COMPREHENSIVE YOOVER MARKETPLACE PROGRAM VENDOR AGREEMENT

(Terms and Conditions for Yoover Marketplace Program, and Yoover Ad Center)

ARTICLE I: INTRODUCTION

Welcome to the Yoover.com Marketplace Program.

The terms contained in Article I apply to all Yoover Marketplace Vendors.

This Comprehensive Yoover Marketplace Program Vendor Agreement (“Agreement”) consists of (1) the Yoover Marketplace Terms and Conditions (“Yoover Marketplace Terms and Conditions”), (2) the Yoover FulfillmentServices Terms and Conditions (if you select to participate in Yoover Services (as defined herein)), (3) the Multichannel Fulfillment Services Terms and Conditions (if you select to participate in Multichannel YOOVERServices (as defined herein)), (4) the Yoover Ad Center Platform Terms of Use (if you participate in the Yoover AdCenter (as defined herein)), and (5) all Yoover.com Marketplace Program policies and guidelines for Vendors and other policies referenced herein (together, the “Vendor Policies”), which are incorporated by reference.

This Agreement applies to any entity (“Vendor”, or “you”) that wants to sell goods or services (“Products”) in the Yoover.com Marketplace through the Yoover.com site or any Yoover applications (“Yoover.com Sites”), use any order processing, fulfillment, shipping, returns, or other services related to the Yoover.com Marketplace provided by or for Yoover, including, but not limited to Yoover Ad Center (as defined in Article IV) (“Yoover.com Services”), or use any platform, portal, web service, application, interface, or other tool provided by or for Yoover.com in connection with the Yoover.com Marketplace (“Yoover.com Tools”). The Yoover.com Sites, the Yoover.com Services and Yoover.com Tools shall be collectively known as the Yoover.com Marketplace Program, the Yoover.com Marketplace, or the Marketplace Program.

By submitting your application, clicking the “I’ve read and agree to the Terms for Yoover Marketplace, Yoover Fulfillment Services, and Yoover Ad Center” check box which you are prompted to click or by offering any Products for sale on the Yoover.com Marketplace, using any of the Yoover.com Services,or using any of the Yoover.com Tools, you agree to be bound by all terms and conditions of this Agreement(including the Vendor Policies), as this Agreement (or the VendorPolicies) may be updated from time totime in accordance with this Agreement. You represent and warrant that you are registering with the Yoover.com Marketplace on behalf of an entity and that you have the requisite right, power, and authority to enter into thisAgreement on behalf of the entity you register with the Yoover.com Marketplace. You represent and warrant that youwill update all of the information you provide to us in connection with the Yoover.com Marketplace, Yoover.comServices and Yoover.com Tools as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information) from time to time.

Yoover.com may change this Agreement or the Vendor Policies, including by introducing entirely new terms onsubjects not previously addressed, at any time in its sole discretion. The changes will be effective upon posting ofsuch updates in Seller Center, which is the primary web-based interface provided to you by Yoover.com as part of the Marketplace Program. You are responsible for reviewing such postings and any applicable changes. Yourcontinued participation in the Marketplace Program, including offering any Products for sale on the Yoover.comMarketplace, using any of the Yoover.com Services, or using any of the Yoover.com Tools constitutes your acceptance of such changes. If you do not agree to any posted changes, do not continue to use the Yoover.comMarketplace, the Yoover.com Services, or the Yoover.com Tools.

ARTICLE II: YOOVER MARKETPLACE PROGRAM TERMS AND CONDITIONS

The terms contained in Article II apply to all Yoover Marketplace Vendors.

Yoover.com’s Role

Yoover.com, through the Yoover.com Marketplace Program, provides the Yoover.com Sites, Yoover.com Tools, and Yoover.com Services to enable you to sell your Products to third party buyers (“Customers”). You mayonly sell those Products you have the legal right to sell and must do so consistent with the terms and conditions of this Agreement. All transactions with Customers are between you and the Customer, and you will be the seller of record. Yoover.com is not a party to any transactions although Yoover.com will provide the Yoover.com Services in connection with the transactions as expressly set forth in Section 6. You acknowledge and agree that Yoover.com may contract with third-party service providers to provide Yoover.com Services, management software and other services for the Yoover.com Marketplace Program.

