MY SASUN MARKETPLACE VENDOR AGREEMENT

This Vendor Agreement (“Agreement”) is entered into by and between My Sasun, LLC, a Texas limited liability company (“My Sasun”), and the vendor (“Vendor”) who accepts this Agreement by registering to sell products through the My Sasun online marketplace (the “Platform”). This Agreement governs Vendor’s access to and use of My Sasun’s marketplace services (the “Services”) in connection with the sale of African groceries and related goods.

By registering or using the Services, Vendor agrees to comply with and be bound by the terms below.

1. DEFINITIONS

·         1.1 My Sasun: My Sasun, LLC and its affiliates.

·         1.2 Vendor: The individual or entity registering to sell Products on the Platform.

·         1.3 Services: Marketplace services provided by My Sasun, including listing, payment processing, order management, and related functionalities.

·         1.4 Platform: The My Sasun online marketplace.

·         1.5 Products: Goods listed or sold by Vendor via the Platform.

·         1.6 Order Information: Customer order and shipping details provided by My Sasun.

·         1.7 Sales Proceeds: Gross proceeds from sales, including taxes, shipping, and handling fees.

·         1.8 Program Policies: Policies, guidelines, and rules issued and updated by My Sasun from time to time.

2. REGISTRATION

·         Vendor must provide complete, accurate, and lawful registration information including legal name, business details, tax identification, and bank account information. Vendor consents to My Sasun verifying such information through compliance checks or third-party verification.

3. FEES AND PAYMENTS

·         3.1 Fees: Vendor agrees to pay all applicable fees described in Program Policies or the Fee Schedule, including referral, listing, subscription, fulfillment, and processing fees.

·         Subscription Tiers & Fees

·         Tier 1: Starter Plan – Monthly Fee: $49.99 | Transaction Fee: 10% of sales

·         Tier 2: Growth Plan – Monthly Fee: $99.99 | Transaction Fee: 5% of sales

·         Tier 3: Marketplace Partner Plan – Monthly Fee: $149.99 | Transaction Fee: 5% of sales

·         Storage Fees (Bulky Items): Items deemed “bulky” stored by My Sasun – Monthly Fee: $50 – $100 per item

·         3.2 Payment Terms: Sales Proceeds will be remitted on the 15th of each month for the prior 30-day period, less applicable fees, chargebacks, and reserves.

·         3.3 Withholdings and Reserves: My Sasun may withhold or offset payments for disputes, establish reserves, reverse payments if fraud is suspected, or delay payments up to thirty (30) days in cases of risk or investigation.

·         3.4 Authorization: Vendor authorizes My Sasun to debit Vendor’s account for any fees or amounts owed.

4. PRODUCT LISTINGS AND OBLIGATIONS

·         4.1 Vendor must ensure product information is accurate, complete, and compliant with labeling, health, and safety laws.

·         4.2 Vendor must not list prohibited, counterfeit, or misbranded products (see Schedule A).

·         4.3 Vendor must notify My Sasun of recalls, defects, or safety concerns and cooperate with corrective actions.

·         Correction Window: If Vendor violates listing requirements (e.g., incomplete description), My Sasun must provide 5 business days to correct before suspension.

5. SALES, FULFILLMENT, RETURNS, AND REFUNDS

·         5.1 Vendor is responsible for sourcing and packaging products in compliance with applicable laws.

·         5.2 Title and risk of loss transfer to the customer upon delivery, except where loss is caused by My Sasun’s fulfillment error.

·         5.3 My Sasun may process refunds under its Buyer Protection Guarantee; Vendor shall reimburse My Sasun for such refunds or claims.

·         5.4 Shared Liability: If My Sasun fulfillment or logistics partner mishandles products, Vendor is not liable for customer refunds.

·         5.5 Vendor Right to Appeal: Vendors may appeal customer refund decisions if they provide proof (e.g., signed delivery, product photos).

6. TAXES

·         Vendor is solely responsible for all taxes, duties, and levies related to sales of Products, except Where legally allowed, My Sasun will collect and remit sales tax on Vendor’s behalf, reducing compliance burden.  Vendor agrees to indemnify My Sasun from any tax liabilities related to Vendor’s activities.

