SEEKEET MERCHANT AGREEMENT

Effective Date: Upon Registration

Date of Last Update: August 15, 2025

Welcome to Seeket!

This Seeket Merchant Agreement (this “Agreement”) is entered into by and between Seeket, Inc., a California corporation (“Seeket,” “we,” “us,” or “our”), and the merchant identified in connection with the creation of a Merchant account (“you” or “Merchant”). This Agreement governs your access to and use of the Services (as defined in the Terms) in connection with the listing, sale, and delivery of Merchant Products through the Services.

By registering for and/or creating a Merchant account with Seeket, you acknowledge and agree that you have read, understood, and accept this Agreement, and that your creation of a Merchant account constitutes your binding acceptance of and agreement to be bound by all terms and conditions set forth herein.

For purposes of this Agreement, “Merchant Products” means any goods, merchandise, or other products that you list, market, sell, or offer through the Services, which Merchant Products may be offered to Buyers under this Agreement. “Buyer” or “Buyers” means individuals or entities that purchase Merchant Products through the Services.

This Agreement is incorporated into and made part of the Terms, and capitalized terms not otherwise defined herein have the meanings set forth in the Terms. Unless stated otherwise, in the event of a conflict between this Agreement and the Terms, the Terms will control.

1. SERVICES

Seeket operates a local online marketplace and delivery Services that connects customers with independent Merchants in the Long Beach, California area for the purchase and sale of a wide variety of goods. You agree to list your Merchant Products in accordance with this Agreement, Terms, and other applicable policies. Seeket will collect Buyer orders, coordinate pickup of purchased Merchant Products from your business location, and coordinate delivery to Buyers through independent third-party delivery providers within designated delivery windows which may be updated from time to time at Seeket’s discretion. Seeket may update, enhance, or discontinue any features or functionalities of the Services at any time in its sole discretion.

2. ENROLLMENT & ELIGIBILITY  

To enroll, you must complete Seeket’s registration process and provide accurate, current information, including business name, address, contact information, and tax identification details. You must be authorized to enter into contracts and do business in the City of Long Beach, California. If you are authorized to do business in another city, Seeket will not provide delivery services in that jurisdiction. You represent and warrant that you will update all information promptly and will not impersonate another person or entity. You may be required to provide a copy of your Long Beach business license and links to your website, social media profiles, or other materials documenting your Merchant Products. Seeket reserves the right, in its sole discretion, to reject your enrollment or to suspend or terminate your participation in the Services at any time, with or without cause, and without liability to you.

3. FEES & PAYMENT TERMS

You are responsible for all expenses you incur in connection with this Agreement.

Pricing Tiers. 

Seeket offers pricing tiers for participation in the Services, as described in Schedule I, which is incorporated by reference. Your selected tier will determine applicable fees and service features, as set forth in Schedule I.

Payment Information. 

To use the Services, you must provide valid credit card and bank account information acceptable to Seeket. You agree to use only accounts you are authorized to use and to keep your information accurate and up to date. You authorize Seeket to verify your information, obtain credit authorizations, and charge your payment method for any amounts owed.

All payments to you will be made to your designated bank account through standard banking channels or other methods we specify.  Unless otherwise stated, all amounts will be displayed and paid in U.S. dollars.

Withholding and Offsets.

If we determine that your actions may result in returns, chargebacks, legal violations, or other risks to Seeket or third parties, we may, in our sole discretion, withhold payments to you for as long as those risks exist.  For any amounts you owe to Seeket, we may:

1. charge your credit card or any other payment method you provide,

2. offset such amounts against payments we owe you,

3. invoice you (payable upon receipt),

4. reverse prior credits to your account, or

5. collect funds by other lawful means.

Fund Disbursement and Compliance.

