v 1.2 - Last Updated: July 7, 2026
This Supplier Agreement ("Agreement") is entered into by and between MarketNation, Inc., a Delaware corporation doing business as +Shop and Shop with Purpose ("+Shop," "MarketNation," "we," "us," or "our"), and the person or business that submits a supplier application, creates a Supplier Account, checks an "I agree" box, submits products for review, accepts an order, or otherwise participates as a supplier on the +Shop platform ("Supplier," "you," or "your").
This Agreement is effective as of the earliest date Supplier creates a Supplier Account, submits a supplier application, checks an "I Agree" box, submits products for sale, accepts an order, receives access to the Supplier Portal, ships products, or receives payment from +Shop.
NOTE: Notwithstanding the foregoing, any separate written supplier agreement executed between the parties shall supersede and control over the terms of this clickwrap agreement to the extent of any conflict.
If you accept this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
+Shop operates an e-commerce retail platform (plus.shop and shopwithpurpose.com) that enables individuals, nonprofits, schools, influencers, and mission-aligned organizations ("Shopkeepers") to operate customizable storefronts ("+Shops") driven by their audiences. Each +Shop is pre-stocked with products sourced from MarketNation's connected distributors and, through this Agreement, approved Suppliers.
Supplier desires to list products on the +Shop platform, and +Shop desires to purchase, source, list, market, resell, and arrange fulfillment of those products. +Shop is the merchant of record for all shopper purchases. Supplier's role is to provide approved products and fulfill orders accurately, promptly, and professionally.
This Agreement governs Supplier's role as a supplier only — including product submission, approval, listings, order fulfillment, shipping, returns, refunds, payouts, quality standards, confidentiality, data privacy, and related obligations.
The following terms have the meanings set forth below throughout this Agreement:
+Shop
Submitting a supplier application does not guarantee approval. +Shop reviews each application and aims to respond within 2–3 business days, though high-volume periods may take longer. By submitting, you confirm that all information provided — including business name, contact details, and product categories — is accurate and complete.
+Shop may consider product quality, fulfillment capability, brand fit, mission alignment, legal compliance, category suitability, operational readiness, and other marketplace factors. +Shop may approve, reject, pause, or request changes to any application in its discretion.
Suppliers are a fit if they:
Sell physical goods, digital downloads, or virtual products that are ready to ship or fulfill;
Can fulfill orders themselves (pack, ship, and submit tracking);
Align with at least one social cause or reflect responsible business practices;
Can tell a real, specific story about who they are and what they do.
We do not accept:
Counterfeit goods or products that violate intellectual property rights;
Unsafe products, products subject to recall, or products failing applicable safety or labeling requirements;
Pure dropshipping arrangements where Supplier does not own, handle, or control inventory;
Products that conflict with +Shop's mission (we will be transparent if this applies);
Products that are illegal, expired, restricted, regulated, or age-gated without full prior disclosure and written approval.
If an application is not approved, +Shop will provide a reason by email. Supplier may reapply after addressing the reason for rejection. +Shop may reject, suspend, or terminate a Supplier Account if Supplier, Supplier's products, or Supplier's conduct are determined unsuitable for the platform.
The account owner is the person or entity that submits the supplier application or creates the Supplier Account. The account owner is responsible for all activity in the Supplier Account, including activity by employees, contractors, and invited team members.
Supplier may invite team members to access the Supplier Portal where functionality is available. Supplier is responsible for determining access, assigning permissions, monitoring account activity, and removing access when no longer needed.
Supplier must keep login credentials secure. Supplier must promptly notify +Shop Supplier Support if an account, password, or portal access has been compromised.
+Shop may suspend, restrict, or revoke Supplier Portal access if +Shop reasonably believes there is unauthorized access, account misuse, fraud risk, data security risk, or breach of this Agreement.
Supplier may submit Products for review through the Supplier Portal. +Shop has sole discretion to approve, reject, remove, pause, or request changes to any Product listing. Products are not live until approved by +Shop.
