MAIN STREET MARKET & GIFTS, INC. VENDOR TERMS OF SERVICE

The translated version of this document is being provided for convenience only. The English version of this document shall control in the event of any conflict.

Effective February 15th, 2026

  1. Overview

Thank you for your interest in becoming a Vendor on the Main Street online marketplace, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Vendor Terms of Service (“Vendor Terms”), the terms “Main Street,” “us,” and/or “we” refer to Main Street, Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Vendor. These Vendor Terms, along with Main Street’s Terms of Service (“General Terms”) and Privacy Policy, govern your sale of products as a Vendor through the Services. These Vendor Terms reference and link to various Main Street policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Vendor Terms. You hereby acknowledge and agree to the set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Vendor Terms, the word “include” or “including” means “including, but not limited to”.

  1. Key Definitions
  1. “Vendor” means a seller who offers to sell and/or sells its products to Customers through the Services. The term “Vendor” also includes “Distributor” as defined below.
  2. “Distributor” means a seller who offers to sell and/or sells a third party Vendor’s products to Customers on the Services under express, valid and continuous authorization from such third party Vendor.
  3. “Customer” means a buyer who purchases products through the Services for the purpose of resale.
  1. Account Registration – Vendor Account
  1. Vendor Account. To sell products through the Services as a Vendor, you must submit an application to become a Vendor and be approved by Main Street for an account (“Vendor Account”), as further set forth in the General Terms. By accepting these Vendor Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety, and if you are a Distributor, proof that you have the necessary rights from applicable third party Vendors whose products you seek to distribute on the Services) during the Vendor application process (as detailed in the General Terms), you authorize Main Street and its affiliates and payment processors to settle and disburse funds to you and on your behalf, and on behalf of any third party Vendors whose products you seek to distribute on the Services. Main Street will use good faith efforts to review your application to become a Vendor as soon as possible. You acknowledge that Main Street is only able to accept a limited number of Vendors at any given time, and that Main Street is not obligated to accept you as a Vendor. You hereby release Main Street from any liability regarding the acceptance process.
  2. Wholesale Relationships. Main Street understands that Vendors have sales representatives in certain territories. If you have such sales representatives, Main Street will work with you to block off certain geographical areas where your sales representatives are located so that you do not receive orders from those geographical areas. To initiate geographical blocking, you will need to contact us.
  3. Distributors. If you intend to distribute a third party Vendor’s products on the Services, you must obtain express written consent from the applicable third party Vendor. Such consent must include all relevant third party Vendor details (including, without limitation, Vendor name, products to be sold, and relevant contact information), all of which Main Street requires for legal and quality purposes. As a Distributor, you acknowledge and agree that a third party Vendor may in its discretion choose to list its products directly on the Services, in which case the relevant products would be removed from your listing as a Distributor.
  1. Onboarding
  1. Shop Page. Each Vendor has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) (“Shop Page”). Main Street will create and design your Shop Page with the information you provide (or you may do so yourself if certain self-onboarding features are available in our discretion, except that such self-onboarding features do not apply to Distributors unless otherwise authorized by Main Street in writing in its sole discretion). You agree that Main Street may adjust, edit or remove Content you submit in order to comply with Main Street’s internal specifications and requirements. Main Street reserves the right to approve the final look and feel of your Shop Page in its sole discretion. To have Main Street create your Shop Page, you must provide a catalog file, high resolution photography and your minimum order number, all described below. Main Street may ask for additional information as needed. As soon as your Shop Page is created, Main Street will send you an activation email.
  2. High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by Main Street, and Main Street will select the best quality and most appropriate photographs for your Shop Page. Main Street reserves the right to reject content that violates Main Street’s guidelines or these Vendor Terms.
  1. Content License, Representations and Warranties
  1. License. In connection with your use of the Services, you hereby grant to Main Street a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your Content on, through or by means of the Services and any of Main Street’s advertising, marketing, publicity and other initiatives and events. Main Street does not claim any ownership rights in any of your Content and nothing in these Vendor Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that Main Street may at its option, grant a limited, revocable sublicense to Customers to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.
  2. Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to Main Street the rights in such Content as contemplated under these Terms (including, without limitation, all rights, licenses, consents and releases from applicable third party Vendors if you are a Distributor); and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by Main Street or a Customer of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. Main Street takes no responsibility and assumes no liability, and you hereby release Main Street from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify Main Street per the terms of the Indemnification section herein.
  1. Product Listing and Compliance
  1. Product Listing. Main Street requires each Vendor to list their entire wholesale catalog, unless otherwise agreed in writing by Main Street, and provide a description for each product. Main Street reserves the right to accept or reject any products and has final discretion as to the content of the final Shop Page. Vendor’s available products will at all times comply with Main Street’s Product Guidelines regarding prohibited products.
