Vendor Marketplace Agreement

1. Parties

This Vendor Marketplace Agreement (“Agreement”) is entered into between:

All Things Universal LLC, a Delaware limited liability company (“ATU,” “Company,” “we,” “our,” or “us”),

and

the individual, business, company, organization, professional, merchant, service provider, manufacturer, distributor, or legal entity registering to advertise, list, sell, or promote products or services through the ATU marketplace (“Vendor,” “you,” or “your”).

By applying for a vendor account, creating a vendor profile, purchasing a vendor subscription, listing products or services, or using the ATU marketplace, Vendor agrees to be legally bound by this Agreement.

2. Purpose

This Agreement establishes the terms under which Vendor may advertise, market, list, promote, offer, and sell products or services through the All Things Universal marketplace platform, website, vendor dashboard, vendor pages, mobile applications, tools, and related services, collectively referred to as the “Platform.” The platform is solely to be used as a technology service provider, providing a venue, marketplace infrastructure and payment processing routing. The Agreement is structured around three core goals, protecting processing channels, eliminating platform liability and ensuring seamless cross-border logistics.

This Agreement is intended to support marketplace-level standards similar to established ecommerce platforms, including clear vendor responsibility, product and service compliance, customer trust, intellectual property protection, payment clarity, tax responsibility, privacy obligations, and enforcement rights. The Vendor explicitly acknowledges and agrees that the Platform operates solely as an intermediary technology service provider and venue. The Platform is not a party to, nor does it assume any liability under, the underlying consumer transaction. The Vendor maintains exclusive privity of contract with the end-consumer and assumes 100% of all liability, obligations and claims arising out of the merchant-consumer relationship. Without limiting the foregoing, the Platform shall be held entirely harmless from any direct or indirect, or consequential claims, actions or administrative enforcement actions brought by consumers or regulatory authorities relating to product defects, adverse dermatological or skin reactions to cosmetic goods, product liability or allegations of false advertising or material misrepresentation.

3. Relationship to Other ATU Policies

This Agreement supplements and incorporates by reference the following ATU policies and agreements:

• Terms of Use
• Vendor Terms of Service
• Privacy Policy
• Cookie Policy
• Refund and Subscription Policy
• DMCA and Intellectual Property Policy
• Prohibited and Restricted Categories Policy, if separate
• Any applicable AML, KYB, sanctions, vendor verification, or compliance requirements
• Any plan-specific, category-specific, advertising, or promotional terms provided by ATU

If there is a conflict between this Agreement and another ATU policy, the document most specific to the issue will control unless ATU states otherwise in writing.

4. Platform Description

ATU operates an online marketplace and business directory platform that allows independent vendors, vendors, merchants, professionals, and service providers to promote and sell products or services directly to customers.

ATU provides a digital venue only.

Unless expressly stated in writing, ATU is not the vendor, manufacturer, distributor, importer, exporter, service provider, fulfillment provider, employer, agent, broker, partner, representative, payment custodian, escrow provider, financial institution, or owner of any product or service listed by Vendor.

Vendor is solely responsible for its own business operations, listings, products, services, transactions, customers, taxes, licenses, delivery, warranties, refunds, customer service, and legal compliance.

5. Appointment and Limited Platform Access

Subject to Vendor’s compliance with this Agreement and ATU policies, ATU grants Vendor a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for approved marketplace purposes.

This may include the ability to:

• Create a vendor storefront or business page.
• List approved products or services.
• Promote lawful offerings.
• Manage vendor profile information.
• Communicate with customers through approved Platform tools.
• Use available vendor dashboard features.
• Purchase subscription plans, listings, advertising, or promotional placements where offered.

No ownership interest in the Platform, software, technology, data, branding, customer base, search ranking, marketplace placement, or ATU intellectual property is granted to Vendor.

ATU may modify, suspend, restrict, or terminate Vendor’s access as permitted by this Agreement and ATU policies.

6. Independent Business Status

Vendor acknowledges and agrees that:

• Vendor operates as an independent business.
• Vendor is not an employee, agent, partner, franchisee, joint venture, legal representative, or affiliate of ATU.
• Vendor is not authorized to bind ATU contractually.
• Vendor may not make promises, guarantees, warranties, or representations on behalf of ATU.
• Vendor conducts business at its own risk.
• Vendor is solely responsible for its own products, services, staff, contractors, taxes, licenses, customers, transactions, insurance, and legal compliance.

