Suplery Inc. Brand terms of service

Agreement to Brand terms

Welcome to Suplery!

Thank you for choosing to join Suplery as a seller.

Throughout Suplery Inc. Brand Terms of Service ("Brand terms"), the terms“Company”, “Suplery”, “we”, “our”, “us” refers to Suplery Inc. incorporated in State of Delaware. The terms “Supplier”, “you”, “your” refers to the person or company, organization, or entity agreeing to Brand terms. These Brand terms create a legally binding contract between you and Suplery and set forth the conditions under which you can sell products via a Brand account. These Brand terms are ancillary to and must be considered in conjunction with the Suplery Inc. Terms of Service ("General terms"). In case of any discrepancy or inconsistency between these Brand terms and the General terms, the provisions of the Brand terms shall take precedence.

These Brand terms include and reference multiple Suplery policies and rules. These policies and rules are hereby integrated into these Brand terms and should be considered as part of them.

Any capitalized and/or bold terms that are used in these Brand terms but are undefined, will be assumed to have the meanings given to them in the General terms. In these Brand terms, the phrase "access to the Platform" or similar language is to be understood as "access to the Platform on behalf of a Supplier."

By accessing or using the Platform, you confirm that you have read, understood, and agreed to be legally bound by these Brand terms on behalf of yourself and any company, organization, or entity you represent. IF YOU DO NOT AGREE TO THESE BRAND TERMS OR GENERAL TERMS IN THEIR ENTIRETY, YOU ARE HEREBY EXPRESSLY FORBIDDEN FROM ACCESSING OR USING THE PLATFORM, AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Modification of Brand terms

We reserve the right, in our sole discretion, to make changes or modifications to these Brand terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of the Brand terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Brand terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Brand terms by your continued use of the Platform after the date of such revised Brand terms. IF THE MODIFIED BRAND TERMS ARE NOT ACCEPTABLE TO YOU, YOU MUST DISCONTINUE USING THE PLATFORM IMMEDIATELY.

Definitions

Capitalized terms used in these Brand terms but not defined here have the meanings given to them in the General terms and related policies incorporated by reference.

“Payout(s)” refers to disbursements of Client payments, net of Set‑off amounts and Reserves, to the Supplier.

“Set‑off amounts” refers to fees, commissions, shipping label costs, refunds, chargebacks, taxes we remit as facilitator, penalties, damages, regulatory assessments, and other sums the Supplier owes under the Terms.

“Reserve” refers to a holdback (fixed or rolling percentage) of funds to cover expected liabilities (e.g., chargebacks, refunds, fraud, regulatory).

“Hold” / “Payout delay” refers to a temporary delay in Payouts due to defined risk, compliance, or operational reasons.

“Negative balance” refers to the situation when Set‑off amounts exceed funds available for Payouts.

“Custodial (FBO) account” refers to a pooled, segregated account maintained by the Payment Processor for the benefit of Suppliers until disbursement (not Suplery’s operating funds).

“Order completion” refers to the earlier of (a) the time when shipment is confirmed through Suplery’s automated system upon receipt of a valid parcel tracking number, or (b) the time when delivery of the Order is confirmed.

“Schedule” or “Commercial Schedule” refers to the Suplery Commercial Schedule executed between Suplery and the Supplier, recording the commercial variables specific to that Supplier. The Schedule supplements and forms part of these Brand terms.

“Pre-existing Client” refers to a Client with whom the Supplier had a documented business relationship prior to such Client’s registration on the Platform, and whom the Supplier has successfully designated as a Pre-existing Client through the Platform’s client claiming feature in accordance with the Suplery Client Categorization Rules, which is incorporated herein by reference. A Client who was first introduced to the Supplier through the Platform is not a Pre-existing Client, regardless of any subsequent off-platform contact.

Supplier categories and definitions

This Platform caters to diverse types of Suppliers, each carrying distinct roles and responsibilities. Herein, the term "Supplier" refers to the Business that has or is willing to obtain access to a Brand account on the Platform. The following are the specific Supplier categories:

Brand owner: A Brand is a Supplier engaged in the creation, manufacture, or production of professional cosmetics products. To be granted selling rights on the Platform, the Brand must provide valid proof of its rights to the brand name and the associated products.

Brand representative: A Brand representative is a Supplier who operates under the guidance of the Brand owner, carrying out responsibilities such as listing, pricing, selling products, and Client interaction on the Platform.

Distributor: A Distributor is a Supplier entrusted with distribution rights by the Brand owner or Brand representative, facilitating the availability of professional cosmetics products on the Platform.

Brand representatives and Distributors must secure the explicit written consent from the applicable third-party brand prior to conducting business on the Platform. This consent must include comprehensive brand details such as the brand name, products authorized for sale, and relevant contact information. All such details are mandatory for Suplery's legal compliance and quality assurance processes.

As a Brand representative or Distributor, you acknowledge and agree that a third-party brand retains the right to directly list its products on the Platform. Should the third-party brand choose to exercise this right, it may lead to the removal of the relevant products from your listing in accordance with the brand's decision.

