipient to which it places any telephone call or sending any text messages, as that term is defined under the TCPA, TSR, and decisions and orders issued by the Federal Communications Commission and interpreting courts.
• Contractual Partner shall not place any calls to telephone numbers listed on the U.S. national Do Not Call list and all state Do Not Call lists, as well as any other lists that may be provided to Contractual Partner by CopeCart.
• Contractual Partner shall comply with all applicable laws, rules, and requirements concerning disclosures, opt-outs, and revocation of consent.
• Contractual Partner shall implement written policies and procedures to comply with applicable laws, rules, and regulations concerning telemarketing.
• Contractual Partner shall maintain an internal “Do Not Call” list of consumers who have requested not to receive telephone solicitations from or on behalf of Contractual Partner and shall not make any outbound calls or send outbound text messages to any telephone numbers or consumers listed on Contractual Partner’s internal “Do Not Call” list. Contractual Partner shall inform CopeCart immediately, but in no less than 24 hours, after receiving any “do not call” request from a consumer or revocation of consent to receive telephone calls or text messages concerning CopeCart, its products, or the services hereunder.

3. Text Messaging Opt-In and Opt-Out

By using our services or engaging with our platform, you hereby consent to receive text messages, including SMS and MMS messages, from CopeCart for informational and promotional purposes. You also acknowledge that message and data rates may apply as per your mobile carrier's terms and conditions.

• Opting Into Text Messaging: You have the option to opt in to receive text messages from us. To opt in, please follow the instructions on our website or our mobile application or platform. By opting in, you agree to receive text messages described in this clause.
• Opting Out of Text Messaging: You may opt out of receiving text messages at any time by texting "STOP," following our website's instructions, or contacting our Support team. Once you opt-out, you will no longer receive text messages from us, except for messages related to your account or as required by law.
• Message Frequency: Message frequency may vary and is determined by the type of content and notifications you have subscribed to. You will not receive excessive messages, and we will make reasonable efforts to respect your preferences and message frequency limitations set by applicable laws and regulations.
• Data Privacy and Security: We value your privacy and will handle your personal information in accordance with our Privacy Policy. Your consent to receive text messages is subject to our Privacy Policy, which you should review for more details about how we collect, use, and protect your data.
• Additional Terms: Your mobile carrier's standard message and data rates may apply to text messages. You are solely responsible for any charges incurred. Please check with your mobile carrier for details.
• By opting in and using our services, you acknowledge and agree to the terms outlined in this Text Messaging Opt-In and Opt-Out Clause. If you do not agree with these terms, please refrain from opting in and using our text messaging services.

4. Endorsements and Testimonials.

Vendors are prohibited from using an Endorsement or Testimonial to advertise Vendor’s products under this Agreement, unless CopeCart has given prior express written consent. Affiliates may not use an Endorsement or Testimonial, unless CopeCart has received, reviewed and provided express, prior written consent to such advertising. “Endorsement” or “Testimonial” (collectively “Testimonial”) means any advertising message (including but not limited to consumer testimonials, celebrity or expert endorsements, blogs, verbal statements, demonstrations, or depictions of the name, signature, likeness or other identifying personal characteristics of an individual or the name, logo or seal of an organization) that consumers are likely to believe reflects the opinions, beliefs, findings, or experience of a party other than Advertiser. This restriction includes the following:

