Carro Retailer Agreement

Last updated: May 13th, 2025

Carro allows merchants of physical goods (“Suppliers”) to offer their goods (“Products”) for sale on e-commerce websites, mobile apps, and other platforms (“Shop”) of third-party e-commerce merchants (“Retailers”).  This Retailer Agreement sets forth Carro’s expectations of Retailers and are part of Carro’s Terms of Use located at (https://www.getcarro.com/terms-of-service). By opening a Carro account and participating as a Retailer, you are agreeing to this Retailer Agreement and our Terms of Use. If you are both a Supplier and a Retailer on Carro, you agree to abide by the Supplier Agreement requirements when acting as a Supplier and to abide by the Retailer Agreement when acting as a Retailer.

1. ‍Roles and responsibilities.
   Carro offers a technology solution to enable the offering of Supplier Products on the Retailer Shop and sale of Products from Supplier to Retailer, but Carro is not a party to any transaction and has no responsibility for any claims relating to Products, shipping or fulfillment, customer service, product warranty, compliance, or other issues arising from the transaction other than those relating to the performance of Carro’s technology.  
   
   Supplier is responsible for providing Product Data to Carro, and Carro will enable Retailer to offer the Products for sale on the Retailer’s Shop using the Product Information. Retailer will be the seller of record in connection with Product purchases by Retailer’s customers (“Customers”). When a Customer places an order with Retailer for Supplier’s Product (an “Order”), Supplier will sell the Product to Retailer, Retailer will sell the Product to Customer, and Supplier will fulfill the Order to the Customer. ‍
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2. Retailer Business Information.
   
   a. Supplier must ensure that its business information provided to Carro is accurate and up to date at all times. Such business information may include a valid business name, address, contact telephone number, tax information (e.g., a completed W9 form), and email address, along with information regarding Supplier ’s business activities. In accordance with applicable law, Carro may verify the business information Retailer provides. Verification may include a third party verification process and Retailer may be required to provide such business information to a third party working on behalf of Carro or to Carro directly. Carro may also display such business information on product listing, seller pages, and/or order or transaction pages.
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   ‍b. Payment Information. Retailer must provide Carro with  valid credit card information from a credit card acceptable to Carro ("Retailer Credit Card"). Retailer must ensure the Retailer Credit Card information is accurate, complete and valid at all times. Retailer acknowledges that the failure to provide an accurate and up to date  Retailer Credit Card will interfere with completing Orders. If Carro is unable to remit payment for Orders to Suppliers using the Retailer Credit Card  because such account information is inaccurate, invalid, or out of date, Carro will make reasonable attempts to inform Retailer of the issue by email to the email address on file with Carro. If Retailer does not timely respond and provide updated Retailer Credit Card information Retailer agrees any Orders placed on Retailer’s Shop will not be fulfilled.
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3. Offering Products for Sale. Retailer agrees to make Products available for purchase on the Retailer Shop no later than two (2) weeks after completing Carro implementation. All Products must conform with the “Prohibited Products Policy” attached as Exhibit A, as it may be updated by Carro from time to time.
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4. Payment Fraud. Retailer will bear the risk of payment fraud (i.e., fraudulent purchase arising from the theft or unauthorized use of a third party's credit card information) occurring in connection with any Orders. If a fraudulent Order is placed on the Retailer Shop and fulfilled by a Supplier, Retailer is responsible for any losses incurred by Supplier and Carro is not responsible for any losses incurred by either Supplier or Retailer. ‍
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5. No Third-party Marketplaces. Retailer agrees not to list any Products on any external marketplaces. Retailers cannot take Products from Carro Suppliers and sell them on external marketplaces like Etsy, Walmart, Amazon, etc. Retailers found to be re-listing Products on third party marketplaces will be suspended or terminated from Carro. ‍
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6. Refunds. Retailer must receive approval from the Supplier before it can initiate a Customer refund for an Order that was already fulfilled by the Supplier. ‍
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7. Taxes and Fees. As between the parties and unless otherwise noted, Retailer will be responsible for all sales, goods and services, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid in connection with any Orders and the payment of all such taxes and duties to the relevant taxing authority. Carro is not obligated to determine whether any taxes or duties apply, nor is Carro responsible for the reporting, collection or remittance of any taxes from Product order transactions. However, if a taxing authority requires Carro to pay any taxes assessed, incurred or required to be collected or paid in connection with any sale of Products by Retailer through the Carro platform, Retailer will promptly reimburse Carro for the amounts paid.  Retailer is solely responsible for the payment of any regulatory fees associated with any Order.‍
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8. Cross-border sales and shipments. For all Orders where the Product must be shipped cross border, Retailer and/or Retailer’s agent shall be treated as the importer of record for the ordered Product and shall be solely responsible to pay all import duties, fees and other expenses associated with importing the Product into the Customer's country of residence.‍
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9. Insurance. Retailer, at its sole cost and expense, will maintain in effect at all times during the term of this Agreement, sufficient insurance to cover its obligations and liabilities under this Agreement, which in any event will be no less than US$1,000,000 per occurrence or US$2,000,000 in the aggregate (or equivalent currency); provided however, that the limitations of coverage in Retailer's insurance policies will not limit Retailer's indemnification obligations to Carro. Such insurance will include, without limitation, commercial general liability, product liability, completed operations, and personal injury and advertising liability. Upon request at any time, Retailer will provide Carro with certificates of insurance or evidence of coverage. ‍
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10. Communications. Retailer agrees that prompt and professional communication is essential to successfully selling Products on Carro. Retailer agrees to respond to outreach from Carro or partner Suppliers or Retailers within two (2) business days.‍
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11. NonCircumvention. All e-commerce partnerships between Retailers and Suppliers must take place within Carro. Retailer agrees not to solicit other Retailers or Suppliers to (a) leave Carro, (b) collaborate on e-commerce transactions other than through Carro or (c) make any attempt to avoid paying Carro fees for the sale of Products. ‍
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12. Nondisparagement. Retailer agrees not to disparage Carro, its employees, or its products or Services.‍
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13. Fraud and Dishonesty. Retailer agrees not to engage in dishonest or illegal behavior including without limitation fraud, phishing, scamming, money laundering and tax fraud. Violations will result in termination of all Retailer partnerships, Retailer and its employees being permanently banned from Carro and reported to Retailer’s e-commerce platform and the appropriate authorities. ‍
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14. Customer Data.
    ‍a. “Customer Data” means any personal information of any Customer provided by Retailer to Carro, including without limitation name, address, phone number, email, credit card or payment information, communication history, and purchase history.
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    ‍b. Lawful Processing. Retailer agrees to abide by all applicable data protection laws when collecting, storing, or otherwise processing Customer Data. In accordance with applicable data protection laws, Retailer shall collect all necessary consents and provide all necessary notices to Customers to ensure that Carro can process Customer Data to provide our Services. If any necessary consents are revoked, and no other lawful basis remains, you will communicate the fact of such revocation to Carro.
    