For each approved Product, Supplier must provide accurate and complete information, including:
• Product name, brand, SKU, UPC, or other identifiers;
• Descriptions, specifications, ingredients, materials, dimensions, sizing, colors, variants, images, and care instructions;
• Country of origin, certifications, warnings, safety information, and intended use;
• Warranty terms, expiration dates, best-by dates, shelf-life limitations, and storage requirements;
• Wholesale Price, Suggested Retail Price, Shipping & Handling, and any applicable pricing restrictions;
• Inventory availability, fulfillment location, and return eligibility;
• All legal, regulatory, safety, labeling, age, shipping, or geographic restrictions.
Supplier is responsible for keeping Product information current and must promptly notify +Shop of any material changes.
Once a product is live, certain fields (such as Wholesale Price and product type) may be restricted to protect order accuracy. Supplier may update other fields (description, images, inventory) through the Supplier Portal.
+Shop may remove or pause any listing at any time if +Shop has a reasonable concern about quality, accuracy, safety, intellectual property, compliance, or mission alignment. +Shop will provide a reason and, where reasonable, an opportunity to correct the issue.
Supplier may not submit, list, sell, or ship any Product that is illegal, counterfeit, unsafe, recalled, expired, infringing, or prohibited by +Shop policy. Listing a prohibited product is a material breach of this Agreement.
Product images must accurately represent the physical item and meet +Shop quality standards. All primary product images must show the actual item against a neutral background that is clean, uncluttered, and free from props or staging that materially misrepresents the product.
Images submitted for any Product listing may not contain:
promotional text overlays or price callouts;
external website URLs or links to off-platform destinations;
watermarks not approved by +Shop in writing;
competitor branding or trademarks; or
any other content intended to redirect shoppers away from the +Shop platform.
Supplier is responsible for ensuring that all listing content — including images, copy, specifications, and any supplemental media — is accurate, current, and consistent with the physical product. +Shop may remove, reject, or pause any listing with images that are low-resolution, misleading, materially inconsistent with the actual product, or otherwise unsuitable for the platform, and will provide notice where commercially reasonable.
Supplier represents and warrants that all Products supplied under this Agreement:
• Are genuine, authentic, new, and not counterfeit (unless +Shop expressly approves another condition in writing);
• Match the Product listing, images, description, specifications, and all information represented to +Shop and the shopper;
• Are safe, merchantable, fit for their ordinary intended use, and free from material defects;
• Are properly labeled, packaged, sealed, stored, handled, and documented as required by applicable law;
• Do not infringe any intellectual property, privacy, publicity, or other third-party rights;
• Are sourced, manufactured, stored, and shipped in compliance with all applicable laws, regulations, and industry standards;
• Are not subject to any recall, safety notice, or legal restriction unless fully disclosed to and approved by +Shop in writing;
• May be lawfully sold and shipped to shoppers in applicable destination jurisdictions.
Supplier may not substitute Products, colors, sizes, models, or variants without +Shop's prior written approval.
Certain product categories require additional documentation, regulatory certifications, or prior written approval before product listings will be approved on the platform. Required certifications vary by category and include, without limitation:
Foods, Beverages, and Consumables: Active FDA Food Facility Registration (FFR) number and matching DUNS number; current Good Manufacturing Practices (cGMP) documentation and HACCP or HARPC hazard analysis; digitized packaging showing the FDA Nutrition Facts panel, net weight, and allergen disclosures compliant with FALCPA; and proof of minimum shelf-life compliance (see Section 6.2).
Children's Products (Ages 12 and Under): Children's Product Certificate (CPC) and laboratory test reports from a CPSC-accepted third-party testing facility covering physical safety, lead, phthalates, and choking hazards; and permanent tracking labels on packaging detailing production location and date.
Cosmetics, Skincare, and Personal Care: FDA Facility Registration number; proof of compliance with the Modernization of Cosmetics Regulation Act (MoCRA); Certificate of Analysis (CoA) demonstrating passing results for microbial contamination and heavy metal thresholds; and clear photographs of packaging displaying the complete ingredient panel and allergen warnings.