• Contractual Partner shall not use any Testimonial unless such Testimonial complies with the Federal Trade Commission’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations).
• Consistent with this, the Endorser may not use false Testimonials, and all Testimonials must reflect the honest opinions, findings, beliefs and/or experience of the Endorser, and shall not convey an express or implied representation that would be deceptive if made directly by Vendor or CopeCart.
• Further, no Testimonial may contain representations for which the Vendor or Affiliate does not have substantiation or that would be considered deceptive.
• If the Testimonial represents that the Endorser uses Advertiser’s product or service, the Endorser must have been a bona fide user of it at the time the Testimonial was given, and Vendor or Affiliate may use the testimonial only as long as the Vendor or Affiliate has good reason to believe that the Endorser continues to subscribe to the views presented.
• The advertisement must include a clear and conspicuous disclosure of any material connection between the Vendor or Affiliate disseminating the advertisement and Advertiser. Examples of “material connections” that must be disclosed include, but are not limited to: (i) compensation or consideration (benefits or incentives such as money, loaner products, review items, rewards, points, prizes, free or discounted items or services, promotional items or services, in-kind gifts, samples, coupons, or special access privileges) provided by Vendor or Affiliate, or (ii) a relationship between Vendor and Affiliate (such as a present or former employment or agency relationship or some other contractual or other relationship that may or may not be anticipated by the reader of the advertisement).

A. Application/Account Creation and Product Registration.

Vendor must create an account and submit an application to access the Sales Platform. By creating an account, you warrant that the information provided is truthful and accurate and that Vendor is not misrepresenting their identity. CopeCart will review Vendor’s information and may, in its sole discretion, determine whether to allow Vendor to access the Sales Platform. Vendor is responsible for maintaining the confidentiality of any credentials used to access Vendor’s account, and Vendor agrees not to transfer Vendor’s password or username, or lend or otherwise transfer Vendor’s use of or access to Vendor’s account to any third party. Vendor is fully responsible for all transactions with, and information conveyed to, CopeCart under Vendor’s account. Vendor agrees to immediately notify CopeCart of any unauthorized use of Vendor’s credentials or any other breach of security related to Vendor’s account. Vendor agrees that CopeCart is not liable, and Vendor will hold CopeCart harmless, for any loss or damage arising from Vendor’s failure to comply with any of the foregoing obligations. Please see Section VIII below for additional information regarding Vendor’s indemnification obligations.

B. Product Registration.

Upon creating an account, Vendor will be able to set up and register individual Products for sale using the Sales Platform. Instructions for product setup can be found on CopeCart’s website. Vendor authorizes CopeCart to list all products registered by the Vendor for sale via the Sales Platform in a searchable online product marketplace operated by CopeCart and to offer them for sale to buyers.

At any time, CopeCart may, at its own discretion, for any or no reason, with or without notice to the Vendor and without warranty for contractual penalties or liability claims, delete and remove products from the Sales Platform marketplace.

C. Sale of Products to Consumers.

CopeCart will provide Vendor a link that Vendor may integrate into its sales page (“Link”). End consumers who view Vendor’s sales page and choose to purchase the Product will be directed to the Sales Platform to complete the order. If a consumer completes an order on the Sales Platform, CopeCart will facilitate the purchase of the corresponding Product by the customer from the corresponding Vendor. Upon completion of the order, CopeCart will notify Vendor of the consumer’s order via email, API, or some other mutually agreeable method. CopeCart’s fee for any product sales will be reflected in the Sales Platform, and expressly incorporated into this Agreement including in Section (IV)(E).

Vendor shall fulfill the order submitted by the consumer and send the Product directly to the consumer. Vendor shall deliver the Product in accordance with the shipping method selected by the consumer or a digital download. Vendor is not permitted to substitute the ordered product unless Vendor receives CopeCart’s prior written consent. All order forms, receipts, and order confirmation forms shall reflect that the consumer purchased the product directly from the Vendor. For the avoidance of any doubt, the consumer’s contract to Purchase the product shall be between the Vendor and the consumer, with CopeCart acting as an agent, not a reseller.

