Product Vendor Agreement

FLORA PRODUCT VENDOR AGREEMENT

This Flora Product Vendor Agreement (the “Agreement”) is between you (“you” or “Product Vendor”) and Flora Technologies Inc, Flora Brands Inc and their subsidiaries (“Flora” or “we”). 

We are pleased that you have agreed to use the “Flora Marketplace” a sustainability focused marketplace on the Shopify platform provided by Flora at flora.co. Flora will sell products (including your products) through the Flora Marketplace to Flora’s customers ("Flora Customers").

1) Registration and Use of the Flora Marketplace

By registering for and using the Flora Marketplace, you agree to be bound by all terms and conditions of this Agreement and all “Flora Policies” (meaning all policies attached to this Agreement or otherwise set forth on the Flora Marketplace or elsewhere on flora.co), which are all incorporated into this Agreement by reference. This Agreement and all Flora Policies may be amended or replaced (and new Flora Policies may be added) through the process described in Section 14 (Modifications to the Flora Marketplace and this Agreement).

You hereby agree to provide complete and accurate information required by the Flora Marketplace and to keep it up-to-date. You represent that you have the right and power to enter and perform this Agreement and the transactions that you authorize Flora to perform on the Flora Marketplace. You are responsible for your Flora Marketplace password(s) and for any activity through your account. You must keep your password(s) confidential and, if the security of your password(s) is compromised, immediately notify Flora and change your password(s) on the Flora Marketplace.

2. Registration and Use of the Flora Marketplace

a) Product Listing

You hereby agree to provide complete and accurate product information for each product that you list and offer on the Flora Marketplace in accordance with the specifications of the Flora Marketplace and in compliance with the Flora Product and Listing Policy attached as Exhibit D. You agree that you will only list or sell to Flora products that you own or control. If you operate an online marketplace, you may not list or sell to Flora third party products that are listed on that marketplace (i.e., products that you do not either own or control). Nothing in this Agreement prohibits you from selling your products on your own or other online marketplaces, or from allowing third parties to sell their products on your own or other online marketplaces.

b) Flora Marketplace

When you submit a listing for a product on the Flora Marketplace, you agree to comply with and perform the sale of such product in accordance with Flora Policies.

c) Processing of Sales; Fulfillment

The Flora Marketplace will determine when one of your products is sold to a Flora Customer on the terms set forth in this Agreement, at which time Flora will notify you of the transaction by providing you the order and shipping information to ship your product to the Flora Customer. All transactions will be in U.S. Dollars (US$). If you sell everyday essential products that are necessary for the sustenance of family and household (e.g. paper towels, deodorant, dog food, etc.), you must be capable of delivering your products to Flora Customers within two (2) business days or those products typically will not be selected for fulfillment. When you submit the “Product Content” (as defined in Exhibit D) for listing of a product, Flora will notify you if such product is categorized as an “everyday essential product.”

You agree to pack, fulfill, ship and deliver each product order on the Flora Marketplace in compliance with the Flora Fulfillment Policy attached as Exhibit A. Flora may use all order, shipping and tracking information to interact with Flora Customers. Flora will serve as the first point of customer service for Flora Customers, and you will not communicate with Flora Customers regarding shipments of products by you unless explicitly authorized by Flora.

You agree to ensure that you are the seller of each of your products and identify yourself as such on all packing slips or other information included or provided in connection with your products. You remain the seller of record on all transactions made through the Flora Marketplace.

d) Promotion

Flora may engage in merchandising, promotion and advertising of the products you offer on the Flora Marketplace, as determined by Flora in its sole discretion. The activities may be performed on the Flora Marketplace or through other online or offline features or programs (including, for example, mailings or inserts), or through any third-party relationships with Flora.

3. Payment and Settlement of Flora Marketplace Transactions

Products you list on the Flora Marketplace are sold to Flora’s customers at a price to be determined by Flora in accordance with Flora Pricing, Settlement and Commissions Policy attached as Exhibit C, and the sale of each of your products listed on the Flora Marketplace and the settlement of these transactions (including the payment to Flora of commissions) shall occur as set forth in the Flora Pricing, Settlement and Commissions Policy, attached as Exhibit C. You are responsible to pay any fees charged directly to you by your ecommerce host or other service providers (for example Shopify, WooCommerce, BigCommerce, or any other 3rd-party applications you may have installed) with which you have an existing relationship.

If Flora determines in its sole discretion that your actions may result in a dispute with a Flora Customer, Flora may delay any payments relating to such dispute until the dispute is resolved. Flora reserves the right to impose activity limits on some or all Flora Customers and Product Vendors on the Flora Marketplace (including, without limitation, volume or dollar restrictions). In such case(s), Flora will not be liable to you for any transaction by Flora that does not proceed or is withdrawn due to any of these limitations.
Flora will bear the risk of credit card fraud (i.e., fraudulent purchases arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with sales of your Products; provided, that Flora will not bear the risk of credit card fraud in connection with any of your Products that are not fulfilled strictly in accordance with the order information and shipping information that Flora provides you. You will bear all other risk of fraud or loss.
Flora will collect sales tax and remit collected taxes to taxing authorities. This approach is intended to simplify sales tax calculation and processing for both Flora Customers and Product Vendors.

4. Refunds and Returns

Flora has established the terms by which Flora Customers process returns and refunds on their purchases on the Flora Marketplace. Returns and refunds of these products between Flora and Product Vendors are detailed in the Flora Returns Policy, attached as Exhibit B.

5. Flora Customer Pricing

You acknowledge that the price charged by Flora to Flora Customers on the Flora Marketplace may be different than the “Item Price” (as defined in the Flora Pricing, Settlement, and Commission Policy) that is listed by you on the Flora control center (“Flora Control Center”). However, the amounts paid to you by Flora for any sales transaction will always be based upon the Item Price and paid as set forth in the Flora Pricing, Settlement and Commission Policy.

6. Term

This Agreement becomes effective at the time you complete registration on the Flora Marketplace and then continues until terminated by you or Flora. You may terminate this Agreement for any reason at any time by notifying Flora through the means then specified by Flora on the Flora Control Center. Flora may terminate this Agreement for any reason at any time by notice to you. Upon termination, any rights and obligations of you and Flora with respect to any outstanding sale transaction (including fulfillment and returns) will survive until completed as set forth in this Agreement. The following Sections also survive any termination of this Agreement: 3 (Payment and Settlement of Flora Marketplace Transactions), 6 (Term), 7 (Licenses; Intellectual Property), 8(c) (Recalls and Product Defects), 8(g) (Flora Customer Personal Information), 9 (Indemnification), 10 (Disclaimer and General Release), 11 (Limitation of Liability), 12 (Taxes), 13 (Relationship of Parties), 16 (Confidentiality), 17 (Governing Law and Disputes) and 18 (Miscellaneous).