Nothing in this Agreement creates an employment relationship, agency relationship, partnership, franchise relationship, or joint venture between Vendor and ATU.

7. No Guarantee of Sales, Leads, or Business Results

Vendor understands that ATU provides access to marketplace tools and visibility opportunities only.

ATU does not guarantee:

• Sales.
• Revenue.
• Profit.
• Customer traffic.
• Customer inquiries.
• Search ranking.
• Featured placement.
• Advertising performance.
• Customer conversion.
• Leads.
• Reviews.
• Business growth.
• Category exclusivity.
• Continued visibility after subscription expiration.

Marketplace performance depends on many factors outside ATU’s control, including Vendor’s pricing, responsiveness, quality, marketing, product/service demand, customer trust, reviews, competition, location, availability, and market conditions.

8. Vendor Eligibility

Vendor represents and warrants that:

• Vendor is legally authorized to conduct business.
• Vendor has full legal authority to enter into this Agreement.
• Vendor is in good standing where required.
• Vendor has all required business registrations, permits, certifications, licenses, tax registrations, and approvals.
• Vendor’s owners, representatives, and account users are authorized to act on Vendor’s behalf.
• Vendor has the legal right to advertise, offer, sell, or provide all listed products and services.
• Vendor will comply with all laws applicable to its business, products, services, advertising, customers, jurisdictions, and transactions.
• All information provided to ATU is accurate, complete, current, and not misleading.

ATU may approve, reject, suspend, restrict, or terminate any Vendor account at its discretion.

9. Vendor Verification and KYB Requirements

Vendor agrees to provide documents and information requested by ATU for onboarding, verification, compliance, risk management, fraud prevention, sanctions screening, tax review, payment review, or legal purposes.

Requested information may include:

• Business registration documents.
• Certificate of incorporation or formation.
• Articles of organization or equivalent documents.
• Trade name, DBA, or business name registration.
• Tax identification number.
• VAT, GST, sales tax, or other tax registration information.
• Business license information.
• Professional license information.
• Proof of business address.
• Proof of business ownership or authorization.
• Government-issued identification where required.
• Beneficial ownership information.
• Officer, director, manager, or authorized representative information.
• Banking or payment-related verification, where applicable.
• Insurance certificates where required.
• Supplier records, invoices, or authenticity documentation where relevant.

Vendor consents to ATU verifying this information directly or through third-party service providers.

Failure to provide requested documents may result in rejection, suspension, restriction, or termination.

10. AML, Sanctions, and Compliance Requirements

Vendor agrees to comply with all applicable laws relating to:

• Anti-money laundering.
• Counter-terrorism financing.
• Sanctions.
• Export controls.
• Import controls.
• Anti-bribery.
• Anti-corruption.
• Fraud prevention.
• Tax compliance.
• Consumer protection.
• Product safety.
• Professional licensing.
• Privacy and data protection.

Vendor represents and warrants that:

• Vendor is not listed on any applicable sanctions list.
• Vendor is not owned or controlled by sanctioned persons or entities.
• Vendor will not use the Platform to evade sanctions or restricted-country rules.
• Vendor will not use the Platform to conduct money laundering, terrorism financing, fraud, bribery, corruption, or unlawful financial activity.
• Vendor will cooperate with reasonable compliance reviews.

ATU may suspend, restrict, or terminate Vendor immediately if ATU suspects sanctions, AML, fraud, bribery, corruption, or restricted-country concerns.

11. Product and Service Listings

Vendor is solely responsible for all listings, images, descriptions, prices, advertisements, claims, service explanations, product information, warranties, guarantees, availability, and promotional content.

Vendor agrees that all listings must be:

• Truthful.
• Accurate.
• Current.
• Lawful.
• Non-misleading.
• Properly categorized.
• Supported by required documentation where applicable.
• Not infringing.
• Not discriminatory.
• Not deceptive.
• Not harmful to Platform trust.

Vendor may not manipulate descriptions, pricing, reviews, ratings, search results, product origin, stock availability, certifications, licensing status, discounts, or customer expectations.

