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Mindzai Marketplace Terms and Conditions

MINDZAI MARKETPLACE STANDARD TERMS
These terms and conditions (“Standard Terms”) apply to your participation as a seller in the Program pursuant to the Agreement.
1. Definitions.
“Affiliate” means an entity owned by or directly or indirectly controlling, controlled by, or under common control with a Party. “Agreement” means the Marketplace Seller Agreement between you and Mindzai Productions Inc.
“Agreement Documents” means the Agreement, these Standard Terms, and the Program Policies.
“Applicable Law” means all applicable federal, provincial, state, and local statutes, ordinances, laws, regulations, and executive, administrative and judicial orders, including all amendments thereto.
“Shipment Notfication” means advance shipment notification.
“Mindzai Properties” means the Mindzai Site, associated ecommerce properties such as mobile and tablet applications and websites, and any website or other online point of presence through which the Mindzai Site and/or any products available thereon are syndicated or offered.
“Mindzai Site” means www.mindzai.ca and any successor or replacement website.
“Business Day” means any calendar day (except for Holidays) Monday through Friday during the hours of 8:00am to 5:00pm in the time zone where you operate your business.
“Card Processing Requirements” means the terms and conditions attached hereto as Exhibit A – Card Processing Requirements.
“Children’s Product” means a product that is a toy or other consumer product designed for, intended primarily for, marketed to children 12 years of age or younger, or as otherwise defined by Applicable Law.
“Commission Fees” means the commission, including any applicable item fees that Mindzai charges Seller in connection with the sale of each Seller Product as set forth in the Program Policies.
“Content” means copyrightable works under Applicable Law.
“CPSC” means, as applicable, the U.S. Consumer Product Safety Commission and / or Health Canada.
“CPSIA” means, as applicable, the U.S. Consumer Product Safety Improvement Act, the Canada Consumer Product Safety Act and implementing regulations.
“Customer” means a Mindzai customer that purchases Seller Product through the Program.
“Customer Information” means all information related to a Customer that we send you in connection with the Program. This may include, but is not limited to: Customer names, addresses, e-mail addresses, IP addresses, telephone numbers, credit and debit card information, account information, order information, and website activity.
“Deductions” means the amounts we deduct from Seller Payments. This includes but is not limited to Commission Fees, Subscription Fees, and any other amounts you owe us, such as amounts due to credit card chargebacks and bad debt (that are not attributable to Mindzai as provided in Section 3.5) and credits for cancelled orders, refunds, and returned goods.
“Excluded Products” means the products specified in the Program Policies, which we may update at any time by posting a new or amended list of Excluded Products in the Program Policies or on the Mindzai Marketplace Portal.
“Fees” means the total of all Commission Fees, Subscription Fees, and any other fees you owe to Mindzai in connection with the Program. “Force Majeure Event” means an act of God, riot, civil commotion, government action or decree, inclement weather, interruption or failure of technical or production equipment, or internet slow-down or failure.
“Holiday” means the following Canadian holidays: Canada Day, Good Friday, Thanksgiving, Christmas, Labour Day, Victoria Day, and New Year’s Day.
“Mark” means any service mark, design mark, trade name, trade dress, trademarks, and other proprietary logo or insignia protected or protectable under any applicable laws.
“OEM” means original equipment manufacturer.
“Order Information” means, with respect to any Seller Product for which a Customer submits an order, the order information and shipping information that Mindzai provides or makes available to you.
“Subscription Fees” means the fees that Mindzai charges to Seller to participate in the Program as set forth in the Program Policies. “Pre-Owned Product” or “Used Product” means product that was previously purchased, opened, and operated by a customer and have been inspected and verified to function properly.
“Product Recall” means a voluntary or mandatory recall of a Seller Product, whether initiated by a manufacturer, Seller, retailer, regulatory authority or otherwise.
“Program Policies” means all terms, conditions, policies, guidelines, rules, and other information set forth on the Mindzai Site and in the Mindzai Marketplace Portal, and as we otherwise provide to you, which are incorporated into these Standard Terms by reference. Mindzai may update any Program Policies at its discretion and from time to time.
“Refurbished Product” means product that was previously purchased, opened, and operated by a customer and has been repaired and restored to a like-new state.
“Regulated Product” means certain non-children’s, or general use products that are subject to a federal consumer product safety requirement, as further defined by the CPSC.
“Required Product Information” means, with respect to each Seller Product, the following: (a) SKU and UPC numbers; (b) brand name; (c) model number; (d) Seller Product description and specifications, including dimensions and weight; (e) shipping information, including shipping charges; (f) Seller Product image; (g) selling price in the currency we require from time to time ; (h) all disclosures, warnings, certifications, product packaging information and other designations required by law; and (i) any other information we reasonably request, such as the condition of Pre- Owned Product or Refurbished Product, for example.
“Return” means a Seller Product returned by a Customer.
“Sales Proceeds” means the amounts we or our Affiliates receive from a Customer for the purchase of a Seller Product through the Program (including amounts for shipping and taxes collected, if any, on behalf of Seller).
“Sales Taxes” means all applicable federal and provincial sales and other similar transactional taxes and fees (e.g. e-waste, recycling fees) arising in connection with the sale of one or more Seller Products.
“Seller Materials” means all Marks, Content, Required Product Information, information, data, materials, and other items Seller or its Affiliate provides or makes available to Mindzai or its contractor(s) or Affiliate(s), including data or materials we obtain from (a) scraping or crawling Seller’s website(s) or (b) third party content providers. Where Seller uses, adopts or has been assigned Marks, Content, Required Product Information, information, data, materials, and other items to its Products (including without limitation where Seller sells Products using the Seller Materials of a third party seller or Mindzai on an existing SKU) then such third party Seller Materials will be deemed to be Seller Material of Seller for the purposes of determining responsibility for such Seller Material.
“Seller Payment” means the Sales Proceeds, less Fees and other amounts owed to Mindzai.
“Mindzai Marketplace Portal” means the password-protected area located at https://www.mindzai.ca/sell or http://mindzai.marketplaceadmin.com where you may find information about the Program, including but not limited to copies of the Standard Terms and Program Policies.
“Seller Product” or “Product” means any product you list through the Program, including all associated parts, labeling, packaging and instructions.
“Seller Tax Obligations” means the obligations of Seller in Section 4.
“Seller Transaction” means an order from a Customer for a Seller Product.
2. Seller’s Obligations.
2.1 Seller Product Listings. You will ensure that each of your Seller Product listings complies with the Agreement Documents. You will not provide any information for, or otherwise seek to list for sale via the Program, any Recalled Products or Excluded Products. If Seller Products consist of Refurbished, Pre-Owned, Children’s Products, or Regulated Products, you will comply with the additional terms attached hereto as Exhibit B. You may not list, sell or ship products that are not in the original manufacturer’s packaging unless you are selling Refurbished and/or Pre-Owned Products. We may remove any Seller Product listing at any time and we may suspend or permanently revoke your participation in the Program at any time and for any reason, including if you list for sale inappropriate items or provide any content in violation of the Agreement Documents (e.g. profanity or otherwise hateful, offensive or vulgar content).
2.2 Fulfillment of Seller Products. You will maintain adequate Seller Product inventory levels consistent with Customer demand. You will complete each Seller Transaction and you will source, sell, fulfill, ship, and deliver Seller Products in accordance with the terms of the applicable Order Information and the Agreement Documents. We have no obligation to ship any Seller Product; you will ship Seller Products to Customers in accordance with the Program Policies. You will pay the shipping charges in full for any Seller Product shipped to a Customer. You will resolve shipping claims for lost or damaged products in accordance with your standard practices and policies which you will keep updated as part of the Seller Materials. You will ship only the Seller Product purchased by the Customer, and will not include in the shipment or on the shipment packaging any additional products, materials, marketing information, or information not purchased by the Customer other than a packing slip, invoice and returns information.
2.3 Seller Materials and Content.
(a) Product Information. As a prerequisite to listing Seller Products for sale in the Program, you will provide accurate and complete Required Product Information in the format we require for each Seller Product and you will provide any other Seller Materials we reasonably request. You will endeavor to provide us with at least 10 calendar days’ notice of any changes to the Required Product Information, but in any event you will promptly update Required Product Information to ensure it at all times remains accurate and complete. You will not include any URL or hyperlink within any portion of the Seller Materials. We may, at our sole discretion, provide other content to be displayed in connection with Seller Product listings that is not already included in Seller Materials. You authorize us and our designated agent to crawl and scrape your website(s).
(b) Product or Pricing Errors. Mindzai will not be responsible for any loss or damage of any kind related to pricing errors, product information errors or any other mistakes, errors or other issues related to Seller Information. Seller is responsible for confirming all Seller Information, including without limitation, pricing, product descriptions, order quantities, delivery addresses and other information including without limitation where such errors, mistakes or issues are caused by the acts, omissions, errors or negligence of Mindzai or any of its employees, contractors, affiliates or providers.
(c) Grant of License. Seller grants to Mindzai a nonexclusive, sublicensable, fully transferable, irrevocable, perpetual, royalty-free and fully paid up license to use, copy, transmit, perform, display, modify and create derivative works, incorporate and embed into other works, and distribute Seller Materials in connection with the Program throughout the Mindzai Properties. All goodwill arising out of any use of the Seller’s Marks through the Program will inure solely to the benefit of Seller.
(d) Mindzai Marks. You will not use any Mindzai Mark or the Mark of any Mindzai parent or affiliate without prior written authorization of such use by a Vice President of Mindzai or the President of Mindzai.
2.4 Parity with Seller Sales Channels. You will ensure there is at least parity between the Seller Product listings through the Program and your other online sales channels or pricing through other sales channels that are advertised online. This includes but is not limited to the following: (a) ensuring that the Seller Product purchase price and each other term of offer and/or sale (including shipping and handling charges, any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable returns, refund and other policies) is at least as favorable to Customers as the most favorable terms upon which you offer the Seller Product via any other sales channels, provided that the foregoing does not apply to promotions (e.g., rebates, bundles, giveaways) that are funded by a party not the Seller through another sales channel; (b) conducting customer service to Customers in a timely and professional manner with response rates that are at least as responsive as those provided to customers within your other sales channels; (c) allocating to Mindzai at least the same inventory levels you allocate to your own sites and your other customers.
2.5 Fees; Debit Balances. You will pay all Subscription Fees, Commission Fees, and any other fees set forth in the Program Policies. We may deduct Fees from the Seller Payment. If there are no Sales Proceeds, but you have a debit balance on your account because of Deductions or outstanding Fees, you will promptly pay the outstanding amounts in full within 15 days of our written request. We may pursue collection at your expense if necessary.
2.6 Seller Payments; Disputes. You will maintain and provide to us a paypal account. Any Seller Payment that you do not dispute by notifying your Marketplace Account Manager within 30 days of the payment date will be considered final and not subject to dispute.
2.7 Credit Card Processing Requirements. You will comply with the Card Processing Requirements.
2.8 Returns; Product Defects & Recalls. You will follow the procedures set forth in the Program Policies to manage Returns. You are responsible for any Seller Product defects or nonconformities. You will use best efforts to notify Mindzai within 1 Business Day, but in no event less than 2 Business Days of becoming aware of any Product Recall. You are responsible for handling all Product Recalls in full compliance with Applicable Law and for paying all applicable costs and expenses.
2.9 Delivery Errors. You are responsible for any non-delivery, mis-delivery, non-proof of delivery, theft, or other mistake or act in connection with the fulfillment and delivery of Seller Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section 3.5; or (b) our failure to make Order Information available as it was received by us which could not reasonably have been confirmed, identified or remedied by you.
2.10 Customer Service. You will provide customer service to Customers according to the service level requirements set forth in the Program Policies. We are not responsible for providing any Customer support for transactions made through the Program. However, we may at any time assist Customers in verifying that a Seller Transaction was completed and assist with payment and non-fulfillment related issues.
2.11 Customer Disputes. You will follow the dispute resolution processes set forth in the Program Policies. If we inform you that we have received a Customer claim, or any chargeback or other dispute, under the Marketplace Promise, about a Seller Transaction, you will deliver to us within 2 Business Days of our request: (a) proof of delivery of the Seller Product(s); (b) the applicable Mindzai order identification number; and (c) a description of the Seller Product(s) (as applicable). If you do not comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by (y) credit card fraud for which we are responsible under Section 3.5 or (z) our failure to make Order Information available within a reasonable period after it was received by us, then you will promptly reimburse us in accordance with the Program Policies for the amount of the Seller Transaction (including the entire Seller Payment, but not including the Commission Fees), and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us. We may offset any such amount from any other amount to be paid to Seller in accordance with the Agreement Documents and/or may collect such funds in any other lawful manner. Our decision concerning a claim is final and binding, and you will abide by our decisions.
2.12 Mindzai Properties. With respect to the Mindzai Properties, you may not site-scrape and may not use or attempt to use any engine, software, tool, agent, data or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate, search, or send information to or from any Mindzai Property other than the search engine and Application Program Interface (API) we provide and generally publicly available browsers.