The right to sell through the Platform

You are granted the right to present your Marketplace offerings and make sales via the Platform, provided that you satisfy all of the following conditions:

Legal Compliance: You possess the legal right to sell products in the United States and have obtained all necessary licenses, permits, certificates, etc. required by applicable laws and regulations.

Product Rights: You possess the legal right to sell the listed products. This includes, but is not limited to, obtaining requisite permissions for reselling products not originally manufactured by you.

Active Account: You have a verified Brand account on the Platform.

Platform Rules: You adhere to all policies, rules, and terms as stipulated by Suplery.

Failure to satisfy any of these requirements mandates an immediate halt of your product listing and sales activities on the Platform. You are obligated to notify Suplery of any such non-compliance. You hereby accept full responsibility for any violation of these requirements and agree to compensate for any resulting losses incurred by either Suplery or any third-party user of the Platform.

Your clients on the Platform

The relationship between you, as a Supplier, and your clients on the Platform, can be initiated in one of two ways: either by a Client placing an order from you or through an invitation you extend to a potential client. This connection may be discontinued at any point by either party opting not to engage in further buy/sell interactions.

In order to clearly define the nature of these relationships, we differentiate between two types of clients:

Invited clients: These are Clients who have accepted an invitation extended by you within a period of 90 days from the invitation's issuance.

Platform clients: These include all other Clients placing orders through the Platform, excluding your Invited clients.

Please note that transaction fees may vary depending on the type of Client with whom the transaction is conducted.

Further specifics regarding the formation, categorization, and termination of Client-Supplier relationships are governed by the Suplery Client Categorization Rules. We strongly recommend familiarizing yourself with this document to ensure seamless and compliant transactions on the Platform.

Non-solicitation of clients

As a Supplier on the Platform, you acknowledge and agree to communicate solely with Platform clients through the Platform itself. You are strictly prohibited from sharing or receiving any contact details, addresses, personal information, or external links with these clients.

Pre-existing relationships: The restrictions in this section do not prohibit you from maintaining or continuing commercial relationships with a Pre-existing Client (as defined in the Definitions section), provided that: (a) you do not use any information, data, or insights obtained through the Platform in connection with your off-platform dealings with such Pre-existing Client; (b) your pricing, terms, and product availability offered to such Pre-existing Client outside the Platform comply with the Pricing section of these Brand terms; and (c) you do not solicit, encourage, or facilitate the Pre-existing Client’s decision to cease using or reduce their use of the Platform. Where a Pre-existing Client places an Order through the Platform, the applicable fee tier is determined under the Fees and payouts section of these Brand terms.

The procedures, evidence requirements, deadlines, and approval criteria for claiming a Pre-existing Client are set forth exclusively in the Suplery Client Categorization Rules. Suplery will review claims submitted through the client claiming feature in accordance with those rules and will: (a) approve the claim if the evidence meets the criteria set forth in the Client Categorization Rules; (b) request additional evidence if the submitted evidence is insufficient; or (c) reject the claim with a written explanation of the grounds for rejection. The final decision on any claim rests with Suplery, but rejections must be based on the criteria set forth in the Client Categorization Rules and communicated with sufficient detail for you to understand the reason. The client claiming feature is available only where both Suplery and the Supplier have agreed to its use through the Schedule. Failure to designate a Pre-existing Client through the client claiming feature means the full restrictions of this Non-solicitation section apply to that Client.

Explicit prohibition: You agree not to engage in any attempts to reach out to Platform clients through channels outside of the Platform. Any actions to invite these clients to transact outside the Platform or persuade them to cease using the Platform are expressly forbidden.

Confidentiality: You acknowledge that any client information obtained through the Platform is confidential and intended solely for the purpose of conducting transactions on the Platform. Misuse of this information can result in severe penalties.

Reporting obligations: You are obligated to report to Suplery any attempts by Platfrom clients to conduct transactions outside of the Platform immediately.

Non-compliance: Non-compliance. Any violation of the restrictions in this section entitles Suplery to recover all actual damages incurred, including lost commissions and fees that Suplery would have earned on transactions diverted from the Platform, as well as reasonable costs of investigation and enforcement (including reasonable attorneys' fees).

For the purpose of calculating lost commissions and fees, Suplery may consider all transactions between you and the affected Client conducted outside the Platform during the period beginning on the date of the violation and ending three (3) years after the Client's last purchase through the Platform or three (3) years after the date of the violation, whichever is later. The applicable fee rate for calculating lost commissions will be the rate that would have applied to such transactions under the Fees and payouts section of these Brand terms at the time of the violation.

These remedies are in addition to, and do not limit, Suplery's right to suspend or terminate your account in accordance with these Terms.

You agree to these terms and acknowledge the necessity of such a clause to maintain the fairness, integrity, and viability of the Platform.

Your product catalog

Catalog governance and Product Content creation

The Platform includes a built-in product catalog — a single, canonical listing for each product ("Catalog"). Suplery may create, edit, normalize, translate, categorize, and merge listings, set the canonical listing, and remove duplicates. Each product may be listed only once; creating or maintaining duplicates is prohibited. You must promptly notify Suplery of any duplicate listings you discover.