2. General Product Policy

Product Guidelines. The Yoover Marketplace Terms and Conditions describe certain general obligations regarding Products you may and may not list on the Yoover.com Marketplace. The Prohibited Products Policy provide more detail regarding com’s product requirements. You will not list, market, promote, offer for sale, or sell any Products through the Yoover.com Sites in violation of this Agreement (including the Prohibited Products Policy).

Abiding by the Law. You will (and you represent and warrant that you will) comply with all applicable“Laws” (meaning all applicable laws, regulations, legal requirements, and generally accepted industry standards and self-regulatory principles), including Laws related to marketing, packaging, consumer and product safety, product testing, labeling, and pricing in connection with this Agreement; your use of the Yoover.com Marketplace, the Yoover.com Services, and the Yoover.com Tools, and your marketing, promotion, offering for sale, or selling any Products through the Yoover.com Marketplace. Upon Yoover.com’s request, you will promptly provide Yoover.com with (i) certificates of authenticity (or similar documentation) for Products, (ii) documentation (e.g. email verifications from the brand owner or supplier) showing that you have a legal right to sell the Products through the Yoover.com Sites, (iii) documentation (e.g. email verifications from applicable rights holders) showing that you are licensed or otherwise have a right to use any Vendor Product Content (as defined below), and (iv) any other information or documentation requested by Yoover.com.

S. Only. You will only offer Products for sale on the Yoover.com Sites that may legally be sold and shipped in all U.S. states.

Legal Right to Sell. You may sell a Product on Yoover.com through the Marketplace Program if youare an authorized reseller of that Product, or purchased or otherwise legally acquired that Product from an authorized reseller of that Product, or otherwise have a legal right to sell that Product.

Product You may only sell Products through the Marketplace Program that are authentic. You will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. You may not (and you representand warrant that you will not) list any Product or Vendor Product Content on the Yoover.com Sites or through the Marketplace Program that is counterfeit, illegal, stolen, or fraudulent, or infringes any third-party “Intellectual Property Rights” (meaning any patent, copyright, trademark, service mark, trade dress (including any proprietary“look and feel”), trade name, logo, moral right, trade secret and any other intellectual property or proprietary right),or that you otherwise do not have the right to sell. All information you provide about the Product will be accurate, current, and complete and not misleading, deceptive, or fraudulent in any way.

Prohibited or Restricted Listings. com, in its sole discretion, may remove (but does nothave the affirmatively obligation) listings or Vendor Product Content, or prohibit you or ask you to refrain from listing any Products or providing any Vendor Product Content. In addition, Yoover.com may remove your listings in its sole discretion in response to notices of alleged copyright infringement, trademark misappropriation, or other Intellectual Property Rights or other claims. If Yoover.com requests that you remove Products or Vendor Product Content from the Yoover.com Sites, you will make commercially reasonable efforts to remove the Products or Vendor Product Content within 24 hours of such request so that the Products and related Vendor Product Content no longer appearon the Yoover.com Sites. You will not list or include such removed Products or Vendor Product Content on the Yoover.com Sites at any time unless their inclusion is specifically authorized by Yoover.com in writing.

3. Vendor Product Content and Vendor Trademarks

You may provide, link to, or opt into certain product information and any related media, materials, links, images, and other content (together, the “Vendor Product Content”) in connection with this Agreement. Yourepresent and warrant that all Vendor Product Content you provide, link to, or opt into is truthful and accurate and is in compliance with all Vendor Policies and that you will not use Vendor Product Content to redirect end users ofthe Yoover.com Sites to any other sales channels. You hereby grant Yoover.com and its affiliates, and its service providers and marketing partners, a non-exclusive, royalty-free, perpetual, sublicensable, irrevocable right and license (a) to publish, reproduce, display, distribute, transmit and otherwise use Vendor’s name, trademarks, service marks, and logos (“Vendor Marks”), and (b) to publish and perform, reproduce, distribute, transmit, display, modify, create derivative works of, and otherwise use and commercially exploit all Vendor Product Content, in each case in connection with the Yoover.com Marketplace Program (including without limitation advertising, marketing and promoting the Products, other products, or the Marketplace Program through the Yoover.com Sites, third party websites, e-mail, social media or any other medium). Yoover.com and its affiliates may permit Customers, otherusers of the Yoover.com Sites, and other third parties to share and post Vendor Product Content on their websites, applications, and social media outlets. You acknowledge and agree that Yoover.com assumes no responsibility or liability for any Vendor Product Content (including, but not limited to, no responsibility for reviewing or policing such Vendor Product Content or any third party’s use of such Vendor Product Content), and you are solely responsiblefor the use of your use of the Vendor Product Content.

