Pantastic Product Supplier Agreement

This Pantastic Product Supplier Agreement (the “Agreement”) is between you (“you” or “Product Supplier”) and RetailerX, Inc. d/b/a Pantastic Networks (“Pantastic” or “we”).

We’re pleased that you have agreed to use the “Pantastic Brand Network,” which is an e-commerce site on the Shopify platform provided by Pantastic. Pantastic will sell products (including your products) through the Pantastic Brand Network to Pantastic’s customers ("Pantastic Customers").

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<h2>Table of Contents</h2>
<ul class="lead">
<li><a title="Pantastic Fulfillment Policy" href="#anchor-fulfillment">Fulfillment Policy</a></li>
<li><a title="Pantastic Returns Policy" href="#anchor-returns">Returns Policy</a></li>
<li><a title="Pantastic Pricing, Settlement and Commissions Policy" href="#anchor-pricing">Pricing, Settlement and Commissions Policy</a></li>
<li><a title="When You Get Paid" href="#anchor-get-paid">When You Get Paid</a></li>
<li><a title="Commissions" href="#anchor-commissions">Commissions</a></li>
<li><a title="Pantastic Base Commission Rate Schedule" href="#anchor-base-commission">Base Commission Rate Schedule</a></li>
<li><a title="Pantastic Product and Listing Policy" href="#anchor-product-listing-policy">Product and Listing Policy</a></li>
<li><a title="Prohibited Products on the Pantastic Brand Network" href="#anchor-prohibited-products">Prohibited Products on the Pantastic Brand Network</a></li>
</ul>
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Registration and Use of the Pantastic Brand Network
When you register and use the Pantastic Brand Network, you will be bound by this Agreement and all “Pantastic Policies” (meaning all policies attached to this Agreement and set forth on the Pantastic Brand Network and elsewhere on pantastic.com), which are all incorporated into this Agreement. This Agreement and all Pantastic Policies may be amended or replaced (and new Pantastic Policies may be added) through the process described in Section 14 (Modifications to the Pantastic Brand Network and this Agreement).
You agree to provide complete and accurate information required by the Pantastic Brand Network and to keep it up-to-date. You represent that you have the right and power to enter and perform this Agreement and the transactions that you authorize Pantastic to perform on the Pantastic Brand Network. You are responsible for your Pantastic Brand Network password(s) and for any activity through your account. You must keep your password(s) confidential and, if security of your password(s) is compromised, immediately notify Pantastic and change your password(s) on the Pantastic Brand Network.
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Registration and Use of the Pantastic Brand Network
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Product Listing.
You agree to provide complete and accurate product information for each product that you list on the Pantastic Brand Network in accordance with the specifications of the Pantastic Brand Network and in compliance with the Pantastic Product and Listing Policy attached as Exhibit D. You agree that you will only list or sell to Pantastic products that you own or control. If you operate an online marketplace, you may not list or sell to Pantastic third party products that are listed on that marketplace (i.e., products that you do not either own or control). Nothing in this Agreement prohibits you from selling your products on your own or other online marketplaces, or from allowing third parties to sell their products on your own or other online marketplaces.
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Pantastic Brand Network.
When you submit a listing for a product on the Pantastic Marketplace, you agree to comply with and perform the sale of such product in accordance with Pantastic Policies.
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Processing of Sales; Fulfillment.
The Pantastic Brand Network will determine when one of your products is sold to Pantastic on the terms set forth in this Agreement, at which time Pantastic will notify you of the transaction by providing you the order and shipping information to ship your product to the Pantastic Customer. All transactions will be in U.S. Dollars (US$). If you sell everyday essential products (e.g. paper towels, deodorant, dog food, etc.), you must be capable of delivering your products to Pantastic Customers within two (2) business days or those products typically will not be selected for fulfillment.
You agree to pack, fulfill, ship and deliver each product order on the Pantastic Brand Network in compliance with the Pantastic Fulfillment Policy attached as Exhibit A. Pantastic may use all order, shipping and tracking information to interact with Pantastic Customers. Pantastic will serve as the first point of customer service for Pantastic Customers, and you will not communicate with Pantastic Customers regarding shipments of products by you unless explicitly authorized by Pantastic.
As part of the order fulfillment process, Product Suppliers make a flash sale to Pantastic and Pantastic immediately sells the product to the end user. Pantastic is the seller of record and Pantastic will collect sales tax and remit collected taxes to taxing authorities. This approach is intended to simplify sales tax calculation and processing for both Pantastic Customers and Product Suppliers.
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Pantastic may engage in merchandising, promotion and advertising of the products you offer on the Pantastic Brand Network, as determined by Pantastic in its sole discretion. The activities may be performed on the Pantastic Brand Network or through other online or offline features or programs (including, for example, mailings or inserts), or through any third party relationships with Pantastic.
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Payment and Settlement of Pantastic Brand Network Transactions
Products you list on the Pantastic Brand Network are sold to Pantastic and then resold by Pantastic to Pantastic’s customers at a resale price to be determined by Pantastic at its discretion, and the sale of each of your products listed on the Pantastic Brand Network and the settlement of these transactions (including the payment to Pantastic of commissions) shall occur as set forth in the Pantastic Pricing, Settlement and Commissions Policy, attached as Exhibit C. You are responsible to pay any fees charged directly to you by your ecommerce host or other service providers (for example Shopify or 3rd-party applications you may have installed) with which you have an existing relationship.
If Pantastic determines in its sole discretion that your actions may result in a dispute with a Pantastic Customer, Pantastic may delay any payments relating to such dispute until the dispute is resolved. Pantastic reserves the right to impose activity limits on some or all Pantastic Customers and Product Suppliers on the Pantastic Brand Network (including, without limitation, volume or dollar restrictions). In such case(s), Pantastic will not be liable to you for any transaction by Pantastic that does not proceed or is withdrawn due to any of these limitations.
Pantastic will bear the risk of credit card fraud (i.e., fraudulent purchases arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with sales of your Products; provided, that Pantastic will not bear the risk of credit card fraud in connection with any of your Products that are not fulfilled strictly in accordance with the order information and shipping information that Pantastic provides you.
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Refunds and Returns
Pantastic has established the terms by which Pantastic Customers process returns and refunds on their purchases on the Pantastic Brand Network. Returns and refunds of these products between Pantastic and Product Suppliers are detailed in the Pantastic Returns Policy, attached as Exhibit B.
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Pantastic Customer Pricing
You acknowledge that the price charged by Pantastic to Pantastic Customers on the Pantastic Brand Network may be different than the “Retailer Price” (as defined in the Pantastic Pricing, Settlement, and Commission Policy) that is listed by you on the Pantastic control center (“Pantastic Control Center”). However, the amounts paid to you by Pantastic for any sales transaction will always be based upon the Retailer Price and paid as set forth in the Pantastic Pricing, Settlement and Commission Policy.
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Term
This Agreement starts at the time you complete registration on the Pantastic Brand Network and then continues until terminated by you or Pantastic. You may terminate this Agreement for any reason at any time by notifying Pantastic through the means then specified by Pantastic on the Pantastic Control Center. Pantastic may terminate this Agreement for any reason at any time by notice to you. Upon termination, any rights and obligations of you and Pantastic with respect to any outstanding sale transaction (including fulfillment and returns) will survive until completed as set forth in this Agreement. The following Sections also survive any termination of this Agreement: 3 (Payment and Settlement of Pantastic Brand Network Transactions), 6 (Term), 7 (Licenses; Intellectual Property), 8(c) (Recalls and Product Defects), 8(g) (Pantastic Customer Personal Information), 9 (Indemnification), 10 (Disclaimer and General Release), 11 (Limitation of Liability), 12 (Taxes), 13 (Relationship of Parties), 16 (Confidentiality), 17 (Governing Law and Disputes) and 18 (Miscellaneous).
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Licenses; Intellectual Property
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License relating to your Products.
You grant Pantastic the right and license relating to your products and product-related content that is set forth in the Pantastic Product and Listing Policy. Nothing in this Agreement will impair Pantastic’s rights under applicable law to list and display products without a license (e.g., through fair use, a third party license, or referential use under trademark law).
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Licenses (Product Supplier).
You grant Pantastic a limited royalty-free, non-exclusive, worldwide right and license to use your name and logo during the term of this Agreement to accurately promote your relationship with Pantastic. Upon termination of this Agreement, you may revoke the license under this Section 7(b). Notwithstanding anything to the contrary, Pantastic agrees that it will not alter your trademark or logo (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same).