3. Mindzai Obligations.
3.1 Transmittal of Order Information. We will provide you with Order Information for each Customer order for a Seller Product.
3.2 Collection of Sales Proceeds. We will, with respect to each Customer order for a Seller Product, process the transaction and collect the Sales Proceeds. The Sales Proceeds we collect for Seller Product will be based on the Seller Product price you specify in the price and inventory feed as listed on our Properties. We may set transaction limits on Seller Transactions, and will not be liable to you for blocking or otherwise refusing to proceed with any transaction.
3.3 Payments to Seller. We will pay you the Seller Payments, less Deductions, once per week for Seller Transactions that were completed the previous week; the exact day of payment may vary from week to week. You will provide the Shipment Notification or Order Status Change Notification (web service) for the applicable Seller Transactions; we will not be obligated to pay you for any Seller Transactions where we have not received this information via the Mindzai Marketplace Portal. 
We may withhold Seller Payment(s) or return funds to the Customer in connection with an investigation of any claim or any suspected or alleged wrongful conduct by Seller or any violation of the Agreement Documents, and we will not be liable to you for any such amounts. If you are not performing within the expected levels of service under the Program Policies or are otherwise in breach of the Agreement Documents, we may place your account on hold which will result in a suspension of your account. Upon any termination or suspension of your account by us, we may hold up Seller Payments attributable to your account to allow for the investigation of any Customer claims and for the settlement of all amounts owed to Mindzai. Any sums owing or payable to you by Mindzai will be subject to any claims and defenses made by Mindzai against you. Mindzai may set off and deduct against such sums all present and future amounts owing by you to Mindzai, whether arising under this Agreement or otherwise, including without limitation, all expenses, costs and damages incurred by Mindzai in connection with the Products as a result of your acts, omissions or negligence. Mindzai may create and hold a reserve from amounts owing to you against anticipated liabilities owing by you to Mindzai, including without limitation any liabilities in respect of future warranty and indemnity obligations. You agree that all invoice discrepancies, returns, promotional funds and coop and volume discounts may be deducted from any amounts owing by Mindzai to you. Any outstanding amounts you owe to Mindzai will be invoiced to you and you are expected to pay the invoice via PayPal within 48 hours. 
3.4 Cancellations. If we do not receive a timely Shipment Notification from you within the applicable shipment window as provided in the Program Policies, we may cancel the applicable order, and will have no liability to you with respect to such cancellation, including without limitation, for any shipment made in reliance on the order or notification of such order.
3.5 Responsibility for Fraud; Chargebacks. With respect to Seller Transactions, Mindzai will be responsible for Customer bad debt and chargebacks due to identity theft and fraudulent charges on a Customer’s credit card except in instances where Seller fails to fulfill any Seller Transaction strictly according to the Order Information. For clarity but without limitation, Seller will be responsible for chargebacks partially or completely caused by any of the reasons set out in Exhibit D or any chargeback where Seller has not provided full assistance to Mindzai in a timely manner including as provided in Section 2.11. Mindzai may in its sole discretion withhold, stop, or cancel any Seller Transaction.
3.6 Seller Information and Feedback. We may provide Customers with your contact information (including e-mail address), which Customers may use to communicate with you directly regarding their order. We may also implement feedback mechanisms through which we, Customers, or third parties may publicly post feedback about the Seller Products, you, and your performance, including without limitation, ratings and Customer feedback. We will have no responsibility, obligation or liability with respect to the disclosure of such information to, or any collection, use or disclosure of such information by, any Customer or us.
3.7 Site Control. Notwithstanding any provision of the Agreement Documents, Mindzai may, in its sole discretion, determine the content, appearance, design, functionality and all other aspects of the Mindzai Properties (including the right to re-design, modify, remove and alter the content, appearance, design, navigation, functionality, and other aspects of the Program and/or any page, element, aspect, portion or feature thereof, from time to time) and delay or suspend listing of, or to refuse to list or to de-list, or to require you not to list, any or all products in its sole discretion.
3.8 Investigations; Disputes. If we believe that your actions or performance under the Agreement Documents may result in Customer disputes, chargebacks, or other claims, then we may, in our sole discretion, delay initiating any payments, and withhold any payments to be made or otherwise due to you under the Agreement Documents until the completion of any investigation(s) regarding Seller performance under the Agreement Documents. Disputes between Seller and Mindzai will be resolved in accordance with the dispute resolution process described in the Program Policies.
4. Taxes.
4.1 Collection. We will charge and collect all applicable Sales Taxes from each Customer as part of the Sales Transaction. We will not forward the Sales Taxes to you for remittance on your return to the applicable taxing authority. Mindzai will apply the taxability and the applicable federal and provincial rates based on the information supplied by the Seller. You will be responsible for any shortage or overage of Sales Taxes collected and/or paid as a result of your Required Product Information. You must notify us within 30 days following the invoice dispute process in the event that any taxes have been miscalculated by us or otherwise Mindzai will not be responsible for any taxes charged incorrectly. You will indemnify us from any claims in respect of any unremitted Sales Taxes.
4.2 Mindzai Discretion to Remit Taxes to a Tax Jurisdiction. Notwithstanding the foregoing, we may in our sole discretion remit Sales Taxes to a particular jurisdiction instead of forwarding those Sales Taxes to you.
4.3 Disclaimers; Force Majeure. Mindzai hereby specifically disclaims any responsibility for and obligation to verify, and makes and gives no representation, warranty, guarantee, advice, or guidance regarding, and Seller hereby acknowledges and agrees that no communications of any kind at any time between the parties in connection with the Agreement Documents, are, will be, or will be considered or deemed to be, representations, warranties, guarantees, advice or guidance of any kind regarding: (a) the accuracy of the tax collection services provided or (b) whether or not the amounts collected by Mindzai pursuant to the Agreement Documents will fulfill Seller’s obligations to collect taxes and fees in connection with the Seller Transactions. Mindzai will not be liable for any failure to perform under this Section 4 due to a Force Majeure Event.
4.4 Books & Records; Audit Cooperation. Each Party will maintain appropriate book and records to substantiate its obligations set forth in Section 4. The Parties will mutually cooperate and act in good faith in the event of an audit by any taxing authority relating to any tax period that includes a Seller Transaction. This cooperation may include information to support Sales Taxes collected on Sales Transactions.
4.5 Withholding. Seller acknowledges and agrees that Mindzai may withhold and submit to the appropriate authorities any amounts owing under this Agreement where required by law. We will provide you with documentation evidencing such submission.