4. Required Product Information

Vendor Product Content. In order to list a Product for sale on the Yoover.com Sites, you must provide all requested Vendor Product Content. You must also provide Yoover.com with all warnings or disclaimers required to be posted with respect to the Products. If the Product fits into a category that is subject to specificproduct guidelines, you may be required to provide additional Vendor Product Content and/or documentation orcertifications for those types of Additionally, Vendor Product Content provided by you to Yoover.com for theYoover.com Sites must be of at least the same level of quality as the highest quality information displayed or used onthe Vendor Site or any other online sales channel for Vendor’s Products and provides users of the Yoover.com Sites with at least as much product information, images and other content as the information provided on the Vendor Site or any other online sales channel for Vendor’s Products.

Inventory Feed. You will (i) use commercially reasonable efforts to timely provide Yoover.com with an error-free updated inventory feed for those Products where inventory levels have changed since the last inventoryfeed provided for such Product, and (ii) provide com with a daily inventory feed for all Products.

No Unlicensed Content. If you do not have but need a license from the brand owner or supplier to use certain content related to a Product, do not provide that content to Yoover.com.

5. Commission Fees and Payment

Commission Fees. com will earn a commission fee equal to a percentage of the gross sales proceeds from the sale of Products (i) including all shipping and handling, gift wrap, and other charges and (ii)excluding only those taxes separately stated and charged (the “Commission Fee Percentage”) from each Product sale through the Yoover.com Site (the “Commission Fee”) as further set forth in the Referral Fee ScheduleYoover.com will remit to you the total amount it collects from the sale of Vendor’s Products, less the CommissionFee, for Products shipped in each 14-day period within 7 days of the end of such 14-day period except as otherwise provided for herein.

At Yoover.com’s option, all payments to your bank account will be remitted through anAutomated Clearing House system. We may offset any amounts that are payable by you to us against anypayments we may make to you, or collect payment from you by any other lawful means. We will impose an initial holding period as a security requirement before funds will be disbursed for new sellers. If Yoover.com concludes that your actions or performance in connection with this Agreement may result in customer disputes, chargebacks,violations of Vendor Policies, risks to Yoover.com or third parties, or other claims, then Yoover.com may, in its solediscretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement pending completion of any investigation(s) regarding your actions or performance in connection with this Agreement. If Yoover.com determines that your account has been used to engage in fraudulent, deceptive or illegal activity or repeated violation of Vendor Policies, we may permanently withhold payments to you in our sole discretion. As a security measure, Yoover.com may, but is not required to, impose transaction limits on you or some or all Customers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time.

Set Further, Yoover.com may recoup, set off, or credit against amounts payable to you all presentand future indebtedness of you to Yoover.com arising from this or any other transaction with you or any of your affiliates whether or not related to this Agreement. Yoover.com may also establish a reserve or place a hold on your account.

6. Purchase/Order Processing, Fulfillment, and Shipping

Order Process. All transactions with Customers are between you and the Customer, and you will be the seller of record. Customers will place orders (the “Orders”) using the Yoover.com checkout system and Yoover.com will collect all proceeds from such transactions on your behalf. You hereby authorize Yoover.com as your authorized agent to accept payment from Customers for remittance to you for the Products, and as such when aCustomer pays com, it shall be construed as if the Customer will be paying you. The Customer shall never be at risk of loss of funds upon payment to Yoover.com on your behalf. Yoover.com will electronically transmit to you the Order information that Yoover.com determines is necessary to fulfill each Order (the “Transaction Information”). Yoover.com will send an automated email message to each Customer confirming receipt of an Order.

Order Fulfillment. Once Yoover.com has transmitted an Order to you, you will, at your own expense, be solely responsible for, and bear all liability for, the fulfillment of the Order, including without limitation, packagingand shipping Products and customer If you cannot fulfill the entire quantity of a purchase order (“PO”) linein an Order, then you will cancel that PO line, fulfill all other lines in the Order and promptly notify Yoover.com of such cancellation. If the Order consists of one PO line that you cannot fulfill the entire quantity for, then you will cancel the entire Order and promptly notify Yoover.com.