  2. Product and Content Compliance. All products made available on Main Street, and related Content, must meet Main Street’s Product Guidelines, found here. You acknowledge and agree to: (i) abide by Main Street’s Product Guidelines and to refrain from making available any prohibited products identified in Main Street’s Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including (a) that they are allowed to be sold from your jurisdiction and into the Customer’s jurisdiction and (b) if you are a Distributor, that you are properly authorized to do so by the applicable third party Vendor(s). You acknowledge and agree that Main Street is not responsible for determining whether you meet the above requirements, you hereby release Main Street from any liability with respect thereto and agree to indemnify Main Street as set forth in the Indemnification section set forth below. Failure to comply with Main Street’s Products Guidelines may result in the temporary suspension or permanent termination of your Vendor Account, in our sole discretion.
  1. Product Pricing
  1. Pricing Consistency. You acknowledge and agree that your prices on your Shop Page will be consistent with all other wholesale and retail channels where your products can be found in the applicable region. Product prices on your Shop Page must be displayed exclusive of indirect taxes, such as sales tax (in the U.S.), GST/HST, QST, PST (in Canada) or similar taxes.
  2. Price Audits. You acknowledge and agree that Main Street may perform routine price and content audits of the products listed on your Shop Page. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Customers. In the event a discrepancy is found, Main Street may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, Main Street reserves the right to temporarily suspend or permanently terminate your Vendor Account.
  1. Title, Returns, Promotions
  1. Vendors are responsible for all returns and refunds. Main Street will only step in if requested by either party involved.
  1. Commissions, Payment Processing Fees, and Payout Schedules
  1. Acceptance of Terms. By accepting these Vendor Terms, you acknowledge and agree to the Commissions and, Payment Processing Fees(as defined in this Section), calculations, other identified costs, and payout schedules set forth below. You agree and authorize Main Street and/or its payment processors to deduct all Commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account as designated by you through your Main Street account. If you are a Distributor, you acknowledge and agree that you have the power and authority to agree to the foregoing with respect to all third party Vendors whose products you distribute on the Services.
  2. Commissions. Main Street will withhold 10% of the order total as Commission for using our marketplace.
  3. Calculation. Commissions are calculated based on the dollar amount of the Order Subtotal. Any items that a Customer marks as damaged, missing, or otherwise defective are deducted from the payout of the order (Main Street does not receive a commission on these items). If you send a replacement for a damaged, missing, or defective item, Main Street will pay you for the invoiced cost of the replacement item.
  4. Agent Authorization. For Vendors located in the United States, the following provision applies: In connection with the Services, you authorize Main Street, and Main Street agrees to act, as your agent for the purposes of holding, receiving and disbursing funds on your behalf. As such, Main Street’s receipt of any payment from the Customer is deemed by the Vendor as receipt of such funds by the Vendor. Main Street will comply in all respects with instructions originated by you, meaning that you assume sole and complete responsibility, without recourse to Main Street, for any actions in accordance with the payment instructions you provide. You further acknowledge that there is no risk of loss to the Customer initiating the transaction if Main Street fails to remit any amounts due to you.
  5. Payout Schedule; Payment Processing Fee.
    • Vendors with appropriate Payment gateways setup will receive payment upon order completion. The processing fee for the order is passed to vendor in the form of 2.9% + $0.30 or the current rate that the Vendor’s payment processor provides. Vendors without proper Payment gateways will be paid out every following Monday once an order is completed. A processing fee of 2.9% + $0.30 will be applied to the payout.
  6. Taxes. All of Main Street’s fees (including Commission and Payment Processing Fees) are exclusive of indirect taxes, including sales tax, fees and similar indirect taxes that may be applicable as a result of applicable U.S., Canadian or other foreign law. Based on applicable U.S. state enacted marketplace facilitator laws, Main Street is responsible for the sales tax compliance associated with sales to Customers in the U.S., including the maintenance of data sufficient to support the treatment of transactions as sales for resale. To the extent the Services Main Street provides are themselves subject to indirect taxes or fees, Main Street will calculate the applicable indirect taxes and fees payable. Such taxes or fees shall be added to Main Street’s fees for services as provided by law.
  1. Shipping – Costs, Lead Times, Shipping Providers, Damaged Products
  1. Shipping Costs. Vendors have the option to use “Ship with Main Street”(i.e., Main Street-provided shipping labels) for Main Street negotiated discounted shipping rates. Where a Vendor uses Ship with Main Street, shipping costs may appear on a Customer’s invoice, in which case such shipping costs together with any applicable taxes will be excluded from the Vendor payout. When you ship on your own account, shipping costs may not be inflated by Vendor in any way. For the avoidance of doubt, Main Street is not responsible for handling transport or customs clearance of any Vendor products, whether you use Ship with Main Street or you ship on your own account. Main Street and its customers have a shared interest in finding the fastest and most cost-effective shipping solutions. In some instances where Main Street is funding shipping costs, Main Street may require you to use Ship with Main Street to ship your goods to Customers or may limit your reimbursement amount to a rate Main Street has negotiated with carriers if you choose to ship on your own account, at Main Street’s discretion.
  2. Tracking Number. If you ship on your own account, you will be asked by Main Street for, and you agree to provide within your account, tracking information for each order and if an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), Main Street will automatically send an email to the Customer letting them know the order is on its way. Although not required, Main Street recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.