To receive disbursements, you must comply with these Terms, fulfill all Buyer orders in a timely and accurate manner, and refrain from engaging in any deceptive, fraudulent, or unlawful activity. If we determine, in our sole discretion, that your account, or any account you have operated, has been used in connection with such activity (including, without limitation, selling counterfeit or stolen goods), has failed to fulfill orders in whole or in part, has repeatedly failed to meet applicable pickup or delivery deadlines, or has otherwise harmed or may harm Buyers, Seeket, or its interests, we may permanently withhold, offset, or delay payments to you. These activities create significant financial, operational, and reputational risks for Seeket.

If you fail to fulfill an order, fail to meet order timing requirements, or cause chargebacks, refunds, or other financial liabilities, Seeket may, in its sole discretion:

1. Deduct the corresponding amounts (including related fees, penalties, and costs) from any amounts owed to you;
2. Issue chargebacks to your account;
3. Charge any payment method or credit card you have on file with Seeket; and/or
4. Require you to prepay or deposit funds as security for your future performance or to mitigate potential risk (including the risk of returns, disputes, or chargebacks).

Any security deposit or prepaid funds may be refundable or nonrefundable, as determined by Seeket in its sole discretion, and may be forfeited in whole or in part if you breach this Agreement or the Terms.

Transaction Limits.

For security, compliance, and risk management purposes, we may, in our sole discretion, establish and modify limits on the number, frequency, or value of transactions or disbursements over any period of time, without prior notice.

We will not be liable to you if:

1. We block, delay, or decline a transaction or disbursement that would exceed any applicable limit; or
2. A Buyer cancels or withdraws from a transaction due to the unavailability of the Services after the transaction has commenced.

Remittance of Sales Proceeds.  You agree to pay all applicable fees and authorize Seeket to deduct such fees, chargebacks, refunds, adjustments, or other authorized amounts from your sales proceeds. Sales proceeds, net of such deductions, will be remitted to you either on a daily or bi-weekly basis, at Seeket’s sole discretion, using the bank account or payment method you have designated. Seeket may, at any time and in its sole discretion, change the remittance frequency, timing, or method of payment, with or without prior notice, including suspending remittances where permitted under this Agreement. Seeket reserves the right to revise the applicable fees upon thirty (30) days’ prior written notice.

4. PRODUCT LISTINGS AND FULFILLMENT

Accuracy and Compliance.

You are solely responsible for ensuring that all Merchant Products you list for sale through the Services are accurately described, in stock, and comply with all applicable federal, state, and local laws, rules, and regulations, including, without limitation, those governing product labeling, health and safety, pricing, consumer protection, packaging, and, where applicable, age-restricted sales. Product descriptions must not be misleading, inaccurate, or omit material information. You are responsible for keeping your listings current and removing any Merchant Products that are out of stock or no longer offered.

 Preparation for Pickup.

All Merchant Products must be packaged in a secure, commercially reasonable manner suitable for the nature of the item and ready for pickup by the applicable pickup window. You must ensure that the packaging adequately protects the Merchant Product during transportation, complies with any applicable legal and safety requirements, and is consistent with Seeket’s packaging guidelines (if any).

Delivery and Risk of Loss.

Delivery services are facilitated through third-party delivery providers engaged by Seeket, and all such services are subject to the applicable delivery provisions set forth in the Terms. Title and risk of loss for Merchant Products pass to the Buyer upon completion of delivery to the Buyer’s designated delivery address. Seeket is not liable for any damage, loss, or delay occurring after pickup from your location, unless directly caused by Seeket’s or its contractors’ gross negligence or willful misconduct.

Age-Restricted Products.

If you sell any age-restricted Merchant Products, you must clearly identify such products in your listings and comply with all applicable age verification requirements, including those set forth in the Terms. You must cooperate with Seeket’s or its delivery providers’ procedures for age verification upon delivery.

Delivery Disputes and Buyer Claims.

Delivery issues, product disputes, or Buyer claims must be reported promptly to Seeket in accordance with the Terms. Except as otherwise provided in this Agreement, you are responsible for handling and resolving any disputes with Buyers, including defective or incorrect Merchant Products, and for providing refunds or replacements where appropriate.

Multi-Store Orders.