7. INSURANCE

·         Vendors with gross Sales Proceeds exceeding $10,000/month for three (3) consecutive months must maintain commercial general liability insurance of at least $500,000 per occurrence, naming My Sasun as additional insured, and provide proof within thirty (30) days.

8. INDEMNIFICATION

·         8.1 Vendor Indemnity: Vendor shall indemnify, defend, and hold harmless My Sasun, its officers, directors, agents, and affiliates from claims or losses arising out of Vendor’s Products, IP infringement, violations of law, tax liabilities, or Vendor operations. Vendor’s indemnity obligation is capped at the greater of (a) $50,000 or (b) 12 months of fees paid, to avoid unlimited exposure.

·         8.2 My Sasun Indemnity: My Sasun shall indemnify Vendor only for claims resulting from My Sasun’s gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

·         My Sasun’s total liability shall not exceed fees paid by Vendor in the six (6) months before a claim. My Sasun is not liable for indirect, incidental, punitive, or consequential damages.

10. CONFIDENTIALITY AND DATA USE

·         Vendor may use customer data only for order fulfillment and must not resell, solicit, or misuse customer data. Data must not be stored outside My Sasun’s systems. Confidential information must be protected for five (5) years after termination.

 

·         My Sasun agrees not to share Vendor’s confidential business info with competitors and will use Vendor data solely to operate the Platform.

11. TERM AND TERMINATION

·         This Agreement continues until terminated by either party with 30 days’ notice. Immediate suspension or termination may occur for fraud, breach not remedied within 7 days, or regulatory risk. Vendor remains liable for outstanding commitments after termination.

·         Vendor Exit: Vendors may terminate immediately for cause if My Sasun breaches material obligations.

·         Payout Guarantee: Upon termination, all undisputed Vendor balances must be paid within 15 days.

 

12. GOVERNING LAW AND DISPUTE RESOLUTION

·         This Agreement is governed by Texas law. Parties agree to attempt informal resolution, then mediation in Houston and Dallas, Texas, before litigation. Jurisdiction is exclusive to Harris County courts and Collin. Both parties waive jury trial rights.

13. MODIFICATIONS

·         My Sasun may amend this Agreement or Program Policies with 15 days’ notice, or immediately if required by law. Continued use of Services constitutes acceptance.

·         Vendor Right to Decline: If Vendor does not agree to new modifications, Vendor may terminate within 30 days without penalty.

14. MISCELLANEOUS

·         No agency or partnership is created by this Agreement.

MY SASUN MARKETPLACE VENDOR AGREEMENT

This Vendor Agreement (“Agreement”) is entered into by and between My Sasun, LLC, a Texas limited liability company (“My Sasun”), and the vendor (“Vendor”) who accepts this Agreement by registering to sell products through the My Sasun online marketplace (the “Platform”). This Agreement governs Vendor’s access to and use of My Sasun’s marketplace services (the “Services”) in connection with the sale of African groceries and related goods.

By registering or using the Services, Vendor agrees to comply with and be bound by the terms below.

1. DEFINITIONS

·         1.1 My Sasun: My Sasun, LLC and its affiliates.

·         1.2 Vendor: The individual or entity registering to sell Products on the Platform.

·         1.3 Services: Marketplace services provided by My Sasun, including listing, payment processing, order management, and related functionalities.

·         1.4 Platform: The My Sasun online marketplace.

·         1.5 Products: Goods listed or sold by Vendor via the Platform.

·         1.6 Order Information: Customer order and shipping details provided by My Sasun.

·         1.7 Sales Proceeds: Gross proceeds from sales, including taxes, shipping, and handling fees.

·         1.8 Program Policies: Policies, guidelines, and rules issued and updated by My Sasun from time to time.

2. REGISTRATION

·         Vendor must provide complete, accurate, and lawful registration information including legal name, business details, tax identification, and bank account information. Vendor consents to My Sasun verifying such information through compliance checks or third-party verification.

3. FEES AND PAYMENTS

·         3.1 Fees: Vendor agrees to pay all applicable fees described in Program Policies or the Fee Schedule, including referral, listing, subscription, fulfillment, and processing fees.

