Retailer Terms

These Retailer Terms are part of the Terms and Policies, and will apply, and can be modified, as described in the Terms and Policies (which includes also this document). We encourage you to review them.

The Service allows Retailers to source Products from Suppliers so that the Retailers can sell those Products through the Retailers’ Shops.

1. Retailer Data. In your role as a Retailer, you shall input into the Service data relating to you as a Retailer including, but not limited to, all data required by the Service (all input data, “Retailer Data”). You shall cause all Retailer Data to be accurate, complete and up to date at all times. Examples of such information that you may input into the Service (which would then constitute Retailer Data upon being input) may potentially include, but not be limited to, a valid business name, address, contact telephone number, tax information (e.g., a completed W9 form), and email address, along with information regarding your business activities. In accordance with applicable law, we may verify any or all Retailer Data. Verification may include a third party verification process and you may be required to provide such information to a third party working on behalf of Carro or to Carro directly. Carro may also allow such information to be displayed or otherwise disclosed to Third-Party Participants or to the public. You consent to all of the foregoing.

2. Payments.

(a) Payment Mechanism. In order to pay Fees to Carro, and in order to make payments to Supplier using a Service integration, you will have to provide a Third-Party Payment Provider with valid credit card information from an acceptable credit card ("Retailer Payment Information"). You shall cause all Retailer Payment Information to be accurate, valid, complete and up to date at all times. You acknowledge that the failure to provide accurate and up to date Retailer Payment Information may interfere with completing Orders. You agree that when the Service directs the Third-Party Payment Provider to use your Retailer Payment Information to charge the card that you have provided to the Third-Party Payment Provider (regardless of whether to pay Carro or a Supplier), the Third-Party Payment Provider may do so. The Service will provide you with invoices on or about the date that we so direct the Third-Party Payment Provider.

(b) Fees to Carro. You also shall pay Carro all Fees. “Fees” means any amounts owed by you to Carro. Unless otherwise agreed to in writing between you and Carro, the Fees shall consist of a “Monthly Flat Fee” and a “Variable Fee”. Both the Monthly Flat Fee and the percentage used to calculate the Variable Fee will be viewable through a page of the Service that you can access when you log on. In order to determine the Variable Fee, that percentage will be multiplied by an amount that we refer to as “Net Revenue” which we define as, for each Product sold in a period, the quantity of such Product sold multiplied by the dollar amount designated by the Supplier as the dollar amount that the Supplier recommends that the Retailer charge to Customers (including the price of the Product and all shipping and handling and other fees (if any)) with respect to such Product for the period in which it was sold; returns shall not be subtracted from this amount but Orders cancelled before they were fulfilled shall be. The first Monthly Flat Fee will be due on the day that you provide your Retailer Payment Information to the Third-Party Payment Provider in connection with the Service, and all future Monthly Flat Fees shall be due each month thereafter. The Variable Fees shall be due on the final day of the month in which they were incurred. To the extent that the Third-Party Payment Provider is unable to charge your Retailer Payment Information (e.g., because you are over the limit, the card becomes invalid or the information you provided ceases to be accurate and up-to-date), we may separately invoice you and you agree to pay within 15 days of such invoice. You agree to pay (and reimburse us for) any Taxes due with respect to any Fees. To the extent you pay late, or not at all, you shall pay interest at the rate of 18% annually accruing from the date that the payment was originally owed hereunder, and you agree to reimburse our collections costs (including, but not limited to legal fees and expenses).

(c) Amounts Owed to Suppliers. You agree to pay all Suppliers all amounts reflected in the Product Data for each Order. You agree that the Third-Party Payment Provider may charge your credit card at any time to make such payments. The Service shall provide you with copies of invoices relating thereto. You agree that to the extent that there are any refunds of any Orders, you may receive such refunds in the form of credits back to your credit card. You and Suppliers may agree not to use a Third-Party Payment Provider, in which case you and such Suppliers shall arrange for different payment processes.

3. Shop and Product Offerings.

(a) Offering Products for Sale. You agree to make Products available for purchase in the Shop no later than two weeks after completing your Service integration, and not to present any information with respect to a Product that is inconsistent with the Product Data applicable thereto.

(b) Prohibited Products. You shall cause all Products to conform with, and you shall not violate, the Prohibited Products Policy.

(c) Payment Fraud; Retailer Caused Chargebacks. You 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) or Retailer Caused Chargebacks. If an Order resulting from fraud or from a Retailer Caused Chargeback is placed through your Shop and fulfilled by a Supplier, you are responsible for any losses incurred by the Supplier and Carro is not responsible for any losses incurred by either the Supplier or you.

(d) Advertising Policy. When advertising or promoting your Shop or Products sold by your Shop (regardless of whether those ads or promotions appear outside or inside your Shop), you agree to comply with the applicable advertising laws and social media advertising guidelines. 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.

(e) No Third-party Marketplaces. You agree not to list or sell any Products on any external marketplaces including, but not limited to, Etsy, Walmart, eBay, Amazon, and Facebook marketplace.

(f) Refunds. If you promise to a Customer a refund, or you make a refund, to a Customer before receiving approval from the Supplier, then you acknowledge that the Supplier may elect not to issue to you a refund to the extent that Supplier does not have an obligation to issue a refund under these Terms and Policies.

(g) Recalls. You shall promptly notify Carro in the event you obtain knowledge of any safety issue, or defect issue, relating to Products or any public or private recall of Products. You shall provide to Customers a means to receive replacements or refunds for such Products, and you shall replace with remedied (but otherwise identical) Products or provide Customers with full refunds, with as high customer service availability and process, and as simple and delay free process, as commercially possible. WE SHALL HAVE NO LIABILITY WITH RESPECT TO ANY SAFETY OR DEFECT ISSUES, OR ANY OTHER ISSUES WITH RESPECT TO ANY PRODUCT, OR ANY INJURY, DEATH OR DAMAGE, OR REFUND OR REPLACEMENT, LIABILITY, THAT RESULTS THEREFROM. We encourage you to contract with Suppliers to put into place indemnities and other provisions to address the issue of product liability, safety and recalls.

(h) Lost Packages. It is your responsibility to validate any Customer reports of lost Orders, and transmit to Supplier a request for Supplier to ship a replacement Product. Unless you and the Supplier agree otherwise, risk of loss for packages shall be borne by the party (i.e., you or the Supplier) who has the contract with the shipper.

4. Taxes and Fees. As between the parties and unless otherwise noted, you will be responsible for all Taxes incurred or required to be collected or paid in connection with any Orders and the payment of all such Taxes to the relevant taxing authority. We are not obligated to determine whether any Taxes, nor are we 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 you through the Services, you will promptly reimburse us for the amounts paid. You are solely responsible for the payment of any regulatory fees associated with any Order.

5. Cross-border sales and shipments. For all Orders where the Product must be shipped cross border, you, as the Retailer (or your 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.

6. Insurance. You, at your sole cost and expense, will maintain in effect for all times while you are a Retailer, sufficient insurance to cover your obligations and liabilities under these Terms and Policies, which in any event will be no less than US$1,000,000 per occurrence and US$2,000,000 in the aggregate (or equivalent currency); provided however, that the limitations of coverage in your insurance policies will not limit your indemnification obligations to Carro or owed to anyone else under these Terms and Policies. Such insurance will include, without limitation, commercial general liability, product liability, completed operations, and personal injury and advertising liability. Upon request at any time, you will provide Carro with certificates of insurance or evidence of coverage.

7. Customer Data; Retailer Data Processing Addendum. You and we agree to comply with the Retailer Data Processing Addendum.