D. Vendor Obligations.

In addition to Vendor’s obligations under Section (II)(A) and Section (III) of this Agreement, vendor shall:

• Provide a valid email address which CopeCart may use to send inquiries that must be answered by the end of the next business day. Vendor shall provide CopeCart with a non-automated response within one business day. The Vendor must report to CopeCart all complaints based on a violation of terms and conditions or legal violations that become known in relation to a Product within two (2) business days. This reporting obligation also applies to the threat of filing complaints. Vendor shall support CopeCart in responding to any complaints by taking any necessary steps and appropriate actions at Vendor’s expense.
• Comply with applicable laws and regulations concerning collection of taxes associated with Product purchases, which may vary by country. Vendor shall assume the full responsibility for the timely payment of any taxes due.
• Vendor shall fulfill all incentives or promotions Vendor promises to Affiliates. Vendor shall forgo incentives or promotions for Affiliates without an express statement that they are exclusively provided by the Vendor and not by CopeCart.

Affiliates may advertise a product and thus promote sales of such product (engage in “Promotions”) as part of the Affiliate Program. For such activities, the Affiliate will receive a commission from CopeCart (“Commission”) that is specified for the promoted Product on the Sales Platform.

1. Promotions.

CopeCart may provide Links that Affiliate may use to promote the Products. Vendors may make available to Affiliate graphic and textual links and other creative materials such as text ads, graphic ads, video ads, from and subject lines, and copy associated with the Promotion that Affiliate may display on websites owned or controlled by Affiliate, in emails sent by Affiliate, and in Affiliate’s online advertisements. CopeCart may, in its sole and absolute discretion, terminate or change any Promotion, and deactivate, change, or remove any Link for any or no reason.

Affiliate shall discontinue use and dissemination of the Promotion and Link immediately upon CopeCart’s request.

2. Affiliate Commissions.

The Commission paid to Affiliate shall be specified on the Sales Platform for the corresponding Products and Promotions. Affiliate’s Commission is based on the Product to be marketed and will be agreed upon individually and may be calculated on the basis of the Sales Price. With the exception of Promotions designated as “Cost Per Action,” if an end-consumer returns, requests a refund, or initiates a chargeback for a Product, CopeCart shall deduct the corresponding amount from Affiliate’s Commission. With the exception of Promotions designated as “Cost Per Action,” if a chargeback, refund, or return is initiated after the corresponding Commission has been paid to Affiliate, CopeCart reserves the right to deduct such amount from future Commissions to Affiliate. Affiliate shall not receive a Commission if an Affiliate is also a Vendor and buys its own Product.

3. Restrictions of Use of Third-Party Affiliates.

Contractual Partner represents and warrants that it shall not use sub-affiliates, third party affiliates, or its own network, each a “Third-Party Affiliate” for purposes of this Agreement, without CopeCart’s prior written consent. Without limiting the foregoing, Contractual Partner shall not broker Promotions to any Third-Party Affiliate, or to any directly enrolled affiliates, without CopeCart’s prior written permission. If CopeCart permits Contractual Partner to engage its affiliate network (the “Network”) to provide services hereunder (including placing Promotions for access and use by affiliates in the Network) then the provisions set forth below apply.

• Contractual Partner shall contractually bind, to all terms of this Agreement, all of its Third-Party Affiliates who perform services under this Agreement. Thus, Contractual Partner shall require and confirm that all Third-Party Affiliates affirmatively accept, through verifiable means, terms substantively identical to this Agreement prior to obtaining access to the Promotions. If a Third-Party Affiliate fails to adhere to the requirements set forth herein, in addition to other remedies available to CopeCart, Contractual Partner may be terminated at CopeCart’s sole discretion, and Contractual Partner shall indemnify CopeCart for any resulting third-party claims against it.
• Contractual Partner shall not permit any party to be a Third-Party Affiliate whose advertising or business model concerns content or marketing channels prohibited by this Agreement.
• Contractual Partner agrees that for the purposes of this Agreement, the acts and omissions of its Third-Party Affiliates shall be deemed Contractual Partner’s acts and omissions regardless of whether such Third-Party Affiliates bound themselves to this Agreement or any other agreement. Affiliate is responsible for any Third-Party Affiliate’s breach of this Agreement regardless of whether Third-Party Affiliates execute this Agreement or any other agreement. Without limiting the foregoing, Contractual Partner shall defend and indemnity CopeCart for any act or omission by any Third-Party Affiliate.
• Contractual Partner shall periodically audit Third-Party Affiliates, and permit CopeCart to audit Third-Party Affiliates upon written request, to ensure Third-Party Affiliates are in compliance with the law and this Agreement. Contractual Partner shall promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. Without limiting foregoing, at CopeCart’s request, Contractual Partner shall provide reasonable assistance to enable CopeCart to monitor compliance with all applicable laws and provisions under this Agreement.
• Upon written notice from CopeCart, Contractual Partner shall immediately remove any Third-Party Affiliate from disseminating the Promotions or providing services in connection with this Agreement and terminate their access to the Promotions.
• Contractual Partner agrees that CopeCart is under no obligation to pay a Third-Party Affiliate. CopeCart further reserves the right to withhold or refuse Commissions to Contractual Partner, and charge back or obtain a refund from Contractual Partner for previously paid Commissions, in the event that any of its Third-Party Affiliates breach this Agreement or the law.