Dietary Supplements and OTC Topicals: FDA Food Facility Registration; GMP Certification matching the production facility; and a third-party Certificate of Analysis from an ISO/IEC 17025-accredited laboratory confirming ingredient identity, purity, and absence of contaminants. Listings may not include illegal medical claims (e.g., "cures" language); structure/function claims must carry the required FDA disclaimer.
Electronics, Batteries, and Power Supplies: UL or ETL safety certification (e.g., UL 62368-1 for audio/video/data electronics); UN 38.3 Test Summary for any product containing standalone or embedded lithium-ion batteries; and FCC Grant of Equipment Authorization for any wireless or radio-frequency device.
Medical Devices and Personal Safety Equipment: FDA 510(k) Premarket Notification Clearance or appropriate FDA Establishment Registration; and General Certificate of Conformity (GCC) for general safety products.
Pesticides, Herbicides, and Products with Environmental Claims: EPA Registration Number or EPA Establishment Number. Products marketed with terms such as "biodegradable," "compostable," or "100% organic" must provide valid supporting certifications (e.g., USDA Organic, FSC, or ASTM D6400 test results) to substantiate those claims.
Supplier must upload required certifications through the Compliance section of the Supplier Portal before submitting any Product in a regulated category. Approval of a listing does not constitute a determination by +Shop that the Product complies with all applicable law. Supplier remains solely responsible for regulatory compliance. Submitting a regulated Product without required documentation is a material breach of this Agreement.
Supplier of perishable, consumable, or time-sensitive Products must ensure that each unit tendered to a carrier has a minimum of 45 days (or 30% of the product's total shelf life, whichever is greater) remaining before its expiration or "Best By" date at the time of carrier handoff.
Supplier must maintain a warehouse management system capable of tracing individual lot or batch numbers for each order to enable effective product recalls. Supplier must cooperate fully with +Shop in any recall investigation and provide lot traceability records upon request within 24 hours.
Supplier sets the Wholesale Price and Shipping & Handling for each Product. Supplier may also provide a Suggested Retail Price as guidance. +Shop sets the Retail Price at approval, considering Supplier's suggestion, competitive pricing, category norms, and platform economics.
Supplier's share of every sale:
Is Wholesale Price + S&H for the units sold, less any reversals from refunds, returns, or chargebacks;
Is computed before the Platform Margin — it is never reduced by how the Platform Margin is allocated;
Remains fixed regardless of which +Shop the sale occurs in, whether a Shopkeeper earns a commission, or whether a charitable donation is made.
If +Shop ever introduces a new fee class that would affect Supplier's share (e.g., a chargeback fee or payout-rail fee), +Shop will provide advance notice and update this Agreement before charging it.
The Platform Margin (the difference between Retail Price and Supplier Share) funds platform operations and may be allocated among MarketNation, partnering organizations, and +Shop operators or nonprofit beneficiaries. Supplier is not a party to how the Platform Margin is allocated. Changes to Platform Margin allocation do not change Supplier Share.
MarketNation's mission is that every sale advances a social cause — either through a direct donation to a nonprofit (nonprofit-mode +Shop) or through verified commission earnings to a mission-aligned Shopkeeper (for-profit-mode +Shop). Supplier's products may appear in either type of +Shop. Supplier's Share remains Wholesale Price + S&H regardless of mode.
Supplier may not represent to shoppers or third parties that Supplier is making a charitable donation, that purchases are tax-deductible, or that Supplier is directly fundraising for a nonprofit, unless expressly approved by +Shop in writing.
Supplier may request Wholesale Price or S&H changes by providing at least 30 days' notice through the Supplier Portal. Price changes will not apply to orders already accepted. +Shop may pause or remove any Product if a requested price change makes the Product unsuitable for the platform.
+Shop will submit orders to Supplier through the Supplier Portal, email, API, or another approved process. Supplier must review and confirm each order within 1 business day after receipt, unless a different timeframe is agreed in writing.
