CRUNCHY MAMA BOX – SELLER AGREEMENT

The following contract spells out the retail collaboration between SELLER and WSLG LLC dba Crunchy Mama Box (hereafter referred to as “CMB”). Both parties will work to adhere to the terms spelled out in the Agreement.

A. Summary of Terms
Term: 1 year

One Time Initiation Fee: Waived

Seller Monthly Maintenance/Membership Fee: $69 (not applicable to Business Hub members)

Business Hub (B2B) Annual Fee: $1200 (only applicable to Business Hub members)

CMB Commission: 20% of sales revenue

Transaction Fees: 5%

B. Selling Products on the CMB Marketplace
1. All products listed on the CMB website (“Marketplace”) must be approved by CMB. Prior to sending any product samples for CMB approval, SELLER must first visit the CMB Values and Standards page, available at https://crunchymamabox.com/pages/values-and-standards-1, to ensure that all ingredients and materials used align with CMB’s values. Second, SELLER must fill out the application form on CMB’s website, available at https://crunchymamabox.com/pages/application. CMB Values and Standards are subject to change at any time. CMB reserves the right to discontinue any products from its Marketplace that fail to comply with such Values and Standards. Additionally, SELLER represents and warrants that it has reviewed and understands Shopify’s terms and conditions, available at https://www.shopify.com/legal/aup, and that its products will not violate Shopify’s terms.

2. CMB will sell products and/or services on behalf of the SELLER on the Marketplace. CMB will not take items on consignment from the SELLER or handle shipping or returns on behalf of SELLER.

3. SELLER agrees to reserve a minimum quantity of 10 units per separate product, unless stipulated that the item is one-of-a-kind. Any reserve quantity below this threshold for products to be listed on the CMB Marketplace must be agreed upon by CMB and SELLER.

4. SELLER shall be responsible for providing CMB with up-to-date inventory levels. SELLER assumes responsibility of keeping CMB’s Marketplace abreast of inventory changes, price changes, and markdowns through its SELLER dashboard on the CMB Marketplace.

5. If SELLER is unable to fulfill an order for a listed product for any reason, SELLER shall promptly notify CMB, who will cancel the order and refund the affected customer. SELLER shall pay any fees or other expenses incurred by either CMB or the affected customer due to the cancellation of the order by SELLER. SELLER may not cancel or reject an order and subsequently solicit the affected customer for purchase of the cancelled products directly from SELLER. In addition, SELLER must pay CMB a fixed penalty of $50 per fulfillment violation. If SELLER commits more than one fulfillment violation during any consecutive 12-month period, SELLER shall be terminated from the CMB Marketplace.

6. SELLER will provide CMB with a detailed description of each product. All product pages on the CMB Marketplace must contain product descriptions, sizes, flavors, colors, a full disclosure of ingredients, certifications, nutrition tables, and any other relevant information. CMB may, in its discretion, use all, part, or none of the description on its social media platforms.

7. CMB reserves the right to feature or promote products provided by the SELLER on the CMB Marketplace at its sole discretion.

8. CMB reserves the right to remove a seller or product at its sole discretion without written notice.

C. Pricing & Discounts
1. CMB agrees to list SELLER’s products at SELLER’s suggested retail prices.

2. SELLER agrees to notify CMB prior to merchandise being discounted on SELLER’s website, other third-party websites, and/or in its store and maintain the same prices across all online platforms.

D. Shipping and Packaging
1. Order Processing Time Guidelines
a. SELLER is expected to ship the purchased products directly to the customer within two business days of receipt of the purchase order from CMB’s Marketplace. If the SELLER needs additional time to ship an order, then SELLER must alert both CMB and the affected customer, provided that no such extension shall exceed one additional business day.

b. Should SELLER not work on the weekend, any orders placed after 5:00 pm EST on a Friday must be processed and shipped the following Monday morning.

