Seller Merchant Agreement

1. Eligibility & Registration

1.1 Minimum Requirements

To register as a Seller on WeMall, you must: (a) be a legally registered business entity or an individual of at least 18 years of age; (b) possess full legal authority to enter into this Agreement on behalf of yourself or your organization; (c) have a valid government-issued identification; (d) possess a valid business license where required by local law; and (e) have a bank account in good standing capable of receiving electronic fund transfers.

1.2 Verification & KYC

WeMall reserves the right to conduct Know Your Customer (KYC) due diligence on any Seller at any time, including requesting additional documentation. Failure to provide requested documents within 72 hours may result in immediate account suspension and withholding of all pending funds until verification is complete.

1.3 Accuracy of Information

You represent and warrant that all information provided during registration and throughout your use of the Platform is accurate, truthful, and complete. Providing false or misleading information is grounds for immediate termination and potential legal action.

2. Complete Seller Indemnity & Product Liability

2.1 Absolute Product Liability

THE SELLER AGREES TO DEFEND, INDEMNIFY, RELEASE, AND HOLD HARMLESS WEMALL INC., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUCCESSORS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS, INVESTIGATIONS, REGULATORY PROCEEDINGS, DAMAGES, LOSSES, FINES, PENALTIES, SETTLEMENTS, JUDGMENTS, AND LEGAL COSTS (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO:

• Any product manufactured, sourced, imported, listed, marketed, sold, or distributed by the Seller through the Platform.
• Product defects, including design defects, manufacturing defects, or failure to provide adequate warnings or instructions.
• Personal injury, bodily harm, death, property damage, or financial loss suffered by any third party as a result of any product sold by the Seller.
• Recall notices, regulatory actions, or government investigations triggered by any Seller product.
• Claims of false advertising, mislabeling, or consumer protection violations related to any Seller listing.

2.2 Authenticity & Compliance Warranty

The Seller represents and warrants on a continuing basis that: (a) all products are genuine, authentic, and not counterfeit or gray-market goods; (b) all products comply with applicable local, national, and international safety standards, environmental regulations, and labeling requirements; (c) no product is subject to any existing legal restriction, injunction, or recall that would prevent its lawful sale; and (d) the Seller holds all necessary licenses, certifications, and authorizations to sell each product category offered.

2.3 Insurance Requirement

Sellers with monthly gross merchandise value (GMV) exceeding $10,000 USD are required to maintain a valid commercial general liability insurance policy with a minimum coverage of $1,000,000 per occurrence and $2,000,000 in aggregate, naming WeMall Inc. as an additional insured. Proof of insurance must be provided upon request within 48 hours.

3. Intellectual Property Rights & Infringement

3.1 IP Ownership Warranty

The Seller represents and warrants that it owns or holds valid, subsisting licenses for all intellectual property used in its listings, including but not limited to: product images, photographs, videos, brand names, trademarks, trade dress, product descriptions, and marketing materials.

3.2 IP Infringement Response

Upon receipt of a valid copyright or trademark infringement complaint (including DMCA takedown notices, trademark cease-and-desist letters, or regulatory notices), WeMall reserves the absolute right to, without prior notice or liability to the Seller:

• Immediately remove or deactivate the infringing product listing.
• Freeze the Seller's entire wallet balance and all pending payment disbursements.
• Suspend or permanently close the Seller's account.
• Disclose the Seller's identity and information to the complaining intellectual property holder or law enforcement agencies as required by law.

3.3 IP Defense & Cost Recovery

The Seller shall bear all legal costs, settlement amounts, damages, fines, and expenses (including WeMall's reasonable attorneys' fees) incurred by WeMall in connection with any intellectual property infringement claim, DMCA proceeding, or regulatory action arising from the Seller's listings. Such amounts may be deducted directly from the Seller's wallet balance or pending payouts.

3.4 License Grant to WeMall

By uploading product content to the Platform, the Seller grants WeMall a worldwide, royalty-free, sublicensable, and irrevocable license to use, reproduce, display, distribute, and adapt such content for the purposes of operating, promoting, and marketing the Platform and the Seller's products thereon.

4. Fees, Payment Escrow & Clawback Rights

4.1 Commission & Platform Fees

WeMall charges a commission on each completed sale, as published in the WeMall Seller Fee Schedule (subject to change with 30 days' notice). Additionally, the Seller may be subject to: listing fees, promotional fees, fulfillment fees, and dispute processing fees. All fees are automatically deducted from the Seller's gross sales proceeds.

4.2 Escrow Hold Period

4.3 Clawback & Deduction Rights

WeMall has the unilateral and irrevocable right to deduct, set-off, or withhold from the Seller's current wallet balance, pending payouts, or future sales the following amounts:

• Any refund issued to a Buyer for a Seller's order.
• The full amount of any bank chargeback initiated by a Buyer, plus a $25 chargeback administrative fee.
• Amounts related to suspected or confirmed fraudulent transactions.
• Legal costs, fines, or regulatory penalties attributed to the Seller's conduct.
• Outstanding platform fees, commissions, or advance credits.
• Compensation for any verified customer damages resulting from the Seller's products.