Fulfillment is currently manual: Supplier packs, ships, and submits tracking. Unless otherwise approved by +Shop in writing, Supplier must ship accepted orders and submit valid carrier tracking within 1-2 business days after receiving the order.
Supplier must pick, pack, and ship each order accurately, professionally, and in a manner that creates a trustworthy shopper experience. Supplier must use reliable carriers and commercially reasonable shipping methods appropriate for the Product.
Submitting a valid tracking number and carrier is Supplier's most important fulfillment obligation — it is what tells the customer their order has shipped. Supplier may correct a tracking number after submission via the order detail page. Repeatedly submitting invalid, placeholder, or test tracking numbers is grounds for suspension and a material breach of this Agreement.
Supplier must maintain sufficient inventory for listed Products and keep inventory counts current. Supplier must promptly notify +Shop of any stockout, backorder, discontinued Product, or material change in inventory. Repeated oversells or missed shipments may affect Supplier's standing on the platform.
Supplier may only use customer shipping and order information to fulfill the specific order in question. Supplier may not market to shoppers, reuse shipping addresses, or share customer information with third parties except as required to fulfill the order (e.g., the shipping carrier).
Supplier may not include invoices, pricing information, marketing inserts, coupons, QR codes, promotional materials, discount codes, or URLs intended to redirect shoppers away from +Shop, unless approved by +Shop in writing.
All outbound shipments must use clean, professional, and neutral outer packaging. Supplier may not use shipping boxes, mailers, or materials that display:
competitor trademarks, branding, or logos;
Supplier's own corporate branding on the exterior of the package, unless approved by +Shop in writing; or
any external markings, labels, or printed materials designed to identify the shipment as originating from a party other than +Shop or to undermine the shopper's experience of the +Shop brand.
Supplier acts as the fulfillment arm of +Shop. Packaging that discloses an unauthorized brand identity, promotes a third party, or otherwise damages shopper trust in the +Shop platform is a violation of this Agreement and may result in corrective action or suspension under Section 21.
+Shop is responsible for managing shopper-facing customer service, return requests, refund decisions, and customer communications, unless otherwise agreed in writing. Customers contact +Shop, not Supplier, for refund or return requests.
For returnable products, the standard customer return window is 30 days from delivery, unless +Shop agrees to a different window for a specific product category. While an order is within the return window, Supplier's share stays in Earned-Pending status.
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When the Refund Happens |
What Happens to Supplier's Share |
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Before Supplier ships |
Reversed. No earnings on the order. |
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After Supplier ships, within the return window |
Reversed. If already paid, +Shop may recover via offset, hold, or invoice. |
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After the return window, before disbursement |
Reversed. Earned-Pending balance reduces accordingly. |
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After disbursement |
+Shop may recover via offset against future payouts, balance hold, or invoice to Supplier. |
Supplier is responsible for the cost of returns, refunds, replacements, and related shipping when caused by:
Defective, unsafe, expired, or non-compliant Products;
Products damaged due to Supplier's packaging or handling;
Incorrect, missing, or substituted Products;
Products that do not match the listing;
Late shipment or failure to ship;
Any breach of this Agreement by Supplier.
If a shopper disputes a charge with their bank or payment processor, +Shop will notify Supplier and may request evidence (proof of shipment, tracking, photos, customer communication). Supplier must cooperate in good faith. Chargeback financial responsibility follows the refund logic in Section 9.3.
When +Shop requests Supplier's cooperation on a customer support ticket, chargeback dispute, product quality investigation, or evidence submission, Supplier must provide a substantive response within 24 hours of receiving the request. Required evidence may include, without limitation, carrier tracking documentation, proof of delivery confirmation, order photographs, packaging logs, or product compliance records.
Failure to respond within the 24-hour window may prevent +Shop from mounting an effective defense of the customer claim or chargeback. In such cases, the resulting refund, chargeback, or dispute liability will be allocated to Supplier in accordance with the applicable provisions of this Agreement, including Sections 9.3 and 9.4.