Buyers may place orders from multiple Merchants in a single checkout session; however, each Merchant is responsible solely for fulfilling and preparing its own Merchant Products for pickup. You acknowledge that delivery fees, timeframes, and procedures may differ for each Merchant’s products within a multi-store order.

Inventory Synchronization.

If you use inventory management tools integrated with the Services (e.g., Shopify or Square sync, CSV upload), you must ensure that your online inventory accurately reflects available quantities and that pricing is consistent with your other sales channels, subject to any exceptions approved by Seeket. In-store offerings must also be made available online through the Services, and in no event may online pricing include markups above in-store pricing, subject to any exceptions expressly approved by Seeket.

Prohibited Fulfillment Practices.

You may not substitute products, split shipments without prior consent, misrepresent product origin or characteristics, or ship any product that is damaged, defective, expired, recalled, counterfeit, or otherwise prohibited under this Agreement or the Terms.

5. PROHIBITED PRODUCTS

You may not list, offer, or sell any product or service that is illegal, counterfeit, recalled, restricted, unsafe, or otherwise prohibited under applicable law, the Terms, this Agreement, or any Seeket policy. This includes, but is not limited to:

• Controlled substances and related items – including drugs, cannabis, THC, CBD products, synthetic cannabinoids, and drug paraphernalia.
• Tobacco and related products – including cigarettes, cigars, chewing tobacco, e-liquids, vaping devices, and related accessories.
• Weapons and dangerous items – including firearms, ammunition, explosives, fireworks, certain knives, brass knuckles, and self-defense devices prohibited by law.
• Perishable goods and live organisms – including live animals, certain plants, and perishable food items without explicit written authorization; provided, however, that this restriction shall not apply where you deliver such items directly to the buyer (self-delivery) in compliance with all applicable laws and regulations.
• Hazardous or regulated materials – including flammable, radioactive, toxic, or corrosive substances requiring special handling.
• Stolen, counterfeit, or infringing goods – including replicas, knockoffs, and items that infringe on trademarks, copyrights, or patents.
• Recalled or expired products – including items past their expiration date or subject to manufacturer or government recall.
• Offensive or inappropriate content – including products that promote hate speech, discrimination, violence, self-harm, or illegal activity.
• Financial products and services – including prepaid debit cards, currency exchanges, and other payment instruments unless expressly permitted; provided, however, that this restriction does not apply to the sale of gift cards.
• Gambling-related items – including lottery tickets, sweepstakes entries, and other forms of wagering prohibited by law.
• Medical devices and health products – that are prescription-only or otherwise restricted from sale without proper authorization.

Seeket may, at any time and in its sole discretion, reject, suspend, or permanently remove any listing, or restrict your account, for violations or suspected violations of this section, without prior notice.

6. RETURNS AND CUSTOMER SERVICE

You are solely responsible for handling all returns, refunds, exchanges, and warranty claims related to your products, including compliance with all applicable California consumer protection laws. Seeket does not accept, process, or issue refunds on your behalf and has no responsibility for any returns or related customer claims.

You must establish and clearly disclose your return and refund policy to Buyers, and you agree to act in good faith to resolve all Buyer complaints, disputes, and inquiries in a professional and timely manner. If a return or refund is required under your disclosed policy or applicable law, you must promptly provide such remedy directly to the Buyer.

Seeket may, in its sole discretion, forward Buyer complaints or disputes to you for resolution. If you fail to fulfill your obligations under this Section, Seeket may deduct amounts from your remittances, or charge your payment method on file, to cover the cost of refunds, returns, chargebacks, or other Buyer remedies.

No Chargeback Protection. You are solely responsible for all payment processor chargebacks, disputes, reversals, or related fees arising from Buyer transactions, regardless of reason. Seeket has no obligation to contest or mitigate such chargebacks on your behalf. Seeket may, in its sole discretion, offset such amounts from your future disbursements or charge your payment method on file to recover these amounts.

