VENDOR AGREEMENT

This Vendor Agreement (the "Agreement") is made by and entered into by and between AffRunner LLC, an existing and organized e-commerce company registered and operating under the State of Delaware laws, with its principal office located at 126 Carlotta Drive, Bear DE 19701 (hereafter referred to as “AffRunner”) and you, (hereafter referred to as the “Vendor” “you’ “your”) making use of the AffRunner.com and/or the AffRunner.net affiliate service (the “Services”).

1. RECITALS

WHEREAS, AffRunner is an e-commerce digital product retailer and general e-commerce services AffRunner

WHEREAS, the vendor is a business owner and supplier of digital goods and services and hereby desires to subscribe to the AffRunner services in order to sell and is willing to provide such services in accordance with the terms and conditions herein;

WHEREAS, the AffRunner website platforms AffRunner.com and AffRunner.net (the “website”) is a secure and trustable online retail platform for digital products (the “products”) that are obtained by AffRunner from the Vendor and provided for resale via our online platform,

WHEREAS, the products provided for sale on our websites are for end users (the “End Users”) that purchase such product for its own personal use.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties hereto hereby agree as follows:

2. SCOPE OF AGREEMENT

This Agreement consist of the entire understanding between AffRunner and the vendor as regards the general terms and conditions for using the AffRunner online platform. The Vendor agrees to comply with the terms and conditions set forth herein.

3. AFFRUNNER’S RESPONSIBILITIES

1. AffRunner will, at its expense, develop and maintain the online sales portal.

2. AffRunner shall, at its expense, maintain Vendor product images, information and links on its online sales portal.

3. AffRunner shall, at its expense, receive and dispatch to vendor orders received online supported by voucher and items list for pickup by the End User.

4. AffRunner will be responsible marketing and promotional expense required to showcase Vendors’ goods and services.

4. VENDOR’S RESPONSIBILTY

1. The Vendor agrees to supply products and transfer every required rights, determined in this Agreement, to AffRunner by submitting them to the Website. AffRunner shall use Products strictly to fulfil its business needs.

2. Vendor agrees to implement efficient system of receiving and verifying vouchers and Items List and Vendor agrees to honor all valid vouchers valid and items list presented by End Users for the duration of this agreement.

3. Vendor agrees it will not charge End Users bearing a voucher sold through AffRunner any fees, handling charges, or convenience charges to complete their transaction.

4. The Vendor also undertakes to sell Products to AffRunner properly, on time, and in a good and honest manner.

5. Vendor guarantees AffRunner that he/she has the legal right to sell the merchandise and that the merchandise may be legally sold in the End User’s designated country.

6. The Vendor in the capacity of a seller is not acting as an employee or agent of AffRunner and shall make no representations which may indicate an endorsement or guarantee by us of the merchandise sold.

7. Vendor must prominently display at all times their policy regarding returns, refunds and/or exchange of merchandise such policy to be no different from that employed in relation to sales made via other means.

8. Upon signing this agreement, Vendor shall issue a Vendor Permit which specifies summary terms for the sale of merchandise through AffRunner’s online portal, with an approved copy posted at the vending (AffRunner’s) website(s).

5. VENDOR’S ACCOUNT AND ELIGIBILITY.

In order to become eligible for using the AffRunner platform, the Vendor shall be required to create a Vendor account in compliance with the terms set forth herein this Agreement. Upon registration, AffRunner will establish a Vendor’s account on your behalf and generate a unique login ID and passwords. To be eligible for becoming a vendor on our platform, you must be up to 18 years old and above or up to the legal age to enter into a contract as may be permitted by your region or country. Upon registration, you shall be required to provide certain personal information which you guarantee to be valid, accurate, complete and updated as impersonation and misinformation shall not be permitted on our websites. Failure to do so shall be considered to constitute a breach of these agreement, which may result in an immediate termination or suspension of your account with us.

By registering with us, you accept that you shall not use as an Account ID, impersonate; or use as an Account ID a name that is subject to any rights of a person other than you without any appropriate authorization; or use as an Account ID a name that is considered offensive, obscene, and vulgar. If any of the above is noticed, we reserve the right to refuse registration of, or cancel such account in our sole discretion without notifying you.