2. Shipping and Packaging Guidelines
a. Upon a customer placing an order, an automatic purchase order will be generated by CMB’s Marketplace and transmitted to SELLER by email. The order will also appear on SELLER’s dashboard. SELLER is responsible for regularly checking the dashboard for orders and updating the dashboard with fulfillment information.

b. SELLER can choose any shipping carrier within the United States and Internationally (UPS, USPS, FEDEX, DHL, etc.) as long as a tracking number is provided to the customer and such shipping complies with CMB’s Shipping Policy. SELLER can choose which countries it will ship to, as well as its shipping fees and terms.

c. SELLER is solely responsible for shipments during transit. If packages are lost or stolen during transit, SELLER must deal directly with the affected customer to refund or replace orders.

d. SELLER is responsible for all handling, packaging costs and shipping costs for orders placed on the CMB Marketplace. If CMB incurs shipping, packaging, or handling costs on SELLER’s behalf, then the amount of such costs will be deducted from SELLER’s payment.

e. SELLER agrees to use any shipping materials provided by CMB, if applicable. If no materials are provided by CMB, then SELLER may use any shipping materials as it sees fit.

f. CMB reserves the right to include promotional material in each package shipped. If CMB elects to include promotional material in each package, CMB will ship promotional material to the SELLER for inclusion in the package or directly to the customer.

g. SELLER agrees not to include promotional material from other brands (other than their own or CMB) on orders generated from the CMB Marketplace in or on packages without express written consent from CMB. SELLER may include its own promotional material, provided that SELLER is not allowed to offer a higher discount than what is advertised on the CMB Marketplace as an incentive for customers to order directly from SELLER on their next purchase. Violation of this provision will result in a $50 penalty and SELLER will be discontinued from the CMB Marketplace.

3. If SELLER fails to follow CMB’s Order Processing Time or Shipping and Packaging Guidelines, then SELLER must pay CMB a fixed penalty of $50 per violation. If SELLER commits more than one violation of this Section during any consecutive 12-month period, SELLER shall be terminated from the CMB Marketplace.

E. Payment
1. CMB will automatically submit payment to SELLER for all final sales completed through the CMB Marketplace upon order fulfillment. Payments will be made through PayPal to the SELLER, unless other arrangements are made.

2. In the event that a duplicate payment is inadvertently made, SELLER shall immediately report such payment to CMB and remit the amount of such duplicate payment to CMB.

3. A sale is considered final after the order has shipped, the tracking number is entered on the CMB Dashboard and payment has been received. For service providers, the date of consult book should be substituted for the tracking number.

4. Payments to SELLER are calculated as follows: the value of sales revenue less CMB commission of 20%, less any sales tax, shipping cost, or transaction fees paid by CMB.

5. CMB reserves the right to offset any amount owed by SELLER to CMB, whether under this Agreement or otherwise, against such payments.

F. Mutual Social Media and Email Commitments
1. When a SELLER is added to the CMB Marketplace, CMB agrees to announce the arrival of SELLER by:
a. Posting a minimum of one post on Social Media (Facebook, Instagram, X, TikTok, etc.) and tagging SELLER; and

b. Posting a minimum of one story on Social Media and tagging SELLER.

2. When SELLER’s product(s) is uploaded to the CMB Marketplace, SELLER agrees to announce the arrival of SELLER’s product by:
a. Posting a minimum of one post on Social Media and tagging CMB, which could be sharing CMB’s posts promoting SELLER’s product(s). In making this post, SELLER may use CMB’s logo and must mention CMB’s website;

b. Posting a minimum of one story on Social Media and tagging CMB, which could be sharing CMB’s posts promoting SELLER’s product(s); and

c. Sending out an email to their contact list announcing SELLERS’S launch with CMB.

3. SELLER and CMB may contract separately for additional advertising opportunities.

G. Returns
1. SELLER’s shipping and return policy must be displayed on its CMB Marketplace storefront. Such policy should allow purchased products to be returned to SELLER for a full refund within 30 days of customer’s receipt of the purchased products. This Section does not apply to services offered by SELLER.

2. Returns must be received and processed by SELLER and not by CMB. Any shipping fees, product replacements, refunds or other expenses incurred in connection with a return are SELLER’s responsibility. SELLER agrees not to charge CMB any fees associated with processing returns or exchanges. If CMB incurs any costs from returns, any amount charged to CMB will be deducted from CMB’s next payment to SELLER.

3. SELLER must notify CMB when a return package reaches SELLER. SELLER then has 2 business days to inform CMB if there are any problems with the return.

4. CMB reserves the right to remove SELLER from its Marketplace if issues and complaints regarding SELLER’s product(s) or shipping practices reported by customers are not resolved in a timely manner by SELLER.

H. Changes & Delays in Processing Orders
1. SELLER agrees to immediately notify CMB of and remove from its SELLER Storefront any discontinued or out of stock merchandise. SELLER agrees to immediately notify CMB and update its SELLER Storefront with any changes in lead times or vacations, absences, or other matters that would cause a delay in, or cancellation of, orders.