·         Subscription Tiers & Fees

·         Tier 1: Starter Plan – Monthly Fee: $49.99 | Transaction Fee: 5% of sales

·         Tier 2: Growth Plan – Monthly Fee: $99.99 | Transaction Fee: 5% of sales

·         Tier 3: Marketplace Partner Plan – Monthly Fee: $149.99 | Transaction Fee: 5% of sales

·         Storage Fees (Bulky Items): Items deemed “bulky” stored by My Sasun – Monthly Fee: $50 – $100 per item

 

 

·         3.2 Payment Terms: Sales Proceeds will be remitted on the 15th of each month for the prior 30-day period, less applicable fees, chargebacks, and reserves.

·         3.3 Withholdings and Reserves: My Sasun may withhold or offset payments for disputes, establish reserves, reverse payments if fraud is suspected, or delay payments up to thirty (30) days in cases of risk or investigation.

·         3.4 Authorization: Vendor authorizes My Sasun to debit Vendor’s account for any fees or amounts owed.

4. COMMISION CLAUSE

· Commission Rate:
My Sasun shall deduct a commission fee from each completed sale processed through the Platform, calculated as a percentage of the final sales price (inclusive of shipping charges, if applicable, but exclusive of taxes). The applicable commission rate will be set during Vendor onboarding and may be adjusted upon renewal of the Vendor’s subscription plan or by written notice from My Sasun. Commission rates shall range between 30% and 50%, depending on the subscription plan chosen by the Vendor.

· Exclusion of Transaction Fees:
Commission rates do not include the 5% transaction fee, which covers card processing charges and other third-party payment processing costs. The transaction fee shall be applied in addition to the commission rate.

· Timing of Deductions:
Commission and transaction fees will be automatically deducted from Sales Proceeds prior to disbursement to the Vendor.

· Non-Refundable Commission:
All commissions are non-refundable. In the event of a customer refund or chargeback, the commission fee remains payable to My Sasun unless the refund arises from a fulfillment error directly caused by My Sasun or its logistics partners.

· Reporting & Transparency:
Vendors will have access to monthly statements detailing sales, commission fees deducted, refunds (if any), and net payouts. My Sasun agrees to maintain accurate records and provide statements electronically.

5. PRODUCT LISTINGS AND OBLIGATIONS

·         4.1 Vendor must ensure product information is accurate, complete, and compliant with labeling, health, and safety laws.

·         4.2 Vendor must not list prohibited, counterfeit, or misbranded products (see Schedule A).

·         4.3 Vendor must notify My Sasun of recalls, defects, or safety concerns and cooperate with corrective actions.

·         Correction Window: If Vendor violates listing requirements (e.g., incomplete description), My Sasun must provide 5 business days to correct before suspension.

6. SALES, FULFILLMENT, RETURNS, AND REFUNDS

·         5.1 Vendor is responsible for sourcing and packaging products in compliance with applicable laws.

·         5.2 Title and risk of loss transfer to the customer upon delivery, except where loss is caused by My Sasun’s fulfillment error.

·         5.3 My Sasun may process refunds under its Buyer Protection Guarantee; Vendor shall reimburse My Sasun for such refunds or claims.

·         5.4 Shared Liability: In cases where products are damaged, lost, or mishandled due to My Sasun’s fulfillment services or its contracted logistics partners, the Vendor shall not be held liable for customer refunds. My Sasun shall bear responsibility for such claims..

·         5.5 Vendor Right to Appeal: Vendors have the right to appeal customer refund decisions within fifteen (15) days of notice. Appeals must include supporting documentation, such as signed delivery confirmations, photographs of delivered goods, or other relevant evidence. My Sasun agrees to review such appeals in good faith and respond within fifteen (15) business days.

7. TAXES

·         Vendor is solely responsible for all taxes, duties, and levies related to sales of Products, except Where legally allowed, My Sasun will collect and remit sales tax on Vendor’s behalf, reducing compliance burden.  Vendor agrees to indemnify My Sasun from any tax liabilities related to Vendor’s activities.

8. INSURANCE

·         Vendors with gross Sales Proceeds exceeding $10,000/month for three (3) consecutive months must maintain commercial general liability insurance of at least $500,000 per occurrence, naming My Sasun as additional insured, and provide proof within thirty (30) days.