Supplier's share of each completed order is Wholesale Price + S&H for the units sold, less any reversals from refunds, returns, chargebacks, or adjustments permitted under this Agreement. Supplier's share is fixed and does not change based on how Platform Margin is allocated downstream.
The Supplier Portal displays the following ledger statuses:
Earned-Pending — Order placed and Supplier's share calculated, but not yet payable (not shipped, return window active, or a hold applies).
Available — Supplier's share is payable and will be included in the next payout cycle.
Disbursing — Payout has been initiated but not yet fully settled.
Paid — Payout has been completed.
Reversed — Order or Supplier's share has been reduced due to cancellation, refund, chargeback, or other reversal.
Supplier's share moves from Earned-Pending to Available once the order has shipped, valid tracking has been provided, the return window has elapsed, and the order is not subject to refund, chargeback, fraud review, or other hold.
Supplier may select from payout schedules available in the Supplier Portal:
Monthly — available immediately upon approval;
Bi-weekly — available immediately upon approval;
Weekly — available after Supplier has maintained an account in good standing for at least 3 months.
The default minimum payout threshold is $50. If Supplier's Available balance is below the minimum at the end of a payout cycle, the balance rolls forward to the next cycle.
Supplier may receive payouts via ACH bank transfer, as available in the Supplier Portal. Supplier is responsible for keeping payout details current. +Shop encrypts payout details and displays only the last 4 digits. Payouts are made in U.S. dollars.
If a payout transfer fails, +Shop will retry and contact Supplier. Repeated failures may pause payouts until valid details are provided. +Shop may hold, reverse, or offset amounts associated with cancellations, refunds, chargebacks, fraud concerns, unresolved disputes, or Supplier's breach of this Agreement.
Supplier is responsible for all taxes on amounts paid to Supplier, including income taxes and any other taxes applicable to Supplier's business, employees, contractors, facilities, inventory, or operations.
Supplier must provide a valid W-9, W-8, EIN, Tax ID, or other required tax documentation before receiving payouts. +Shop may withhold payouts until required tax information is provided. +Shop issues 1099-NEC forms to U.S. suppliers who reach the IRS reporting threshold (currently $600 per calendar year).
+Shop acts as the Merchant of Record for all shopper purchases and is responsible for collecting and remitting applicable U.S. sales tax. Supplier does not need to collect or remit U.S. sales tax on orders placed through +Shop. If a tax authority contacts Supplier about sales tax on a +Shop order, Supplier should refer the matter to +Shop Supplier Support.
International suppliers and cross-border tax obligations (VAT, GST, duties, customs) are subject to separate approval and may require additional terms.
Supplier retains ownership of all trademarks, brand assets, product designs, images, copy, and other content submitted. Nothing in this Agreement transfers ownership of Supplier's intellectual property to +Shop.
Supplier grants +Shop a non-exclusive, royalty-free, worldwide license to use Supplier's product names, trademarks, logos, images, descriptions, videos, packaging, and related content solely to list, market, promote, sell, and support Supplier Products through +Shop and related channels — including any +Shop operated by a nonprofit or verified mission-aligned Shopkeeper.
This license includes the right to format, crop, resize, or adapt content for platform display, marketing, accessibility, or compliance purposes, without materially misrepresenting the Product. The license continues while listings are active and for a reasonable wind-down period not to exceed 90 days after removal.
The +Shop platform, code, brand, designs, and trade dress remain MarketNation's property. Supplier may not scrape, mirror, reverse-engineer, or redistribute the Supplier Portal or any non-public part of the platform. Supplier may not use +Shop's name, trademarks, logos, or platform materials without prior written approval.
If a third party claims that a Supplier product or content infringes their rights, +Shop may remove the listing while the claim is assessed. Repeated, valid complaints are grounds for suspension. Supplier must promptly cooperate with +Shop in responding to any IP claims.