7. Licenses; Intellectual Property

a) License relating to your Products

You grant Flora the right and license relating to your products and product-related content that is set forth in the Flora Product and Listing Policy. Nothing in this Agreement will impair Flora’s rights under applicable law to list and display products without a license to the extent that such use is allowable without a license (e.g., through fair use, a third-party license, referential use under trademark law, or valid license from a third party),

b) Licenses (Product Vendor)

You grant Flora a royalty-free, non-exclusive, worldwide right and license to use your name and logo during the term of this Agreement, and to sublicense the foregoing rights to Flora’s affiliates to accurately promote your relationship with Flora. Upon termination of this Agreement, you may revoke the license under this Section 7(b). Notwithstanding anything to the contrary, Flora agrees that it will not alter your trademark or logo (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same).

c) License to use Suggestions

Flora will be free to use any suggestions, comments, ideas, improvements, or other feedback or materials (together, “Suggestions”) that you (or any third party related to you including any of your affiliates) provide to Flora in connection with the Flora Marketplace (including without limitation any functionality, technology, appearance, design, or business model modifications relating to the Flora Marketplace or other area of flora.co). You disclaim any and all ownership rights in any such Suggestions. For purposes of this section, Flora’s use includes the ability to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing in any manner.

d) Ownership of Flora Website and Technology

As between Flora and Product Vendor, Flora owns all technology, infrastructure, know-how, design features, methods and materials used to provide, maintain and display the Flora Marketplace (and all intellectual property therein), including all information and data related to how Flora Customers and other users view, navigate and use the Flora Marketplace, and all manner of connectivity and association (such as those relating to cookies or device identifiers) between Flora Customers and users and the Flora Marketplace.

8. Other Provisions regarding Products, Flora Customers and the Parties

a) Compliance with Laws and Flora Policies

Each party and its agents, subcontractors and suppliers will comply with all applicable laws in the performance of this Agreement. You will also ensure that your products and all product information (including all minimum age, marking and labeling requirements) for your products comply with all applicable laws and all Flora Policies. 

b) Ownership of Products; Title and Risk of Loss

Title to and risk of loss for shipment of tangible product will transfer immediately to the Flora Customer upon your delivery to the common carrier for shipment to the Flora Customer. You will remain responsible to the Flora Customer for your products as set forth in this Agreement and the Flora Policies.

c) Recalls and Product Defects

You will notify Flora immediately as soon as you have any public or private knowledge of any recalls (private or public), defects or non-conformities that apply to any of your products. You are solely responsible to Flora and the Flora Customers for the condition of your products, including any non-conformity or defect in your products or any public or private recall of your products and for all costs relating thereto, and to comply with all applicable laws relating to product recalls, defects and non-conformities for your products.

d) Insurance

Initially, Flora will not require any insurance from you. However, Flora reserves the right to require you to maintain at your expense reasonable levels of insurance relating to you or your products, as determined by Flora, if you exceed Flora-determined sales value and/or volume thresholds or for other reasons related to potential risk. This insurance may include commercial general, umbrella and/or excess liability insurance with the insurance limits (per occurrence and in aggregate) determined by Flora. Flora may require such policy to name Flora and its assignees as additional insureds (with an insurance certificate provided to Flora).

e) Other Financial Matters

You are responsible for all of your expenses in connection with this Agreement, except where this Agreement explicitly provides otherwise. You will allow Flora to verify your financial information and hereby authorize Flora to procure or obtain credit reports about you, and you agree to comply with all reasonable information requests by Flora to undertake these activities.

f) No Damage to Flora's Site

You agree not to access, search or otherwise use the Flora Marketplace or other areas of flora.co through the use of any engine, software, tool, agent, device, mechanism or automated means (including spiders, robots, crawlers, data mining tools or the like) in any way that is harmful or damaging to Flora (as determined by Flora in its sole discretion), which obligations shall be in addition to any such obligations set forth on the Flora Marketplace Terms of Service.

g) Flora Customer Personal Information

As a result of sales and other activity through the Flora Marketplace, you will receive information about identified or identifiable Flora Customers and related third parties (such as third parties to whom Flora Customers designate as recipients of shipments), including without limitation names, contact information, purchase information, and the fact that individuals have a relationship with Flora (“Flora Customer Personal Information”).

There are restrictions on your use of Flora Customer Personal Information. You may use the Flora Customer Personal Information solely to perform your obligations and exercise your rights under this Agreement and for purposes of legal compliance. You may not directly or indirectly use Flora Customer Personal Information to (a) contact any Flora Customer that has ordered product that has not yet been delivered, or any related individual such as a designated shipment recipient, with the intent to offer or solicit any purchase, (b) call a Flora Customer for any reason (including any fulfillment questions which should be handled by carriers), (c) solicit additional information from the Flora Customer or related individual (which in any case would be deemed Flora Customer Personal Information) or (d) sell or otherwise transfer Flora Customer Personal Information to any third party.

Flora does allow select marketing communication with the Flora Customer through the inclusion of marketing materials within the packaging of Flora orders shipped. All marketing materials and communications must comply with the Flora Product and Listing Policy.

However, if Flora indicates to you that the relevant individual has opted out of Product Vendor marketing, then you may not use the Flora Customer Personal Information to contact the individual (e.g., by telephone, or email) to solicit or induce a purchase, rental, lease, or exchange of products, goods, property, or services.

Regardless of any opt-out information that Flora provides to you, this Section does not restrict your use of information that you acquire or develop outside the context of the Flora Marketplace and without the use of Flora Customer Personal Information or other Flora Confidential Information. For example, if you have a pre-existing relationship with an individual who also is a Flora Customer, and you already have their contact information, this Agreement does not prevent you from contacting them with that contact information for marketing purposes, but you cannot, for example, target that Flora Customer because of information learned through transactions made on the Flora Marketplace or otherwise due to the fact that the Flora Customer has a relationship with Flora.

h) Continuing Guarantees

We require the following continuing guarantees from you:

Pesticides: If any of your products is a “pesticide” being offered or sold in the United States or other product regulated under the US Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) or its implementing regulations, then you provide to us the following continuing guaranty that: (a) you are a resident of the United States; and (b) with respect to each such product, the pesticides and other FIFRA regulated products comprising each sale, shipment, or other delivery made previously or hereafter are: (i) lawfully registered with the US Environmental Protection Agency at the time of sale, shipment, or delivery, or fully qualified for a specific exemption from the FIFRA registration requirements at the time of sale, shipment, or delivery, (ii) compliant with all requirements of FIFRA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.

Foods, Drugs, Medical Devices, and Cosmetics: If any of your products is a “food”, “drug”, “medical device”, or “cosmetic” being offered or sold in the United States or other product regulated under the U.S. Federal Food, Drug, and Cosmetic Act (“FFDCA”) or its implementing regulations, then you provide us with the following continuing guaranty that with respect to all such products comprising each sale, shipment, or other delivery made previously or hereafter are: (i) not adulterated or misbranded within the meaning of the FFDCA, (ii) compliant with all requirements of FFDCA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.

9. Indemnification

You agree to indemnify, defend and hold harmless Flora and Flora’s Representatives (as defined below) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) (each, a "Claim") arising from or related to (a) your products, including without limitation, the sale, fulfillment, refund, cancellation, return, or adjustments  of your products, any actual or alleged infringement of any related intellectual property rights in your products and any actual or alleged personal injury, death or property damage related to your products, (b) any breach of your obligations under this Agreement, (c) any taxes owed by you as set forth in this Agreement, or (d) your non-compliance with applicable laws. You will use counsel reasonably satisfactory to Flora to defend any indemnified Claim, and Flora may control the defense of any indemnified claim (at Product Vendor’s cost) to the extent Flora determines that any indemnified Claim might adversely affect Flora.
Neither party may consent to a settlement or entry of any judgment related to a Claim without the other party’s prior written consent, which may not be unreasonably withheld. “Flora’s Representatives” means Flora’s employees, officers, directors, investors, service providers, agents and advisors.

