MARKETPLACE VENDOR AGREEMENT

Effective Date: 06/2/2025

This Marketplace Vendor Agreement ("Agreement") is entered into between Bigonus LLC, operating as Bigonus ("Platform," "We," "Us," "Our"), and you, the individual or entity registering as a vendor/seller on our platform ("Vendor," "Seller," "You," "Your").

This Agreement governs Your use of the Bigonus platform (bigonus.com) to list, market, and sell Your products ("Products") to customers ("Customers"). By completing the vendor registration process and/or by listing Products on the Platform, You signify Your acceptance of this Agreement and agree to be bound by its terms and conditions, as well as Our Terms of Service, Privacy Policy, and any other policies referenced herein or posted on the Platform, all of which are incorporated by reference.

IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MUST NOT REGISTER AS A VENDOR OR USE THE PLATFORM TO SELL PRODUCTS.

1. VENDOR ELIGIBILITY AND ACCOUNT

1.1. Eligibility: To be eligible to sell on the Platform, You must meet our curation criteria as outlined on our "Become a Vendor" page and comply with all applicable laws and regulations. You represent and warrant that You have the legal authority to enter into this Agreement and to sell the Products You list.

1.2. Account Registration: You must provide accurate, current, and complete information during the registration process and keep Your account information updated. You are responsible for maintaining the confidentiality of Your account credentials and for all activities that occur under Your account.

1.3. Verification: We reserve the right to verify Your information and may require additional documentation (e.g., business licenses, tax identification) before or after approving Your account.

2. PRODUCT LISTINGS AND CONTENT

2.1. Product Information: You are solely responsible for the accuracy, completeness, and legality of all Product listings, including descriptions, images, pricing, inventory levels, and any other related content ("Product Content"). Product Content must not be misleading, infringing, or violate any applicable laws or Platform policies.

2.2. Curation Standards: All Products listed must adhere to Bigonus's curation standards, quality requirements, and category guidelines. We reserve the right to reject, remove, or re-categorize any Product listing at our sole discretion if it does not meet our standards or violates this Agreement.

2.3. Prohibited Products: You may not list any Products that are illegal, counterfeit, hazardous, or otherwise prohibited by Bigonus's Prohibited Items Policy. For example, this includes items such as illegal drugs, weapons, and products that infringe on intellectual property rights.

2.4. Intellectual Property: You represent and warrant that You own or have all necessary rights, licenses, and permissions to sell the Products and use the Product Content (including images, text, trademarks) without infringing upon the intellectual property rights of any third party. You grant Bigonus a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute Your Product Content on the Platform and in related marketing materials.

2.5. Pricing: You are responsible for setting the prices for Your Products. Prices must be clearly and accurately displayed. You agree not to engage in price gouging or misleading pricing practices.

3. ORDER FULFILLMENT AND SHIPPING

3.1. Order Processing: You are responsible for promptly and accurately processing all Customer orders received through the Platform for Your Products within the timeframe specified in Your listings or Our general Shipping Policy (typically 2-3 business days unless otherwise stated).

3.2. Shipping: You are responsible for shipping Products directly to Customers in accordance with Bigonus's Shipping Policy and any shipping methods You offer. You must provide accurate shipping information, including tracking numbers, to Customers and the Platform.

3.3. Packaging: Products must be packaged securely and professionally to prevent damage during transit. You may use your own branding, but no marketing materials for competing platforms or solicitations for off-platform sales are permitted within the packaging.

3.4. Risk of Loss: Risk of loss or damage to Products shall pass to the Customer upon delivery to the shipping carrier, unless otherwise agreed or required by applicable law.

3.5. Inventory Management: You are responsible for maintaining accurate inventory levels for Your Products listed on the Platform. If a Product becomes unavailable, You must promptly update the listing or remove it.

4. CUSTOMER SERVICE, RETURNS, AND REFUNDS

4.1. Customer Service: You are responsible for providing timely and professional customer service to Customers regarding Your Products, including responding to inquiries about orders, shipping, and product details within 24-48 hours.

4.2. Returns and Refunds: You agree to comply with Bigonus's Return and Refund Policy as the minimum standard. You may offer a more generous return policy for Your Products, which must be clearly stated in Your Product listings. You are responsible for handling returns and processing refunds for Your Products in accordance with the applicable policy.

4.3. Disputes: Bigonus may, at its discretion, assist in mediating disputes between You and Customers, but is not obligated to resolve such disputes. We reserve the right to issue refunds to Customers and debit Your account accordingly in cases of non-delivery, misrepresentation, or failure to adhere to Platform policies.

5. FEES, PAYMENTS, AND TAXES

5.1. Commission Fees: Bigonus will charge You a commission fee ("Commission") for each sale of Your Products made through the Platform. The current Commission rate is 15% of the total sale price excluding taxes and shipping. We reserve the right to change the Commission rate upon 30 days' prior written notice to You.

5.2. Other Fees (if applicable):

5.3. Payouts: Bigonus will remit payments to You for Your net sales (total sales minus Commissions, other applicable fees, refunds, and chargebacks) on a monthly basis, 15 days after the end of the payout period. Payouts will be made via PayPal or ACH direct deposit to Your bank account. You are responsible for providing accurate payout information and maintaining a minimum payout balance of $50; otherwise, funds will roll over to the next payout cycle.