Supplier agrees to support the trust, quality, and mission standards of +Shop. Supplier must:
Sell Products that are functional, accurately described, safe, lawful, and appropriate for their intended use;
Operate in a reputable, honest, and responsible manner;
Respond to +Shop requests involving shopper questions, evidence requests, quality concerns, returns, or chargebacks within a reasonable timeframe;
Not use +Shop primarily to acquire shoppers and redirect them away from the platform;
Not misrepresent Products, manipulate reviews, create fake orders, ship inferior goods, use deceptive packaging, or engage in unfair, deceptive, abusive, or fraudulent practices;
Not engage in conduct that may harm shoppers, nonprofits, Shopkeepers, Partners, or the reputation of +Shop.
+Shop continuously monitors supplier operational health to protect shopper trust and platform standards. Supplier's account is evaluated across the following key metrics:
Late Shipment Rate (LSR): The percentage of orders that fail to ship with valid carrier tracking within the required 1–2 business day handling window.
Order Cancellation Rate (OCR): The frequency of supplier-initiated cancellations attributable to stockouts, inventory management failures, or inability to fulfill accepted orders.
Order Defect Rate (ODR): Orders resulting in a negative shopper experience, including items damaged due to inadequate packaging, missing components, incorrect variants, or Products that materially mismatch the approved listing.
Supplier's performance data is accessible in the Analytics section of the Supplier Portal. +Shop may adjust the specific metrics or thresholds used to evaluate account standing by providing reasonable advance notice to Supplier.
If Supplier's performance metrics reflect systemic fulfillment deficiencies or a pattern of non-compliance with platform standards, +Shop may restrict portal features, pause active listings, withhold payouts subject to resolution, or require Supplier to submit a formal Corrective Action Plan (CAP).
A CAP must describe: (a) the specific operational root causes of the performance issue; (b) the corrective steps Supplier has implemented or will implement; and (c) the timeline for achieving compliance. +Shop will provide written notice of the metrics triggering the CAP requirement and a reasonable opportunity to respond. Failure to submit a CAP within the timeframe specified by +Shop, or failure to achieve the specified remediation milestones, may result in suspension or termination under Section 21.
Nothing in this section limits +Shop's right to take immediate corrective action where warranted under Section 21.1.
When +Shop shares customer information with Supplier to fulfill an order (name, shipping address, contact info), Supplier acts as a data processor for that information. Supplier may use it only to fulfill the specific order. Supplier may not:
Market to shoppers or solicit direct purchases off-platform;
Reuse shipping addresses or contact details for any purpose other than the specific order;
Share customer information with third parties except as required to fulfill the order (e.g., the shipping carrier);
Create customer lists, lookalike audiences, or profiles from shopper data;
Retain customer data longer than reasonably necessary for the specific order.
Supplier must maintain reasonable administrative, technical, and physical safeguards to protect shopper personal information. Supplier must notify +Shop within 24 hours of discovering any actual or suspected unauthorized access to or misuse of shopper personal information.
+Shop encrypts Supplier payout details, isolates Supplier data from other suppliers, and limits internal access to staff who need it. If +Shop suffers a security incident affecting Supplier's data, +Shop will notify Supplier within a reasonable timeframe.
+Shop's customer-facing Privacy Policy at https://www.plus.shop/privacy-policy governs how +Shop handles shopper data generally. Upon termination of this Agreement, Supplier must securely delete or return shopper personal information unless retention is required by law.
Each party may receive non-public, confidential, or proprietary information from the other. The receiving party must keep such information confidential, use it only to perform under this Agreement, and protect it using at least reasonable care.
Confidential information does not include information that is: (a) publicly available through no fault of the receiving party; (b) already lawfully known to the receiving party; (c) independently developed without use of the disclosing party's information; or (d) lawfully received from a third party without confidentiality restrictions.
The receiving party may disclose confidential information if required by law, court order, or government authority, provided it gives the disclosing party prompt notice where legally permitted. These confidentiality obligations survive termination of this Agreement.
Supplier must immediately notify +Shop of any actual or suspected Product defect, safety concern, recall, regulatory inquiry, legal restriction, consumer complaint pattern, adverse event, contamination, counterfeit issue, or labeling issue that could affect the safety, legality, availability, or reputation of any Product.
