Store Seller Agreement

1. About This Agreement

This Store Seller Agreement (the "Agreement") is a contract between you, the content creator or registered store seller who operates a Store on BlackTieVIP ("you" or the "Creator"; the term includes store-only sellers), and BlackTieVIP. It governs your use of the Store Manager and the operation of the merchandise store connected to your channel (your "Store").

This Agreement is in addition to the BlackTieVIP Terms & Conditions, Privacy Policy and any creator agreement you have already accepted. If this Agreement conflicts with those documents on a matter concerning your Store, this Agreement controls.

You accept this Agreement by ticking the acceptance box and typing your full legal name in the Store Manager. That action is your electronic signature and has the same effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act and applicable state law. We record the version you accepted, the date and time, your typed name, and the IP address and browser used. You cannot access the Store Manager, and your Store cannot be opened, until you have accepted the current version of this Agreement.

2. Definitions

• Store: the public merchandise storefront connected to your channel, at an address that includes your channel name, together with its products, artwork, text and settings.
• Buyer: any person who views your Store, adds items to a cart or places an order. Buyers do not need a BlackTieVIP account.
• Catalog Item: a product that BlackTieVIP makes available to all Creators to list in their Stores, and that BlackTieVIP (or its supplier) produces, packs and ships.
• Own Item: a product that you create, source or list yourself, and that you pack and ship.
• Sale Price: the price per unit you set for an item, excluding shipping charges and taxes.
• Creator Cost: the amount per unit that BlackTieVIP charges you for a Catalog Item, as shown in the Store Manager at the time of the sale.
• Minimum Price: the lowest Sale Price at which BlackTieVIP permits a Catalog Item to be sold.
• Platform Fee: the fee described in section 8, currently fifteen percent (15%) of the Sale Price.
• Tracking Information: the shipping carrier (USPS, UPS, FedEx or DHL) and the tracking number for a shipment.
• Hold Period: the period after Tracking Information is entered during which earnings are held before becoming available for payout, currently fourteen (14) days.

3. Eligibility

To operate a Store you must (a) be at least 18 years old and the age of majority where you live; (b) hold an active content creator account or store seller account in good standing; (c) operate a channel that BlackTieVIP has approved, or a store registered through the BlackTieVIP seller registration; and (d) accept this Agreement. You must keep your account, contact and payout details accurate and current.

Your Store is personal to you and your channel. You may not transfer, sell or assign your Store or this Agreement, or let another person operate your Store, without our written consent.

4. Your Store Is Public and Not Age-Restricted

Unlike the rest of BlackTieVIP, Stores are open to the general public. Anyone can visit a Store without an account and without passing an age gate. Because of this, everything in your Store must be suitable for a general audience. In particular, your Store name, tagline, description, logo, banner, product titles, descriptions, images and policies must not contain or link to:

• nudity, partial nudity, or sexually explicit or sexually suggestive imagery or text;
• any content from your channel or any other age-restricted part of BlackTieVIP, other than the "Visit channel" link that BlackTieVIP provides, which sends visitors through the BlackTieVIP age gate;
• any content that sexualises minors or that could appeal to minors in a sexual context, in any way whatsoever;
• hateful, harassing, threatening, violent or unlawful content; or
• personal information about any person other than yourself.

You must not reuse your channel's avatar, banner or description in your Store unless they meet this standard.

5. Prohibited Items

You may not list, offer or sell any of the following in your Store:

• Any item that is, depicts, resembles, can be mistaken for, or appears to be human anatomy, including sex toys, adult novelties, anatomical replicas, and moulds, casts or likenesses of any body part. This rule is applied strictly and at BlackTieVIP's sole judgement.
• Worn, used or soiled clothing, underwear or intimate apparel, or any item marketed by reference to its contact with, or use on, a person's body.
• Sexually explicit or pornographic material in any form, including printed photographs, posters, media or digital files.
• Items that legally require age verification to purchase, including alcohol, tobacco, nicotine and vaping products, cannabis and hemp-derived intoxicants, and prescription or controlled drugs.
• Weapons, ammunition, weapon parts and accessories, fireworks, and hazardous or flammable materials.
• Counterfeit goods, and items that infringe any copyright, trademark, right of publicity or other right of another person.
• Recalled, unsafe or mislabelled products, and products that do not meet applicable safety, labelling or content requirements (for example, children's products safety rules or textile labelling rules).
• Live animals, animal parts, food, supplements, cosmetics and other ingestible or topical products.
• Gift cards, cash equivalents, securities, cryptocurrency and lottery or sweepstakes entries.
• Services, subscriptions, digital downloads, personal meetings or experiences (the Store currently supports physical goods only).
• Any item that is illegal to sell or ship to the United States or Canada.

Each time you save an Own Item, you confirm that it complies with this section. BlackTieVIP may update this list at any time by updating this Agreement.

6. Listing, Review and Removal

Own Items and Store artwork are published as soon as you save them. BlackTieVIP reviews Stores after publication and may, at any time and without notice:

• hide or remove any product, image, text or artwork;
• automatically hide an item that several visitors report, pending review; and
• suspend your Store or revoke your Store privileges as described in section 13.

BlackTieVIP has no obligation to review your Store, and a decision not to remove an item is not approval of it. You remain solely responsible for everything you list.

7. Catalog Items

BlackTieVIP sets and may change the Creator Cost, Minimum Price, suggested price, available options, shipping charges and availability of each Catalog Item at any time.

• You choose which Catalog Items to list, and you set a Sale Price that is equal to or higher than the Minimum Price.
• If BlackTieVIP raises the Minimum Price above your Sale Price, your Sale Price will be raised automatically to the new Minimum Price, and we will notify you.
• A change to the Creator Cost applies only to orders placed after the change.
• If a Catalog Item is retired, it is removed from your Store. Orders already placed are not affected.
• BlackTieVIP (or its supplier) produces, packs and ships Catalog Items and enters their Tracking Information. BlackTieVIP handles returns and replacements for Catalog Items that are defective, damaged in transit or not as described.

You may change the title and description of a Catalog Item in your Store, but you must not make claims about it (for example, about materials, sizing or origin) that are inaccurate or that BlackTieVIP has not provided.

8. Own Items, Shipping and Fulfilment

Your responsibilities for Own Items

• You are responsible for the accuracy of your listings, and for the quality, safety, legality, labelling and packaging of your Own Items.
• You must keep inventory accurate and must not list items you cannot ship.
• You must ship each order within five (5) business days of the order being placed, unless the listing clearly states a longer handling time.
• You must use a tracked shipping service from USPS, UPS, FedEx or DHL, and enter accurate Tracking Information in the Store Manager promptly after shipping. You must never enter a tracking number that does not belong to the shipment.
• For shipments to Canada, you are responsible for completing accurate customs declarations and for complying with export and import rules.
• You bear the risk of loss and damage for Own Items until they are delivered to the Buyer.

Shipping rates and free shipping

You set the shipping rates for your Own Items for each destination country you choose to serve (currently the United States and, optionally, Canada). You may also offer free shipping on Store orders above an amount you choose.

When a Buyer's order from your Store qualifies for your free-shipping offer, no shipping is charged to the Buyer for that order. This includes Catalog Items, and the shipping charge BlackTieVIP would otherwise have collected for those Catalog Items is deducted from your earnings. The Store Manager shows this cost before you set a free-shipping amount.

Returns policy and customer service

You must publish a returns policy for your Store and honour it. Whatever your policy says, you must at a minimum provide a refund or replacement when an Own Item is not delivered, arrives damaged, or is materially different from its description, if the Buyer tells you or BlackTieVIP within thirty (30) days of the expected delivery date. You must respond to Buyer enquiries forwarded by BlackTieVIP within two (2) business days.