You shall not use the Website and/or the Services for any purpose that is unlawful or prohibited by this Agreement and legal requirements. The Vendor's registration at the Website implies the Vendor's confirmation and a guarantee that by selling Products to AffRunner, the Vendor will act honestly and in such way that it would meet the interests of both the Vendor and AffRunner. AffRunner reserves the right to restrict the Vendor's usage of the Website without prior notice if the Vendor uses the Website in unlawful or other unaccepted manner.

6. PRICING POLICY

1. Vendor warrants that all prices, benefits or allowances for its merchandise through the AffRunner platform are not less favorable than those prices, benefits or allowances currently extended by Vendor to any other customer for the same merchandise through another online sales portal.

2. All prices will be provided by Vendor on the signing of this Agreement. Any change in prices shall require a 14 days prior notice in writing under an approved signatory.

3. Every product listed for sale by the Vendor shall be reviewed by AffRunner before displaying it publicly to be purchased by End users. AffRunner reserves the right to deny any Product for reasons it may deem fit.

4. The Vendor agrees to provide AffRunner with access to the Vendor’s Products in advance by providing AffRunner with download link or the actual Product to display on the AffRunner platforms. AffRunner will calculate sales and pay the Vendor on a weekly or bi-weekly basis.

5. The Vendor guarantees AffRunner that it shall maintain enough inventory for every listed product in order to allow AffRunner fulfil all purchases in a timely and efficient way.

7. QUALITY OF LISTED PRODUCTS

Vendor agree to provide and sell only Products that are of good quality and that are in compliance with internal standards.

Vendor guarantee that the listed Products for sale will be functioning normally and meet standard quality requirements and conditions of the respective kind of Products and will not have any hidden deficiencies. AffRunner shall not be responsible for any damage arising from the End User's failure to follow instructions relating to the use of any purchased product. In the event that the product provided by the vendor is of a substandard quality, AffRunner or the End User shall be eligible to return faulty Products and the Vendor agree to replace such returned product with good ones.

8. PACKAGING

1. Vendor agrees that AffRunner shall not be liable for the inspection or packaging of merchandise before delivery and that all warranties, representations and conditions, statutory, legal or otherwise and whether express or implied, shall survive inspection, installation, acceptance, and payment by AffRunner’s customers.

2. The offer By AffRunner of Vendor’s goods and services for sale shall not relieve Vendor from any obligations under any warranties, representations, conditions or guarantees. Further, Vendor warrants, represents and guarantees that the design, manufacture and packaging (including all warnings and disclaimers) of Vendor’s merchandise complies with all applicable local laws, codes, ordinances, rules and regulations.

3. Vendor, by selling through AffRunner’s online sales program, warrants, represents, and guarantees the following:

(a) That the price and other terms and conditions of sale, and all guarantees, warranties, labels, packaging, instructions, and warnings furnished in connection therewith, comply with all Laws;

(b) That, if required by Law or legal precedent, the labels, packaging, instructions and warnings accompanying Vendor’s merchandise are multilingual and/or contain universally accepted symbols.

(c) That the weights, measures, signs, legends, words, particulars, or descriptions, if any, stamped, printed, or otherwise attached to the merchandise or containers or referring to the merchandise delivered hereunder are true and correct and comply with all Laws.

(d) That the merchandise delivered does not infringe any actual or alleged patent, design, trade name, trademark, trade dress, copyright, trade secret, other intellectual property or any right or entitlement of any third party.

9. PAYMENT POLICY

1. All online sales processed by AffRunner will incur all applicable commission fees for using the AffRunner platform.

2. Vendor agrees to accept to be entitled to payment only after the listed product has been successfully sold.

3. AffRunner has the right to carry out at any time, anti-fraud checks including but not limited to the manual review and verification of End Users provided data.