Shipping Options. You are responsible for properly specifying shipping options for all Products through the Yoover.com Tool as requested by Yoover.com. You will provide Yoover.com with the shipping, handling, and any other charges for each Product required by the Yoover.com Tool, separate from the purchase price. You will not enable shipping in the Yoover.com Tool for any Product in any region where the sale of such Product violates any Vendor Policy or applicable Law. In the event that you have opted into receive the YOOVER Services as set forth in Article III below, such obligations set forth within this Section shall not apply to the limited extent such obligations are otherwise covered by the YOOVER Services as set forth in Article III below.

Shipping Process. You will be responsible for shipping all Products purchased by Customers in accordance with the Shipping Method and Timing Policy You will be responsible for all shipping charges and for any costs or charges related to shipping-related problems, including without limitation, damaged or lost Products, late shipments or misdelivery. You will be solely liable for all costs related to any duplicate or inaccurate shipments based upon your retransmission of Order files through any Yoover.com Tool. Packaging for Products may not contain any Vendor marketing materials, and emails sent by you to Customers in connection with an Order will not contain any marketing materials or links to any Vendor or third party website, except for links to shipping websitesthat permit the Customer to track shipment of their Order. In the event that you have opted into receive the YOOVER Services as set forth in Article III below, such obligations set forth within this Section shall not apply to thelimited extent such obligations are otherwise covered by the YOOVER Services as set forth in Article III below.

Shipping Status Reports. Orders not timely shipped in accordance with the Shipping Methods and Timing Policy may be automatically cancelled by Yoover.com and you will be solely liable and responsible for all Product costs and shipping costs associated with such cancelled Order and you forfeit any claims for any payments of Referral Fee otherwise payable under this Agreement related to such cancelled Orders. In the event that you have opted into receive the YOOVER Services as set forth in Article III below, such obligations set forth within this Section shall not apply to the limited extent such obligations are otherwise covered by the YOOVER Services as set forth in Article III below.

Risk of Fraud or Loss. Please note that, although com will bear the risk of credit card fraudoccurring in connection with an Order, you will bear all other risk of fraud or loss and all costs related thereto. For all credit card chargebacks for which you bear the risk, Yoover.com will offset such chargeback amounts against amounts otherwise owed you, or send you an invoice and you will pay such invoice within 30 days of receipt.However, notwithstanding the foregoing, Yoover.com will not bear the risk of credit card fraud in connection with anyProduct that is not shipped by you to the shipping address specified in the Transaction Information provided by Yoover.com, and you will be responsible for all costs related to such credit card fraud under these circumstances.

7. Price Adjustments; Cancellations, Returns, Refunds, and Recalls

Price In the event that you include a mistake or error in connection with a Product sold on the Yoover Marketplace, upon receipt of an Order, at Yoover.com’s discretion, you may be required to honor such mistake or error and provide the Product to the Customer.

Return Logistics and Cancellations. Except as otherwise provided for in Article III, you are solely responsible for processing all Customer cancellations, returns, refunds and/or customer service price adjustments.You will stop and/or cancel any Order if requested by com; provided that, if you have transferred Products toa shipper, you will use commercially reasonable efforts to stop and or cancel delivery by the shipper.

Improper Returns and You represent and warrant that you shall include and keepupdated with Yoover.com a proper and valid return address for Customer to return Products. In the event that yourProducts are returned to Yoover.com or a third party, you acknowledge and agree that such Products shall be considered abandoned by you, and Yoover shall have sole discretion to handle the disposition of your Products.You will pay any and all costs incurred by Yoover.com and third parties who improperly receive your Products.

Return Policy. Your return and refund policies for Products sold through the Yoover.com Sites will be no less favorable to Customers than your most favorable policies offered on your website (“Vendor Site”) for such Products and must comply with the Returns Policy.

You will be responsible for all non-cash refunds (e.g., store credit, gift cards and exchanges). If you determine a Customer is due a cash refund (e.g., via a refund to the Customer’s credit card, debit card, or other form of original payment), you will notify Yoover.com through Seller Center and include other related information requested by Yoover.com. For cash refunds, Yoover.com will provide the refund to the Customer via the Customer’s original payment method (e.g., credit or debit card), if possible. You will be responsible for reimbursing Yoover for any cash refunds or adjustments Yoover.com makes to a Customer and Yoover.com, in its sole discretion, will obtain reimbursement from you either (i) via offset of any amounts payable by Yoover.com to youor (ii) by billing you for such amounts.

