Vendor Agreement

Version 1.2 — September 2026 · Governing Law: British Columbia, Canada

PARTIES AND RECITALS

This Vendor Agreement ("Agreement") is entered into between:

MasterCase Wholesale Inc., a company incorporated in British Columbia, Canada, operating as MasterCase™ ("MasterCase," "Platform," or "we"), and

the Vendor — the business that completes MasterCase's vendor onboarding process and accepts this Agreement, as identified by the legal business name, business type, and province of registration provided in the Vendor's onboarding profile ("Vendor" or "you").

MasterCase operates an online wholesale marketplace at mastercase.ca where Canadian vendors sell products by the case directly to consumers. This Agreement governs the Vendor's access to and use of the MasterCase platform.

By completing the vendor onboarding process and clicking "I Agree" (or equivalent affirmative acceptance), the Vendor agrees to be bound by this Agreement. If the Vendor does not agree, they must not use the platform.

Effective date: The date on which the Vendor completes the onboarding process and MasterCase sends written approval ("Effective Date").

1. VENDOR STATUS — INDEPENDENT CONTRACTOR

The Vendor is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between the Vendor and MasterCase.

The Vendor has no authority to enter into contracts, make representations, or incur obligations on behalf of MasterCase. The Vendor may not represent itself as an agent, employee, or partner of MasterCase.

The Vendor is solely responsible for all employment obligations to its own employees, all tax obligations (income tax, HST/GST, payroll deductions), and all regulatory compliance for its own business operations.

2. PLATFORM SERVICES

Subject to the Vendor's compliance with this Agreement, MasterCase will provide:

• Access to the vendor dashboard at portal.mastercase.ca to list products, view orders, download shipping labels, and track payouts
• Display of approved Vendor products on the MasterCase consumer storefront
• Order processing and payment collection from consumers on the Vendor's behalf
• Automated pre-paid shipping label generation via Shippo API upon order confirmation
• Payout of the Vendor's Wholesale Amount (as defined in Section 4) on the twice-monthly payout run, once the 7-day return window following confirmed delivery has closed
• Customer service support for order inquiries, with Vendor cooperation as required

MasterCase reserves the right to modify platform features with reasonable notice to Vendors.

3. VENDOR ONBOARDING AND PROFILE REQUIREMENTS

To activate and maintain a Vendor account, the Vendor must:

• Complete the vendor application and provide accurate business information including: legal business name, operating/brand name, province of registration, contact email, and GST/HST status
• Provide a valid warehouse/shipping address from which orders will be fulfilled
• Upload a company logo meeting the platform's specifications
• Provide a PayPal payout email address (see Section 5) to receive payouts
• Maintain all profile information in an accurate and current state
• Notify MasterCase within 5 business days of any material change to the Vendor's business, including changes to GST/HST registration status, business address, or legal name

4. PRICING, PLATFORM MARKUP, AND FEES

4.1 Pricing Model — Progressive Product Markup and Shipping

MasterCase operates on a progressive markup model with shipping included to most of Canada. The Vendor sets a Vendor Wholesale Price — the per-case amount the Vendor wishes to receive. MasterCase adds a progressive product markup to determine the Consumer Price displayed on the storefront. The same Consumer Price is shown to every customer across Canada.

The progressive product markup is applied in three brackets — like income-tax brackets, where each rate applies only to the portion of the Vendor Wholesale Price that falls within that bracket. As of the Effective Date: 20% on the first $100 (up to Tier Break 1); 18% on the portion from $100 to $200 (between Tier Break 1 and Tier Break 2); and 16% on any portion above $200 (above Tier Break 2). This progressive structure eliminates any cliff at the breaks and reduces MasterCase's effective product markup as the Vendor Wholesale Price climbs. MasterCase may update the Tier Rates and the Tier Break amounts from time to time, with not less than 30 days' written notice to the Vendor.

Shipping. The Consumer Price includes shipping to most of Canada: shipping is not absorbed out of the product markup: it is recovered through a Shipping Allowance built into the Consumer Price, so that a single price can be shown nationally. The Shipping Allowance is a predetermined amount set by MasterCase and applied to each case as a prepayment toward that case's carrier cost. It is published in the MasterCase Shipping Policy and may be adjusted by MasterCase from time to time. Where the actual carrier cost of a case exceeds the Shipping Allowance, the difference is calculated and shown to the customer at checkout before payment. No regional shipping surcharge applies, and the Shipping Allowance is applied on the same basis to every destination MasterCase serves. MasterCase does not currently ship to the territories.