  3. Damaged or Missing Products. Customers are responsible for reaching out to you through the Services to try to resolve issues relating to damaged or missing items in an order. Main Street will notify you if a Customer reports to Main Street directly that a product is damaged or if an order is missing items. Main Street will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue. If you have shipped on your own account, you alone are responsible for making a claim with your shipping provider. You hereby release Main Street from any liability with regard to any damaged or missing items, whether you used Ship with Main Street or you shipped on your own account. Main Street reserves the right to deduct payouts or charge the bank account or any payment method we have on file associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with Main Street, but we reserve the right to reject any dispute/claim created by you about the charge.
  4. Shipping Insurance. Main Street does not require you to purchase shipping insurance. However, whether you ship on your own or use Ship with Main Street, Main Street strongly recommends that you do so in order to facilitate any shipping dispute you have with a Customer. Shipping protection and insurance may be offered by third parties. Unless explicitly agreed to by the parties in writing, Main Street is not responsible for any shipping protection or insurance products.
  5. You are responsible for ensuring the customs-related information you provide to Main Street or otherwise list on the Service is accurate, including but not limited to country of origin, shipping location, and compliance with tariff-related treaties such as the USMCA. When shipping orders via the Service internationally, you are also responsible for timely providing any documentation or information with shipment that is necessary for the importer (typically the Customer) to obtain the lowest appropriate price based on the customs-related information you have provided for your product listing on the Service.
  1. Inventory, Orders, Recalled Products
  1. Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any products that are discontinued or are out of stock through your Vendor Account portal. It is your responsibility to keep your product catalog current and up-to-date based on availability (whether items are back-ordered or discontinued).
  2. Orders. Main Street will send you an email each time a Customer places an order for your products. Your Vendor Account will also be updated with new order details. You will be able to review the order details, edit inventory availability and accept or cancel the order. You must accept or cancel an order within 2 business days of receiving the email notifying you of the order. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Repeated order cancelation may result in the temporary suspension or permanent termination of your Vendor Account, in our sole discretion.
  3. Right to Refuse. You have the right to refuse any order by a Customer for any reason. Repeated refusal may impact your visibility and search placement within the Services to Customers.
  4. Recalled Products. You agree to immediately inform Main Street if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Customers; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled.
  5. No Circumvention. Once an order has been placed through your Shop Page by a Customer, you agree that you will fulfill all orders placed by such Customer through the Services. You further agree to not influence Customers to transact offline outside of the Services in any manner, or otherwise circumvent Main Street’s process in order to transact orders with Customers who were introduced to you through the Services offline or outside of the Services in any manner. Main Street reserves the right to deactivate or terminate your account if you fail to abide by these terms.
  6. Vacation Mode. If you are going on vacation, or are unable to accept new orders for a period of time, you may pause your Shop Page for up to 12 weeks at a time using “Vacation Mode” found in your Vendor Account tab. You will still be able to access your Vendor Account and we encourage you to fulfill any orders you have already accepted while on “Vacation Mode.”
  1. Commitment to Quality and Service
  1. Minimum Standards. Vendor and Customer satisfaction is of utmost importance to the long-term health and success of the Main Street community. Accordingly, Vendors are subject to the following minimum standards in connection with the Services:
    1. To accurately list and describe available products on your Shop Page;
    2. To comply with any governmental guidelines related to product labeling;
    3. To timely accept or cancel an order from a Customer;
    4. To timely fulfill and ship orders to Customers using a reputable shipping provider;
    5. To promptly and effectively respond to Customer inquiries; and
    6. To promptly resolve missing or damaged orders with a Customer.
  2. Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Vendor’s minimum standard requirements, Main Street will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Customers. Reviewed individually and as a whole, these metrics help Main Street determine whether you are meeting Main Street’s expectations on delivering a great experience for the Customers. Such metrics also include:
    1. Accuracy of product listings;
    2. Catalog completeness;
    3. How often your shipments are later than the expected shipping date;
    4. How often you provide a valid tracking number;
    5. How long it takes you to accept or cancel new orders;
    6. How often your orders are reported as damaged or missing products:
    7. How often your products are on backorder, returned or canceled;
    8. How promptly and effectively you respond to Customer inquiries; and
    9. How promptly and effectively you resolve missing or damaged orders with a Customer.
  3. Volume Considerations. Main Street takes volume consideration into account when calculating metrics. For example, if a Vendor has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that metric is technically over Main Street’s target, it does not necessarily reflect an actual problem with performance given the low volume of orders.
  4. Evaluation. Main Street typically evaluates a Vendor’s performance using the above metrics on an ongoing monthly basis, and more frequently during high volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged Vendor Account and/or the extent of available data. Main Street reserves the right to adjust its evaluation criteria as needed.
  5. Accountability. If Main Street determines that you are not meeting the minimum standards of quality and service, Main Street may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Vendor Account. Main Street also reserves the right to put limits on your Vendor Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Customers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.
  6. Suspended Accounts. If your Vendor Account is suspended for performance issues, you may appeal for re-activation by providing Main Street with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If Main Street in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Vendor Account is erroneous, you may contact Main Street and explain why.
  1. Promotion; Email and Marketing Tools