Yoover.com will have no responsibility or liability for any recalls of Products sold through the Yoover.com Sites. You are solely responsible for any non-conformity or defect in, or any public or private recall, or any safety alert of Vendor’s Products. You will promptly remove any recalled Products from the Yoover.com Sites by unpublishing or retiring the Product through the Yoover.com Tool. You will notify Yoover.com by e-mail at info@yoover.com of all Product recalls within 24 hours of becoming aware of the recall and will promptly provide Yoover.com with all information reasonably requested regarding the recall.

8. Customer Service

You will be responsible for all customer service, except for issues related to payment as otherwise outlined herein. In performing such customer service, you will always represent yourself as a separateentity from Yoover.com. You will not disparage Yoover.com or its affiliates or its or their products or services whenperforming customer service obligations or any other obligation under this Agreement. If you monitor or recordcustomer service calls, you must give notice of such monitoring or recording to all Customers during each such callprior to providing any customer service in accordance with applicable Law.

Yoover.com reserves the right to provide a customer service adjustment (not to exceedthe total amount paid by such Customer in connection with the Products, including without limitation, taxes and gift wrapping and shipping fees) to a Customer that Yoover.com reasonably determines has not been dealt with correctly by your customer service in accordance with the Customer Care Requirements Policy and offset suchamounts against amounts otherwise owed you or by billing you for such amounts.

9. Reporting and Audit Rights

Reporting. You will, within a reasonable period of time (not to exceed 30 days) following request fromcom, provide Yoover.com with any reports, information or other documentation relating to your compliance with this Agreement and applicable Law reasonably requested by Yoover.com. In the event Yoover.com requests that you provide Yoover.com with copies of reports that you were required to file with the Consumer Product Safety Commission or any other regulatory agency, you will provide such reports within 7 days of Yoover.com’s written request.

Audit Rights. You will keep accurate and complete books, records, product testing, compliance information and records, and accounts related to your Products, the Marketplace Program transactions and this Agreement, and will allow Yoover.com, or its duly authorized representative, the right, upon not less than 5 business days prior written notice, during the term of this Agreement and for two (2) years after its termination or expiration to conduct, during regular business hours, full and independent audits and investigations of all information, books, records, product testing, compliance information and records, and accounts reasonably required by com toconfirm your compliance with the terms of this Agreement and applicable Law. The cost of any and all audits shall beborne by you. Further, upon Yoover.com’s sole discretion, Yoover.com may require you to submit your Products to additional audit and compliance testing which shall be at your sole cost and expense.

10. Ownership and Use Rights

Ownership of Yoover.com Marketplace. com, its affiliates, and their service providers and licensors retain all right, title and interest (including all Intellectual Property Rights) in and to (i) the Yoover.com Marketplace, the Yoover.com Sites, the Yoover.com Tools, and the Yoover.com Services and (ii) any of their Confidential Information (as defined herein). Except for a limited right for you to access the Yoover.com Sites and Yoover.com Tools made available to you in accordance with and subject to all the terms and conditions of thisAgreement, Yoover.com, its affiliates, and their service providers and licensors, as applicable, retain all rights in theforegoing and grant no other rights or licenses (whether by implication, estoppel, or otherwise) under any of theirIntellectual Property Rights under or in connection with this Agreement.

Ownership of Transaction Information. com owns (and you hereby assign to Yoover.com) all Transaction Information and all other information relating to Orders or Products, including, but not limited to, information that is entered into a Yoover.com Tool, information that is created as a result of a transaction, andratings and reviews provided by Customers. All such information is subject to the Yoover.com Privacy Policy and anyadditional privacy guidelines posted by Yoover.com on Seller Center.

Use of Transaction Information. You may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of the Agreement and the Yoover.com Privacy Policy and applicable Law. You will not (i) disclose or convey any Transaction Information to any third party (except as necessary for you to perform your obligations under the Agreement); (ii) use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Productthat has not yet been delivered with the intent to collect any amounts in connection therewith or to influence suchCustomer to make an alternative or additional purchase; (iv) target communications of any kind on the basis of the intended recipient being a Yoover.com user; or (v) use any information about Yoover.com Customers gained through the Marketplace Program to directly solicit such com Customers through any other sales channels.The foregoing does not prevent you from using information you gathered independent of the Marketplace Program; provided that, you do not target communications on the basis of the intended recipient being a Yoover.com user.

Ratings and Reviews. com may use mechanisms that rate or review, or allow shoppers to rate or review, your Products and your performance as a seller and Yoover.com may make these ratings publicly available. Yoover.com will have no liability to you for the content or accuracy of any ratings or reviews, andYoover.com will have no liability or responsibility to review or moderate such ratings or reviews. You will have no ownership interest in or license to use any rating or reviews posted on the Yoover.com Sites.