The Shipping Allowance is calculated per product from the case's billable weight (the greater of its actual weight and its dimensional weight) and the Vendor's ship-from province, using live carrier rates, plus a regional shipping margin. Because one flat price is shown nationally, the Allowance is set from the more expensive of the Western and Central lanes. It is a cost-recovery component, not additional margin, and it is never deducted from the Vendor Wholesale Price.

Product Markup = MIN(Vendor Wholesale Price, Tier Break 1) × Tier 1 Rate
+ MIN(MAX(Vendor Wholesale Price − Tier Break 1, 0), Tier Break 2 − Tier Break 1) × Tier 2 Rate
+ MAX(Vendor Wholesale Price − Tier Break 2, 0) × Tier 3 Rate
Consumer Price = Vendor Wholesale Price + Product Markup + Shipping Allowance
(the Shipping Allowance is the predetermined prepayment toward a case's carrier cost that allows a single price to be shown nationally; where a case's actual carrier cost exceeds it, the difference is shown to the customer at checkout)

"Vendor Wholesale Price" means the per-case amount the Vendor specifies in their product listing as the amount they wish to receive. The Vendor Wholesale Price is the same regardless of the customer's destination, and the Vendor receives it in full on every completed sale. Consumer taxes (GST/HST/PST/QST) are calculated on top of the Consumer Price and any shipping charge.

For example: the Vendor sets a Wholesale Price of $134.95 for a case. With Tier Break 1 at $100 and Tier Break 2 at $200, the progressive product markup is ($100 × 20%) + ($34.95 × 18%) = $20.00 + $6.29 = $26.29. If that case is a 6 kg carton shipping from Ontario, the Shipping Allowance for it is $32.18, giving a Consumer Price of $193.42. (A higher-wholesale case at $250 would compute a product markup of $100 × 20% + $100 × 18% + $50 × 16% = $20 + $18 + $8 = $46, with its own Shipping Allowance added on top.) The customer sees that price with the Shipping Allowance applied, and pays nothing further for shipping unless the case's actual carrier cost exceeds the allowance, in which case the difference is shown at checkout. MasterCase retains the difference between the Consumer Price and the Vendor Wholesale Price, out of which it pays the actual carrier cost of every order and payment processing fees, and bears any variance where the actual carrier cost exceeds the Shipping Allowance. The Vendor receives $134.95 in every case, in every province.

The Shipping Allowance shown above is illustrative and depends on the case's weight, dimensions and ship-from province. MasterCase will calculate and disclose the Consumer Price for each of the Vendor's products before that product is listed, and no product is listed without the Vendor's approval.

4.2 Vendor Payout

The Vendor receives their full Vendor Wholesale Price per completed order, regardless of the customer's destination region. The progressive product markup and the Shipping Allowance (both as defined in Section 4.1) are retained by MasterCase and are not deducted from the Vendor's payout. Out of that retention MasterCase pays payment processing fees and the actual carrier cost of every order. Where a case's actual carrier cost exceeds the Shipping Allowance, the difference is charged to the customer at checkout; MasterCase bears any remaining variance. The Vendor is paid their full Vendor Wholesale Price in every case, regardless of destination or carrier cost.

Vendor Payout = Vendor Wholesale Price (no deductions from Vendor's share)

4.3 Payment Processing Fees

Standard Canadian card processing fees apply to the full Consumer Price charged to the consumer, at the rates published from time to time by MasterCase's payment processor. These fees are borne by MasterCase from its platform retention and are not deducted from the Vendor's Wholesale Price.

In the event of a chargeback, the payment processor charges a $15 CAD dispute fee regardless of outcome. See Section 7 (Chargebacks) for allocation of this fee.

4.4 No Listing Fees

As of the Effective Date, MasterCase does not charge listing fees, monthly platform fees, or per-transaction platform fees beyond the product markup and the shipping charges defined in Section 4.1. MasterCase reserves the right to introduce additional fees in the future with 30 days' written notice to the Vendor, except as provided in Section 4.4.1 below.

4.4.1 Founding 50 Lifetime No-Platform-Fees Commitment

Vendors who are admitted into the Founding 50 cohort (the first fifty (50) vendors approved and onboarded onto the MasterCase platform, designated as such in writing by MasterCase) receive a lifetime exemption from any future platform fees that MasterCase may introduce under Section 4.4. For Founding 50 vendors, the only amounts retained by MasterCase on each sale shall remain the product markup defined in Section 4.1 (together with the regional shipping charges described therein), and any third-party processing fees specifically disclosed (payment processing fees, carrier shipping costs).

This Founding 50 commitment survives any termination and reactivation of the Vendor's account, provided the Vendor's account is in good standing at the time of any reactivation. The Founding 50 designation is permanent and non-transferable.

