This ShopWithMe Vendor Agreement (this “Agreement”) governs the relationship between Circular Route Inc., a Delaware corporation doing business as ShopWithMe (“Company,” “we,” “our,” or “us”), and the approved individual or business entity that offers goods for sale through livestreams and other content on third‑party social‑media platforms while using the ShopWithMe platform to create listings, process payments, and fulfill customer orders (“Vendor,” “you,” or “your”).

The Agreement becomes effective on the date you electronically accept or sign it (the “Effective Date”).

1.    DEFINITIONS

2.    ONBOARDING & ACCOUNT APPROVAL

2.1 Vendor Application & Review. Before selling, you must (a) submit a complete Vendor Application on our website, (b) provide accurate personal and/or business information, and (c) accept and sign this Vendor Agreement. Please note that we may approve or deny applications in our sole discretion.

2.2 Payment Processor Registration. As part of onboarding, you must create and maintain an active account with our designated payment processing partner (currently Stripe). You must connect this account to your ShopWithMe Vendor profile to securely receive customer payments. We will provide guidance for registration and connection. We may add more payment processors at our discretion to offer additional payment options for Vendors and their Customers

2.3 Shipping‑Software Registration. As part of onboarding, you must also create and maintain an active account with our designated shipping‑software provider so that shipping labels and tracking events sync automatically.

2.3 Ongoing Accuracy. You must update all registration data on ShopWithMe (legal name, address, phone, email, etc.) within 10 days of any change.

3. NATURE OF RELATIONSHIP

3.1 Independent Seller. Vendor is an independent, self‑directed seller using the Platform. Nothing herein creates an agency, franchise, partnership, joint venture, employer‑employee, or independent‑contractor-for‑hire relationship between Vendor and the Company. Vendor controls when, where, and how to source items, host livestreams, and fulfill orders, subject only to Platform rules.

3.2 No Authority to Bind. Vendor lacks authority to bind, speak for, or incur obligations on behalf of the Company.

4. USE OF THE PLATFORM

4.1 Permitted Purpose. Vendor may use the Platform solely to (i) list items shown in real time during Vendor’s Livestreams, (ii) collect payment for claimed items, and (iii) generate or receive shipping labels and upload tracking.

4.2 Listing Standards. Each listing must include an accurate description, price (including any Finder’s Fee and local taxes), item dimensions, and other product details. Misrepresentation or “bait‑and‑switch” is prohibited.

4.3 Exclusivity NOT Required. Vendor remains free to sell items elsewhere, provided that sales derived from items listed on the Platform are completed through the Platform and not “taken offline.”

5. FEES & PAYMENTS

5.1 Customer Charges. At checkout, Customers pay:

(a) the item price, including any applicable local taxes charged by the store where the item was sourced;
(b) the Finder’s Fee as set by the Vendor;
(c) applicable sales tax calculated and charged by the Platform based on the Customer’s shipping address;
(d) the shipping fee based on total item weight, dimensions, origin, and destination; and
(e) the Platform Fee, which covers platform services, payment processing, and other transaction costs.

5.2 Platform Fee. We charge the Customer a Platform Fee calculated on the item price only. This fee is currently set at 10%, but we reserve the right to change it at our sole discretion. Finder’s Fee, sales tax, and shipping are excluded from this calculation.

5.3 Payouts. Net proceeds (item price + local taxes + Finder’s Fee collected on Vendor’s behalf less any adjustments, chargebacks, refunds) are disbursed to Vendor via our third‑party payment processor (currently Stripe). Payouts are subject to the terms and conditions of the payment processor, which the Vendor accepts upon registration. We are not responsible for processor delays or any restrictions imposed by the processor.

5.4 Taxes. We calculate and collect sales tax where required. You are responsible for all income, self‑employment, and other taxes resulting from your earnings.