ATU may edit, reject, remove, restrict, or suspend listings that violate this Agreement, ATU policies, marketplace standards, or applicable law.

12. Prohibited and Restricted Products, Services, and Industries

Vendor shall not list, advertise, promote, sell, or provide prohibited or restricted products or services through the Platform unless expressly approved by ATU in writing and permitted by applicable law.

Prohibited or restricted categories may include:

• Illegal drugs, controlled substances, or drug paraphernalia.
• Counterfeit goods or unauthorized replicas.
• Weapons, firearms, ammunition, explosives, or regulated self-defense items.
• Stolen property or unlawfully obtained goods.
• Human trafficking, exploitation, escort services, or illegal adult services.
• Child exploitation materials or any harmful, sexual, or exploitative content involving minors.
• Illegal gambling, betting, lotteries, or games of chance.
• Pyramid schemes, Ponzi schemes, deceptive business opportunities, or fraudulent investment programs.
• Terrorist-related goods, services, financing, content, or activity.
• Sanctioned products, sanctioned services, or dealings with restricted parties or countries.
• Prescription drugs, regulated medical devices, or unauthorized health products.
• Supplements, treatments, or wellness products making unlawful or unverified medical claims.
• Alcohol, tobacco, nicotine, vapes, or age-restricted goods without legal authorization.
• Adult sexual products, adult content, or sexually explicit services.
• Hazardous chemicals, toxic substances, recalled goods, or unsafe products.
• Animals, wildlife products, endangered species products, or restricted biological materials.
• Fake documents, false identification, forged certificates, or credential manipulation.
• Financial, investment, lending, insurance, crypto, or money-service activities without required authorization.
• Products or services that violate import, export, customs, consumer protection, advertising, tax, labor, privacy, or licensing laws.

ATU may add, remove, restrict, or modify prohibited categories at any time.

13. Product Safety and Regulatory Compliance

Vendor is solely responsible for ensuring that all products listed, advertised, sold, shipped, or supplied are safe, lawful, properly labeled, properly described, and compliant with all applicable laws.

Vendor is responsible for:

• Product safety.
• Product testing.
• Product labeling.
• Product certifications.
• Consumer warnings.
• Product instructions.
• Age restrictions.
• Import and export compliance.
• Customs compliance.
• Product recalls.
• Regulatory approvals.
• Safety reports.
• Product liability claims.

Vendor must promptly notify ATU if any listed product is subject to a recall, safety warning, regulatory notice, government investigation, consumer protection complaint, product liability issue, import/export restriction, or legal claim.

ATU may remove, restrict, or suspend any product listing that creates safety, legal, regulatory, reputational, or consumer protection concerns.

14. Service Provider Responsibilities

Vendors offering services must perform services in a lawful, professional, timely, competent, and non-discriminatory manner.

Vendor shall not:

• Misrepresent qualifications, experience, licenses, certifications, or results.
• Advertise services it is not legally authorized to provide.
• Promise guaranteed results where such promises are misleading or prohibited.
• Provide unsafe, unlawful, exploitative, abusive, discriminatory, or deceptive services.
• Hide material service terms, conditions, fees, timelines, risks, or limitations.
• Use ATU to promote regulated services without required authorization.

ATU may suspend or remove service listings where Vendor performance, licensing status, customer complaints, or legal risk creates concerns.

15. Professional Licensing

Vendors offering regulated or licensed services are solely responsible for maintaining all required licenses, permits, registrations, certifications, insurance, and approvals.

This may include, but is not limited to:

• Legal services.
• Medical services.
• Financial services.
• Insurance services.
• Real estate services.
• Engineering services.
• Construction and trade services.
• Health and wellness services.
• Beauty and personal care services.
• Transportation services.
• Childcare or education-related services.
• Other regulated professional services.

Vendor must immediately notify ATU of any license suspension, revocation, expiration, disciplinary action, investigation, or restriction.

ATU may request proof of licensing at any time and may suspend or remove listings where proof is not provided.

16. Pricing, Discounts, and Promotions

Vendor determines its own prices independently.

Vendor agrees not to:

• Engage in price fixing.
• Coordinate prices unlawfully with competitors.
• Misrepresent discounts, savings, or promotional offers.
• Use fake discounts, fake urgency, or fake scarcity.
• Advertise unavailable pricing.
• Charge hidden fees.
• Mislead customers regarding total cost.
• Manipulate prices to deceive customers.