4.5 Setting the Vendor Wholesale Price

The Vendor sets their Vendor Wholesale Price in the vendor dashboard for each product listing. MasterCase calculates the Consumer Price automatically using the formula in Section 4.1 — Vendor Wholesale Price plus the progressive product markup plus the Shipping Allowance — rounded to the nearest cent, and discloses it to the Vendor before the product is listed. MasterCase pays the carrier cost of every order and charges the customer at checkout only for the amount by which a case's actual carrier cost exceeds the Shipping Allowance, as described in Section 4.1. MasterCase may update the product-markup parameters, the Shipping Allowance, and carrier rate inputs from time to time, and the Consumer Price and any shipping charge displayed to customers will reflect those updates without further action by the Vendor. The Vendor is responsible for setting their Wholesale Price at a level that covers their costs and desired margin. MasterCase does not negotiate or approve individual Vendor Wholesale Prices, provided the Consumer Price is not misleading under the Competition Act.

5. PAYMENT AND PAYOUT

5.1 PayPal Payouts

MasterCase pays the Vendor through PayPal Payouts. The Vendor provides a payout email address during onboarding and is responsible for keeping that address current. The Vendor is not required to complete hosted onboarding or identity verification with a payment processor in order to be paid.

A Vendor who does not yet hold a PayPal account will be notified by PayPal that a payout is waiting and may open a free personal account to claim it. A payout that remains unclaimed for 30 days is returned to MasterCase by PayPal, and MasterCase will re-issue it once the Vendor confirms a working payout address.

MasterCase does not collect or store the Vendor's banking details. A payout is delivered to the Vendor's PayPal balance; where the Vendor chooses to move that balance to a bank account, those banking details are provided directly to PayPal and are governed by PayPal's privacy policy. MasterCase does collect the Vendor's SIN or BN where required for reporting to the Canada Revenue Agency, and handles it in accordance with the MasterCase Privacy Policy.

By claiming a payout, the Vendor agrees to the PayPal user agreement with PayPal Canada, which governs the Vendor's relationship with PayPal. MasterCase is not a party to that agreement.

5.2 Payout Timing

MasterCase pays Vendors on a twice-monthly payout run. An order's Wholesale Amount is included in the next run once the 7-day consumer return-claim window has closed — that is, 7 days following confirmed delivery of the order by the carrier (as confirmed by the carrier's tracking system via Shippo). Holding payout until the return window has closed allows routine return claims to be reconciled before the Vendor is paid. The Vendor cannot manually trigger a payout. A PayPal payout normally reaches the Vendor's PayPal balance within one business day of MasterCase initiating it. Transferring that balance to a bank account is the Vendor's own action through PayPal, and PayPal's own timelines apply to it.

MasterCase may change the frequency of the payout run, including to a weekly or per-order basis, with 30 days' written notice to the Vendor.

5.3 Payout Holds and Reserves

MasterCase pays Vendors their full Wholesale Amount and does not withhold a reserve by default. MasterCase reserves the right to impose a payout reserve of up to 10% on a specific Vendor that presents elevated risk — for example, an elevated return or dispute rate, active consumer disputes, regulatory investigation, suspected fraud, or SLA violations with outstanding consumer complaints. Where a reserve is imposed, reserve amounts will be released within 90 days of the relevant order delivery date if no dispute is outstanding.

6. PRODUCT LISTINGS AND APPROVAL

6.1 Listing Requirements

The Vendor must provide the following information for each product listing:

• Product name and full description
• Minimum 1 and maximum 6 product images (accurate representations of the product)
• Case size and unit description (e.g., "Case of 12 × 340g")
• Wholesale Amount (per case)
• GS1 GTIN / barcode (13 digits — stored for records; API validation not required at this time)
• Province of manufacture
• Whether the product is manufactured in Canada (Yes/No)
• Package weight (kg) and dimensions (L × W × H, cm) — required for shipping label generation
• Inventory count

6.2 Approval Workflow

New product listings are submitted in "Pending Review" status. MasterCase will review and approve or reject each listing within 3 business days. Rejected listings will include a reason, and the Vendor may resubmit.

MasterCase reserves the right to remove, suspend, or reject any listing that: violates this Agreement; contains inaccurate information; does not comply with applicable law; or is otherwise inconsistent with the platform's standards.

6.3 Inventory Accuracy

The Vendor must keep inventory counts current. A product will be automatically hidden from the storefront when inventory reaches zero. Repeated instances of accepting orders the Vendor cannot fulfill may result in account suspension.

