Retailer Terms of Service Welcome to the Nytch application, provided by Nytch. Inc. (“Nytch”, “we”, “us”, or “our”). Nytch’s mission is to assist independently-owned retailers transitioning to a new mobile and e-commerce based economy. As the expectations of an expanding online user base continues to evolve, our goal is to grow the independent retailer’s business by emphasizing its true unique strength: attention to the needs of individual customers. These Terms of Service (“Terms” or “TOS”) set forth below govern your (“Retailer Participant,” “Retailer” or “you”) use of Nytch, an online marketplace (“Marketplace”) operated by Nytch. In order to use the Marketplace offered by Nytch, you must consent to be bound by these express terms below, those included by reference, and the DMCA Copyright Policy. These Terms govern your access to and use of the Marketplace. If you object to any of the terms explicitly or implicitly included herein, you are prohibited from using the Marketplace. By accessing the Marketplace, which includes, but is not limited to, making Recommendations (defined below), confirming a Purchase Request (defined below), or holding items in store for shoppers, you agree to be bound by these Terms. If you do not wish to be bound by these Terms, you may not access or use the Marketplace. These Terms are subject to change by Nytch, in its sole discretion, at any time. Retailers are responsible for checking these Terms prior to the use of the Marketplace. You accept the Terms as-modified upon its accessing the Marketplace after any such change. If you are accessing the Marketplace on behalf of your employer, you are expressly warranting that you have such authority to assent and bind your employer to the Terms herein.

Definitions

Marketplace: “Marketplace” generally refers to the unique marketplace and services owned and operated by Nytch, Inc. It is the sum of each individual part, including: all intellectual property, technology, services, human interactions, and all other components amalgamated into Nytch’s product.

Nytch: “Nytch” refers to “Nytch, Inc.,” the ownership legal entity, or parent company, of Nytch. “Nytch” is used to reference the corporate entity throughout these Terms. Any reference to Nytch includes its employees, officers, directors, representatives, agents, and affiliates.

Retail Participant: “Retail Participant” refers to a retailer that is engaged in the Marketplace. “Retailer Participant” includes reference to owner(s), sales staff and all other individuals involved with any Retail Participant who assists in the management/processing of sales or the interaction with customers on the Nytch platform.

Matching Algorithm: The “Matching Algorithm” is the unique process that directs specific customers to selected Retail Participants based on the customer's needs, location, and other request parameters.

Matched Retailers: “Matched Retailers” are Retail Participants that, based upon the results of the Matching Algorithm, have been selected to offer recommendations to an individual customer.

Matched Customers: “Matched Customers” are the Nytch customers that, based upon the results of the Matching Algorithm, have been directed to a particular Retail Participant.

Purchase Request: A Matched Customer makes a “Purchase Request” when he or she selects for purchase an item recommended by a Retail Participant. Before a Matched Customer’s order may be processed, Retail Participant must first confirm the Purchase Request as set forth below.

Purchase Confirmation: A “Purchase Confirmation” occurs where a Retail Participant agrees to fulfill a specific Purchase Request, communicating to the requesting Matched Customer through the Nytch platform that the item is in stock and available for purchase and shipment.

Nytch Commission: The “Nytch Commission” refers to the percentage value or fee, however structured, of each transaction that will be retained by Nytch as compensation for creating and maintaining the Marketplace. The Nytch Commission assessed on each transaction is 10% of the total purchase price. To the extent that the Nytch third-party payment processor or shipping provider charge a fee for service, Nytch reserves the right to require Retailer Participants to pay such fees. NOTE: UNTIL FURTHER NOTICE, NYTCH WILL NOT BE COLLECTING ITS COMMISSION DUE TO THE CORONAVIRUS PUBLIC HEALTH CRISIS. PARTICIPATING BUSINESSES WILL ONLY BE RESPONSIBLE FOR THE PAYMENT PROCESSING CHARGES COLLECTING BY BRAINTREE, A PAYPAL DIVISION.