7. LICENSE & TRADEMARKS

You grant Seeket a non-exclusive, royalty-free, worldwide, fully sublicensable, revocable license to use, reproduce, display, distribute, transmit, and publicly perform your business name, logos, trademarks, service marks, product images, descriptions, and other content you provide (“Merchant Content”) in connection with the marketing, operation, and provision of the Services, including in advertising, promotional materials, and public communications.

Seeket will not materially alter your registered trademarks without your prior written consent, except for formatting, resizing, or other non-material changes necessary to display such trademarks in the Services.

You represent and warrant that you own or have all necessary rights, licenses, and permissions to grant the above license, and that the Merchant Content and your product listings do not infringe, misappropriate, or otherwise violate any third party’s intellectual property, publicity, or privacy rights.

Seeket disclaims all liability for any copyright, trademark, or other intellectual property claims related to your Merchant Content or products. You agree to indemnify, defend, and hold harmless Seeket, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

6. your Merchant Content;

7. your product listings, sales, marketing, or distribution; or

8. any alleged or actual infringement, misappropriation, or violation of any intellectual property or other proprietary right by you or your products.

Seeket may, in its sole discretion and without prior notice, reject, remove, suspend, or disable access to any Merchant Content or product listing, or deactivate or suspend your account, if it believes that such content or activity violates this Agreement, infringes any third-party rights, or poses a risk to Seeket, its users, or the public.

The license granted in this Section will automatically terminate upon the later of: (i) your account deactivation, or (ii) the removal of the applicable Merchant Content from the Services, except that Seeket may retain copies as reasonably necessary for legal, compliance, archival, or backup purposes.

8. INSURANCE REQUIREMENTS

If your gross monthly proceeds through the Services exceed $10,000 in any calendar month, you shall, at your sole cost and expense, procure and maintain in full force and effect commercial general liability insurance (including product liability coverage) with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate. Such policy must:

1. Name Seeket, Inc., its affiliates, and their respective officers, directors, employees, and agents as additional insureds on a primary and non-contributory basis;
2. Provide coverage for all products sold or distributed through the Services;
3. Be issued by an insurer with an A.M. Best rating of A- or better; and
4. Contain a waiver of subrogation in favor of Seeket, Inc.

Upon request, you shall promptly provide Seeket with a current certificate of insurance and any endorsements evidencing the required coverage. Failure to maintain the required insurance or provide proof upon request constitutes a material breach of this Agreement and may result in immediate suspension or termination of your account, in Seeket’s sole discretion.

Your obligation to maintain insurance is in addition to and does not limit your indemnification obligations under this Agreement. Seeket’s failure at any time to request proof of insurance or to enforce these requirements will not be deemed a waiver of its rights or of your obligations, nor will it limit Seeket’s ability to enforce such requirements at a later date.

9. INDEMNITY

In addition to, and without limiting, any indemnification obligations set forth in the Terms, upon Seeket’s written notice, you will immediately defend (with counsel acceptable to Seeket), indemnify, and hold harmless Seeket, Inc., its parents, subsidiaries, affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, “Seeket Indemnitees”) from and against any and all losses, claims, demands, damages, liabilities, penalties, costs, judgments, settlements, and expenses (including reasonable attorneys’ fees and court costs) arising out of, relating to, or in connection with:

9. Breach of Agreement – any actual or alleged breach of this Agreement, the Terms, or any Seeket policy by you or your representatives;

10. Products – your products, including without limitation any product defect, contamination, mislabeling, failure to comply with applicable laws or regulations, or any personal injury, death, or property damage caused in whole or in part by your products;

11. Conduct – any negligent, fraudulent, reckless, or willful act or omission by you or your representatives;

12. Legal Compliance – any violation of any applicable law, regulation, ordinance, or industry standard by you or your representatives; and

13. Intellectual Property – any actual or alleged infringement, misappropriation, or violation of any intellectual property or proprietary right of a third party arising out of or relating to your products, listings, content, or other materials you provide in connection with the Services.

