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ALMMA.AI MARKETPLACE SELLER AGREEMENT

Effective Date: 10/30/2023

This Marketplace Seller Agreement (“Agreement”) is entered into by and between Almma, Inc. (“Almma.AI,” “we,” “our”), a Delaware corporation, and the individual or entity registering as a seller on the Almma.AI Marketplace (“Seller,” “you”).

By applying to become a Seller, offering products or services for sale, or otherwise participating in the Almma.AI Marketplace (“Marketplace”), you agree to be bound by this Agreement, all its annexes, our Privacy Policy, and Terms of Service (for general site usage), each as updated from time to time.

1. Enrollment & Eligibility

1.1 Application & Approval
You must complete the Seller registration process, including providing all required information and completing onboarding through Stripe Connect. Your application is subject to review, and Almma.AI reserves the right, in its sole discretion, to approve or reject any application or product submission for any reason or no reason at all.

1.2 Ongoing Eligibility
You must maintain an active Stripe Connect account in good standing, comply with all applicable laws and this Agreement, and promptly update your account information.

2. Product Standards & Marketplace Governance

2.1 Approval Rights
Almma.AI retains sole discretion to determine whether any product, service, or content may be listed in the Marketplace and may remove or disable any listing at any time without notice.

2.2 Prohibited Content
You may not list, market, or sell any product, service, or content that:

  • Promotes or depicts violence, self-harm, or the use of weapons
  • Promotes alcohol, tobacco, vaping, recreational drugs, gambling, or other “vice” industries
  • Contains sexually explicit or pornographic material
  • Contains hate speech or promotes discrimination
  • Infringes any intellectual property rights
  • Violates any applicable law, regulation, or third-party terms (including Stripe’s)
  • Is otherwise deemed inappropriate in Almma.AI’s discretion

2.3 Compliance with Laws and Policies
You represent and warrant that all listings and sales comply with all applicable local, state, federal, and international laws and regulations, and do not violate any third-party rights.

3. Fees, Commissions, and Payment Processing

3.1 Commission
Almma.AI will retain a commission percentage of each sale at a rate specified in your Seller Dashboard or as otherwise communicated to you in writing. Additional fees may apply for optional promotional or value-added services.

3.2 Payment Processing via Stripe Connect
All payments to Sellers will be processed exclusively through Stripe Connect, which requires you to accept and comply with Stripe’s Connected Account Agreement. Failure to maintain a valid Stripe Connect account will result in suspension or termination of your Seller account.

3.3 Payouts
Funds from completed transactions (net of commissions, fees, refunds, and chargebacks) will be disbursed to your Stripe Connect account on the schedule available in your Seller Dashboard.

3.4 Set-off Rights
We may withhold and/or offset payouts to you in the event of pending disputes, suspected fraud, account terminations, chargebacks, refunds, or unresolved amounts owed to Almma.AI.

4. Refunds, Chargebacks, and Customer Service

4.1 Mandatory 24-Hour Refund Policy
You agree to provide a full refund to the buyer for any cancellation made within 24 hours of purchase. Refunds will be processed through Stripe Connect.

4.2 Chargebacks
You are responsible for all chargebacks related to your sales, and such amounts (including related Stripe or bank fees) will be deducted from your payouts. If payouts are insufficient to cover these amounts, you agree to remit the balance within 10 days of invoice.

4.3 Customer Service Obligations
You must respond promptly and professionally to customer inquiries and complaints. Failure to do so may result in removal from the Marketplace.

5. Intellectual Property & License to Almma.AI

5.1 Ownership of Your IP
You retain ownership of your products and related intellectual property rights.

5.2 License to Almma.AI
By submitting a product for sale, you grant Almma.AI a non-exclusive, worldwide, royalty-free license to use, reproduce, publicly display, perform, and distribute your listing for purposes of operating, marketing, and promoting the Marketplace.

5.3 IP Warranties
You represent and warrant that you own or have valid rights to all content you submit, and that it does not infringe any third-party rights.

6. Taxes

You are solely responsible for determining, collecting, reporting, and remitting any taxes, duties, or fees applicable to your sales, except where Almma.AI chooses or is required by law to remit such amounts on your behalf.

7. Termination & Suspension

7.1 By Almma.AI
We may suspend or terminate your Seller account without notice for violations of this Agreement, our policies, or applicable law, or in our sole discretion, for any reason.

7.2 Effect of Termination
Upon termination, your listings will be removed, and pending payouts (if any) will be processed after deduction of applicable fees, refunds, or offsets.

8. Indemnification

You agree to indemnify, defend, and hold harmless Almma.AI, our affiliates, officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with your products, sales, conduct, or breach of this Agreement.

9. Limitation of Liability

To the maximum extent permitted by law, Almma.AI is not liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill, arising from or related to this Agreement or your participation in the Marketplace.

10. Dispute Resolution; Governing Law

This Agreement incorporates the Arbitration and Class Action Waiver provisions of the Almma.AI general Terms of Service. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of law principles.

11. Modifications to This Agreement

We may modify this Agreement at any time by posting an updated version on our website and/or notifying you via email. Continued participation in the Marketplace constitutes acceptance of the updated terms.

12. Entire Agreement

This Agreement, together with the Almma.AI Terms of Service, Privacy Policy, and any other applicable policies incorporated herein, constitutes the entire agreement between you and Almma.AI regarding your Marketplace participation.

By clicking “I Agree” or listing a product in the Almma.AI Marketplace, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

ALMMA, INC.