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Pantastic will be free to use any suggestions, comments, ideas, improvements, or other feedback or materials (together, “Suggestions”) that you (or any third party related to you) provide to Pantastic in connection with the Pantastic Brand Network (including without limitation any functionality, technology, appearance, design, or business model modifications relating to the Pantastic Brand Network or other area of pantastic.com). You disclaim any and all ownership rights in any such Suggestions. For purposes of this section, Pantastic’s use includes the ability to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing in any manner.
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Ownership of Pantastic Website and Technology.
As between Pantastic and Product Supplier, Pantastic owns all technology, infrastructure, know-how, design features, methods and materials used to provide, maintain and display the Pantastic Brand Network (and all intellectual property therein), including all information and data related to how Pantastic Customers and other users view, navigate and use the Pantastic Brand Network, and all manner of connectivity and association (such as those relating to cookies or device identifiers) between Pantastic Customers and users and the Pantastic Brand Network.
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Other Provisions regarding Products, Pantastic Customers and the Parties
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Compliance with Laws and Pantastic Policies.
Each party and its agents, subcontractors and suppliers will comply with all applicable laws in the performance of this Agreement. You will also ensure that your products and all product information for your products comply with all applicable laws and all Pantastic Policies.
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Ownership of Products; Title and Risk of Loss.
Title to and risk of loss for shipment of tangible product will transfer to Pantastic and then immediately to the Pantastic Customer upon your delivery to the common carrier for shipment to the Pantastic Customer. You will remain responsible to the Pantastic Customer for your products as set forth in this Agreement and the Pantastic Policies.
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Recalls and Product Defects.
You will notify Pantastic immediately as soon as you have any public or private knowledge of any recalls (private or public), defects or non- conformities that apply to any of your products. You are solely responsible to Pantastic and the Pantastic Customers for the condition of your products, including any non-conformity or defect in your products or any public or private recall of your products and for all costs relating thereto, and to comply with all applicable laws relating to product recalls, defects and non-conformities for your products.
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Insurance.
Initially, Pantastic will not require any insurance from you. However, Pantastic reserves the right to require you to maintain at your expense reasonable levels of insurance relating to you or your products, as determined by Pantastic, if you exceed Pantastic- determined sales value and/or volume thresholds or for other reasons related to potential risk. This insurance may include commercial general, umbrella and/or excess liability insurance with the insurance limits determined by Pantastic. Pantastic may require such policy to name Pantastic and its assignees as additional insureds (with an insurance certificate provided to Pantastic).
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Other Financial Matters.
You are responsible for all of your expenses in connection with this Agreement, except where this Agreement explicitly provides otherwise. You will allow Pantastic to verify your financial information and procure credit reports about you, and you agree to comply with all reasonable information requests by Pantastic to undertake these activities.
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No Damage to Pantastic's Site.
You agree not to access, search or otherwise use the Pantastic Brand Network or other areas of pantastic.com through the use of any engine, software, tool, agent, device, mechanism or automated means (including spiders, robots, crawlers, data mining tools or the like) in any way that is harmful or damaging to Pantastic (as determined by Pantastic in its sole discretion), which obligations shall be in addition to any such obligations set forth on the Pantastic Brand Network Terms of Service.
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Pantastic Customer Personal Information.
As a result of sales and other activity through the Pantastic Brand Network, you will receive information about identified or identifiable Pantastic Customers and related third parties (such as third parties to whom Pantastic Customers designate as recipients of shipments), including without limitation names, contact information, purchase information, and the fact that individuals have a relationship with Pantastic (“Pantastic Customer Personal Information”).
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</ol>
There are restrictions on your use of Pantastic Customer Personal Information. You may use the Pantastic Customer Personal Information solely to perform your obligations and exercise your rights under this Agreement and for purposes of legal compliance. You may not directly or indirectly use Pantastic Customer Personal Information to (a) contact any Pantastic Customer that has ordered product that has not yet been delivered, or any related individual such as a designated shipment recipient, with the intent to offer or solicit any purchase, (b) call a Pantastic Customer for any reason (including any fulfillment questions which should be handled by carriers except for any fulfillments that require a scheduled delivery with the Pantastic Customer), (c) solicit additional information from the Pantastic Customer or related individual (which in any case would be deemed Pantastic Customer Personal Information) or (d) sell or otherwise transfer Pantastic Customer Personal Information to any third party.
Pantastic does allow select marketing communication with the Pantastic Customer through the inclusion of marketing materials within the packaging of Pantastic orders shipped. All marketing materials and communications must comply with the Pantastic Product and Listing Policy.
However, if Pantastic indicates to you that the relevant individual has opted out of Product Supplier marketing, then you may not use the Pantastic Customer Personal Information to contact the individual (e.g. by telephone, or email) to solicit or induce a purchase, rental, lease, or exchange of products, goods, property, or services.
Regardless of any opt-out information that Pantastic provides to you, this Section does not restrict your use of information that you acquire or develop outside the context of the Pantastic Brand Network and without the use of Pantastic Customer Personal Information or other Pantastic Confidential Information. For example, if you have a pre-existing relationship with an individual who also is a Pantastic Customer, and you already have their contact information, this Agreement does not prevent you from contacting them with that contact information for marketing purposes, but you cannot, for example, target that Pantastic Customer because of information learned through transactions made on the Pantastic Brand Network or otherwise due to the fact that the Pantastic Customer has a relationship with Pantastic.
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Indemnification
You agree to indemnify, defend and hold harmless Pantastic and Pantastic’s Representatives (as defined below) against any claim, loss, damage, settlement, cost, expense or other liability (each, a "Claim") arising from or related to (a) your products, including without limitation, the sale and fulfillment of your products, any actual or alleged infringement of any related intellectual property rights in your products and any actual or alleged personal injury, death or property damage related to your products, (b) any breach of your obligations under this Agreement or (c) any taxes owed by you as set forth in this Agreement. You will use counsel reasonably satisfactory to Pantastic to defend any indemnified Claim, and Pantastic may control the defense of any indemnified claim (at Product Supplier’s cost) to the extent Pantastic determines that any indemnified Claim might adversely affect Pantastic.
Neither party may consent to a settlement or entry of any judgment related to a Claim without the other party’s prior written consent, which may not be unreasonably withheld. “Pantastic’s Representatives” means Pantastic’s employees, officers, directors, investors, service providers, agents and advisors.
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Disclaimer and General Release
The Pantastic Brand Network, including all content, software, functions, materials and information made available on the Pantastic Brand Network is provided to you “as-is.” You agree that you are using the Pantastic Brand Network at your own risk. To the fullest extent permissible by law, Pantastic disclaims (a) any and all representations and warranties related to this Agreement, (b) any implied warranties relating to this Agreement (such as implied warranties of merchantability, fitness for a particular purpose or non-infringement) and (c) any other obligation, or liability to you or any third party, whether or not arising from Pantastic’s negligence.
Pantastic does not warrant that the functions and software contained in the Pantastic Brand Network will meet your requirements. Pantastic does not guarantee that the Pantastic Brand Network will be available, timely, secure, uninterrupted or error free. Pantastic will not be responsible for any service interruptions, including without limitation those relating to any sales transactions. Pantastic will not be liable for any delay or failure to perform any of Pantastic’s obligations under this Agreement by reasons, events or other matters beyond Pantastic’s reasonable control.
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Limitation of Liability
Except with respect to obligations arising under Sections 3 (Payment and Settlement of Pantastic Brand Network Transactions), 9 (Indemnification) and 16 (Confidentiality), neither party will be liable to the other party (whether in contract, warranty, tort or for claims of negligence, product liability or other claim) for any loss of profit, revenue, business, or data or indirect, punitive or consequential damages arising out of or relating to this Agreement, even if such party has been advised of the possibility of such costs or damages. Pantastic’s aggregate liability arising out of or in connection with this Agreement (or transactions contemplated by this Agreement) will not exceed the total commissions paid by you to Pantastic during the six-month period prior to the date your claim arose.
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Taxes