Vendor is responsible for honoring advertised prices, offers, terms, discounts, and promotions unless correction is permitted by applicable law and clearly communicated.

17. Advertising and Claims Standards

Vendor is responsible for ensuring that all advertisements, listings, images, videos, testimonials, product claims, service claims, comparisons, endorsements, sponsored content, and promotional materials comply with applicable advertising and consumer protection laws.

Vendor shall not make false, misleading, unsubstantiated, deceptive, unsafe, discriminatory, or unlawful claims.

Vendor must have proper support for claims involving:

• Health.
• Safety.
• Professional qualifications.
• Product performance.
• Certifications.
• Legal compliance.
• Environmental benefits.
• Financial outcomes.
• Guarantees.
• Customer testimonials.
• Official brand affiliation.
• Authorized revendor status.

ATU may remove or restrict content that ATU believes is misleading, unlawful, inadequately disclosed, or harmful to Platform trust.

18. Reviews, Ratings, and Customer Feedback

If the Platform allows reviews, ratings, testimonials, customer feedback, vendor badges, or similar trust features, Vendor agrees not to manipulate or interfere with those features.

Vendor shall not:

• Post fake reviews.
• Buy reviews without proper disclosure.
• Offer incentives only for positive reviews.
• Review its own business.
• Use false accounts to increase ratings.
• Arrange review swapping.
• Pressure or threaten customers over reviews.
• Suppress legitimate negative feedback through improper means.
• Misrepresent testimonials or endorsements.

ATU may remove reviews, ratings, badges, or feedback that ATU believes are fake, manipulated, abusive, misleading, unlawful, or inconsistent with Platform rules.

19. Order Fulfillment and Service Delivery

Where Vendor accepts orders, bookings, inquiries, or service requests, Vendor agrees to:

• Fulfill orders promptly.
• Ship products within stated timelines.
• Provide services within stated timelines.
• Maintain accurate inventory.
• Keep availability current.
• Provide accurate delivery or service details.
• Communicate delays promptly.
• Provide customer support.
• Honor warranties, guarantees, and service commitments.
• Comply with all delivery, shipping, customs, service, consumer protection, and cancellation requirements.

Failure to meet fulfillment or service standards may result in listing removal, account restriction, suspension, or termination.

20. Customer Service and Customer Disputes

Vendor is solely responsible for customer service and all customer-facing obligations related to its products or services.

Vendor agrees to:

• Respond promptly and professionally to customer inquiries.
• Resolve customer complaints in good faith.
• Honor advertised terms.
• Handle refunds, returns, exchanges, warranties, delivery problems, service complaints, and disputes.
• Avoid directing blame to ATU for Vendor’s own obligations, errors, delays, products, services, or representations.
• Comply with applicable consumer protection laws.

ATU is not responsible for Vendor-customer transactions, product defects, service failures, customer dissatisfaction, refunds, returns, warranties, delivery issues, chargebacks, or disputes unless expressly stated otherwise in writing.

21. Customer Refunds, Returns, and Warranties

Vendor is responsible for:

• Refund requests.
• Returns.
• Exchanges.
• Warranty claims.
• Product defects.
• Service complaints.
• Delivery issues.
• Cancellation requests.
• Customer remedies required by law.

Vendor must clearly disclose its refund, return, cancellation, warranty, delivery, and service policies where applicable.

Vendor policies must be truthful, lawful, and consistent with applicable consumer protection laws.

ATU is not obligated to issue refunds to customers for Vendor transactions unless expressly stated otherwise in writing.

22. Payment Processing and Currency

ATU may use third-party payment processors to collect subscription fees, advertising fees, promotional fees, listing fees, renewal fees, or other amounts owed directly to ATU.

Unless expressly stated otherwise, payments between Vendors and customers are the responsibility of the applicable Vendor and customer.

ATU is not a bank, payment processor, escrow provider, money transmitter, financial institution, fiduciary, or custodian of Vendor-customer funds unless expressly stated in writing.

Vendor agrees to comply with all applicable payment processor terms, verification requirements, fraud prevention requirements, billing procedures, chargeback procedures, and payment rules.