Recommendation Request: A “Recommendation Request” is the process whereby the Matched Customer requests good/services recommendations from the Matched Retailers. Specifically, after having created a Profile, a Matched Customer will then use the Recommendation Request process to obtain individualized recommendations from Retail Participants.

Recommendation: A “Recommendation” is where a Retail Participant responds to a Recommendation Request by recommending an item(s) to the requesting customer.

Content: “Content” includes, but is not limited to, all photographs, accompanying text, descriptions, audio or video clips or any other media file or format that may be uploaded to the Nytch platform.

Please review the Nytch Privacy Policy, which is incorporated into these Terms by reference. By agreeing to these Terms, Retail Participant accepts the terms of the Nytch Privacy Policy in its entirety

Account Creation

In order to become a Retail Participant, you must provide certain information. You must submit a valid email address and create a password, submit valid contact information, and identify the nature of your inventory and services so we may match you with customers. In order to make a Recommendation and complete a sale, you must submit valid banking details.

License

Nytch extends to each Retail Participant a limited, non-exclusive, royalty-free license to use its corporate logo and other representations for the purposes as envisioned by these Terms. Retail Participant may not use corporate trademarks or logos in any manner falling outside of these Terms. This latter provision includes, but is not limited to, conduct that is directly disparaging of Nytch or where the retailer’s actions independent of the Nytch platform undermine or diminish Nytch’s public standing. With respect to Retail Participant’s publicly visible information through Nytch and all other usage of the Nytch Marketplace, Retail Participant agrees to comply with and abide by all applicable laws and regulations; not infringe upon Nytch’s intellectual property rights or the intellectual property rights of third-parties; and will not distribute any defamatory, pornographic or unlawful content. 5. Right to Suspend or Terminate your Access to and use of the Marketplace

In order to protect the security, integrity, or functionality of the Marketplace, Nytch reserves the right, in its sole discretion, to suspend or terminate your use of the Marketplace, with or without cause and with or without notice. Although Nytch is not required to identify the specific ground or grounds for suspension or termination, the following actions may prompt Nytch to consider immediate termination of your account: (1) Material breach of any provision of these Terms which is capable of remedy, and fails to promptly remedy the breach after receipt of written notice to do so, (2) Material breach which cannot be remedied; (3) You are the subject of a bankruptcy order, or become insolvent, or makes any arrangement or composition with or assignment for the benefit of your creditors, or if you go into either voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over your assets, (4) You undergo a change in control or ownership; or (5) You abuse or misuse the privilege of being on the platform, or otherwise acts inconsistently with the letter or spirit of these Terms.

You may terminate your use of the Marketplace and close your account by contacting Nytch directly. Any fees you have paid are non-refundable. All Terms herein shall survive termination.

Modification, Suspension or Termination of the Marketplace

Nytch reserves the right to change, suspend or terminate the Marketplace with or without notice. You understand and acknowledge that Nytch will not be liable to you or any third party upon a change, suspension or termination of the Marketplace. You further understand and acknowledge that Nytch will not be liable to you or any third party for termination or suspension of your access to the Marketplace.

Nytch Marketplace Participation: Retailer Requirements

Retail Participant’s engagement with customers on the Nytch Marketplace is subject to the high standards of Nytch. Nytch will make all efforts to maximize Retail Participant’s experience as reflected in overall sales and user experience. However, failure to adhere to the terms herein stated may result in Retail Participant being excluded from the Nytch Marketplace. Failure to engage customers in good faith or an observed pattern of failure to meet the requirements set forth below may result in suspension or termination of Retail Participant’s account (see “Termination” above for additional actions that may result in the termination of a Retail Participant’s account).

Account Maintenance Requirements

Retail Participant must ensure that the information presented to users is up-to-date and accurate. This includes geographic location, contact information, inventory descriptions, and all other information that may be considered relevant to a reasonable customer or is required by these Terms.