9. Prices, Fees, Earnings and Payouts

Prices

All prices are in U.S. dollars. You set the Sale Price of your items, subject to the Minimum Price for Catalog Items. Prices shown to Buyers do not include sales or other taxes (see section 10).

Payment collection

When checkout is enabled, Buyers will pay through BlackTieVIP. You appoint BlackTieVIP as your limited agent to receive payment from Buyers on your behalf. A Buyer's payment to BlackTieVIP satisfies the Buyer's obligation to pay you, whether or not BlackTieVIP has yet paid you.

Platform Fee and your earnings

For each unit sold, BlackTieVIP retains a Platform Fee of fifteen percent (15%) of the Sale Price, rounded to the nearest cent. The Platform Fee is not charged on shipping or taxes. Your earnings are calculated as follows:

• Own Items: Sale Price, less the Platform Fee, plus the shipping charges the Buyer paid for your Own Items.
• Catalog Items: Sale Price, less the Platform Fee, less the Creator Cost. Shipping charges for Catalog Items belong to BlackTieVIP.
• Less any free-shipping cost under section 8, and any refunds, chargebacks, reversals or adjustments under this section.

BlackTieVIP may change the Platform Fee on at least thirty (30) days' notice. Changes apply only to orders placed after the change takes effect.

When earnings become payable

No earnings are payable for an item until it has shipped. Earnings for an item are released as follows:

• The item's Tracking Information must be entered: by you for Own Items, or by BlackTieVIP for Catalog Items.
• The Hold Period of fourteen (14) days must then pass.
• The earnings must not be subject to a hold, reversal or withholding under this Agreement.

If Tracking Information is corrected, the Hold Period restarts. BlackTieVIP may change the Hold Period on notice to you.

Payouts

BlackTieVIP pays available earnings to the payout method on file in your BlackTieVIP account, on a schedule BlackTieVIP sets. You are responsible for keeping your payout details accurate. BlackTieVIP is not responsible for payments sent to details you provided that turn out to be wrong.

Refunds, chargebacks, withholding and set-off

• If an order is cancelled, refunded or charged back, the related earnings are reversed. If those earnings were already paid, the amount becomes a negative balance.
• BlackTieVIP may set off any negative balance, and any amount you owe BlackTieVIP, against your future earnings from your Store or from any other BlackTieVIP program.
• BlackTieVIP may withhold earnings, for as long as reasonably necessary, where it suspects fraud, false Tracking Information, a breach of this Agreement or legal risk, or where your Store has been suspended or revoked. Withheld earnings are later released or reversed, in whole or in part, at BlackTieVIP's reasonable discretion.

10. Taxes

You are responsible for all income and other taxes on your earnings.

BlackTieVIP may ask you for tax identification information (for example, a Form W-9 or W-8) and may report your earnings to tax authorities as required by law. BlackTieVIP may withhold payouts until required tax information is provided.

Where the law requires BlackTieVIP, as a marketplace facilitator or otherwise, to calculate, collect and remit sales, use, goods and services or similar taxes on Store sales, BlackTieVIP will do so and those amounts are not part of your earnings. During the beta, BlackTieVIP does not calculate or collect sales tax.

11. Buyer Information

For orders that include an item you ship, BlackTieVIP gives you the Buyer's name, email address, telephone number and shipping address. For orders that BlackTieVIP ships entirely, you receive the Buyer's name, city and state or province only. You must:

• use Buyer information only to fulfil that order, provide customer service for it, and comply with the law;
• never use it for marketing, add it to any mailing list, contact the Buyer about anything other than their order, sell it, or share it with anyone other than your shipping carrier, unless the Buyer has separately and expressly agreed;
• keep it secure, and delete it when it is no longer needed for those purposes, and in any event within 180 days after delivery of the Buyer's most recent order from your Store, unless the law requires you to keep it longer;
• notify BlackTieVIP at legal@blacktievip.tv within 72 hours of discovering any loss of, or unauthorised access to, Buyer information; and
• comply with all applicable privacy laws, including U.S. state privacy laws and Canada's Personal Information Protection and Electronic Documents Act, and cooperate with BlackTieVIP in answering Buyer privacy requests.

