Carro Supplier Agreement

Last updated: July 15, 2024

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”).  These Supplier Guidelines set forth Carro’s expectations of Suppliers and are part of Carro’s Terms of Service located at (https://www.getcarro.com/terms-of-service). By opening a Carro account and participating as a Supplier, you are agreeing to these Supplier Guidelines and our Terms of Service. If you are both a Supplier and a Retailer on Carro, you agree to abide by these Supplier Guidelines when acting as a Supplier and to abide by our Retailer Guidelines 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. Supplier 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 Supplier provides. Verification may include a third party verification process and Supplier 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. 
   
   b. Payment Information. Supplier must provide Carro with valid bank account information ("Supplier Bank Account"). Supplier must ensure the Supplier Bank Account is accurate, complete and valid at all times. Supplier acknowledges the failure to provide an accurate and up to date Supplier Bank Account will interfere with completing Orders. If Carro is unable to remit Supplier payments into a Supplier Bank Account because such account information is inaccurate, invalid, or out of date, or because the Supplier Bank Account is not accepting funds for any reason, Carro will make reasonable attempts to inform Supplier of the issue by email to the email address on file with Carro. If Supplier does not timely respond and provide updated Supplier Bank Account information Supplier agrees such funds may be considered abandoned and/or retained by Carro or otherwise handled in accordance with applicable law.‍
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3. Service Level Agreements (“SLAs”). Supplier agrees to meet the following SLAs unless otherwise exempted in writing by Carro.
   a. Communications. Supplier agrees that prompt and professional communication is essential to successfully selling Products on Carro. Supplier agrees to respond to outreach from Carro or partner Suppliers or Retailers within two (2) business days.
   
   b. Shipment. Supplier will process Orders through Carro and ship all ordered Products within five (5) business days, unless Supplier has indicated a longer lead time in the Product Data. Supplier must provide tracking information for all shipments valued over $200.
   
   c. Returns. If Supplier accepts returns, Supplier must clearly indicate its returns policy URL and disclose any shipping or processing fees in the Product Data. If an Order is eligible to be returned, Supplier agrees to process the return in Carro within five (5) business days of receipt of the returned Products.
   
   d. Lost Packages. It is Supplier’s responsibility to deliver Products ordered through Carro to Retailer customers. It is Retailer’s responsibility to validate any customer reports of lost Orders. Supplier must ship a replacement Product within five (5) business days of receipt of Retailer return authorization. ‍
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4. Insurance. Supplier, 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 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 Supplier 's insurance policies will not limit Supplier'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, Supplier will provide Carro with certificates of insurance or evidence of coverage. ‍
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5. Non-Circumvention. All e-commerce partnerships between Retailers and Suppliers must take place within Carro. Supplier 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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6. Nondisparagement. Supplier agrees not to disparage Carro, its employees, or its products or services.‍
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7. Fraud and Dishonesty. Supplier 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 Supplier partnerships, Supplier and its employees being permanently banned from Carro and reported to Supplier’s e-commerce platform and the appropriate authorities. ‍
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8. Security Incidents. Supplier 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. Supplier 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. ‍
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9. Products.
   a. Product Data. Supplier will provide accurate and complete Product Data for all Products, and ensure that any such Product Data is promptly updated so that such information remains at all times accurate and complete. Supplier accepts full responsibility for any inaccurate Product Data and assumes liability for any complaints, claims, costs or damages arising out of inaccurate Product Data, including without limitation return shipping costs for mislabeled Products. "Product Data" means the Product information made available to Carro by API integration with Supplier’s ecommerce platform or other inventory management software, including without limitation product description, brand or source, shipping origination, model, weight, in-stock or availability status, dimensions and other shipping specifications, images, shipping and handling information, shipping and handling charges, warranties, disclaimers, returns and exchange policies, compliance disclosures or warnings (including for example and without limitation any California Proposition 65 warnings applicable to California residents), notices, labels, and any other Product-related information reasonably requested by Carro. Supplier will ensure that the Products and Product Data comply with all applicable laws and do not contain any fraudulent, misleading, defamatory, or obscene materials, or materials that infringe on the intellectual property rights of others. 
   
   b. All products must conform with the "Prohibited Products Policy" attached as Exhibit A, as it may be updated by Carro from time to time.
   
   c. Supplier is responsible for any product liability issues relating to the Products and any non-conformities or defects in the Products; (ii) Supplier will honor any and all warranties (express, implied or statutory) that Supplier may generally extend to any customer of the Products; and (iii) Supplier will promptly notify Carro in the event Supplier obtains knowledge of any safety issue relating to the Products or any public or private recall of Products and will be solely responsible for replacing any Products subject to such recall, including all reasonable costs and expenses associated with notices, inspections, replacements and shipping.
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10. ‍Order Processing/Fulfillment/Shipping and Fees. Supplier agrees to fulfill Orders for Customers expediently, in line with industry best practices and to comply with the following procedures related to fulfillment.
    a. Product Inventory. Supplier will keep all Product stock quantity information up to date at all times.
    