    c. Retailer shall instruct Carro (and authorizes Carro to instruct each subprocessor) to process Customer Data to provide the Services on behalf of the Retailer and shall remain at all relevant times duly and effectively authorized to give these instructions to Carro.
    
    d. To the extent we process personal information as a processor or service provider on your behalf, you can contact us at legal@getcarro.com to execute a copy of our Data Protection Addendum.
    
    ‍e. Security Incidents. Retailer must follow industry best practices to prevent any compromise of its information systems, computer networks, or data files by unauthorized users, viruses, or malicious computer programs. Retailer must notify Carro as soon as possible of any Security Incident. "Security Incident" means any unauthorized or unlawful access, use, disclosure, transfer, or other processing destruction, loss, alteration, of or to Customer Data.
    
    ‍f. Anonymized Data. Carro may use Anonymous Data for any purpose that we determine in our sole discretion. We shall take reasonable measures to ensure that the Anonymous Data cannot be associated with a Customer, household, or device. We publicly commit to maintaining and using the Anonymous Data in deidentified form and shall not attempt to reidentify the data, except for the purpose of determining whether our deidentification processes are sufficient. “Anonymous Data” means information that relates to a group or category of Customers and/or individuals, from which personally identifiable information allowing the identification of individuals is removed.
    
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15. Advertising Policy. When advertising your Shop or Products within your Shop, you agree to comply with the applicable advertising laws and social media advertising guidelines. We reserve the right to modify, suspend or terminate your access to the Services for any violations of this Advertising Policy. Complying with this subsection may require you to comply with Federal Trade Commission (FTC) Guidelines, which means (i) including terms such as “(paid link)”, “#ad” or “#CommissionsEarned”; and (ii) placing these terms in or near any advertising in a location that customers will notice easily. You agree to review the FTC Endorsement Guides and Facebook’s Advertising Standards. You agree to indemnify and hold us harmless for any violations of this subsection, in accordance with the Terms of Use.

