NIWERS SELLER AGREEMENT (UNITED STATES)

Effective Date: pending — company being formed Version: 2026-05-v1.0

⚠️ IMPORTANT NOTICE

THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 18). YOU HAVE THE RIGHT TO OPT OUT WITHIN 30 DAYS AS PROVIDED IN SECTION 18.6.

THIS AGREEMENT INCLUDES STRICT ANTI-COUNTERFEITING POLICIES AND A ONE-STRIKE TERMINATION POLICY FOR INTELLECTUAL PROPERTY VIOLATIONS (SECTION 4). PLEASE READ CAREFULLY.

Introduction

This Niwers Seller Agreement ("Agreement") is a binding contract between you ("Seller", "you") and pending — company being formed d/b/a Niwers ("Niwers", "we", "Platform"), a California limited liability company.

By registering as a Seller, listing products, or using the Niwers Platform as a Seller, you accept this Agreement and the Niwers Terms of Service, Privacy Policy, Acceptable Use Policy, DMCA Policy, and other Niwers Policies (collectively, "Niwers Policies"), all of which are incorporated by reference.

This Agreement is in addition to the Niwers Terms of Service. Where a conflict exists, this Agreement governs your activities as a Seller.

1. DEFINITIONS

2. NIWERS'S ROLE

2.1. Marketplace Status

2.1.1. Niwers operates an online marketplace platform that connects independent Sellers with Buyers. Niwers is not the seller, manufacturer, importer, distributor, or supplier of any Product listed on the Niwers Platform.

2.1.2. Niwers is an interactive computer service under 47 U.S.C. § 230 and a service provider under 17 U.S.C. § 512 (DMCA). Niwers complies with the INFORM Consumers Act, 15 U.S.C. § 45f.

2.1.3. All matters relating to Products — including but not limited to:

• Quality, safety, and condition;
• Compliance with federal, state, and local laws and regulations (including consumer product safety, labeling, advertising, and trade laws);
• Authenticity and intellectual property rights;
• Suitability and fitness for purpose;
• Description accuracy;
• Warranty and post-sale service;
• Tax obligations (income tax);
• Returns, refunds, and exchanges;
• Shipping and delivery

are the exclusive responsibility of the Seller.

2.1.4. Seller acknowledges Niwers's role as a marketplace operator and waives any claim that Niwers is a co-seller, joint venturer, partner, agent, employer, or fiduciary.

2.2. Sale Contract Between Seller and Buyer

When a Buyer places an Order, the contract of sale is formed directly between the Seller and the Buyer. Niwers is not a party to the Sale Contract and assumes no liability for performance.

3. SELLER ELIGIBILITY AND VERIFICATION

3.1. Eligibility Requirements

To register as a Seller on the Niwers Platform, you must:

• (a) Be at least 18 years old;
• (b) Be a U.S. tax resident with a valid Taxpayer Identification Number (SSN, ITIN, or EIN);
• (c) Have legal capacity to enter into a binding contract;
• (d) Have a valid U.S. bank account in your name or business name;
• (e) Have a valid U.S. residential or business address;
• (f) Have a working email address and U.S. phone number;
• (g) Not be on any U.S. government list of prohibited or restricted parties;
• (h) Not have been previously terminated from the Niwers Platform;
• (i) Comply with all applicable laws.

3.2. INFORM Act Verification

In compliance with the INFORM Consumers Act, all Sellers (regardless of volume) must complete identity verification:

• (a) Bank account verification (via Stripe);
• (b) Government-issued photo identification;
• (c) Tax Identification Number (SSN, ITIN, or EIN);
• (d) Working email address (verified by confirmation link);
• (e) Working phone number (verified by SMS or call);
• (f) Physical business address (post office box acceptable for natural persons under INFORM Act).

Niwers may, at its discretion, require additional documentation, including:

• Business formation documents (LLC, Corp, etc.);
• Business license;
• Resale certificate;
• Tax exemption certificate;
• Brand authorization letters (for branded merchandise);
• Other documents necessary to establish legitimacy.

3.3. Annual Re-Verification

In compliance with the INFORM Act, Sellers must complete annual re-verification within 30 days of receiving Niwers's request. Failure to re-verify may result in account suspension.