ATU is not responsible for processor delays, outages, declined payments, banking issues, account holds, currency fluctuations, chargebacks, or payment processor decisions.

ATU may suspend or restrict Vendor accounts where payment disputes, chargebacks, refund complaints, fraud reports, unpaid fees, processor issues, or customer complaints create legal, financial, reputational, or platform risk.

23. Platform Fees

Vendor agrees to pay all applicable fees owed to ATU, including:

• Subscription fees.
• Listing fees.
• Service fees.
• Advertising fees.
• Promotional placement fees.
• Renewal fees.
• Add-on fees.
• Administrative fees where permitted.
• Other fees disclosed by ATU.

Fees remain due and payable according to ATU’s Refund and Subscription Policy, Vendor Terms, plan-specific terms, and any applicable invoices or checkout terms.

Non-payment may result in suspension, listing removal, account restriction, termination, collection action, or loss of Platform access.

24. Taxes

Vendor is solely responsible for determining, collecting, reporting, filing, and paying all taxes, duties, and regulatory fees arising from Vendor’s business, products, services, advertisements, sales, or transactions.

This may include:

• Income taxes.
• Sales taxes.
• VAT.
• GST.
• Customs duties.
• Import/export taxes.
• Digital services taxes.
• Local business taxes.
• Withholding obligations.
• Regulatory fees.

ATU does not provide tax, accounting, or legal advice.

ATU may request tax documentation from Vendor where required for compliance, reporting, onboarding, billing, payment processing, or legal purposes.

25. Customer Data and Privacy

Vendor may receive or access customer information through the Platform, including names, email addresses, phone numbers, addresses, inquiries, booking details, order details, communications, or other personal information.

Vendor agrees to:

• Use customer information only for the purpose for which it was provided.
• Use customer information only to respond to inquiries, fulfill orders, provide services, resolve disputes, or comply with legal obligations.
• Not sell, rent, trade, or misuse customer information.
• Not send unrelated marketing without proper consent.
• Not spam customers.
• Protect customer information using reasonable security measures.
• Limit access to authorized personnel only.
• Comply with applicable privacy, communications, consumer protection, and data protection laws.
• Notify ATU promptly of any suspected unauthorized access, misuse, loss, disclosure, or breach involving customer information received through the Platform.

ATU may suspend or terminate Vendor accounts for misuse of customer information.

26. Intellectual Property

Vendor retains ownership of Vendor-created content, trademarks, logos, images, videos, descriptions, listings, advertisements, and business materials submitted to the Platform, subject to the license granted below.

Vendor grants ATU a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, display, store, reproduce, publish, translate, distribute, modify for formatting, market, advertise, and promote Vendor content in connection with the Platform and ATU’s business.

Vendor represents and warrants that Vendor owns or has all rights necessary to submit and use its content.

Vendor shall not upload or use content that violates copyright, trademark, patent, trade dress, privacy, publicity, contractual, trade secret, or other third-party rights.

27. Copyright, Trademark, and Counterfeit Compliance

Vendor shall not:

• Infringe copyrights.
• Infringe trademarks.
• Misuse brand names.
• Sell counterfeit products.
• Sell fake, replica, unauthorized, or infringing goods.
• Misappropriate intellectual property.
• Use third-party images, videos, text, music, software, graphics, or product descriptions without permission.
• Misrepresent brand affiliation, authorization, certification, sponsorship, or revendor status.

ATU may remove infringing content, restrict listings, request supplier documents, request proof of authenticity, suspend Vendor accounts, or terminate Vendor where intellectual property concerns arise.

Vendor agrees to cooperate with ATU’s DMCA and Intellectual Property Policy.

28. Use of ATU Name, Brand, and Platform

Vendor may not use ATU’s name, logo, trademarks, branding, screenshots, badges, marketing materials, or Platform references without ATU’s prior written permission, except as expressly allowed by ATU.

Vendor shall not:

• Claim to be endorsed, certified, employed, partnered, approved, guaranteed, or represented by ATU unless expressly authorized.
• Use ATU branding in a misleading manner.
• Misrepresent its relationship with ATU.
• Copy, scrape, reverse engineer, or misuse Platform content, data, software, or systems.
• Use ATU’s Platform to redirect users into unlawful, deceptive, unsafe, or fraudulent transactions.