10 Disclaimer and General Release

The Flora Marketplace, including all content, software, functions, materials and information made available on the Flora Marketplace is provided to you “as­-is.” You agree that you are using the Flora Marketplace at your own risk. As a user, you will use the Flora Marketplace at your own risk. To the fullest extent permissible by law, Flora disclaims (a) any and all representations and warranties related to this Agreement, (b) any implied warranties relating to this Agreement (such as implied warranties of merchantability, fitness for a particular purpose or non-infringement) and (c) any other obligation, or liability to you or any third party, whether or not arising from Flora’s negligence.
Flora does not warrant that the functions and software contained in the Flora Marketplace will meet your requirements. Flora does not guarantee that the Flora Marketplace will be available, timely, secure, uninterrupted or error free. Flora will not be responsible for any service interruptions, including without limitation those relating to any sales transactions. Flora will not be liable for any delay or failure to perform any of Flora’s obligations under this Agreement by reasons, events or other matters beyond Flora’s reasonable control.

11. Limitation of Liability

Except with respect to obligations arising under Sections 3 (Payment and Settlement of Flora Marketplace Transactions), 9 (Indemnification) and 16 (Confidentiality), neither party will be liable to the other party (whether in contract, warranty, tort or for claims of negligence, product liability or other claim) for any loss of profit, revenue, business, or data or indirect, punitive or consequential damages arising out of or relating to this Agreement, even if such party has been advised of the possibility of such costs or damages. Flora’s aggregate liability arising out of or in connection with this Agreement (or transactions contemplated by this Agreement) will not exceed the total commissions paid by you to Flora during the six-month period prior to the date your claim arose.

12. Taxes

Flora will calculate, collect, and remit tax on sales made by merchants shipped to customers located in the states that have enacted Marketplace Facilitator, Marketplace Fairness, or similar laws. These laws shift collection responsibility from the merchant to the marketplace facilitating the merchant's sale. All fees payable by you to Flora under this Agreement are exclusive of any applicable taxes.

For purposes of this Agreement, the term “taxes” means all sales taxes, taxes on goods and services, value added and consumption taxes, use taxes, excise taxes, import and export fees, regulatory fees, levies or similar charges and duties assessed or required to be collected or paid for any reason in connection with the promotion, offer, sale or fulfillment of any products by you in connection with the Flora Marketplace.

13. Relationship of Parties

You and Flora are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, sales representative or employment relationship between us. This Agreement is for the sole and exclusive benefit of Flora, Flora Customers and you, and there are no other third-party beneficiaries under this Agreement.

14. Modifications to the Flora Marketplace and this Agreement

We may be making frequent changes and improvements to the Flora Marketplace. Flora may also amend this Agreement, including by amending, revoking, or adding new Flora Policies at any time and at Flora’s sole discretion, by posting the updated or new versions (or notice of revocation) or a link to them on a designated portion of the Flora Marketplace. Unless the updated or new document specifies a longer delay before its effective date, the changes will take effect immediately. To be clear, changes to Section 17 will not apply to claims that accrue prior to the effective date of the changes, which will continue to be governed by the version of Section 17 that was effective upon accrual of the claim. The foregoing does not, however, negate any other termination rights held by either party.

15. Control of Site

Notwithstanding anything to the contrary, Flora has the right in Flora’s sole discretion to determine the content, appearance, design, functionality and other aspects of the Flora Marketplace, including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Flora Marketplace and any element, aspect, portion or feature thereof (including any product listings). Flora also has the right to cease providing to you access to the Flora Marketplace at any time and without notice or to delay, halt any transaction, suspend the listing or de-list any of your products, or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by Flora Policies. Flora reserves the right to rate (or allow Flora Customers to rate) your or others products sold through the Flora Marketplace and/or rate your performance as a Product Vendor on the Flora Marketplace, and to make these ratings and feedback publicly available. Flora reserves the right to import reviews from Amazon or other platforms for the respective products. Flora also has the right to monitor any activity on the Flora Marketplace and investigate any matters that arise from such activity.

16. Confidentiality

Each party agrees to hold all Confidential Information (as defined below) of the other party in strict confidence and not use any such Confidential Information for any purpose other than to perform its obligations and exercise its rights under this Agreement. Neither party shall disclose the other party’s Confidential Information to any third party, except such party may disclose such Confidential Information to its employees, affiliates, service providers, advisors and other representatives who need to know to perform this Agreement and for internal purposes such as accounting, tax or regulatory matters. Each party agrees to be responsible for any disclosure by its employees, affiliates, service providers, advisors and other representatives and for their compliance under this Agreement. Each party shall take reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure or dissemination of the other party’s Confidential Information. Release of Confidential Information in response to a subpoena, court order, or other demand from a litigant or law enforcement entity will be permitted only if the recipient of the Confidential Information has provided the discloser with advance notice (to the extent legally permitted) to permit the discloser to seek a protective order or other appropriate remedy to protect its Confidential Information from release, and the recipient limits the release of the Confidential Information to the extent reasonably possible under the circumstances.

“Confidential Information” means all information in whatever form (e.g., written, verbal, electronic), tangible or intangible, whether disclosed or prepared upon review of such information, pertaining to the business of the disclosing party or its affiliates, subsidiaries or business associates. Confidential Information includes business, product or service plans; financial information and projections; designs, drawings, schematics, techniques, suggestions, development tools and processes; data and computer software; developments, inventions, and improvements; research and development; customer, market and marketing information (including Flora Customer Personal Information, which shall be considered Confidential Information) and the terms of this Agreement. Sales data will be considered Confidential Information. Confidential Information does not include information that (i) is or becomes publicly known, not as a result of any improper action or inaction of the party receiving such information; (ii) was rightfully in possession or known by the party receiving such information at the time of disclosure; (iii) is disclosed to the party receiving such information by a third party who rightfully possesses the information without confidentiality restrictions, (iv) is independently developed by the party receiving such information without use or reference to the Confidential Information or (v) Flora expressly consents that you may disclose.
These obligations are in addition to, but do not supersede, the obligations set forth in Section 8(g).

17. Governing Law and Disputes

a) Governing Law

The laws of the State of Delaware (without regard to principles of conflict of laws) will govern this Agreement and any claim or dispute between you and Flora discussed below. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

b) Disputes

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Santa Clara County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief to enjoin infringement or other misuse of intellectual property rights. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the State of Delaware.

c) Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND FLORA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND FLORA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER PRODUCT SUPPLIERS OR OTHER SELLERS ON THE Flora Marketplace OR FLORA CUSTOMERS NOT INVOLVED IN SUCH CLAIM. ANY AWARD OF DAMAGES BY THE ARBITRATOR MUST BE CONSISTENT WITH THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT, INCLUDING AS TO THE TYPES AND THE AMOUNTS OF DAMAGES FOR WHICH A PARTY MAY BE HELD LIABLE. ANY ARBITRATION OR PERMITTED LITIGATION FOR A CAUSE OF ACTION SUBJECT TO THIS SECTION MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

d) Any Disputes between you and Flora Customers or Third Parties

While Flora may in its discretion assist you or a Flora Customer in any dispute or claim between you and a Flora Customer regarding a product purchased by the Flora Customer from Flora under this Agreement, you release Flora from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any such products or any such disputes between you and a Flora Customer, or between you and any other third party.

e. Release

You release Flora from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Flora’s release to law enforcement of any information, communications, content or other records that Flora maintains about or in connection with you or your account.

18. Miscellaneous

You may not assign this Agreement, by operation of law or otherwise, without Flora’s prior written consent. Subject to the foregoing restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Flora may assign this Agreement in its sole discretion, including by way of merger or sale of stock, by providing you notice of the same.

Flora will send all notices required by this Agreement to you via the Flora Marketplace or at the e-mail address you provide on the Flora Control Center (which you may change at any time on the Flora Marketplace) or by any other means then specified by Flora to the address you provide on the Flora Control Center. You must send all notices and other communications relating to Flora by using Flora’s then specified method set forth in the Flora Control Center.