3.4. Disclosure of Seller Information to Buyers

In compliance with the INFORM Act (15 U.S.C. § 45f(b)(2)(A)), Niwers will display the following Seller information visibly on each product listing or storefront:

• Seller's full name (or business name);
• Physical address (or PO box for natural persons, where allowed);
• Email address for buyer contact;
• Phone number for buyer contact;
• For incorporated Sellers: state of incorporation.

Sellers consent to this disclosure as a condition of using the Niwers Platform.

3.5. Update Obligation

Seller must update verification information within 5 business days of any change. Failure to maintain accurate information is a material breach.

3.6. Niwers's Discretion

Niwers may, at its sole discretion, accept, reject, suspend, or terminate any Seller application or account, with or without cause, and is not required to provide reasons.

4. ⛔ ANTI-COUNTERFEITING AND IP COMPLIANCE — ZERO TOLERANCE

4.1. Prohibition on Counterfeit and Infringing Products

You agree NOT to list, sell, or facilitate the sale of:

• (a) Counterfeit goods, including:

  • Items bearing unauthorized reproductions of trademarks
  • "Replica," "copy," "imitation," "knockoff," "AAA quality," or "1:1 mirror" branded items
  • Items intended to be confused with authentic branded products
  • Items with removed, altered, or fake brand labels;

• (b) Trademark-infringing products, including:

  • Products bearing trademarks without the rights holder's authorization
  • Products marketed using terms like "inspired by [brand]," "tribute to [brand]," "in the style of [brand]," "dupe of [brand]"
  • Products using brand names in titles, descriptions, or hashtags without authorization;

• (c) Copyright-infringing products, including:

  • Unauthorized reproductions of copyrighted designs, patterns, or artwork
  • Products using stolen images or descriptions
  • Products incorporating copyrighted material without license;

• (d) Patent-infringing products;

• (e) Stolen, smuggled, or illegally imported goods;

• (f) Products that infringe right of publicity (e.g., unauthorized celebrity merchandise);

• (g) Items prohibited by Stripe under Stripe's Restricted Businesses Policy, including but not limited to counterfeit goods.

4.2. Seller Representations and Warranties

For each and every Product you list on the Niwers Platform, you represent and warrant that:

• (a) You are the legal owner of the Product or have the legal right to sell it;
• (b) The Product is authentic and does not infringe any third-party intellectual property right;
• (c) You have all necessary licenses, authorizations, and permissions for any branded materials;
• (d) The Product complies with all applicable federal, state, and local laws, regulations, and standards (including but not limited to Consumer Product Safety Improvement Act, FDA, EPA, FTC advertising rules, and state-specific labeling requirements);
• (e) Product descriptions, images, and other content are accurate and not misleading;
• (f) You have the legal right to use any images, text, or other content you upload to the Niwers Platform.

4.3. ⚖️ ONE-STRIKE TERMINATION POLICY

Niwers operates a strict ZERO-TOLERANCE, ONE-STRIKE policy for IP violations and counterfeit listings.

A SINGLE confirmed violation will result in:

• (a) Immediate, permanent termination of your Seller account;
• (b) Removal of all listings;
• (c) Forfeiture of all funds in pending payouts and Reserve to satisfy refund obligations;
• (d) Reporting to brand owners and law enforcement as appropriate;
• (e) Reporting to Stripe and other payment processors;
• (f) Reporting to app stores (Apple, Google);
• (g) Reporting to U.S. Customs and Border Protection for cross-border violations;
• (h) Liability for all damages, including legal fees Niwers incurs;
• (i) Permanent prohibition from creating any new Niwers account.

4.4. Brand Authorization Requirement

If you intend to list branded products, Niwers may, at its discretion, require:

• A brand authorization letter signed by the brand owner;
• A distributor agreement or license agreement;
• Original purchase invoices from authorized sources;
• Proof of trademark registration if you own the brand;
• Customs documentation for imported branded goods.

Failure to provide adequate documentation upon request is grounds for immediate listing removal and account suspension.

4.5. Listing Title and Content Rules

Sellers may NOT include in product titles, descriptions, hashtags, or images:

• Brand names of products you do not have authorization to sell;
• Phrases such as "replica," "inspired by," "tribute to," "in the style of," "dupe," "copy of," "1:1," "AAA";
• Misleading authenticity claims (e.g., "100% authentic" without proof);
• Logos or brand marks of unauthorized third parties (whether prominent or subtle);
• References to designer brands in keyword stuffing or as click-bait;
• Ambiguous descriptions designed to confuse Buyers about origin.