Unless you opt out as set forth below, Main Street may feature certain Vendors, products and Content at the top of their respective category, on Main Street’s landing pages, in advertisements, email, social media accounts or in any other channels or media in its discretion. Main Street may choose to bid on a Vendor’s Vendor names and keywords relating to the Vendor’s products in advertising products and may create SEO optimized pages or campaigns for Vendor Vendors. Main Street shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please contact us. Main Street may also offer Vendors email and marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted). You represent and warrant that you have and will have all requisite permissions and consents from a Customer or prospective Customer to provide their name and email address to Main Street through your use of the Services, including any email and marketing tools. You acknowledge and agree that use of any email or marketing tools made available through the Services by you or your affiliates or agents will be in compliance with applicable laws, including without limitation, CAN-SPAM. Use of any email or marketing tools made available through the Services in a manner that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited and Main Street reserves the right to throttle or limit the number of emails sent to Customers via such tools.

  1. Main Street Messenger

Customers and Vendors may contact each other directly through Main Street Messenger on the Services. You agree to use Main Street Messenger only for legitimate business purposes, such as responding to a Customer’s question about your products or the status of an order, or to resolve business issues. You agree to not abuse Main Street Messenger, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to answer a Customer’s question or resolve issues, you may contact Main Street directly.

  1. Product Liability Insurance

All Vendors are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on Main Street in such amount as is reasonable and customary for companies of comparable size and activities. Main Street reserves the right to request proof of such insurance coverage and other relevant information at any time.

  1. Indemnity

You agree to defend, indemnify, and hold Main Street, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Vendor Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

  1. Prohibited Uses

Main Street will have the right to investigate and prosecute violations of these Vendor Terms to the fullest extent permitted by law. Main Street may involve and cooperate with law enforcement authorities in prosecuting users who violate these Vendor Terms. You acknowledge and agree that Main Street has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Vendor Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Content that Main Street, in its sole discretion, considers to be in violation of these Vendor Terms or otherwise harmful to the Services. Main Street reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Main Street suspects illegal activity may be taking place.

  1. Termination

If you breach any of these Vendor Terms, Main Street will have the right to temporarily suspend or permanently terminate your Vendor Account, your eligibility to participate in any programs (including Main Street Direct) or promotions offered by Main Street, and/or terminate these Vendor Terms and/or the General Terms, in its sole discretion and without prior notice to you. Main Street reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Main Street terminates these Vendor Terms or your Vendor Account for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with Main Street at any time by contacting us or as otherwise indicated in your Vendor Account portal. Main Street will take down your Shop Page as soon as practicable and will close your Vendor Account once there has been an accounting of all monies due and owing. In the event of any termination of your Vendor Account, all program benefits or other promotional incentives accrued or earned by you or related to your Vendor Account will cease or otherwise be canceled.