Headings are for reference purposes only and do not limit the scope or extent of such section.
If any provision of this Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

A party’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver by that party of its right to enforce such provision (through strict performance or otherwise) or any other provision of this Agreement.

This Agreement and all Flora Policies are the entire understanding and agreement between you and Flora relating to the matters covered thereby and supersede all prior understandings and agreements of the parties relating to those matters. In the event of any conflicts between Flora Policies and this Agreement, Flora Policies will prevail. 

EXHIBIT A

Flora Fulfillment Policy

1. Performance Expectations

Flora expects that all Product Vendors consistently demonstrate excellent performance with regard to the overall Flora Customer experience. Performance metrics and targets should be considered when configuring your operational settings on the Flora Marketplace. In order to maintain a great Flora Customer experience, every effort should be made to provide fulfillment information and maintain operational settings that provide specific delivery days as opposed to delivery date ranges. This objective can be achieved by providing specific shipping methods (e.g., UPS Ground) in the Flora Control Center as opposed to general service levels. In order to ensure a positive Flora Customer experience, Flora typically expects orders to be delivered to Flora Customers within 5 business days or less from order placement. For orders on everyday essential products (e.g., paper towels, deodorant, dog food, etc.), delivery within 2 business days is recommended in order to be competitive and selected to fulfill orders (please see the Agreement for more details).

Flora has defined performance metrics and targets below that illustrate the performance expectations that we have for our Product Vendors.

Order Acknowledgement Time Service Level

  • This metric is defined as the percentage of orders acknowledged by the Product Vendor within a specified time after the order is in a Ready status on Flora’s Marketplace.
  • Flora expects the typical Product Vendor to acknowledge an order in 15 minutes or less.
  • Performance Expectation: > 99.0% for 15 minutes, 100% for 2 hours.
  • If order is not acknowledged within 2 hours, the order is void and made available to other Product Vendors.
  • Service levels and performances apply on business hours only.

Order Acceptance Rate

  • This metric is defined as the percentage of orders accepted by the Product Vendor.
  • This metric is an indication of Product Vendor’s inventory accuracy on the Flora Marketplace.
  • Performance Expectation: > 99.0%.

Orders Shipped Rate

  • This metric is defined as the percentage of complete orders shipped after acceptance.
  • This metric is an indication of the inventory accuracy and health in the Product Vendor fulfillment network.
  • Performance Expectation: > 99.8%.

Orders Shipped On Time Rate

  • This metric is defined as the percentage of orders that have a first scan by the shipping carrier < 24 hours after the expected ship date (as determined by the order processing time and operating days set by the Product Vendor).
  • Performance Expectation: > 99.3%.

Orders Delivered On Time Rate

  • This metric is defined as the percentage of orders delivered on time.
  • This metric is an indication of overall delivery promise performance.
  • Performance Expectation: > 98.7%.

Order Processing Time

  • This metric is defined as the time to process and fulfill the order (pick/pack/ship).
  • The typical Product Vendor will fulfill the same day or within 1 business day.
  • This value is defined by the Product Vendor in the Flora Control Center by selecting appropriate service levels for fulfillment processing time.
  • If Flora determines that the Product Vendor has significantly exceeded the fulfillment processing time indicated in the Flora Control Center and has not yet shipped the complete order, Flora reserves the right to cancel the unfulfilled portion of the order on the Product Vendor’s behalf.

Order Processing to Delivery Time

  • This metric is defined as the time from completion of order processing (shipment) to delivery of order.
  • The typical Product Vendor will be able to deliver the package in 1 to 5 business days (2 days for ‘everyday essentials’) from the time of shipment depending on ship distance.
  • This value is influenced by the Product Vendor in the Flora Control Center by selecting appropriate shipping service levels or shipping methods that can meet this promise.

Order to Delivery Time

  • This metric is defined as the time from when a Flora Customer places an order to delivery of the order.
  • The typical Product Vendor will be able to deliver the package in 1 to 5 business days (2 days for ‘everyday essentials’).
  • This metric is the overall Flora Customer delivery promise time.

Product Vendor Order Defect Rate

  • This metric is defined as the portion of orders that have a defect due to the Product Vendor (e.g., wrong item shipped, or poorly packed damaged items)
  • Performance Expectation: < 2%.

Average Flora Contact Response Time

  • This metric is defined as the percentage of Flora initiated messages that are responded to within 12 hours. This metric includes evenings and weekends.
  • Performance Expectation: >95.0%

Flora will work with our Product Vendors to set reasonable fulfillment expectations for specialized products such as bulky or heavy items that may require longer time to deliver.

2. Settings and Guidelines

a) Inventory Update Frequency

This metric is defined as the frequency that the Product Vendor sends available inventory quantities to Flora. Since available inventory is automatically sent to Flora via the Flora Shopify app, the Product Vendor requirement is fulfilled by updating inventory quantities in the Shopify system.

The typical Product Vendor will refresh all inventory quantities in Shopify at least once per day, but update frequency should be adjusted based on velocity of sales.

Individual products that run a substantial risk of stocking out should be refreshed as needed during the day to maintain availability for sale without over selling.

There is no limit to the number of times per day that a Product Vendor may update inventory quantities.

b) Shipping Definitions and Tracking Requirements

Flora defines an order as ‘shipped’ when it has been delivered to the shipping carrier or provider and is en route to the Flora Customer.

Flora expects all Product Vendors to work with reliable logistics providers that are able to provide accurate carrier information and a valid package tracking number at the time of shipment. For a tracking number to be valid, it must be recognized on the carrier website at the time of shipment and provide accurate information during transit.

c) Packaging Guidelines

Flora expects all Product Vendors to maintain high quality standards regarding how products are packed and delivered. Items should be placed in appropriately sized boxes and packed in such a way to prevent damage.

Flora has specific requirements regarding what information is included on packing slips (see Preferred Packing Slip Configuration below). These requirements are intended to avoid any pricing confusion on the part of the Flora Customer and to avoid any potential conflict in resolving service issues.

Preferred Packing Slip Configuration:

  • Instruction to contact Flora Customer Services for Support
  • Removal of pricing details
  • If you cannot comply with this configuration Flora requests that you do not provide a packing slip with the shipment(s). It is expected that Flora Customers will contact Flora Customer Services to initiate returns or to resolve any problems. You may include a free return-shipping label in the original shipment if you normally do so.

3. Performance Management Process

Flora will monitor the performance of each Product Vendor on an ongoing basis, with the objective of assessing each Product Vendor’s ability to meet our service promise to Flora Customers. When reviewing Product Vendor performance, Flora will consider a variety of factors:

  • Adherence to the Flora performance expectations outlined above.
  • Adherence to expected service levels as defined by the Product Vendor in their operational configuration.
  • Evaluation of Flora performance metrics relative to other Product Vendors in similar categories.

If a Product Vendor fails to meet these expectations, Flora will communicate these issues in a timely manner and work with the Product Vendor to develop an action plan. Flora may recommend that the Product Vendor set new service levels or automatically adjust them. Flora will continue to closely monitor performance for desired improvement. If a Product Vendor continues to perform poorly, Flora reserves the right to select other Product Vendors to fulfill like orders (until the underperforming Product Vendor is able to demonstrate to Flora that it has remedied the underperformance) or Flora may choose to suspend the Product Vendor’s access to the Flora Marketplace. If the performance issue significantly impacts the Flora Customer experience, Flora may suspend the Product Vendor’s access without advance notice.

