Onboarding and Payout Setup

To use the OnAnthem Platform, you must connect your product catalog and complete onboarding. By completing onboarding, you agree to the payment processor's applicable terms of service, including the Stripe Connected Account Agreement if applicable, which are incorporated herein by reference.

Account Accuracy

You are responsible for keeping the following information accurate and up to date, and for all activity that occurs under your account:

• • Account information and contact details
• • Product catalog, pricing, tax category details, and inventory levels
• • Shipping settings and return policies
• • Tax information and payout details

Eligibility and Authority

You must be at least 18 years old and have the legal authority to enter into this Agreement on behalf of yourself or the entity you represent. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have full authority to bind that entity to this Agreement.

Suspension and Verification

OnAnthem reserves the right to suspend or terminate accounts that violate this Agreement, engage in fraudulent or abusive activity, fail to satisfy onboarding or verification requirements, or pose legal, financial, operational, payment processor, or reputational risk to the OnAnthem Platform.

OnAnthem may require additional information or documentation from you at any time to verify your identity, business operations, inventory ownership, authority to sell merchandise, tax status, or compliance with this Agreement. You must also comply with OnAnthem policies, payment processor requirements, card network rules, sanctions requirements, fraud prevention requirements, reserve requirements, and other onboarding, verification, or compliance requirements OnAnthem communicates from time to time.

Catalog Control

OnAnthem lists products you have chosen to share from your connected catalog on the OnAnthem Platform, including Partner storefronts. You control which products are available to each Partner through the OnAnthem Platform dashboard. You may add, remove, or modify products at any time, and changes will be reflected in Partner storefronts, subject to reasonable processing delays.

Ownership and License

You retain ownership of all merchandise, inventory, and intellectual property, including brand, name, likeness, trademarks, logos, and other content you provide, at all times. This Agreement does not transfer any ownership rights to OnAnthem or any Partner.

You grant OnAnthem and the applicable Partners a limited, non-exclusive, revocable license to display, reproduce, transmit, and use your product information, images, trademarks, and related content solely for the purpose of enabling sales and operating the OnAnthem Platform. Neither you nor any third party acting on your behalf may issue any press release or make any public statement implying endorsement, sponsorship, approval, or partnership by OnAnthem or any Partner without prior written consent.

Order Processing

When a customer buys your merchandise through the OnAnthem Platform — including through a Partner storefront — checkout is operated by OnAnthem. OnAnthem's payment processor collects the customer's payment, and OnAnthem records the transaction. If you have connected a supported commerce platform such as Shopify, the order is created in your connected store, attributed to the OnAnthem sales channel, and you fulfill it through your standard fulfillment workflow; otherwise, OnAnthem sends the order details to you to fulfill.

Partner Relationships

The commercial terms of each Merchant-Partner relationship are configured in the OnAnthem Platform and displayed to you before you accept a Partner connection, including the commission payable to OnAnthem on each transaction (the "Marketplace Commission"). These terms include:

You may accept or decline any Partner relationship, and you may terminate a Partner relationship at any time through the OnAnthem Platform. Termination of a Partner relationship does not affect orders placed before the effective time of termination, and those orders remain subject to this Agreement until fully fulfilled, refunded, charged back, or otherwise resolved.

Product Removal

OnAnthem may remove or decline to list any product or category of products at any time in its sole discretion.

Fulfillment Responsibility

You are solely responsible for fulfilling all orders for your merchandise, including picking, packing, shipping, delivery, tracking, and any customer-facing order obligations assigned to you by OnAnthem. You are also responsible for product quality, safety, legality, compliance, labeling, and accuracy.

Returns and Refunds

All refunds are issued to the customer's original payment method. You may initiate a refund from your OnAnthem dashboard or, if you have connected a supported commerce platform such as Shopify, from your connected store; OnAnthem processes the refund and reverses the associated commission and sales tax accordingly.

You shall manage returns and refunds in accordance with the return policy approved for use on the OnAnthem Platform and any policies communicated to customers in the checkout flow.

OnAnthem may, in its discretion, issue or direct refunds, returns, credits, cancellations, or other customer accommodations where reasonably necessary to resolve customer service issues, legal compliance issues, fraud concerns, fulfillment failures, product defects, product nonconformity, delivery failures, infringement claims, pricing errors, or other order-related disputes. OnAnthem's determination shall control absent manifest error.