• Pursuant to these terms and conditions, CopeCart grants the Contractual Partner a non-exclusive, non-sublicensable, revocable license entitling the Contractual Partner to use the Sales Platform, including the web server, computers, and networks available at CopeCart, used to make such website available for purposes set out in this Agreement, solely for the purpose of providing the Product to end-consumers. All rights not granted herein are reserved. Contractual Partner is not permitted to, and shall not, use the name, trademarks, service marks, or other rights to intellectual property belonging to CopeCart in any form that creates the impression of being a part of or approved by CopeCart without the express, advance, and written consent of CopeCart. Any authorization granted by CopeCart may be revoked at any time, for any reason. CopeCart grants the Contractual Partner limited, revocable authorization to use the name “CopeCart” and “CopeCart.com” exclusively as a watermark; in a descriptive text on a website as a key word; as a search term; as a seeding element for a web search engine; in metatext or in a hidden text; as a sub-domain or domain name at a secondary or tertiary level; and to identify products or in connection to advertisement.
• Vendor grants CopeCart a non-exclusive, irrevocable, sublicensable, worldwide right to use and exploit the Product and corresponding advertising material in a comprehensive manner, in particular for the purpose of commercial marketing. This grant expressly includes all forms of offering and promoting the products online, in particular the inclusion in fee-based or free online services, price search engines, blogs, and websites. To the extent the Product is a digital product, Vendor further grants CopeCart the following additional rights of use: authorization to permit the end customer to permanently store the Product; the right of duplication, making publicly accessible and dissemination, i.e. the right to duplicate, make publicly available or publicly perform the Product with the aid of any available technical capabilities, in particular by means of digital integration into a website operated by CopeCart; the right to make available on demand, i.e. the right to store the Product, to hold it ready for public access, to transfer it to one or more persons who seek access and to analogue or digital electronic databases, electronic data networks, and telecommunications services networks; the right to public performance; and the right to modify the Product itself or have it modified by third parties subject to preservation of author’s rights, to edit the Product, in particular for purposes of integrating the Product into the Sales Platform. In connection with the performance of this contract, Vendor grants CopeCart the right to use the respective title of the Products as well as names, logos, images, trademarks, and business designations both Vendor and author of the Product including expressly for promotional purposes. Without limiting the foregoing, Vendor grants CopeCart the right to sub-licenses the rights granted herein.