Responding to Customers and Content Upload

Failing to respond to customer inquiries diminishes the overall experience for the customer and tarnishes the Nytch brand. Neglecting to actively supervise Retail Participant’s account may result in suspension or termination (see “Termination” above). Each Retail Participant must maintain active monitoring of its account.

Retail Participant may not upload any bulk Recommendations or “spam” or engage in conduct otherwise constituting unsolicited advertising. Retail Participant is responsible for and ensures that the price, description, and any information submitted with respect to any Recommendation is accurate, up-to-date, and not misleading in any way. Retail Participant will submit each Recommendation in earnest by taking into the needs, price and preference designations submitted by individual customers. Retail Participant affirms that Nytch has the right to determine whether any of Retail Participant’s Recommendations comply with these Terms, remove any and/or all of Retail Participant’s Recommendations, and terminate Retail Participant’s account with or without prior notice.

Inventory Photograph Protocol

Retail Participant must ensure that the quality of photographs submitted to customers via the platform meets or exceeds minimum requirements. Every photograph submitted by Retail Participant must be at least 8 megapixels, or the equivalent resolution of the cameras found in both the iPhone 4S and Samsung Galaxy S3. The photographs must be displayed in a manner where the item is illuminated so that the customer can determine the quality of the fabric and of the item overall

Platform Integrity

Retail Participant may not intentionally redirect Matched Customer traffic from Nytch onto its own e-commerce platform, mobile or otherwise. Retail Participant must maintain uniform pricing across the Nytch Marketplace and any other online sales platform under Retail Participant’s direct control. If a Retailer offers a sale, promotion or general discount on its separate e-commerce platform(s), the same sale must be offered through Nytch.

Purchase Requests and Confirmation

Upon a customer making a Purchase Request, Nytch will notify Retail Participant via a push notification to ensure that the order is confirmed and fulfilled as quickly as possible. Retail Participant must respond to a customer’s Purchase Request or inform the customer that the requested item is unavailable in a timely manner.

Transactions and Payment Processing

Retailer understands and acknowledges that Nytch uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing. In order for you to use Braintree's payment processing services, you must enter into the Merchant Services Agreement (MSA) with Braintree and its sponsoring bank. The MSA is available at www.braintreepayments.com/agreements/merchant. By accepting this Agreement, you agree: (a) that you have downloaded Nytch, and (b) that you have reviewed and agree to the Nytch Terms of Service. Please note that Nytch is not a party to the MSA and that you, Braintree and Braintree's sponsoring bank are the three parties to the MSA and that Nytch has no obligations or liability to you under the MSA. If you have questions regarding the MSA, please contact Braintree at 877.434.2894. 8.7.2 Upon Confirmation of any Purchase Request by the Retail Participant, Nytch will use Braintree to process the Matched Customer’s payment for the amount agreed to upon submitting the Purchase Request. 8.7.3 Retail Participant agrees that Braintree may hold the Matched Customer’s purchase funds for the duration of the return period, if applicable (see “Returns” below). Upon expiration of the return period, the purchase funds, excluding the Nytch commission and any fee levied by the third-party payment processor, will be transferred to Retail Participant’s account.

Retail Participant will be responsible for the processing costs associated with all sales on the Nytch platform of items valued at $5.00 or less. Payment processing costs are 2.9% + .30 per transaction.

Returns

NYTCH DOES NOT IMPOSE A STANDARD RETURN POLICY. Shoppers accept the provision that, in purchasing a recommendation from any participating retailer, it is incumbent upon said shopper to inquire as to the individual return policy of the recommending store. For a period of two days after a shopper has obtained possession of a purchase from a retailer, said shopper can request a return via the app. However, it is entirely up to the discretion of the participating retailer as to whether the return is valid and can be accepted.