Unless otherwise agreed with Suplery, you must list your entire catalog and submit and maintain Product Content in line with Suplery's Content guidelines published at suplery.com, which are incorporated into these Terms by reference.

Suplery may create, normalize, translate, or manage Product Content using information you provide, information provided by other Suppliers, or information that is publicly available. You acknowledge that Product Content created, compiled, edited, normalized, or adapted by Suplery or its systems — including AI-generated data and images to which Suplery may, in its discretion, incorporate human editorial judgment in the creation, review, and selection of AI-generated Product Content to ensure the resulting works reflect sufficient creative expression — constitutes Content owned by Suplery as set forth in the Definitions section of the General Terms. This ownership does not extend to your original pre-existing trademarks, original unmodified product images, or proprietary formulations, which remain your property subject to the licenses granted under these Terms.

You must supply and maintain accurate identifiers and pack data (e.g., GTIN/UPC/EAN, internal SKU, unit/case/pallet configuration, sizes/variants, expiration or PAO where applicable) and ensure images and documents (e.g., labels, SDS/IFU, certifications) are current and rights-cleared. By submitting Product Content, you grant Suplery the rights necessary to host, display, adapt, and normalize it for the Catalog.

You must designate each product as professional or home-care. By designating a product as home-care, you authorize Clients to resell that product. You are responsible for ensuring any selective-distribution or channel restrictions applicable to your products are honored.

Accuracy obligations

Product conformity. You must ensure that each product you offer through the Platform exactly corresponds to its Catalog listing. If you cannot supply a product that conforms to the current Product Content in all material respects, or if any Product Content becomes inaccurate for the product you actually supply, you must:

(a) immediately unlist the affected product from your Marketplace offerings; and

(b) promptly correct the Product Content (if you are the Content authority for that listing) or notify Suplery of the inaccuracy through the Platform or at hello@suplery.com.

Listing accuracy responsibility. Each Supplier whose products appear in the Catalog is solely responsible for the accuracy of the Marketplace offering as it appears under that Supplier's name on the Platform. This obligation applies regardless of whether the underlying Product Content was submitted by you, created by Suplery, or modified by any party.

Non-Content-authority Suppliers. If you are not the Content authority for a product listing, you are responsible for the accuracy of anything you submit and must ensure that the products you offer conform to the current Product Content set by the Content authority. If the product you supply does not conform to the current Product Content, you must immediately unlist. Suplery's assistance does not shift responsibility and does not constitute legal review; Suplery has no duty to monitor and may edit, pause, or remove any listing at any time without liability, and may pause payouts, require reserves, or offset amounts until compliance is restored.

Notification of changes by Suplery. When Suplery creates, modifies, or updates Product Content for a product you offer, Suplery will notify you through the Platform or by other means in accordance with these Terms. Upon receiving such notification, you must review the updated Product Content promptly and verify its accuracy against the product you actually supply. If the updated Product Content does not accurately describe your product, you must immediately unlist and notify Suplery as described above.

Deemed accuracy. If you do not unlist or object in writing within five (5) business days of notification of new or updated Product Content (or within twenty-four (24) hours for safety- or regulatory-critical updates), the Product Content is deemed accurate and approved by you. Suplery's notification starts this review period; failure to respond constitutes approval.

Suplery's creation, editing, or management of Product Content does not shift responsibility for accuracy to Suplery and does not constitute legal, regulatory, or compliance review. Suplery has no duty to monitor Product Content for accuracy or compliance.

Content authority for conflicting changes

Where multiple Suppliers list the same product, different Suppliers may propose conflicting changes to the Product Content. To resolve such conflicts, Suplery designates a Content authority for each canonical Catalog listing as follows:

(a) if only one Supplier lists the product, that Supplier is the Content authority;

(b) if multiple Suppliers list the product, the Content authority is assigned by this hierarchy: Brand owner first, then a duly authorized Brand representative, then an authorized Distributor (Brand owner > Brand representative > Distributor).

The Content authority is the authoritative source of truth for the canonical Product Content of the listing.

Suplery may require proof of authority and may accept, reject, or defer edit requests from Suppliers who are not the Content authority. Suplery may also merge duplicates, reclassify products, and adjust taxonomy and attributes to meet Catalog standards.

Resolution of conflicting proposals. When the Content authority approves or submits a change to Product Content, that change becomes the canonical Product Content for the listing. All other Suppliers offering the same product will be notified of the change. Each notified Supplier must review the updated Product Content and:

(a) confirm that the product they supply conforms to the updated Product Content; or

(b) immediately unlist the product if the product they supply does not conform to the updated Product Content.

Safe harbor for unlisting due to Content authority changes. Where a Supplier unlists a product solely because the Content authority has approved changes to Product Content that do not correspond to the product the Supplier actually supplies, such unlisting does not constitute a breach of the obligation to list the Supplier's entire catalog.

Reporting and remedies

You must promptly report any inaccurate, inappropriate, or misleading product listing you encounter on the Platform, and immediately inform Suplery of any safety, regulatory, recall, or material change affecting a listed product. Suplery may pause or remove listings at any time without liability.