The Contractual Partner may be granted access to CopeCart’s confidential information (“Confidential Information”) as part of this Agreement. Confidential Information shall include, but not be limited to: the identity of other contractual partners, information about buyers, information about physical security and data security, technical data, CopeCart marketplace statistics and sales data, know-how, information about business processes, methods and marketing strategies, the existence and terms of this Agreement, CopeCart’s business and financial information, data reports, research, product plans, email mailing lists, marketing plans, software developments, inventions, processes, designs, drawings, hardware configuration information, marketing or financial data customer and vendor lists, and pricing and sales information. Such Confidential Information shall also include CopeCart’s trade secrets. Except as necessary to satisfy its obligations under this Agreement, Contractual Partner may not use or disclose Confidential Information to third parties without the prior express written consent of CopeCart. Contractual Partner shall not disclose to any third party, or permit any other person or entity access to, the Confidential Information except as required by an employee, agent, officer, director, partner, or representative of Contractual Partner to perform its obligations under this Agreement. Contractual Partner shall use at least the same degree of care, but not less than reasonable care, to prevent disclosure of Confidential Information to third parties. Confidential Information may not be used to divert, advertise to, or market to CopeCart customers with regard to products or services that directly or indirectly compete against CopeCart or CopeCart services including the function of the marketplace.

Contractual Partner shall immediately notify CopeCart in writing of all circumstances surrounding any unauthorized possession, use, access, knowledge, or disclosure of Confidential Information. If Confidential Information is required to be disclosed by operation of law via a third party or court request, such as a subpoena requesting Contractual Partner to disclose such information, Contractual Partner shall immediately inform CopeCart in writing sufficiently in advance of disclosure to allow CopeCart to challenge disclosure, prior to the time commanded to produce or disclose such Confidential Information. Contractual Partner agrees to cooperate in whatever way CopeCart requests to attempt to protect Confidential Information from disclosure by operation of law. Contractual Partner agrees that its obligations in this section are necessary and reasonable in order to protect CopeCart and its business, and Contractual Partner agrees that the remedy of damages would be inadequate to compensate CopeCart for any breach by Contractual Partner of its obligations set out under this section. Accordingly, in addition to any other remedies that might be available, CopeCart shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Contractual Partner, without limiting any other rights and remedies to which CopeCart may be entitled.

“Confidential Information” does not include suggestions, submissions, comments, ideas, concepts, informational materials, and feedback (“Feedback”) sent to CopeCart by the Contractual Partner. Contractual Partner grants CopeCart and the licensees a global, perpetual, irrevocable, non-exclusive, royalty-free, and transferable license, which may be sub-licensed, to reproduce, present publicly, to distribute, perform, broadcast, edit, modify, alter, and publish, as well as for the sale, commercial use, exploitation, and disclosure of such information for any purpose and in any form in any currently known media. By transmitting any Feedback to CopeCart, Contractual Partner represents and warrants that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that Contractual Partner has all rights necessary to convey to CopeCart and enable CopeCart to use such Feedback.

Vendors.

Vendor shall indemnify, defend and hold harmless CopeCart and its subsidiaries, affiliates, partners, and licensors, directors, officers, employees, shareholders, managers, successors, owners, related companies, agents, and assigns against any and all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including attorneys’ fees and related costs (collectively “Claims”), that: (a) arise from the act(s) or omission(s) of the Vendor, Affiliate, Third Party Affiliate, or any other third party; or (b) arise from or are related to breach or non-compliance of this Agreement by Vendor, Affiliate, Third Party Affiliate, or any other third party. If any Claim is or shall be brought against CopeCart, in respect to any allegation for which indemnity may be sought from Vendor, CopeCart shall notify Vendor of any such Claim of which it becomes aware. Vendor shall provide reasonable cooperation, at Vendor’s expense, in connection with the defense or settlement of any such Claim. CopeCart shall be entitled to participate in the defense or settlement of any Claim, including Vendor’s selection of legal counsel. Notwithstanding anything in this Agreement to the contrary, CopeCart may select legal counsel to represent it in any matter for which Vendor is obligated to indemnify CopeCart, and Vendor shall pay all of CopeCart’s legal fees, expenses, and costs related to the defense of any Claim. Vendor shall not agree to any judgment or enter into any settlement of a Claim without CopeCart’s prior written consent.

Affiliates.