29. Insurance Requirements

Where applicable based on Vendor’s category, products, services, jurisdiction, risk level, or ATU requirements, Vendor shall maintain adequate insurance coverage.

This may include:

• General Liability Insurance.
• Product Liability Insurance.
• Professional Liability Insurance.
• Errors and Omissions Insurance.
• Cyber Liability Insurance.
• Commercial Auto Insurance, where applicable.
• Workers’ compensation or employer coverage, where applicable.

ATU may request proof of coverage, certificates of insurance, policy details, or renewal confirmations.

Vendor must notify ATU of any material insurance cancellation, lapse, restriction, or change where coverage is required.

ATU may suspend, restrict, or remove Vendor listings if required insurance is not provided or maintained.

29A MANDATORY INSURANCE REQUIREMENTS

29A.1 Required Insurance Coverages

Vendor shall maintain, at its sole cost and expense, full force and effect throughout the term of this Agreement and for a period of at least two (2) years following the termination or expiration of this Agreement, the following insurance coverages from reputable insurers rated A- VII or better by A.M. Best:

• (a) Commercial General Liability (CGL) / Product Liability: Including Coverage for Personal & Advertising Injury and Products/Completed Operations, with minimum policy limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate (or local currency equivalent).
• (b) Cyber Liability / Data Breach Insurance: (Applicable to vendors integrated via direct API or processing customer data) Coverage for data privacy liability, network security breaches, and notification expenses, with limits of not less than $1,000,000 per occurrence.

29A.2 Additional Insured Endorsement

Vendor’s Commercial General Liability and Product Liability policies must explicitly name "ATU, its parent, subsidiaries, and affiliates" as an Additional Insured (via Blanket Additional Insured endorsement ISO CG 20 15, ISO CG 20 37, or equivalent) on a primary and non-contributory basis.

29A.3 Primary Coverage

Vendor’s insurance policies shall be primary to any insurance or self-insurance maintained by ATU. Any insurance maintained by ATU shall be non-contributing and excess only.

29A.4 Proof of Insurance & Certificates

Upon execution of this Agreement, and annually thereafter upon policy renewal, Vendor shall provide ATU with a valid Certificate of Insurance (COI) evidencing the required coverages and Additional Insured status. Vendor shall provide ATU with at least thirty (30) days’ prior written notice of any cancellation, non-renewal, or material reduction in policy coverage limits.

29A.5 Failure to Maintain Insurance

Vendor's failure to obtain, maintain, or provide proof of the required insurance coverage shall constitute a material breach of this Agreement. In such an event, ATU reserves the right to immediately suspend Vendor’s storefront, hide active listings, or freeze pending payouts until compliant documentation is verified.

29B RIGHT OF SET-OFF AND RESERVE HOLDS

Set-Off Rights.

In the event that ATU incurs any Losses (including chargebacks, customer refunds, regulatory fines, or legal expenses) resulting from Vendor’s breach or product liability claims, ATU shall have the right to set off such amounts against any pending payouts, settlement balances, or reserve accounts held on behalf of Vendor under this Agreement.

30. Audit and Compliance Rights

ATU may request documentation or conduct compliance reviews to verify:

• Business registration.
• Identity and ownership.
• Licensing status.
• Insurance coverage.
• Tax compliance.
• Product sourcing.
• Product authenticity.
• Listing accuracy.
• Product or service compliance.
• Sanctions compliance.
• Customer complaint history.
• Fraud or risk concerns.
• Compliance with this Agreement and ATU policies.

Vendor agrees to cooperate with reasonable compliance requests.

Failure to cooperate may result in rejection, suspension, restriction, or termination.

31. Confidentiality

Vendor may receive confidential or non-public information from ATU, including business processes, pricing, platform tools, customer information, vendor review information, compliance processes, technical information, marketing plans, or other sensitive information.

Vendor agrees to protect confidential information, use it only for authorized Platform purposes, and not disclose it to unauthorized third parties.

Confidentiality obligations survive termination.