7. CHARGEBACKS AND CONSUMER DISPUTES

7.1 Vendor Responsibility for Product-Quality Chargebacks

The Vendor bears the financial risk and responsibility for chargebacks and disputes arising from product-quality issues, including but not limited to: the product not matching the description ("significantly not as described"); defective or expired product; the wrong product shipped; or late or failed delivery caused by the Vendor. Damage or loss in transit is excluded from this section and governed by Sections 7.2 and 7.4.2 below, since MasterCase books and pays for the carrier label.

For product-quality chargebacks, MasterCase will recover the Vendor Wholesale Price for the affected order plus the payment processor's $15 CAD dispute fee from the Vendor's pending or future payouts. (MasterCase absorbs the loss of its own platform retention — the product markup — on the transaction.) If no pending payouts are available, MasterCase will invoice the Vendor for the amount due, payable within 30 days.

7.2 Platform Responsibility

MasterCase bears responsibility for chargebacks and refunds arising from: unauthorized transactions (fraud on the platform not caused by the Vendor); platform processing errors; or damage or loss in transit. Because MasterCase books and pays for every carrier label through Shippo, MasterCase carries the carrier-side risk and accepts transit-damage losses without recovery from the Vendor. MasterCase pursues recovery through carrier insurance where applicable.

Exclusion — inadequate vendor packaging. Transit damage attributable to inadequate or improper packaging by the Vendor is not covered under this section. Examples include (without limitation): glass containers or fragile goods shipped without protective wrap, cushioning, or rigid outer packaging; items packed loose in oversized cartons; liquids shipped without leak-proof inner containers; products without proper dunnage or void-fill; or any packing method that would cause a reasonable carrier to deny an insurance claim. Such losses are treated as product-quality issues under Section 7.1 and Section 7.4.2(b), and the Vendor Wholesale Price is recovered from the Vendor. The Vendor is responsible for packing each case to industry-standard carrier-grade protection appropriate to the contents.

7.3 Dispute Process

MasterCase will notify the Vendor of any chargeback or consumer dispute within 3 business days of receipt. The Vendor must provide all supporting documentation (proof of shipment, tracking records, product descriptions, communications) within 5 business days of notification to assist in disputing the chargeback with the payment processor and the card network.

7.4 Consumer Returns

Returns (consumer requests a refund and ships the product back) are distinct from chargebacks and are governed by this section. No dispute fee applies to returns.

7.4.1 Valid Return Conditions

MasterCase will accept consumer return requests in the following circumstances. The financial responsibility for the return varies by cause — see Section 7.4.2.

• Transit damage — the case arrives physically damaged from carrier handling (crushed, leaking, broken seals, etc.)
• Defective or expired product — product inside the case is non-functional, expired, or doesn't perform as listed on arrival
• Wrong product shipped — the case contains a product different from what was ordered
• Not as described — product does not match the listing description in a material way
• Missing items — the case arrives but is short of items that were listed in the order (partial-case shortage)
• Statutory non-delivery cancellation — consumer exercises their non-delivery cancellation right (30 days per Terms of Service)

Change-of-mind returns are not accepted across the platform, regardless of vendor preference. This is consistent with MasterCase's public Return Policy and reflects the operational realities of case-lot bulk fulfillment. The only exception is where statutory consumer rights (e.g., provincial cooling-off periods for distance contracts) require acceptance of a return — in which case the return is treated as a statutory cancellation, not a change-of-mind return, and follows the rules in Section 7.4.4 below.

7.4.2 Financial Mechanics on Accepted Returns

When a return is accepted and MasterCase issues a consumer refund of the Consumer Price, the financial allocation depends on the cause of the return. In every case below, MasterCase notifies the Vendor of the claim before any deduction is made from a pending or future payout, with at least 2 business days for the Vendor to provide supporting documentation if disputing the claim.

(a) Transit damage. Where the cause is damage or loss in transit and the case was packed to industry-standard carrier-grade protection, MasterCase absorbs the full loss — the consumer refund, the Vendor Wholesale Price (the Vendor is paid in full as if the order delivered), the payment processing fee, the outbound carrier shipping cost, and MasterCase's own platform retention. No amount is recovered from the Vendor. MasterCase pursues recovery through carrier insurance where applicable. This reflects that MasterCase books and pays for every carrier label and carries the corresponding carrier-side risk. Exception: if photographic evidence shows the damage was caused by inadequate vendor packaging per Section 7.2 (e.g., glass not wrapped, liquids without leak-proof containment, fragile items packed loose), the case is treated as a product-quality issue under (b) and the Vendor Wholesale Price is recovered from the Vendor.

(b) Product-quality issues (defective, expired, wrong product shipped, or not-as-described). MasterCase recovers the Vendor Wholesale Price for the affected order from the Vendor's pending or future payouts. If pending payouts are insufficient, MasterCase will invoice the Vendor, payable within 30 days. MasterCase absorbs the non-refundable payment processing fee on the original transaction, the outbound carrier shipping cost already paid, and its own product markup on the affected order. These costs are not charged to the Vendor.