Affiliate shall indemnify, defend and hold harmless CopeCart and its subsidiaries, affiliates, partners, and licensors, directors, officers, employees, shareholders, managers, successors, owners, related companies, agents, and assigns against any and all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including attorneys’ fees and related costs (collectively “Claims”), that: (a) arise from the act(s) or omission(s) of the Affiliate, Third Party Affiliate, Vendor, or any other third party; or (b) arise from or are related to breach or non-compliance of this Agreement by Affiliate, Third Party Affiliate, Vendor, or any other third party. If any Claim is or shall be brought against CopeCart, in respect to any allegation for which indemnity may be sought from Affiliate, CopeCart shall notify Affiliate of any such Claim of which it becomes aware. Affiliate shall provide reasonable cooperation, at Affiliate’s expense, in connection with the defense or settlement of any such Claim. CopeCart shall be entitled to participate in the defense or settlement of any Claim, including Affiliate’s selection of legal counsel. Notwithstanding anything in this Agreement to the contrary, CopeCart may select legal counsel to represent it in any matter for which Affiliate is obligated to indemnify CopeCart, and Affiliate shall pay all of CopeCart’s legal fees, expenses, and costs related to the defense of any Claim. Affiliate shall not agree to any judgment or enter into any settlement of a Claim without CopeCart’s prior written consent.

THE AFFILIATE PROGRAM, SALES PLATFORM, PRODUCTS, AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY SET FORTH HEREIN, CopeCart EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CopeCart DOES NOT WARRANT THAT THE PRODUCTS, PROMOTIONS, SALES PLATFORM, OR ANY OTHER SERVICES PROVIDED BY CopeCart WILL MEET CONTRACTUAL PARTNER’S SPECIFIC REQUIREMENTS, ARE ACCURATE, COMPLETE, OR CURRENT, OR THAT THEIR OPERATION WILL BE ERROR FREE OR UNINTERRUPTED. WITHOUT LIMITING THE FOREGOING, CopeCart DOES NOT GUARANTEE THAT AFFILIATE OR VENDOR WILL EARN ANY SPECIFIC AMOUNT OF MONEY, AND CopeCart EXPRESSLY DISCLAIMS BENEFIT THAT CONTRACTUAL PARTNER MIGHT OBTAIN FROM THE AFFILIATE PROGRAM, SALES PLATFORM, PRODUCTS, AND ANY OTHER SERVICES PROVIDED BY CopeCart. IN NO EVENT SHALL CopeCart BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SALES PLATFORM, PROMOTIONS, PRODUCTS, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT SHALL CopeCart BE LIABLE TO VENDOR FOR THE ACTIONS OR INACTIONS OF AFFILIATES. IN NO EVENT SHALL CopeCart TO AFFILIATES FOR THE ACTIONS OR INACTIONS OF VENDORS. IN THE EVENT THAT CopeCart PROVIDES SERVICES OR INPUT RELATED TO CONTRACTUAL PARTNER’S WEBSITE, WEB PAGES, TECHNICAL SYSTEMS, ADVERTISING, MARKETING, OR ANY OTHER ASPECT OF CONTRACTUAL PARTNER’S OPERATIONS, CONTRACTUAL PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CopeCart SHALL NOT BE LIABLE FOR ANY RELATED OR RESULTING DAMAGES OR CAUSES OF ACTION ARISING THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CopeCart BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CopeCart HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. CopeCart’S CUMULATIVE LIABILITY TO CONTRACTUAL PARTNER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, SHALL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNTS PAID TO CONTRACTUAL PARTNER BY CopeCart TO CONTRACTUAL PARTNER DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM. CONTRACTUAL PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CopeCart SHALL NOT BE RESPONSIBLE FOR ANY ADVERTISING CLAIMS MADE ABOUT PRODUCTS PROMOTED ON THE CopeCart WEBSITE, OR ANY DAMAGES ARISING OUT OF USE OF THE PRODUCTS.