Pantastic will purchase product from you and resell product to Pantastic Customers. Pantastic will be responsible for collection of tax on sales of product to Pantastic Customers. Pantastic will provide to you a Multijurisdictional Uniform Sales & Use Tax Certificate (“Certificate”), that identifies the states where Pantastic is registered to collect taxes, and in return you agree not to charge Pantastic any taxes on the sale of product to Pantastic. States may have different requirements regarding tax resale exemption, including but not limited to laws regarding drop ship transactions. All fees payable by you to Pantastic under this Agreement are exclusive of any applicable taxes.
For purposes of this Agreement, the term “taxes” means all sales taxes, taxes on goods and services, value added and consumption taxes, use taxes, excise taxes, import and export fees, regulatory fees, levies or similar charges and duties assessed or required to be collected or paid for any reason in connection with the promotion, offer, sale or fulfillment of any products by you in connection with the Pantastic Brand Network.
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Relationship of Parties
You and Pantastic are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, sales representative or employment relationship between us. This Agreement is for the sole and exclusive benefit of Pantastic, Pantastic Customers and you, and there are no other third-party beneficiaries under this Agreement.
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Modifications to the Pantastic Brand Network and this Agreement
As a start-up, we may be making frequent changes and improvements to the Pantastic Brand Network. Pantastic may also amend this Agreement, including by amending, revoking, or adding new Pantastic Policies at any time and at Pantastic’s sole discretion, by posting the updated or new versions (or notice of revocation) or a link to them on a designated portion of the Pantastic Brand Network. Unless the updated or new document specifies a longer delay before its effective date, the changes will take effect at the earlier of (i) 10 days after the posting to the designated area or (ii) your express acceptance of them, such as via a click-through process.
If you do not agree with these changes, you must discontinue use of the Pantastic Brand Network and terminate this Agreement as specified in Section 6 before the 10-day period expires. To be clear, changes to Section 17 will not apply to claims that accrue prior to the effective date of the changes, which will continue to be governed by the version of Section 17 that was effective upon accrual of the claim. The foregoing does not, however, negate any other termination rights held by either party.
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Control of Site
Notwithstanding anything to the contrary, Pantastic has the right in Pantastic’s sole discretion to determine the content, appearance, design, functionality and other aspects of the Pantastic Brand Network, including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Pantastic Brand Network and any element, aspect, portion or feature thereof (including any product listings). Pantastic also has the right to cease providing to you access to the Pantastic Brand Network at any time and without notice or to delay, halt any transaction, suspend the listing or de-list any of your products, or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by Pantastic Policies. Pantastic reserves the right to rate (or allow Pantastic Customers to rate) your or others products sold through the Pantastic Brand Network and/or rate your performance as a Product Supplier on the Pantastic Brand Network, and to make these ratings and feedback publicly available. Pantastic also has the right to monitor any activity on the Pantastic Brand Network and investigate any matters that arise from such activity.
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Confidentiality
Each party agrees to hold all Confidential Information (as defined below) of the other party in strict confidence and not use any such Confidential Information for any purpose other than to perform its obligations and exercise its rights under this Agreement. Neither party shall disclose the other party’s Confidential Information to any third party, except such party may disclose such Confidential Information to its employees, affiliates, service providers, advisors and other representatives who need to know to perform this Agreement and for internal purposes such as accounting, tax or regulatory matters. Each party agrees to be responsible for any disclosure by its employees, affiliates, service providers, advisors and other representatives and for their compliance under this Agreement. Each party shall take reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure or dissemination of the other party’s Confidential Information. Release of Confidential Information in response to a subpoena, court order, or other demand from a litigant or law enforcement entity will be permitted only if the recipient of the Confidential Information has provided the discloser with advance notice (to the extent legally permitted) to permit the discloser to seek a protective order or other appropriate remedy to protect its Confidential Information from release, and the recipient limits the release of the Confidential Information to the extent reasonably possible under the circumstances.
“Confidential Information” means all information in whatever form (e.g., written, verbal, electronic), tangible or intangible, whether disclosed or prepared upon review of such information, pertaining to the business of the disclosing party or its affiliates, subsidiaries or business associates. Confidential Information includes business, product or service plans; financial information and projections; designs, drawings, schematics, techniques, suggestions, development tools and processes; data and computer software; developments, inventions, and improvements; research and development; customer, market and marketing information (including Pantastic Customer Personal Information, which shall be considered Confidential Information) and the terms of this Agreement. Sales data will be considered Confidential Information. Confidential Information does not include information that (i) is or becomes publicly known, not as a result of any improper action or inaction of the party receiving such information; (ii) was rightfully in possession or known by the party receiving such information at the time of disclosure; (iii) is disclosed to the party receiving such information by a third party who rightfully possesses the information without confidentiality restrictions, (iv) is independently developed by the party receiving such information without use or reference to the Confidential Information or (v) Pantastic expressly consents that you may disclose.
These obligations are in addition to, but do not supersede, the obligations set forth in Section 8(g).
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Governing Law and Disputes
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Governing Law.
You agree that the laws of the State of California (without regard to principles of conflict of laws) will govern this Agreement and any claim or dispute between you and Pantastic discussed below. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
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Disputes
Any claim or dispute between the parties, including any arising out of or relating to the Pantastic Brand Network, or this Agreement, including any disputes as to the validity or enforceability of this Agreement, shall be finally settled by confidential arbitration in Santa Clara County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief to enjoin infringement or other misuse of intellectual property rights. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Northern District of California.
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Prohibition of Class and Representative Actions and Non-Individualized Relief.
YOU AND Pantastic AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND Pantastic AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER PRODUCT SUPPLIERS OR OTHER SELLERS ON THE Pantastic BRAND NETWORK OR Pantastic CUSTOMERS NOT INVOLVED IN SUCH CLAIM. ANY AWARD OF DAMAGES BY THE ARBITRATOR MUST BE CONSISTENT WITH THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT, INCLUDING AS TO THE TYPES AND THE AMOUNTS OF DAMAGES FOR WHICH A PARTY MAY BE HELD LIABLE. ANY ARBITRATION OR PERMITTED LITIGATION FOR A CAUSE OF ACTION SUBJECT TO THIS SECTION MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
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Any Disputes between you and Pantastic Customers or Third Parties.
While Pantastic may in its discretion assist you or a Pantastic Customer in any dispute or claim between you and a Pantastic Customer regarding a product purchased by the Pantastic Customer from Pantastic under this Agreement, you release Pantastic from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any such products or any such disputes between you and a Pantastic Customer, or between you and any other third party.
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Release
You release Pantastic from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Pantastic’s release to law enforcement of any information, communications, content or other records that Pantastic maintains about or in connection with you or your account.
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Miscellaneous
You may not assign this Agreement, by operation of law or otherwise, without Pantastic’s prior written consent. Subject to the foregoing restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Pantastic may assign this Agreement in its sole discretion, including by way of merger or sale of stock, by providing you notice of the same.
Pantastic will send all notices required by this Agreement to you via the Pantastic Brand Network or at the e-mail address you provide on the Pantastic Control Center (which you may change at any time on the Pantastic Brand Network) or by any other means then specified by Pantastic to the address you provide on the Pantastic Control Center. You must send all notices and other communications relating to Pantastic by using Pantastic’s then specified method set forth in the Pantastic Control Center.
Headings are for reference purposes only and do not limit the scope or extent of such section.
If any provision of this Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
A party’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver by that party of its right to enforce such provision (through strict performance or otherwise) or any other provision of this Agreement.
This Agreement and all Pantastic Policies are the entire understanding and agreement between you and Pantastic relating to the matters covered thereby and supersede all prior understandings and agreements of the parties relating to those matters. In the event of any conflicts between Pantastic Policies and this Agreement, Pantastic Policies will prevail.
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<div class="link-anchor" id="anchor-fulfillment"> </div>
 