4. Order Acknowledgement (Explanation)

The Order Acknowledgment is a requirement from Flora that a Product Vendor acknowledge an order when Flora has selected the Product Vendor for fulfillment. Flora transmits orders to your store via the Shopify Application Programming Interface (API), and a successful API call in which the order is transmitted to you is considered a valid Order Acknowledgement with no further action required by you. If the order transmission is not successful, Flora may retry submission by making one or more additional API calls until the order is successfully transmitted, or until Flora determines that it will no longer retry, in which case the Order Acknowledgement is considered to be unsuccessful.

5. Product Vendor Order Defect Rate (Explanation)

Flora recognizes that select order defects may be due to the fault of the Product Vendor, the shipping carrier, or Flora. Flora will take these into consideration when evaluating the order defect rate.
In general, Flora will attribute the following types of order defects to the Product Vendor:

  • Damaged, defective or broken items.
  • Missing or wrong items.
  • Late or lost shipments.

Ongoing violations of the Flora Fulfillment Policy may result in Flora revoking the privilege to list on the Flora Marketplace. 

EXHIBIT B

Flora Returns Policy

Flora strives to take the hassle out of returns for both Product Vendors and Flora Customers. We offer our Flora Customers a consistent returns policy across all of our Product Vendors, where Flora’s Customer Services team handles Flora Customer interactions and servicing such as returns and refund payments.

It is expected that Product Vendors mirror their existing return shipping cost policy, to the extent that it is more favorable to the customer than the standard Flora policy. If return shipping is free whether by policy or common practice, then the Product Vendor is expected to pay for return shipping costs. In general, Flora will generate a return shipping label or facilitate the return using an appropriate carrier and method that provides the ability to track return shipments.

If Flora has deemed that your error (or your agent’s error) was the reason for a return (e.g., you shipped an incorrect item to a Flora Customer or an item was damaged/defective), you will be responsible for return shipping costs regardless of your normal return shipping cost policy.

1. Flora Customer Return and Refund Policy

In general, Flora Customers have the right to request free returns of items for up to 30 days after the initial delivery date, with no restocking fee or other charges and for up to 60 days with a processing fee. Flora Customers may be provided the option during the shopping experience of waiving the right to return products.
Returned items must meet the following requirements:

  • The item is not on the list of Non-Returnable Products and Product Categories.
  • The item must still be new, in the original packaging and with the original tags still attached.
  • Damaged, defective and incorrect items delivered to Flora Customers may be returned at no added charge, regardless of whether that Flora Customer elected to ‘waive returns’ for the item.

At this time Flora does not process exchanges, only returns, replacements and refunds.
In order to ensure this return policy is not abused by Flora Customers, the Flora Customer Services team will monitor behavior and address any issues of policy abuse. Flora will review and determine when Flora Customer accounts associated with abuse will be inactivated.

2. Flora Product Vendor Return Policy

As described above, certain sales made by you to Flora Customers may result in returns to you and replacements and/or refunds of products fulfilled by you. If a product fulfilled by you is returned, replaced or has a refund request to Flora, Flora may decide to submit to you a replacement, return and/or refund request, providing the reason for the replacement, return and/or refund request.

a) Replacements

For any item(s) that Flora needs replaced, you will receive either a return notification requesting that the item(s) be replaced upon return or receive an order that is identified as a replacement order for the previously shipped item(s). For settlement purposes, a replacement order will be treated as a separate order with the same price and commission charges as the original item(s). Upon Flora’s return of the original item(s), the replacement order will be debited from the Product Vendor account. If the original item(s) cannot be returned such as if the shipment is lost, the item(s) condition prevents a return, or the cost to return the item(s) exceeds the resale value of the item(s), Flora will directly deduct the value of the replacement order from the Product Vendor account.

b) Returns and Refunds

Upon your receipt and processing of returned item(s), you will either replace the item(s) as described above or, if a refund is requested, the refund amount will be debited from your Product Vendor account. If Flora determines that more than one week has passed since you received returned item(s) and you have not yet processed the returns, Flora will initiate the returns processing for the item(s) on your behalf. The refund amount will generally equal the item(s) price set by you. This amount is the original price at which you sold the item(s) to the Flora Customer, through the Flora Marketplace. If it is your normal policy to also refund original shipping costs on returns, it is expected that that policy also be mirrored on Flora.

  • In some cases, Flora will directly debit the product vendor account for a refund without requiring a return, such as if the shipment is lost, the item(s) condition prevents a return, or the cost to return the item(s) exceeds the resale value of the item(s). If Flora deems that your error (or your agent’s error) was the reason for the return and/or refund (e.g., you shipped the incorrect item(s) or the item(s) arrived damaged/defective), it is expected that you will refund the item(s) price.
  • Flora will generally direct the return shipment to your closest facility accepting returns or if applicable, the return location identified with the original shipment details sent to Flora.

c) Return Processing

Flora Customers can initiate the return of products for up to 30 days after product delivery for free, with no restocking fee or other charges and for up to 60 days with a processing fee. Relating to this timing, and to ensure an appropriate Flora Customer experience, our Product Vendors must accept returns at their facilities for up to 60 days after the product delivery date (this excludes items on the list of Non-Returnable Products and Product Categories and other items specifically agreed to by Flora and the Product Vendor).

3. Performance Expectations

In order to ensure a positive Flora Customer experience, Flora expects that all Product Vendors promptly review and process returns. Flora will review and monitor return processing performance and work with the Product Vendor to address any issues (see the Fulfillment Policy, Performance Management Process for more details).

Returns Processing Time

  • This metric is defined as the percentage of Flora returns that are processed and completed within 2 business days after receiving the returned item.
  • Performance Expectation: >99.0% for 2 business days

4. Settlement and Refund Processing 

If you accept a return or refund request, Flora will debit your Flora account for any amount originally credited for such product. This debit will include original shipping costs if you, or your agent, are deemed at fault. In addition, Flora will also debit your Flora account for return shipping costs when applicable.

Upon receiving a return, if Flora determines that a refund is due, the full amount will be processed at Flora's full discretion. If you, as the vendor, wish to dispute the refund amount, including any deductions related to the original or return shipping costs, you are entitled to present your case to Flora, providing the date of the return, detailed reasons and any relevant evidence for your dispute. Flora's determination will be made considering the spirit of fair and equitable treatment in the marketplace.

For refund amounts debited against your account, Flora will also refund back to you the commission fee originally charged on the refunded amount.

5. Non-Returnable Products and Product Categories

Select sets of items on the Flora Marketplace are not eligible for Flora Customer return. These items include but are not limited to software and hazardous items. All items that are not eligible for return are indicated to Flora Customers on the Flora Marketplace.

6. Ownership of Returned Products

Title to and risk of loss for shipment of tangible product returned by a Flora Customer will transfer immediately to the Product Vendor upon delivery to the common carrier for shipment back to the Product Vendor.

EXHIBIT C

Flora Pricing, Settlement and Commissions Policy

1.Pricing

a) How Prices Work on Flora

For each product that you list on the Flora Marketplace, you will provide the price at which you will sell the product to Flora Customers (the “Item Price”) provided that you will pay the shipping fees for that product. At checkout, subject to the paragraph below, the Flora Marketplace will match Flora Customers with Product Vendors, thereby determining which Product Vendor(s) will fulfill a given Flora Customer order, based on the Item Price. If you are selected as the fulfilling party, you will sell the item to the Flora Customer at a price to be provided by Flora, based on the Item Price you will provide, and the commission Flora will receive. 