Suplery's editorial or data-management assistance does not shift responsibility for Product Content to Suplery and does not constitute legal review. Suplery has no duty to monitor for accuracy or compliance. If you fail to meet the obligations in this section, Suplery may, without liability, remove or suspend listings, pause payouts, require reserves or escrows, and offset amounts from current or future payouts reasonably necessary to address expected claims, returns, recalls, chargebacks, or regulatory costs, until you cure to Suplery's reasonable satisfaction.

Your representation on the Platform

You will be granted a dedicated company page on the Platform. This page will feature your company name, logo, description, and product listings. The information provided by you will be utilized by Suplery to design and populate your company page.

You hereby acknowledge and agree that you bear exclusive responsibility for all content that you disseminate through the Platform. Consequently, you affirm and ensure that: (i) you either hold sole and exclusive ownership of the content you disseminate via the Platform, or you possess the necessary rights, licenses, consents, and releases to permit Suplery the use of such content as outlined under these Brand terms and General terms, inclusive of all requisite rights, licenses, consents, and releases from pertinent third-party brands if you operate as a distributor; and (ii) neither the content nor your act of posting, uploading, publishing, submitting, or transmitting said content, or Suplery's or a Client's usage of the content (or any portion of it) via the Platform or social media platforms, will infringe upon, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, and will not contain inaccurate, deceptive, libelous, misleading, illegal, abusive, harassing or obscene material, or any computer virus or other malware that could potentially disrupt the operation of the Platform, nor result in the violation of any applicable law or regulation.

You commit not to employ a false name, brand, email address or phone number, impersonate any individual or entity, or otherwise mislead us or third parties as to the origin of any posts. You bear sole responsibility for the content you supply and its accuracy. Suplery neither assumes nor holds any liability, and you hereby absolve Suplery from any liability related to any content posted or made available by you, and you agree to indemnify Suplery.

Your rating on the Platform

Suplery may choose to assign and publish ratings to Suppliers on the Platform. These ratings are intended to provide additional information about Suppliers' performance and behavior to other Users and Businesses. It is crucial to understand that these ratings solely reflect the Platform's evaluation and do not represent any independent rating or assessment of any Supplier, product, or service outside of the Platform.

You acknowledge that the rating assigned to a Supplier could potentially impact the decision-making process of other Users or Businesses considering engaging with or placing orders from that Supplier.

You acknowledge and agree that Suplery holds the sole discretion in calculating these ratings and is under no obligation to disclose information regarding its calculation methodology.

You accept that your compliance with our terms, conditions, and performance standards may influence your rating. Non-compliance or violation of any of our terms may lead to a lower rating. Suplery retains the right to adjust or modify your rating based on your performance, User feedback, or compliance with our terms of service and policies.

By agreeing to these terms, you recognize that the rating system is an integral part of the Platform's functionality and serves to maintain high standards of service and user satisfaction.

Pricing

You acknowledge and affirm that your pricing on the Platform can not exceed the prices offered on your other sales channels accessible to US clients. This ensures fairness and parity across all your marketing outlets.

Pricing transparency: Prices listed for all products should be clear, unambiguous, and not misleading to Clients.

Charges inclusive: All listed prices should include any applicable fees or additional charges unless expressly stated otherwise.

Discounts and promotions: Any discounts or promotional pricing should be clearly indicated and communicated, ensuring full understanding for Clients.

Currency: All prices listed on the Platform should be in US dollars.

You further acknowledge and agree that Suplery may conduct audits of your product catalog's pricing and content. This includes reviewing publicly available information about your products and prices, interviewing your clients, and utilizing other data accessible to Suplery. If a discrepancy is discovered, Suplery may contact you and require specific actions to rectify the issue. Failure to address such discrepancies in a satisfactory and timely manner may result in the temporary suspension or permanent termination of your account.

Inventory

As a Supplier on the Platform, you agree to maintain an adequate inventory for all products listed as available. Furthermore, you commit to keeping your inventory numbers on the Platform current, ensuring that the listed availability of your products accurately reflects your actual stock levels.

Any changes to your inventory, including restocking or selling out of products, should be updated on the Platform promptly.

If certain items are subject to delays, are only available seasonally, or if production has been paused, this information should be clearly communicated in the product listing.

You agree to promptly mark any listings for products that are discontinued or no longer available for sale.

Failure to comply with these terms may result in Suplery taking action, up to and including temporary suspension or permanent termination of your account on the Platform.

Supplier interaction and response time

Your interaction with clients will occur through the Platform. To ensure superior service quality and seamless user experience, we require you to adhere to the established procedures and timelines as follows:

Platform Communication: Respond to all messages within 2 business days of receipt through the Platform's messaging system.

Order Processing: Confirm or cancel an order within 2 business days of receipt of the new order.

Order Fulfillment: Dispatch any approved order within 2 business days of its confirmation.

Return Inquiry: Accept or reject a return request within 2 business days of its receipt. In cases where a return request is denied, a valid reason must be provided.

Return Handling: Issue a full refund, partial refund, or reject the return via the Platform within 4 business days of receiving the returned product. If a partial refund is issued or the return is denied, a justified explanation must be provided.