5. Customer Information.
5.1 Ownership of Information. Mindzai will own all Customer Information collected through the Mindzai Properties and the Program. Customer Information will be considered Mindzai “Confidential Information” as that term is defined in these Standard Terms and will be treated in accordance therewith.
5.2 Secure Transfer. Each Party will maintain mechanisms that allow it to securely transfer Customer Information (excluding credit card information) for the purposes of Seller fulfilling Seller Transactions, which may include providing the information through our designated agent. We will not transmit credit card information to you and in the event you obtain or come into possession of credit card information you will immediately destroy it and inform us.
5.3 Use of Customer Information and Order Information. You will not, and will cause your affiliates not to, directly or indirectly: (a) disclose or convey any Customer Information or Order Information (except you may disclose this information as necessary for you to perform your obligations under the Agreement Documents and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Customer Information or Order Information for any marketing or promotional purpose whatsoever, or otherwise in any way inconsistent with our or your privacy policy or Applicable Law; (c) contact a person that has ordered a Seller Product that has not yet been delivered with the intention of collecting any amounts in connection therewith or to influence that person to make an alternative purchase; (d) disparage us, our affiliates, or any of their or our respective products or services or (e) target communications of any kind on the basis of the intended recipient being a Mindzai customer. Notwithstanding anything to the contrary herein contained, you may use the Customer Information in fulfilling Customer orders, analyzing buyer preferences, purchasing patterns, and other purposes related to enhancing future Seller Product offerings for the Program but not for Seller’s business generally. In addition, you may use the Customer Information in providing customer support as set forth in the Agreement Documents.
6. Representations and Warranties.
6.1 Seller Materials. Seller represents and warrants that all Seller Materials will: (a) be complete, truthful, accurate and not misleading or otherwise deceptive; (b) not violate the proprietary or other rights of any third party, including but not limited to copyright, patent, trademark, trade secret and other proprietary rights, and rights of publicity and privacy; (c) comply with all Applicable Law; (d) not be defamatory, libelous, unlawfully threatening or unlawfully harassing; and (e) not create liability for Mindzai.
6.2 Seller Products. Seller further represents and warrants that the Seller Products will: (a) not be stolen or counterfeit or contain any illegal materials or components; (b) not violate the intellectual property or other rights of others, including copyright, patent, trademark, trade secret and other proprietary rights, and rights of publicity and privacy; (c) goods that Seller does not have full right to sell in Canada; (d) not contain any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) comply with all Applicable Law, (including without limitation those governing export control, consumer protection, French language requirements, any applicable requirements of the Canadian Standards Association, Industry Canada (including without limitation ICES-003, RSS-210, RSS-310, BETS-7 and RSP-100, and RSS-GEN); payment for blank media or other government or industry mandated taxes, levies or fees, and all environmental stewardship, deposit, packaging and waste levies and similar requirements (collectively “Levies”); (f) comply with the requirements of the Agreement Documents; (g) not contain any material that is obscene, pornographic or contains child pornography; (h) be shipped from a Canadian location; and (i) not create liability for Mindzai.
6.3 Compliance with Laws. Seller warrants and represents that in the conduct of its business and in all other respects it will: (i) comply with all applicable laws, ordinances, rules, regulations, policies, practices, and guidelines, whether federal, provincial or local (collectively the “Laws”); (ii) procure and maintain, at its own expense, all necessary permits and licenses; (iii) comply, and cause its employees and agents to comply, with all reasonable policies and procedures promulgated by Mindzai as to Mindzai premises that are communicated to Seller including without limitation all security and network connectivity guidelines; (iv) be solely responsible for all taxes, wages, benefits, employment insurance premiums, workplace safety and insurance or workers’ compensation premiums, Canada Pension Plan premiums, payroll taxes, disability insurance premiums or any other similar charges applicable to its performance of Services or delivery of the Deliverables hereunder; (v) not violate or infringe upon any patent, copyright, trade secret or other property or contract right of any other person/entity; and (vi) not knowingly include in the Deliverables any virus, Trojan horse, worm, time bomb, cancelbot, disabling device or other computer code, element or feature that may damage, harm, detrimentally interfere with, surreptitiously intercept or expropriate, interrupt, lock, disable, erase, limit the functionality or use of, adversely affect, or facilitate unauthorized access to, the Deliverables or any computer system, hardware, software, or telecommunications equipment on which the Deliverables is or may be hosted or operated or any data on those systems
7. Indemnification. Seller will indemnify, defend and hold harmless Mindzai and its corporate affiliates, designated agents, service providers, sellers, distributors, licensors, officers, directors and employees from any claim or demand, including for reasonable attorneys' fees, made by any third party arising out of or related to any claim, demand or action, which (a) if true, would constitute a breach or violation by Seller of any provision of the Agreement Documents, or of any law, regulation or third-party right (including intellectual property rights), (b) arises from Seller Tax Obligations, (c) alleges failure of Seller to timely pay sums due to any third parties, or (d) arises from the offering for sale, sale, or distribution of any Seller Product.
8. Warranty Disclaimer. MINDZAIPROVIDES THE PROGRAM AND ANY RELATED PRODUCTS, SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION “AS IS.” MINDZAI EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL MINDZAI OR ITS CORPORATE AFFILIATES, DESIGNATED AGENTS, SERVICE PROVIDERS, VENDORS, DISTRIBUTORS, LICENSORS, OR ANY OF THEIR RESPECTIVE OFFICERS DIRECTORS, OR EMPLOYEES, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE AGREEMENT DOCUMENTS, SELLER’S USE OF THE PROGRAM OR ITS SERVICES, ANY ERRORS OR OMMISSIONS (INCLUIDNG WITHOUT LIMITATION ANY PRICING OR PRODUCT INFORMATION ERRORS AS CONTEMPLATED BY SECTION 2.3(B) ABOVE), ANY INFORMATION OBTAINED THROUGH THE PROGRAM, ANY DELAY OR INABILITY TO USE THE PROGRAM OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES TO SELLER IN CONNECTION WITH THE PROGRAM, OR OTHERWISE ARISING OUT OF THE USE OF THE PROGRAM OR THE MINDZAI PROPERTIES WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MINDZAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Effect of Termination. Neither Party will incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other (or for any compensation to the other) arising from or incident to any termination or expiration of the Agreement by such Party which complies with the terms of the Agreement Documents, whether or not the Party is aware of any such damage, loss or expenses. In the event of any termination or expiration and unless otherwise provided by Mindzai to Seller in writing, (a) Seller will fulfill any orders then pending and (b) Seller will continue to handle and process any returns of Seller Products it receives from customers after the effective date of the termination or expiration. Termination is not the sole remedy under the Agreement Documents and, whether or not termination is effected, all other remedies will remain available.
11. Audit. We may, with reasonable notice to you, audit your performance to ensure compliance with the terms of the Agreement Documents, including but not limited to an audit of the records required by Exhibit B.
12. Confidentiality. You will comply with the terms of any nondisclosure agreement between you and Mindzai (or Mindzai’s affiliates) (“NDA”). If no such agreement exists, you and your representatives (a) will protect and keep confidential the existence of the Agreement Documents, its terms and conditions and any other information obtained from Mindzai in connection with the Agreement Documents or related to the Program that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary (including but not limited to all information relating to Mindzai’s technology, customers, business plans, marketing activities and finances), (b) will use such information only for the purpose(s) for which it was originally disclosed and in any case only for the purpose of fulfilling its obligations under the Agreement Documents, and (c) will return all such information to Mindzai or delete such information promptly upon the termination of the Agreement. All such information will remain Mindzai’s exclusive property, and you will have no rights to use such information except as expressly provided herein.
13. Publicity. You will not issue any press release or publicity relating to Mindzai, the Program, or the Agreement Documents, nor will you reference Mindzai or its affiliates in any brochures, advertisements, client lists or other promotional materials.
14. Insurance. You will comply with the Insurance Requirements attached as Schedule B hereto.
15. Notices. We may update these Standard Terms and the Program Policies as provided under the Agreement by posting the updated documents on the Mindzai Marketplace Portal. All notices involving a legal process, termination, assignment, or breach of the Agreement Documents made or given to either Party under this Agreement must be made in writing and will be deemed sufficiently made or given on the date of delivery if delivered in person, by facsimile, by e-mail, or by overnight commercial courier service with tracking capabilities with costs prepaid, or three (3) days after the date of mailing if sent by certified first class mail, return receipt requested and postage prepaid, at the address of the parties set forth herein or other address as may be given from time to time under the terms of this notice provision. Notices will be addressed to the Legal Department and primary business representative of each Party except that notices required under Section 4 (Tax) will also be sent to the attention of the Mindzai Canada Tax Department.
Notices to Mindzai:
Mindzai Productions Inc.
112-3623 Highway 7 E
Markham, Ontario L3R 8X6
Attn: Marketplace Manager; and
info@mindzai.com (if the notice pertains to Sales Taxes)
16. Severability. If any provision of these Agreement Documents is determined by any court or governmental authority to be unenforceable, the parties intend that the Agreement Documents be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.
17. Governing Law; Venue. The Agreement Documents will be governed and interpreted by and under the laws of the Province of Ontario and the Federal laws of Canada Applicable therein, without regard to the conflicts of laws provisions thereof. The Parties expressly consent and submit to the exclusive jurisdiction and venue in the provincial and federal courts located in Markham, Ontario.
18. Survival. In addition to any provisions that survive termination or expiration according to their terms and payment obligations, the following sections shall survive termination or expiration of this Agreement: Definitions, Taxes, Fees; Debit Balances; Customer Information, Representations & Warranties, Indemnification, Warranty Disclaimer, Limitation of Liability, Insurance Requirements, Survival, Confidentiality, Publicity, Use of Mindzai Marks, Notices, and Governing Law, and Venue.
EXHIBIT A - Card Processing Requirements – Merchant agreement