For the Flora Marketplace to provide Flora Customers with the benefits of an efficient marketplace (savings for Flora Customers, profitability and flexibility for Product Vendors), the Item Price of an item should be equal to or less than what you sell the item for elsewhere, including, but not limited to, any on-site sales or promotions.

b) Subscribe & Save Program

Flora’s Subscribe and Save Program (the "S&S Program"), offers customers the option to subscribe to their favorite products for scheduled, recurring deliveries. This program is designed to provide customers with convenience and savings, while also offering Product Vendors an opportunity to increase customer loyalty and steady sales volume.

1) Product Enrollment, Availability, and Withdrawal
Flora reserves the right to enroll eligible products in the S&S Program at its discretion. Product Vendors or Flora may terminate a product's enrollment at any point. Vendors wishing to withdraw their products from the program should notify Flora via email.
All products considered for enrollment must satisfy the established eligibility criteria. Furthermore, any product available through the S&S Program must also be accessible to customers not enrolled in the program, ensuring widespread product availability.
2) Customer Discounts and Pricing
Product Vendors agree to support the Program by funding any customer subscription discounts. Flora reserves the right to offer and fund additional discounts at its discretion. Discounts from other Flora promotional programs may be combined with the Program discounts at the discretion of Flora, offering enhanced savings opportunities to Flora Customers.
3) Order Fulfillment and Cancellation
Flora retains the discretion to allocate Subscribe and Save orders among various Product Vendors, without guaranteeing order placement with any particular Vendor.

Customers may cancel their Subscribe and Save subscriptions at any time, offering flexibility to Flora Customers.

c) Product Based Customer Savings Policies

Flora maintains the ability for Product Vendors to influence how Flora Customer savings benefits are displayed at the item level such as when you need to consider product-based pricing policies. In advertising prices to Flora Customers, Flora will comply with Product Vendor’s pricing controls indicated in the Product Vendor’s product feed, such as its Minimum Advertised Price (“MAP”) policy. Exceptions apply in the context of the Subscribe and Save (S&S) Program and any special discounts that Flora chooses to finance. These exceptions ensure a balanced approach between maintaining vendor pricing policies and offering value to Flora customers.

 

2. Settlement

a) What You Receive

At a given point in time, your account with Flora will contain credits (amounts owed to you by Flora) and debits (amounts you owe Flora). The components of this account balance are as follows:

  1. Amounts owed to you = cumulative Item Price of items sold to Flora Customers through the Flora Marketplace.
  2. Amounts you owe Flora = commissions, monetary incentives offered to Flora, refunds and return shipping costs if applicable.

For items sold, the date at which the sale of the item is recognized is the shipping confirmation date. This date is also the moment at which any commissions are calculated and recorded for a given transaction. Regarding refund amounts you owe Flora, see the Flora Returns Policy for a detailed description of how refund amounts are determined. Payments are made to you in United States Dollars (USD).

b) When You Get Paid

Flora operates with a monthly settlement process, taking into account the return period for each transaction. Payments for purchases are processed at the end of the month once the return period concludes. After this, Flora will reconcile the amounts due and remit the balance to your designated account in the Flora Control Center via Automated Clearinghouse (ACH), PayPal, or other payment method. This transfer is scheduled for the end of the month following the conclusion of the return period, with funds typically available within three to four business days. Payment processing may experience delays if this period coincides with a U.S. Federal Holiday.

Should your account balance in a given week be negative (meaning that you owe Flora money), Flora reserves the right to offset any future payments to you by that negative balance amount, or to invoice you for that amount. It is your responsibility to provide accurate banking information. Flora is not responsible for any delays in payment to you that result from inaccurate banking or payment information entered via the Flora Control Center.

c) Commissions

When you sell an item on the Flora Marketplace to Flora Customers, Flora will collect from you a commission fee (“Commission”). That Commission is calculated as follows (any terms in bold are further defined below):

For any item sold on Flora, the commission rate = the “Base Commission Rate” + “Payment Processing Fee Rate” 

For any item sold on Flora, the amount of Commission charged = Unit Price * (Base Commission Rate + Payment Processing Fee Rate)

1. Definitions
  • Base Commission
    • As noted above, the starting point for the commission percentage is the Base Commission. That rate is determined based on the Flora Category in which the item is classified, as determined by Flora. (See below for Flora Base Commission Rate Schedule.)
  • Payment Processing Fee
    • A supplementary charge, that is applied specifically to cover the costs associated with handling payments. This fee is levied on top of the Base Commission Rate, which is the primary fee charged for services or transactions. The purpose of the Payment Processing Fee is to offset the expenses incurred by the payment processors, which may include but are not limited to credit card fees, bank transfer fees, and other costs related to the secure and efficient processing of monetary transactions. This fee is set at 5% and ensures that the infrastructure, security measures, and administrative efforts required to facilitate smooth and reliable payment transactions are adequately funded.
  • Item Price
    • As discussed in the Pricing section, for a given item, this equals the Item Price that you provide us or set via the Flora Control Center for that item.
    2. Flora Base Commission Rate Schedule
    Base Commissions for products on the Flora Marketplace are 15% unless explicitly agreed otherwise in writing between Flora and the Product Vendor.

     

    EXHIBIT D

    Flora Product and Listing Policy

    Flora will work closely with our Product Vendors to ensure that we maintain the highest standards of product quality and that all information associated with the sale of products is presented honestly, responsibly and legally. Flora undertakes not to list your products on other marketplaces without your prior written approval.

    1. Flora-Maintained Product Catalog and Search Experience

    Flora maintains a curated product catalog and search experience on the Flora Marketplace in order to ensure a clean, Flora Customer-friendly shopping experience. Flora has sole discretion to determine which products, product categories, and brands will appear in general (i.e., non-product or brand-specific) search results on flora.co and which products will appear only in brand-specific search results. In addition, Flora has locked product listings and maintains control of the content, appearance, design and other aspects of each product listing.

    The product list provided by the Product Vendor and the associated Product Content will be evaluated using Flora’s proprietary curation process to determine which products will be included in general search results on the Flora Marketplace. Products that are not included in general search results may still be available for sale on the Flora Marketplace and included in brand-specific search results. As a result of this curation process, or at Flora’s discretion, specific products that do not meet Flora’s standard of quality, or products that are prohibited by Flora, will not be available for listing on the Flora Marketplace (see Product and Listing Guidelines). Flora will communicate the results of this curation process to the Product Vendor via the Flora Control Center. For items that did not meet the criteria to be available on the Flora Marketplace or included in general search results, the Product Vendor has the option to submit an appeal to Flora and the item will be reconsidered.

    When a Product Vendor uploads their product catalog to Flora, the Flora system also evaluates the Product Content to be provided and determines which content to include in the listing for each item. Flora will provide a process to enable Product Vendors to request edits to listing details.

    2. Flora Product Listing Requirements

    Flora Product Vendors that want to list their items on the Flora Marketplace are required to upload a list of products and required “Product Content” (as defined below and as dictated in the Flora Control Center) for those items. Flora requires that Product Vendors provide complete information for each item listed on flora.co and encourage our Product Vendors to provide high quality data to ensure a positive consumer experience (for additional details and a full list of fields, please review the Product Schemas in the Flora Control Center).

    At a minimum, Flora requires all of the fields below in order to create a product offer on Flora. It is strongly encouraged that Product Vendors upload all required and optional fields (identified in the Flora Control Center) in order to ensure products are listed quickly and to improve the quality of listed products.