Non-compliance with these stipulated requirements, a high cancellation frequency, or the lack of reasonable explanations for order cancellations or rejections may lead to a reduced rating on the Platform, suspension, or even permanent termination of your Supplier account.

Fees and payouts

Fees and commissions on the Platform are referral fees. The applicable fee rates for each fee tier are set out in the Suplery Commercial Schedule or other written agreement executed between you and Suplery. Fees are calculated based on the dollar amount of the Order total, exclusive of sales and use tax, and are displayed through the Supplier interface. The Platform recognizes four fee tiers, depending on how the Client is categorized for the b:

Pre-existing Client Fees: fees applied to Orders placed by a Pre-existing Client. This tier applies only where (i) both Suplery and the b have agreed to enable the client claiming feature in the Schedule, and (ii) Suplery has approved a Pre-existing Client claim under the Suplery Client Categorization Rules. Approved Pre-existing Client claims continue to apply to Orders placed by that Client even if the client claiming feature is later disabled in the Schedule; the feature gate affects only new claims.

Invited Client Fees: fees applied to Orders placed by an Invited Client (as defined in Your clients on the Platform).

First Order Fees: fees applied to the first Order placed by a Platform Client.

Subsequent Order Fees: fees applied to the second and all subsequent Orders placed by a Platform Client.

Fee tier precedence. Where a single Order qualifies for more than one fee tier, the applicable tier is determined as follows:

(a) the Order qualifies for any tier whose definition matches the Client and Order at the time the Order is placed;

(b) among qualifying tiers, the tier with the lowest fee rate set in the Suplery Commercial Schedule or other written agreement executed between you and Suplery applies;

(c) a fee tier with no rate set in the Suplery Commercial Schedule or other written agreement executed between you and Suplery (including a blank field or “N/A”) is treated as inapplicable and excluded from comparison under (b);

(d) if no qualifying tier has a rate set, the Order is billed at the lowest fee rate set across any tier in the Suplery Commercial Schedule or other written agreement executed between you and Suplery; and

(e) if no fee rate is set at any tier, the Order is billed at a default fee rate of 20%. The default fee rate applies until at least one fee rate is set in the Suplery Commercial Schedule or other written agreement executed between you and Suplery.

Client payments for Orders are received by Suplery as your limited payment‑collection agent and are held for your benefit by the Payment processor in custodial (FBO) accounts until disbursed as Payouts. Suplery does not own Client payments.

Unless subject to a Hold or Reserve, Suplery will instruct the Payment processor to disburse cleared funds on a daily basis and in any event no later than five (5) business days after Order completion, consistent with the Payment processor’s schedule and the payment method used.

You authorize Suplery to deduct, set off, or net from Client payments and Payouts any Set‑off amounts you owe under these Brand Terms, the General Terms or any other legally effective agreement between you and Suplery, including commissions/fees, shipping label or pickup costs, refunds/returns, chargebacks and related fees, tax adjustments we remit as marketplace facilitator, any applicable withholding taxes, penalties, damages, regulatory assessments, reasonable costs and other amounts you owe to Suplery.

Suplery will provide you with a summary of any Set-off amounts applied, including the category and amount of each deduction, through the Platform interface or via notification in accordance with these Brand Terms and General Terms, no later than the date the Set-off is reflected in your account. You may dispute any Set-off by contacting Suplery within thirty (30) days of the date the Set-off is reflected in your account, or within thirty (30) days of the date the relevant billing data is made available to you, whichever is later.

For routine Set-off amounts arising directly from agreed fees, commissions, approved refunds, chargebacks, chargeback-related fees, shipping costs, and tax adjustments, Suplery will apply the deduction and provide you with a summary including the category and amount through the Platform interface or via notification in accordance with these Terms, no later than the date the Set-off is reflected in your account. For all other Set-off amounts determined by Suplery — including penalties, damages, regulatory assessments, and other discretionary charges — Suplery will reserve the applicable amount from your pending or future Payouts and notify you of the reserved amount, including the category, amount, and basis for the charge. You will have thirty (30) days from the date of such notification to dispute the charge by contacting Suplery. If you do not dispute the charge within this period, the reserved amount will be permanently deducted as a Set-off. If you dispute the charge within this period, the reserved amount will remain on hold until the dispute is resolved through mutual agreement or in accordance with the Dispute Resolution section of the General Terms. Suplery will not permanently deduct any disputed amount until the dispute is resolved.

To manage returns, chargebacks, fraud review, KYC/AML and sanctions screening, legal/regulatory requests, product safety/recall, unusual spikes in complaints/defects, or account misconfiguration, Suplery may establish a Reserve, delay Payouts, or withhold amounts reasonably expected to cover anticipated liabilities. We will notify you by email within two (2) business days after placing or increasing any Reserve or Hold and will state the reason and the next review date. A Reserve or Hold will not extend beyond periods reasonably necessary to address the applicable risk and any processor/network windows.