1. Definitions. The following definitions apply to this Exhibit A:
“Card Organization” means any entity formed to administer and promote credit or debit cards, including Visa (“Visa”), MasterCard
(“MasterCard”), and American Express.
“Card Organization Rules” means the rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization and related authorities, including without limitation, those of the PCI Security Standards Council, LLC and the National Automated Clearing House Association.
“Cardholder Data” means information provided by or about a holder of a credit or debit card in the course of a credit or debit card transaction or obtained through the use of a credit or debit card, including but not limited to, name, address, PIN, CVV number, magnetic stripe data and any other similar information, identifying the cardholder or the related account.
“Merchant Provider” means any party engaged to provide services to Mindzai or Seller involving or relating to (1) access to Cardholder Data, transaction data or information related to either Cardholder Data or transaction data; or (2) PIN encryption, including without limitation, Encryption Service Organizations (ESOs).
“OFAC Requirements” means the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury or other governmental or other authorities having jurisdiction.
“Servicers” refers to third parties retained by Mindzai (or its affiliates) to process, sponsor, and/or settle credit or debit card transactions via the Mindzai Properties.
2. Cooperation. Seller will cooperate with Servicers and provide Servicers with all necessary information and assistance required by Servicers to provide their services in accordance with the Card Organization Rules and Applicable Law including, without limitation, the OFAC Requirements.
3. Payment Service Provider. Seller acknowledges that Mindzai has obligations to Card Organizations, Servicers and Merchant Providers and that Seller will cooperate with Mindzai as requested to permit Mindzai to meet such obligations including without limitation by: (a) providing such information as requested by Mindzai, Servicers, Merchant Providers or the Card Organizations including without limitation financial information; (b) refraining from submitting any transactions or transactions types as notified by Mindzai, Servicers, Merchant Providers or the Card Organizations; (c) entering into a separate merchant agreement directly with Servicers, Merchant Providers or Card Organizations as required by such Servicers, Merchant Providers or Card Organizations. Seller acknowledges that Servicers, Merchant Providers, Card Organization or Mindzai may, at any time, terminate Seller’s agreement with a Mindzai, Servicer, Merchant Provider or a Card Organization or prohibit transactions for such Seller from transacting using the network of such Card Organizations or services of such Servicers or Merchant Providers.
4. Direct Relationship. Where required by the Card Organizations Rules or any Merchant Provider, Seller will enter into a direct relationship with third parties under such terms required by such third parties for the purpose of maintaining Mindzai’s compliance with the Card Organization Rules or other contractual requirements. In particular, where Seller generates greater than $100,000 of credit card transactions under Mindzai’s merchant number then Seller will automatically enter into a direct relationship with the Merchant Provider (currently Global Payments) under Merchant Provider’s standard terms to the extent that such standard terms apply to Marketplace transactions.
5. Domestic Transactions. Seller acknowledges that Mindzai may currently only process Marketplace transactions in Canada. If required by Mindzai then Seller will provide a Canadian address for purposes of complying with this requirement. Mindzai may, at its election, use a Mindzai address for determining the location of a Marketplace transaction.
6. Exchange of Information. Mindzai, Card Organizations, Servicers and Merchant Providers may exchange information about Seller with other financial institutions, credit card associations and network organizations, and any other persons for the purpose of providing Seller with the services contemplated under the Merchant Agreement. Seller acknowledges and agrees that (i) Mindzai may, in response to requests from Servicers, Merchant Providers or the Card Organizations, report to the requesting parties information about Seller and its business, some of which information may constitute Seller’s Confidential Information; and (ii) if the Agreement is terminated for cause, Servicers may be required to report Seller’s business name and the names and other identification of its principals to the terminated merchant files maintained by the Card Organizations Servicers, or the Merchant Providers. Principal authorizes Mindzai or any other depository institution to release to Mindzai, Card Organizations, Servicers and Merchant Providers any financial information concerning Seller. Seller acknowledges and agrees that subsequent commercial and credit information may be ordered in connection with updating, reviewing or continuing Seller’s Merchant Agreement.
7. Card Organization Rules. Seller will review and comply with the Card Organization Rules and Applicable Law including, without limitation, the OFAC Requirements and money laundering laws, as amended from time to time and review the same regularly for changes or updates.
8. No Merchant Providers. Seller will not engage a Merchant Provider to process Seller Transactions.
9. Returns; Chargebacks; Related Matters. Seller will comply and will, if necessary, assist Mindzai in complying, with all Card Organization Rules regarding returns, exchanges, credits, and adjustments in connection with Seller Transactions. Seller will not return cash to any Customer in connection with Seller Transactions. Seller will direct the following matters directly to Mindzai: chargebacks, returns, refunds, credits, and adjustments related to Seller Transactions. Seller will not submit any transactions that are contrary to Applicable Law, or that the Sellers knows or ought to have known are illegal in any way.
10. Confidentiality. If and to the extent that Seller receives access to non-public information about Servicers and their business, Seller will treat such information as Mindzai’s Confidential Information under the Agreement Documents.
11. Warranties and Representations. Seller warrants, represents and covenants to Mindzai, Servicers, Merchant Providers and the Card Organizations that: (a) each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Seller for the amount shown on the sales draft as the total sale and constitutes the binding obligation of the cardholder, free from any claim, demand, defence, setoff or other adverse claim whatsoever; (b) each sales draft or other evidence of indebtedness will accurately describe the goods and services that have been sold and delivered to the cardholder or in accordance with his/her instructions; (c) Seller will comply fully with all federal, provincial and local laws, rules and regulations applicable to its business; (d) Seller will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder except as provided by Mindzai; (e) the sales draft will be genuine and authorized by cardholder and not forged or unauthorized; (f) the sales transaction shall have been consummated and the sales draft prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable payment network, as amended from time to time; (g) transaction information, including cardholder names and account numbers, shall be used solely to complete the transaction or to represent a chargeback with respect to such transaction, and the handling, retention and storage of transaction information will
comply with the provisions of the Card Acceptance Guide, applicable laws and the operating regulations and rules of the payment networks, including without limitation the PCI Data Security Standard, as any of which may be modified from time to time; (j) none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Seller; (k) all of the information contained in the Seller Application is true and correct; and (l) Seller is not a resident of the U.S. and is not subject to U.S. taxes. In the event that any foregoing warranty, representation or covenant is breached, the affected transaction may be refused, or prior acceptance revoked and charged back to the Seller. Furthermore, if Seller submits for purchase hereunder a transaction that is not the result of a sale of Seller’s goods or services offered to the general public, or if Seller submits any transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Seller, such sales transaction may be refused or charged back, and Seller hereby agrees to pay, and Seller’s account(s) may be debited for, an additional fee for each such transaction.
NEITHER Mindzai, CARD ORGANIZATIONS, SERVICERS NOR MERCHANT PROVIDERS MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE SERVICES FURNISHED HEREUNDER.
12. Indemnity. Seller agrees to satisfy directly with the cardholder any claim or complaint arising in connection with the card sale, regardless of whether such claim or complaint is brought by the cardholder or any other person or entity. Seller agrees to indemnify and hold Mindzai, Card Organizations, Servicers and Merchant Providers harmless from and against any and all liabilities, losses damages, and disputes, offsets, claims or counterclaims made by a cardholder or any other person or entity, including any fines and penalties issued by Visa, MasterCard, American Express, Interac, or any payment network, and any other fees, costs and related losses arising out of or relating to the processing of transactions by Mindzai, Card Organizations, Servicers and Merchant Providers at Seller’s location(s), any unauthorized use of a Service.
13. Limitation of Liability. Neither Mindzai nor Card Organizations, Servicers and Merchant Providers shall be liable for failure to provide the Services if such failure is due to any cause or condition beyond such party's reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labour or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, the errors or failures of third party systems, or other similar causes beyond such party's control.
The liability, if any, of Mindzai, Card Organizations, Servicers and Merchant Providers for any loss arising out of or relating in any way to this Agreement shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one (1) month's average charge paid by Seller hereunder (exclusive of interchange fees, assessments and any other fees or costs that are imposed by a third party in connection with Seller’s payment processing) for Services during the previous twelve (12) months or such lesser number of months as shall have elapsed subsequent to the effective date of the Agreement. This shall be the extent of Mindzai, Card Organizations, Servicers and Merchant Providers's liability arising out of or relating in any way to this Agreement, including alleged acts of negligence, breach of contract, or otherwise, and regardless of the form in which any legal or equitable action may be brought against Mindzai, Card Organizations, Servicers and Merchant Providers whether contract, tort or otherwise, and the foregoing shall constitute Seller's exclusive remedy. Under no circumstances shall Mindzai, Card Organizations, Servicers or Merchant Providers be liable for any lost profits, lost interest, other economic loss due to the Agreement or for indirect, special, consequential, punitive or exemplary damages arising out of or relating in any way to this Agreement, including but not limited to, damages arising out of placement of Seller's name on any terminated Seller list for any reason, even if Mindzai, Card Organizations, Servicers or Merchant Providers has been advised of the possibility of such damages.
It is agreed that in no event will Mindzai, Card Organizations, Servicers and Merchant Providers be liable for any claim, loss, billing error, damage, or expense caused by Mindzai, Card Organizations, Servicers and Merchant Providers 's performance or failure to perform hereunder which is not reported in writing to Mindzai, Card Organizations, Servicers and Merchant Providers by Seller within thirty (30) days of such failure to perform or, in the event of a billing error, within 90 days of the date of the invoice or applicable statement, and Seller expressly waives any such claim that is not brought within the time periods stated herein.
14. Returned Items / Chargebacks. If a cardholder disputes any transaction, if a transaction is charged back for any reason by the card issuing institution, or if Mindzai, Card Organizations, Servicers and Merchant Providers has any reason to believe a receivable previously purchased is questionable, not genuine, or is otherwise unacceptable under payment network regulations, the amount of such receivable may be charged back and deducted from any payment due to Seller or may be charged against any of Seller's accounts or the Reserve Account (as defined below). Seller acknowledges and agrees that it is bound by the rules of the payment networks with respect to any chargeback. Seller further acknowledges that it is solely responsible for providing Mindzai, Card Organizations, Servicers and Merchant Providers with any available information to re-present a chargeback and that, regardless of any information it provides or does not provide to Mindzai, Card Organizations, Servicers and Merchant Providers in connection with a chargeback or for any other reason, Seller shall be solely responsible for the liability related to such chargeback. A list of some common reasons for chargebacks is contained in the Card Acceptance Guide, however such list is not exclusive and does not limit the generality of the foregoing. If any such amount is uncollectible through withholding from any payments due hereunder or through charging Seller's accounts or deducting it from the Reserve Account, Seller shall, upon demand by Mindzai, Card Organizations, Servicers and Merchant Providers, pay Mindzai, Card Organizations, Servicers and Merchant Providers the full amount of the chargeback. Mindzai will submit an invoice to Seller for any chargebacks and seller is expected to pay the invoice via PayPal within 48 hours. 
Seller understands that obtaining an authorization for any sale shall not constitute a guarantee of payment, and such sales drafts can be returned or charged back to Seller like any other item hereunder.
15. Risk Management. At any time, Mindzai, Card Organizations, Servicers and Merchant Providers may, at their option, establish a reserve account to secure the performance of Seller's obligations to such party under the Agreement (“Reserve Account”). The Reserve Account may be funded, at Mindzai, Card Organizations, Servicers and Merchant Providers ’s sole discretion, through any or all of the following: (a) Direct payment by Seller - At the request of Mindzai, Card Organizations, Servicers and Merchant Providers, Seller will deposit funds to be held as a Reserve Account; (b) The proceeds of receivables presented for purchase; or (c) The transfer by Mindzai, Card Organizations, Servicers and Merchant Providers of funds withdrawn from any of the accounts or any other accounts. Any Reserve Account will be non-interest bearing and its funds may be held until the expiration of any potentially applicable chargeback rights in respect of purchased receivables under the rules and regulations of the payment networks, which holding period may extend beyond termination of the Agreement.
Seller hereby irrevocably authorizes Mindzai, Card Organizations, Servicers and Merchant Providers to instruct any financial institution holding any of the accounts described in the preceding paragraph to transfer funds to Mindzai from any of Seller’s accounts at such financial institution, and Seller agrees that such financial institution shall be unconditionally authorized to act upon such instruction without any further confirmation or authorization from Seller. Seller will hold harmless Mindzai, Card Organizations, Servicers and Merchant Providers and the financial institutions and indemnify them for any claims or losses they may suffer as a result of honouring withdrawal requests from Mindzai, Card Organizations, Servicers and Merchant Providers under the terms of this Agreement.
Upon Mindzai, Card Organizations, Servicers and Merchant Provider’s request, Seller agrees to give Mindzai, Card Organizations, Servicers and Merchant Providers a security interest in (and, in Quebec, an hypothecation on) all said accounts. When requested by Mindzai, Card Organizations, Servicers and Merchant Providers, Seller agrees to execute and deliver any security agreement or other documents reasonably required to document or perfect Mindzai, Card Organizations, Servicers and Merchant Providers ’s security interest in (and/or hypothecation on) such accounts, all at Seller’s sole cost and expense. It is understood and agreed that the rights of Mindzai, Card Organizations, Servicers and Merchant Providers under such security interest or hypothecation shall be in addition to the rights and/or remedies otherwise available to Mindzai, Card Organizations, Servicers and Merchant Providers under the terms of the Agreement, and not in limitation thereof.
16. Data Security.
Seller is responsible for keeping confidential all information relating to Seller’s customers. Except as specifically required by law, Seller may not use, disclose or remit to any third party the names or account numbers or other transaction information appearing on a card or contained on its magnetic stripe or chip (or recorded on any document or form evidencing such information) for purposes other than for the sole purpose of completing a credit or debit transaction, as applicable. Seller agrees to store all tangible records of transaction information, including but not limited to sales drafts and transaction receipts, in a secure area limited to selected personnel, and, prior to discarding, to destroy the information in a manner rendering it unreadable. Seller agrees that representatives of Mindzai, Card Organizations, Servicers and Merchant Providers, and/or the payment networks may inspect Seller’s premises, point of sale terminals, PIN pads and computers for the purpose of verifying that cardholder names, account numbers and other transaction information is securely stored and processed, and Seller furthermore agrees to cooperate with them in any investigation of suspected or confirmed loss or theft of cardholder names, account numbers or other transaction information.
Seller acknowledges and agrees that Mindzai, Card Organizations, Servicers and Merchant Providers or their designated agents may perform a due diligence review to determine that Seller is able to comply with all applicable requirements for the services, including but not limited to security and technical standards specified by Mindzai, Card Organizations, Servicers and Merchant Providers, Interac and/or additional debit networks. Seller acknowledges that additional due diligence may be conducted by Mindzai, Card Organizations, Servicers and Merchant Providers or its designated agents in the event of a change in control of Seller’s business. Mindzai, Card Organizations, Servicers and Merchant Providers shall not be required to provide the services to Seller if Mindzai, Card Organizations, Servicers and Merchant Providers determines that to do so would pose a material risk to the security or integrity of the services.
Seller agrees to comply with, and to cause any third party who provides Seller with services related to payment processing or facilitates Seller’s ability to accept credit and debit cards and who is not a party to this Agreement to comply with and be bound by, the rules and regulations of the payment networks related to cardholder and transaction information security including, without limitation, all rules and regulations imposed by the Payment Card industry (PCI) Security Standards Council, including the PCI Data Security Standard as it may be modified and amended from time to time (available at the PCI Security Standards Council web site www.pcisecuritystandards.org), VISA’s Account Information Security Standards, MasterCard’s Site Data Protection Program, the American Express Data Security Requirements (available at www.americanexpress.ca/dsr), as well as all other payment network requirements related to cardholder and transaction information security. VISA, MasterCard, and American Express web sites provide Sellers with detailed information, which may be modified from time to time, regarding compliance with data privacy and security obligations.
17. Additional Requirements. Mindzai may, from time to time, notify Seller of additional requirements of Servicers or Card Organizations. Seller will be bound to these requirements as of the date of this notification without the necessity of amending the Agreement Documents.

