Terms and conditions

These Terms and Conditions for Cartpanda Inc. (hereinafter referred to as the “Terms”) are a legally binding agreement between each individual person or entity (referenced herein as “You”) and Cartpanda Inc. (hereinafter referred to as “Cartpanda” We,” “Our,” or “Us”) that applies each time a Buyer uses this website or a Supplier enables a Product to sell, located at: [cartpanda.com], or other subdomains or other affiliated websites of the previously mentioned website (collectively, the “Site”) and its available functionality, including using the Site to purchase goods sold and delivered by Cartpanda (the “Products”). To make these Terms easier to read, the Site and other interactive features or services, including Our platform services therein are collectively called the “Services”. You should therefore read carefully these Terms and our Privacy Policy ( (the “Privacy Policy”) as they govern the purchase of Products and use of the Services, regardless of how You access them, whether by computer, mobile device, or otherwise; and whether directly through Our Services, or through any third-party website that links to them, and regardless of whether You are registered as a Supplier, if you register to sell Products, or as a Buyer, if you buy a Product.

Cartpanda Inc., a company part of the Cartpanda group, operates an online platform [cartpanda.com] that enables Buyers and Suppliers to buy/sell Products.

Through these Terms, the Buyer who concludes a request to buy a Product authorizes Cartpanda to buy the Product from the Supplier in the country where Supplier is resident. After purchasing the Product from Supplier, We will subsequently sell the Product to Buyer in the country in which he/she/it is resident.

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND CARTPANDA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 20, “DISPUTE RESOLUTION”, BELOW FOR DETAILS REGARDING ARBITRATION.

BY PLACING AN ORDER FOR PRODUCTS FROM THE SITE, REGISTERING AN PRODUCT OR OTHERWISE USING THE SERVICES, YOU ACCEPT AND ARE BOUND BY THESE TERMS. YOU MAY NOT USE THE SERVICES NOR ORDER OR OBTAIN PRODUCTS FROM THE SITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT OF LEGAL AGE TO FORM OR ARE NOT CAPABLE OF FORMING A BINDING CONTRACT WITH CARTPANDA, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES.

For purposes of these Terms, any individual or entity that registers Products for sale through the Cartpanda platform shall be referred to as a “Supplier.” The Supplier acts as a product provider to Cartpanda under a reseller arrangement. Cartpanda, as the Merchant of Record, is the entity that sells Products directly to Buyers. References to 'Seller' in any related policies, agreements, annexes, platform interfaces, dashboards, customer support channels, email communications, marketing materials, social media, checkout pages, landing pages, and any other media or communications issued by or on behalf of Cartpanda shall be understood as references to 'Supplier' and are used interchangeably solely for readability purposes. In all customer-facing materials, the term 'Supplier' (or 'product provider') shall be used exclusively.

Formal or plain-language summaries and guidance provided through electronic means by We — including, without limitation, email correspondence or customer support interactions — are offered solely for Your convenience as applicable, and shall not be construed as legally binding interpretations of, or amendments to, these Terms, and shall not, under any circumstances, create any obligation or commitment on the part of Cartpanda.

Cartpanda expressly reserves the right to correct, clarify, or retract any such summary or guidance issued by its personnel at any time, without prior notice and without incurring any liability therefore. Nothing in this Section, nor any such summary or guidance, is intended to constitute, or shall be construed as, a waiver or relinquishment of any rights, remedies, or defenses available to Cartpanda, all of which are hereby expressly reserved.

If You are accessing and using the Services or purchasing/selling Products on behalf of a company (such as your employer) or other legal entity, You represent and warrant that You have the authority to bind that entity to these Terms. In that case, “You” and “Your” will refer to that entity.

If You breach these Terms, or if We suspect that You have breached these Terms, You shall forfeit any unpaid Suppliers Payments or other kinds of payments otherwise due by Cartpanda. Alternatively, Cartpanda, in its sole discretion, may elect to withhold unpaid Suppliers Payments or deduct the amount of previously paid Suppliers Payments from future payments due to Suppliers (collectively, the “Withholding”) if: (1) Cartpanda suspects or determines, in its sole discretion, that You have breached these Terms or violated any applicable law, rule, or regulation; (2) Cartpanda receives any complaints about You which We reasonably believe to indicate You breached these Terms or violated any applicable law, rule, or regulation; or (3) Cartpanda determines, in its sole discretion, that We paid Suppliers as a result of Your breach of these Terms or violation of any applicable law, rule, or regulation. The Withholding shall be used to offset Cartpanda’s actual or potential losses and liabilities, including but not limited to Our attorneys’ fees and costs, as a result of Your breach of these Terms. The Withholding is in addition to any other rights and remedies in law or equity that We may have as a result of Your breach of these Terms.

1. CHANGES TO THESE TERMS OR THE SERVICES. These Terms are subject to change by Cartpanda, and such changes can be made without prior written notice at any time, in Our sole discretion. The latest version of these Terms will be posted on this Site, and You should review these Terms before purchasing any Products that are available through the Services. Your continued use of the Services after a posted change in these Terms will constitute your acceptance of and agreement to such changes. Further, because Our Services are constantly evolving, We may change or discontinue all or any part of the Services, at any time and without notice, at Our sole discretion.

2. FEEDBACK. We appreciate feedback, comments, ideas, proposals, and suggestions for improving the Products and Services (“Feedback”). If You choose to submit Feedback, You agree that We are free to use it without any restriction or compensation to You.

I. SPECIFIC DISPOSITIONS FOR BUYERS

3. ACCEPTANCE OF ORDERS. If You are a Buyer, You agree that your order is an offer to buy, under these Terms, all Products listed in your order. All orders must be accepted by Us, or We will not be obligated to sell the Products to You. We may choose not to accept any orders at Our sole discretion. After receiving your order, We will send You a confirmation email with your order number and details of the Products You have ordered. Acceptance of your order and the formation of the contract of sale between Cartpanda, and You will not take place unless and until You receive your order confirmation email. Further, We have the right to limit any orders or quantities, extend the delivery timeline for any reason after the order has been placed and accepted, and/or refuse to ship a Product to you for any reason. We will not be liable if a Product is unavailable or if the shipment is delayed.

4. ORDER ELIGIBILITY. If You are a Buyer, when You place an order for a Product, You represent and warrant that: (i) You are buying Products through the Services for personal use only, not for commercial resale or export; and (ii) You will comply with all applicable laws, rules, and regulations related to your purchase, receipt, possession, use, and sale of any Products through the Services. You represent, warrant, and covenant that in accessing and using the Services, You have the right to provide and use all information, content, and data that You provide to the Services.

II. SPECIFIC DISPOSITIONS FOR SUPPLIERS

5. PRODUCT REGISTRATION.

5.1 If you are a Supplier, You will be able to set up and register individual Products for sale. By creating an account, You warrant that the information provided is truthful and accurate and that You are not misrepresenting any identity.

5.2 We will review Your information and may, in its sole discretion, determine whether to allow You to access the Services.

5.3 At any time, We may, at Our own discretion, for any or no reason, with or without notice to the Supplier and without warranty for contractual penalties or liability claims, delete and remove Products.

5.4 You are responsible for maintaining the confidentiality of any credentials used to access your account. You agree not to share your password or username, nor to lend or otherwise transfer your use of or access to your account to any third party.

5.5 You are fully responsible for all transactions with and information conveyed to Us under Your account. You agree that We are not liable, and You will hold Us harmless for any loss or damage arising from Your failure to comply with any obligations set forth herein.

5.6 You agree to immediately notify Us of any unauthorized use of Your credentials or any other breach of security related to Your account.

5.7 Cartpanda serves as the merchant of record for all transactions on its platform under these terms, acquiring ownership of the Supplier’s Products when the Buyer completes an order on Cartpanda’s website (“Merchant of Record”).