Niwers uses automated content filters and manual review to enforce this Section 4.5. Filtered listings may be auto-rejected or removed without prior notice.

4.6. DMCA Compliance

Niwers maintains a DMCA notice-and-takedown procedure at niwers.com/us/dmca. Sellers may not file false counter-notifications or use the DMCA to retaliate.

4.7. Indemnification for IP Violations

You agree to indemnify, defend, and hold harmless Niwers from any claim, damage, loss, liability, fee, or expense (including attorney's fees) arising from:

• Allegations of IP infringement;
• Counterfeit goods listings;
• Violation of this Section 4;
• Third-party claims related to your Products.

This indemnification obligation survives termination of this Agreement and is not subject to the Limitation of Liability in Section 13.

5. PROHIBITED PRODUCTS AND ACTIVITIES

5.1. Prohibited Products

Beyond Section 4 (counterfeit/IP), you may not list or sell:

• (a) Weapons, ammunition, explosives, or related accessories;
• (b) Illegal drugs, controlled substances, drug paraphernalia, or related items;
• (c) Tobacco products, e-cigarettes, vaping products (subject to FDA regulation);
• (d) Alcohol (without specific Niwers authorization);
• (e) Prescription drugs, medical devices (without specific authorization);
• (f) Animals or animal parts (live, deceased, or derived);
• (g) Human body parts, organs, fluids, or remains;
• (h) Hazardous materials, including toxic chemicals, asbestos, and radioactive substances;
• (i) Items violating federal sanctions or export controls (OFAC list);
• (j) Stolen goods or items obtained illegally;
• (k) Sexually explicit material;
• (l) Any Child Sexual Abuse Material (CSAM) or material sexualizing minors;
• (m) Items promoting hate, violence, or discrimination;
• (n) Items violating the Consumer Product Safety Improvement Act (CPSIA), including children's products without required testing or certification;
• (o) Recalled products or products subject to CPSC recall;
• (p) Cosmetics, supplements, or food products that lack required FDA registration;
• (q) Cannabis or CBD products (without specific Niwers authorization);
• (r) Used or reconditioned items falsely advertised as new;
• (s) Any item prohibited by federal, state, or local law.

5.2. Prohibited Activities

You may not:

• (a) Post misleading, false, or incomplete product information;
• (b) Engage in price manipulation, fake discounts, or deceptive pricing;
• (c) Create duplicate listings or engage in keyword stuffing;
• (d) Manipulate reviews, ratings, or feedback, including paying for reviews or using fake accounts;
• (e) Engage in anti-competitive practices against other Sellers;
• (f) Direct Buyers off-platform for payment or communication;
• (g) Use Buyer information for purposes other than fulfilling the Order, in violation of Privacy Policy or applicable privacy law;
• (h) Send unsolicited communications to Buyers (in compliance with CAN-SPAM Act and TCPA);
• (i) Engage in fraud, money laundering, or any unlawful financial activity;
• (j) Reverse engineer, scrape, automate, or interfere with the Niwers Platform;
• (k) Use the Niwers brand, name, or trademarks without permission;
• (l) Engage in any conduct that violates applicable law, the Niwers Policies, or this Agreement.

5.3. Niwers's Enforcement Rights

Niwers may, without prior notice and at its sole discretion:

• (a) Remove any listing;
• (b) Suspend or terminate the account;
• (c) Hold or refund Order payments;
• (d) Apply penalties as outlined in Section 15;
• (e) Report to law enforcement, regulators, or third parties;
• (f) Pursue all available legal remedies.

6. PRODUCT LISTINGS AND OPERATIONAL OBLIGATIONS

6.1. Listing Accuracy

Each product listing must include:

• Product name, accurate description, and category;
• Brand and model (with proper authorization, per Section 4);
• Size and measurements (for apparel);
• Color, materials, weight;
• Stock quantity;
• Price (in USD);
• Shipping time and cost;
• At least 3 (three) and no more than 10 (ten) original product photos taken by the Seller (or with explicit license);
• Warranty information (if applicable);
• Return policy (consistent with Niwers Returns Policy).