9. INDEMNIFICATION

·         8.1 Vendor Indemnity: Vendor shall indemnify, defend, and hold harmless My Sasun, its officers, directors, agents, and affiliates from claims or losses arising out of Vendor’s Products, IP infringement, violations of law, tax liabilities, or Vendor operations. Vendor’s indemnity obligation is capped at the greater of (a) $50,000 or (b) 12 months of fees paid, to avoid unlimited exposure.

·         8.2 My Sasun Indemnity: My Sasun shall indemnify Vendor only for claims resulting from My Sasun’s gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

·         My Sasun’s total liability shall not exceed fees paid by Vendor in the six (6) months before a claim. My Sasun is not liable for indirect, incidental, punitive, or consequential damages.

11. CONFIDENTIALITY AND DATA USE

·         Vendor may use customer data only for order fulfillment and must not resell, solicit, or misuse customer data. Data must not be stored outside My Sasun’s systems. Confidential information must be protected for five (5) years after termination.

 

·         My Sasun agrees not to share Vendor’s confidential business info with competitors and will use Vendor data solely to operate the Platform.

12. TERM AND TERMINATION

·         This Agreement continues until terminated by either party with 30 days’ notice. Immediate suspension or termination may occur for fraud, breach not remedied within 7 days, or regulatory risk. Vendor remains liable for outstanding commitments after termination.

·         Vendor Exit: Vendors may terminate immediately for cause if My Sasun breaches material obligations.

·         Payout Guarantee: Upon termination, all undisputed Vendor balances must be paid within 15 days.

 

13. GOVERNING LAW AND DISPUTE RESOLUTION

·         This Agreement is governed by Texas law. Parties agree to attempt informal resolution, then mediation in Houston and Dallas, Texas, before litigation. Jurisdiction is exclusive to Harris and Collin County courts. Both parties waive jury trial rights.

14. MODIFICATIONS

·         My Sasun may amend this Agreement or Program Policies with 15 days’ notice, or immediately if required by law. Continued use of Services constitutes acceptance.

·         Vendor Right to Decline: If Vendor does not agree to new modifications, Vendor may terminate within 30 days without penalty.

15. MISCELLANEOUS

·         No agency or partnership is created by this Agreement.

·         Vendor may not assign this Agreement without written consent.

·         If any provision is invalid, the rest remains enforceable.

·         Notices may be sent electronically.  

·         Force Majeure: Neither party is liable for failure due to events beyond reasonable control (e.g., natural disasters, strikes, internet outages).

·          Good Faith Cooperation: Both parties agree to act in good faith and not unreasonably withhold approvals.

BY AGREEING TO THIS DOCUMENT

By agreeing to this document, whether by electronic acceptance on the My Sasun Platform or by physical signature, both My Sasun, LLC (“My Sasun”) and the Vendor acknowledge and consent to be legally bound by all terms and conditions contained herein, including but not limited to fees, product obligations, confidentiality rules, dispute resolution, and vendor protections.

Both parties further acknowledge that this Agreement establishes a balanced allocation of rights and responsibilities, including:

• My Sasun’s liability for fulfillment or logistics errors.

• Vendor’s right to appeal refund decisions with supporting documentation.

• Guaranteed payout of all undisputed balances within fifteen (15) days of termination.

• Vendor’s right to decline modifications by providing written notice within thirty (30) days.

This Agreement constitutes the entire understanding between the parties, supersedes all prior discussions, and may only be amended as provided herein.

Schedule A – Prohibited Products & Restricted Activities

Prohibited Products

·         Illegal or regulated substances (drugs, narcotics, controlled substances)

·         Counterfeit, pirated, or unauthorized replicas

·         Stolen goods

·         Unsafe or recalled products

·         Products violating intellectual property rights

·         Hazardous materials or explosives

·         Products requiring special licensing/permits not held by Vendor

·         Products prohibited by law

Restricted Activities

·         Misrepresentation or deceptive marketing

·         Manipulating customer reviews/ratings

·         Fraud or unlawful conduct

·         Disclosure/misuse of customer data

My Sasun reserves the right to update this Schedule at any time.