Marketplace Vendor Agreement

This Marketplace Vendor Agreement ("Agreement") is entered into between Haitian Community Cares Inc.("HCC"), a Florida nonprofit corporation, and the individual, business, nonprofit organization, entrepreneur, or service provider ("Vendor") participating in the Haitian Community Cares Marketplace ("Marketplace").

By creating a vendor account, listing products or services, accepting payments, or otherwise participating in the Marketplace, Vendor agrees to be bound by this Agreement.

1. Purpose

The Haitian Community Cares Marketplace is designed to connect community members with businesses, entrepreneurs, nonprofits, service providers, and organizations while supporting the mission of Haitian Community Cares Inc.

The Marketplace serves as a platform where Vendors may promote and sell products or services to customers.

HCC provides the technology platform only and is not the seller, manufacturer, distributor, retailer, employer, contractor, or service provider for any transaction conducted through the Marketplace.

2. Vendor Eligibility

To participate in the Marketplace, Vendor must:

• Be at least eighteen (18) years of age.
• Possess legal authority to operate their business or organization.
• Provide accurate and complete registration information.
• Maintain all required licenses, permits, certifications, and registrations.
• Comply with all federal, state, local, and international laws applicable to their business.

HCC reserves the right to approve, deny, suspend, or terminate any vendor application at its sole discretion.

3. Vendor Account Responsibilities

Vendor agrees to:

• Maintain accurate account information.
• Keep login credentials secure.
• Promptly update business information.
• Ensure all listings remain accurate and current.
• Monitor customer inquiries and orders.
• Comply with Marketplace policies.

Vendor is solely responsible for all activities conducted under its account.

4. Products and Services

Vendor is solely responsible for:

• Product quality
• Product safety
• Product descriptions
• Product images
• Pricing
• Service delivery
• Service quality
• Shipping
• Customer support
• Warranties
• Legal compliance

Vendor represents that all products and services listed on the Marketplace:

• Are lawful.
• Are accurately described.
• Do not infringe intellectual property rights.
• Comply with applicable consumer protection laws.
• Are available for purchase when listed.

5. Marketplace Platform Fee

Platform Commission

In consideration for access to the Marketplace, Vendor agrees to pay Haitian Community Cares Inc. a seven percent (7%) platform fee on all completed sales processed through the Marketplace.

The platform fee shall be calculated based on the gross transaction amount before payout to the Vendor.

Example

• Customer Purchase: $100.00
• HCC Platform Fee (7%): $7.00
• Vendor Payout: $93.00

Less any applicable payment processing fees or adjustments.

Purpose of Platform Fee

The platform fee helps support:

• Marketplace operations
• Website maintenance
• Customer support
• Marketing and promotion
• Community outreach
• Technology infrastructure
• Nonprofit programs and services

Fee Authorization

Vendor authorizes HCC to automatically deduct the platform fee from each transaction before distributing payouts.

6. Payment Processing

Payments may be processed through third-party payment processors selected by HCC.

Vendor acknowledges that:

• Payment processors maintain separate terms and conditions.
• Processing fees may apply.
• Payment processors may hold, delay, reverse, or reject transactions.
• HCC is not responsible for payment processor actions.

Vendor agrees to comply with all applicable payment processor requirements.

7. Vendor Payouts

Vendor earnings will be paid according to the payout schedule established by HCC.

HCC reserves the right to:

• Delay payouts for fraud prevention.
• Investigate suspicious transactions.
• Withhold funds during dispute investigations.
• Offset refunds or chargebacks.
• Suspend payouts during policy violations.

Vendor is responsible for providing accurate payment information.

8. Refunds and Chargebacks

Vendor is responsible for resolving customer disputes related to:

• Product quality
• Product defects
• Service dissatisfaction
• Delivery issues
• Misrepresentations

If a refund or chargeback occurs, HCC may deduct the amount from future payouts.

HCC reserves the right to assist in dispute resolution but is under no obligation to do so.

