Effective February 2025

1. Overview

Thank you for your interest in becoming a Vendor on the Conscious Collective online marketplace and corporate gifting design and fulfillment solutions, accessible through its website and mobile application (together, the “Services”). Throughout these Vendor Terms of Service (“Vendor Terms”), the terms “CC,” “us,” and/or “we” refer to Conscious Corporate Collective, Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Vendor. These Vendor Terms, along with the Privacy Policy, govern your sale of products as a Vendor through the Services. These Vendor Terms reference and link to various CC policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Vendor Terms. You hereby acknowledge and agree to the set forth below. Throughout these Vendor Terms, the word “include” or “including” means “including, but not limited to”.

2. Key Definitions

• “Vendor” means a Business who offers to sell and/or sells their own products to CC by their Clients through the Services. The term “Vendor” also includes “Distributor” as defined below.
• “Distributor” means a seller who offers to sell and/or sells a third party Vendor’s products to CC by their Clients on the Services under express, valid and continuous authorization from such third party Vendor.
• “Client” means a buyer who purchases products through the Services for the purpose of corporate gifting.

3. Account Registration – Vendor Account

• Vendor Account. To sell products through the Services as a Vendor, you must submit an application to become a Vendor and be approved by CC for an account (“Vendor Account”), as further set forth in the General Terms. By accepting these Vendor Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety, and if you are a Distributor, proof that you have the necessary rights from applicable third party Vendors whose products you seek to distribute on the Services) during the Vendor application process (as detailed in the General Terms), you authorize CC and its payment processors to settle and disburse funds to you for products you seek to distribute on the Services. CC will use good faith efforts to review your application to become a Vendor as soon as possible. You acknowledge that CC is only able to accept a limited number of Vendors at any given time, and that CC is not obligated to accept you as a Vendor. You hereby release CC from any liability regarding the acceptance process.
• Distributors. If you intend to distribute a third party Vendor’s products on the Services, you must obtain express written consent from the applicable third party Vendor. Such consent must include all relevant third party Vendor details (including, without limitation, Vendor name, products to be sold, and relevant contact information), all of which CC requires for legal and quality purposes. As a Distributor, you acknowledge and agree that a third party Vendor may in its discretion choose to list its products directly on the Services, in which case the relevant products would be removed from your listing as a Distributor.

4. Onboarding

• Vendor Page. Each Vendor has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) (“Vendor Page”). CC will create and design your Shop Page with the information you provide (or you may do so yourself in future iterations of our onboarding process features). You agree that CC may adjust, edit or remove Content you submit in order to comply with CC’s internal specifications and requirements. CC reserves the right to approve the final look and feel of your Vendor Page in its sole discretion. To have CC create your Shop Page, you must provide a catalog file, high resolution photography (product and lifestyle) in accordance with CC’s photography guidelines, and your minimum order quantity, all described below. CC may ask for additional information as needed. As soon as your Vendor Page is created, CC will send you an activation email.
• Catalog File. As part of the onboarding process, you are required and agree to submit to CC a catalog file of your entire and complete wholesale product catalog containing as much of the following information as possible: (i) product name; (ii) individual or prepack; (iii) product variations; (iv) case size; (v) wholesale price by region; (vi) retail price; (vii) product descriptions; and (viii) whether products are active or inactive. 
• High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products in accordance with CC’s photography guidelines. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by CC, and CC will select the best quality and most appropriate photographs for your Shop Page. CC reserves the right to reject content that violates CC’s guidelines or these Vendor Terms.
• Order Minimums. If you wish to have minimum order quantities, you agree to provide CC with your order minimums which will be displayed on your Vendor Page.
• Shipping Lead Time. You must set your typical shipping lead time, in business days, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. CC reserves the right to adjust the shipping lead time, based on actual historical lead times and to accommodate any lead time we require to augment the service sold to the Client. The lead time you set will be displayed on your Shop Page for the purpose of informing Clients, who may rely on it when making a purchase. You may edit your lead time via your profile link provided by us or by contacting us.