I. SELLER Images
1. SELLER agrees to provide images to CMB (sized according to CMB’s SELLER Guide), including but not limited to: product images; high resolution logo with transparent background; and videos (optional). SELLER is responsible for ensuring that any necessary photographer or model credit is reflected appropriately.

2. CMB reserves the right to respectfully alter the images to align with CMB’s brand aesthetic, including but not limited to cropping, adding copy, and photographing and filming SELLER’s product for commercial purposes.

3. SELLER agrees to forego the collection of any royalties associated with the use of images provided to CMB.

4. CMB has the right to mention SELLER and use SELLER’s logo and images on videos, social media posts, website, and emails to clients.
J. Use of CMB Seals

1. So long as SELLER remains an active member of the CMB platform, SELLER may use CMB’s seals, attached as Exhibit A, in connection with selling or advertising the product(s) it offers through the CMB Marketplace.

K. Insurance
1. SELLER is responsible for maintaining its own business and general liability insurance. SELLER must provide CMB with copies of such policies upon request.

L. Customer Data
1. SELLER shall receive the address, phone, and email address of customers ordering SELLER’s product(s) through CMB’s Marketplace. SELLER shall use appropriate administrative, physical, and technical safeguards necessary to protect such information from disclosure.

2. SELLER shall not be entitled to receive a list of CMB’s customers or a copy of CMB’s contact list.

M. Use and Disclosure of Confidential Information
1. Each party agrees not to make use of the confidential information of the other party other than as required for the performance of this Agreement and to disclose such confidential information only to employees and other representatives who require such information for the purposes of the transactions anticipated by this Agreement and who have entered into agreements containing provisions at least as protective as those in this Agreement with respect to such information. Each party will take commercially reasonable actions designed to protect the confidential information of the other party from unauthorized use or disclosure, and at a minimum, will take precautions at least as great as those taken to protect its own confidential information of a similar nature. The receiving party may disclose confidential information of the disclosing party to the extent necessary to comply with applicable law. Upon request of the other party, or in any event upon any termination or expiration of this Agreement, each party will return to the other or destroy all materials, in any medium, which contain, embody, reflect or reference all or any part of any confidential information of the other party. Each party will be entitled to seek preliminary and/or permanent injunctive relief from any violation or threatened violation of this Section.

2. The parties acknowledge that terms of this Agreement are to be considered confidential between them and shall not be disclosed to third-parties without prior written consent of the prospective disclosing party, with the exception of legal, tax, and accounting advisors.

N. Term and Termination
1. This Agreement shall commence on the date hereof and shall last for one year. Unless terminated earlier in accordance with this Agreement, this Agreement will automatically renew for additional one year terms (such total period, the “Term”), unless either party delivers written notice to the other not less than thirty (30) days prior to the completion of the then-current term.

2. This Agreement shall be reviewed annually by CMB, at which times CMB reserves the right to amend the terms and conditions contained herein.

3. Either party may terminate this Agreement, with or without cause, upon thirty (30) days’ prior written notice to the other party.

4. CMB may terminate this Agreement immediately upon SELLER’s material breach of any term of this Agreement, which breach goes uncured for thirty (30) or more days following CMB’s providing written notice of such breach to SELLER. If, in CMB’s sole discretion, any such breach cannot be cured, CMB may terminate this Agreement immediately upon notice.
O. Limited Liability and Indemnification

1. SELLER represents and warrants that SELLER’s products and materials provided by SELLER for use on the Marketplace will not (i) violate or misappropriate any intellectual property or the right of any third party, (ii) violate any standards or policies of CMB, or (iii) violate any rules or policies of Shopify. SELLER agrees to indemnify, defend, and hold CMB harmless for any and all claims, damages, liabilities, losses, attorneys’ fees and expenses arising out or related to any breach of the foregoing.

2. SELLER agrees to indemnify, defend, and hold CMB harmless for (i) any and all claims, damages, liabilities, losses, attorneys’ fees and expenses arising out of or related to SELLER’s products listed and/or sold through CMB’s Marketplace and (ii) any breach of any representation, warranty, or term of this Agreement.

3. In no event shall CMB and any of its subsidiaries, members, directors, officers or employees be liable for damages whatsoever, whether direct, indirect, general, compensatory, special, consequential and/or incidental arising out of or relating to the conduct of SELLER, its representatives, agents, or designees in connection with the use of the Marketplace, CMB’s services, or this Agreement, including without limitation, bodily injury, lost profits, emotional distress, or any consequential or incidental damages.