6. SHIPPING & FULFILLMENT

6.1 Shipment Timeframe and Service Level. Vendor must specify a standard shipping timeframe in their ShopWithMe profile and clearly communicate it to Customers during livestreams. While the Platform encourages Vendors to ship items within 48 hours of order confirmation, we acknowledge that some Vendors may require additional time.

Vendors are also required to fulfill orders using the exact shipping service level and carrier selected and paid for by the Customer at checkout. For example, if a Customer selects and pays for UPS 3-Day Select shipping, the Vendor must use the UPS 3-Day Select service and not a slower or different method. Failure to honor the selected shipping service may result in dispute resolution actions or suspension of Vendor privileges.

6.2 Shipping Labels and Tracking. Vendors can view all orders in their ShopWithMe account and generate prepaid shipping labels directly through the platform. Shipping fees are collected from Customers at checkout and paid to the shipping provider by the Platform. If there’s a difference between the Customer-paid shipping fee and the actual shipping cost (e.g. due to larger packaging), the Platform will cover the difference.

Vendors must verify and adjust package dimensions before generating the label but may NOT alter Customer name or address. Unauthorized changes to the customer’s name or address will result in penalties and the shipping cost being charged to the Vendor. Tracking must be provided to Customers upon shipment, either automatically via the platform or sent manually.

6.3 30‑Day Non‑Shipment Rule. If an order remains unshipped 30 days after purchase, Vendor must (a) issue a full refund to the Company, including the item price, Finder’s Fee, and any collected taxes, and (b) reimburse any additional costs the Company incurs. The Company will then issue the refund directly to the Customer; Vendors are prohibited from issuing refunds directly to Customers. Refund amounts may be deducted from future payouts or charged to the payment method on file. Vendors may lose access to shipping tools and other platform privileges if excessive delays beyond 30 days occur.

6.4 Fraudulent Non-Shipment and Regulatory Escalation. If (i) an order remains unshipped more than thirty (30) days after payment, (ii) the Customer and the Company are unable to recover the funds through normal refund or chargeback channels, and (iii) the Vendor fails to reimburse the Company in full, the Company may deem the transaction fraudulent. In such cases, the Company reserves the right to:

• Notify and cooperate with law-enforcement or regulatory authorities by providing any evidence in its possession.
• Support the Customer’s civil or criminal claim against the Vendor, including by supplying transaction records and correspondence; and
• Pursue all available remedies - including legal action and collections- against the Vendor to recover Customer funds and any costs the Company incurs.

Invocation of this clause is in addition to, and not in lieu of, any indemnification or penalty provisions elsewhere in this Agreement.

7. RETURNS, REFUNDS & CUSTOMER SERVICE

7.1 Final Sale Policy. All sales are considered final. Returns and refunds are ONLY permitted in the following cases:

(i) the item is not received by the Customer;
(ii) the item arrives damaged (photo or video evidence required); or
(iii) the item received is materially different from what was shown or described during the livestream.

7.2 Dispute Procedure. Customers are expected to raise complaints directly with the Vendor through the contact information provided by the Vendor on the Platform. Vendor must respond to all customer claims within 48 hours. If the Vendor fails to respond or resolve the issue in a timely manner, the Customer may escalate the dispute to the Company. In such cases, the Company may resolve the claim in the Customer’s favor and recover any applicable amount by debiting the Vendor’s balance or withholding future payouts.

7.3 Chargebacks. Vendors are fully responsible for chargebacks resulting from non-shipment, misrepresentation, or violations of this Agreement. Chargebacks are processed by the Platform’s integrated payment processors (e.g., Stripe, PayPal), and Vendors are required to resolve any disputes directly with the payment processor.

8. PROHIBITED ITEMS & CONDUCT

Vendor shall comply with Appendix A (Prohibited Items) and Appendix B (Prohibited Conduct). We may remove listings, suspend accounts, or notify law enforcement for violations.