Suggestions and Feedback. If you provide or make available suggestions, comments, ideas, improvements or other feedback or materials to Yoover.com or its affiliates in connection with the Yoover.com Marketplace, the Yoover.com Sites, or other subject matter of this Agreement, Yoover.com will be free to disclose, reproduce, modify, license, transfer and otherwise distribute, and use and exploit any of the foregoing feedback or materials in any manner.

11. Termination or Suspension; Survival

Yoover.com may terminate this Agreement with you at any time in its sole discretion without notice to you on Seller Center or otherwise. Yoover may also immediately terminate or suspend your participation in the Yoover.comMarketplace, your access to Yoover.com Services or the Yoover.com Tools, or remove your listings at any time in itssole discretion if you violate the terms of this Agreement. Sections 3, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive the expiration or termination of this Agreement for any reason.

12. Indemnification

Indemnity. You will protect, defend (at Yoover.com’s option), indemnify and hold Yoover.com and its affiliates (and their respective officers, employees, shareholders, directors, agents and representatives) harmlessfrom and against any and all liabilities, costs, losses, damages, judgments, fines, penalties, interest, and expenses (including reasonable attorneys’ fees and disbursements of counsel, court costs, and costs of any investigation, defense, and settlement) arising out of any actual or alleged Claims (regardless of whether such matters are groundless, fraudulent or false) that arise out of or relate to any actual or alleged: (i) any breach (or alleged acts oromissions that if true would be a breach) of any of your representations, warranties, or obligations set forth in thisAgreement; (ii) the Vendor Site or other sales channels, the Products, any Vendor Product Content, the advertisement, offer, sale or return of any Products; (iii) any actual or alleged violation, misappropriation or infringement of any Intellectual Property Rights by you, the Products, or any Vendor Product Content; (iv) any taxesassessed, incurred, or owed in connection with, or arising out of, any transaction undertaken on the Marketplace Program, or the collection, payment or failure to collect or pay such taxes, including, but not limited to, your obligations set forth in Section 15 herein; (v) death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever, suffered, resulting or alleged to result in whole or in part from your use of thecom Marketplace, the Vendor Site, the Products, or any Vendor Product Content.

Claims. “Claim” means any action, allegation, claim, demand, lawsuit, legal proceeding, administrative or other proceedings or litigation, inquiry, audit, or investigation.

Indemnification Procedure. You shall promptly notify Yoover.com in writing of the assertion, filing or service of any Claim or other matter that is or may be covered by this indemnity, and shall immediately take such action as necessary or appropriate to protect the interests of Yoover.com, and its affiliates, respective officers,employees, shareholders, directors, agents and You shall promptly notify Yoover.com in writing of the legal counsel that you propose to engage to defend the interests of Yoover.com in such matter. Such legal counsel shall strictly comply with Yoover’s Indemnity Counsel Guidelines. If Yoover.com determines that such legal counsel has not represented, defended or protected Yoover.com’s interests in accordance with Yoover.com’s Indemnity Counsel Guidelines, or reasonably believes your legal counsel is unwilling or unable to do so, Yoover.com may replace such counsel with other counsel of Yoover.com’s own choosing. In such event, any fees and expenses of Yoover.com’s new counsel, together with all expenses or costs incurred because of the change of counsel, shall be paid or reimbursed by you as part of its indemnity obligation under this Agreement. Further, youwill provide, at your sole cost and expense, all cooperation, documentation, and information reasonably requested by Yoover.com in connection with any Claim. Yoover.com shall at all times have the right to direct the defense of, andto accept or reject any offer to compromise or settle, any lawsuit, claim, demand or liability asserted againstYoover.com, and its affiliates, respective officers, employees, shareholders, directors, agents and representatives, and you will not settle or resolve any portion of any such claim or lawsuit without Yoover.com’s prior written approval.

13. Limitation of Liability

No Consequential Damages. IN NO EVENT SHALL YOOVER.COM OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) LOST PROFITS, LOSS OF USE, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF OR INACCURATE DATA, INTERRUPTION OF BUSINESS, (II) EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE, OR (III) FORCOST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH ISHEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGESWERE FORESEEABLE OR WHETHER THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Monetary Cap. IN NO EVENT SHALL YOOVER.COM’S OR ITS AFFILIATES’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, COSTS, LOSSES, DAMAGES, JUDGMENTS,FINES, PENALTIES, PENALTIES, INTEREST, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS OF ANY INVESTIGATION, DEFENSE, AND SETTLEMENT) FOR ANYREASON WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL REFERRAL FEES PAID BY YOU TO YOOVER.COM PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES.