(c) Missing items (partial-case shortage). MasterCase recovers only the per-unit Vendor Wholesale value of the missing units (number of missing units × per-unit case wholesale) from the Vendor's pending or future payouts, not the full case wholesale. The consumer is, at consumer's choice, either sent the missing items as a partial replacement or refunded the per-unit Consumer Price for the missing items. MasterCase absorbs proportional payment processing fees and platform retention on the missing portion.

(d) Statutory non-delivery cancellation. MasterCase absorbs all costs; no amount is recovered from the Vendor.

(e) Cold-chain / perishable spoilage. Where a perishable product arrives spoiled due to a cold-chain failure in transit (for example, a frozen product that arrives fully thawed or warm), it is treated as transit damage under (a): MasterCase absorbs the loss, the Vendor is paid in full, and MasterCase pursues carrier recovery where applicable. Exception: where the spoilage resulted from inadequate cold-chain packaging by the Vendor (for example, insufficient or improperly conditioned coolant, or insulation inadequate for the shipping lane), it is treated as a product-quality issue under (b) and the Vendor Wholesale Price is recovered from the Vendor.

The consumer, by default, retains the affected product — see Section 7.4.3 for the vendor's option to request return for inspection. No $15 dispute fee is charged on returns (dispute fees apply only to card-network chargebacks).

For example (illustrative — product-quality issue): Consumer paid $120.00 — a $100 Wholesale Price product with progressive product markup of $20.00, shipped with the Shipping Allowance applied. Defective-product return accepted, consumer retains the product. MasterCase refunds consumer $120.00, recovers $100.00 (Vendor Wholesale Price) from Vendor's next payout, and absorbs the non-refundable payment processing fee plus the outbound carrier shipping cost already incurred (~$10) plus its $20.00 product markup — a total platform loss of approximately $34 on the affected order. Had the same order arrived damaged in transit instead, MasterCase would absorb the full loss — the $120.00 consumer refund, the outbound carrier cost, and the processing fee — while paying the Vendor its $100.00 wholesale in full, and pursue carrier insurance recovery; the Vendor would be unaffected.

7.4.3 Return Shipping

Consistent with the public-facing Return Policy, MasterCase does not, by default, require consumers to return defective, damaged, or not-as-described product. Photographic evidence is typically sufficient for MasterCase to issue the consumer refund and process the Wholesale Price recovery from the Vendor. Most refund cases do not involve any return shipping.

• Default (no return required): the consumer retains the product. No return shipping cost is incurred. The Vendor's loss is the Wholesale Price recovery plus the inventory cost of the affected case.
• Vendor-requested return for inspection: If the Vendor wishes to receive the affected product back — for quality investigation, restocking, or any other reason — the Vendor must notify MasterCase within 3 business days of being notified of the return. MasterCase will generate a prepaid return label via Shippo and deduct the return shipping cost from the Vendor's next payout in addition to the Wholesale Price recovery.
• Statutory consumer cancellations (e.g., non-delivery under Section 7.4.1): MasterCase bears any return shipping cost, where return is required at all.
• Where return is requested by the Vendor, the product must be returned in original, unopened, or unused condition (except for defective items reported as such) to qualify for any inventory restoration to the Vendor. MasterCase's right to recover the Wholesale Price from the Vendor under Section 7.4.2 is independent of whether the product is returned — the Wholesale Price recovery is owed by the Vendor regardless of whether the Vendor requests return shipping or receives the product back.

7.4.4 Returned Product Condition

Upon receipt of a returned product, the Vendor has 3 business days to inspect the item and notify MasterCase of any condition issue (e.g., the product arrived used or damaged beyond the reported defect). If confirmed, MasterCase may reduce the Wholesale Price recovery amount from the Vendor's payout accordingly. Failure to notify within 3 business days waives any condition objection.

7.4.5 Multi-Vendor Order Refunds — Financial Isolation

The MasterCase platform processes single-customer orders that may contain products from multiple independent Vendors. In such orders, financial responsibility for any refund, chargeback, or return is strictly isolated to the Vendor whose product is the subject of the claim. Vendors whose products in the same order were not the subject of any claim remain entitled to their full Wholesale Price for those products and are not affected by the claim.