Your duty to defend is immediate upon notice from Seeket and is not contingent on a final determination of liability. Seeket may, at its option, participate in the defense of any claim through its own counsel at its own expense, without relieving you of your obligations. You will not settle any claim that imposes any liability, obligation, or admission of fault on any Seeket Indemnitee without Seeket’s prior written consent, which may be withheld in Seeket’s sole discretion.

These indemnification obligations are in addition to any insurance requirements under this Agreement and will survive any suspension or termination of your account or this Agreement.

10. LIMITATION OF LIABILITY

IN ADDITION TO, AND WITHOUT LIMITING, ANY LIMITATIONS OF LIABILITY SET FORTH IN THE TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW, SEEKET SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SEEKET’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

11. TERM & TERMINATION

In addition to, and without limiting, any termination rights set forth in the Terms, this Agreement commences on the date you complete registration or accept these terms and continues until terminated as provided herein.

You may terminate this Agreement or your account at any time by providing written notice to Seeket via email. Seeket may terminate this Agreement, in whole or in part, for any reason by providing you with thirty (30) days’ advance written notice.

Seeket may, in its sole discretion, immediately suspend or terminate your account or this Agreement (in whole or in part), without notice or opportunity to cure, if:

14. you breach this Agreement and fail to cure such breach within seven (7) days after written notice from Seeket (or sooner if the breach, in Seeket’s sole judgment, exposes Seeket to potential liability or reputational harm);

15. your account has been, or reasonably appears to have been, involved in fraudulent, deceptive, illegal, abusive, or harmful activity;

16. your use of the Services has caused, or in Seeket’s reasonable judgment poses a risk of causing, harm to Seeket, its Buyers, other merchants, its systems, or its legitimate business interests; or

17. such suspension or termination is required by applicable law, regulation, or governmental order.

Upon termination, you must immediately cease all access to and use of the Services, remove any Seeket branding from your materials, and promptly complete all outstanding orders unless otherwise instructed by Seeket. Termination shall not relieve you of any accrued obligations, fees, liabilities, indemnities, or other responsibilities arising prior to or as a result of termination, all of which shall survive. Seeket’s exercise of its termination rights shall be without liability to you, and shall be in addition to any other rights or remedies available to Seeket under this Agreement, the Terms, or applicable law.

12. CONFIDENTIALITY & DATA USE

You shall maintain the strict confidentiality of all nonpublic, proprietary, or confidential information obtained through the Services, including, without limitation, Buyer personal information, transaction details, order history, and payment data (“Confidential Information”). You shall not disclose, transfer, sell, license, or otherwise make available any Confidential Information to any third party except: (a) as strictly necessary to fulfill Buyer orders in accordance with this Agreement; or (b) as required by applicable law, regulation, or valid legal process, in which case you shall provide prompt written notice to Seeket (unless prohibited by law) and cooperate with Seeket in seeking protective measures.

You agree to: (i) implement and maintain reasonable and appropriate administrative, technical, and physical safeguards to protect Confidential Information against unauthorized access, use, loss, or disclosure; (ii) comply with all applicable data protection, security, and privacy laws and regulations, including, without limitation, the California Consumer Privacy Act (“CCPA”) and any successor or supplemental laws; and (iii) immediately notify Seeket in writing of any suspected or actual breach, compromise, or unauthorized disclosure of Confidential Information.

Buyer data obtained through the Services may be used solely for order fulfillment and for no other purpose, including, without limitation, marketing, solicitation, profiling, resale, or data analytics unrelated to the specific transaction. Within thirty (30) days after completion of the applicable order (or sooner if requested by Seeket), you must permanently delete or anonymize all Buyer personal information in your possession, custody, or control, unless retention is required by applicable law.

Any personal information you provide to Seeket will be collected, used, and disclosed in accordance with Seeket’s Privacy Policy , which may be updated from time to time. You shall indemnify, defend, and hold harmless Seeket from and against any and all claims, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your breach of this Section.