EXHIBIT B - SELLER PRODUCT REQUIREMENTS FOR REFURBISHED PRODUCTS, PRE-OWNED PRODUCTS, CHILDREN’S PRODUCTS, AND REGULATED PRODUCTS
1. Refurbished Products. If any Seller Products consist of Refurbished Products, Seller will ensure the Refurbished Products comply with the following requirements:
a. All Refurbished Products have been sent back to the OEM or other refurbishment or repair center where they have undergone troubleshooting and repair by professional technicians. Seller will also ensure that such products have been restored to like-new condition and functionality in accordance with OEM specifications.
b. The refurbished condition of Refurbished Product sold on Mindzai Marketplace must be cosmetic Grade A that has been processed and re- inspected to look and perform in “Like New Condition” without any visible imperfections and include all parts and accessories (original or comparable substitutes).
c. Refurbished Product must contain an intact serial number if the original product came with a serial number.
d. Only Refurbished Products that have been repaired by the OEM (or a third party authorized by the OEM to refurbish such products on its behalf) may be labeled as “factory refurbished” products. e.Refurbished Products must be identified as refurbished product and may not be sold Shipment Notfication or original product. Refurbished Products may or may not come in their original packaging, depending on the manufacturer and the product, but the physical packaging must include a label or other marking that clearly indicates the product is refurbished.
f. Seller must provide Mindzai a description of Seller’s Refurbished Product program (i.e. how products are selected and the process for refurbishing) together with all relevant terms and conditions applicable to the sale of Refurbished Products by Seller that differ from Seller’s standard terms and conditions.
g. Seller must comply with all Applicable Law governing the offer for sale and sale of Refurbished Products.
h. Seller will ensure all Refurbished Products are wiped back to factory new condition and properly sanitized. This includes removing all customer data and personally identifiable information from Pre-Owned Product and conformity with Applicable Law where applicable.
2. Pre-Owned Products. If any Seller Products consist of Pre-Owned Products, Seller will ensure the Pre-Owned Products comply with the following requirements:
a. Seller has rigorously tested the Pre-Owned Products for power and functionality to ensure proper working condition prior to listing them for sale.
b. The Pre-Owned Products contain an intact serial number if the original product came with a serial number.