This Agreement shall be governed by and construed in accordance with the laws of Florida. For any dispute arising under this Agreement, the Parties hereby agree to submit to personal jurisdiction in Florida and agree that the exclusive venue shall be the federal or state courts located in Naples, Florida. In the event of any legal proceeding between the Parties, the prevailing party shall be entitled to an award of its reasonable attorney’s fees and have remedy in law and/or equity including, but not limited to, appropriate injunctive relief without the necessity of posting a bond or other security or specific performance.

The waiver by either Party of a breach, right or obligation shall not constitute a waiver of any other or subsequent breach, right or obligation. If any provision of this Agreement is found to be invalid or unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect. This Agreement sets forth the entire agreement between the parties and supersedes all prior proposals, agreements, and representations between the parties, whether written or oral, regarding the subject matter herein. Contractual Partners may assign this Agreement without the prior written consent of the other CopeCart, which shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement to a successor in interest via merger or other acquisition. This Agreement shall be binding upon and shall benefit the Parties and their respective successors and permitted assigns. The Parties agree that they are independent principals. This Agreement shall not be construed to create any employment relationship, partnership, joint venture, or agency relationship between the Parties or to authorize a Party to enter into any commitment or agreement binding on the other. Except as provided to the contrary herein, those provisions of the Agreement that by their nature and context are intended to survive the termination of this Agreement, shall survive any termination of this Agreement. Unless otherwise specified, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity.

Notwithstanding anything contained herein to the contrary, Contractual Partner shall specify a net sales price of each Product, and any discounts or price modifications. Once an end consumer completes a purchase of the corresponding Product, CopeCart shall pay Contractual Partner an amount based on the actual price, plus any shipping charges due the specific sale to the end customer ("Sales Price"), less: the fee for CopeCart pursuant to a separate agreement with the Contractual Partner in relation to a specific Product ("Recipient Payments"); and less all transaction fees such as Stripe, PayPal, ACH, Bank Wires fees, and any other related transaction fees. Recipient Payments shall be issued to the Contractual Partner via the payment method specified at the time of creating an account or updated subsequently with CopeCart. CopeCart receives and handles payments as an agent and distributes payouts in the following way:

Payouts are processed on the 7th, 14th, 21st, and 28th days of every month. If one of these payout dates is a holiday or a weekend, payouts are processed the next business day. Delivery time of payments depends on the form of payment and processing time by sending, intermediate and receiving banks and their policies.

The payouts are processed in two steps. This is required to secure both the buyer and the vendor. Recipient Payments shall be issued within 60 days of the end-consumer’s purchase date, or in the time period specified on the Sales Platform or otherwise agreed to by the Parties. The current default payment cycle is:

80% of Earned Net Amount is paid out to Vendor/Affiliate on the first applicable payout date 14 days after the payment was paid.

20% of Earned Net Amount is paid out to Vendor/Affiliate on the first applicable payout date 40 days after the payment was paid.

Without limiting the foregoing, CopeCart reserves the right to extend the period in which it issues refunds to and accepts returns from end-consumers, up to 365 days after the date of purchase, in which case Contractual Partner shall not receive Recipient Payments until such refunds and returns are processed by CopeCart.

Notwithstanding anything on the Sales Platform to the contrary, CopeCart expressly reserves the right to withhold a percentage of Recipient Payments for an additional time period to account for potential or anticipated end-consumer chargebacks, refunds, and returns. CopeCart reserves the right to extend the time for disbursement of Recipient Payments if CopeCart considers the quantities of a Product sold are low in relation to the Product price. CopeCart shall issue Recipient Payments only after a minimum Vendor Payment amount of $50.00 is met. In the event that this minimum amount is not reached, CopeCart shall withhold Recipient Payments until the minimum amount is reached. Except as otherwise set forth herein, in the event that this Agreement is terminated prior to reaching the minimum amount, a payment shall be made even if the Recipient Payments accrued are less than $50.00, subject to the withholding period specified herein.