13. RELATIONSHIP OF THE PARTIES

Nothing in this Agreement, the Terms, or your use of the Services shall be construed to create any agency, partnership, joint venture, franchise, fiduciary, or employment relationship between you and Seeket, and no party has authority to bind the other in any manner, except as expressly provided in writing by Seeket. You acknowledge and agree that you are operating as an independent contractor, solely responsible for the manner and means of your operations, the performance of your obligations, and compliance with all applicable laws, regulations, licenses, and permits related to your business.

You shall not represent or hold yourself out, directly or indirectly, as an employee, agent, legal representative, or authorized spokesperson of Seeket, nor shall you make any statement, promise, or commitment that would create an obligation or liability on Seeket’s behalf.

As an independent contractor, you are solely responsible for all costs and expenses incurred in connection with your activities under this Agreement, including, without limitation, wages, taxes, insurance, benefits, and equipment, and you shall have no entitlement to any benefits, coverage, or compensation from Seeket other than as expressly set forth herein.

14. CHANGE OF TERMS; AMENDMENTS

We may update this Agreement from time to time, which could include adding new provisions or removing existing ones. If we make material changes, we will give you advance notice, either by posting the updated Agreement on the Services or by sending you an email or other message. By continuing to use the Services after the changes take effect, you agree to the updated Agreement. If you do not agree to the changes, you must stop using the Services and close your account before the effective date. Your continued access to or use of the Services after the effective date of any changes will constitute your binding acceptance of the updated Agreement, and such continued use shall be deemed conclusive evidence of your agreement to be bound by the updated terms.

15. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any disputes, claims, or controversies arising out of or relating to this Agreement shall be resolved exclusively in accordance with the Dispute Resolution and Arbitration section of the Terms, which is incorporated herein by reference.

16. ASSIGNMENT

You may not assign, delegate, or transfer this Agreement, in whole or in part, whether voluntarily, involuntarily, by operation of law, or otherwise, without Seeket’s prior written consent, which may be granted or withheld in its sole discretion. Any attempted assignment in violation of the foregoing shall be null and void. Seeket may assign, delegate, or transfer this Agreement, without restriction, in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, or for any other lawful business purpose.

17. COMPLIANCE WITH LAWS

You represent, warrant, and covenant that your business, operations, products, and services, together with all activities conducted through or in connection with the Services, will at all times fully comply with all applicable federal, state, and local laws, rules, ordinances, and regulations, including but not limited to: tax and reporting obligations; health, safety, and sanitation requirements; environmental regulations; consumer protection statutes; advertising and marketing laws; and all business licensing, permitting, and registration requirements.

You are solely responsible for determining and ensuring your compliance obligations and for obtaining and maintaining all necessary licenses, permits, approvals, and certifications required for your business and for each product or service you offer. Seeket has no obligation to monitor, audit, or advise you regarding your compliance status, and any review or acceptance of your listings or account by Seeket shall not constitute, and shall not be deemed to constitute, a representation or warranty that you are in compliance.

In the event you fail to comply with any applicable law, rule, or regulation, Seeket may, in its sole discretion and without limiting any other rights or remedies available under this Agreement or applicable law, immediately suspend or terminate your account, remove or disable any listings, withhold any payments, and/or require you to reimburse Seeket for any fines, penalties, claims, losses, or expenses (including reasonable attorneys’ fees) incurred as a result of your non-compliance.

18. TAXES

You are solely responsible for all applicable taxes related to your products or services offered through the Services. Seeket may, but is not required to, collect and remit taxes for certain jurisdictions and will notify you if such services apply. If we do, you must provide all required documentation promptly. An annual sales and tax statement will be available online through your Seeket account. Seeket’s assistance does not relieve you of your responsibility to comply with all tax laws.

19. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by acts of God, natural disasters, governmental actions, pandemics, war, terrorism, labor disputes, or other events beyond the reasonable control of the affected party (a "Force Majeure Event").  The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact of the Force Majeure Event.

20. NO WAIVER.

Seeket's failure to monitor or enforce a provision of this Agreement does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or this Agreement as a whole.