c. As part of the Pre-Owned Product description, Seller must: assign a product grade; clearly document any missing parts and/or accessories; and note any cosmetic blemishes and imperfections within the product description.
d. Pre-Owned Product must be identified as pre-owned product and must contain the same original UPC used by the OEM for the same product in new condition; such product may not be sold as new, original, or refurbished product. Pre-Owned Products may or may not come in their original packaging, depending on the manufacturer and the product, but the physical packaging must include a label or other marking that clearly indicates the product is pre-owned.
e. Seller must provide Mindzai a description of Seller’s Pre-Owned Product program (e.g. how products are selected and the process for testing their functionality) together with all relevant terms and conditions applicable to the sale of Pre-Owned Products by Seller that differ from Seller’s standard terms and conditions all of which information may be posted by Mindzai on the Marketplace Seller Page.
f. Seller must comply with all Applicable Law governing the offer for sale and sale of pre-owned Products. 

g. Seller will ensure all Pre-Owned Products are wiped back to factory new condition and properly sanitized. This includes removing all customer data and personally identifiable information from Pre-Owned Product and conformity with Applicable Law where applicable.
3. Children’s Products. If any Seller Products consist of Children’s Products, Seller will ensure the Children’s Products comply with the requirements below. In the event Seller is not the manufacturer of the products, Seller will work directly with the manufacturer and importer, if applicable, to ensure compliance with the terms of the Agreement Documents.
a. Seller will confirm by signature that the Children’s Products meet all rules, bans, standards and regulations for toys and children’s products as set forth in Applicable Law, including without limitation Industry Canada.
b. You will ensure that Children’s Products are tested by a third party, accredited testing laboratory in accordance with Industry Canada requirements.
c. You will include in the Seller Materials (as part of the product description) and on the product packaging the manufacturer’s suggested age grading and any required warnings and information (e.g. warnings regarding small parts, dangerous substances, hazards, etc.).
d. Before listing a Children’s Product for sale on the Mindzai Marketplace, Seller must have issued a Children’s Product Certificate (CPC) for each Children’s Product (or have access to a soft copy or URL of the CPC if Seller is not the manufacturer or importer of the Children’s Product). Seller will provide a copy of the applicable CPC to Mindzai within 2 Business Days of Mindzai’s request.
e. You will include in your policies relating to the sourcing of Children’s Products and compliance with Applicable Law undue influence procedures and training even if you are not the importer or manufacturer of the Children’s Products.
f. Seller will maintain, or have access to from the manufacturer or importer, records for 5 years from the date of production of the product, including:
1) a copy of the Children's Product Certificate for each product,
2) records of each third party certification test (for each manufacturing site),
3) descriptions of all material changes in product design (e.g. changes in functionality, color, substances, etc.), manufacturing
process, and component part sourcing,
4) certification test run and test values,
5) documentation of the testing of representative samples during periodic testing, including the number of representative samples selected, the procedure used to select representative samples, the basis for inferring compliance of the product manufactured during the periodic testing interval from the results of the tested samples,
6) undue influence procedures, including training materials and training records of all employees trained on these procedures, and attestations, and
7) the following periodic test records:
i. a periodic test plan and periodic test results (completed at least once per year) by an accredited third party lab accepted by Industry Canada) for each manufacturing site;
ii. a production test plan, production test results, and periodic test results (completed at least once every two years) by an accredited third party lab accepted by Industry Canada); or
iii. results of tests conducted by a testing laboratory accredited to ISO/IEC 17025:2005 using the same test method(s) used for certification testing and periodic test results (completed at least once every three years);
h. Seller will make the records available, in hard copy or electronically (such as through email or via an Internet website), for inspection by Industry Canada upon request as set forth in the regulations.
4. Regulated Products. If any Seller Products consist of Regulated Products, Seller will ensure the Regulated Products comply with the requirements below. If Seller is not the manufacturer of the products, Seller will work directly with the manufacturer or importer to ensure compliance with the terms of the Agreement Documents.
a. Seller will confirm by signature that the Regulated Products meet all applicable rules, bans, standards and regulations for the products as set forth in Applicable Law, including without limitation Industry Canada.
b. You will test and certify as compliant all Regulated Products through issuance of a General Certificate of Conformity (“GCC”). You will conduct the testing in accordance with Industry Canada requirements before the Regulated Product is imported or, for domestically manufactured products, introduced into commerce, and whenever there has been a material change to the product or the manufacturing process.
c. Before offering a Regulated Product for sale on the Mindzai Marketplace, you will have issued a GCC for each Regulated Product (or have access to a soft copy or URL of the GCC if Seller is not the manufacturer or importer of the Regulated Product); and you will provide a copy of the GCC to Mindzai within 2 Business Days of request.
d. You will conduct thorough validation testing for any material changes to a Regulated Product (e.g. changes in product design or manufacturing process, including sourcing) to ensure that these changes do not create a failure or hazard.
EXHIBIT C - CHARGEBACKS