5.7.1 Suppliers must promptly complete, sign, and submit any forms related to tax, customs, regulatory, or inspection purposes that We require to ensure the transfer of title to the Products in any jurisdiction. Failure to comply with this requirement may result in the withholding of Suppliers Payments until compliance is achieved or the termination of Services if the issue remains unresolved.

5.8 Merchant of Record Disclosure and Platform Requirements.

5.8.1 Supplier acknowledges that Cartpanda acts as the Merchant of Record and, under its reseller arrangement with Supplier, is the entity that sells Products directly to Buyers. Supplier shall ensure that all customer-facing materials, websites, checkout pages, landing pages, confirmation emails, support channels, and any other touchpoints associated with the sale of Products clearly and prominently identify Cartpanda as the Merchant of Record.

5.8.2 Without limiting the foregoing, Supplier shall ensure that:

(a) Cartpanda’s identity as the Merchant of Record is displayed prominently at or before the point of purchase (e.g., visible above or adjacent to the “buy” or “checkout” button), and not solely in post-purchase confirmations, footers, or below-the-fold content;

(b) all customer-facing materials consistently refer to Supplier as a “supplier” or “product provider,” and do not use the term “seller” or any other designation that may create confusion as to the identity of the party conducting the sale to the Buyer;

(c) the Terms of Service, refund and return policy, and customer support contact information displayed on Supplier’s website or landing page are those of Cartpanda, or contain a clear reference and link to Cartpanda’s applicable policies;

(d) no content on Supplier’s website, checkout flow, or marketing materials states or implies that Supplier, rather than Cartpanda, is the party bearing liability to the Buyer; and

(e) Supplier’s website or landing page does not contain redirects to third-party websites or domains not previously disclosed to and approved by Cartpanda.

5.8.3 Cartpanda reserves the right to provide Supplier with specific templates, badges, banners, or disclosure language to be used on Supplier’s website and checkout pages. When such materials are provided, Supplier shall implement them without modification within the timeframe specified by Cartpanda.

5.8.4 Failure to comply with any requirement of this Section 5.8 may result in the immediate suspension of payment processing for Supplier’s Products, withholding of Supplier Payments, and/or termination of Services, at Cartpanda’s sole discretion.

5.9 Website Accessibility and Continuity.

5.9.1 Supplier shall ensure that all URLs, websites, and landing pages associated with the sale of Products through Cartpanda’s platform remain publicly accessible, without password protection or access restrictions, at all times during which:

(a) the Supplier has an active account on the Cartpanda platform;

(b) there are any pending, open, or potential Transactions subject to the applicable chargeback or dispute period under the relevant card network rules (which shall be no less than 180 days from the date of the last Transaction); or

(c) there are any unresolved customer complaints, chargebacks, disputes, or regulatory inquiries related to Products sold through Cartpanda.

5.9.2 During the periods described in Section 5.9.1, Supplier’s website must continue to display: (a) Cartpanda’s Merchant of Record information as required by Section 5.8; (b) applicable Terms of Service and refund/return policies; and (c) customer support contact information for Cartpanda.

5.9.3 Supplier shall not take any of the following actions without Cartpanda’s prior written consent: (a) take down, deactivate, or make inaccessible any website or URL associated with Products; (b) add password protection or access restrictions to any such website or URL; (c) modify the domain, URL structure, or redirect paths in a manner that would render previously accessible pages unavailable; or (d) allow the domain registration to lapse or expire.

5.9.4 Supplier shall promptly notify Cartpanda of any technical issues, hosting changes, or domain transfers that may temporarily affect the accessibility of Supplier’s website.

5.9.5 If Supplier fails to comply with this Section 5.9, Cartpanda may, at its sole discretion: (a) suspend payment processing for Supplier’s Products; (b) withhold Supplier Payments; (c) disable Supplier’s Product listings; and/or (d) terminate Services, without prejudice to any other rights or remedies available under these Terms or applicable law.

6. SALE TO BUYERS.

After Product registration, if a Buyer completes an order, We will purchase the corresponding Product from the Supplier, taking full ownership of the Product. Cartpanda will then sell the Product directly to the Buyer.

7. SUPPLIERS

7.1 As a reseller, Cartpanda will provide the following Services:

(a) Setting Suppliers up as a product provider of the Product on Cartpanda’s platform and establishing a Suppliers Account which provides access to the Suppliers Dashboard and allows Suppliers to view all sales made by Cartpanda and the monies that are due to Suppliers for sales of the Product by Cartpanda.

(b) Acting as your non-exclusive reseller of the Product through the Platform across all territories supported by Us.

(c) Facilitating product fulfillment by Suppliers to Buyers through connecting Suppliers to Buyers to enable such Buyer to download/access the Product, as applicable; and

(d) Order support and being responsible for all aspects of Sales Tax and other taxes and tax forms as between Supplier, Cartpanda and Buyers.

7.2 In addition to any Supplier’s obligation set forth under these Terms, Supplier shall:

a. represent and warrant that (I) You will comply with all applicable laws, rules, and regulations related to Your sale to US, (II) that in accessing and using the Services, You have the right to provide and use all information, content, and data that You provide to the Services, and (III) You will comply all applicable laws, rules, and regulations regarding advertisement provided in these Terms’ Annex.

b. Comply with applicable laws and regulations concerning collection of taxes associated with Product sales to US, which may vary by country.

c. assume the full responsibility for the timely payment of any taxes due or to be withhold by Us.

d. prominently post and make available to Buyers on Supplier’s website, a privacy policy in compliance with all applicable laws that clearly, conspicuously, and accurately discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with these Terms and the provision of such personally identifiable information to Cartpanda.

e. represent and warrant that Supplier is the holder of all rights in the Products offered for sale, and Suppliers either owns or has the legal right to use and distribute all content, copyrighted material, intellectual property in marketing materials Suppliers uses to market the Products. This includes, but is not limited to, Product descriptions, information, images, customer reviews, any other materials on Supplier’s website, as well as the content or information provided to Us.

f. represent and warrant that You will comply with all applicable laws, rules, and regulations regarding the sale and marketing of Supplier’s Products, including without limitation the Federal Trade Commission Act, the Food Drug and Cosmetic Act, the Dietary Supplement Health and Education Act, Federal Trade Commission Endorsements Guides, the Federal Trade Commission’s Telemarketing Sales Rule, the CAN-SPAM Act of 2003 and all state anti-spam laws such as California Business & Professions Code Section §§ 17529.5, 1798.83, the Telephone Consumer Protection Act and state mini-TCPA statutes, state and data privacy regulations such as the Children’s Online Privacy Protection Act, the California Online Privacy Protection Act and the California Consumer Privacy Act, and the California Health and Safety Code section 25249.6 (“Proposition 65”), and any other applicable federal, state, and local consumer protection laws, regulations, and standards.

g. notify Cartpanda of any complaint received by Supplier regarding any Product, promotion, or advertisement used in connection with Products within twenty-four hours of receiving such complaint.

7.3. PROHIBITED ADVERTISING PRACTICES; SYNTHETIC AND AI-GENERATED CONTENT

7.3.1 Supplier shall not, directly or through any third party (including marketing agents, or subcontractors), create, publish, distribute, or otherwise use any synthetic, AI-generated, or deepfake content that simulates or implies a real human identity, voice, likeness, or endorsement in connection with the marketing, advertising, or promotion of any Product, unless all of the following conditions are met:

(a) the Supplier has obtained and can produce documented, express written consent from the individual whose identity, voice, or likeness is being simulated or implied;

(b) the content includes a clear and conspicuous disclosure, visible to the consumer prior to purchase, that the content is AI-generated or synthetically produced; and

(c) the content has been submitted to and expressly approved in writing by Cartpanda prior to publication.

7.3.2 Without limiting the foregoing, Supplier shall not use any form of fake endorsement, fabricated testimonial, or fictitious persona in connection with the marketing of Products, whether through AI-generated means or otherwise.