Worked example (illustrative — product-quality issue). A customer in a given Canadian market region places a single order containing five (5) cases from five (5) different Vendors. For purposes of this example only, the Consumer Price for each case is $54.00 ($45 Wholesale Price + progressive product markup of $9.00 at the Tier 1 rate of 20%), shipped with the Shipping Allowance applied, giving an order total of $270.00. Actual amounts vary by product. The case from Vendor #3 contains defective product (the issue is product-quality, not transit damage). The customer reports the issue within seven (7) days of delivery and MasterCase accepts a refund for that single case. Had the case arrived damaged in transit instead, MasterCase would absorb the full $54.00 loss on the affected case and pay Vendor #3 its $45 wholesale in full per Section 7.4.2(a); none of the recoveries below would apply.

• MasterCase refunds the consumer $54.00 (only the affected case), processed as a partial refund against the original PaymentIntent. The other four (4) cases remain paid in full.
• Only Vendor #3 is debited: MasterCase recovers Vendor #3's $45.00 Wholesale Price for the affected case from Vendor #3's pending or future payouts (or by invoice if no payouts are pending, per Section 7.4.2).
• Vendors #1, #2, #4, and #5 are unaffected. Their cases shipped and delivered. Their Wholesale Prices ($45.00 each, $180.00 in aggregate) settle to their PayPal accounts on the normal payout schedule. They incur no chargeback, no fee, and no obligation arising from Vendor #3's product issue.
• MasterCase absorbs the unrecoverable platform costs on the affected case: the non-refundable payment processing fee allocated to that case, the outbound carrier shipping cost already paid to the carrier on Vendor #3's behalf (~$28.04), and Vendor #3's progressive product markup retention ($9.00). MasterCase's gross loss on the affected case is approximately $39.

This isolation principle applies to all forms of claim under this Section 7 (chargebacks, returns, and refunds): a claim against one Vendor's product does not create liability for or affect payment to any other Vendor in the same customer order.

8. FULFILLMENT SERVICE LEVEL AGREEMENT (SLA)

8.1 Fulfillment Obligations

• Order acknowledgment: The Vendor's dashboard will reflect new orders immediately upon placement. No separate acknowledgment action is required.
• Shipping deadline: The Vendor must ship (hand off to carrier) all orders within 3 business days of order placement.
• Tracking upload: Tracking information is automatically captured from the pre-paid Shippo label. No manual upload is required provided the Vendor uses the label provided.
• Fulfillment period: Orders placed on a non-business day (Saturday, Sunday, or Canadian federal statutory holiday) are deemed placed on the next business day for SLA calculation purposes.

8.2 SLA Failure Consequences

• First instance of SLA failure: written notice from MasterCase
• Second instance within 90 days: temporary product listing suspension pending review
• Three or more instances within 180 days: account suspension or termination at MasterCase's discretion
• Consumer refunds arising from SLA failures (non-delivery within 30 days) are charged back to the Vendor per Section 7

8.3 Product Safety and Recall

The Vendor must notify MasterCase within 24 hours of becoming aware of any product recall, safety advisory, Health Canada action, or regulatory proceeding relating to any product listed on the platform. MasterCase will immediately remove the affected listings pending resolution. The Vendor bears all costs associated with any recall, consumer notification, or product replacement.

9. VENDOR WARRANTIES AND REPRESENTATIONS

The Vendor represents and warrants, on the Effective Date and on a continuing basis throughout the term of this Agreement, that:

1. Legal authority: The Vendor has full legal authority to enter into this Agreement and to sell the products listed on the platform in Canada.
2. Product safety: All products comply with the Canada Consumer Product Safety Act (CCPSA), S.C. 2010, c. 21, and all applicable federal and provincial safety regulations, labeling requirements, and standards.
3. Bilingual labeling (Quebec): All products sold to Quebec consumers comply with bilingual labeling requirements under the Charter of the French Language (as amended by Bill 96) and the federal Consumer Packaging and Labelling Act. French text is at least as prominent as English on all product labels.
4. Accurate descriptions: All product descriptions, images, and specifications provided to MasterCase are accurate, not misleading, and comply with the Competition Act (Canada).
5. Intellectual property: The Vendor owns or is duly licensed to sell all products listed, and no product or listing infringes the intellectual property rights (trademark, copyright, patent, trade dress) of any third party.
6. GST/HST status: The Vendor's GST/HST registration status (registered or not registered) as disclosed during onboarding is accurate. The Vendor's GST/HST registration number (if registered) is valid.
7. No conflicting obligations: This Agreement does not conflict with any other agreement to which the Vendor is a party.
8. Canadian-based operations: Products ship from a location within Canada.

10. GST/HST AND TAX OBLIGATIONS

10.1 Vendor's GST/HST Registration Disclosure

The Vendor must disclose whether it is registered for GST/HST under Part IX of the Excise Tax Act (Canada). If registered, the Vendor must provide its GST/HST registration number. The Vendor must notify MasterCase within 5 business days of any change in registration status.