5. Content License, Representations and Warranties

• License. In connection with your use of the Services, you hereby grant to CC a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your Content on, through or by means of the Services and any of CC’s advertising, marketing, publicity and other initiatives and events. CC does not claim any ownership rights in any of your Content and nothing in these Vendor Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that CC may at its option, grant a limited, revocable sublicense to Clients to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.
• Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to CC the rights in such Content as contemplated under these Terms (including, without limitation, all rights, licenses, consents and releases from applicable third party Vendors if you are a Distributor); and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by CC or a Client of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. CC takes no responsibility and assumes no liability, and you hereby release CC from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify CC per the terms of the Indemnification section herein.

6. Product Listing and Compliance

• Product Listing. CC requests that each Vendor list their corporate gift appropriate wholesale catalog, and provide a description for each product. CC reserves the right to accept or reject any products and has final discretion as to the content of the final Shop Page.
• Product and Content Compliance. All products made available on CC, and related Content, must meet CC’s Product Guidelines. You acknowledge and agree to: (i) abide by CC’s Product Guidelines and to refrain from making available any prohibited products identified in CC’s Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including (a) that they are allowed to be sold from your jurisdiction and into the Client’s jurisdiction and (b) if you are a Distributor, that you are properly authorized to do so by the applicable third party Vendor(s). You acknowledge and agree that CC is not responsible for determining whether you meet the above requirements, you hereby release CC from any liability with respect thereto and agree to indemnify CC as set forth in the Indemnification section set forth below. Failure to comply with CC’s Products Guidelines may result in the temporary suspension or permanent termination of your Vendor Account, in our sole discretion.

7. Product Pricing

• Pricing Consistency. You acknowledge and agree that your prices on your Shop Page will be consistent with all other wholesale and retail channels where your products can be found in the applicable region. Product prices on your Shop Page must be displayed exclusive of indirect taxes, such as sales tax (in the U.S.), GST/HST, QST, PST (in Canada) or similar taxes.
• Price Audits. You acknowledge and agree that CC may perform routine price and content audits of the products listed on your Shop Page. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Clients. In the event a discrepancy is found, CC may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, CC reserves the right to temporarily suspend or permanently terminate your Vendor Account.

8. Title, Returns, Promotions

• Flash Title. As soon as CC receives an order from a Client, title to the product(s) in the order passes to CC before passing to the Client. If CC or the Client cancels the order prior to you shipping the order, or if the Client cancels the order because you have delayed shipping the order past the expected shipping date, then title passes back to you.
• Returned Products. CC takes title to all products returned by a Client, subject to its return policies (not all products are eligible for return). CC may, at its option, promote and distribute any returned products through its various redistribution channels. Clients may purchase these returned products without meeting the Vendor’s Minimum. You acknowledge and agree that CC may promote and redistribute such products bearing your Vendor name through these and/or other avenues. If you do not want your returned products to be re-sold or redistributed by CC, you may opt to buy back your returned inventory subject to certain additional terms and conditions.

9. Wholesale Pricing, Commissions and Payouts

• Acceptance of Terms. By accepting these Vendor Terms, you acknowledge and agree that CC will sell your products to Clients at Retail prices (or a lower price at CC’s choosing based on volume) and will absorb or pass on all Payment Processing Fees and shipping fees to the client. You agree and authorize CC and/or its payment processors to simply pay your wholesale pricing and shipping freight costs and to settle your Payout as designated by you through your CC account. If you are a Distributor, you acknowledge and agree that you have the power and authority to agree to the foregoing with respect to all third party Vendors whose products you distribute on the Services.
• Wholesale Pricing. CC currently does not charge Commissions for sales on the platform, but this may change in future and would be communicated with an amendment of this agreement that would have to be agreed to. Wholesale Pricing must fall within the 35-60% margin off of retail. This rate would be part of your Vendor Application and agreed upon at onboarding recognizing how margin can incentivize sales. 
• Payout Schedule; Payment Processing Fee. Currently CC executes payouts within 30 days of ordering for Client projects and does not deduct payment processing fees on the payout. This may change as the platform can handle more automated payouts and again would be communicated with an amendment of this agreement that would have to be agreed to by you. Please note that while CC works to ensure Vendors are paid on time, a payout to a Vendor may not be completed for various reasons, including a Vendor’s violation of its obligations under these Vendor Terms, in the event of fraud, if ordered products are missing or damaged, or as a result of actions taken by your bank or financial institution.
• Taxes. You agree to invoice CC for all wholesale orders and include the applicable taxes, including sales tax and similar indirect taxes that may be applicable as a result of applicable U.S., Canadian or other foreign law. Such taxes should be added to CC’s invoices for products ordered as provided by law. Depending on your tax registration status, the nature of the supplies, and all other relevant factors, as provided to CC, CC will remit such taxes to you as part of the order payout for your onward remittance to the appropriate tax authorities. You acknowledge and agree that you are solely responsible for the onward remittance of any such taxes as well as any other payments or filings required under applicable law. You hereby release CC with respect thereto, and agree to indemnify, defend and hold CC harmless against any and all such (withholding or other) taxes, contributions, penalties and/or interest, or any claim or action in relation therewith.