    Required information:

    a) Product sustainability information

    Complete list of product materials and/or ingredients, information on material sourcing, Post Consumer Recycled (PCR) material content and end of life product disposal specifications. Similar information is also required for the packaging. Flora will ask Product Vendors a list of questions to determine the sustainability value chain impact through a survey.

    b) Supply chain sustainability information

    Detail on where products are made, manufacturer screening process and transportation information

    c) Sustainability questionnaire

    A short questionnaire to help us better understand what makes your product sustainable and inform the impact calculation that is displayed on the Flora Marketplace. Questionnaire includes information on any sustainability certifications (supporting documentation required where applicable) and sustainability-related product attributes

    d) Merchant SKU

    The unique identifier used by the Product Vendor to identify the product

    e) Unique IDs

    At least one, but preferably multiple, globally unambiguous identification number or standard product code (GTIN-8/12/13/14, ISBN10, UPC, EAN, etc.)

    f) Product brand

    The unique product brand used by the manufacturer

    g) Product Manufacturer

    The manufacturer of the brand

    h) Manufacturer part number

    The manufacturer’s unique part number for the product

    i) Product Description

    The long description of the product (≤ 2000 characters)

    j) Product Description Bullets

    At least two but preferable more unique product feature descriptions (≤ 500 characters).

    Please adhere to the following recommendations:

    Bullet points are meant for short, easily digestible pieces of information about a product,

    Bullet points should give the customer a snapshot of: (i) what the product is, (ii) what it does and (iii) what is included for the price,

    Bullet points have to list out features of your product that are considered to be its key features or most important characteristics,

    Steer clear of the usage of promotional content, information on pricing or sales, and discounts that you have on offer,

    Do not use competitors’ brand names.

    k) Attribute Information

    Attribute IDs from the Flora provided documentation that corresponds with the attribute of the product, as well as the value of the attribute (e.g., Attribute ID 87 for Men's Dress Shirt Size and Attribute Value 16 Neck x 33 Sleeve)

    l) Relationship/Grouping Information

    Information to group related SKUS as either a variation relationship or an accessory relationship (if applicable)

    m) Variation Information

    Information to identify the attributes by which parent-child SKUs in a relationship/grouping relate on 

    n) Multi-Pack Quantity

    The number of items based on Standard Product Code (Unique ID) that makes up your merchant SKU. Accuracy of this field is essential in order to ensure listing integrity, be sure to review the field explanation on the Flora Control Center

    o) Item Price

    The provided price at which you will sell the product to Flora Customers

    p) Pricing Policy Control

    Minimum Advertised Price (MAP) or Minimum Selling Price (if applicable)

    q) MAP Price

    The requested Minimum Advertised Price (MAP), if MAP policy is set

    r) Inventory

    The quantity of inventory for the given item in a given fulfillment node Product Images: In addition to a main image (main product images must have a pure white background), an alternative image and/or swatch image must be provided. Accepted formats are .jpeg, .jpg, and .gif. Images should be 1500 x 1500 pixels or larger.

    s) Package Dimensions

    Length, width and height, in inches, of the product when in its shippable (i.e., packaged or boxed) configuration

    t) Shipping Weight

    Weight, in pounds, of the product when in its shippable (i.e., packaged or boxed) configuration.

    3. Licenses; Intellectual Property

    You, the Product Vendor, grant Flora a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, display, distribute, adapt, modify, re- format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Product Content provided or made available by you to Flora. “Product Content” means the materials describing or depicting the products listed by you on the Flora Marketplace, including product information and descriptions, photographs, videos, product data and literature, and any trademarks and copyrights relating to your products. You represent that your Product Content does not violate another party’s intellectual property rights.

    You acknowledge that given the nature of the Flora Marketplace, Flora may use the Product Content in whole or in part on the Flora Marketplace, including in connection with the listing via a different Product Vendor of a product that you have submitted. Nothing in this Policy will impair Flora’s rights under applicable law to list and display products without a license (e.g., through fair use, a third-party license, or referential use under trademark law).

    4. Product and Listing Guidelines

    Flora requires that all Product Vendors adhere to a high standard of quality regarding the products that they list on the Flora Marketplace and the related Product Content that they provide.

    All Product Vendors should be authorized to sell the products that they list on the Flora Marketplace. If a manufacturer of a product that you list on the Flora Marketplace has established an authorized reseller or dealer program/policy (“Authorization Policy”) applicable to that product (“Authorized Resale Product”), Flora reserves the right to defer to the manufacturer’s Authorization Policy by recognizing only the manufacturer’s authorized dealers as Flora Product Vendors with respect to selling the Authorized Resale Product on the Flora Marketplace. Flora will work with manufacturers and any affected Product Vendor to address these issues and, if applicable, verify authorization. Flora reserves the right to curtail or suspend any Product Vendor’s access to the Flora Marketplace for repeated attempts to make unauthorized sales of Authorized Resale Products. Product Vendors must also comply with the following:

    • Items are accurately represented in listings and listing photos.
    • All items and Product Content provided are legal and in compliance with U.S. state and federal regulations.
    • All items listed are new and in original condition. The item’s original manufacturer’s warranty (if there is one) must still apply. At this time, Flora does not support the sale of used or refurbished products.
    • All items listed for sale must be authentic. Flora will not allow any counterfeit product to be sold on the Flora Marketplace.
    • Flora reserves the right to prohibit any product or product description that infringes on another’s intellectual property, including any “knock-off” products. Product Vendors are responsible for ensuring that their products on the Flora Marketplace have all appropriate intellectual property rights, including any licenses. Flora reserves the right to make judgments about whether or not a listing is appropriate.
    • All items listed on Flora are expected to be professionally manufactured products. Flora does not sell homemade items.
    • All items listed on Flora must utilize the product variant feature, meaning for example that an item available in eight colors that is otherwise identical except for color must not be listed as eight separate items, but rather a single item with eight color options.
    • Each item listed on Flora must have a unique identifier that is not specific to the Product Vendor. Acceptable forms of a unique identifier include standard product code (e.g. ISBN, UPC, EAN, etc.), or brand/manufacturer part number.
    • Only bundles created by manufacturers with unique UPCs are available for sale on the Flora Marketplace; retailer bundling is not permitted on the Flora Marketplace.
    • Custom multi-packs of a single product are uploaded to the Flora system with the correct Flora multi-pack quantity, as defined in the Flora Control Center.
      • All necessary Product Content is responsibly presented, including all required product warnings and disclosures - see Compliance with Consumer Product Laws.
      • All items are presented in good taste as to not offend our Flora Customers and do not promote, support or glorify illegal activities or hatred toward or otherwise demean people based upon: race, ethnicity, religion, gender, gender identity, disability, or sexual orientation; including items or content that promote organizations with such views. Flora, in its sole discretion and without explanation or justification, reserves the right to remove products containing political or social content deemed inappropriate, or a seller of such products.
    • While Flora generally allows the listing of adult and sexual wellness products, Flora reserves the right to disqualify certain products at any time. When listing adult/sexual wellness products, (1) you must only display the actual product and not use any human models and (2) the displayed product images cannot contain nudity, profanity or graphic adult language. If the product or product description has prohibited content (such as nudity), it must be removed or blacked out.

    5. Prohibited Products on the Flora Marketplace

    Flora prohibits the sale on the Flora Marketplace of certain products, including those products that are:

    • illegal, including products that Flora believes are intended to produce an illegal product or undertake an illegal activity,
    • unsafe,
    • offensive, such as products that promote or glorify hatred, violence, racial, sexual or religious intolerance.

    Additionally, Flora may prohibit the listing of items on the Flora Marketplace that are or may be legal, but are either highly regulated or do not meet Flora’s vision for the Flora Marketplace (in both cases, as determined by Flora in its sole discretion).