P. Sustainability Threshold Criteria
1. CMB is committed to supporting workers’ rights and protecting the environment. As a requirement of doing business with CMB, SELLER must, at the very least, be committed to complying with the following conditions listed below.

2. Ethical Labor
a. Compliance with the Law: SELLER must be in full compliance with all of the laws, rules and regulations applicable to the manufacturing of products, including all facilities and worker accommodations in the host countries in which the materials are sourced and the products made, as well as all applicable laws, rules, and regulations of the United States.

b. No Child Labor: All workers involved in the production of merchandise for SELLER must be at least 14 years of age.

c. No Forced or Compulsory Labor: All workers employed by SELLER must be voluntarily employed.
d. Nondiscrimination: The hiring of all employees must be based solely on the prospective worker’s ability to perform the required tasks of the job and may not be based in any way on gender, race, religion, age, sexual orientation, disability, nationality, political affiliation or membership with a union.

e. Minimum Wages, Hours and Benefits: SELLER must comply with all national laws regarding minimum wage, overtime, hours and benefits.

f. Employee Health and Safety: SELLER guarantees that workers are provided safe and healthy working conditions in accordance with local laws.

3. Environmental Preservation
a. Environmental Protection: SELLER must comply with the host country’s environmental rules and regulations. SELLER must also maintain procedures for notifying local authorities in the event of an environmental accident resulting from their operations.

b. Pollution: SELLER must not create egregious pollution in the manufacturing of their products, such as the use of harmful dyes or dumping of chemicals materials or sewage into rivers and landfills.

c. Waste: SELLER must not engage in wasteful production habits. Products must be made without creating an excessive amount of overstock merchandise. SELLER must also be mindful of the amount of material used in the production process and work to maximize the value of its fabrics.

d. CMB’s Ingredient Standards – SELLER will keep up to date on the ingredients and sustainable packaging standards listed on CMB’s website and will not sell any products containing ingredients or packaging which fail to comply with such standards on CMB’s Marketplace.

e. No Animal Testing – CMB’s marketplace is a cruelty-free space. Products that have been tested on animals or that animals were harmed to produce will not be allowed.

4. CMB reserves the right to test SELLER’s products and audit SELLER’s manufacturing process and procedures, at CMB’s sole discretion.

Q. Miscellaneous Provisions

1. SELLER agrees to comply with all standards and policies of CMB, a list of which is attached hereto as Exhibit B. CMB reserves the right to add, remove, or amend such standards or policies at any time and without notice to SELLER.

2. Notwithstanding any provision hereof, for all purposes of this agreement each shall be and act as independent contractors and not as partners, joint venture, employer, employee or agent of the other.

3. This Agreement will be binding upon and will inure to the benefit of the parties to this Agreement and their respective successors and assigns. SELLER may not assign this Agreement or any of its rights or obligations hereunder, without the prior written consent of CMB. Any purported assignment in violation of this provision will be null and void. CMB may assign this Agreement at any time without notice to or permission from SELLER.

4. This Agreement constitutes the entire agreement of the parties and will supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by each of the parties. No term or provision of this Agreement will be deemed waived and no breach consented to unless such waiver or consent will be in writing and signed by each of the parties.

5. This Agreement shall be governed and interpreted in accordance with the laws of the State of Tennessee without regard to principles of conflict of laws. The parties agree to submit to the exclusive jurisdiction over all disputes hereunder in the federal and state courts in the State of Tennessee located in Knox County. The United Nations Convention for Contracts for the International Sale of Goods does not apply to this Agreement.

6. This Agreement may be signed in two or more identical counterparts each of which will be deemed to be an original and all of which together will constitute one and the same instrument.

By clicking “accept,” SELLER agrees to uphold the above practices. Should information come to light that the SELLER has failed to operate in accordance with these conditions, WSLG LLC reserves the right to terminate all business with the SELLER.

EXHIBIT A

CMB Tested and Approved Seal

EXHIBIT B

Policies

Shipping Policy:

https://crunchymamabox.com/pages/shipping-policy

Refund Policy:

https://crunchymamabox.com/pages/refunds-policy

Privacy Policy:

https://crunchymamabox.com/pages/privacy-policy


Terms of Service:

https://crunchymamabox.com/pages/terms-of-service