For clarity but without limitation, Seller will be responsible for chargebacks partially or completely caused by any of the reasons:

MARKETPLACE PROGRAM POLICIES
Refer to your Marketplace Seller Agreement and the Marketplace Standard Terms for definitions of capitalized terms not otherwise defined in these Program Policies.
“Account Manager” means your Mindzai Marketplace Account Manager.
“Marketplace Customer Emails” means the transactional emails we send to Customers to confirm orders, shipment, and order cancellation or refunds for Seller Products, as well as to request Customer feedback.
“Seller Setup Form” means the form we provide to you at the time we set you up as a new seller in the Program.
“Seller’s Store” means the Mindzai Marketplace interface created to support all products, offers, inventory and pricing uploads.
“Shipping Fee(s)” means the shipping and handling fees you charge on a per item basis for each Seller Product.
“Total Price” means the total amount charged to a Customer for each Seller Product sold through the Program. This includes any fees charged for shipping and/or handling, but excludes amounts attributable to Sales Taxes.
2 Seller Setup Form and Contact Information
You will integrate with the Program in accordance with such requirements as provided by Mindzai from time to time. You will provide us with all reasonable information we require to set you up as a Seller in the Program. We may share this information with service providers, suppliers, credit card companies, or any other third party that supports your participation in the Program.
You must complete the Seller Setup Form and all Agreement Documents before we will consider adding you as a new seller or authorizing any of your Seller Product listings. Upon setup, you will also provide us with contact information for your customer service representatives that will be responsible for responding to and resolving any customer service issues. Upon request, you will provide us with a designated contact person (including name, title, phone and e-mail address) who is responsible for ensuring compliance with the Agreement Documents, including but not limited to those specified in Exhibit B of the Standard Terms.
You will promptly notify your Account Manager in writing of any changes or updates to information you originally supplied to us via the Seller Setup Form.
3 Connecting to the Mindzai Mindzai Marketplace Portal
You are required to regularly visit the Mindzai Marketplace Portal in order to stay apprised of Program information, including updates to these Program Policies, the Marketplace Standard Terms, and other relevant updates. To gain access to this portal and set up an account, you must contact your Account Manager.
4 Fees
Subscription Fees
At least 5 days in advance of your setup as a seller in the Program, you will pay us a monthly Subscription Fee for the applicable amount below. The Subscription Fee will be one monthly fee for all Product categories you list for sale in the Program. After your first month participating in the Program, we will deduct the Subscription Fee from your Seller Payment approximately the first week of the month. If your Seller Payment does not cover the amount of the Subscription Fee in full, you will pay us the full amount within 15 Business Days of request.
Subscription Fee: $29.99/month

Commission Fees
For each Seller Product sold, you will owe Mindzai a Commission Fee that we will calculate by multiplying the Commission Rate for the applicable Seller Product Category set forth below times the Total Price of each Seller Product and the applicable shipping fees charged to a Customer as part of a Seller Transaction. A summary Commission Rate table may be found in the attached Schedule A. The summary commission table is for reference only and is not binding on Mindzai. The current official Commission Rate for any Seller Product Category may be found at the Mindzai Marketplace Portal under Information / Commission Fees and such commissions will be deemed accurate. In the event of any discrepancy between Commission Rates set out in any other document, marketing material or verbal representations, the Commission Rates in the Mindzai Marketplace Portal will be deemed correct. We will assign each Seller Product to one of the Seller Product Categories at the time it is set up in the system.
5 Product Listing Requirements and Assortment
We may remove a Seller Product from the Program at any time and for any reason at our sole discretion.
Excluded Products
Except with Mindzai’s prior written consent making reference to this Section 5.1, you may not list or otherwise offer for sale any of the items below as a Seller Product:
• Alcoholic beverages and alcohol-related products
• Body branding and permanent tattoos 

• Charity and fundraising products (e.g. products listed for sale on behalf of a charity or other third party organization) 

• Contracts, including cell phone (wireless) service contracts 

• Counterfeit products 

• Any product that has been illegally replicated, reproduced or manufactured 

• Dietary supplement products or any products containing ephedrine group alkaloids 

• Drugs, drug-like substances, and drug paraphernalia 

• Digital downloads 

• Electronic cigarettes 

• Embargoed goods and items imported from countries with whom Canada has enacted a trade embargo 

• Etching cream that is capable of defacing property 

• Firearms, handguns, BB devices, lethal weapons, weapons and related products, including pepper spray, 
replicas, stun guns, ammunition, reloaded ammunition, handgun safety certificates, and military items 

• Fireworks 

• Certain food and healthcare items; medical devices, including contact lenses, pacemakers, and surgical instruments 

• Gambling and lottery items, including tickets or shares in a lottery game and slot machines 

• Goods that you are not authorized or permitted to sell

• Hazardous materials (e.g. fire extinguishers, refrigerants, and radioactive materials) 

• Illegal products or items encouraging illegal activity 

• Imported goods not authorized for sale in North America– examples include toys that were authorized only for distribution in a non-US country 

• Items that infringe upon individual privacy rights 

• Mailing lists and personal information 

• Manufacturers' coupons 

• Multi-level marketing, pyramid, and matrix programs 

• Obscene matter and products featuring nudity or pornography 

• Offensive material – examples include ethnically or racially offensive and material and Nazi memorabilia 

• Paint contained in aerosol containers that is capable of defacing property 

• Political memorabilia (reproduction) 

• Recalled items 

• Recopied media 

• Services of any type – examples include installation, extended warranty, travel industry services 

• Recopied or duplicated software; as well as academic, OEM, back-up, fulfillment, promotional, beta (pre-release), 

unauthorized freeware/shareware, and softlifted versions of software
• Postal stamps 

• Salvia and any products, materials, or substances containing Salvia divinorum or Salvinorin A 

• Stocks and other securities 

• Stolen products and products with removed serial numbers 

• Tanning devices, including ultraviolet tanning devices 

• Tobacco, cigarette, or cigarette papers, or blunt wraps, or any other preparation of tobacco, or any other 
instrument or paraphernalia that is designed for the smoking or ingestion of tobacco, products prepared from 
tobacco, or any controlled substance 

• Unauthorized or unlicensed merchandise, and merchandise that violates the intellectual property rights of others 

• Recopied and transferred video games, as well as mod chips, silver disks, video game emulators, Sega boot disks, game enhancers, unauthorized video game compilations, unauthorized bundles of video game products, and unauthorized accessories
Assortment Process 
5.2.1 Submission and Authorization 
You will upload your product assortment you believe will resonate with Customers purchasing through the Program through the Seller’s Portal as per instructions provided. We reserve the right to limit, modify, allocate or otherwise modify the number of type of Seller Product listings for each Seller at any time. We may limit the number of Sellers for each product SKU or permit multiple Sellers per Seller Product Listing at our discretion. 
5.2.2 Pricing
a. All prices should be uploaded through the “Offer” funnel within the Seller’s Shop. Our target is to publish updates and have them appear on our site within one hour. 

b. You retain sole discretion over your pricing and under no circumstances will Mindzai make pricing decisions on your behalf. If your listings are subject to a manufacturer’s published policy (e.g. minimum advertised price or a “MAP” policy, or UMRP), you, and not Mindzai, are solely responsible for responding to manufacturer inquires about your listings. 

c. We expect the Total Price of each Seller Product to be at least as low as the Total Price of Seller Products you list for sale through your other sales channels. 

• 5.2.3 Item Setup 
Upon authorizing a Seller Product, we will set it up in the applicable Mindzai category and assign the applicable Commission Rate based on the UPC and condition information you provide to us. We reserve sole discretion over assigning Seller Product to the applicable Product Category for purposes of calculating Commission Fees. 
Unless you can demonstrate to our reasonable satisfaction that you exclusively own a particular UPC + condition, any seller may list against any UPC + Condition. If we determine you are purchasing UPC codes solely for the purpose of blocking other sellers from listing against that UPC, we may immediately suspend your participation in the Program. 
We expect you to provide all Required Product Information at the time of item setup and no later than 2 Business Days if requested by Mindzai. We may reject the item setup for any Seller Product for which you fail to provide all Required Product Information. 
5.2.4 Pricing and Inventory Updates 
You will ensure all inventory and pricing information for your listings is accurate and kept up to date at all times through your Seller’s Shop. 
5.2.5 Out of Stock or Discontinued Products 
You will promptly notify us when you no longer have inventory for a Seller Product and wish to de-list it from Marketplace. We may remove or de-authorize any Seller Product and/or listing at our discretion. 