Supplier must cooperate fully with +Shop in connection with Product recalls, safety notices, customer notifications, refunds, replacements, and regulatory inquiries. Supplier is responsible for all losses, costs, refunds, replacements, penalties, claims, and expenses arising from defective, unsafe, recalled, misrepresented, expired, or unlawful Products.
Supplier must maintain commercially reasonable insurance appropriate for Supplier's business, Products, and fulfillment activities. Unless waived by +Shop in writing, Supplier must maintain commercial general liability insurance including product liability coverage, with limits appropriate for the type and risk profile of Supplier's Products.
Upon request, Supplier must provide certificates of insurance or other reasonable proof of coverage. +Shop may require higher coverage limits, additional insured status, or specific coverage types for higher-risk Products, regulated Products, or high-volume supplier relationships.
Supplier represents and warrants that:
Supplier has authority to enter into and perform this Agreement;
Supplier's performance will not violate any other agreement or obligation;
Supplier has all rights necessary to sell, supply, and authorize +Shop to resell the Products;
Supplier's Products and Product content comply with this Agreement and applicable law;
Supplier will fulfill orders accurately, promptly, and professionally;
No Product is counterfeit, infringing, unsafe, recalled, expired, or misrepresented;
Supplier will protect shopper personal information and use it only as permitted by this Agreement.
+Shop represents and warrants that it has authority to enter into and perform this Agreement and will operate the +Shop platform in compliance with laws applicable to its role as merchant of record.
The platform is provided AS-IS and AS-AVAILABLE. MarketNation does not guarantee any particular sales volume, traffic, conversion rate, or revenue outcome. Except for the express warranties in this Agreement, each party disclaims all implied warranties to the maximum extent permitted by law.
Supplier will indemnify, defend, and hold harmless MarketNation, its affiliates, officers, directors, employees, contractors, agents, Partners, and Shopkeepers from and against all claims, losses, damages, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:
Supplier's breach of this Agreement;
Supplier's Products, product content, packaging, labeling, warnings, or marketing materials;
Product defects, safety issues, recalls, injuries, property damage, or death involving Supplier Products;
Counterfeit, infringing, unauthorized, restricted, unlawful, recalled, or misrepresented Products;
Supplier's failure to fulfill orders accurately or on time;
Supplier's misuse or unauthorized disclosure of shopper personal information;
Any claim that Supplier's Products, content, or intellectual property infringe third-party rights;
Supplier's failure to comply with applicable laws, permits, licenses, or regulatory obligations.
+Shop will indemnify Supplier from third-party claims arising from +Shop's gross negligence, willful misconduct, or material violation of law in its operation of the +Shop platform, except to the extent the claim arises from Supplier's Products, content, conduct, or breach of this Agreement.
The indemnified party must provide prompt written notice of any claim, reasonably cooperate in the defense, and allow the indemnifying party to control the defense. The indemnifying party may not settle any claim in a way that imposes non-monetary obligations, admits fault, or affects the indemnified party's rights without prior written consent.
Except for payment obligations, confidentiality obligations, privacy obligations, indemnification obligations, intellectual property violations, fraud, willful misconduct, gross negligence, product safety claims, personal injury, or death, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, or loss of goodwill.
To the maximum extent permitted by law, +Shop's aggregate liability under this Agreement will not exceed the amounts paid or payable to Supplier for the affected Products during the three months before the event giving rise to the claim.
Nothing in this section limits +Shop's obligation to pay undisputed Supplier Share that has become Available and is not subject to a permitted hold, offset, or adjustment.
+Shop may suspend Supplier's account, pause product listings, cancel pending orders, withhold payment, or require corrective action if +Shop reasonably believes Supplier has breached this Agreement, provided inaccurate information, failed fulfillment standards, misused shopper data, or shipped non-compliant Products. +Shop may require a corrective action plan before reinstatement.
Either party may terminate this Agreement for convenience upon 30 days' written notice.