6.2. Inventory Management

6.2.1. Sellers must maintain accurate inventory and ship orders within the stated timeframe.

6.2.2. If a Product is out of stock when ordered, Seller must notify Niwers within 24 hours and the Order will be canceled with a full refund to the Buyer.

6.2.3. Stock-out cancellations exceeding 5% of total Orders in any 30-day period may result in account suspension.

6.3. Order Fulfillment

6.3.1. Sellers must ship orders within 3 business days of receipt and provide a valid tracking number through the Niwers Platform.

6.3.2. Sellers must use carriers that provide tracking and delivery confirmation.

6.3.3. Sellers are responsible for safe packaging and proper labeling.

6.3.4. Failure to ship within 3 business days may result in automatic Order cancellation, refund to the Buyer, and penalties (Section 15).

6.4. Return and Customer Service

Sellers must:

• Provide a valid return address within the United States;
• Maintain a customer service email or in-app communication;
• Respond to Buyer inquiries within 48 hours;
• Comply with the Niwers Returns Policy.

7. COMMISSION, FEES, AND PAYMENT FLOW

7.1. Commission

7.1.1. Niwers charges a flat commission of 10% of the total Order amount (Product price + shipping fee, if any).

7.1.2. Commission is calculated and deducted automatically from each completed Order.

7.1.3. Niwers may modify the Commission rate with 30 days' prior notice to Sellers. Continued use after the effective date constitutes acceptance.

7.1.4. Niwers may, at its discretion, offer different Commission rates for specific categories, campaigns, or promotional programs.

7.2. Service Fees

In addition to Commission, Sellers may incur:

• (a) Return processing fees for buyer-initiated returns;
• (b) Penalty fees under Section 15 (Penalties);
• (c) Optional marketing fees for sponsored listings or promotions;
• (d) Stripe processing fees (deducted by Stripe at the time of payment);
• (e) Sales tax remittance (collected by Niwers as Marketplace Facilitator);
• (f) 1099-K issuance fees if applicable.

7.3. Payment Flow (Stripe Connect Marketplace)

7.3.1. Niwers operates Stripe Connect in destination charge marketplace mode:

Buyer payment → Niwers Stripe account
                      ↓
                  Commission deducted
                  Reserve held
                  Sales tax remitted
                      ↓
                  Net amount → Seller's Stripe Connected Account

7.3.2. Sellers must complete Stripe Connect onboarding before receiving payouts. Stripe Connect onboarding includes additional KYC requirements imposed by Stripe.

7.3.3. During fund holding, Sellers acknowledge that funds are held by Niwers as bailee and Sellers have no rights of disposal until payout.

7.4. Payout Schedule

7.4.1. Payouts to Sellers occur weekly on Fridays.

7.4.2. A payout includes Orders meeting all of the following conditions:

• Buyer has received the Product (carrier shows "Delivered");
• Buyer's return window has expired (typically 14 days from delivery);
• No active dispute, return, or chargeback;
• All Niwers Policy obligations met.

7.4.3. Niwers may delay or reverse payouts in cases of suspected fraud, IP violations, or other policy breaches.

7.5. Reserve

7.5.1. Niwers holds a 20% Reserve on each Order to secure against:

• Potential refunds;
• Chargebacks;
• Penalties under Section 15;
• Other Niwers claims.

7.5.2. Reserve is released 30 calendar days after Order completion, subject to no outstanding claims.

7.5.3. Niwers may increase the Reserve (up to 50%) for high-risk Sellers based on chargeback ratio, return rate, or other risk indicators, with 7 days' notice.

7.6. Set-Off and Recoupment

7.6.1. Niwers may set off and recoup any Seller obligation against any current or future Seller balance, payout, or Reserve, without notice or consent.

7.6.2. If the Seller balance is insufficient, Niwers may pursue collection. Seller agrees to pay any outstanding obligations within 7 business days of demand, with interest at the maximum rate permitted by California law.

7.7. Sales Tax

7.7.1. Niwers operates as a Marketplace Facilitator in all 45+ states with applicable laws. Niwers collects and remits sales tax on behalf of Sellers using Stripe Tax.