10. Shipping - Costs, Lead Times, Shipping Providers, Damaged Products

• Shipping Costs. Your products will be shipped in one of 2 ways: 1) delivered direct to Clients, or 2) shipped to us in Toronto, ON, Canada for inclusion in a curated gift campaign. In either instance, shipping will be agreed upon at the time of ordering and if provided by the Vendor, it should be added to the wholesale order invoice. In all shipping scenarios, shipping costs may not be inflated in any way. For the avoidance of doubt, CC is not responsible for handling transport, duty or customs clearance of any Vendor products.
• Tracking Number. You will be asked by CC for, and you agree to provide, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. If the order is a direct purchase, when you provide the tracking number(s), CC will automatically send an email to the Client letting them know the order is on its way. 
• Damaged or Missing Products. CC will notify you if a Client reports (or if we receive) products that are damaged or if an order is missing items. CC will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release CC from any liability with regard thereto. CC reserves the right to deduct payouts or charge the bank account or any payment method we have on file associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with CC, but we reserve the right to reject any dispute/claim created by you about the charge.
• Shipping Insurance. CC does not require you to purchase shipping insurance. However, CC strongly recommends that you do so in order to facilitate any shipping dispute you have with a Client. Shipping protection may be available. Shipping protection and insurance may be offered by third parties. Except as explicitly agreed to by the parties in writing, CC is not responsible for any shipping protection or insurance products.

11. Inventory, Orders, Recalled Products

• Inventory. You agree to keep CC informed, as best as possible, regarding product inventory availability for products advertised as being available. We send monthly reminders to ensure product availability is up to date. You agree to promptly notify us of any products that are discontinued or are out of stock by sending us an email to sellwithus@consciouscollective.io. Eventually, as we upgrade our platform, you will be able to do this via your Vendor Portal. 
• Orders. CC will send you an email each time a Client places an order for your products. You will be able to review the order details, and inform us on whether you accept the order. You must accept or reject an order within 2 business days of receiving the email notifying you of the order. If you reject an order, you will be asked to provide a reason for not being able to fulfill the order. Repeated order rejection may result in the temporary suspension or permanent termination of your Vendor Account, at our sole discretion.
• Right to Refuse. You have the right to refuse any order by a Client for any reason. Repeated refusal may impact your visibility and search placement within the Services to Clients.
• Recalled Products. You agree to immediately inform CC if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Clients; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled from Clients.
• No Circumvention. Once an order has been placed through your Shop Page by a Client, you agree that you will fulfill all orders placed by such Client through the Services. You further agree to not influence Clients to transact offline outside of the Services for corporate gifts, or otherwise circumvent CC’s process in order to transact orders with Clients who were introduced to you through the Services offline or outside of the Services for corporate gifting. CC reserves the right to deactivate or terminate your account if you fail to abide by these terms.
• Pause Mode. If you are going on vacation, or are unable to accept new orders for a period of time, you may pause your Vendor Profile for up to 12 weeks at a time by informing us of such need via CC Vendor Management email.

12. Commitment to Quality and Service

Minimum Standards. Vendor and Client satisfaction is of utmost importance to the long-term health and success of the CC community. Accordingly, Vendors are subject to the following minimum standards in connection with the Services:

• To accurately describe available products on your Vendor Page;
• To comply with any governmental guidelines related to product labeling;
• To timely accept or reject an order from us;
• To timely fulfill and ship orders to Clients using a reputable shipping provider;
• To promptly and effectively respond to our inquiries; and
• To promptly resolve missing or damaged orders with a Client.

Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Vendor’s minimum standard requirements, CC will track and measure your performance using a variety of metrics, including collecting reviews and ratings from Clients (future capability). Reviewed individually and as a whole, these metrics help CC determine whether you are meeting CC’s expectations on delivering a great experience for the Clients. Such metrics also include:

• Accuracy of product listings;
• Catalog completeness;
• How often your shipments are later than the expected shipping date;
• How often you provide a valid tracking number;
• How long it takes you to accept or cancel new orders;
• How often your orders are reported as damaged or missing products:
• How often your products are on backorder, returned or canceled;
• How promptly and effectively you respond to Client inquiries; and
• How promptly and effectively you resolve missing or damaged orders with a Client.

Volume Considerations. CC takes volume consideration into account when calculating metrics. For example, if a Vendor has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that metric is technically over CC’s target, it does not necessarily reflect an actual problem with performance given the low volume of orders.

Evaluation. CC typically evaluates a Vendor’s performance using the above metrics on an ongoing basis, and more frequently during high volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged Vendor Account and/or the extent of available data. CC reserves the right to adjust its evaluation criteria as needed.

Accountability. If CC determines that you are not meeting the minimum standards of quality and service, CC may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Vendor Account. CC also reserves the right to put limits on your Vendor Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Clients until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.

Suspended Accounts. If your Vendor Account is suspended for performance issues, you may appeal for re-activation by providing CC with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If CC in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Vendor Account is erroneous, you may contact CC and explain why.

13. Promotion; Email and Marketing Tools

Unless you opt out as set forth below, CC may feature certain Vendors, products and Content (including Logos) at the top of their respective category, on CC’s landing pages, in advertisements, email, social media accounts or in any other channels or media at its discretion. CC may choose to bid on a Vendor’s names and keywords relating to the Vendor’s products in advertising products and may create SEO optimized pages or campaigns for Vendors. CC shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please email us at CC Vendor Management. CC may also offer Vendors email, marketing tools and event opportunities for their business in future. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted). You represent and warrant that you have and will have all requisite permissions and consents from a Client or prospective Client to provide their name and email address to CC through your use of the Services, including any email and marketing tools. You acknowledge and agree that use of any email or marketing tools made available through the Services by you or your affiliates or agents will be in compliance with applicable laws, including without limitation, CAN-SPAM. Use of any email or marketing tools made available through the Services in a manner that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited and CC reserves the right to throttle or limit the number of emails sent to Clients via such future planned tools.

14. CC Messenger (Coming soon)

Clients and Vendors will be able contact each other directly through CC Messenger on the Services. You agree to use CC Messenger only for legitimate business purposes, such as responding to a Client’s question about your products or the status of an order, or to resolve business issues. You agree to not abuse CC Messenger, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to answer a Client’s question or resolve issues, you may contact CC directly.

15. Product Liability Insurance

All Vendors are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on CC in such amount as is reasonable and customary for companies of comparable size and activities. CC reserves the right to request proof of such insurance coverage and other relevant information at any time.

16. Indemnity

You agree to defend, indemnify, and hold CC, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Vendor Terms, or breach of your representations and warranties herein, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

17. Prohibited Uses

CC will have the right to investigate and prosecute violations of these Vendor Terms to the fullest extent permitted by law. CC may involve and cooperate with law enforcement authorities in prosecuting users who violate these Vendor Terms. You acknowledge and agree that CC has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Vendor Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Content that CC, in its sole discretion, considers to be in violation of these Vendor Terms or otherwise harmful to the Services. CC reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if CC suspects illegal activity may be taking place.

18. Termination

If you breach any of these Vendor Terms, CC will have the right to temporarily suspend or permanently terminate your Vendor Account, your eligibility to participate in any programs or promotions offered by CC, and/or terminate these Vendor Terms and/or the General Terms, in its sole discretion and without prior notice to you. CC reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event CC terminates these Vendor Terms or your Vendor Account for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with CC at any time by emailing us at CC Vendor Management or as otherwise indicated in future iterations of the Vendor Account portal. CC will take down your Vendor Page as soon as practicable and will close your Vendor Account once there has been an accounting of all monies due and owing. In the event of any termination of your Vendor Account, all program benefits or other promotional incentives accrued or earned by you or related to your Vendor Account will cease or otherwise be canceled.