9. DATA & CONFIDENTIALITY

9.1 Customer Data. Names, addresses, emails, and order details obtained via the Platform are confidential and may be used ONLY to fulfill orders. Secondary marketing or sharing with third parties is prohibited.

9.2 Platform IP. The Platform, logos, code, and documentation remain our exclusive property. Vendor receives only a non‑exclusive, revocable license to use the Platform in accordance with this Agreement.

10. SUSPENSION & TERMINATION

10.1 Suspension. We may immediately suspend Vendor for: fraud; failure to ship; excessive complaints; selling Prohibited Items; violating law; or endangering Platform integrity.

10.2 Termination by Either Party. Either party may terminate this Agreement for any reason with seven (7) days’ written notice. Termination does not affect obligations incurred before the effective termination date.

10.3 Post‑Termination Duties. Upon termination Vendor must (a) ship all paid orders, (b) return any Company‑owned equipment (if any), and (c) cooperate in open disputes.

11. INDEMNIFICATION & LIMITATION OF LIABILITY

11.1 Vendor Indemnity. Vendor will indemnify and hold harmless the Company and its officers, directors, employees, and agents from claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Vendor’s breach of this Agreement, (b) violation of law, (c) Prohibited Items or Conduct, or (d) any claim by a Customer related to an item sold by Vendor.

11.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY. OUR AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT OF FEES WE EARNED (NOT INCLUDING ITEM PRICE) FROM TRANSACTIONS SUBJECT TO THE CLAIM IN 1 MONTH PRECEDING THE EVENT.

12. DISPUTE RESOLUTION

12.1 Arbitration. Except for equitable relief, any dispute shall be resolved by final, binding arbitration in Travis County, Texas, under the Texas General Arbitration Act by a single arbitrator experienced in e‑commerce disputes.

12.2 Equitable Relief. We may seek injunctions or other equitable remedies in any court of competent jurisdiction to prevent or curtail breaches jeopardizing the Platform or our reputation.

13. MISCELLANEOUS

• Governing Law. Texas law governs, without regard to conflict‑of‑law principles.
• Entire Agreement. This Agreement (including Appendices) is the entire agreement and supersedes prior understandings.
• We may modify this Agreement by posting a revised version and giving 15 days’ notice; continued use constitutes acceptance.
• If any provision is unenforceable, the remainder remains in effect.
• Vendor may not assign this Agreement without our consent; we may assign freely in connection with a merger, sale, or reorganization.
• Legal notices to the Company must be sent to hello@shopwithme.me; notices to Vendor are sent to the email and/or physical address on file.

14. ACCEPTANCE OF AGREEMENT

Acceptance by Electronic Confirmation

By checking “Agree” box and submitting your Vendor Application on ShopWithMe.me, you acknowledge that you have read, understood, and agree to be legally bound by the terms of the ShopWithMe Vendor Agreement.

This electronic acceptance shall constitute your full and binding signature to this Agreement. You may also be asked to confirm your acceptance via email or platform notification, which will serve as an additional record of consent.

APPENDIX A — PROHIBITED ITEMS

1. Firearms, ammunition, explosives, or weapons.
2. Prescription or controlled drugs, drug paraphernalia.
3. Alcohol, tobacco, vaping products.
4. Counterfeit currency, securities, or legal documents.
5. Live animals, food requiring refrigeration, perishable goods.
6. Stolen property, recalled items, or items whose sale is forbidden by law.
7. Hate or extremist paraphernalia.

APPENDIX B — PROHIBITED CONDUCT

1. Misrepresenting an item’s condition, brand, or authenticity.
2. Failing to ship paid orders within required timeframes.
3. Artificially inflating prices.
4. Harassment, discrimination, or hate speech towards Customers or employees.
5. Circumventing the Platform fee or encouraging offline payment.
6. Fraudulent or deceptive practices, including money‑laundering.
7. Violating third‑party platform terms while livestreaming.

1. Using Customer data for any purpose other than fulfilling the order.

Last updated: June 25, 2025