7.7.2. Sellers are responsible for income tax on their earnings.

7.7.3. Niwers will issue IRS Form 1099-K to Sellers meeting applicable thresholds (currently $5,000+ in gross payments per IRS phased rollout).

7.7.4. Sellers must provide accurate Tax Identification Number information for tax reporting.

7.8. Currency

All amounts are denominated and paid in U.S. Dollars (USD).

8. RETURNS, REFUNDS, AND NIWERS DISCRETIONARY AUTHORITY

8.1. Return Policy

Sellers must accept returns in accordance with the Niwers Returns Policy, which provides Buyers a 14-day return window for general items and 30-day window for defective or misrepresented items.

8.2. ⚖️ Niwers's Unilateral Refund Authority

By accepting this Agreement, Seller grants Niwers the irrevocable right and authority to:

Without prior notice or Seller consent, in Niwers's sole discretion, evaluate any Buyer complaint, dispute, or claim and unilaterally issue refunds, cancel Orders, hold funds, and take any remedial action Niwers deems appropriate, including charging the Seller for the refunded amount.

8.3. Niwers Acts in Buyer Protection Capacity

Niwers's actions under Section 8.2 are taken to:

• Comply with applicable consumer protection laws;
• Maintain Buyer trust and platform integrity;
• Comply with Stripe's User Agreement;
• Protect Niwers from chargebacks and reputational harm.

8.4. Triggers for Niwers Action

Niwers may exercise unilateral refund authority when, in its sole discretion:

• (a) Seller fails to respond to a Buyer dispute within 3 business days (auto-approval);
• (b) Buyer submits a valid 14-day return request;
• (c) Product is significantly different from listing;
• (d) Product is defective, damaged, or counterfeit;
• (e) Order is not delivered or significantly delayed;
• (f) Seller is uncooperative in dispute resolution;
• (g) Stripe or card issuer initiates chargeback;
• (h) Niwers's anti-fraud or risk systems flag the transaction.

8.5. Recovery from Seller

Refunds issued under Section 8.2 are recovered from:

1. Seller's available balance;
2. Seller's pending Reserve;
3. Future Seller payouts;
4. Direct collection from Seller (if balance insufficient).

8.6. Seller's Limited Right to Dispute

Seller may dispute a Niwers refund decision by providing:

• Documentation rebutting the Buyer's claim;
• Proof of fulfillment;
• Other relevant evidence.

Niwers will review such submissions in good faith but Niwers's final decision is binding under this Agreement. Seller's exclusive recourse for disputes about refunds is the arbitration procedure in Section 18.

8.7. State Law Compliance

The Niwers Returns Policy provides protections meeting or exceeding any state law return requirements. Where state law provides greater Buyer rights, those state law rights apply notwithstanding any term in this Agreement.

9. CHARGEBACKS AND DISPUTE MANAGEMENT

9.1. Chargeback Liability

Chargebacks (transaction reversals initiated by a Buyer's card issuer or bank) are the financial responsibility of the Seller.

9.2. Chargeback Procedure

Upon receiving a chargeback notification:

• Niwers blocks the disputed amount in the Seller's balance/Reserve;
• Niwers requests chargeback evidence from Seller within 48 hours;
• Seller must provide evidence within 24 hours (tracking, photos, communications);
• Niwers compiles and submits the dispute response to Stripe;
• Final outcome is determined by the issuing bank, not Niwers.

9.3. Chargeback Costs

Sellers are liable for:

• The chargeback amount;
• Stripe chargeback fees (typically $15);
• Niwers administrative fees;
• Any related penalties under Section 15.

9.4. High Chargeback Rates

If a Seller's chargeback rate exceeds 2% in any 30-day period, Niwers may:

• Increase Reserve;
• Suspend the account;
• Terminate the Agreement;
• Report to Stripe (which may close the Connected Account).

9.5. Stripe Card Network Compliance

If Stripe places the Seller in a chargeback monitoring program (e.g., Visa Dispute Monitoring Program, Mastercard Excessive Chargeback Program), the Seller is subject to additional fees and may be terminated.