32. Suspension and Restrictions

ATU may suspend, restrict, remove, or limit Vendor access, listings, subscriptions, promotions, advertising, dashboard tools, or Platform privileges where ATU believes there has been:

• Fraud.
• Non-payment.
• False or misleading information.
• Compliance violations.
• Sanctions concerns.
• AML concerns.
• Licensing issues.
• Tax concerns.
• Customer complaints.
• Unsafe products or services.
• Product recall or regulatory concerns.
• Data misuse.
• Review manipulation.
• Intellectual property infringement.
• Counterfeit activity.
• Chargeback abuse or payment risk.
• Reputational risk to ATU.
• Violation of this Agreement or any ATU policy.

Suspension may occur without prior notice where ATU determines immediate action is necessary to protect customers, vendors, ATU, payment systems, data, legal compliance, or Platform integrity.

33. Termination

ATU may terminate this Agreement or Vendor’s participation at any time where ATU determines that Vendor has violated this Agreement, ATU policies, applicable law, or marketplace trust standards.

Vendor may terminate participation by closing its account, cancelling active subscriptions, and satisfying all outstanding obligations.

Termination does not eliminate obligations or liabilities that arose before termination.

34. Effect of Termination

Upon suspension or termination:

• Vendor may lose access to its account, listings, vendor page, messages, promotional placements, and Platform tools.
• ATU may remove or disable Vendor listings and content.
• Vendor remains responsible for outstanding fees owed to ATU.
• Vendor remains responsible for customer obligations arising before termination.
• Vendor remains responsible for taxes, refunds, warranties, delivery obligations, service obligations, disputes, claims, and legal compliance related to its business.
• ATU may retain records as needed for legal, compliance, accounting, security, fraud prevention, dispute, or business purposes.

Termination does not entitle Vendor to a refund except as expressly provided in ATU’s Refund and Subscription Policy or required by applicable law.

35. Indemnification

Vendor agrees to indemnify, defend, and hold harmless ATU, its affiliates, officers, directors, employees, contractors, agents, service providers, and licensors from and against any claims, damages, losses, liabilities, penalties, fines, costs, expenses, and legal fees arising from or related to:

• Vendor’s products or services.
• Vendor’s listings, advertisements, claims, images, content, or promotions.
• Product defects, recalls, injuries, or safety issues.
• Service failures, negligence, misconduct, or professional errors.
• Customer complaints, disputes, refunds, warranties, returns, or chargebacks.
• Vendor’s tax liabilities.
• Vendor’s regulatory violations.
• Vendor’s licensing failures.
• Vendor’s privacy or data protection violations.
• Vendor’s misuse of customer information.
• Vendor’s intellectual property disputes.
• Vendor’s breach of this Agreement or ATU policies.
• Vendor’s violation of any law, regulation, or third-party right.

35A INDEMNIFICATION AND HOLD HARMLESS

1.1 Vendor Indemnification.

To the fullest extent permitted by law, Vendor agrees to defend, indemnify, and hold harmless ATU, its parent companies, subsidiaries, affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, suits, actions, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and court costs) (collectively, "Losses") arising out of, relating to, or resulting from:

• (a) Any actual or alleged breach by Vendor of any representation, warranty, or covenant contained in this Agreement or any applicable Platform Policy;
• (b) The death, bodily injury, or property damage caused by, arising from, or related to any product, good, or service offered, listed, or sold by Vendor on or through the Platform;
• (c) Any actual or alleged infringement, misappropriation, or violation of any patent, copyright, trademark, trade secret, right of publicity, or other intellectual property or proprietary right of any third party by Vendor’s products, listings, branding, or content;
• (d) Any violation by Vendor or its products of applicable local, state, federal, or international laws, rules, or regulations, including product safety standards, labeling requirements, import/export controls, or data privacy laws;
• (e) Vendor’s tax obligations, including any failure to report, collect, or remit applicable sales, use, value-added, or transactional taxes associated with orders fulfilled by Vendor; and
• (f) Fraud, willful misconduct, gross negligence, or misrepresentation by Vendor.

1.2 Defense Procedures

Upon receipt of notice of any claim triggering indemnification under this Section, ATU shall notify Vendor in writing. Vendor shall immediately assume control of the defense with legal counsel reasonably acceptable to ATU. ATU reserves the right to participate in the defense of any claim with its own counsel at its own expense. Vendor shall not settle, compromise, or consent to the entry of any judgment in any indemnified proceeding without the prior written consent of ATU, which shall not be unreasonably withheld, if such settlement includes an admission of liability or fault by ATU or imposes financial or operational obligations on ATU.