10.2 Deemed Supplier Rule

Effective July 1, 2021, MasterCase may be deemed the supplier under Part IX of the Excise Tax Act for GST/HST purposes with respect to orders placed by consumers through the platform for products supplied by Vendors who are not registered for GST/HST. In such cases, MasterCase collects and remits the applicable GST/HST and the Vendor is not required to remit GST/HST on those sales.

For Vendors who are registered for GST/HST: the Vendor is responsible for their own GST/HST obligations. MasterCase may act as a billing agent on the Vendor's behalf — the Vendor expressly authorizes this in Section 10.3.

10.3 Billing Agent Authorization

The Vendor authorizes MasterCase to act as its billing agent for the purpose of collecting, accounting for, and remitting GST/HST (and QST, where applicable) on sales made through the platform on behalf of registered Vendors, to the extent elected by MasterCase and permitted under CRA guidance.

10.4 CRA Digital Platform Reporting (Part XX, Income Tax Act)

Pursuant to Part XX of the Income Tax Act (Canada), effective January 1, 2024, MasterCase is required to file annual information returns with the Canada Revenue Agency (CRA) reporting the following information about each Vendor:

• Legal name, address, date of birth (individual vendors), or incorporation information (corporate vendors)
• Business Number (BN) or Social Insurance Number (SIN)
• Total remuneration paid each calendar quarter
• PayPal payout email address

The Vendor consents to this reporting and agrees to provide all required information accurately during onboarding and to update it within 5 business days of any change. MasterCase will provide the Vendor with a copy of the information filed with CRA on their behalf by January 31 following each calendar year.

Failure to provide required CRA reporting information may result in withholding of payouts until the information is provided.

11. INSURANCE

The Vendor must maintain, at its own expense throughout the term of this Agreement and for 2 years thereafter:

• Commercial General Liability Insurance with limits of not less than $2,000,000 CAD per occurrence and $5,000,000 CAD aggregate
• Coverage must include product liability
• MasterCase Wholesale Inc. must be named as an additional insured on the policy
• The policy must provide for at least 30 days' written notice to MasterCase before cancellation or material change

The Vendor must provide MasterCase with a current certificate of insurance upon request, within 5 business days. Failure to maintain the required insurance is grounds for immediate suspension.

12. INDEMNIFICATION

The Vendor agrees to indemnify, defend, and hold harmless MasterCase and its directors, officers, employees, agents, and assigns ("MasterCase Indemnitees") from and against all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

1. Any product the Vendor sells through the platform, including claims of product defect, safety failure, personal injury, property damage, or product liability
2. Any breach by the Vendor of this Agreement, including any warranty or representation
3. The Vendor's violation of applicable law, including the CCPSA, the Competition Act, GST/HST obligations, and bilingual labeling requirements
4. Any claim that the Vendor's products, listings, images, or other content infringes the intellectual property rights of any third party
5. Any consumer claim, chargeback, or regulatory action related to the Vendor's products or fulfillment practices
6. The Vendor's negligent or intentional acts or omissions

This indemnification obligation survives termination of this Agreement.

13. INTELLECTUAL PROPERTY

13.1 Vendor License to MasterCase

The Vendor grants MasterCase a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and distribute the Vendor's product images, descriptions, brand name, trademarks, and logos solely for the purpose of: displaying products on the platform; promoting MasterCase and its vendor relationships; and fulfilling its obligations under this Agreement.

This license terminates upon removal of the relevant product listings, or upon termination of this Agreement, subject to MasterCase's reasonable wind-down period of up to 30 days.

13.2 MasterCase's Intellectual Property

The Vendor acknowledges that MasterCase's platform, software, branding, and content are proprietary to MasterCase. The Vendor receives no license to use MasterCase's intellectual property except as expressly needed to participate in the platform as a vendor.

13.3 IP Infringement Notice and Takedown

If a third party alleges that a Vendor's listing infringes its intellectual property rights, MasterCase may remove the listing immediately pending investigation. MasterCase will notify the Vendor promptly. The Vendor must respond within 5 business days with evidence of right to sell. Failure to respond may result in permanent removal of the listing.

14. CONFIDENTIALITY

Each party may have access to confidential information of the other party during the term of this Agreement, including business plans, customer data, pricing, technology, and financial information ("Confidential Information").

Each party agrees to: hold the other party's Confidential Information in strict confidence; use it only for the purposes of this Agreement; and disclose it only to employees or contractors who have a need to know and are bound by equivalent confidentiality obligations.