Loss Recovery

If a refund, return, credit, adjustment, chargeback, or other loss arises from your failure to fulfill, delayed shipment, product defect, inaccurate description, product nonconformity, infringement allegation, recall, violation of law, or other act or omission by you, you are responsible for the full amount of such loss and any associated fees, costs, penalties, shipping costs, and related expenses. OnAnthem may offset such amounts from any current or future payouts otherwise owed to you.

Failure to Fulfill

If you fail to fulfill an order, OnAnthem may cancel the order, refund the customer, refuse to release settlement amounts attributable to that order, or take other action reasonably necessary to protect OnAnthem, the customer, or the applicable Partner.

Cooperation

You are responsible for cooperating promptly and in good faith with OnAnthem and any applicable Partner in connection with customer complaints, inquiries, disputes, refund requests, chargebacks, product claims, regulatory inquiries, or investigations involving your merchandise or fulfillment activities.

Settlement Calculation

For each sale of your merchandise through the OnAnthem Platform, OnAnthem or its designated payment processor receives or causes the receipt of the transaction funds from the customer. OnAnthem then calculates the amounts, if any, payable to you, the applicable Partner, and OnAnthem based on the commercial terms configured for the applicable transaction or relationship.

Payout Conditions

Payouts to you are not instant and are not earned until all of the following conditions are met:

• • The underlying transaction has been successfully processed
• • The funds have been received and cleared
• • Any applicable risk, fraud, compliance, reserve, refund, return, or chargeback reviews have been completed to OnAnthem’s satisfaction
• • Any required fulfillment conditions have been met

OnAnthem may delay or withhold payouts in whole or in part for actual or anticipated refunds, returns, chargebacks, disputes, fraud risk, failed payments, compliance reviews, payment processor requirements, legal requirements, reserves, failed fulfillment, inaccurate information, or other liabilities or risks associated with your account or transactions. Absent any hold, reserve, failed payment, or other issue, OnAnthem will initiate payout within a commercially reasonable time after the applicable payout conditions are satisfied.

Calculating Your Payout

Your payout for each transaction equals the amount determined under the commercial terms configured in the OnAnthem Platform for the applicable Partner relationship, less any of the following amounts owed by you to OnAnthem or any Partner:

• • Marketplace Commission
• • Payment processing fees
• • Refunds, returns, chargebacks, reversals, and credits
• • Shipping adjustments
• • Reserve amounts and penalties
• • Taxes required to be withheld
• • Dispute-related costs

Reserves and Holdbacks

OnAnthem may establish reserves, rolling reserves, payout holds, delayed settlement periods, minimum payout thresholds, or other holdbacks in amounts OnAnthem reasonably determines are necessary to secure actual or anticipated refunds, chargebacks, disputes, fraud risk, returns, penalties, indemnification obligations, or other liabilities. OnAnthem may release or modify such reserves in its discretion.

Offset and Recoupment

OnAnthem may offset any amounts owed by you to OnAnthem or to any Partner from any payouts otherwise due to you under any transaction, Partner relationship, or other account you maintain on the OnAnthem Platform.

If OnAnthem has already paid you for a transaction that is later refunded, charged back, reversed, disputed, canceled, found to be fraudulent, or otherwise results in loss or liability attributable in whole or in part to you, OnAnthem may recover the applicable amount from your current or future payouts, or by other lawful means.

Data Sources

OnAnthem may rely on data from its payment processor, order management systems, connected commerce platforms, tracking systems, fraud tools, and internal records in determining transaction status, fulfillment status, reserve requirements, payout timing, and settlement amounts.

Settlement Statement Disputes

You shall review settlement statements and payout reports promptly. Unless you notify OnAnthem in writing of a specific dispute within thirty (30) days after the applicable settlement statement or payout report is made available to you, that statement or report is deemed final and accepted.

Representations and Warranties

You represent and warrant that:

• • You own or have all necessary rights to sell the merchandise
• • The merchandise and any related branding or content do not infringe any third-party rights
• • The merchandise complies with all applicable laws and regulations
• • The merchandise is authentic, safe for intended use, accurately described, and properly labeled where required
• • You have the authority to enter into and perform this Agreement

Indemnification

You shall indemnify, defend, and hold harmless OnAnthem and its officers, directors, employees, affiliates, agents, contractors, service providers, and Partners from any third-party claims, damages, losses, liabilities, judgments, penalties, fines, costs, and reasonable attorneys' fees arising out of or relating to:

• • Your breach of this Agreement
• • Any claim that your merchandise or content infringes third-party rights
• • Any product liability or safety claim
• • Your failure to comply with applicable laws
• • Your fulfillment activities
• • Any refund, chargeback, reversal, investigation, or loss arising from your acts or omissions

OnAnthem has the right to control the defense and settlement of any such claim, provided OnAnthem shall not settle any claim in a manner that imposes liability or admission of fault on you without your prior written consent, not to be unreasonably withheld, conditioned, or delayed. Amounts payable by you under this section are due upon demand and may be recovered by offset against payouts or by other lawful means.