If, for any purchase, a customer has not initiated a return by the expiration of the return period, the funds will be deposited into the account designated by Retail Participant. Retail Participant is solely responsible for ensuing that payments are being processed properly and must notify Nytch immediately should a problem arise. Any attempt to return or exchange a purchase outside of the first 48 hours following receipt of said purchase is entirely between the Retailer Participant and shopper.

In the event the customer initiates a return within the designated return period, the return funds will be withheld from the customer until Retail Participant receives the items. Retail Participant must notify Nytch if there is a problem with the returned item within the time stated on the Nytch return policy. If the Retail Participant does not notify Nytch of a problem with the return, Nytch will initiate a refund to the Customer, and the Retail Participant will have no ability to contest the sale.

Retail Participant’s Grant

By entering into these Terms, Retail Participant grants Nytch a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content the Retailer Participant submitted to Nytch; provided, however, that Nytch will not alter any of Retail Participant’s trademarks (i.e., trademarks provided to Nytch in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by Retail Participant (except to resize trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with Retail Participant’s removal requests as to specific uses; provided further, however, that nothing in these Terms will prevent or impair Nytch’s right to use without Retail Participant’s consent the content and any other materials provided, to the extent that such use is allowable without a license from Retail Participant under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). Retail Participant warrants to Nytch that it has legal permission, ownership, or rights to submit all content it uploads onto the Nytch platform. Retail Participant understands and agrees that Nytch may use any feedback, provided by Retail Participant, including suggestions, Retail Participant name and likeness (“Feedback”), to modify and promote the Marketplace at Nytch’s discretion, and that Retail Participant will not be due any compensation for such feedback. Retail Participant expressly grants Nytch unlimited, worldwide, non- exclusive, royalty-free and fully paid, irrevocable, perpetual license to use, display, distribute, reproduce, offer for sale, sell, or otherwise exploit for its own purposes any such Feedback. Feedback includes information communicated to Nytch regardless of method of communication.

Item Photograph Rights

Retail Participant expressly grants Nytch unlimited, worldwide, non-exclusive, royalty-free and fully paid, irrevocable, perpetual license to use, display, distribute, reproduce, offer for sale, sell, or otherwise exploit for its own purposes any image of any item that Retail Participant uploads onto Nytch.

Ownership of Intellectual Property

Retail Participant agrees not to reverse engineer, disassemble or decompile any prototypes, software or tangible objects that contain or embody any Confidential Information, or export or reexport (within the meaning of U.S. or other export control laws or regulations) any Confidential Information or product thereof.

Retail Participant agrees that, as a condition of use, it will abide by all United States and International Copyright laws as defined in the Digital Millennium Copyright Act. Specifically, Retail Participant will not post or upload any content that violates or infringes upon the Copyrights of third-parties. Retail Participant asserts that all content it uploads with respect to this provision are legally posted with, where appropriate, authorization from third- party Copyright holders. Retail Participant also agrees that any content it submits to Nytch will not infringe upon the intellectual property rights of third- parties and warrants such to Nytch by agreeing to these terms. Nytch’s ability to change or delete content uploaded by Retailers: Retail Participants understands and acknowledges that Nytch may, in its sole discretion, delete any information, including a Recommendation, photograph, or accompanying text, from the Marketplace if Nytch believes, in good faith, that such information may violate any copyright. Nytch is not responsible for the accuracy, copyright compliance or legality of Content on the application.

DMCA Policy

Nytch will respond to legitimate requests under the Digital Millennium Copyright Act ("DMCA"), and we retain the right to remove user content on Nytch that we deem to be infringing the copyright of others. If you become aware of user content on Nytch that infringes your copyright rights, you may submit a properly formatted DMCA request (see 17 U.S.C. § 512) to us.