7.3.3 Any violation of this Section 7.3 shall constitute a material breach of these Terms and shall entitle Cartpanda, in its sole discretion and without prior notice, to: (a) immediately remove or disable the offending content; (b) suspend or terminate Supplier’s account and access to the Services; (c) withhold or forfeit any unpaid Supplier Payments; and (d) pursue any and all legal remedies available, including indemnification for direct and indirect damages, legal fees, regulatory fines, and costs related to administrative or judicial proceedings.

7.3.4 Supplier’s obligations under this Section 7.3 extend to all content published on any platform or channel, whether on or off the Cartpanda platform, and apply to all third parties acting on Supplier’s behalf. Supplier is fully liable for the actions of such third parties as if performed by Supplier itself.

For detailed requirements, standards, and examples, Supplier shall also comply with Cartpanda’s Advertising & Media Policy, available at https://cartpanda.com, which is incorporated herein by reference.

7.4. PROHIBITED AND RESTRICTED PRODUCTS, ACTIVITIES, AND BUSINESSES

7.4.1 Supplier acknowledges and agrees that certain products, services, activities, and business types are prohibited or restricted from use of the Services. Supplier shall not, directly or indirectly, offer, market, sell, or facilitate the sale of any product or service, or engage in any activity, that falls within the prohibited or restricted categories set forth in Annex II (Prohibited and Restricted Products, Activities, and Businesses) to these Terms, as updated from time to time.

7.4.2 Cartpanda maintains an additional and regularly updated list of prohibited products and activities at https://help.cartpanda.com/en-us/article/prohibited-products-and-activities-15b2dj0/  (the “Online Prohibited List”), which is incorporated herein by reference and forms part of Annex II. Supplier is responsible for reviewing the Online Prohibited List regularly and ensuring ongoing compliance.

7.4.3 Restricted categories as defined in Annex II require prior written approval from Cartpanda before the Supplier may use the Services in connection therewith. Operating in a restricted category without prior approval constitutes a material breach of these Terms.

7.4.4 Cartpanda monitors Supplier activity for compliance with this Section 7.4 and Annex II. The monitoring program and enforcement procedure, including escalation levels (warning, suspension, and termination), are described and detailed in the Annex II, Section 7.

7.4.5 Any violation of this Section 7.4 or Annex II shall constitute a material breach of these Terms and shall entitle Cartpanda, at its sole discretion and without prior notice, to: (a) immediately remove or disable the offending product listing; (b) suspend or terminate Supplier’s account and access to the Services; (c) withhold or forfeit any unpaid Supplier Payments; and (d) pursue any and all legal remedies available, including indemnification for direct and indirect damages, fines, penalties, and costs.

7.5 ANTI-MONEY LAUNDERING (AML) COMPLIANCE

7.5.1 Cartpanda maintains an Anti-Money Laundering Compliance Program designed to prevent, detect, and report suspicious activity in accordance with applicable federal and state laws, regulations, and guidance.

7.5.2 Supplier shall cooperate fully with Cartpanda's AML-related due diligence and monitoring processes, including providing any information, documentation, or records reasonably requested by Cartpanda in connection with know-your-customer (KYC), know-your-business (KYB), enhanced due diligence (EDD), or ongoing transaction monitoring procedures.

7.5.3 Supplier shall promptly notify Cartpanda of any material change to its ownership structure, beneficial ownership, business model, or product offering that could affect its risk profile.

7.5.4 Cartpanda reserves the right to suspend or terminate the Services if Supplier fails to comply with any AML-related request or if Cartpanda determines, in its sole discretion, that the Supplier's activity presents an unacceptable money laundering, terrorist financing, or sanctions risk.

7.5.5 Cartpanda will provide updated AML program documentation upon request by its payment processing partners and will participate in onsite or virtual control reviews as requested.

III. DISPOSITIONS FOR SUPPLIERS AND BUYERS

8. PRIVACY AND SECURITY. Please review Our Privacy Policy, which governs the processing of all personal data collected from You in connection with your purchase of Products through the Site, and You consent to all actions Cartpanda takes with respect to such information, so long as such actions are consistent with the Privacy Policy.

8.1. CARTPANDA GO - ONE-CLICK CHECKOUT FEATURE. Cartpanda Go allows the Buyer to save their personal and payment information to facilitate future purchases of products made available through the Cartpanda Platform. At the time of checkout, the Buyer will be presented with a checkbox offering the option to enroll in Cartpanda Go. By selecting this checkbox, the Buyer expressly agrees to the collection, storage, and use of their personal, payment, shipping, and order information for future identification and automatic pre-filling of the checkout process. Such information may include the Buyer’s full name, email address, mobile phone number, credit card details, billing address, shipping address, selected shipping method and details of the purchased products or services. Collectively, this information will be referred to as the Buyer’s “Saved Information.” The processing of Saved Information will be conducted in accordance with applicable data protection and privacy laws.

9. PRICING AND AVAILABILITY; PAYMENT

9.1 Subject to applicable law, all prices for Products posted are subject to change without notice. Further, Cartpanda reserves the right to change the prices and available Products at any time. Quantities of some Products may be limited, and stock cannot always be guaranteed. We reserve the right to discontinue any Product at any time. The price charged for a Product will be the price in effect at the time the order is placed and will be included in the order confirmation email. Price increases will only apply to orders placed after such changes. All applicable taxes, shipping, and handling charges are not included in the prices displayed and will be added to the total price in Buyer’s shopping cart and in the order confirmation email. Cartpanda shall be responsible for the calculation, collection, and payment of all applicable taxes related to the Transactions, except for taxes imposed explicitly on the Buyer, such as, but not limited to, import duties or taxes, which shall be the sole responsibility of the Buyer. The Buyer agrees to pay any such taxes directly to the appropriate authorities or reimburse Cartpanda if these taxes are paid on the Buyer’s behalf. The Supplier agrees to provide all necessary information and documentation to ensure the accurate calculation, collection, and remittance of applicable taxes.

9.2 We are not responsible for pricing, typographical, or other errors in any offer, and We reserve the right to cancel any orders arising from such errors. Terms of payment are within Our sole discretion, and payment must be received by Us before Our acceptance of an order.

9.3 When You make a purchase/sell via the Services for Products (each, a “Transaction”), You expressly authorize Us to charge You for such Transaction. We may ask You to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that (i) the Payment Information You supply to Us is true, correct, and complete, (ii) You are duly authorized to use such credit card for the purchase of Products, (iii) charges incurred by You will be honored by your credit card company, and (iv) You will pay charges incurred by You at the posted prices, including all applicable taxes, if any. Payment is subject to validation and authorization by both the card company or payment processor and by Cartpanda to maintain security and prevent fraud. When You initiate a Transaction, You authorize us to provide your Payment Information to third parties so We can complete your Transaction and to charge your payment method for the type of Transaction You have selected (plus any applicable taxes and other charges that your bank or other financial service provider may levy on You). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the Payment Information definition). By initiating a Transaction, You agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to You. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

9.4 If You pay through a credit card, We will charge Your credit card when your order is processed. The bank issuing your credit card may control when to release funds in the case of an order cancellation or refund. We reserve the right to use the payment information You provide Us in connection with this payment to provide better service to You should You wish to use Our service again in the future and to protect us from fraud and other losses. Completion of a payment transaction is contingent upon: (i) You providing complete personal, account, transaction and any other information needed, (ii) authorization of the payment by your credit or debit card company, and (iii) acceptance of your payment.