 
<h6>Exhibit A</h6>
<h2>Pantastic Fulfillment Policy</h2>
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Performance Expectations
Pantastic expects that all Product Suppliers consistently demonstrate excellent performance with regard to the overall Pantastic Customer experience. Performance metrics and targets should be considered when configuring your operational settings on the Pantastic Brand Network. In order to maintain a great Pantastic Customer experience, every effort should be made to provide fulfillment information and maintain operational settings that provide specific delivery days as opposed to delivery date ranges. This objective can be achieved by providing specific shipping methods (e.g., UPS Ground) in the Pantastic Control Center as opposed to general service levels. In order to ensure a positive Pantastic Customer experience, Pantastic typically expects orders to be delivered to Pantastic Customers within 5 business days or less from order placement. For orders on everyday essential products (e.g., paper towels, deodorant, dog food, etc.), delivery within 2 business days is recommended in order to be competitive and selected to fulfill orders (please see the Agreement for more details).
Pantastic has defined performance metrics and targets below that illustrate the performance expectations that we have for our Product Suppliers.
Order Acknowledgement Time Service Level
<ul>
<li>This metric is defined as the percentage of orders acknowledged by the Product Supplier within a specified time after the order is in a Ready status on Pantastic’s Marketplace.</li>
<li>Pantastic expects the typical Product Supplier to acknowledge an order in 15 minutes or less.</li>
<li>Performance Expectation: > 99.0% for 15 minutes, 100% for 2 hours.</li>
<li>If order is not acknowledged within 2 hours the order is void and made available to other Product Suppliers.</li>
</ul>
Order Acceptance Rate
<ul>
<li>This metric is defined as the percentage of orders accepted by the Product Supplier.</li>
<li>This metric is an indication of Product Supplier’s inventory accuracy on the Pantastic Brand Network.</li>
<li>Performance Expectation: > 99.0%.</li>
</ul>
Orders Shipped Rate
<ul>
<li>This metric is defined as the percentage of complete orders shipped after acceptance.</li>
<li>This metric is an indication of the inventory accuracy and health in the Product Supplier fulfillment network.</li>
<li>Performance Expectation: > 99.8%.</li>
</ul>
Orders Shipped On Time Rate
<ul>
<li>This metric is defined as the percentage of orders that have a first scan by the shipping carrier < 24 hours after the expected ship date (as determined by the order processing time and operating days set by the Product Supplier).</li>
<li>Performance Expectation: > 99.3%.</li>
</ul>
Orders Delivered On Time Rate
<ul>
<li>This metric is defined as the percentage of orders delivered on time.</li>
<li>This metric is an indication of overall delivery promise performance.</li>
<li>Performance Expectation: > 98.7%.</li>
</ul>
Order Processing Time
<ul>
<li>This metric is defined as the time to process and fulfill the order (pick/pack/ship).</li>
<li>The typical Product Supplier will fulfill the same day or within 1 business day.</li>
<li>This value is defined by the Product Supplier in the Pantastic Control Center by selecting appropriate service levels for fulfillment processing time.</li>
<li>If Pantastic determines that the Product Supplier has significantly exceeded the fulfillment processing time indicated in the Pantastic Control Center and has not yet shipped the complete order, Pantastic reserves the right to cancel the unfulfilled portion of the order on the Product Supplier’s behalf.</li>
</ul>
Order Processing to Delivery Time
<ul>
<li>This metric is defined as the time from completion of order processing (shipment) to delivery of order.</li>
<li>The typical Product Supplier will be able to deliver the package in 1 to 5 business days (2 days for ‘everyday essentials’) from the time of shipment depending on ship distance.</li>
<li>This value is influenced by the Product Supplier in the Pantastic Control Center by selecting appropriate shipping service levels or shipping methods that can meet this promise.</li>
</ul>
Order to Delivery Time
<ul>
<li>This metric is defined as the time from when a Pantastic Customer places an order to delivery of the order.</li>
<li>The typical Product Supplier will be able to deliver the package in 1 to 5 business days (2 days for ‘everyday essentials’).</li>
<li>This metric is the overall Pantastic Customer delivery promise time.</li>
</ul>
Product Supplier Order Defect Rate
<ul>
<li>This metric is defined as portion of orders that have a defect due to the Product Supplier (e.g. wrong item shipped, or poorly packed damaged items, etc.)</li>
<li>Performance Expectation: < 2%.</li>
</ul>
Average Pantastic Contact Response Time
<ul>
<li>This metric is defined as the percentage of Pantastic initiated messages that are responded to within 12 hours. This metric includes evenings and weekends.</li>
<li>Performance Expectation: >95.0%</li>
</ul>
Pantastic will work with our Product Suppliers to set reasonable fulfillment expectations for specialized products such as bulky or heavy items that may require longer time to deliver.
</li>
<li>
Settings and Guidelines
<ol>
<li>
Inventory Update Frequency
This metric is defined as the frequency that the Product Supplier sends available inventory quantities to Pantastic. Since available inventory is automatically sent to Pantastic via the Pantastic Shopify app, the Product Supplier requirement is fulfilled by updating inventory quantities in the Shopify system.
The typical Product Supplier will refresh all inventory quantities in Shopify at least once per day, but update frequency should be adjusted based on velocity of sales.
Individual products that run a substantial risk of stocking out should be refreshed as needed during the day to maintain availability for sale without over selling.
There is no limit to the number of times per day that a Product Supplier may update inventory quantities.
</li>
<li>
Shipping Definitions and Tracking Requirements
Pantastic defines an order as ‘shipped’ when it has been delivered to the shipping carrier or provider and is en route to the Pantastic Customer.
Pantastic expects all Product Suppliers to work with reliable logistics providers that are able to provide accurate carrier information and a valid package tracking number at the time of shipment. For a tracking number to be valid, it must be recognized on the carrier website at the time of shipment and provide accurate information during transit.
</li>
<li>
Packaging Guidelines
Pantastic expects all Product Suppliers to maintain high quality standards regarding how products are packed and delivered. Items should be placed in appropriately sized boxes and packed in such a way to prevent damage. Pantastic does not consider the use of packing peanuts and other similar products to be high quality packaging.
Pantastic has specific requirements regarding what information is included on packing slips (see Preferred Packing Slip Configuration below). These requirements are intended to avoid any pricing confusion on the part of the Pantastic Customer and to avoid any potential conflict in resolving service issues.
Preferred Packing Slip Configuration:
<ul>
<li>Instruction to contact Pantastic Customer Services for Support</li>
<li>Removal of pricing details</li>
</ul>
If you cannot comply with this configuration Pantastic requests that you do not provide a packing slip with the shipment(s). It is expected that Pantastic Customers will contact Pantastic Customer Services to initiate returns or to resolve any problems. You may include a free return-shipping label in the original shipment if you normally do so.
</li>
</ol>
</li>
<li>
Performance Management Process
Pantastic will monitor the performance of each Product Supplier on an ongoing basis, with the objective of assessing each Product Supplier’s ability to meet our service promise to Pantastic Customers. When reviewing Product Supplier performance, Pantastic will consider a variety of factors:
<ul>
<li>Adherence to the Pantastic performance expectations outlined above.</li>
<li>Adherence to expected service levels as defined by the Product Supplier in their operational configuration.</li>
<li>Evaluation of Pantastic performance metrics relative to other Product Suppliers in similar categories.</li>
</ul>
If a Product Supplier fails to meet these expectations, Pantastic will communicate these issues in a timely manner and work with the Product Supplier to develop an action plan. Pantastic may recommend that the Product Supplier set new service levels or automatically adjust them. Pantastic will continue to closely monitor performance for desired improvement. If a Product Supplier continues to perform poorly, Pantastic reserves the right to select other Product Suppliers to fulfill like orders (until the underperforming Product Supplier is able to demonstrate to Pantastic that it has remedied the underperformance) or Pantastic may choose to suspend the Product Supplier’s access to the Pantastic Brand Network. If the performance issue significantly impacts the Pantastic Customer experience, Pantastic may suspend the Product Supplier’s access without advance notice.
</li>
<li>
Order Acknowledgement (Explanation)
The Order Acknowledgment is a requirement from Pantastic that a Product Supplier acknowledge an order when Pantastic has selected the Product Supplier for fulfillment. Pantastic transmits orders to your store via the Shopify Application Programming Interface (API), and a successful API call in which the order is transmitted to you is considered a valid Order Acknowledgment with no further action required by you. If the order transmission is not successful, Pantastic may retry submission by making one or more additional API calls until the order is successfully transmitted, or until Pantastic determines that it will no longer retry, in which case the Order Acknowledgment is considered to be unsuccessful.
</li>
<li>
Product Supplier Order Defect Rate (Explanation)
Pantastic recognizes that select order defects may be due to the fault of the Product Supplier, the shipping carrier, or Pantastic. Pantastic will take these into consideration when evaluating the order defect rate.
In general, Pantastic will attribute the following types of order defects to the Product Supplier:
<ul>
<li>Damaged, defective or broken items.</li>
<li>Missing or wrong items.</li>
<li>Late or lost shipments.</li>
</ul>
Ongoing violations of the Pantastic Fulfillment Policy may result in Pantastic revoking the privilege to list on the Pantastic Brand Network.
</li>
</ol>
<div class="link-anchor" id="anchor-returns"> </div>
 