Misrepresentations of infringement can result in liability for monetary damages. You may want to consult an attorney before taking any action pursuant to the DMCA. Any DMCA request should be sent to this contact information: Grant Lea Nytch, Inc. Address: PO Box 8493, Woodland, California 95776 Email: grant@nytch.me

Please send our Copyright Agent the following information: 1. The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf; 2. Identification of the copyrighted work claimed to have been infringed, or a representative list of such works; 3. The URL or Internet location of the materials claimed to be infringing or to be the subject of infringing activity, or information reasonably sufficient to permit us to locate the material; 4. Your name, address, telephone number and email address; 5. A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent or the law; and 6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Indemnity

It is understood and agreed that Retail Participant is solely responsible for any and all claims arising out of sales and other transaction occurring as a result of these Terms and participation on the Nytch Marketplace. Retail Participant agrees to defend and indemnify Nytch and its directors, employees, representatives and agents from and against any and all claims brought by or on behalf of any person or entity pertaining to sales and/or other transactions arising out of the relationship between Retail Participant and Nytch. Retail Participant further agrees to pay all reasonable attorney fees and costs incurred by Nytch in defending or responding to any such claims. This indemnification provision applies to claims predicated on both active and passive conduct. Nytch reserves the right to assume exclusive defense and control of any matter and Retail Partner agrees to comply and cooperate with Nytch’s defense.

Arbitration

Except as otherwise provided in this Agreement, any controversy arising out of these Terms shall be submitted to an agreed upon arbitrator, located in San Francisco, California. The costs of the arbitration, including any administration fee, the arbitrator’s fee, and costs for the use of facilities during the hearings, shall be borne equally by the parties to the arbitration. Attorneys’ fees may be awarded to the prevailing or most prevailing party at the discretion of the arbitrator. The arbitrator shall not have any power to alter, amend, modify or change any of the terms of these Terms nor to grant any remedy which is either prohibited by these Terms, or not available in a court of law. The arbitrator shall issue a written reasoned award and decision that shall be consistent with and supported by the facts and the law within ninety (90) days from the date the arbitration proceedings are initiated. Judgment on the award of the arbitrator may be entered in any court having jurisdiction thereof.

WARRANTY DISCLAIMERS

NYTCH PROVIDES NO WARRANTIES. THE NYTCH MARKETPLACE AND THE SERVICES THAT ARE PROVIDED ARE DONE SO ON AN “AS IS” AND “AS AVAILABLE” BASIS. NYTCH MAKES NO REPRESENTATIONS OR WARRANTIES, IMPLIED OR EXPLICIT, OF ANY KIND INCLUDING, WITHOUT LIMITATION:

(1) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

(2) THAT THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR WITHOUT ERROR;

(3) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE;

(4) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF NYTCH; AND

(5) ANY GUARANTEES AS TO CUSTOMER INCREASES, SALES INCREASES, PROFIT INCREASES, OR REVENUE INCREASES. NYTCH MAKES NO REPRESENTATIONS AND HAS NO DUTIES WITH RESPECT TO WHAT CUSTOMERS USE THE MARKETPLACE.

NYTCH IS NOT LIABLE FOR ANY BUGS OR DAMAGE THAT OCCUR FROM USE OF THE NYTCH APPLICATION.

Entire Terms

These Terms constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof, written, oral, or otherwise.

No Agency

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

Interpretation

The provisions contained within these Terms will be interpreted according to the laws of the State of Delaware. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

Severability

If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. 18.

No Waiver

Nytch will not be considered to have waived any of its rights or remedies described in these Terms unless the waiver is in writing and signed by the appropriate corporate representative or agent. No delay or omission by Nytch in exercising its rights or remedies will impair or be construed as a waiver.

Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of laws principles. Each party (i) agrees that all actions and proceedings arising from or related to these Terms or its subject matter may be litigated in state or federal courts located in the City and County of San Francisco, California and (ii) consents and submits to the personal jurisdiction and venue of any such court. If any action at law or in equity is necessary to enforce or interpret the terms of the Terms, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 20. Contact: If you have problems with Marketplace, please email hello@nytch.me.

Contact: If you have problems with Marketplace, please email hello@nytch.me.

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