10. PRIVACY AND DATA PROTECTION

10.1. Privacy Compliance

Sellers must comply with:

• California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) for California consumers;
• Virginia Consumer Data Protection Act (VCDPA), Colorado Privacy Act (CPA), Connecticut Data Privacy Act, and similar state laws;
• Children's Online Privacy Protection Act (COPPA) — Sellers may not collect data from children under 13;
• CAN-SPAM Act for commercial email;
• Telephone Consumer Protection Act (TCPA) for SMS and calls;
• All other applicable privacy laws.

10.2. Buyer Information

10.2.1. Niwers shares limited Buyer information with Sellers necessary to fulfill Orders:

• Buyer's name;
• Shipping address;
• Phone number (where required by carrier);
• Order details.

10.2.2. Sellers may use this information only to fulfill the Order. Sellers may not:

• Use Buyer information for marketing without explicit consent;
• Share, sell, or transfer Buyer information;
• Retain Buyer information longer than necessary for Order fulfillment plus required record retention;
• Send unsolicited communications (subject to CAN-SPAM and TCPA).

10.3. Data Breach

Sellers must notify Niwers within 24 hours of any data breach involving Buyer information at [email protected]. Sellers are responsible for breach notifications to affected individuals as required by law.

10.4. Indemnification

Seller shall indemnify Niwers for any claim, damage, or penalty arising from Seller's privacy law violations.

11. INTELLECTUAL PROPERTY

11.1. Niwers's IP

Niwers's marks, logos, software, design, content, and other intellectual property remain Niwers's exclusive property. Sellers receive only a limited license to use the Niwers Platform per this Agreement.

11.2. Seller's IP

Sellers retain ownership of their product images, descriptions, and other content uploaded to the Niwers Platform, subject to the license in Section 11.3.

11.3. License Grant to Niwers

Seller grants Niwers a worldwide, non-exclusive, royalty-free, sublicensable, perpetual, irrevocable license to:

• Display, reproduce, modify, and distribute the Seller's product listings, images, and descriptions on the Niwers Platform;
• Use Seller content for marketing, promotional, and advertising purposes (on and off the Niwers Platform, including social media, email campaigns, and third-party advertising channels);
• Maintain backups and archives;
• Comply with legal obligations.

This license survives termination of this Agreement for purposes of (a) historical records, (b) backup, (c) legal compliance, and (d) marketing materials produced before termination.

11.4. Seller IP Warranty

Seller warrants that:

• Seller owns or has rights to all images, text, and content uploaded;
• Seller's listings do not infringe third-party IP rights;
• All listing content was created by Seller or used with proper authorization.

12. PLATFORM OPERATIONS

12.1. "AS IS" Service

The Niwers Platform is provided "AS IS" and "AS AVAILABLE". Niwers does not guarantee uninterrupted, error-free, or secure operation.

12.2. Niwers's Discretionary Powers

Niwers may, without prior notice:

• Modify the Niwers Platform's features, layout, and categories;
• Add, remove, or modify functionalities;
• Change algorithms (search, ranking, recommendations);
• Adjust visibility of listings;
• Promote certain listings or campaigns;
• Implement temporary or permanent restrictions.

12.3. Maintenance

Scheduled and emergency maintenance may temporarily affect Niwers Platform availability. Niwers is not liable for downtime.

12.4. Promotional Programs

Sellers may participate in promotional programs at their option. Promotional terms may impose additional obligations beyond this Agreement.

13. LIMITATION OF LIABILITY

13.1. Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NIWERS BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES;
• LOSS OF GOODWILL OR REPUTATION;
• BUYER OR THIRD-PARTY CLAIMS.

13.2. Cap on Liability

NIWERS'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSION PAID BY SELLER TO NIWERS IN THE 12 MONTHS PRECEDING THE EVENT.

13.3. Exceptions

The limitations do not apply to:

• Liability that cannot be limited under applicable law;
• Niwers's gross negligence, willful misconduct, or fraud.

14. INDEMNIFICATION BY SELLER

14.1. Indemnification Obligation

Seller shall indemnify, defend, and hold harmless Niwers, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and expert fees) arising out of or related to:

• (a) Seller's breach of this Agreement or any Niwers Policy;
• (b) Seller's violation of any law (federal, state, or local);
• (c) Seller's products (including product safety, quality, IP infringement, and liability claims);
• (d) Seller's representations and warranties;
• (e) Buyer claims against Niwers related to Seller's Products;
• (f) Sales tax, income tax, or other tax obligations of Seller;
• (g) Brand owner or IP rights holder claims;
• (h) Privacy law violations;
• (i) Stripe or other payment processor claims.