Mindzai reserves the right to remove any products that are out of stock. The Seller will still be able to upload the product again once the item is back in-stock.
5.2.6 Underperforming Products
Mindzai reserves the right to remove any product that is not performing to our expectations. You may request authorization to re-upload the product by providing a marketing or pricing strategy to your Mindzai Marketplace Account Manager.
6 Order Process
6.1 Order Fulfillment Expectation
Mindzai expects that orders will be shipped in most cases within 2 Business Days. You must ship all Customer orders within 7 calendar days of order placement. If you cannot ship an order within this time period, we expect you to promptly cancel the order. We will then notify the Customer via email that the order has been canceled. For any canceled order, you must immediately review your inventory feed to ensure it accurately reflects your inventory levels. Any order that has not been flagged as shipped in the Seller Shop within 7 calendar days will be automatically cancelled by Mindzai.
6.2 Confirmation
o You must confirm shipment to Mindzai through the Seller Portal once you have shipped an order to a Customer. We expect to receive the shipment confirmation as well as tracking number promptly upon item being physically shipped.
o You may not provide false tracking numbers or false shipment confirmations. Providing false information may result in immediate termination from the Program.
o Envelope shipments are excluded from the requirement to provide a tracking number. For such envelope shipments without a tracking number, you are responsible for all incidents where customer claims not to have received the shipment or part thereof. Mindzai will instruct you to re-ship the item with a valid tracking number at your own cost or ask you to credit the customer for the item that did not arrive. You may not dispute the customer’s claim.
o Customer emails:
You may not send Customers any unsolicited emails regarding their orders or ask for any type of feedback.
Except for the Marketplace Customer Emails we send, you will work directly with Customers to resolve any issues according to the terms of the Agreement Documents. In responding to Customers, you will not include any links to your properties or direct Customers to your website.
6.3 Backorders
o You may not backorder any Seller Products unless you can fulfill the order within 7 calendar days. You will cancel the order immediately if you cannot fulfill the order within this timeframe. For any canceled order, you will immediately review your inventory feed to ensure it accurately reflects your inventory levels.
6.4 Seller cancellations
o If you do not confirm shipment within 7 calendar days of receiving an order, we may cancel the order. If we cancel an order, we will send a cancellation and notify the Customer via email.
6.5 Customer cancellations
o If a Customer asks us to cancel an order, we will instruct the Customer to review our return policy and we may refer the customer to communicate with you directly. If you have not already shipped the order, you should cancel it; otherwise you should inform the Customer of your return process and policy.
6.6 Partial shipments
o You should fulfill as much of an order as you can, even if it results in a partial shipment. You will communicate all shipped product through the portal and cancel any remaining part of the order that you are unable to fulfill, which will generate a Mindzai email to the Customer.
7 Cancellation Rate
In order to remain a seller in the Program, you may not exceed a 5% seller-initiated cancellation rate. If you exceed a 5% cancellation rate, we may suspend your account.
8 Packaging and Shipping
Packaging
You are responsible for any damage and risk of loss incurred prior to the Customer’s receipt of the Seller Products. We encourage you to securely package all orders to minimize the chance of damage during shipping. You will legibly print both the shipping address and the return address on every package.

Shipping
8.2.1 Shipping Timeline
Mindzai expects that orders will be shipped in most cases within 2 Business Days. Any order that has not been flagged as shipped in the Seller Portal within 7 calendar days will be automatically cancelled by Mindzai.
8.2.2 Shipping Methods
You will ship all Products via a standard shipping method with a level of service equal to or exceeding the level of service on the order. To avoid errors with order processing and Customer dissatisfaction, you will notify us of your preferred carriers at the time of seller setup and by informing your Account Manager of any changes thereafter. You may offer customers expedited and express shipping options. You will ensure the order arrives at the delivery address within the appropriate ship window.
8.2.3 Shipping Fees
You will provide your Shipping Fees and you will provide at least one level of shipping pricing. If you do not provide pricing for all shipping options, only the options you select may be available to Customers. If you do not provide a value for standard shipping the default shipping rates will apply. If you do not provide any shipping option then we will set shipping at standard ground shipping and our standard rate. You may charge reasonable rates for Shipping Fees for the purpose of recovering, in whole or in part, your actual shipping and handling costs. You will not intentionally charge customers higher Shipping Fees for the purpose of misleading customers with lower sales prices for Seller Product or otherwise disguising the Total Price. If you violate this prohibition, we may suspend your participation in the Program. You will ship the Seller Product via the method of shipping that the Customer selects, regardless of whether the Shipping Fee covers the actual cost. We will reimburse you the shipping fee separately outside of the seller portal.
9 Customer Service & Dispute Resolution
You will ensure your customer service representatives respond to any Mindzai inquiry within 1 Business Day.
If a Customer contacts you directly, you must respond within 1 Business Day and your response must focus on the existing Product(s) or order. You will not contact the Customer directly or respond to Customer inquiries for the purpose of promoting or selling Product(s) directly through you instead of Mindzai. If this happens, your account will immediately be suspended.
You will work with the Customer in good faith to resolve any issues or disputes with respect to an order placed through the Program. You will provide a refund to the Customer within 1 Business Day of receiving notification from the Customer directly or Mindzai for any of the following reasons: (i) the Customer did not receive the Product, (ii) the Product was damaged during shipment, (iii) the Product does not match the description as listed in the Program, or (iv) the Customer received the wrong Product. We will not contact Customers on your behalf. In the event you are unable to resolve a dispute to the Customer’s satisfaction, Mindzai will assist both customer and Seller in order to ensure proper resolution. If we deem it necessary to compensate such Customer, we reserve the right to deduct the amount of such compensation from your Seller Payment.
Additional requirements apply for credit card disputes. See Credit Card Dispute Resolution (section 11).
10 Returns Requirements
You will process and complete returns systematically through Mindzai Marketplace Platform within 1 Business Day of receiving the returned Product. If you process and complete a return substantially beyond your stated return policy without
Mindzai approval, we reserve the right to retain the associated Commission Fee in full and we will not refund such Commission Fee to you in connection with such return. A return transaction is completed when the system shows it is completed. You will ensure accurate accounting and crediting of each party’s accounts relating to returned Product. You will provide us with detailed reporting of all returns.

Return Policy
At minimum, your returns policy should include instructions on how to return the item(s), including the specified time period in which returns are accepted, you will not charge any restocking or similar fee as part of processing returns through the Program unless you have our prior written approval to do so. If we discover that you have charged a restocking fee (or similar fee), we may immediately suspend your participation in the Mindzai Marketplace. You must notify Mindzai of any changes to your return policy to be posted on the Seller information page at least 10 days in advance of such change.
11 Credit Card Dispute Resolution
We will research any credit card charge a Customer disputes with us. We will contact you for any relevant information regarding the claim. You will respond within 2 Business Days with the requested information. If you do not respond, we will debit your account for the amount of the claim. When appropriate, we will review all relevant details associated with a chargeback or any request under the Mindzai Marketplace Promise for both the Seller and Customer involved in the claim. This may include, but is not limited to, account history, Customer comments regarding a Mindzai Marketplace Promise request or chargeback, shipping and tracking information and other relevant details. Any decision we make with respect to a Mindzai Marketplace Promise request or chargeback will be final.
12 Seller Feedback Rating
We may post feedback from our Customers regarding their experiences with our Marketplace sellers. We may edit or remove feedback for profanity or in instances where Customers have left personally identifying information or the review content is not related to the Seller. We do not remove feedback simply because it reflects negatively on a Seller review score.
13. Seller Disputes
In the event you disagree with any deduction taken by Mindzai,
 Mindzai requires all disputes to be filed no later than 90 days of the payment date. 

 Mindzai will log, track, and investigate each dispute in a timely manner. Mindzai will review and attempt to resolve 
a disputed deduction within 30 days. 

 Upon completion of the investigation of a dispute by Mindzai, a response inclusive of any supporting 
documentation will be visible to the Mindzai Marketplace Portal. If a repayment is required to you, the amount determined to be due will be paid back directly on the next regularly scheduled payment. 
14. Seller Payments 
You are required to enroll in PayPal and provide us with your PayPal email for payment. For questions related to the payment process or login help, please call to speak with your Account Manager at Mindzai.
SCHEDULE A 
Summary Marketplace Commission Rate Table

Everything sold on Mindzai Marketplace has a commission rate of 15% unless specifically agreed upon in writing with Mindzai.