4.4 Payout Schedule

Subject to the escrow hold period and deduction rights above, cleared funds are disbursed to the Seller's registered bank account on a weekly basis (every Monday for cleared sales from the prior week). WeMall reserves the right to change the payout schedule with 14 days' notice. Payouts below the minimum threshold of $20 will be rolled over to the next cycle.

4.5 Currency & Taxes

All amounts are settled in the local operating currency. Sellers are solely responsible for all applicable income taxes, VAT, sales taxes, and other tax obligations on proceeds received. WeMall may be required to report Seller income to tax authorities in accordance with applicable law.

5. Unilateral Account Termination & Suspension

5.1 WeMall's Right to Terminate

WeMall reserves the absolute right to suspend, restrict, or permanently terminate any Seller account at any time, for any reason or no reason, with or without prior notice, and without any financial penalty, compensation, or liability to the Seller. This includes, but is not limited to, situations where WeMall determines in its sole discretion that: (a) the Seller has violated this Agreement or any WeMall policy; (b) the Seller's account poses a risk to the Platform, other users, or WeMall's reputation; (c) WeMall is required to do so by law or regulation; or (d) WeMall is discontinuing the relevant service.

5.2 Effect of Termination

Upon termination of a Seller account: (a) all active listings will be immediately deactivated; (b) the Seller's access to the Seller dashboard will be revoked; (c) all pending funds will be held for a minimum of 90 days to cover potential chargebacks, refunds, or disputes before any eligible remaining balance is disbursed. WeMall reserves the right to permanently forfeit any wallet balance in cases of confirmed fraud or material breach.

5.3 Seller's Right to Terminate

A Seller may close their account at any time by providing 30 days' written notice to merchant-support@wemall.com. During this 30-day notice period, the Seller must continue to fulfill all pending orders. Failure to do so will result in order cancellation fees and damage to Seller performance metrics. Closure does not release the Seller from obligations arising from prior transactions.

6. Product Listing Standards

All product listings must adhere to WeMall's Content Policy and Product Standards Guidelines. In particular:

• Product descriptions must be accurate, non-misleading, and in the specified language of the marketplace region.
• All primary product images must be on a white background unless otherwise specified in category guidelines.
• Pricing must include all applicable taxes and fees visible to the Buyer.
• Stock levels must be accurately maintained. Consistent overselling or cancellation of confirmed orders will result in performance penalties.
• Products must ship within the Seller's stated processing time. Failure to ship within 2 business days of the committed time is subject to automatic cancellation and penalties.
• Products must be packaged securely to prevent damage during transit as defined in WeMall's Packaging Standards.

7. Prohibited Items & Seller Conduct

The following items and behaviors are strictly prohibited and will result in immediate account termination and potential legal referral:

• Counterfeit, replica, or trademark-infringing goods.
• Firearms, ammunition, explosives, weapons, or controlled substances.
• Items subject to international sanctions or trade embargoes.
• Hazardous materials not properly classified and labeled per applicable regulations.
• Stolen goods or goods obtained through fraudulent means.
• Adult content, gambling materials, or illegal services.
• Manipulating reviews or ratings through incentivized feedback schemes.
• Direct solicitation of customers to transact outside the Platform ("off-platform transactions").
• Price gouging during declared public health emergencies or natural disasters.

8. Ratings, Reviews & Performance Metrics

WeMall tracks Seller performance through key metrics including: Defect Rate, On-Time Shipment Rate, Buyer Satisfaction Score, and Response Time. Sellers falling below performance thresholds will receive performance warnings and may be subject to: listing visibility reduction, increased escrow hold periods, mandatory performance improvement plans, or account suspension. WeMall's determination of performance ratings is final and not subject to appeal except through the formal merchant dispute process.

9. Confidentiality

Each party agrees to keep confidential any non-public information obtained from the other party in connection with this Agreement ("Confidential Information"). The Seller shall not disclose WeMall's commission rates, internal policies, algorithms, or business strategies to any third party. Conversely, WeMall shall protect Seller business data in accordance with its Privacy Policy. This obligation survives termination of the Agreement for a period of 3 years.

10. Merchant Dispute Resolution & Arbitration

Prior to initiating arbitration, the parties agree to engage in good-faith direct negotiations for a minimum of 30 days. The Seller must submit a written dispute notice to merchant-legal@wemall.com detailing the nature of the dispute, the relief sought, and supporting documentation.

11. Limitation of WeMall's Liability to Sellers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WEMALL'S AGGREGATE LIABILITY TO A SELLER FOR ANY CLAIM ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSION FEES PAID BY SUCH SELLER TO WEMALL IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM. WEMALL SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES SUFFERED BY ANY SELLER.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without reference to conflict of laws principles. WeMall reserves the right to amend this Agreement at any time upon 30 days' written notice posted to the Seller dashboard. Continued use of the Platform after such notice constitutes acceptance of the amended terms.

Merchant support: merchant-support@wemall.com | Legal notices: merchant-legal@wemall.com