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Email: info@almma.ai
Phone: +1 (571) 308-8764

ANNEX A – PROHIBITED CONTENT & CONDUCT POLICY

1. Purpose & Scope

This Annex sets out content and conduct that are strictly prohibited in the Almma.AI Marketplace (“Marketplace”) to protect the safety of users, comply with applicable laws, preserve payment processing privileges, and maintain the integrity and reputation of Almma.AI.

These restrictions apply to all Sellers, their employees, contractors, agents, and any content, services, or products listed in the Marketplace, including but not limited to:

  • Product listings
  • Product descriptions, marketing materials, metadata, images, videos
  • Seller profiles, store pages, and communications with customers

Violation of this Policy may result in immediate removal of content, withholding of funds, account suspension, or termination at the sole discretion of Almma.AI, without notice.

2. Prohibited Content Categories

You may not offer, promote, or distribute in the Marketplace any content or product that:

2.1 Violence & Harm

  • Depicts, promotes, or glorifies graphic violence, bloodshed, or gore
  • Encourages or facilitates harm to self or harm to others
  • Involves weapons sales, manufacturing instructions, or illegal explosives
  • Incites aggression, harassment, bullying, or intimidation

2.2 Vice Industries (Strict Ban)

Includes, but is not limited to:

  • Gambling (online casinos, betting, lotteries, fantasy sports with cash payouts)
  • Alcohol (sales or promotion)
  • Tobacco and vaping products
  • Controlled substances (illegal drugs, cannabis, synthetic drugs, drug paraphernalia)
  • Pyramid schemes or multilevel marketing promoting prohibited products

2.3 Sexual Content

  • Pornographic or sexually explicit material
  • Sexually suggestive depictions of minors or minors in sexualized contexts
  • Sex work, escort services

2.4 Hate Speech & Discrimination

You may not publish or promote material that:

  • Incites hatred or violence against any group or individual based on race, ethnicity, religion, national origin, sexual orientation, gender identity, disability, or any other protected characteristic.
  • Promotes organizations known for engaging in hate or terrorist activities.

2.5 Illegal or Unlicensed Products/Services

  • Any product or service whose sale, possession, or use is prohibited under applicable law in any jurisdiction in which you operate or to which you offer sales.
  • Services that require governmental licensing or permits, but for which you have failed to obtain and maintain all such authorizations.
  • Counterfeit goods or intellectual property-infringing items.

2.6 Intellectual Property Violations

  • Content that infringes, misappropriates, or otherwise violates any copyright, trademark, patent, trade secret, right of publicity, or other intellectual property rights of any third party.
  • Content designed to circumvent digital rights management (DRM) protections or facilitate piracy of software, music, videos, or other protected works.

2.7 Misleading, Fraudulent, or Harmful Content

  • False or misleading claims about a product’s origin, function, performance, or legality.
  • “Impersonation” of another brand, business, or person.
  • Malware, viruses, spyware, or any other harmful code.
  • Phishing schemes or identity theft content.

2.8 Invasive or Unauthorized Data Collection

  • Products that collect, use, or share personal information without clear, informed user consent.
  • Unauthorized scraping of user data.
  • Violation of any applicable data protection laws (including GDPR, CCPA, PIPEDA).

2.9 Offensive or Inappropriate Material

  • Content that is excessive in profanity, obscene gestures, or degrading language.
  • Material judged by Almma.AI, in its sole discretion, to be inconsistent with a safe and professional marketplace environment.

2.10 Prohibited Resale of Marketplace Access

  • You may not resell Almma.AI Marketplace accounts or access credentials.
  • You may not operate multiple seller accounts without express written permission from Almma.AI.

3. Prohibited Conduct

You agree not to, directly or indirectly:

3.1 Interfere with Marketplace Functionality

  • Attempt to gain unauthorized access to servers, systems, or private data.
  • Use bots, scrapers, or other automated tools to affect search rankings, reviews, or traffic.

3.2 Manipulate Feedback or Ratings

  • Post fake reviews or pay for reviews.
  • Coordinate with other sellers to manipulate product rankings.

3.3 Circumvent Fees or Payment Processing

  • Offer buyers off-platform transactions to avoid Almma.AI’s fees or commissions.
  • Direct buyers to unapproved payment methods or accounts.

3.4 Abuse Returns or Refunds

  • Intentionally delay fulfilling orders to encourage cancellations.
  • Provide materially different products than advertised to force refund disputes.

3.5 Engage in Unlawful or Harmful Marketing

  • Send unsolicited promotional messages (“spam”) to Almma.AI customers.
  • Use Almma.AI customer data for any purpose outside the Marketplace transaction without written consent.

4. Enforcement Actions

At its sole discretion, Almma.AI may take any or all of the following enforcement actions for violations of this Annex:

  • Immediate removal of non-compliant products or listings.
  • Suspension or termination of the Seller account.
  • Payouts are being withheld pending resolution of an investigation.
  • Forfeiture of outstanding balances to offset damages or fees incurred by Almma.AI.
  • Referral of suspected illegal activity to law enforcement.

5. Modifications & Binding Effect

This Annex may be updated at any time by Almma.AI to address emerging legal requirements, platform risks, or policy priorities. The most current version will be posted on the Almma.AI website, and continued Marketplace participation constitutes acceptance.

By participating in the Almma.AI Marketplace, you acknowledge that you have read, understood, and agree to abide by this Prohibited Content & Conduct Policy.