Customer Data Use

You shall comply with all applicable data protection, privacy, and consumer protection laws. You shall use customer personal data received through the OnAnthem Platform solely for the purpose of fulfilling orders, supporting customer service related to those orders, or otherwise as expressly authorized by OnAnthem and permitted by law. You shall not sell, rent, disclose, or otherwise make such data available to third parties except as required by law.

You shall not use customer personal data for marketing or promotional purposes unless expressly authorized by the applicable customer, OnAnthem, and applicable law.

Taxes

You are responsible for all taxes arising from your business and your income, including federal and state income tax, business and inventory taxes, property taxes, and any import duties on goods you sell.

For sales facilitated through the OnAnthem Platform, OnAnthem acts as a marketplace facilitator and is responsible for calculating, collecting, and remitting sales and use tax to the applicable taxing jurisdictions where OnAnthem is registered. You are not required to remit sales tax to those jurisdictions on facilitated sales. You remain responsible for sales and use tax on any sales not facilitated by OnAnthem and for any taxes in jurisdictions where OnAnthem is not registered as a marketplace facilitator.

Where required by applicable law, OnAnthem (directly or through its service providers) will prepare and file information returns (such as IRS Form 1099-K) with respect to payments made to you and will provide you with copies as required. You agree to provide and maintain accurate and complete taxpayer information, including through our payment processor, and to promptly provide any additional tax forms or documentation that OnAnthem reasonably requests. OnAnthem may withhold amounts from payouts or suspend payouts where required by law, including where valid taxpayer information has not been provided.

Sanctions and Trade Compliance

You represent that neither you nor your business is listed on any sanctions list administered by OFAC or other applicable regulatory authority, and that you will not use the OnAnthem Platform in violation of sanctions, export controls, or other trade restrictions.

Insurance

You shall maintain commercially reasonable insurance coverage, including commercial general liability and product liability insurance appropriate for the goods you sell, and you shall provide certificates of insurance or other evidence of coverage upon OnAnthem's request. Unless OnAnthem agrees otherwise in writing, such coverage shall be maintained in amounts not less than $1,000,000 per occurrence and $2,000,000 aggregate, or such higher amounts as required by law or reasonably requested by OnAnthem based on the nature of the goods sold.

Records and Audit

You shall maintain complete and accurate books and records relating to orders, fulfillment, refunds, returns, product sourcing, inventory, consumer complaints, safety issues, and compliance with this Agreement for at least three (3) years following the date of the applicable transaction, and shall provide such records to OnAnthem upon reasonable request. Upon reasonable prior notice, OnAnthem or its designated representative may audit your books, records, systems, policies, and supporting documentation to verify transactions, payouts, refunds, chargebacks, order fulfillment, inventory, compliance, and other matters reasonably related to this Agreement.

Safeguards

You must implement reasonable administrative, technical, and physical safeguards to protect customer personal data received through the OnAnthem Platform.

Breach Notification

You must notify OnAnthem without undue delay, and in no event later than seventy-two (72) hours after discovery, of any actual or suspected data breach, security incident, unauthorized access, or misuse affecting customer data received through the OnAnthem Platform. You shall provide all information reasonably requested by OnAnthem regarding the incident and shall cooperate fully with OnAnthem in any required investigation, remediation, notice, or response.

Term

This Agreement is effective when you accept it during onboarding and continues until terminated by either party.

Termination Rights

You may terminate this Agreement at any time by disconnecting your product catalog and payout account from the OnAnthem Platform. OnAnthem may terminate this Agreement at any time, and may terminate immediately if you breach this Agreement or otherwise create risk to the OnAnthem Platform.

Effect of Termination

Upon termination, your products will be removed from Partner storefronts within a commercially reasonable period. Any orders placed before termination remain subject to this Agreement until fully fulfilled, refunded, charged back, or otherwise resolved.