 
<h6>Exhibit B</h6>
<h2>Pantastic Returns Policy</h2>
<hr>
 
Pantastic strives to take the hassle out of returns for both Product Suppliers and Pantastic Customers. We offer our Pantastic Customers a consistent returns policy across all of our Product Suppliers, where Pantastic’s Customer Services team handles Pantastic Customer interactions and servicing such as returns and refund payments.
It is expected that Product Suppliers mirror their existing return shipping cost policy, to the extent that it is more favorable to the customer than the standard Pantastic policy. If return shipping is free whether by policy or common practice, then the Product Supplier is expected to pay for return shipping costs. In general, Pantastic will generate a return shipping label or facilitate the return using an appropriate carrier and method that provides the ability to track return shipments.
If Pantastic has deemed that your error (or your agent’s error) was the reason for a return (e.g., you shipped an incorrect item to a Pantastic Customer or an item was damaged/defective), you will be responsible for return shipping costs regardless of your normal return shipping cost policy.
<ol>
<li>
Pantastic Customer Return and Refund Policy
In general, Pantastic Customers have the right to request free returns of items for up to 30 days after the initial delivery date, with no restocking fee or other charges. Pantastic Customers may be provided the option during the shopping experience of waiving the right to return products.
Returned items must meet the following requirements:
<ul>
<li>The item is not on the list of Non-Returnable Products and Product Categories.</li>
<li>The item must still be new, in the original packaging and with the original tags still attached.</li>
<li>Damaged, defective and incorrect items delivered to Pantastic Customers may be returned at no added charge, regardless of whether that Pantastic Customer elected to ‘waive returns’ for the item.</li>
</ul>
At this time Pantastic does not process exchanges, only returns, replacements and refunds.
In order to ensure this return policy is not abused by Pantastic Customers, the Pantastic Customer Services team will monitor behavior and address any issues of policy abuse. Pantastic will review and determine when Pantastic Customer accounts associated with abuse will be inactivated.
</li>
<li>
Pantastic Product Supplier Return Policy
As described above, certain sales that Pantastic makes to Pantastic Customers may result in returns to you and replacements and/or refunds of products fulfilled by you. If a product fulfilled by you is returned, replaced or has a refund request to Pantastic, Pantastic may decide to submit to you a replacement, return and/or refund request, providing the reason for the replacement, return and/or refund request.
<ol>
<li>
Replacements
For any item(s) that Pantastic needs replaced, you will receive either a return notification requesting that the item(s) be replaced upon return or receive an order that is identified as a replacement order for the previously shipped item(s). For settlement purposes, a replacement order will be treated as a separate order with the same price and commission charges as the original item(s). Upon Pantastic’s return of the original item(s), the replacement order will be debited from the Product Supplier account. If the original item(s) cannot be returned such as if the shipment is lost, the item(s) condition prevents a return, or the cost to return the item(s) exceeds the resale value of the item(s), Pantastic will request a refund for the replacement order.
</li>
<li>
Returns and Refunds
Upon your receipt and processing of returned item(s), you will either replace the item(s) as described above or if a refund is requested provide the refund amount to Pantastic, which Pantastic will debit from your Product Supplier account. If Pantastic determines that more than one week has passed since you received returned item(s) and you have not yet processed the returns, Pantastic will initiate the returns processing for the item(s) on your behalf. The refund amount will generally equal the item(s) price set by you. This amount is the original price at which you sold the item(s) to Pantastic, for resale to the Pantastic Customer. If it is your normal policy to also refund original shipping costs on returns, it is expected that that policy also be mirrored on Pantastic.
</li>
<li>
In some cases Pantastic may request a refund without a return such as if the shipment is lost, the item(s) condition prevents a return, or the cost to return the item(s) exceeds the resale value of the item(s). If Pantastic deems that your error (or your agent’s error) was the reason for the return and/or refund (e.g., you shipped the incorrect item(s) or the item(s) arrived damaged/defective), it is expected that you will refund any original shipping costs paid to you in addition to the item(s) price.
</li>
<li>
Pantastic will generally direct the return shipment to your closest facility accepting returns or if applicable, the return location identified with the original shipment details sent to Pantastic. You may also use the Pantastic Returns Exception API to indicate a returns location on a per- item level. In addition, any special return shipment identification such as a Return Merchandise Authorization (RMA) if needed should be included with the original shipment details.
</li>
<li>
Return Processing
Pantastic Customers can initiate the return of products for up to 30 days after product delivery. Relating to this timing, and to ensure an appropriate Pantastic Customer experience, our Product Suppliers must accept returns at their facilities for up to 60 days after the product delivery date (this excludes items on the list of Non-Returnable Products and Product Categories and other items specifically agreed to by Pantastic and the Product Supplier). Returns arriving after 60 days from product delivery can be either accepted and approved or returned to the sender at the Product Supplier’s discretion.
</li>
</ol>
</li>
<li>
Performance Expectations
In order to ensure a positive Pantastic Customer experience, Pantastic expects that all Product Suppliers promptly review and process returns. Pantastic will review and monitor return processing performance and work with the Product Supplier to address any issues (see the Fulfillment Policy, Performance Management Process for more details).
Returns Processing Time
<ul>
<li>This metric is defined as the percentage of Pantastic returns that are processed and completed within 2 business days after receiving the returned item.</li>
<li>Performance Expectation: >99.0% for 2 business days</li>
</ul>
</li>
<li>
Settlement and Refund Processing
If you accept a return or refund request, Pantastic will debit your Pantastic account for any amount originally credited for such product. This debit will include original shipping costs if you, or your agent, are deemed at fault. In addition, Pantastic will also debit your Pantastic account for return shipping costs when applicable.
If upon receiving a return, you believe there is a reason that the full requested amount should not be refunded to Pantastic, you may provide Pantastic with the lesser amount you feel is due and associated rationale. If you believe there is a reason why the original or return shipping costs should not be debited from your account, you may dispute this charge with date and the associated rationale. Your explanation must be consistent with fair expectations and the spirit of the marketplace. Pantastic reserves the right to adjust the refund amount if appropriate.
For refund amounts debited against your account, Pantastic will also refund back to you the commission fee originally charged on the refunded amount.
</li>
<li>
Non-Returnable Products and Product Categories
Select sets of items on the Pantastic Brand Network are not eligible for Pantastic Customer return. These items include but are not limited to software, hazardous items and some health and personal care items. All items that are not eligible for return are indicated to Pantastic Customers on the Pantastic Brand Network.
</li>
<li>
Ownership of Returned Products
Title to and risk of loss for shipment of tangible product returned by a Pantastic Customer will transfer to Pantastic and then immediately to the Product Supplier upon delivery to the common carrier for shipment back to the Product Supplier.
</li>
</ol>
<div class="link-anchor" id="anchor-pricing"> </div>
 