    b. Shipment and Delivery. Supplier must accept and fulfill all Orders that are properly placed through Carro. Supplier will be solely responsible for, and bears all risk and liability for, sourcing, storing, selling, fulfilling and delivering Products to Customers. For all Orders, Supplier will (i) Process Orders through Carro and ship all ordered Products within five (5) business days, unless Supplier has indicated a longer lead time in the Product Data; (ii) Deliver Products to the Customers and will ensure that all such Products are shipped without any undue delay or damage, (iii)  Promptly enter proof of shipment and tracking information in Carro, (iv) Ensure that Products are packed for safe transit across U.S. and roadworthy for transit using general truckers, including but not limited to ensuring that original manufacturer packaging is in good condition and intact and replacing or repairing any cracked or broken foam pieces; and (v) Use an effective method for protecting fragile items, such as double-boxing or over-boxing, for any Products that are deemed fragile and shipped through carriers that use manual and automated distribution systems, such as UPS.  If Supplier is unable to complete an Order, Supplier must notify the Retailer in Carro and cancel the Order. ‍
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11. Replacement of Damaged and Defective Products. Customers may elect to return Orders that arrive damaged or defective to Retailer for a refund or a replacement in accordance with Supplier’s policy. Supplier will be responsible for refunding or replacing any Product that is damaged during transit unless otherwise agreed to with the Customer. Supplier will also be responsible for any non-conformity or defect in, or, if applicable, any public or private recall of, any Products, including all costs and expenses associated with notices, inspections, replacements, satisfaction of product warranties, and, if applicable, shipping. Supplier will notify Carro promptly as soon as Supplier has knowledge of any applicable public or private recall of any Product.  ‍
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12. Processing of Customer Data.  Supplier may use the Customer Data solely to the extent necessary to prepare Products for shipment as specified by Carro. Without limiting the foregoing, Supplier will not use Customer Data for its own marketing or targeting purposes or for any purpose. Supplier will ensure that Supplier’s use of Customer Data is at all times compliant with all applicable laws, rules, regulations and data privacy requirements. Supplier shall not sell Customer Data or disclose Customer Data to any third party for money or other valuable consideration. Supplier shall protect the confidentiality of Customer Data and use appropriate security safeguards to protect Customer Data against unauthorized or unlawful processing of Customer Data and against accidental loss, destruction, alteration, disclosure of, or access to Customer Data. Supplier shall not disclose Customer Data to any third party, except its own service providers where Supplier has (A) carried out adequate due diligence on such service provider and; (B) included terms in the contract between Supplier and such service provider that are equivalent to those set out in this paragraph. “Customer Data” means any personal information of any Customer provided to Supplier by Carro, including without limitation name, address, phone number, email, credit card or payment information, communication history, and purchase history. ‍
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13. Customer Requests. Supplier shall notify Carro within five (5) calendar days if it receives a consumer rights request relating to Customer Data, and Supplier shall provide Carro with full details of any such request. Supplier shall fully cooperate as requested by Carro to enable Carro and/or Retailer to comply with any consumer rights request, including by complying with Carro's instruction to provide a copy of or delete Customer Data. ‍
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14. Customer Data Return or Deletion. Except as otherwise required by applicable law, Supplier shall promptly, and in any event within twenty (20) days of the earlier of: (A) cessation of processing of Customer Data by Supplier; (B) termination of its relationship with Carro, or (C) Carro's request, at the choice of Carro, either (a) return a complete copy of all Customer Data to Carro and securely destroy all other copies of Customer Data processed by Supplier or any authorized service provider; or (b) securely destroy all copies of Customer Data processed by Supplier or any authorized service provider. Supplier shall provide in each case written certification to Carro that it has complied fully with this section.
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15. Indemnification. Supplier hereby agrees to indemnify, defend and hold harmless Carro, the Retailers, 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 the Products or the Product 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 Supplier's obligations under these Supplier Guidelines 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 Supplier, its agents, employees or representatives (collectively, "Claims"). An Indemnified Party will give prompt notice of any Claims to Supplier. An Indemnified Party may participate in the defense of any Claims by counsel of its own choosing, at its cost and expense. Supplier will not settle any Claims without the Indemnified Party's prior written approval not to be unreasonably withheld.

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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. Recalled or defective products;
4. Used, returned, or open-box products, unless clearly labeled as such; 
5. Products that infringe the copyrights, trademarks, or intellectual property or personal rights of others;
6. Products from Aliexpress or any other 3rd party dropshipping services. All products that Suppliers supply to the Carro network must be products Supplier makes & ships itself;  
7. 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. 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 Vendor’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 lights 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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