    Below is a list of items that Flora prohibits on the Flora Marketplace. This list is not exhaustive, as there may be other items that Flora prohibits.

    Please note that there may be exceptions to this list where Flora will authorize pre- approved Product Vendors to list an item or a category on this list on a case-by-case basis.

    If a Product Vendor has any questions about this list or the opportunity to be authorized to sell items in categories prohibited on this list, please contact brands@flora.co. 

    Prohibited items - Flora prohibits the listing of:

    Anything illegal

    whether to sell in the United States, or any products that are illegal on a state or municipal level

    Animals

    Meaning no live animals. Also, no items made from certain animals, such as animals endangered or threatened under the U.S. Endangered Species Act or such as ivory from ivory-producing animals such as whales or elephants. There may be exceptions – contact Flora

    Automobiles

    that require registration, at least for now. (Also, Flora will not sell automotive electronics that are intended or designed to affect traffic, block signals, etc.)

    Currency, Coins, Cash Equivalents, and Gift Cards

    Drugs or other controlled substances


    (other than common over-the-counter drugs that are legal and approved for distribution by Flora), or products that are intended to simulate illegal drugs 

    Dietary supplements

    Dietary supplements (i.e., vitamins, minerals, herbs, or other substances, such as amino acids or fatty acids eaten to supplement the diet) are not prohibited, provided that the product complies with the requirements below:

    Packaging

    • Supplements must be sealed in the original manufacturer’s packaging
    • Supplements must be new and unused
    • Supplements must clearly display the identifying codes placed on the packaging by the manufacturer or distributor, such as matrix codes, lot numbers, or serial numbers

    Labeling

    Supplements must be labeled in English with the following information:

    • The name of the dietary supplement
    • The total quantity or amount of the dietary supplement, such as 100 tablets, 5 mg, 6 oz
    • A “Supplement Facts” panel
    • The ingredient list
    • The name and address of the manufacturer, packer, or distributor
    • Supplement labels must not state that the products cure, mitigate, treat, or prevent a disease in humans, unless that statement is approved by the FDA
    • Supplement labels must not claim that the products have the same effects as controlled substances or prescription drugs, such as names that could be confused with controlled substances or prescriptions drugs
    • Supplement labels must not claim that the supplements are “FDA approved”
    • Supplement labels must not use the FDA logo
    • Supplement labels must not state “tester,” “not for retail sale,” or “not intended for resale”

    Detail page

    Detail pages must include the following information:

    • The name of the dietary supplement
    • The ingredient list, including an image of the ingredient list from the product label
    • The total quantity or amount of the dietary supplement, such as 100 tablets, 5 mg, 6 oz
    • Detail pages must not state that the products cure, mitigate, treat, or prevent a disease in humans, unless that statement is approved by the FDA
    • Detail pages must not include disease names in the keywords
    • Detail pages must not state that the products have the same effects as controlled substances or prescription drugs. Supplements cannot state that they are alternatives to prescription drugs or that they are just as effective as a prescription drug
    • Detail pages must not claim that the products produce an effect similar to that of an anabolic steroid, such as "Legal Steroids"
    • Detail pages must not state that the supplements are “FDA approved”
    • Images associated with detail pages must not include the FDA logo

    Products and ingredients

    • Supplements must not be named in an FDA recall or safety alert. For more information, go to Recalls, Market Withdrawals, & Safety Alerts.
    • Supplements must not contain ingredients prohibited by the FDA. For more information, go to Dietary Supplement Products & Ingredients.
    • Supplements must not be identified as adulterated, such as being unsafe or lacking evidence of safety, or misbranded like having false or misleading information on the label in an FDA warning letter. For more information, go to FDA Warning Letters.
    • Supplements must be safe for use and must not be a product that the FDA has determined presents an unreasonable risk of injury or illness, such as:
      • Products that contain pure powdered caffeine. For more information, go to Pure and Highly Concentrated Caffeine.
    • Supplements must not be named by the Federal Trade Commission (FTC) as making untrue marketing claims. For more information, go to Federal Trade Commission Press Releases.
    • Supplements must not contain controlled substances, such as:
      • Cannabidiol (CBD), a Schedule I Controlled Substance.
      • Anything listed in Schedules I, II, III, IV or V of the Controlled Substances Act. For more information, go to Schedules of Controlled Substances.
      • "List I" chemicals or their derivatives as designated by the Drug Enforcement Administration (DEA). For more information, go to List I and List II Chemicals.
    • Supplements must comply with Flora Policies, including:
      • Supplements that contain ingredients derived from sharks, whales, dolphins, or porpoises are prohibited from sale
      • Supplements that contain more than 12% hydrogen peroxide are prohibited from sale
      • Patches that are marketed as dietary supplements or detox products are prohibited from sale
      • Male enhancement supplements with the brand name Rhino are prohibited from sale

    Explosives

    Guns, gun parts and ammunition

    (except Product Vendors may list air or BB guns)

    Hazardous or dangerous chemicals (or items containing them)

    Many medical goods

    Such as (1) products that require FDA clearance or approval and have not been cleared or approved by the FDA for over-the-counter use or (2) certain other medical devices (regardless of FDA clearance or approvals), such as catheters or hearing aids - please contact brands@flora.co with any questions.

    Real property and real estate

    Recalled products

    (see www.recalls.gov)

    Stocks and other securities

    Tobacco

    or products that contain tobacco, or any other product containing nicotine

    Weapons

    such as unauthorized knives (switchblades, etc.), clubs, etc. Obviously, Product Vendors may list kitchen knives, other household knives and the like.

    Flora strives to maintain a high-quality product catalog and reserves the right to modify our list of Prohibited Products at any time.

    6. Compliance with Consumer Product Laws

    Each Product Vendor is solely responsible for ensuring and verifying that all of its products listed on the Flora Marketplace comply with applicable federal and state laws, including cautionary statements in product descriptions. Product Vendors should familiarize themselves with federal and state laws and regulations applicable to consumer products, and contact and work closely with their suppliers to ensure that all products sold are compliant with all applicable laws. Each Product Vendor is also responsible for updating its Product Content as necessary over time to comply with any applicable new legal requirements.

    By listing a product on the Flora Marketplace, each Product Vendor acknowledges and agrees that you, the Product Vendor, are responsible for identifying in your product description any cautionary statement (choking hazard warning) for games or toys for children, as required by federal law (15 U.S.C. § 1278). Product Vendors are required to provide applicable disclosures in the Flora Control Center where [“cautionary statement disclosure”] spaces are provided, with the understanding that these disclosures will be used on the Flora Marketplace. For more information, please contact brands@flora.co.

    Flora will list any such disclosure provided by a Product Vendor for a product description. If multiple Product Vendors upload different descriptions, Flora’s marketplace will default to the most inclusive description or, if applicable, the description provided by the product manufacturer.

    7. Handling of Product and Listing Policy Violations

    Flora takes its product listings seriously, and will always reserve the right to modify our policies at any time. In instances where we believe a Product Vendor is either inadvertently or intentionally not acting in a manner consistent with these policies, we will first strive to work together to correct the specific issue. Flora reserves the right to terminate any product listing that violates our policies (in Flora’s sole discretion) and, if the violating product comes into Flora’s or a Flora Customer’s possession, destroy the product. Ongoing violations of this Product and Listing Policy may result in Flora revoking the privilege to sell via the Flora Marketplace. If appropriate, Flora will also take legal action against a Product Vendor that violates this policy.

    This letter shall be governed by and construed in accordance with the laws of the State of Delaware of the United States of America.