 
<h6>Exhibit C</h6>
<h2>Pantastic Pricing, Settlement and Commissions Policy</h2>
<hr>
 
<ol>
<li>
Pricing
<ol>
<li>
How Prices Work on Pantastic
For each product that you list on the Pantastic Brand Network, you will provide the price at which you will sell the product to Pantastic (the “Item Price”) as well as the shipping fees for that product (the “Shipping Price”). At checkout, the Pantastic Brand Network matches Pantastic Customers with Product Suppliers, thereby determining which Product Supplier(s) will fulfill a given Pantastic Customer order. If you are selected as the fulfilling party, you will sell the item to Pantastic, who will resell that item to the Pantastic Customer at a retail price to be determined by Pantastic at its discretion. For a given product, the amount you will receive when you complete the sale of the product to Pantastic will be defined as the “Retailer Price.” The Retailer Price = the Item Price + Shipping Price. If you set an order-level shipping fee, this fee will be allocated to the items in that order on a price weighted basis, in order to determine the Shipping Price for a given item. Note: If you set a per order and per pound shipping fee for a fulfillment node, it is required that you provide shipping weights for all items associated with that fulfillment node items.
For the Pantastic Brand Network to provide Pantastic Customers with the benefits of an efficient marketplace (savings for Pantastic Customers, profitability and flexibility for Product Suppliers), the Retailer Price of an item (i.e., Item Price + Shipping Price) should be equal to or less than what you sell the item for elsewhere, including, but not limited to, any on-site sales or promotions.
</li>
<li>
Product Based Customer Savings Policies
Pantastic maintains the ability for Product Suppliers to influence how Pantastic Customer savings benefits are displayed at the item level such as when you need to consider product- based pricing policies. In advertising prices to Pantastic Customers, Pantastic will comply with Retailer’s pricing controls indicated in the Retailer’s product feed, such as its Minimum Advertised Price (“MAP”) policy, for products where the Retailer is selected to fulfill the Pantastic Customer’s order.
</li>
</ol>
</li>
<li>
Settlement
<ol>
<li>
What You Receive
At a given point in time, your account with Pantastic will contain credits (amounts owed to you by Pantastic) and debits (amounts you owe Pantastic). The components of this account balance are as follows:
<ul>
<li>Amounts owed to you = cumulative Retailer Price of items sold to Pantastic for resale to Pantastic Customers.</li>
<li>Amounts you owe Pantastic = commissions, monetary incentives offered to Pantastic, refunds and return shipping costs if applicable.</li>
</ul>
For items sold, the date at which the sale of the item is recognized is the shipping confirmation date. This date is also the moment at which any commissions are calculated and recorded for a given transaction. Regarding refund amounts you owe Pantastic, see the Pantastic Returns Policy for a detailed description of how refund amounts are determined.
<div class="link-anchor" id="anchor-get-paid"> </div>
Payments are made to you in United States Dollars (USD). You may request to be paid in a different currency; Pantastic will accommodate such requests when possible, but cannot guarantee that it will pay you in any currency other than USD.
</li>
<li>
When You Get Paid
Pantastic operates on a bi-weekly settlement basis. The period is defined as starting at 12:00 am UTC on alternating Saturdays and ending at 12:00 am UTC on the second following Saturday. Upon the conclusion of a given 14-day period, Pantastic will reconcile the amounts due to you and remit the balance to the bank, PayPal, or other payment account provided in the Pantastic Control Center. This balance transfer will be sent via Automated Clearinghouse (ACH), PayPal, or other payment method on the Thursday following a given period’s close, and should be available to you the following business day. If the Thursday or Friday occurs on a U.S. Federal Holiday, a corresponding delay in receiving any funds may occur.
<div class="link-anchor" id="anchor-commissions"> </div>
Example: During the week spanning Saturday, January 1st through Friday, January 14th, your account with Pantastic accumulates a credit balance of $1,000. On Thursday, January 20th, Pantastic will initiate an ACH payment for $1,000 to your stated bank account. That $1,000 should appear in your bank account the following day, Friday, January 21st.
Should your account balance in a given week be negative (meaning that you owe Pantastic money), Pantastic reserves the right to offset any future payments to you by that negative balance amount, or to invoice you for that amount. It is your responsibility to provide accurate banking information. Pantastic is not responsible for any delays in payment to you that result from inaccurate banking or payment information entered via the Pantastic Control Center.
</li>
<li>
Commissions
When you sell an item on the Pantastic Brand Network to Pantastic, Pantastic will collect from you a commission fee (“Commission”). That Commission is calculated as follows (any terms in bold are further defined below):
For any item sold on Pantastic, the commission rate = the “Base Commission Rate” + “Commission Rate Adjustments” = the “Applicable Commission Rate.”
For any item sold on Pantastic, the amount of Commission charged = Applicable Commission Rate * Retailer Price + Dollar Based Adjustments. (As a reminder, the Retailer Price = the Item Price + Shipping Price.)
Example:
Retailer Price = $100 Base Commission Rate = 15% Commission Rate Adjustments = +2% Applicable Commission Rate = 17% Applicable Commission = $17 ($100 * 17%)
<ol>
<li>
Definitions
<ol>
<li>
Base Commission
As noted above, the starting point for the commission percentage is the Base Commission. That rate is determined based on the Pantastic Category in which the item is classified, as determined by Pantastic. (See below for Pantastic Base Commission Rate Schedule.) This base commission includes payment processing fees and other Pantastic operational costs (e.g. Pantastic Customer Services).
</li>
<li>
Commission Rate Adjustments
These adjustments are not in use at this time.
</li>
<li>
Dollar Based Adjustments
These adjustments, which enable you to add fixed dollar amounts to your commission, are not in use at this time.
</li>
<li>
Applicable Commission
This amount equals the Base Commission plus the Commission Rate Adjustments plus Dollar Based Adjustments.
</li>
<li>
Average Applicable Commission
This amount equals the average applicable commission paid by a retailer over a given period, taking into account the Base Commission, Commission Rate Adjustments and Dollar Based Adjustments.
</li>
<li>
Retailer Price
As discussed in the Pricing section, for a given item, this equals the sum of i) the Item Price that you provide us for that item and ii) the Shipping Price (if any) you provide us or set via the Pantastic Control Center for that item. If the shipping price is set at the order level, item shipping charges will be allocated based on item price.
</li>
</ol>
</li>
<li>
Pantastic Commission Monitoring
In order to ensure that the Pantastic Brand Network works efficiently, Pantastic must reserve the right to monitor our Product Supplier's Average Applicable Commission rates. If over a fixed period of time (e.g. a biweekly or monthly basis), a Product Supplier’s Average Applicable Commission is lower than the Base Commission, Pantastic may, in our discretion, provide notice of this fact to the Product Supplier. Following such notice, Pantastic will work with the Product Supplier to adjust commission rules to improve future Average Applicable Commission rates. Pantastic also reserves the right to either adjust the Product Supplier's Average Applicable Commission to match the Base Commission rate or take other action on a go forward basis.
<div class="link-anchor" id="anchor-base-commission"> </div>
Additional incentives whether percentage or dollar based for offering Pantastic Customers an option to waive returns or to provide an email address under this Agreement are considered additional payments and as such are not included in the Average Applicable Commission calculation for Pantastic Commission Monitoring purposes. The Product Supplier is expected to pay the Applicable Commission of at least the Base Commission and in addition to the Applicable Commission any additional rate or dollar-based incentives offering waive return options and offers to Pantastic Customers to provide an email address.
</li>
<li>
Pantastic Base Commission Rate Schedule
Base Commissions for products on the Pantastic Brand Network are 15% unless explicitly agreed otherwise in writing between Pantastic and the Product Supplier.
</li>
</ol>
</li>
</ol>
</li>
</ol>
<div class="link-anchor" id="anchor-product-listing-policy"> </div>
 