4. As at the point of listing the Vendor’s product on our website, AffRunner automatically purchases the Product from the vendor at a wholesale price as shall be displayed by the vendor. AffRunner shall not be restricted by the Vendor as to the price charged to End Users for the resale of Products purchased from the Vendor and may change the final price of the Product as it may wish.

5. AffRunner will not charge sales tax on any voucher sold and it is the sole responsibility of the Vendor to collect and track all sales tax amounts due to their taxing authority.

6. In the event that any monies are due to AffRunner from Vendor, it will be deducted from the payment automatically, or, if no payment is due Vendor will be invoiced for any amount outstanding.

10. INSURANCE

Vendor shall procure and maintain Commercial General Liability and specific Products Liability insurance for all listed products on our platform.

11. PRIVACY

1. AffRunner may collect personally identifiable information concerning Vendor’s patrons during the course of sale.

2. AffRunner will keep all personally identifiable information as secure as the industry deems acceptable.

3. All personally identifiable information collected by AffRunner becomes the sole property of the AffRunner and may be used by AffRunner, its partners, subsidiaries, or agents but such Personal information will NEVER be disclosed to third parties except where required by law.

12. WARRANTY DISCLAIMER

The service is provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, either express or implied, including but not limited to warranties of title, no infringement, implied warranties of merchantability or fitness for a particular purpose or any warranties arising from course of dealing or usage of trade. No advice or information given by AffRunner, its affiliates, its licensers, its contractors, or their respective employees warrants that the service will be uninterrupted or error free or that any information, software or other material accessible on via the service is free of viruses, cancel bots, worms, trojan horses or other harmful components.

13. LIMITATION OF LIABILITY

Under no circumstances shall AffRunner, its affiliates, its licensers, its contractors, or their respective employees be liable for any direct, indirect, incidental, special, punitive or consequential damages that result in any way from vendor’s use of or inability to use the service or to access the internet or any part therefore, or vendor’s reliance on or use of information services or merchandise provided on or through the service, ort that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, any failure of performance, computer virus, communication line failure, theft or destruction or unauthorized access to alteration of or use of vendor’s account, whether for breach of contract, negligence or under any other cause of action. In the event AffRunner is found liable under any circumstance under the terms of this agreement, AffRunner’s liability shall be limited to the total fees charged by AffRunner to the vendor during the course of the current fiscal year.

In the event that the Vendor becomes dissatisfied with the service or with any terms, conditions, rules, policies, guidelines or practices of AffRunner in operating the service, Vendor’s sole and exclusive remedy is to discontinue using the service.

14. MISCELLANEOUS

1. Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within the context. The word “or” when used in a list of more than two items may function as both a conjunction and a disjunction as the context requires or permits.

2. The headings of articles, sections, and subsections used within this agreement are included solely for the convenience and reference of the reader. They shall have no significance in the interpretation or construction of this agreement.

3. This agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to its conflicts of law provisions. Any cause of action Vendor may have with respect to the agreement must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

4. Venue for litigation of any dispute, controversy, or claim arising out of, in connection with, or in relation to this Agreement, or the breach thereof, naming AffRunner as the defendant, shall be proper only in a venue determined by AffRunner.

5. AffRunner shall not be liable or deemed to be in default for any delay or failure in performance under this agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation or any cause beyond the reasonable control of AffRunner.

6. In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect.

7. AffRunner’s failure to insist upon or enforce strict performance of any provisions of this agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this agreement.

8. In any action between AffRunner and Vendor to enforce any of the terms of this agreement, AffRunner shall be entitled to recover expenses, including reasonable attorney’s fees or collection fees.

15. MODIFICATION

1. AffRunner reserves the right to modify this agreement from time to time and Vendor's continued use of the program shall be deemed Vendor's acceptance of any such modifications. It is the Vendor's responsibility to check regularly to determine whether this agreement has been modified. If Vendor does not agree to any modification of this agreement, Vendor must notify AffRunner immediately in writing of their request to discontinue their participation in this program.

16. ENTIRE AGREEMENT.

This agreement constitutes the entire legal agreement between AffRunner and Vendor with respect to services provided.