If Set‑off amounts exceed funds available for Payouts, a Negative balance arises. You authorize Suplery and the Payment processor to debit and credit your connected balance to cure Negative balances and to recover amounts due. Suplery may also withhold future Payouts or require an additional Reserve. This authorization survives one hundred eighty (180) days after account closure or termination. If a Negative balance remains outstanding for more than ninety (90) days, Suplery may invoice you for the unpaid amount. Late payment or non‑payment may result in suspension or termination of your account, in addition to any other remedies available to Suplery under applicable law.

The minimum amount for any transaction processed through the Platform is $1.00 (one U.S. dollar). If an Order or Payout amount is below this threshold, the transaction will not be processed until the total meets or exceeds the minimum.

Payouts setup and reporting

To facilitate payments, Suplery will create a Stripe account on your behalf using the information you provide during registration. You acknowledge and agree that Suplery may share necessary details with Stripe to enable payment processing and compliance with applicable financial regulations. You are responsible for ensuring that all information provided is accurate and up to date. Failure to do so may result in delays or suspension of payouts.

By providing the bank account information you agree to Stripe service agreements.

To remain eligible for payouts, you must complete the required setup steps, including submitting a valid IRS Form W-9. You further agree to confirm or update your W-9 and company information at least once every six (6) months to maintain uninterrupted payout processing.

Suplery reserves the right to request additional documentation or verification as necessary to comply with financial and regulatory requirements. If you fail to provide the required information or updates in a timely manner, Suplery may, at its sole discretion and unless otherwise required by law 1)suspend your payouts; 2)suspend or remove your listing on the Platform; or 3)suspend or block your account.

Disputes and chargebacks

Except where caused by Suplery’s processing error, you are responsible for product‑related disputes and chargebacks. Network or processor dispute fees may be included in Set‑off amounts.

Suplery may dispute chargebacks on your behalf using the evidence you provide. You must supply accurate and complete evidence within the reasonable time limits. Failure to do so may result in a Set‑off and/or Reserve.

Approved refunds

Approved refunds and adjustments are processed by the Platform and may be netted against pending or future Payouts as Set‑off amounts. If a refund is processed after a Payout, you will promptly remit the amount due or authorize Suplery to recover the amount as described for Negative balances.

Final payout

Upon termination, Suplery will pause Payouts until the last unexpired return period under the Return Policy for Orders placed prior to termination has expired (and, if applicable, until the end of any processor/network dispute window). No later than the next business day thereafter, Suplery will instruct the Payment processor to disburse all undisputed, cleared funds then available, less any Set‑off amounts and any Reserve maintained to cover anticipated liabilities. Any remaining Reserve will be released when the applicable risk period ends.

If, after final settlement, a Negative balance remains, you must pay the outstanding amount within fifteen (15) days after the date the last applicable return/dispute window expires. You also authorize Suplery and the Payment processor to recover such amounts in accordance with Negative balances and recovery.

Taxes (Marketplace Facilitator)

For Orders placed through the Platform, and to the extent required by applicable Marketplace Facilitator laws in the United States, Suplery will calculate, collect, and remit sales and use taxes (and substantially similar transaction taxes) on taxable sales made to Clients. Tax is generally determined on a destination basis using the ship‑to address for the Order.

Suplery’s tax responsibilities are limited to Orders processed through the Platform and only to the extent required of marketplace facilitators by applicable law. Suplery is not responsible for any taxes arising from your activities outside the Platform, including any taxes attributable to your offices, warehouses, inventory storage, employees, independent contractors, or other nexus‑creating activities, nor for your income, franchise, gross receipts, property, employer, import, excise, or similar taxes.

If a Client claims an exemption (for example, resale), the Client must provide a valid exemption or resale certificate in the form required by the destination jurisdiction before checkout or within the time stated on the Platform. Where a valid exemption is on file, Suplery will not collect tax for the exempt Order. If the certificate is missing, invalid, or later rejected, Suplery may collect or adjust tax and include related amounts in Set‑off amounts.

You are responsible for accurate and current product tax classifications and any tax attributes you provide (including cosmetic vs. device, professional‑use limitations, or other attributes affecting taxability). Suplery may rely on your information to determine tax. Any tax under‑ or over‑collections caused by inaccurate or incomplete information you supply may be included in Set‑off amounts and netted against Payouts.

When an Order is refunded or adjusted through the Platform, Suplery will process the corresponding tax adjustment as required by applicable law. Suplery may net such adjustments against pending or future Payouts as Set‑off amounts.

Suplery is, and will maintain, registration as a Marketplace Facilitator in U.S. jurisdictions where such registration is required for Orders placed through the Platform. For taxable Orders, Suplery will calculate, collect, and remit sales and use tax in the destination jurisdiction based on the ship‑to address, and will file the returns required of marketplace facilitators for those Orders. Suplery does not file your sales/use tax returns or any other tax returns, and does not assume your tax obligations outside the marketplace‑facilitator scope.

Suplery will make transaction‑level tax information available to you for Orders on the Platform. You should not rely on such information for filings unrelated to Suplery’s marketplace‑facilitator obligations.

Packing and shipment

You acknowledge and agree to the following terms:

Drop-off point: You must provide a valid drop-off point address located within the United States. We currently do not support delivery outside of the U.S.