9.5 Except as expressly provided in these Terms, all orders are non-cancelable; We may grant or deny cancellation requests for individual orders in Our sole and absolute discretion. We may also, in Our sole discretion, cancel any payment at any time by providing notice to You through Your contact information or by a notice when You attempt to make a payment. We may cancel a payment or prevent You from initiating future payments for any reason, including, without limitation, the following: (i) if You attempt to use the Services in breach of any applicable law or regulation, including the credit card network rules or regulations; (ii) if You use the Services in breach of these Terms; (iii) if your payment method is declined; (iv) if We suspect fraudulent, unlawful or improper activity regarding a payment; (v) if We detect, in Our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; (vi) failure to cooperate in an investigation or provide additional information when requested; or (vii) any other circumstances We deem appropriate in its sole discretion.

9.6 Supplier shall specify a non-binding price recommendation for the net sales price of each Product (“Price Recommendation”). Once a Buyer completes an order for the corresponding Product, We shall pay Supplier an amount based on the Price Recommendation, less tax due for the specific sale to the Buyer, less Cartpanda’s mark-up as Merchant of Record (“Suppliers Payments”).

9.7 Suppliers Payments shall be issued to Suppliers via the payment method specified at the time of creating an account. Suppliers Payments shall be issued within 180 days of the Buyer’s purchase date, or in the time period specified on the Site or otherwise agreed to by the Parties. Without limiting the foregoing, We reserve the right to extend the period in which it issues refunds to and accepts returns from Consumers, up to 365 days after the date of purchase, in which case Suppliers shall not receive Suppliers Payments until such refunds and returns are processed by Us.

9.8 Notwithstanding anything in these Terms or on the Site to the contrary, Cartpanda expressly reserves the right withhold a percentage of Suppliers Payments for an additional time period to account for potential or anticipated Buyer’s indemnification claims, including but not limited to chargebacks, refunds, and returns. Cartpanda reserves the right to extend the time for disbursement of Suppliers Payments if Cartpanda considers the quantities of a Product sold are low in relation to the Product price.

9.9 If a Buyer requests a return or refund or initiates a chargeback for the Product, We shall deduct the corresponding amount, including a transaction and chargeback fee, from Suppliers Payments for such returns, refunds, or chargebacks. Product reserves the right to withhold Suppliers Payments in whole or in part if it suspects that Supplier has violated these Terms, or any applicable law, rule, or regulation, or if Products are suspected or deemed to be defective, or if Supplier offers insufficient Product access or support, as determined by Us in Our sole discretion.

9.9.1 As the Merchant of Record for all Transactions, Cartpanda bears sole responsibility and liability to card networks for chargebacks, including associated fees, fines, and penalties. In the event Cartpanda successfully disputes a chargeback, Cartpanda shall retain the recovered funds to offset operational costs associated with chargeback management, including but not limited to card network fees, dispute processing fees, fines, and administrative expenses. Supplier acknowledges that (i) Cartpanda absorbs significant costs in managing chargebacks across the platform, (ii) Supplier has no direct relationship with payment processors or card networks with respect to Transactions, and (iii) Supplier shall have no claim to funds recovered through Cartpanda's chargeback dispute efforts.

9.10 Notwithstanding anything in these Terms, Cartpanda expressly reserves the right to withhold Suppliers Payments for an additional time period to account for potential or anticipated indemnifications, including chargebacks, refunds, and returns.

10. RETURN AND REFUNDS.

10.1 To request cancellation of the purchase of a Product or request a Product return, the Buyer must contact Cartpanda through the following channels: by email at support@cartpanda.com, by phone at +1 866 637-2482, or through the toll-free support line at +1 888 266-6032, presenting the reasons for the cancellation or return request. Cartpanda will evaluate the request within two workdays.

10.2 As the Merchant of Record, Cartpanda is solely and exclusively responsible for managing all returns, refunds, exchanges, and customer service inquiries related to the sale of Products.

10.3 Supplier acknowledges and agrees that it shall not independently communicate with Buyers regarding returns, refunds, disputes, or complaints, except as expressly directed by Cartpanda in writing. Any customer inquiries received directly by Supplier must be immediately forwarded to Cartpanda at support@cartpanda.com.

10.4 For more detailed information, please review our Refund and Return Policy, available at https://cartpanda.com/refund-and-return-policy .

11. TRANSFER OF TITLE. Title to Products pass from Supplier to Us when Buyer completes an order to buy in Cartpanda’s website. Title to Products pass from Us to Buyer when the Product becomes available to Buyer in Buyers’ country of residence.

11.1 Supplier shall fill, sign, and submit any form for tax, customs, regulatory, inspection, among other purposes, that We require to transfer the title to Products in any jurisdiction.

11.2 If Suppliers does not comply with Section 11.1, We are authorized to withhold all Suppliers Payments until Suppliers fulfils Section 11.1, or to terminate the Services.

12. DAMAGED OR INCOMPLETE SHIPMENT. If You have received a damaged or incomplete shipment of Products or are otherwise unhappy with any Product, please email us at support@cartpanda.com. Any refunds are made solely at Our discretion.

13. TEMPORARY INACCESSIBILITY. Due to the specific nature of the online environment, Cartpanda cannot guarantee that the Services will be available and accessible without interruption. It may be necessary to restrict the availability of the Services or certain areas or features related to it, considering capacity limits, the security or integrity of its servers, and carrying out maintenance or service enhancement measures. Such situations will be considered force majeure, excluding Cartpanda's liability.

14. GENERAL PROHIBITIONS AND CARTPANDA’S ENFORCEMENT RIGHTS. You agree not to do any of the following:

14.1 Use, display, mirror, extract, scrape, copy, index or frame the Services (including any content made available by us therein), Products or any individual element within the Services, Cartpanda’s Products, Cartpanda’s name, any Cartpanda trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Cartpanda's express written consent;

14.2 Access, tamper with, or use non-public areas of the Services, Cartpanda's computer systems, or the technical delivery systems of Cartpanda's providers;

14.3 Attempt to probe, scan, or test the vulnerability of any Cartpanda system or network or breach any security or authentication measures;

14.4 Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Cartpanda or any of Cartpanda's providers or any other third party (including another user) to protect the Services;

14.5 Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by Cartpanda or other generally available third-party web browsers;

14.6 Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

14.7 Use any meta tags or other hidden text or metadata utilizing a Cartpanda trademark, logo URL, or Product name without Cartpanda's express written consent;

14.8 Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

14.9 Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information;

14.10 Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;

14.11 Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

14.12 Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

14.13 Impersonate or misrepresent your affiliation with any person or entity;

14.14 Offer for sale any Products unless it holds all rights to them;

14.15 use or distribute any content, copyrighted material, or intellectual property in marketing materials unless it owns or has the legal right to do so. This restriction applies to, but is not limited to, Product descriptions, information, images, customer reviews, and any other materials, as well as any content or information provided;

14.16 Violate any applicable law or regulation, including without limitation the prohibited and restricted categories set forth in Section 7.4 and Annex II to these Terms; or

14.17 Encourage or enable any other individual to do any of the foregoing.

14.18 Cartpanda is not obligated to monitor access to or use of the Services or to review or edit any content. However, We have the right to do so to operate the Services, ensure compliance with these Terms, and comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if We, at Our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. You are solely responsible for your interactions with other users of the Services, and Cartpanda bears no responsibility for your interactions with other users of the Services. Further, Cartpanda is not party to any disputes between You and other users.

14.19 Create, publish, distribute, or use any synthetic, AI-generated, or deepfake content in connection with the Services that simulates or implies a real human identity, voice, likeness, or endorsement, except in strict compliance with Section 7.3 of these Terms and Cartpanda’s Advertising & Media Policy.