Survival of Limitations. THE LIMITATIONS SPECIFIED IN THIS SECTION 13 WILL SURVIVE ANDAPPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. No Warranties

THE MARKETPLACE PROGRAM, THE YOOVER.COM SITES, THE YOOVER.COM SERVICES, AND THE YOOVER.COM TOOLS ARE PROVIDED ON AN “AS IS” BASIS. NEITHER YOOVER.COM NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) THAT THE MARKETPLACE PROGRAM, THE YOOVER.COM SITES, THE YOOVER.COM SERVICES, OR THE YOOVER.COM TOOLS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOOVER.COM AND ITS AFFILIATES DISCLAIM ANY AND ALL SUCH WARRANTIES.

15. Taxes

If Yoover.com reasonably determines that a Law or any taxing authority requires Yoover.com to deduct or withhold any taxes (including any tax that Yoover.com reasonably determines should have been withheld from previous payments under the Agreement but was erroneously not deducted or withheld) from apayment to you under the Agreement, Yoover.com shall deduct and withhold any taxes required to be withheld by Yoover.com under applicable Law as and when the legal obligation to withhold arises, and you hereby irrevocably consent to such withholdings.

You agree that you will provide Yoover.com with appropriate withholding certificatesor other certificates or documentation, including but not limited to IRS Forms W- 9 or W-8 (e.g., Form W-8ECI, FormW-8BEN, Form W-8BEN-E, Form W-8IMY, etc.) before any payment is made to you under this Agreement, as required by Law, and upon subsequent request by Yoover.com. You further agree to timely file all required returns, report any income, and pay any applicable taxes incurred as a result of the payments you receive under this Agreement, and provide, upon request, evidence to Yoover.com, including IRS Form 4669 (or other similar form requested by Yoover.com), that such income was reported. To the extent required by applicable Law, Yoover.comagrees to provide IRS Forms 1099-K or other appropriate forms to you evidencing the amounts paid to you under theterms of the Agreement and any taxes withheld.

15. Confidentiality.

Other Confidentiality You may have entered into a separate confidentiality agreementwith Yoover.com or its affiliates. The parties acknowledge and agree that the confidentiality obligations herein shall not modify any separate confidentiality agreement entered into by you and Yoover.com. This Agreement does not limit your obligations under any separate agreement with Yoover.com or its affiliates.

Confidential Information Defined. With respect to this Agreement, Confidential Information means any information, in any form or any medium, that is provided by Yoover.com or its affiliates to you which is (i) treatedas confidential by or is a trade secret of com, and is expressly identified, orally or visually, as “confidential”, “restricted”, or the like, (ii) is acknowledged by Yoover.com as valuable, special or a unique asset of Yoover.com, or (iii) would otherwise logically be considered confidential or proprietary of Yoover.com. Yoover.com’s Confidential Information includes, but is not limited to, this Agreement, Yoover.com’s business plans, business processes, cost, pricing, marketing, sales, customer, and strategy information, and any additional information which Yoover.comdesignates as confidential. In addition, you will treat as confidential, and may not disclose to any third party, anyinformation or communication from, on behalf of, or with Yoover.com regarding your compliance with this Agreement. However, in any event, Confidential Information shall not mean information that you can prove (A) is in or becomes part of the public domain other than through an unauthorized or improper act or omission of you; (B) is or was independently developed by you without reference to Yoover.com’s Confidential Information; or (C) is or waslawfully received from a third party having no obligation as to its confidentiality.

Obligation of You shall treat as confidential Yoover.com’s Confidential Information and shall protect it from unauthorized access, use, or disclosure. You will use no less than reasonable care in maintaining the confidentiality of Yoover.com’s Confidential Information. You shall not use or copy Yoover.com’s Confidential Information for any purpose other than in furtherance of authorized purposes under this Agreement.Further, you shall restrict disclosure of, and access to, Yoover.com’s Confidential Information solely to your personnel, agents or contractors who need to know such Confidential Information in furtherance of the authorizedpurposes under this Agreement, and only after you advise such personnel, agents or contractors as to, and they haveacknowledged and agreed to comply with, the restrictions as to such Confidential Information under this Agreement as they apply to you. The restrictions on disclosure shall not apply to the extent that Confidential Information is required to be disclosed pursuant to any order or directive of a court or governmental agency of competent jurisdiction; provided that, to the extent practicable, prior written notice is given to Yoover.com so that it may, in its discretion, seek a protective order or other relief from disclosure.