Fulfillment options: You can choose to pack and ship the products yourself or utilize the "Suplery fulfillment" option, which provides access to integrated fulfillment providers.

Self-pack and ship: If you choose to pack and ship orders yourself, you are responsible for ensuring that the packaging is appropriate and satisfies all requirements set by the selected delivery service. Upon packing, you must measure the package and provide us with the relevant details.

Selection of delivery provider: You can select your delivery provider from the list provided through the Platform interface. Once selected, you will receive a shipping label, which must be used for delivery. Please note, any changes to the delivery service, package size, or other related aspects are not permitted once the shipping label has been generated.

Drop-off: After preparing the order for delivery, you can drop it off at the selected delivery provider's office or schedule a pick-up through Suplery. If you choose to use the pick-up service provided by Suplery, the fees for this service will be billed according to our invoice.

Shipping costs: You have the option to use your own delivery service account, if the service is integrated with the Platfrom, or make payments for delivery via the Platform. If you choose the latter, the cost of delivery will be automatically deducted from the order total.

Title transfer and liability: The title to the products passes to the client as soon as you ship them. However, issues arising from inadequate packaging leading to damage or loss of the product, as well as missing items, will be your responsibility. You will be required to compensate for any such losses.

Hazardous materials

You are required to operate with full transparency and take responsibility for the nature of your products. This applies especially to products that fall under the category of hazardous materials.

If any product in your catalog is classified as a hazardous material, you must immediately disclose this information, provide us with Safety data sheets, and appropriately mark the product on the Platform. This applies to all products, without exception, and is essential for maintaining the safety and compliance of our platform and its users.

You acknowledge and agree to comply with all applicable federal, state, and local laws, regulations, and guidelines related to the handling, storage, transportation, sale, and disposal of hazardous materials. This includes, but is not limited to, requirements regarding the packaging, labeling, and shipping of such materials.

In the event of any violation of this provision, you agree to accept full responsibility and compensate for all losses, damages, penalties, and other costs arising from or related to the non-compliance. This includes losses suffered by us, any Users, or any third parties.

Furthermore, you agree to indemnify, defend, and hold harmless Suplery, its officers, directors, employees, and agents from and against all claims, demands, lawsuits, damages, losses, costs, or expenses arising out of any violation of these terms related to hazardous materials.

Returns

You acknowledge the Client's right to return products in accordance with our Return policy. You must comply with both local and federal laws and regulations regarding product returns.

When a Client initiates a return request, you may accept or refuse the request. Should the return involve the Client shipping the product back to you, you are allowed to fully accept, partially refuse, or completely refuse to issue a refund once you have received the returned product.

Any refusal, either partial or total, must be justified and adhere to the principle of fair compensation for returned items. It is your responsibility to clearly articulate the reasons for refusal through the Platform interface. All corresponding materials, including justifications for refusal and other related documents, should be stored for a minimum of 5 years following the final decision on the return. This is necessary for reference purposes in the event of potential disputes or audits.

Products warranty

Quality & compliance: You represent and warrant that all products you list or sell via the Platform (“Products”) — being the physical goods underlying your Marketplace offerings — comply with all applicable U.S. federal, state, and local laws and regulations, and are fit for their intended use. Without limitation, you are solely responsible for: (i) MoCRA requirements (including required facility registration and product listing; maintaining product safety substantiation; keeping adverse-event records; and timely serious adverse event reporting); (ii) lawful labeling and packaging (including INCI ingredient names, net contents, directions, warnings, and a domestic contact for adverse-event intake); (iii) claims compliance and substantiation for all express and implied claims in your listings, advertising, and packaging; and (iv) any California Proposition 65 warnings where required. You will provide, upon Suplery’s request, documentation reasonably evidencing your compliance with the foregoing..

Product description: You represent and warrant that all goods you supply via the Platform will conform in all material respects to their Catalog listing and product content (including composition/ingredients, claims, directions, warnings, certifications, quantity, pack/size, and packaging/labeling), will not be counterfeit, tampered, expired, or short-dated in violation of applicable law or industry standards, and will be fit for their intended use. No substitutions or materially different versions may be shipped without Suplery’s prior written consent. You will, at your expense, promptly cure any nonconformity (including replacement, return logistics, refunds/credits/chargebacks, and Client/regulatory communications) and indemnify, defend, and hold harmless Suplery as set out in these Brand terms.

Client claims & recalls: If a Client claim, incident, regulatory inquiry, warning letter, or recall/corrective action relates to your Products, you will lead and fund the response (including investigation, Client communications, refunds/credits/chargebacks, replacements, return logistics, disposal, regulator notifications, recall execution, testing, and counsel/experts). At Suplery’s request, you will promptly provide incident data and cooperate fully. Suplery may remove or pause affected listings without liability.

Indemnification: To the fullest extent permitted by law, you will indemnify, defend, and hold harmless Suplery and its affiliates, and their directors, officers, employees, and agents, from and against all claims, demands, actions, losses, damages, liabilities, penalties, recalls, regulatory actions, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Products or your acts/omissions, including alleged defects, contamination, adulteration/misbranding, labeling/instructions, warnings (including Prop 65), design, manufacturing, packaging, storage/handling, marketing/advertising, claims substantiation, privacy/data in fulfillment flows, and regulatory non-compliance, except to the extent caused by Suplery’s gross negligence or willful misconduct. Your obligations here are independent of your insurance and are not capped by your insurance limits.