15. LINKS TO THIRD PARTY WEBSITES OR RESOURCES. The Services may allow You to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

16. DISCLAIMER. SUBJECT TO APPLICABLE LAW, BUYER’S USE OF THE SERVICES AND ALL PRODUCTS OFFERED ON THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY WHATSOEVER, UNLESS YOU ARE PROVIDED WITH A WARRANTY EXPRESSLY PROVIDED BY THE SUPPLIER, IN WHICH CASE SUCH WARRANTY WILL APPLY FROM THE SUPPLIERS TO THE BUYER. WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WE MAKE NO WARRANTY THAT THE PRODUCTS OR SERVICES WILL MEET BUYER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

17. LIMITATION OF LIABILITY

17.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CARTPANDA NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CARTPANDA OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

17.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CARTPANDA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS BUYERS HAVE PAID OR ARE PAYABLE BY YOU TO CARTPANDA FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CARTPANDA FOR USE OF THE SERVICES, AS APPLICABLE.

17.3 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CARTPANDA AND YOU WITH RESPECT TO YOUR USE OF THE SERVICES.

18. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless Cartpanda, its affiliates, and their respective officers, directors, employees, contractors, successors, and assigns from and against any liabilities, claims, disputes, demands, damages, judgments, losses, costs, expenses, or fees (including reasonable attorneys' and accounting fees) arising out of or relating to: (i) your purchase of, access to, or use of the Products or Services, or (ii) your violation of these Terms.

19. INTELLECTUAL PROPERTY

19.1 You acknowledge and agree that Cartpanda is and will remain the sole and exclusive owner of all patents, utility models, industrial designs, copyright, trademarks, trade dress, rights over new creations, trade secrets, software, integrated circuits, domain names, and all other rights related to copyright, industrial property, and exclusive rights over intangibles of any kind, in any jurisdiction (including any application for registration thereof), covering also inventions, manifested idea, expressed concept, discovery, development, research, technology, intellectual work, industrial secret, software and/or its source code and object code, firmware, content, audiovisual material, tools, processes, techniques, know-how or technical knowledge, data, plans, devices, appliances, specifications, drawings, prototypes, circuits, layout, new inventions, algorithms, programs, codes, documentation or any other tangible or intangible material or information, whether or not it has been protected as a patent, copyright, trademarks, or in any other way protected (including all its versions, modifications, improvements, and derivative works every invention, discovery, enhancement, invention, process, software, utility model, artwork and other works protected by copyright, industrial design and/or trademark, especially, but not limited to, intangibles and intellectual property rights in and to the Services and all related intellectual property rights.

19.2 The Cartpanda family of trademarks, service marks, and other marks of indicia, including all related names, logos, product names, designs, and slogans, are trademarks of Cartpanda or its affiliates or licensors. You may not use such marks without the prior written permission of Cartpanda.

19.3 Pursuant to these Terms, Cartpanda grants You a non-exclusive, non-sublicensable, revocable license entitling You to use the Site, including the web server, computers, and networks available at Cartpanda, used to make such website available for purposes set out in these Terms, solely for the purpose of making Transactions. All rights not granted herein are reserved.

20. GOVERNING LAW AND JURISDICTION. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and in accordance with the laws of the State of Delaware, without regard to its conflict of law’s provisions. Except as otherwise expressly set forth in Section 20 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that You and Cartpanda are not required to arbitrate will be the state and federal courts located in Delaware, and You and Cartpanda each waive any objection to jurisdiction and venue in such courts.

21. DISPUTE RESOLUTION

21.1 Mandatory Arbitration of Disputes. We each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding basis. You and Cartpanda agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that You and Cartpanda are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

21.2 Exceptions. As limited exceptions to Section 20.1 above: (i) We both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) We each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of Our intellectual property rights.

21.3 Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where You live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

21.4 Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and We won’t seek to recover the administration and arbitrator fees We are responsible for paying unless the arbitrator finds your Dispute frivolous. If We prevail in arbitration, We’ll pay all of Our attorneys’ fees and costs and won’t seek to recover them from You. If You prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

21.5 Injunctive and Declaratory Relief. Except as provided in Section 20.2 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that You or We prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

21.6 Class Action Waiver. YOU AND CARTPANDA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

21.7 Severability. With the exception of any of the provisions in Section 21.6 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

22. MISCELLANEOUS

22.1 You may not assign or transfer any of your rights or delegate any of your obligations under these Terms without Our prior written consent. Any purported assignment or delegation in violation of this Section 21 is null and void. Cartpanda may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assignees.

22.2 The failure by Us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Cartpanda. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

22.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than You. If any provision of these Terms is declared void, illegal, invalid, or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

22.4 These Terms constitute the entire and exclusive understanding and agreement between Cartpanda and You regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Cartpanda and You regarding the Services.

22.5 Cartpanda does not provide legal (including tax advice), accounting nor financial advice to You. Accordingly, You are the only responsible for determining and paying your own taxes, complying with all applicable laws, and are solely responsible for retaining your own legal counsel and accounting, financial, tax and other advisors of your choice.

22.6. Informal-language summaries and/or guidance provided electronically (such as by email or support) regarding these Terms may be provided solely for convenience, but they are not legally binding.

23. NOTICES. We may provide any notice to You under these Terms by sending a message to the email address you provide or by posting to the Site. Notices sent by email will be effective when We send the email, and notices We provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

24. TERMINATION

24.1 These Terms will take (re-take) effect at the time You accept, download, or begin using the Services, whichever is earliest.

24.2 These Terms will terminate automatically if: (i) You fail to comply with any of the Terms; or (ii) You cease all use of the Services. Termination in such event(s) will be effective without notice. In addition, Cartpanda may in its sole discretion terminate these Terms or suspend or termination your access to and use of the Services, including cancelling any order for Products, at Our sole discretion and at any time and without notice to You. Upon termination of these Terms, any and all of Your right(s) to use the Site and Services shall immediately cease.

24.3 Upon any termination, discontinuation, or cancellation of the Services, the following Sections will survive: 2, 9, 10 (only for payments due and owing to Cartpanda prior to the date of termination), 11, 16, 18, 19, 20, 21, 22, 23, 24, 25, Annex I, Annex II, the last sentence of 24.2, and 24.3.

25. CONTACT INFORMATION. If You have any questions about these Terms or the Services, please contact Cartpanda at support@cartpanda.com.

ANNEX I - ADVERTISEMENT

ADVERTISING RULES AND RESTRICTIONS

1. GENERAL RESTRICTIONS.

In addition to Supplier’s obligations, no marketing content published or otherwise distributed by Supplier shall:

a) contain content that is an invasion of privacy, degrading, libelous, unlawful, deceptive, profane, obscene, pornographic, tends to ridicule or embarrass, or is in bad taste, at the sole discretion of Cartpanda;

b) spawn malicious, false, or deceptive pop-ups or exit pop-ups;

c) generate Leads that are not initiated by the affirmative acts of a Buyer;

d) promote any illegal activity, including, without limitation, gambling, illegal substances, software piracy, or hacking;

e) promote violence, discrimination based on protected characteristic, sexual content, alcohol, tobacco, prescription or over-the counter drugs; or

f) spoof, or redirect, traffic to or from any adult-oriented web sites or other web sites not specifically designated by Cartpanda, as a landing page.

g) incentivize lead generation by offering incentives, including, but not limited, points, rewards, cash, or prizes, to Buyers in return for their response to a promotion;

h) use surveys;

i) serve advertisements, or drive traffic to advertisements, using any adware, spyware, plug-ins, popups, pop-under technologies, or similar downloadable applications, or use offer walls of any kind unless authorized by Cartpanda;

j) not use malware, cloak the IP addresses, or generate proxy server traffic;

k) infringe intellectual property or personal rights of any third party, (including any variations or incorrect spellings of third-party brands and/or brand names in any domain names, usernames, or other descriptions); or

l) engaging in consumer fraud, banking fraud, credit card fraud, sending unwanted advertising (spamming), or other illegal sales activities that violate applicable provisions of law.

m) use any synthetic, AI-generated, or deepfake content in violation of Section 7.3 of these Terms and Cartpanda’s Advertising & Media Policy;

The Suppliers acknowledges and agrees to comply with Cartpanda’s Advertising & Media Policy, which is available publicly at https://cartpanda.com. This Policy is hereby incorporated by reference into these Terms. The Supplier further represents that it has read and understood the terms of the Advertising & Media Policy and agrees to be fully bound by its obligations, restrictions, disclosure requirements, and enforcement mechanisms.