5.4. Taxes: You are solely responsible for determining, collecting, reporting, and remitting all applicable sales, use, income, and other taxes associated with Your sales on the Platform and Your income. Bigonus may collect and remit sales tax on Your behalf in jurisdictions where it is required to do so as a marketplace facilitator, but You remain responsible for all other tax obligations. You agree to provide Bigonus with any necessary tax identification information (e.g., W-9 for US vendors, VAT ID for EU vendors).

6. VENDOR CONDUCT AND RESPONSIBILITIES

6.1. Compliance with Laws: You agree to comply with all applicable laws, rules, and regulations in connection with Your use of the Platform and sale of Products, including but not limited to consumer protection, product safety, and intellectual property laws.

6.2. Professional Conduct: You agree to conduct Yourself professionally and ethically in all interactions with Customers, other Vendors, and Bigonus staff.

6.3. Off-Platform Transactions: You agree not to solicit or engage in transactions with Customers met through the Platform outside of the Platform to circumvent Commission Fees or Platform policies. Violation of this may result in suspension or termination of Your account. (Refer to our Off-Platform Transactions Policy).

6.4. Data Protection: You agree to handle any Customer data You receive through the Platform in accordance with Bigonus's Privacy Policy and all applicable data protection laws (e.g., GDPR, CCPA). You may only use Customer data for order fulfillment and direct communication related to their order on the Platform, not for unsolicited marketing unless the Customer has explicitly consented.

7. INTELLECTUAL PROPERTY OF THE PLATFORM

Bigonus retains all rights, title, and interest in and to the Platform, including its software, design, trademarks, logos, and other intellectual property. This Agreement does not grant You any rights to Bigonus's intellectual property except for the limited right to use the Platform as a Vendor in accordance with this Agreement.

8. TERM AND TERMINATION

8.1. Term: This Agreement commences on the date Your vendor account is approved and continues until terminated by either party.

8.2. Termination by Vendor: You may terminate this Agreement and close Your vendor account by providing 30 days' written notice to support@bigonus.com, provided all outstanding orders are fulfilled and Customer issues resolved.

8.3. Termination by Platform: We may terminate this Agreement or suspend/terminate Your vendor account immediately, without prior notice, if You: (a) breach any material term of this Agreement or related Platform policies; (b) engage in fraudulent, illegal, or unethical activities; (c) receive consistently poor Customer reviews or high rates of returns/disputes; (d) Your Products no longer meet our curation standards; or (e) for any other reason at Our sole discretion to protect the integrity of the Platform.

8.4. Effect of Termination: Upon termination, Your access to the vendor sections of the Platform will be disabled, and Your Product listings will be removed. You remain responsible for fulfilling any outstanding orders and addressing any Customer issues that arose prior to termination. Any fees owed to Bigonus will become immediately due. Bigonus will make a final payout to You for any undisputed net sales, subject to any withholdings for potential refunds or chargebacks, typically within 60 days of termination.

8.5. Survival: Sections of this Agreement that by their nature should survive termination will survive (e.g., Fees owed, Intellectual Property, Confidentiality, Indemnification, Disclaimers, Limitation of Liability, Governing Law, Dispute Resolution).

9. CONFIDENTIALITY

You may receive access to certain confidential information of Bigonus or its Customers (e.g., customer lists, sales data not publicly available). You agree to keep such information confidential and not disclose it to any third party or use it for any purpose other than fulfilling Your obligations under this Agreement.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Bigonus, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your breach of this Agreement or Platform policies; (b) Your Products, including claims of defect, injury, or infringement; (c) Your Product Content; (d) Your negligence or willful misconduct; or (e) Your violation of any applicable law or the rights of a third party.

11. DISCLAIMER OF WARRANTIES

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. Bigonus DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL Bigonus BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID BY YOU TO Bigonus DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. MODIFICATIONS TO AGREEMENT

We reserve the right to modify this Agreement at any time. We will provide You with notice of material changes (e.g., by email to the address associated with Your vendor account or by posting a prominent notice on the Platform's vendor dashboard) at least 15 days before the changes take effect. Your continued use of the Platform as a Vendor after such notice constitutes Your acceptance of the modified Agreement. If You do not agree to the changes, You must terminate Your account before the changes become effective.

14. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in Our Terms of Service (which typically includes informal negotiation for 30 days, followed by binding arbitration under the rules of the American Arbitration Association, rather than court actions).

15. MISCELLANEOUS

15.1. Entire Agreement: This Agreement, together with all policies referenced herein (including Terms of Service, Privacy Policy, Shipping Policy, Return and Refund Policy), constitutes the entire agreement between You and Bigonus regarding Your use of the Platform as a Vendor and supersedes all prior agreements and understandings.

15.2. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.3. Waiver: Our failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights or any subsequent breach.

15.4. Assignment: You may not assign this Agreement without Our prior written consent. We may assign this Agreement without restriction to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

15.5. Notices: Any notices to Bigonus should be sent to support@bigonus.com or the address provided below. Notices to You will be sent to the email address associated with Your vendor account or by posting on the Platform's vendor dashboard. It is Your responsibility to keep Your email address current.

15.6. Relationship of Parties: You and Bigonus are independent contractors. This Agreement does not create any agency, partnership, joint venture, employment, or franchisee relationship.

16. CONTACT INFORMATION

If You have any questions regarding this Vendor Agreement, please contact Us:

BY CLICKING "I AGREE" (OR SIMILARLY WORDED BUTTON OR CHECKBOX) DURING THE VENDOR REGISTRATION PROCESS, OR BY CONTINUING TO USE THE PLATFORM AS A VENDOR, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS MARKETPLACE VENDOR AGREEMENT.