No warranty by Suplery: You understand and agree that Suplery makes no warranties and bears no responsibility or liability for the quality, safety, or legality of the products you list on the Platform, the truth or accuracy of the product descriptions, or your ability to sell or ship any products.

Remedies for non-compliance: If Suplery reasonably believes you are non-compliant or a Product poses risk, Suplery may, without liability, immediately remove or suspend listings, pause payouts, require reserves/escrows, and offset from current or future payouts any amounts reasonably necessary to cover claims, chargebacks, returns, recalls, and related costs, until you cure to Suplery’s reasonable satisfaction.

Liability insurance

You, as part of your obligations under these Brand terms, are expected to secure, at your own financial responsibility, comprehensive commercial general liability insurance.

If your gross annual sales through the Platform exceed $10,000 (ten thousand U.S. dollars), you must maintain, at your expense, at least the following insurance while any Products are listed or sold on the Platform and for 3 years thereafter:

Commercial General Liability (occurrence form) including Products–Completed Operations, minimum limits $1,000,000 each occurrence, $2,000,000 general aggregate, $2,000,000 products/completed-operations aggregate, $1,000,000 personal/advertising injury. Coverage must not exclude cosmetics/personal-care products, allergens/sensitizers, labeling/instructions, or contractual liability.
Umbrella/Excess Liability (following form over the CGL) with at least $2,000,000 aggregate.
Product Recall/Withdrawal (including governmental recalls) with at least $1,000,000 per event.

Additional insured; primary & waiver: Your CGL (and Umbrella) must name Suplery, Inc., its affiliates, and their directors, officers, employees, and agents as Additional Insureds via a Vendors endorsement (ISO CG 20 15 or equivalent), on a primary and non-contributory basis (e.g., ISO CG 20 01 or equivalent) with a waiver of subrogation in favor of Suplery.

Territory; insurer quality: Policies must cover the United States and be placed with insurers rated A-, VII or better (A.M. Best or equivalent).

Proof & notice: You will provide Certificates of Insurance and copies of the Additional-Insured, Primary/Non-Contributory, and Waiver endorsements (a) within thirty (30) days of your first sale through the Platform; (b) upon each policy renewal; (c) within ten (10) days of any material change to coverage; and (d) at any other time upon Suplery's request. You must notify Suplery immediately if any required insurance policy is canceled, non-renewed, or materially reduced in coverage. If Suplery does not receive current proof of insurance within the required timeframes, Suplery may suspend listings and pause payouts until compliance is restored.

Claims-made exception: If any required policy is claims-made (not preferred), its retroactive date must be no later than your first sale on Platform, and you will maintain an extended reporting period of at least 3 years after the survival period above.

No limit on indemnity: Your insurance does not limit your indemnity obligations. Suplery may tender defense to you or your insurer, and you will not settle any matter imposing obligations on, or admitting liability for, Suplery without Suplery’s prior written consent.

Remedies: If you fail to maintain or evidence the insurance above, Suplery may, without liability, immediately suspend listings, pause payouts, remove Products, and/or offset amounts reasonably necessary to protect against uncovered claims or costs, until you comply.

Supply chain transparency

Suplery is unwavering in its commitment to uphold business practices that are legal, ethical, and principled. As a supplier collaborating with us, we anticipate you to adopt and maintain these identical principles in your operations.

In line with The California Transparency in Supply Chains Act of 2010 (SB-657), we obligate you to disclose your efforts in eliminating slavery and human trafficking within your immediate supply chains. This requirement is not limited to Suppliers based in California but extends to all our Suppliers, irrespective of their geographical location.

While we do not conduct routine audits of our Suppliers, we reserve the right to carry out the auditing or enlist third-party verification services should we suspect any potential breach of these requirements on your part. If any potential violation relating to human rights is detected, we will engage with you promptly to address the issue and set forth expectations for its rectification. Persisting non-compliance that is not resolved within a reasonable timeframe may lead to a suspension of your access to the Platform.

Account termination

Suplery may suspend or terminate your access to the Platform and/or these Brand terms in accordance with the Term and termination section of the General Terms. For the avoidance of doubt, a material breach of these Brand terms constitutes a material breach of the Terms for purposes of termination or suspension for cause. If these Brand terms are terminated by Suplery due to a breach on your part, you will remain accountable for any and all outstanding amounts owed under these terms.

In instances where your account is suspended due to performance issues, you may appeal for re-activation by submitting a comprehensive action plan outlining how you intend to address and rectify the issues that led to the suspension of your account. If Suplery, at its sole discretion, approves of your action plan, you may be allowed to resume your selling activities through the Platform.

If you contest the validity of the suspension on your account, you are encouraged to contact Suplery and provide a detailed explanation as to why you believe the suspension to be unwarranted. Suplery will review your claim, however, the final decision regarding the status of your account rests solely with Suplery.