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16. Food, Drug, and Export Restrictions
    a. ‍Third Party Representations. If you sell or otherwise offer Products that provide representations and/or warranties regarding the Product (e.g., nutrition, ingredient, allergen, and other product information), you agree that it is solely your responsibility to ensure that such information is accurate, complete, and made in accordance with applicable laws.
    
    ‍b. Food and Drug. If you sell or otherwise offer Products that are regulated food or drugs, you represent and warrant that such Products shall comply with the applicable laws governing the export, import, and provision of such Products in the United States and in the jurisdictions in which the Customer resides, operates, or will receive shipments.
    
    ‍c. Export Controls. You understand and agree that you, your Shop, or the Products you offer may be subject to export controls of the United States. To the extent permissible under applicable domestic laws, you cannot allow, permit, or authorize our Services to be downloaded, used, exported, or re-exported: (1) into (or to a national or resident of) any country or other jurisdiction to which the United States has embargoes; (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (3) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all applicable trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions, including as set forth in subsections (1) – (3) above.
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17. Indemnification. Retailer hereby agrees to indemnify, defend and hold harmless Carro, the Suppliers, and their respective affiliates, officers, directors, employees, representatives and agents (collectively, the "Indemnified Parties") from and against any and all losses, costs, damages or liabilities, including, without limitation, attorneys' fees, costs and expenses, as a result of: (a) any claim or cause of action asserted against an Indemnified Party in connection with an Order, the Shop, or the Customer Data (including, without limitation, any claim for product liability, breach of warranty, warranty service, personal injury, property damage, insect infestation, or infringement or misappropriation of any intellectual property rights, rights of privacy or publicity or any other proprietary rights of any third party, including without limitation any claim that a Product is counterfeit or inauthentic); (b) a breach or alleged breach of Retailer’s obligations under this Retailer Agreement or any Order; (c) any misuse or disclosure of Customer Data, including, but not limited to, a Security Incident; or (d) the negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Retailer, its agents, employees or representatives (collectively, "Claims"). An Indemnified Party will give prompt notice of any Claims to Retailer. An Indemnified Party may participate in the defense of any Claims by counsel of its own choosing, at its cost and expense. Retailer will not settle any Claims without the Indemnified Party's prior written approval not to be unreasonably withheld.
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18. No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Carro, or any third-party provider as a result of your agreement to this Retailer Agreement, the Terms of Use, or your use of the Services.
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19. Dispute Resolution. In the event any dispute arises out of or in connection with this Supplier Agreement or the Terms of Use (each, a “Dispute”), the parties will make good faith efforts to resolve the Dispute within 60 days of written notice of the Dispute from the other party. Nothing in this Supplier Agreement will prevent either party from seeking individualized provisional or preliminary relief from any court of competent jurisdiction.

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‍Exhibit A

Prohibited Products Policy

The following Products are prohibited for sale through Carro.

1. Services;
2. Illegal, stolen or counterfeit products;
3. Used, recalled or defective products;
4. Products that infringe the copyrights, trademarks, or intellectual property or personal rights of others;
5. Products from AliExpress or any other third-party drop-shipping services. All products that Suppliers supply to the Carro network must be products Supplier makes & ships itself;  
6. Products that contain offensive, violent, obscene, cruel or inappropriate content in product names, descriptions, logos, or images, including but not limited to:
   a. Profanity or symbols/signs representing profanity;
   b. Pornographic, sexually explicit, or sexually violent content;
   c. Promotion, depiction or glorification of illegal activity;
   d. Promotion, depiction or glorification of violence towards others or self;
   e. Promotion, depiction or glorification of hatred, intolerance, violence, ridicule, and/or bigotry toward a group of people or the promotion of organizations fostering these views (e.g., Nazi memorabilia);
   f. Promotion or glorification of cruelty towards animals

It is Retailer’s responsibility to be familiar with all Products that you supply or offer for sale and understand all the laws governing their sale and distribution. All your Products must comply with this Prohibited Products Policy at all times. Repeated violations of this policy may result in immediate removal of your Products and suspension or termination of your account.  

In some cases third parties may flag Products that they allege violate our policies or infringe on the intellectual property rights of others. Carro may remove any Product that we reasonably believe violates the law, our policies, or poses a threat or risk to Carro.

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