All obligations under this Annex also apply to any third party (including affiliates or marketing agents) acting on behalf of the Supplier. Supplier are fully liable for the actions of such third parties as if performed by themselves.

Supplier, Affiliates, or third parties may report suspected violations of this Policy via our reporting form: Flag Content or by sending an email to report@cartpanda.com.

2. ADVERTISING RULES.

Suppliers shall only advertise their Products using the marketing channels permitted by Cartpanda.

a) Email Advertising.

When using email as an advertising or promotional method, Suppliers shall comply with the following Email Content Requirements and Email Suppression and Monitoring Requirements:

a. Email Content Requirements. Suppliers shall ensure that:

i. emails comply with all applicable statutes, including CAN-SPAM (15 U.S.C. § 7701) and all state anti-spam laws such as California Business & Professions Code § 17529. If Suppliers sends emails to Canadian or European Union email addresses or email addresses corresponding to Canadian or European Union users, Suppliers shall comply with all applicable international, federal, state and local laws, rules, and regulations including but not limited to Canada’s Anti-Spam Legislation and the General Data Protection Regulation 2016/679.

ii. emails have accurate email header information (including source, destination, date and time, and routing information) and accurate, non-misleading subject lines and from lines.

iii. emails include an originating email domain name that is openly and accurately registered to the person or entity who transmitted the message. The use of an originating email domain name that is privately registered, or registered with information this is false, fails to identify the person or entity who transmitted the email message or fails to provide accurate contact information for the person or entity who transmitted the email message, is prohibited. Suppliers must not use email accounts or domain names that use information that falsifies the identity of the registrant.

iv. emails include a clear and conspicuous identification that the message is an advertisement or solicitation. Such an identification shall state “This is an advertisement”.

v. emails include (a) clear and conspicuous notice of the recipient’s right to opt-out of receiving future emails; and, (b) a functioning return email address or other internet-based mechanism that a recipient may use to make such an “opt-out” request. Such a notice shall state:

This is an advertisement. If you would prefer not to receive future marketing messages from us, click here or write to [Company Name], [Street Address], [City], [State] [Zip Code].

acceptable methods include (a) having an unsubscribe link in each email delivered which is unique to the recipient, (b) having a link to a non-password protected website where the individual can “opt-out” from receiving further email solicitations from Supplier, or (c) allowing the recipient to respond to a functioning return electronic email address with a message that is either blank or has “Unsubscribe” in the subject line. In every case, the unsubscribe process must be both easy to use and effective. The opt-out mechanism must remain active for at least thirty days from the date of the email.

vi. emails include Supplier’s valid postal address.

b. Email Suppression and Monitoring Requirements.

i. all emails sent by Suppliers shall be delivered only to addresses on email lists owned or managed solely by Supplier. Suppliers represents and warrants that the recipients of all email addresses used in connection with the Terms have manifested affirmative, direct consent to receive commercial emails from Supplier. Suppliers agrees that, within twenty-four (24) hours of Cartpanda’s request, Suppliers shall provide, at a minimum, the following subscriber sign-up and registration data for any email address to which any email is sent: (a) subscriber’s IP address; (b) date and time of subscriber’s sign-up/registration; (c) location and URL of website of subscriber’s sign-up and registration; and the email address and other information submitted by subscriber at the time of sign up.

ii. Suppliers shall provide Cartpanda with a list of all email addresses associated with recipients who have “opted-out” or requested that Suppliers stop sending emails to that recipient (“Suppression List”).

iii. all unsubscribe requests must be honored within ten (10) days from receipt of request. Suppliers (as applicable) shall maintain electronic or tangible records confirming the removal of such emails from email lists for verification by Cartpanda.

iv. Suppliers is responsible for any sending of email messages as well as proper usage of the Suppression List.

v. Suppliers must not sell, lease, exchange or otherwise transfer or release any opt-out email address on the Suppression List or as otherwise collected, except as required by law. The Suppression List shall be considered Confidential Information.

vi. Suppliers must not send email messages to email addresses that have been improperly obtained, including addresses harvested from the Internet without consent and randomly generated addresses.

vii. Suppliers must not send email messages from accounts obtained using scripts or other automated means of registering for multiple email accounts.

viii. Suppliers must not send emails for the purpose of harvesting the email addresses in order to send future unsolicited emails.

ix. upon request from Cartpanda, Suppliers shall immediately stop sending any emails that contain a particular advertisement or advertising material.

x. prior to any emailing, Suppliers must scrub against the applicable suppression files, and thereafter Suppliers must scrub against the applicable suppression files at least every seven days.

c. Phone and Text Message Advertising.

Suppliers shall not send or use text messages or telephone calls, SMS, MMS messages (including any telephone calls using prerecorded voice or sending “ringless voicemails”) unless Cartpanda provides its prior express written permission, in which case Suppliers shall comply with each of the following requirements:

a. Suppliers shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations and codes concerning telemarketing and text message marketing, including but not limited to including, but not limited to the Telephone Consumer Protection Act (47 C.F.R. § 227) (“TCPA”), the Telemarketing and Consumer Fraud and Abuse Prevention Act (15 U.S.C. §§ 6101-6108), the Telemarketing Sales Rule (16 C.F.R. Part 310), Federal Communications Commission rules implementing the TCPA and court decisions interpreting the TCPA, and all federal and state “Do Not Call” laws, rules, and requirements.

b. Suppliers shall obtain “prior express written consent” from every recipient to which it places any telephone call or sending any text messages, as that term is defined under the TCPA, TSR, and decisions and orders issued by the Federal Communications Commission and interpreting courts.

c. Suppliers shall not place any calls to telephone numbers listed on the U.S. national Do Not Call list and all state Do Not Call lists, as well as any other lists that may be provided by Cartpanda.

d. Suppliers shall comply with all applicable laws, rules, and requirements concerning disclosures, opt-outs, and revocation of consent.

e. Suppliers shall implement written policies and procedures to comply with applicable laws, rules, and regulations concerning telemarketing.

f. Suppliers shall maintain an internal “Do Not Call” list of consumers who have requested not to receive telephone solicitations from or on behalf of Suppliers and shall not make any outbound calls or send outbound text messages to any telephone numbers or consumers listed on Supplier’s internal “Do Not Call” list. Suppliers shall inform Cartpanda immediately, but in no less than 24 hours, after receiving any “do not call” request from a consumer or revocation of consent to receive telephone calls or text messages concerning Cartpanda, its products, or the services hereunder.

d. Endorsements and Testimonials.

Suppliers are prohibited from using an Endorsement or Testimonial to advertise Products, unless Cartpanda has given prior express written consent.

No Endorsement may involve synthetic content simulating a real person. For detailed prohibitions, consent requirements, and enforcement measures regarding synthetic and AI-generated media, see Section 7.3 of these Terms and Cartpanda’s Advertising & Media Policy.

“Endorsement” or “Testimonial” (collectively “Testimonial”) means any advertising message (including but not limited to Buyers testimonials, celebrity or expert endorsements, blogs, verbal statements, demonstrations, or depictions of the name, signature, likeness or other identifying personal characteristics of an individual or the name, logo or seal of an organization) that Buyers are likely to believe reflects the opinions, beliefs, findings, or experience. This restriction includes the following:

a. Suppliers shall not use any Testimonial unless such Testimonial complies with the Federal Trade Commission’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations).

b. Consistent with this, the Endorser may not use false Testimonials, and all Testimonials must reflect the honest opinions, findings, beliefs and/or experience of the Endorser, and shall not convey an express or implied representation that would be deceptive if made directly by Supplier.

c. Further, no Testimonial may contain representations for which the Supplier does not have substantiation or that would be considered deceptive.

d. If the Testimonial represents that the Endorser uses Supplier’s Product, the Endorser must have been a bona fide user of it at the time the Testimonial was given, and Supplier may use the testimonial only as long as the Supplier has good reason to believe that the Endorser continues to subscribe to the views presented.

e. The advertisement must include a clear and conspicuous disclosure of any material connection between the Supplier disseminating the advertisement and Advertiser. Examples of “material connections” that must be disclosed include, but are not limited to: (i) compensation or consideration (benefits or incentives such as money, loaner products, review items, rewards, points, prizes, free or discounted items or services, promotional items or services, in-kind gifts, samples, coupons, or special access privileges) provided by Supplier.