 
<h6>Exhibit D</h6>
<h2>Pantastic Product and Listing Policy</h2>
<hr>
 
Pantastic will work closely with our Product Suppliers to ensure that we maintain the highest standards of product quality and that all information associated with the sale of products is presented honestly, responsibly and legally.
<ol>
<li>
Pantastic-Maintained Product Catalog and Search Experience
Pantastic maintains a curated product catalog and search experience on the Pantastic Brand Network in order to ensure a clean, Pantastic Customer-friendly shopping experience. Pantastic has sole discretion to determine which products, product categories, and brands will appear in general (i.e., non-product or brand-specific) search results on pantastic.com and which products will appear only in brand-specific search results. In addition, Pantastic has locked product listings and maintains control of the content, appearance, design and other aspects of each product listing.
The product list provided by the Product Supplier and the associated Product Content will be evaluated using Pantastic’s proprietary curation process to determine which products will be included in general search results on the Pantastic Brand Network. Products that are not included in general search results may still be available for sale on the Pantastic Brand Network and included in brand-specific search results. As a result of this curation process, specific products that do not meet Pantastic’s standard of quality, or products that are prohibited by Pantastic, will not be available for listing on the Pantastic Brand Network (see Product and Listing Guidelines). Pantastic will communicate the results of this curation process to the Product Supplier via the Pantastic Control Center. For items that did not meet the criteria to be available on the Pantastic Brand Network or included in general search results, the Product Supplier has the option to submit an appeal to Pantastic and the item will be reconsidered.
When a Product Supplier uploads their product catalog to Pantastic, the Pantastic system also evaluates the Product Content to be provided and determines which content to include in the listing for each item. Pantastic will provide a process to enable Product Suppliers to request edits to listing details.
</li>
<li>
Pantastic Product Listing Requirements
Pantastic Product Suppliers that want to list their items on the Pantastic Brand Network are required to upload a list of products and required “Product Content” (as defined below and as dictated in the Pantastic Pantastic Control Center) for those items. Pantastic requires that Product Suppliers provide complete information for each item listed on pantastic.com and encourage our Product Suppliers to provide high quality data to ensure a positive consumer experience (for additional details and a full list of fields, please review the Product Schemas in the Pantastic Control Center).
At a minimum, Pantastic requires all of the fields below in order to create a product offer on Pantastic. It is strongly encouraged that Product Suppliers upload all required and optional fields (identified in the Pantastic Control Center) in order to ensure products are listed quickly and to improve the quality of listed products.
Always Required:
<dl>
<dt>Merchant SKU</dt>
The unique identifier used by the Product Supplier to identify the product
<dt>Unique IDs</dt>
At least one, but preferably multiple, globally unambiguous identification number or standard product code (GTIN-8/12/13/14, ISBN10, UPC, EAN, etc.)
<dt>Product brand</dt>
The unique product brand used by the manufacturer
<dt>Product Manufacturer</dt>
The manufacturer of the brand
<dt>Manufacturer part number</dt>
The manufacturer’s unique part number for the product
<dt>Product Description</dt>
The long description of the product (≤ 2000 characters)
<dt>Product Description Bullets</dt>
At least two but preferable more unique product feature descriptions (≤ 500 characters).
<dt>Attribute Information</dt>
Attribute IDs from the Pantastic provided documentation that corresponds with the attribute of the product, as well as the value of the attribute (e.g. Attribute ID 87 for Men's Dress Shirt Size and Attribute Value 16 Neck x 33 Sleeve)
<dt>Relationship/Grouping Information</dt>
Information to group related SKUS as either a variation relationship or an accessory relationship (if applicable)
<dt>Variation Information</dt>
Information to identify the attributes by which parent-child SKUs in a relationship/grouping relate on
<dt>Multi-Pack Quantity</dt>
The number of items based on Standard Product Code (Unique ID) that makes up your merchant SKU. Accuracy of this field is essential in order to ensure listing integrity, be sure to review the field explanation on the Pantastic Control Center
<dt>Item Price</dt>
The overall price of the item. Note: this is different from the “Retailer Price” (see the Pricing section for additional details)
<dt>Pricing Policy Control</dt>
Minimum Advertised Price (MAP) or Minimum Selling Price (if applicable)
<dt>MAP Price</dt>
The requested Minimum Advertise Price (MAP), if MAP policy is set
<dt>Inventory</dt>
The quantity of inventory for the given item in a given fulfillment node Product Images: In addition to a main image, an alternative image and/or swatch image must be provided. Accepted formats are .jpeg, .jpg, and .gif. Images should be 1500 x 1500 pixels or larger
<dt>Package Dimensions</dt>
Length, width and height, in inches, of the product when in its shippable (i.e. packaged or boxed) configuration
<dt>Shipping Weight</dt>
Weight, in pounds, of the product when in its shippable (i.e. packaged or boxed) configuration.
</dl>
</li>
<li>
Licenses; Intellectual Property
You, the Product Supplier, grant Pantastic a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, display, distribute, adapt, modify, re- format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Product Content provided or made available by you to Pantastic. “Product Content” means the materials describing or depicting the products listed by you on the Pantastic Brand Network, including product information and descriptions, photographs, videos, product data and literature, and any trademarks and copyrights relating to your products. You represent that your Product Content does not violate another party’s intellectual property rights.
You acknowledge that given the nature of the Pantastic Brand Network, Pantastic may use the Product Content in whole or in part on the Pantastic Brand Network, including in connection with the listing via a different Product Supplier of a product that you have submitted. Nothing in this Policy will impair Pantastic’s rights under applicable law to list and display products without a license (e.g., through fair use, a third party license, or referential use under trademark law).
</li>
<li>
Product and Listing Guidelines
Pantastic requires that all Product Suppliers adhere to a high standard of quality regarding the products that they list on the Pantastic Brand Network and the related Product Content that they provide.
All Product Suppliers should be authorized to sell the products that they list on the Pantastic Brand Network. If a manufacturer of a product that you list on the Pantastic Brand Network has established an authorized reseller or dealer program/policy (“Authorization Policy”) applicable to that product (“Authorized Resale Product”), Pantastic reserves the right to defer to the manufacturer’s Authorization Policy by recognizing only the manufacturer’s authorized dealers as Pantastic Product Suppliers with respect to selling the Authorized Resale Product on the Pantastic Brand Network. Pantastic will work with manufacturers and any affected Product Supplier to address these issues and, if applicable, verify authorization. Pantastic reserves the right to curtail or suspend any Product Supplier’s access to the Pantastic Brand Network for repeated attempts to make unauthorized sales of Authorized Resale Products. Product Suppliers must also comply with the following:
<ul>
<li>Items are accurately represented in listings and listing photos.</li>
<li>All items and Product Content provided are legal and in compliance with U.S. state and federal regulations.</li>
<li>All items listed are new and in original condition. The item’s original manufacturer’s warranty (if there is one) must still apply. At this time, Pantastic does not support the sale of used or refurbished products.</li>
<li>All items listed for sale must be authentic. Pantastic will not allow any counterfeit product to be sold on the Pantastic Brand Network.</li>
<li>Pantastic reserves the right to prohibit any product or product description that infringes on another’s intellectual property, including any “knock-off” products. Product Suppliers are responsible for ensuring that their products on the Pantastic Brand Network have all appropriate intellectual property rights, including any licenses. Pantastic reserves the right to make judgments about whether or not a listing is appropriate.</li>
<li>All items listed on Pantastic are expected to be professionally manufactured products. Pantastic does not sell homemade items.</li>
<li>All items listed on Pantastic must utilize the product variant feature, meaning for example that an item available in eight colors that is otherwise identical except for color must not be listed as eight separate items, but rather a single item with eight color options.</li>
<li>Each item listed on Pantastic must have a unique identifier that is not specific to the Product Supplier. Acceptable forms of a unique identifier include standard product code (e.g. ISBN, UPC, EAN, etc.), or brand/manufacturer part number.</li>
<li>Only bundles created by manufacturers with unique UPCs are available for sale on the Pantastic Brand Network; retailer bundling is not permitted on the Pantastic Brand Network.</li>
<li>
Custom multi-packs of a single product are uploaded to the Pantastic system with the correct Pantastic multi-pack quantity, as defined in the Pantastic Control Center.
<ul>
<li>All necessary Product Content is responsibly presented, including all required product warnings and disclosures - see Compliance with Consumer Product Laws.</li>
<li>All items are presented in good taste as to not offend our Pantastic Customers and do not promote, support or glorify illegal activities or hatred toward or otherwise demean people based upon: race, ethnicity, religion, gender, gender identity, disability, or sexual orientation; including items or content that promote organizations with such views. Pantastic, in its sole discretion and without explanation or justification, reserves the right to remove products containing political or social content deemed inappropriate, or a seller of such products.</li>
</ul>
<div class="link-anchor" id="anchor-prohibited-products"> </div>
</li>
<li>While Pantastic generally allows the listing of adult and sexual wellness products, Pantastic reserves the right to disqualify certain products at any time. When listing adult/sexual wellness products, (1) you must only display the actual product and not use any human models and (2) the displayed product images cannot contain nudity, profanity or graphic adult language. If the product or product description has prohibited content (such as nudity), it must be removed or blacked out.</li>
</ul>
</li>
<li>
Prohibited Products on the Pantastic Brand Network
Pantastic prohibits the sale on the Pantastic Brand Network of certain products, including those products that are:
<ul>
<li>illegal, including products that Pantastic believes are intended to produce an illegal product or undertake an illegal activity,</li>
<li>unsafe,</li>
<li>offensive, such as products that promote or glorify hatred, violence, racial, sexual or religious intolerance.</li>
</ul>
Additionally, Pantastic may prohibit the listing of items on the Pantastic Brand Network that are or may be legal, but are either highly regulated or do not meet Pantastic’s vision for the Pantastic Brand Network (in both cases, as determined by Pantastic in its sole discretion).
Below is a list of items that Pantastic prohibits on the Pantastic Brand Network. This list is not exhaustive, as there may be other items that Pantastic prohibits.
Please note that there may be exceptions to this list where Pantastic will authorize pre- approved Product Suppliers to list an item or a category on this list on a case-by-case basis.
If a Product Supplier has any questions about this list or the opportunity to be authorized to sell items in categories prohibited on this list, please contact brand-support@pantastic.com.
Prohibited items - Pantastic prohibits the listing of:
<dl>
<dt>Anything illegal</dt>
whether to sell in the United States, or any products that are illegal on a state or municipal level
<dt>Alcoholic beverages</dt>
(at least for now – but Pantastic will look to approve the sale of wine and other alcoholic beverages over time)
<dt>Animals</dt>
Meaning no live animals. Also, no items made from certain animals, such as animals endangered or threatened under the U.S. Endangered Species Act or such as ivory from ivory-producing animals such as whales or elephants. There may be exceptions – contact Pantastic
<dt>Automobiles</dt>
that require registration, at least for now. (Also, Pantastic will not sell automotive electronics that are intended or designed to affect traffic, block signals, etc.)
<dt>Currency, Coins, Cash Equivalents, and Gift Cards</dt>