14.2. Defense

Niwers reserves the right to assume the exclusive defense and control of any matter for which Seller is required to indemnify, at Seller's expense.

14.3. Survival

This indemnification obligation survives termination of this Agreement.

14.4. Not Subject to Limitation

The indemnification obligation in Section 14.1 is not subject to the Limitation of Liability in Section 13.

15. PENALTIES

15.1. Penalty Schedule

Sellers agree to pay the following penalties for the listed violations:

15.2. Niwers's Discretion

Niwers may, in its sole discretion:

• (a) Reduce or waive penalties for first-time violations or upon Seller cooperation;
• (b) Apply alternative remedies (warning, temporary suspension, education);
• (c) Establish temporary amnesty or grace periods;
• (d) Provide a cure period before applying penalties.

The exercise (or non-exercise) of discretion is at Niwers's sole option, and Seller has no right to demand discretion be applied.

15.3. Penalty Collection

Penalties are collected directly from Seller's balance, Reserve, or future payouts, without notice. If insufficient, Niwers will invoice the Seller, with payment due within 7 business days.

15.4. Penalty Adjustment

Penalty amounts may be adjusted annually based on inflation or operational considerations, with 30 days' notice.

15.5. Right to Pursue Additional Damages

Penalties do not preclude Niwers from pursuing additional damages, injunctive relief, or other legal remedies.

16. TERM AND TERMINATION

16.1. Term

This Agreement is effective when accepted and continues until terminated by either party.

16.2. Termination by Seller

Seller may terminate this Agreement with 30 days' written notice to [email protected]. During the notice period, Seller must:

• Complete pending Orders;
• Honor return windows;
• Maintain customer service;
• Pay all outstanding obligations.

16.3. Termination by Niwers

16.3.1. For Cause (Immediate): Niwers may terminate this Agreement immediately, without notice, for:

• Counterfeit goods or IP violations (one-strike, Section 4.3);
• Material breach of this Agreement;
• Violation of any Niwers Policy;
• Suspected fraud, money laundering, or illegal activity;
• Government or law enforcement request;
• Stripe or other payment processor termination of Seller's Connected Account;
• Loss of necessary licenses or registrations;
• Bankruptcy or insolvency;
• Any other cause Niwers deems appropriate.

16.3.2. Without Cause: Niwers may terminate this Agreement without cause with 30 days' notice.

16.4. Effect of Termination

Upon termination:

• Seller's listings are removed;
• Pending Orders are completed (subject to Niwers's discretion);
• Funds in Seller's account, after deducting Commission, fees, and Reserve, are paid out 120 days after termination (the extended hold period covers chargebacks and disputes);
• Seller remains liable for all pre-termination obligations;
• Survival provisions apply (Sections 4.7, 8, 11, 13, 14, 15, 18, and others).

16.5. Reactivation

A terminated Seller may not create a new account without Niwers's express written permission. Counterfeit terminations are permanent and non-appealable.

17. MODIFICATIONS TO THIS AGREEMENT

17.1. Modifications by Niwers

Niwers may modify this Agreement at any time. Material changes will be communicated through:

• Email to Seller's registered address;
• In-app notification;
• Notice on the Niwers Platform.

17.2. Effective Date

Changes take effect 30 days after notice, except changes required by law, which take effect immediately.

17.3. Acceptance

Continued use of the Niwers Platform after the effective date constitutes acceptance. Sellers who do not agree may terminate the Agreement under Section 16.2.

18. ⚖️ ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

THIS SECTION CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ CAREFULLY.

18.1. Agreement to Arbitrate

You and Niwers agree that any Dispute arising out of or relating to this Agreement, the Seller relationship, or your use of the Niwers Platform as a Seller shall be resolved exclusively through final and binding individual arbitration, except as carved out in Section 18.5.

This arbitration is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

18.2. JAMS Arbitration

Arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (as in effect at the time of demand). If JAMS is unavailable, AAA shall administer under its Commercial Arbitration Rules.

18.3. Procedure

18.3.1. Pre-Arbitration Notice. Before initiating arbitration, you must provide Niwers written notice of the Dispute via [email protected] and allow 60 days for informal resolution.