In the event that an end-consumer requests a return or refund or initiates a chargeback for the Product, CopeCart shall deduct the corresponding amount, including a transaction and chargeback fee, from Recipient Payments for such returns, refunds, or chargebacks. CopeCart reserves the right to withhold Recipient Payments in whole or in part if it suspects that Contractual Partner has violated this Agreement, or any applicable law, rule, or regulation, or if Contractual Partner’s Products are suspected or deemed to be defective, or if Contractual Partner offers insufficient Product access or support, as determined by CopeCart in its sole discretion. In furtherance of the foregoing, the following shall apply:

• Visa Disputes. In the event of a dispute involving Visa Credit Card Corporation up to $350.00, these disputes will be automatically refunded to the end consumer and a $40.00 service fee per dispute will be deducted from Contractual Partner’s account.
• For all other disputes (regardless of bank, processor, or amount), one of the following scenarios will occur within 72 hours (3 days) of the dispute date and time:
• Contractual Partner proactively refunds the entire disputed amount to the end customer within 72 hours (3 days). In such event, the dispute will not be considered a “chargeback”. In the event that an end-consumer requests a return or refund or initiates a chargeback for the Product, CopeCart shall deduct the corresponding amount, including a transaction and chargeback fee, from Recipient Payments for such returns, refunds, or chargebacks. CopeCart reserves the right to withhold Recipient Payments in whole or in part if it suspects that Contractual Partner has violated this Agreement, or any applicable law, rule, or regulation, or if Recipient’s Products are suspected or deemed to be defective, or if Recipient offers insufficient Product access or support, as determined by CopeCart in its sole discretion.
• If a full refund is not paid to the end customer within the 72-hour period, the dispute will be automatically result in a chargeback and the full amount in dispute will be refunded to the end customer by CopeCart.
• Alternatively, if the end customer agrees to withdraw the dispute and contacts the credit card company within the above referenced 72 hours (3 days) period, then Contractual Partner will receive credit for the sale based upon the undisputed amount and no chargeback will occur against Contractual Partner. If the end customer fails to withdraw the dispute within the specified timeframe, the credit card company will issue a refund, and Contractual Partner will not receive credit for the sale.

Any fines, penalties, or costs associated with chargebacks, refunds, or other account maintenance actions, including but not limited to administrative fees, payment disputes, and compliance-related expenses, will be the responsibility of the Vendor. These charges may be automatically deducted from the Vendor's account balance. In the event that the Vendor’s account balance is insufficient to cover these costs, the Vendor agrees to promptly reimburse the Company upon notification. Failure to do so may result in additional actions, including but not limited to additional fines and penalties, account suspension or termination, legal proceedings, or referral to collection agencies. Any court costs, attorney fees, collection agency fees and other costs associated with recovering amounts due will be payable in addition.

Vendors and Affiliates are directed to review CopeCart’s Privacy Policy which may be amended and updated from time-to-time. Specifically, each Vendor and Affiliate agrees that CopeCart may disclose information that CopeCart has collected from a Vendor and/or Affiliate when CopeCart is subject to a legal obligation to disclose such information, including without limitation, in response to a court order, subpoena, or other request from an administrative, judicial, or governmental authority. CopeCart further reserves the right to disclose information that CopeCart has collected from a Vendor and/or Affiliate where such disclosure is required in order for CopeCart to protect its rights, property, or the safety of CopeCart, its customers and third parties.”

All notices to Contractual Partner pursuant to this Agreement shall be sent to the postal address or email address Contractual Partner submitted to CopeCart when creating an account or submitting an application. Contractual Partner shall immediately inform CopeCart of any changes in address, business name, or other contact information.

All notices to CopeCart pursuant to this Agreement shall be sent via certified mail to: Cope Americas, LLC, 2430 Vanderbilt Beach Rd, Suite 108-719, Naples, FL 34109.