Merchant Agreement

To become a Merchant you must:

• Be at least 18 years of age and legally capable of entering into binding contracts
• Be an individual operating as a sole proprietor, or a duly organized business entity authorized to do business in your jurisdiction
• Provide accurate, complete information during application and keep it current
• Comply with all applicable federal, state, and local laws governing the sale of your products

EZWardrobe may approve, decline, condition, or revoke Merchant status in its discretion. Approval is not guaranteed and may be revoked if eligibility requirements are not continuously met.

EZWardrobe charges a commission on each completed sale. Your commission rate and any per-transaction fee are set individually and communicated to you during onboarding, and may be updated with 30 days' advance written notice. Commission is calculated on the net item subtotal (after any discounts, and before shipping and taxes). All fees are deducted from your payout before disbursement.

When EZWardrobe purchases a shipping label on your behalf, a share of the actual label cost — set individually and communicated to you during onboarding — is deducted from your payout for that order. If you provide your own shipping and tracking, no shipping-cost share is deducted. Your commission, fees, and shipping-cost share are itemized in your payout breakdowns.

You are responsible for any income, business, or other taxes on your own activities. EZWardrobe does not provide tax advice. EZWardrobe may offer promotional reduced-commission periods at its discretion; these are temporary and do not change your standard commission rate.

Payouts are processed on the schedule communicated to you during onboarding and shown in your merchant dashboard, and are subject to a review period to allow for returns and chargebacks. EZWardrobe may withhold or delay a payout if there is an open dispute, a chargeback, suspected fraud, or a suspected violation of this Agreement.

To receive payouts, you must complete Stripe Connect onboarding and identity verification and comply with Stripe's Connected Account Agreement. EZWardrobe is not responsible for delays or failures caused by incomplete Stripe onboarding or by Stripe's own review.

If your account is suspended or terminated, or if EZWardrobe determines that funds are owed to customers due to your breach, EZWardrobe may offset those amounts against your payouts or seek reimbursement from you.

You are solely responsible for the accuracy, completeness, and legality of all product listings, descriptions, images, pricing, and inventory you submit. By listing a product you represent and warrant that:

• You own or have the legal right to sell the product
• The product is not counterfeit, stolen, or otherwise infringing any third-party intellectual property rights
• The product complies with all applicable laws, including consumer product-safety standards and FTC labeling requirements (including the Textile Fiber Products Identification Act and the Wool Products Labeling Act)
• All images and copy are original or you hold the necessary rights to use them
• Pricing is not deceptive and complies with the FTC Guides Against Deceptive Pricing, including for any "compare-at" or former price

EZWardrobe may remove any listing at any time if it violates this Agreement, the Terms of Service, or applicable law, or is otherwise not appropriate for the marketplace.

You are responsible for fulfilling all orders for your products in a timely manner. You agree to:

• Confirm or cancel each order promptly after payment (we ask that you action new orders within 48 hours)
• Ship each order within the processing time stated in your listing
• Provide valid tracking for each shipment
• Comply with the FTC Mail Order Rule (16 C.F.R. Part 435), including promptly notifying customers of delays and offering cancellation for a full refund if fulfillment will exceed your stated time or the applicable 30-day period

Repeated late fulfillment, or a pattern of unwarranted cancellations after acceptance, may result in suspension or termination of your merchant account.

You must honor the return and refund policy you specify in your merchant profile. Your policy must be clearly disclosed to customers before purchase and comply with applicable consumer-protection laws. Responsibility for return shipping costs is determined by your stated return policy.

To resolve a customer dispute, EZWardrobe may require you to accept a return or issue a refund even outside your stated policy where EZWardrobe reasonably determines it appropriate. In the event of a chargeback, EZWardrobe may recover the disputed amount from your payouts.

You may not list, sell, or attempt to sell:

• Counterfeit, replica, or unauthorized reproductions of branded goods
• Stolen goods
• Items that infringe any patent, trademark, copyright, trade secret, or other intellectual property right
• Items that violate any applicable export-control or sanctions law
• Items illegal to sell in the United States or in the buyer's jurisdiction
• Items that are hazardous, unsafe, or subject to a consumer product-safety recall
• Items that violate any EZWardrobe category policy or content guideline

You also agree not to: manipulate search rankings, reviews, or demand signals by artificial means; communicate with customers outside the platform to circumvent fees or divert sales; submit false or misleading information to EZWardrobe or customers; or violate any platform policy communicated from time to time.

You grant EZWardrobe a non-exclusive, royalty-free, worldwide license (sublicensable to EZWardrobe's service providers and affiliates for these purposes) to host, use, reproduce, display, distribute, and adapt your brand name, logo, product images, and product descriptions for the purpose of operating, displaying, and promoting the EZWardrobe marketplace and your products on it, including in marketplace marketing and social media.

You represent and warrant that you own or have the right to grant this license and that EZWardrobe's use of your content as described will not infringe any third-party rights.