36. Limitation of Liability

To the maximum extent permitted by law, ATU shall not be liable for:

• Lost profits.
• Lost revenue.
• Loss of business.
• Loss of goodwill.
• Business interruption.
• Data loss.
• Indirect damages.
• Consequential damages.
• Special damages.
• Incidental damages.
• Punitive damages.
• Regulatory actions against Vendor.
• Vendor-customer disputes.
• Customer complaints against Vendor.
• Platform downtime, errors, delays, or service interruptions.
• Third-party payment processor issues.
• Search ranking, visibility, sales, leads, or traffic results.

To the maximum extent permitted by law, ATU’s total aggregate liability to Vendor shall not exceed the fees paid by Vendor to ATU during the twelve (12) months before the event giving rise to the claim.

37. Dispute Resolution

The parties agree to first attempt in good faith to resolve disputes informally.

If a dispute cannot be resolved informally, the dispute shall be submitted to binding arbitration unless otherwise required by applicable law.

The arbitration process, location, rules, fees, exceptions, and enforceability should be reviewed and finalized by legal counsel before publication.

38. Class Action Waiver

To the maximum extent permitted by law, Vendor agrees that any dispute, claim, or controversy arising out of or relating to this Agreement, Vendor participation, the Platform, ATU fees, listings, advertising, customer interactions, or Vendor use of ATU services shall be brought only on an individual basis and not as a class action, collective action, consolidated action, private attorney general action, or representative proceeding.

Vendor waives any right to participate in any class, collective, consolidated, or representative proceeding against ATU, unless such waiver is prohibited by applicable law.

This section should be reviewed by qualified legal counsel to confirm enforceability in Delaware and any other jurisdiction where Vendor participation may create mandatory local rights.

39. Governing Law

This Agreement shall be governed by the laws of the State of Delaware, United States, without regard to conflict of law principles, except where applicable law requires otherwise.

40. Electronic Acceptance and Notices

Vendor agrees that:

• Electronic signatures are valid.
• Electronic acceptance is legally binding.
• Clicking “I agree,” creating a vendor account, purchasing a subscription, or using the Platform may constitute acceptance.
• Digital records satisfy signature and writing requirements where permitted by law.

ATU may provide notices electronically, including by email, Platform dashboard, account notification, website posting, or other electronic communication method.

Vendor is responsible for keeping contact information current.

41. International Use and Translation

The Platform may be accessed from multiple countries and may be made available in more than one language.

Vendor is responsible for complying with all laws applicable to Vendor’s country, customers, products, services, advertising, taxes, privacy obligations, and business operations.

Where ATU provides translated versions of this Agreement or other policies, the English version will control unless otherwise required by applicable law or expressly stated by ATU.

Vendor shall not use the Platform in any jurisdiction where such use would violate applicable law.

42. Changes to This Agreement

ATU may update or modify this Agreement from time to time.

ATU may notify Vendors by posting updated terms on the Platform, updating the “Last Updated” date, sending email notice, providing dashboard notice, or taking any other step required by applicable law.

Continued use of the Platform after updated terms are posted or provided constitutes acceptance of the revised terms.

43. Entire Agreement

This Agreement, together with ATU’s Terms of Use, Vendor Terms of Service, Privacy Policy, Cookie Policy, Refund and Subscription Policy, DMCA and Intellectual Property Policy, and any other applicable ATU policies or written vendor terms, constitutes the complete agreement between Vendor and ATU concerning Vendor’s participation on the Platform.

44. Survival

Any provisions that by their nature should survive termination shall survive, including provisions relating to payment obligations, taxes, customer obligations, confidentiality, intellectual property, customer data, privacy, indemnification, limitation of liability, dispute resolution, governing law, record retention, and compliance obligations.

45. Contact Information

Questions about this Agreement may be directed to:

Marketplace Compliance Department
All Things Universal LLC
Website: www.allthingsuniversal.com
Email: marketplace@allthingsuniversal.com
Hours: Mon-Fri 9.00 am – 6.00 pm EST
Telephone: 1(786) 743-7526
Business Address: 1688 Meridian Avenue, Suites 600 & 700, Miami Beach, Miami, 33139, United States of America