12. Content Licence and Intellectual Property

You keep ownership of the content you upload to your Store. You grant BlackTieVIP a non-exclusive, worldwide, royalty-free licence to host, reproduce, resize, display and distribute your Store content, product images and descriptions. The licence covers operating, improving and promoting your Store and the BlackTieVIP Store program, and it lasts for as long as the content is in your Store and for a reasonable period afterwards.

You confirm that you own or have all rights needed for everything you upload, including the right to use any person's name or likeness, and that your items and content do not infringe anyone's rights. BlackTieVIP's names, logos and Catalog Item designs remain the property of BlackTieVIP or its licensors.

13. Suspension, Revocation and Closure

BlackTieVIP may, at its sole discretion, for any reason or for no reason, and with or without notice:

• suspend your Store, hiding it from the public while you remain able to edit it;
• close your Store and revoke your privilege to operate a Store, temporarily or permanently; and
• remove any item or content from your Store.

When BlackTieVIP gives a reason, it is provided for information only and does not limit this right. Your Store will also close automatically if your content creator or store seller status ends or is suspended, or if your channel or store is deactivated.

If your Store is closed or your Store privilege is revoked:

• your Store and its items are removed from public view and from Buyers' carts;
• you must still fulfil every order placed before the closure, and you keep access to the orders and earnings sections of the Store Manager for that purpose;
• earnings for shipped items continue to be released under section 9, unless BlackTieVIP withholds them under that section; and
• BlackTieVIP may, instead, cancel and refund unfulfilled orders. The related earnings are then reversed.

You may close your Store at any time by setting it to vacation mode or contacting support, but your obligations for orders already placed continue.

Sections 9 (as to amounts owed), 10, 11, 12, 13, 15, 16 and 18 survive the end of this Agreement.

14. Changes to This Agreement

BlackTieVIP may change this Agreement at any time by publishing a new version. When a new version is published, you must accept it before you can continue using the Store Manager. Your Store may remain open to Buyers in the meantime.

Changes do not affect orders placed before the new version takes effect, except where a change is required by law. If you do not agree to a new version, your remedy is to stop operating your Store and close it under section 13.

15. Indemnity

You will defend, indemnify and hold harmless BlackTieVIP, Black Tie, LLC and their affiliates, officers, directors, employees and agents from and against any claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to:

• your Store, your Own Items or your listings;
• your breach of this Agreement or of any law;
• your handling of Buyer information; or
• any claim that your content or items infringe the rights of another person.

16. Disclaimers and Limitation of Liability

The Store program is provided "as is" and "as available", and during the beta it may change, be interrupted or be discontinued without notice. BlackTieVIP does not guarantee any level of traffic, sales or earnings.

To the fullest extent permitted by law:

• BlackTieVIP will not be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data.
• BlackTieVIP's total liability arising out of or relating to this Agreement will not exceed the Platform Fees BlackTieVIP retained from your Store in the six (6) months before the event giving rise to the claim.

17. Relationship of the Parties

You and BlackTieVIP are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or franchise relationship. You are the seller of the items sold in your Store. BlackTieVIP acts as the operator of the marketplace, as your limited payment collection agent, and, for Catalog Items, as your supplier and fulfilment provider.

18. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of New Mexico and applicable United States federal law, without regard to conflict-of-laws rules. You and BlackTieVIP submit to the exclusive jurisdiction of the state and federal courts located in Bernalillo County, New Mexico, for any dispute arising out of or relating to this Agreement.

19. General

If any provision of this Agreement is held unenforceable, the rest remains in effect. BlackTieVIP's failure to enforce a provision is not a waiver. This Agreement, together with the documents referred to in section 1, is the entire agreement between you and BlackTieVIP about your Store. Notices to you may be sent to the email address on your account or shown in the Store Manager. Notices to BlackTieVIP must be sent to legal@blacktievip.tv.