ANNEX II - PROHIBITED AND RESTRICTED PRODUCTS, ACTIVITIES, AND BUSINESSES

1. SCOPE AND PURPOSE

This Annex II sets forth the categories of products, services, activities, and business types that are prohibited or restricted in connection with the use of Cartpanda’s services (“Services”). Compliance with this Annex II is mandatory for all Suppliers and constitutes a material obligation under the Terms.

Cartpanda maintains an additional and regularly updated list of prohibited products and activities at https://help.cartpanda.com/en-us/article/prohibited-products-and-activities-15b2dj0/ (the “Online Prohibited List”), which is incorporated herein by reference. In the event of any conflict between this Schedule and the Online Prohibited List, the more restrictive provision shall prevail.

Cartpanda reserves the right to update this Annex II and the Online Prohibited List at any time, with or without prior notice, to reflect changes in applicable law, card network rules, payment processor requirements, or Cartpanda’s risk management policies. Continued use of the Services following any such update constitutes acceptance of the revised terms.

2. HIGH-RISK JURISDICTIONS AND PERSONS

2.1 PROHIBITED JURISDICTIONS

Use of Cartpanda’s Services for any dealings, engagement, or sale of goods or services, directly or indirectly, involving the following is prohibited:

(a) Persons located in, resident in, or citizens of, or products or services originating from, jurisdictions that Cartpanda has determined, for legal, contractual, and commercial reasons, to be prohibited, including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions.

(b) Directly or indirectly exporting, re-exporting, selling, or supplying accounting services, trust and corporate formation services, management consulting services, architecture services, engineering services, quantum computing services, information technology consultancy and design services, IT support services, and cloud-based services for enterprise management software and design and manufacturing software to any person located in Russia.

(c) Directly or indirectly dealing in any goods prohibited by law for export to or import from Russia, including luxury goods and items on the Common High Priority Items List.

(d) Directly or indirectly providing advertising services, auditing services, legal advisory services, credit-rating services, market research, or public relations services to any person located in Russia.

2.2 PROHIBITED PERSONS

Persons that Cartpanda has determined, for legal, contractual, and commercial reasons, to be prohibited, including individuals or entities named to a restricted person or party list of, or otherwise restricted by, the United States, United Kingdom, European Union, or United Nations, including the sanctions lists maintained by the U.S. Office of Foreign Assets Control (OFAC), the Denied Persons List or Entity List maintained by the U.S. Department of Commerce, and any other applicable sanctions or export control lists.

3. PROHIBITED BUSINESSES AND PRODUCTS

Suppliers must not use Cartpanda’s Services to offer, market, or sell any of the following. This list is representative and not exhaustive.

3.1 ILLEGAL PRODUCTS AND SERVICES

• Illegal drugs, substances designed to mimic illegal drugs, including kava;

• Equipment and items intended for manufacturing or using drugs;

• Services providing false references or identities;

• Telecommunications manipulation equipment, including jamming devices, TV Box, IPTV, or unregulated streaming services;

• Spyware applications, monitoring software, or tools for unauthorized access to third-party applications or social networks;

• Businesses that engage in, encourage, promote, or celebrate unlawful violence or physical harm to persons or property;

• Businesses that engage in, encourage, promote, or celebrate unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other protected characteristic; and

• Any other products or services in violation of applicable law in the jurisdictions where the Supplier’s business is located or to which it is targeted.

3.2 ADULT CONTENT AND SERVICES

• Pornography and other mature audience content (including literature, imagery, and other media) designed for the purpose of sexual gratification;

• Adult services, including prostitution, escorts, pay-per-view, sexual massages, fetish services, mail-order brides, and adult live-chat features;

• Adult video stores, gentleman’s clubs, topless bars, and strip clubs;

• Any artificial intelligence-generated content that meets the above criteria; and

• Online dating and matchmaking services.

3.3 UNFAIR, DECEPTIVE, OR ABUSIVE ACTS OR PRACTICES (UDAAP)

Acts or practices that contravene rules, laws, regulations, or guidance prescribed by the Federal Trade Commission (FTC), the Consumer Financial Protection Bureau (CFPB), or other applicable consumer regulatory bodies, including but not limited to:

• Pyramid schemes;

• Multi-level marketing services offering commission or recruitment-based sales;

• “Get rich quick” schemes, including investment opportunities or services that promise high rewards to mislead consumers, or sites that promise fast and easy money;

• Businesses that make exaggerated claims, use deceptive or fake testimonials, employ high-pressure upselling, or use false endorsements (with or without a written contract);

• Businesses offering unrealistic incentives or rewards as an inducement to purchase products or services;

• No-value-added services, including the sale or resale of a service without added benefit to the buyer and resale of government offerings without authorization or added value;

• Sales of online traffic or engagement;

• Negative option marketing, negative option membership clubs, and reduced price trials with unclear or hidden pricing;

• Telemarketing;

• Predatory mortgage consulting;

• Predatory investment opportunities with no or low money down;

• Suspicious remote technical support;

• Door-to-door sales;

• Document falsification services;

• Bots, apps, or similar services that promise financial returns;

• Making false or misleading claims, including promises of unrealistic or unverified financial gains; and

• Any other businesses that Cartpanda considers unfair, deceptive, or predatory towards consumers.

3.4 FINANCIAL PRODUCTS AND SERVICES

• ATMs;

• Check cashing;

• Debt collection agencies;

• Funded proprietary trading;

• Money orders and traveler’s cheques;

• Payable-through accounts;

• Peer-to-peer money transmission;

• Selling bearer shares;

• Shell banks;

• Neobanks or challenger banks;

• Insurance (including medical benefit packages not offered by a government or health insurance company); and

• Debt settlement, debt negotiation, and debt consolidation.

3.5 GAMBLING

• Games of chance including gambling, internet gambling, casino games, sweepstakes, contests, and fantasy sports leagues with a monetary or material prize;

• Games of skill including video game and mobile game tournaments or competitions with a monetary or material prize;

• Payments of entry or player fees that promise the entrant or player will win a prize of value;

• Sports forecasting or odds-making with a monetary or material prize;

• Lotteries; and

• Bidding fee auctions.

3.6 CANNABIS AND CONTROLLED SUBSTANCES

• Cannabis products and dispensaries;

• CBD products with THC levels greater than the applicable local jurisdiction’s legal limit, including CBD edibles;

• Hydroponic equipment and other cultivation or production equipment marketed for growing cannabis; and

• Courses and information on cultivating cannabis.

3.7 NUTRACEUTICALS AND PSEUDO-PHARMACEUTICALS

• Pseudo-pharmaceuticals or nutraceuticals that are not safe or make harmful, unsubstantiated, or misleading claims;

• Products aimed at significant weight loss or sexual performance enhancement without adequate scientific substantiation;

• Products making specific health claims (e.g., curing diseases) without FDA approval or adequate scientific evidence; and

• Health-affecting products (pills, supplements, or devices) marketed in the United States without proper FDA compliance.