These obligations do not apply to information that: is or becomes publicly known through no breach of this Agreement; is independently developed; or is required to be disclosed by law or court order (in which case, prompt notice must be given to the other party).

This section survives termination of this Agreement for a period of 5 years.

15. TERM AND TERMINATION

15.1 Term

This Agreement commences on the Effective Date and continues until terminated by either party in accordance with this Section.

15.2 Termination for Convenience

Either party may terminate this Agreement for any reason with 30 days' written notice to the other party. During the notice period, all outstanding orders must be fulfilled and all outstanding payouts will be processed on the normal schedule.

15.3 Immediate Termination by MasterCase

MasterCase may terminate this Agreement immediately and without notice upon the occurrence of any of the following:

• Material breach of this Agreement by the Vendor that is not cured within 10 business days of written notice (or immediately if the breach is not capable of cure)
• The Vendor engages in fraudulent, deceptive, or illegal conduct
• A product safety recall, Health Canada action, or regulatory proceeding relating to the Vendor's products
• Three or more SLA violations within 180 days (see Section 8.2)
• The Vendor becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings
• The Vendor's continued presence on the platform poses reputational or legal risk to MasterCase

15.4 Effect of Termination

Upon termination of this Agreement:

• The Vendor's listings will be removed from the storefront within 5 business days of the termination date
• All pending orders placed before termination must be fulfilled by the Vendor in accordance with this Agreement
• MasterCase will process the Vendor's final payout for all fulfilled orders within 30 days of termination, less any outstanding amounts owed to MasterCase (including unresolved chargebacks, reserves, or fees)
• MasterCase will retain the Vendor's data as required by law (see Privacy Policy)
• Sections 1, 7, 9, 10, 11, 12, 13, 14, 15.4, 16, 17, and 18 survive termination

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• MasterCase's total aggregate liability to the Vendor for any claim arising under or related to this Agreement shall not exceed the total commission earned by MasterCase from the Vendor's sales in the 12 months immediately prior to the event giving rise to the claim.
• MasterCase is not liable for any indirect, consequential, incidental, special, or punitive damages, including lost profits, lost revenue, or loss of data.
• MasterCase is not liable for: failure or interruption of the Shopify platform, Shopify Payments, PayPal, Shippo, or any third-party service provider; carrier delays or losses; events beyond MasterCase's reasonable control (force majeure).

These limitations do not apply to: MasterCase's fraud or wilful misconduct; death or bodily injury caused by MasterCase's negligence; or any liability that cannot be excluded by law.

17. AMENDMENTS

MasterCase may amend this Agreement at any time with 30 days' written notice to the Vendor by email to the Vendor's registered address. The updated Agreement will be posted in the Vendor dashboard.

The Vendor's continued use of the platform after the 30-day notice period constitutes acceptance of the amended Agreement. If the Vendor objects to the amendments, the Vendor may terminate this Agreement without penalty before the end of the notice period by providing written notice to MasterCase.

18. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

18.1 Informal Resolution

Before initiating any formal proceeding, both parties agree to attempt in good faith to resolve the dispute through direct escalation: first to the Vendor's account representative, then to a senior MasterCase manager. The escalation period shall be 30 days from first written notice of the dispute.

18.2 Mediation

If the dispute is not resolved through informal escalation, the parties agree to submit the dispute to non-binding mediation in Vancouver, British Columbia, administered by the British Columbia Mediator Roster Society or a mutually agreed mediator. The mediation period shall be 60 days from the date mediation is initiated.

18.3 Arbitration

If the dispute remains unresolved after mediation, it shall be finally resolved by binding arbitration in Vancouver, British Columbia, administered by the ADR Institute of Canada under its National Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The language of arbitration shall be English. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

The parties waive the right to bring or participate in any class action or representative proceeding in connection with any dispute arising under this Agreement.

18.4 Emergency Relief

Notwithstanding the arbitration provision, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

19. GENERAL PROVISIONS

• Entire Agreement: This Agreement, together with the Vendor onboarding disclosures, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, understandings, and agreements.
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
• Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.
• Assignment: The Vendor may not assign this Agreement or any rights or obligations hereunder without MasterCase's prior written consent. MasterCase may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to the Vendor.
• Notices: All notices under this Agreement shall be in writing and sent by email to the Vendor's registered email address (for notices to the Vendor) or to legal@mastercase.ca (for notices to MasterCase). Notices are deemed received on the next business day after sending.
• Force Majeure: Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, strikes, government actions, or internet outages, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate the delay.
• Language: This Agreement is written in English. A French translation may be made available for Quebec-based vendors on request.

For questions about this Vendor Agreement, contact legal@mastercase.ca. The current version is always available at mastercase.ca/pages/vendor-agreement.