+Shop may terminate this Agreement immediately upon notice if Supplier materially breaches this Agreement, creates legal or safety risk, misuses shopper data, supplies counterfeit or unlawful Products, repeatedly fails fulfillment standards, becomes insolvent, or engages in conduct that +Shop reasonably believes may harm shoppers, Shopkeepers, Partners, or +Shop.
Termination does not relieve Supplier of obligations for orders accepted before termination, payment adjustments, returns, refunds, warranties, recalls, confidentiality, privacy, indemnification, or other obligations that by their nature should survive.
Available balances will be paid in the next normal payout cycle, unless subject to a permitted hold or adjustment.
Earned-Pending balances will be held until the applicable order ships, the return window expires, and the order is not subject to refund, chargeback, or dispute.
Balances related to fraud, chargeback patterns, IP claims, safety issues, or unresolved disputes may be held until the underlying issue is resolved.
+Shop will make commercially reasonable efforts to explain the reason for any hold.
Supplier may appeal a suspension or account restriction by submitting a written reinstatement request to +Shop Supplier Support. To be considered, the appeal must include:
a clear description of the specific issue or breach that triggered the suspension;
documentation of the corrective actions already implemented or formally planned; and
a commitment to ongoing compliance with this Agreement and +Shop platform standards.
+Shop will review complete reinstatement requests and provide a response within a commercially reasonable timeframe. Reinstatement is at +Shop's sole discretion and is not guaranteed. Submission of an appeal does not suspend, delay, or otherwise affect +Shop's rights under this Agreement, including the suspension or termination provisions of Sections 21.1 through 21.3. Available balances remain subject to Section 21.5 during any appeal period.
For material changes affecting Supplier's economics, payout schedule, return obligations, fulfillment obligations, termination rights, or data obligations, +Shop will provide at least 7 days' notice by email, Supplier Portal notice, or another reasonable method.
If Supplier continues to use the Supplier Portal, maintain active listings, or accept orders after the effective date of an updated Agreement, Supplier accepts the updated Agreement. If Supplier does not accept a material change, Supplier may terminate before the effective date. Termination does not affect obligations for orders already accepted.
+Shop may make non-material updates (typo corrections, contact updates, clarifications, changes required by law) immediately without advance notice.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, employment, or agency relationship. Neither party may bind the other except as expressly stated in this Agreement.
This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. Before filing a formal claim, the parties will attempt in good faith to resolve disputes through business-level discussion. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm.
+Shop may provide notices through the Supplier Portal, email, or account dashboard. Supplier must keep contact information current. Legal notices to +Shop must be sent to the address designated by +Shop in the Supplier Portal. Email is acceptable for routine notices.
Supplier may not assign this Agreement without +Shop's prior written consent. +Shop may assign this Agreement to an affiliate, successor, or acquirer of substantially all of its assets or business related to this Agreement.
Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, carrier disruption, utility failure, or widespread supply chain disruption. Force majeure does not excuse payment obligations, confidentiality obligations, or privacy obligations.
This Agreement, together with incorporated policies, schedules, and accepted Supplier Account terms, forms the entire agreement between +Shop and Supplier regarding Supplier's role on the platform. If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce any provision is not a waiver.
The following provisions survive termination: payment reconciliation, payout holds, returns, refunds, chargebacks, warranties, recalls, product safety obligations, confidentiality, data privacy and security, intellectual property, indemnification, limitation of liability, dispute resolution, governing law, and tax obligations.
By checking "I Agree" at the end of the Supplier application, Supplier:
Confirms they have read and understood this Agreement;
Accepts all terms and conditions on behalf of themselves and any entity they represent;
Represents that the person accepting has the authority to bind the entity;
Agrees that electronic acceptance has the same legal force as a handwritten signature.
Supplier accepts this Agreement by creating a Supplier Account, submitting products for review, listing products, accepting orders, shipping products, receiving payment, or accessing the Supplier Portal.
Additional information available by contacting us at legal@plus.shop or by writing to:
MarketNation, Inc. D/B/A +Shop
Attn: Supplier Program
51 E Campbell Avenue
Suite 500ECampbell CA 95008