3.8 WEAPONS, FIREARMS, EXPLOSIVES, AND HAZARDOUS MATERIALS

• Illegal weapons and accessories;

• Improperly marked replicas of modern firearms, including toys;

• Weapon components such as firing pins, magazines, clips, firearm conversion kits, and any 3D-printed weapon;

• Concealed knives and knives with rapid blade deployment mechanisms;

• Swords and katanas (unless used as replicas or for martial arts practice);

• Machetes, pepper spray, and stun guns;

• Toxic, flammable, combustible, or radioactive materials;

• Pesticides requiring application by a certified professional;

• Research chemicals; and

• Products unmailable per the United States Postal Service.

3.9 PRODUCTS AND SERVICES INFRINGING INTELLECTUAL PROPERTY RIGHTS

• Counterfeit goods;

• Illegally imported or exported products;

• Unauthorized sale of branded or designer products or services;

• Sales or distribution of music, films, software, or any other licensed materials without appropriate authorization; and

• Any other products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights of any third party.

3.10 NON-FIAT CURRENCY AND STORED VALUE

• Cryptocurrency mining and staking;

• Initial coin offerings (ICOs);

• Secondary NFT sales;

• Prepaid phone cards, SIM cards, and phone services;

• Sale of stored value or credits maintained, accepted, and issued by anyone other than the seller;

• Sale of in-game currency or game items, unless the merchant is the operator of the virtual world; and

• Preloaded payment cards, gift cards, virtual credits, or other products storing monetary value (digital or physical).

3.11 GOVERNMENT SERVICES

• Offering products and services by or on behalf of embassies and consulates;

• Offering government services without authorization or value-add;

• Offering government services with misleading claims; and

• Disbursement of government economic support, such as grants.

3.12 IDENTITY SERVICES

• Identity theft protection services, including monitoring and recovery.

3.13 LEGAL SERVICES

• Bankruptcy lawyers;

• Bail bonds; and

• Law firms collecting funds for purposes other than legal service fee payment.

3.14 LENDING AND CREDIT

• Loan repayments with credit cards;

• Credit monitoring, credit repair, and counseling services; and

• Any form of loans or financial credit without proper licensing.

3.15 TOBACCO

• Tobacco products including e-cigarettes, cigars, and e-liquid;

• Herbal cigarettes; and

• Production equipment specifically marketed for the production of tobacco products.

3.16 TRAVEL

• Commercial airlines and cruises;

• Charter and private airlines; and

• Timeshare services.

3.17 ADDITIONAL PROHIBITIONS

In addition to the categories set forth above, Cartpanda prohibits certain additional product and service categories based on its internal risk management policies, card network requirements, and applicable law. The complete and up-to-date list of additional prohibited products and activities is maintained at https://help.cartpanda.com/en-us/article/prohibited-products-and-activities-15b2dj0/ (the “Online Prohibited List”), which is incorporated herein by reference. Suppliers are responsible for reviewing the Online Prohibited List regularly and ensuring ongoing compliance.

4. DISCRETIONARY PRE-APPROVAL

Notwithstanding the foregoing, Cartpanda may, at its sole discretion and upon prior written approval, authorize specific Suppliers to operate in product or service categories that would otherwise be prohibited under this Annex, subject to the following conditions:

(a) the Supplier has submitted a written request to Cartpanda identifying the specific product or service category and providing all information reasonably requested by Cartpanda to assess compliance risk;

(b) Cartpanda has conducted enhanced due diligence on the Supplier and the applicable product or service category, including verification of all required licenses, permits, and regulatory approvals;

(c) the Supplier’s operation in such category is consistent with applicable law, card network rules, and the requirements of Cartpanda’s payment processing partners; and

(d) Cartpanda has provided express written approval, which shall specify any additional monitoring requirements, reporting obligations, or conditions applicable to the Supplier’s use of the Services in connection with such category.

Any pre-approval granted under this Section 4 may be modified, suspended, or revoked by Cartpanda at any time, with or without cause, and with or without prior notice. Revocation of pre-approval shall require the Supplier to immediately cease all activity in the applicable category. Failure to do so shall constitute a material breach of these Terms.

5. JURISDICTION-SPECIFIC PROHIBITIONS

In addition to the general prohibitions above, the following jurisdiction-specific prohibitions apply:

5.1 UNITED STATES

• Extended warranties;

• Medical benefit packages not offered by a government or health insurance company;

• Mortgage consulting; and

• Shipping brokers and freight forwarders without prior authorization from Cartpanda.

5.2 BRAZIL

• Genital and nipple jewelry;

• Genital prosthetics; and

• Sex accessories and lifelike sex toys.

6. PROHIBITED USES OF CARTPANDA PRODUCTS

In addition to the product and business restrictions above, the following uses of Cartpanda’s Services are strictly prohibited:

(a) Using Cartpanda products with false, manipulated, inaccurate, or misleading information regarding identity, business entity, nature of business, or any other information requested by Cartpanda. Any changes to personal or business information must be reported immediately;

(b) Using Cartpanda products to facilitate sales on behalf of another undisclosed supplier or for products/services not disclosed in the Supplier’s account application;

(c) Using the Services to manually input card transaction details on behalf of a cardholder, rather than through the standard consumer-facing checkout flow (i.e., use as a virtual terminal);

(d) Processing transactions where no genuine product or service is being sold or delivered to the Buyer, including the use of the Services for card testing (i.e., submitting multiple low-value transactions to verify whether stolen or unauthorized card numbers are active);

(e) Any action intended to evade or circumvent card network chargeback monitoring programs, including but not limited to opening new accounts, fragmenting transaction volume across multiple accounts, or otherwise manipulating data to avoid identification under such programs;

(f) Processing transactions where the Supplier's business address is located outside the jurisdiction of the applicable acquiring entity, unless expressly permitted under applicable card network rules and with Cartpanda's prior written authorization;

(g) Sharing cardholder information with another business for payment or cross-sell of products or services.

(h) Unauthorized use of Cartpanda intellectual property; use of the Cartpanda name or logo in a manner inconsistent with Cartpanda’s usage guidelines or that otherwise harms Cartpanda or the Cartpanda brand.

7.1 MONITORING

Cartpanda maintains ongoing monitoring of Supplier activity, including but not limited to:

• Automated and manual review of product listings, marketing materials, and Supplier websites;

• Transaction monitoring for patterns indicative of prohibited activity, including unusual transaction volumes, high average ticket values, and velocity anomalies;

• Periodic review of Supplier compliance with this Schedule, card network rules, and applicable law; and

• Monitoring of chargeback rates, dispute patterns, and consumer complaint trends.

Cartpanda may engage third-party tools and service providers to support its monitoring activities.

7.2 ENFORCEMENT PROCEDURE

Upon identification of a potential violation of this Schedule, Cartpanda shall apply the following escalation framework:

Level 1 — Warning: Written notice to the Supplier identifying the violation and requiring corrective action within a specified timeframe (typically 5 business days for non-critical violations).

Level 2 — Suspension: If the violation is not remediated within the specified timeframe, or if the violation is material or repeat in nature, Cartpanda may suspend payment processing, withhold Supplier Payments, and/or disable the Supplier’s product listings.

Level 3 — Termination: If the violation persists after suspension, or if the violation involves fraud, illegality, or poses a material risk to Cartpanda, its payment processing partners, or consumers, Cartpanda may terminate the Supplier’s account and access to the Services permanently.

Notwithstanding the above, Cartpanda reserves the right to proceed directly to any enforcement level, including immediate suspension or termination without prior warning, in cases involving fraud, illegality, material risk to consumers, or any activity that could result in fines, penalties, or regulatory action against Cartpanda or its payment processing partners.

8. UPDATES AND MODIFICATIONS

This Annex and the Online Prohibited List may be updated at any time to reflect changes in applicable law, card network rules, payment processor requirements, or Cartpanda’s risk management policies. Suppliers are responsible for reviewing this Annex II and the Online Prohibited List regularly. Continued use of the Services constitutes acceptance of any updates.