Legal

Vendor Agreement

This agreement applies to all businesses selling products or services through the Circulate marketplace. By creating a storefront, you agree to these terms.

Effective date: May 2026

1. Vendor Eligibility

To sell on Circulate, vendors must meet the following requirements: • Operate a legitimate, lawfully registered business • Comply with all applicable local, state, and federal laws and regulations • Hold any required licenses, permits, or certifications relevant to their industry or product category • Not be previously suspended or banned from the Circulate platform Circulate reserves the right to approve or deny vendor applications at its sole discretion.

2. Product Listings

Vendors are responsible for the accuracy and quality of all product or service listings on the platform. Each listing must include: • An accurate and descriptive product name • Correct pricing information • Clear, authentic product images (no stock photos misrepresenting the product) • Accurate availability and inventory status • Shipping, pickup, or fulfillment details Misleading, fraudulent, or inaccurate listings are strictly prohibited and may result in immediate listing removal and account suspension.

3. Order Fulfillment

Vendors are solely responsible for fulfilling orders placed by customers. This includes: • Shipping physical products in a timely manner with appropriate packaging • Preparing pickup orders and notifying customers when ready • Managing delivery logistics, tracking, and carrier coordination • Providing prompt and professional customer support for order-related inquiries, delays, or issues Vendors must fulfill orders within the timeframe stated in their listings. Repeated fulfillment failures may result in account suspension.

4. Payments and Platform Fees

Circulate charges vendors a commission on each successfully completed paid order. The current fee structure is as follows: Vendor Commission: 3% of the product subtotal + $0.29 fixed fee per successful paid order Example: A $50 product order → commission = ($50 × 3%) + $0.29 = $1.50 + $0.29 = $1.79 → vendor receives $48.21 Fee Structure Details: • Commission applies only to successful, completed paid transactions — pending or incomplete payments are not charged • Circulate currently absorbs Stripe payment processing fees (2.9% + $0.30 per transaction) as a platform operating cost — this is NOT deducted from vendor payouts • Customer service fees (charged separately to customers) help support marketplace operations and platform functionality • Delivery fees (when applicable) are charged to customers and retained by Circulate to support local delivery infrastructure • Vendor payouts are processed automatically via Stripe Connect after each successful transaction • Refunds may result in partial or full reversal of vendor payouts and platform fees, proportional to the refund amount • Vendors are responsible for all applicable taxes on their earnings • Circulate reserves the right to withhold payouts in the event of disputes, chargebacks, or suspected fraud • This fee structure applies to all transactions going forward. Circulate will provide advance notice of any changes to the commission model

5. Refunds, Disputes, and Chargeback Liability

Vendors are responsible for establishing and honoring their own refund and return policies, which must be clearly stated in their storefront. VENDOR DISPUTE LIABILITY Vendors are responsible for chargebacks, payment disputes, fraud claims, refunds, and losses connected to products or services they sell or fulfill through Circulate CLE. Circulate may recover disputed amounts from pending or future vendor payouts. • When a customer disputes a payment connected to a vendor order, the responsible vendor/storefront is financially responsible for the disputed order amount unless Circulate manually overrides the case • The default liability for all vendor product/service sales is: Vendor Responsible • Circulate may, at its sole discretion, manually assign liability as: Vendor Responsible, Circulate Responsible, Shared Responsibility, or Customer Fraud / Review Needed • When a dispute is opened, Circulate will place a hold on vendor payouts equal to the disputed amount • If the vendor has insufficient pending payout, Circulate may recover the disputed amount from future vendor payouts • If a dispute is won, the hold is released and the order status is restored • If a dispute is lost, the vendor absorbs the disputed amount and their balance is adjusted accordingly • Circulate may absorb only platform fees if manually selected by an administrator DISPUTE EVIDENCE REQUIREMENTS Vendors must submit evidence through the Vendor Portal Disputes section before the dispute deadline. Required evidence varies by fulfillment type: For pickup orders: pickup confirmation code, customer name, customer phone/email, pickup timestamp, vendor confirmation of handoff, optional customer signature, optional photo proof, and notes/messages showing pickup arrangement. For shipped orders: tracking number, shipping carrier, delivery confirmation, shipping address, order receipt, and customer contact information. • Vendors must cooperate in good faith to resolve customer complaints and disputes • Vendors must process refunds in accordance with their stated policies and applicable consumer protection laws • Repeated or escalated customer complaints — including chargebacks and unresolved disputes — may result in vendor account review, suspension, or termination • Circulate may mediate disputes at its discretion but is not liable for vendor-side fulfillment or product issues

6. Vendor Conduct

All vendors operating on Circulate are expected to maintain professional standards. Vendors must: • Communicate professionally, promptly, and respectfully with customers and Circulate staff • Comply with all Circulate marketplace policies and guidelines • Avoid listing or selling prohibited, illegal, or counterfeit products • Not engage in price manipulation, fake reviews, or deceptive practices • Not attempt to redirect customers to external platforms to avoid platform fees Violations of conduct standards may result in warnings, listing removal, or permanent account suspension.

7. Vendor Account Suspension

Circulate reserves the right to suspend, restrict, or permanently remove vendors from the platform for the following reasons: • Violation of marketplace rules or this Vendor Agreement • Listing or selling illegal, counterfeit, or prohibited goods • Repeated failure to fulfill orders or respond to customer complaints • Fraudulent activity, including misrepresentation of products or business identity • Chargebacks exceeding acceptable thresholds • Any conduct deemed harmful to customers, the Circulate platform, or its reputation Suspended vendors may appeal decisions by contacting Circulate support.

8. Independent Business Status

Vendors on the Circulate platform operate as fully independent businesses. Nothing in this Vendor Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between Circulate and any Vendor. • Vendors are solely responsible for their own business operations, taxes, insurance, and compliance • Circulate does not control how vendors run their businesses, manage staff, or handle customers outside of platform policies • Vendors may not represent themselves as employees, agents, or representatives of Circulate

9. Agreement Acceptance

By creating a storefront on Circulate, vendors confirm that they have read, understood, and agree to be bound by this Vendor Agreement and Circulate's Terms of Service. This agreement takes effect upon approval of the vendor application and creation of a storefront. Circulate may update this agreement from time to time; continued operation on the platform constitutes acceptance of any revised terms. Last updated: May 2026

Questions about this Vendor Agreement? Contact us at vendors@circulate.market