EZWardrobe retains all rights in its own intellectual property, including its platform, trademarks, and brand assets. Nothing here grants you any right to use EZWardrobe's name, logo, or trademarks without prior written consent.

If you are a "high-volume third-party seller" under the INFORM Consumers Act (generally, 200 or more discrete sales of new or unused consumer products and $5,000 or more in gross revenues through the platform in any continuous 12-month period during the preceding 24 months), you agree to:

• Provide and maintain an accurate Tax Identification Number (EIN or SSN), verified bank account, and contact information as required by the Act
• Complete annual re-certification within 10 days of each anniversary of your certification date
• Consent to EZWardrobe disclosing your business name and address to consumers as required by law

Failure to complete required certification may result in suspension of your selling privileges until certification is complete.

As a marketplace facilitator, EZWardrobe calculates, collects, and remits sales tax on sales made through the marketplace in jurisdictions where we are required to do so. You remain solely responsible for your own income, business, and other taxes, and for any tax obligations on sales you make outside the EZWardrobe marketplace.

You agree to provide any tax documentation EZWardrobe or its payment processor reasonably requests. Tax reporting for your payouts (such as IRS Form 1099-K) is generally provided through Stripe.

Each party agrees to keep confidential the other's non-public information disclosed in connection with this Agreement — including, for EZWardrobe, commission rates, fee structures, platform data, and internal policies, and for you, your non-public business information — and not to disclose it without the other's prior written consent, except as required by law.

Customer information you receive to fulfill an order (such as shipping name and address) may be used only to fulfill that order and handle returns. You may not use it to market to customers, sell or share it, or use it for any other purpose, and you must protect it and comply with EZWardrobe's Privacy Policy and applicable data-protection laws.

You agree to maintain commercial general liability and product-liability insurance appropriate to the products you sell and, upon EZWardrobe's request, to name EZWardrobe as an additional insured and provide proof of coverage.

You represent and warrant that: you have full legal authority to enter into and perform this Agreement; your performance will not violate any other agreement to which you are a party; all information you provide is and will remain accurate; and your products and your use of the platform comply with all applicable laws.

You agree to indemnify, defend, and hold harmless EZWardrobe and its owners, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your products or listings; (b) your breach of this Agreement or the Terms of Service; (c) your violation of any applicable law; (d) your infringement of any third-party intellectual property right; or (e) any customer dispute, chargeback, or return arising from your conduct.

To the maximum extent permitted by law, EZWardrobe's total liability to you for any claim arising under or related to this Agreement shall not exceed the greater of (a) the total fees retained by EZWardrobe from your sales in the three calendar months preceding the event giving rise to the claim, or (b) $500.

EZWardrobe is not liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or lost data, even if advised of the possibility. EZWardrobe is not liable for any failure or delay caused by circumstances beyond its reasonable control, including outages of third-party services such as Stripe, Supabase, Vercel, or Shippo.

You and EZWardrobe are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship. Neither party may bind the other, and each is responsible for its own business, personnel, taxes, and obligations.

This Agreement begins when your merchant application is approved and continues until terminated. Either party may terminate at any time by written notice to the other. EZWardrobe may suspend or terminate your account immediately for a breach of this Agreement or the Terms of Service, or for conduct EZWardrobe reasonably determines to be harmful to the platform or its users.

Upon termination: (a) your active listings will be removed; (b) EZWardrobe will pay any outstanding payout amounts owed to you after deducting amounts you owe to EZWardrobe or customers; and (c) Sections 8, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, and 21 survive termination.

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-law principles. Before initiating any legal proceeding, each party agrees to give the other written notice of the dispute and attempt in good faith to resolve it for at least 30 days.

Notwithstanding any arbitration provision in the Terms of Service, any dispute between you (as a Merchant) and EZWardrobe arising under or relating to this Agreement or the merchant relationship shall be brought exclusively in the state or federal courts located in Hillsborough County, Florida, and each party consents to the personal jurisdiction of those courts and waives any objection to venue. To the fullest extent permitted by law, you and EZWardrobe waive any right to a jury trial and agree that claims may be brought only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

EZWardrobe may modify this Agreement by posting the updated version and updating the "Last updated" date above. For material changes, EZWardrobe will provide at least 30 days' advance notice by email to the address on file for your merchant account. Your continued use of the merchant platform after the effective date constitutes acceptance of the modified Agreement.

This Agreement, together with the EZWardrobe Terms of Service and Privacy Policy, is the entire agreement between you and EZWardrobe regarding the merchant platform and supersedes all prior agreements. If any provision is found unenforceable, the remaining provisions remain in full force.

EZWardrobe may assign this Agreement, including in connection with a merger, acquisition, or sale of assets. You may not assign or transfer this Agreement without EZWardrobe's prior written consent. EZWardrobe's failure to enforce any provision is not a waiver of its right to enforce it later.

Notices to you will be sent to the email or address on file for your merchant account; notices to EZWardrobe should be sent to adminezwardrobe@gmail.com, which is also where you can direct any questions about this Agreement.