Termination does not relieve you of liability for pre-termination transactions, refunds, reversals, chargebacks, reserves, audits, investigations, indemnity claims, confidentiality obligations, taxes, or any unpaid or contingent obligations arising from activity before termination.

Survival

Sections covering Payments and Settlement, Your Responsibilities, Platform Integrity, Data Security, OnAnthem's Role and Limitations, Effect of Termination, General Provisions, Arbitration, Intellectual Property Complaints, and Fraud Prevention, and any provisions that by their nature should survive, survive termination. OnAnthem may retain and use transaction, payout, tax, customer service, dispute, fraud prevention, and compliance records to the extent necessary for legal compliance, dispute resolution, accounting, and enforcement of this Agreement.

Binding Arbitration

Except for claims eligible for small claims court, any dispute, claim, or controversy arising out of or relating to this Agreement, the OnAnthem Platform, or your relationship with OnAnthem shall be resolved exclusively through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Unless otherwise agreed, arbitration shall take place in Wilmington, Delaware.

Class Action Waiver

You and OnAnthem agree that any dispute resolution proceeding will be conducted only on an individual basis and not as a class action, collective action, consolidated action, or representative proceeding. You waive the right to participate in any class, collective, or representative action against OnAnthem.

Opt-Out

You may opt out of this arbitration provision by providing written notice to OnAnthem within thirty (30) days of accepting this Agreement.

Equitable Relief

Notwithstanding the foregoing, OnAnthem may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to prevent or address actual or threatened misuse of intellectual property, unauthorized access, confidentiality breaches, misuse of customer data, fraud, or other conduct likely to cause immediate and irreparable harm.

Submitting a Notice

If a rights holder believes that merchandise listed through the OnAnthem Platform infringes their rights, they may submit a written notice to OnAnthem identifying:

• • The allegedly infringing material
• • The rights allegedly violated
• • The complaining party’s contact information
• • A good-faith statement that the use is unauthorized

Our Response

Upon receiving a valid infringement notice, OnAnthem may remove or disable access to the allegedly infringing merchandise while the claim is investigated.

Amendments

OnAnthem may update this Agreement from time to time. We will provide at least thirty (30) days' notice of material changes before they take effect. Non-material changes (such as clarifications, formatting, or corrections) may take effect immediately. Continued use of the OnAnthem Platform after the effective date of a change constitutes acceptance of the updated terms. If you do not agree to a material change, you may terminate this Agreement before it takes effect.

Assignment

You may not assign this Agreement without OnAnthem's prior written consent, except to a successor in a merger or acquisition of substantially all of your business. OnAnthem may assign this Agreement freely. You shall promptly notify OnAnthem of any change in control, ownership, or legal status of your business.

Entire Agreement

This Agreement, together with any applicable payout processor terms, fee schedules, and Partner-specific commercial terms presented through the OnAnthem Platform, constitutes the entire agreement between you and OnAnthem regarding your use of the OnAnthem Platform as a Merchant. In the event of conflict, the order of precedence is: (a) this Agreement, (b) the applicable Partner-specific commercial terms, and (c) the fee schedule, unless expressly stated otherwise.

Notices

OnAnthem may provide notices via email to the address associated with your account or through the OnAnthem Platform. Notices are effective twenty-four (24) hours after they are sent.

Independent Contractors

You and OnAnthem are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.

Confidentiality

You shall keep confidential and shall not disclose any non-public information relating to OnAnthem, the OnAnthem Platform, settlement processes, pricing, fees, product requirements, technical documentation, security measures, Partner terms, or other business information disclosed by OnAnthem, except to your employees, contractors, legal advisors, and financial advisors who have a need to know and are bound by confidentiality obligations, or as required by law.

Force Majeure

OnAnthem shall not be liable for any delay, failure, or interruption caused by events beyond its reasonable control, including acts of God, internet failures, carrier failures, platform outages, processor failures, labor disputes, governmental actions, civil unrest, cyberattacks, pandemics, or transportation disruptions.

Electronic Acceptance

You agree that accepting this Agreement electronically, including by clicking to accept during onboarding or by using the OnAnthem Platform after being presented with this Agreement, constitutes your legal signature and agreement to be bound.

Severability and Waiver

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force and effect. No failure or delay by OnAnthem in exercising any right, power, or remedy under this Agreement operates as a waiver. All rights and remedies of OnAnthem under this Agreement are cumulative and not exclusive of any rights or remedies available at law or in equity.