9. Tax Responsibilities

Vendor is solely responsible for:

• Sales taxes
• Income taxes
• Payroll taxes
• Business taxes
• Regulatory filings
• Required reporting obligations

HCC does not provide tax, accounting, or legal advice.

10. Prohibited Products and Services

Vendor may not list or promote:

• Illegal products
• Counterfeit goods
• Stolen property
• Weapons or ammunition
• Controlled substances
• Fraudulent services
• Adult content
• Hate speech
• Discriminatory content
• Products violating intellectual property rights
• Products prohibited by applicable law

HCC may remove listings immediately without notice.

11. Customer Relationships

Vendor acknowledges that all sales are made directly between Vendor and Customer.

Vendor is solely responsible for:

• Customer support
• Order fulfillment
• Returns
• Warranties
• Service delivery
• Customer complaints

HCC is not a party to any transaction.

12. Intellectual Property

Vendor retains ownership of its:

• Trademarks
• Logos
• Product images
• Marketing materials
• Copyrights

Vendor grants HCC a non-exclusive, royalty-free, worldwide license to display, reproduce, market, and promote Vendor content for Marketplace operations and promotional purposes.

13. Marketing and Promotion

Vendor authorizes HCC to:

• Feature listings on the Marketplace.
• Promote Vendor products and services.
• Include Vendor content in newsletters.
• Use Vendor business names and logos for Marketplace marketing.

No additional compensation shall be owed for such promotional activities.

14. Representations and Warranties

Vendor represents and warrants that:

• All information provided is accurate.
• Vendor has authority to enter this Agreement.
• Products and services comply with applicable laws.
• Listings do not infringe third-party rights.
• Vendor will operate in good faith.

15. Marketplace Disclaimer

HCC provides only a technology platform.

HCC does not:

• Manufacture products.
• Provide Vendor services.
• Guarantee sales.
• Guarantee customer satisfaction.
• Verify all Vendor claims.
• Guarantee product quality.
• Guarantee delivery performance.

All Marketplace transactions occur solely between Vendor and Customer.

16. Indemnification

Vendor agrees to defend, indemnify, and hold harmless Haitian Community Cares Inc., its officers, directors, employees, volunteers, affiliates, contractors, and agents from any claims, damages, liabilities, losses, costs, or expenses arising from:

• Vendor products
• Vendor services
• Vendor conduct
• Customer disputes
• Legal violations
• Intellectual property claims
• Breach of this Agreement

17. Limitation of Liability

To the fullest extent permitted by law, Haitian Community Cares Inc. shall not be liable for:

• Lost profits
• Lost revenue
• Business interruption
• Consequential damages
• Incidental damages
• Special damages
• Indirect damages

arising from Marketplace participation.

HCC's maximum liability shall not exceed the total platform fees paid by Vendor during the twelve (12) months preceding the claim.

18. Term and Termination

This Agreement remains in effect while Vendor participates in the Marketplace.

HCC may suspend or terminate Vendor participation at any time for:

• Policy violations
• Fraudulent activity
• Misrepresentation
• Customer complaints
• Non-payment of fees
• Violation of law

Vendor may terminate participation by closing its Marketplace account.

Termination does not eliminate outstanding obligations.

19. Modifications

HCC may modify this Agreement from time to time.

Updated versions will be posted on the Marketplace.

Continued participation after changes become effective constitutes acceptance of the revised Agreement.

20. Governing Law

This Agreement shall be governed by and interpreted under the laws of the State of Florida without regard to conflict of law principles.

Any legal action arising from this Agreement shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida.

21. Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22. Contact Information

Haitian Community Cares Inc.
2125 Biscayne Blvd, Suite 303
Miami, FL 33137
Phone: (305) 482-1528
Email: info@haitiancommunitycares.com
Website: www.haitiancommunitycares.com

By registering as a Vendor, creating a Marketplace account, listing products or services, or accepting payments through the Marketplace, Vendor acknowledges that they have read, understood, and agree to be bound by this Marketplace Vendor Agreement.