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Independent Seller Agreement 

This Independent Seller Agreement (“Agreement”) is entered into by and between Beanery Technology Ltd. (“Beanery”), and the individual or entity agreeing to these terms (“Seller”). This Agreement governs the Seller’s participation on the Beanery Network marketplace and is effective as of the date the Seller accepts these terms electronically (“Effective Date”).

1. Overview
Beanery operates an online marketplace connecting coffee roasters and coffee enthusiasts. Through Beanery’s platform, Seller’s product catalog may be displayed, sold, and fulfilled to customers (“Customers”). Beanery acts as a merchant of record and transaction facilitator, processing payments from Customers and remitting proceeds to Seller as set out below.

2. Product Listing and Pricing
Seller authorizes Beanery to access Seller’s Shopify store (or other approved platform) via API for importing product listings, pricing, images, and descriptions. Beanery may apply a service-based mark-up to Seller’s wholesale prices to determine final retail prices displayed to Customers. Seller is responsible for ensuring product information and availability are accurate and up-to-date.

3. Orders, Payments, and Refunds
Beanery collects payment from Customers, deducts its mark-up or service fee, and remits the balance to Seller on a monthly basis. Seller will have access to payout reports through the Seller dashboard. Refunds and chargebacks will be shared proportionally: Beanery covers its markup; Seller covers product and shipping costs. Seller remains solely responsible for collecting and remitting all applicable taxes.

4. Fulfillment and Delivery
Seller will fulfill all orders directly to Customers (dropship model). Seller assumes full responsibility for shipment and risk of loss or damage. Orders must be processed within commercially reasonable timeframes. Beanery may delist Sellers or products at its discretion for quality or compliance issues.

5. Intellectual Property
Seller grants Beanery a non-exclusive, worldwide, royalty-free license to use Seller’s trademarks, product names, and images for displaying, marketing, and selling the products through the Beanery platform. Each party retains ownership of its respective intellectual property.

6. Data and Privacy
Beanery may share only necessary Customer data (e.g., shipping information) for fulfillment. Seller shall not use this data for marketing. Seller must comply with applicable privacy laws.

7. Representations and Warranties
Seller represents and warrants that all products are authentic, compliant with applicable laws, and accurately described, and that Seller holds all necessary rights to sell and distribute the products.

8. Indemnification
Each party shall indemnify, defend, and hold harmless the other from any claims or losses arising from its own breach of this Agreement or violations of law.

9. Limitation of Liability
Neither party is liable for indirect or consequential damages. Beanery’s total liability is limited to fees retained from Seller’s transactions in the three months preceding a claim.

10. Term and Termination
This Agreement continues until terminated by either party with 30 days’ notice. Either may terminate immediately for material breach.

11. Independent Relationship
The parties are independent contractors; no partnership, employment, or agency relationship is created.

12. Governing Law
This Agreement is governed by the laws of Ontario, Canada.

13. Acceptance
By clicking the checkbox and requesting an account, the Seller accepts and agrees to this Agreement.