<dt>Drugs or other controlled substances</dt>
(other than common over-the-counter drugs that are legal and approved for distribution by Pantastic), or products that are intended to simulate illegal drugs
<dt>Explosives</dt>

<dt>Guns, gun parts and ammunition</dt>
(except Product Suppliers may list air or BB guns)
<dt>Hazardous or dangerous chemicals (or items containing them)</dt>

<dt>Human body parts</dt>
(other than wigs)
<dt>Many medical goods</dt>
Such as (1) products that require FDA clearance or approval and have not been cleared or approved by the FDA for over-the-counter use or (2) certain other medical devices (regardless of FDA clearance or approvals), such as catheters or hearing aids - please contact brand-support@pantastic.com with any questions.
<dt>Real property and real estate</dt>

<dt>Recalled products</dt>
(see www.recalls.gov)
<dt>Stocks and other securities</dt>

<dt>Tobacco</dt>
or products that contain tobacco, or any other product containing nicotine
<dt>Weapons</dt>
such as unauthorized knives (switchblades, etc.), clubs, etc. Obviously, Product Suppliers may list kitchen knives, other household knives and the like.
</dl>
Pantastic strives to maintain a high-quality product catalog and reserves the right to modify our list of Prohibited Products at any time.
</li>
<li>
Compliance with Consumer Product Laws
Each Product Supplier is solely responsible for ensuring and verifying that all of its products listed on the Pantastic Brand Network comply with applicable federal and state laws, including cautionary statements in product descriptions. Product Suppliers should familiarize themselves with federal and state laws and regulations applicable to consumer products, and contact and work closely with their suppliers to ensure that all products sold are compliant with all applicable laws. Each Product Supplier is also responsible for updating its Product Content as necessary over time to comply with any applicable new legal requirements.
By listing a product on the Pantastic Brand Network, each Product Supplier acknowledges and agrees that you, the Product Supplier, are responsible for identifying in your product description any cautionary statement (choking hazard warning) for games or toys for children, as required by federal law (15 U.S.C. § 1278). Product Suppliers are required to provide applicable disclosures in the Pantastic Control Center where [“cautionary statement disclosure”] spaces are provided, with the understanding that these disclosures will be used on the Pantastic Brand Network. For more information, please contact brand-support@pantastic.com.
Pantastic will list any such disclosure provided by a Product Supplier for a product description. If multiple Product Suppliers upload different descriptions, Pantastic’s marketplace will default to the most inclusive description or, if applicable, the description provided by the product manufacturer.
</li>
<li>
Handling of Product and Listing Policy Violations
Pantastic takes its product listings seriously, and will always reserve the right to modify our policies at any time. In instances where we believe a Product Supplier is either inadvertently or intentionally not acting in a manner consistent with these policies, we will first strive to work together to correct the specific issue. Pantastic reserves the right to terminate any product listing that violates our policies (in Pantastic’s sole discretion) and, if the violating product comes into Pantastic’s or a Pantastic Customer’s possession, destroy the product. Ongoing violations of this Product and Listing Policy may result in Pantastic revoking the privilege to sell via the Pantastic Brand Network. If appropriate, Pantastic will also take legal action against a Product Supplier that violates this policy.
</li>
</ol>

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