21. CONTACT INFORMATION.

If you have any questions about this Agreement, please email us at support@seeketlb.com.

SCHEDULE I

MERCHANT SUBSCRIPTION TIERS AND PRICING

This Schedule I forms part of the Merchant Agreement between Seeket and Merchant. By selecting a subscription tier, Merchant agrees to the corresponding fees, commission rates, sales caps, payout schedules, and benefits described below.

1. MERCHANT TIERS

Tier	Monthly Fee	Annual Fee	Commission Rate(s)	Monthly Sales Cap	Frequency	Benefits
Starter	$0	N/A	15% flat commission	$500	Monthly	- Local Delivery via Seeket - No upfront costs; pay only when you earn - Ideal for market testing, side gigs, or early-stage shops
Builder	$60	$600/year (2 months free)	10% up to $2,500 8% $2,501-$5,000	$5,000	Twice monthly	-Local Delivery via Seeket - No per-order processing fees - Long Beach Neighborhood Badge - LB School Affiliation Badge (if applicable)
Connector	$120	$1,200/year (2 months free)	8% up to $5,000 6% $5,001-$10,000	$10,000	Weekly	- All Builder benefits - Enhanced search placement - Prioritized promotional opportunities
Anchor	$200	S2,000/year (2 months free)	6% up to $10,000 4% $10,001-$20.000 2% $20,001 +	No cap	Twice weekly	- All Connector benefits - Inclusion in "Seeket Selects" - Premium homepage placement

2. PROCESSING FEES

Starter Tier: $2.00/order processing fee.

Builder, Connector, Anchor Tiers: No per-order processing fee.

3. AUTO-UPGRADE

If Merchant exceeds the applicable monthly sales cap in its current tier for two (2) consecutive months, Merchant will automatically be upgraded to the next subscription tier beginning the following month.

• Annual Subscriptions: Prepaid annual plans will be prorated at the discounted annual rate for the new tier for the remainder of the subscription term.
• Monthly Subscriptions: The new monthly rate will apply starting in the third month after the two-month threshold is met.

Seeket will provide notice of any upgrade via email. Continued use of the Services after the effective date of the upgrade constitutes acceptance of the new tier and applicable fees. Downgrades are not automatic and require Seeket’s written consent.

4. GENERAL TERMS

1. All subscriptions are subject to Seeket’s Merchant Agreement and Terms, including without limitation all payment, fee, and commission provisions, as may be amended from time to time.
2. Commissions are calculated on the gross sales price of each order (including shipping and handling charges) before applicable taxes and after any discounts or promotional price reductions.
3. Commissions are calculated and deducted from the gross sales proceeds prior to any disbursement to Merchant.
4. Subscription benefits, features, and included services are subject to change at Seeket’s sole discretion, with notice to Merchant in the manner specified in the Merchant Agreement or Terms.
5. Merchants may request a subscription tier upgrade at any time; subscription fees will be adjusted on a pro-rated basis, and the new fee will apply beginning with the next billing cycle unless otherwise agreed by Seeket.
6. Promotional discounts (e.g., “50% off first 3 months”) apply only to the initial subscription period, are not transferable, have no cash value, and may not be combined with any other discounts, offers, or promotions unless expressly authorized by Seeket in writing.

g.         All fees are stated and payable in U.S. dollars, exclusive of any applicable taxes, duties, or government charges, which are the sole responsibility of the Merchant.

5. SEEKET’S RIGHT TO MODIFY.

Seeket may modify, amend, or update the pricing, commission rates, sales caps, payout frequencies, benefits, and any other terms in this Schedule I at any time, in its sole discretion, by posting the revised version on the Services and/or providing notice to Merchant through email or other reasonable means. Unless a longer notice period is required by law, such changes will take effect fifteen (15) days after posting or notice, whichever occurs first. If Merchant does not agree to the amended terms, Merchant must stop using the Services before the effective date of the changes. Merchant’s continued use of the Services after the effective date of any change constitutes deemed acceptance of the revised Schedule I.