18.3.2. Demand for Arbitration. If unresolved, file a Demand with JAMS.

18.3.3. Location. San Francisco, California, unless otherwise agreed.

18.3.4. Arbitrator's Authority. The arbitrator decides all Disputes, including arbitrability, except the Class Action Waiver in Section 18.4.

18.3.5. Final Decision. The arbitrator's decision is final and binding.

18.4. Class Action Waiver

YOU AND NIWERS AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

Class arbitration is prohibited. A court, not the arbitrator, decides the validity of this Class Action Waiver.

If the Waiver is found unenforceable, the entire arbitration agreement is void.

18.5. Carve-Outs

Excluded from arbitration:

• (a) Small claims court actions within jurisdictional limits;
• (b) IP injunctive relief (e.g., trademark, copyright) sought by either party;
• (c) Niwers's right to seek injunctive relief in court;
• (d) Disputes that cannot legally be required to be arbitrated.

18.6. ⏰ 30-Day Right to Opt Out

You may opt out of this arbitration agreement within 30 days after first accepting this Agreement by sending written notice to [email protected] with subject "Arbitration Opt-Out" and your account details.

18.7. Costs and Fees

18.7.1. Each party bears its own costs and attorney fees, except as otherwise required by law.

18.7.2. Arbitration administrative and arbitrator fees are paid as required by JAMS Commercial Rules.

18.7.3. Frivolous claims may result in fee-shifting.

18.8. Confidentiality

Arbitration proceedings, awards, and settlements are confidential, except as needed to enforce or comply with law.

18.9. Survival

Section 18 survives termination of this Agreement.

19. GENERAL PROVISIONS

19.1. Governing Law

California state law (without regard to conflict of laws), supplemented by the Federal Arbitration Act for arbitration matters.

19.2. Independent Contractor

Seller is an independent contractor, not an employee, agent, partner, or joint venturer of Niwers. Seller has no authority to bind Niwers.

19.3. Entire Agreement

This Agreement, the Niwers Terms of Service, the Privacy Policy, and other Niwers Policies constitute the entire agreement between Seller and Niwers.

19.4. Severability

If any provision is unenforceable, the remaining provisions remain in effect.

19.5. No Waiver

Niwers's failure to enforce a provision is not a waiver of future enforcement.

19.6. Assignment

Seller may not assign without Niwers's written consent. Niwers may assign freely.

19.7. Force Majeure

Neither party is liable for failure caused by events beyond reasonable control.

19.8. Notices

• From Niwers to Seller: in-app, email, or mail to registered address.
• From Seller to Niwers: [email protected] or pending — company being formed, pending — company being formed, Attn: Legal.

19.9. Counterparts and Electronic Signature

Acceptance via electronic means is binding under the E-SIGN Act.

19.10. Survival of Obligations

Sections that by nature survive termination, including 4.7, 8, 11, 13, 14, 15, 18, continue in effect.

20. SELLER ACKNOWLEDGMENTS

By accepting this Agreement, Seller specifically acknowledges and agrees to the following provisions, having had opportunity to review and understand each:

• (a) Niwers operates as a marketplace, not a seller (Section 2);
• (b) Anti-counterfeiting / IP zero-tolerance / one-strike termination (Section 4);
• (c) Mandatory INFORM Act verification (Section 3.2) and disclosure of Seller information to Buyers (Section 3.4);
• (d) 20% Reserve, 30-day hold (Section 7.5);
• (e) Niwers's unilateral refund authority (Section 8.2);
• (f) 3-business-day auto-approval (Section 8.4(a));
• (g) Set-off and recoupment rights (Section 7.6);
• (h) Penalties (Section 15);
• (i) Limitation of Liability (Section 13);
• (j) Indemnification (Section 14);
• (k) Mandatory arbitration and class action waiver (Section 18) and 30-day opt-out right (Section 18.6);
• (l) California governing law (Section 19.1).

21. CONTACT

Version: 2026-05-v1.0 Effective Date: pending — company being formed

pending — company being formed

Seller Name: ___________________________ Date: ___________________________ Seller Account ID: ___________________________ IP Address (system-recorded): ___________________________ EIN/SSN (last 4 digits, system-recorded): ___________________________