Without limiting any other remedies available at law or equity, Yoover.com shall be entitledto seek injunctive relief to enjoin any threatened or continuing disclosure or unauthorized use of its Confidential Information in violation of this Agreement.

Return of Confidential Information. Upon Yoover.com’s written request or upon the termination orexpiration or this Agreement, you shall return all Confidential Information of com in your possession or control.

Survival of Confidentiality Obligations. The confidentiality obligations hereunder shall continue forthree (3) years from the expiration or termination of this Agreement; provided, however, that you shall keep any trade secrets of Yoover.com confidential as long as such information is deemed a trade secret by Yoover.com.

16. Miscellaneous

Integrated Agreement. This Agreement and any documents linked or referenced herein, which are incorporated by reference into this Agreement) constitutes the complete integrated agreement between the parties concerning the subject matter of this Agreement. All prior and contemporaneous agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded in their entirety by this Agreement. To the extent you are already a party to an agreement with Yoover.com regarding your participation as a Vendor in the Yoover.com Marketplace Program, the terms and conditions of that agreement are hereby terminated and replaced in their entirety with the terms and conditions of this Agreement but you will continue to comply with all your surviving obligations under that agreement.

Responsibility for Affiliates and You will be responsible for any actions taken by your affiliates, agents, or other third parties on your behalf in connection with this Agreement.

Independent Contractors. You and com are acting as independent contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Governing This Agreement is governed by and will be construed in accordance with the laws ofthe State of California without regard to its principles of conflicts of law. You agree to exclusive jurisdiction of thefederal and state courts located in Los Angeles County, California shall have the exclusive venue and jurisdiction overany actions or suits relating thereto. The parties shall not raise and hereby waive any defenses based upon venue, inconvenience of forum, or lack of personal jurisdiction in any action or suit brought in accordance with the foregoing.

You may not assign this Agreement or any of your rights or obligations under this Agreement without Yoover.com’s prior written consent.

Ongoing Warranties. Except as otherwise expressly provided in this Agreement, the representations and warranties made in this Agreement are continuous in nature and will be deemed to have been given by Vendor at the execution of this Agreement and each stage of performance of this

You may have obligations to customers or others in the event of claims for damage orinjury arising from your operations or products you sell. If you currently maintain commercial general, product,umbrella, and/or excess liability insurance to insure against such claims, each policy shall also include Yoover Inc, its subsidiaries and its affiliates as additional insured. You may be required to obtain additional insurance. If notified ofsuch requirement, you will have up to thirty (30) days to secure coverage. At our request, you will provide to us certificates of insurance, complete insurance policies, and any other related documents evidencing the required insurance coverage.

Publicity. You will not use the name, logo, trademarks or trade names of com or any of theiraffiliates or otherwise, directly or indirectly, refer to Yoover.com of any of its affiliates in any publicity release,promotional material, customer or partner list, advertising, marketing or business-generating effort, whether written or oral, without the prior written consent of Yoover.com.

Export Control. Vendor will not use the Yoover.com Marketplace to directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission isrestricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

Severability. In the event that any provision of this Agreement is determined by a court of competentjurisdiction to be illegal, invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to theextent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions.

Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either partyto exercise or avail itself of any right or remedy that it has or may have operate as a waiver of any right or remedy.

Attorney’s Fees. In the event either party brings any action or proceeding against the other under this Agreement, each party will be responsible for its own attorney’s fees, costs, and

Force Yoover.com will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events, or other matters beyond its reasonable control.

Cross Default. If Vendor is in material breach of this Agreement, Yoover.com may, in its sole discretion, deem Vendor in material breach of any other contract that Vendor has with Yoover.com or its affiliates.Likewise, if Vendor is in material breach of any other contract with Yoover.com or its affiliates, Yoover.com may, in its sole discretion, deem Vendor to be in material breach of this Agreement. In each case, Yoover.com may pursue against Vendor any and all remedies that Yoover.com has at law or in equity.

ARTICLE IV: YOOVER AD CENTER PLATFORM TERMS OF USE

The terms contained in Article IV apply in connection with Vendor’s use of Yoover Ad Center.