VINYLDISTRO RECORD STORE PARTNER AGREEMENT

Effective Date

This Record Store Partner Agreement ("Agreement") is entered into as of the date accepted electronically by the Partner ("Effective Date") by and between:

VinylDistro, including its affiliates, successors, and assigns ("VinylDistro" or "Marketplace Operator"),

and

the approved record store, business entity, or seller participating in the VinylDistro Marketplace ("Partner, “music creator”, "Seller," or "Record Store Partner").

VinylDistro and Partner may individually be referred to as a "Party" and collectively as the "Parties."

ARTICLE 1 DEFINITIONS

1.1 Marketplace

"Marketplace" means the VinylDistro online platform, website, applications, digital services, and related systems through which customers discover and purchase vinyl records.

1.2 Partner

"Partner" means an approved record store or seller authorized to list and sell products through VinylDistro.

1.3 Customer

"Customer" means an individual or business purchasing products through the VinylDistro Marketplace.

1.4 Inventory

"Inventory" means vinyl records, physical music products, collectibles, and approved merchandise listed by Partner.

1.5 Transaction

"Transaction" means a completed customer purchase through the VinylDistro Marketplace.

1.6 Commission

"Commission" means the percentage retained by VinylDistro from each completed transaction.

The standard VinylDistro commission is:

15% of the completed sale price

unless otherwise agreed in writing.

ARTICLE 2

PURPOSE AND MARKETPLACE RELATIONSHIP

2.1 Purpose

The purpose of this Agreement is to establish the terms under which Partner may participate in the VinylDistro Marketplace.

VinylDistro provides a digital marketplace designed to connect independent record stores with vinyl collectors worldwide.

2.2 Independent Business Relationship

Partner acknowledges and agrees that:

• Partner operates as an independent business.
• Partner is not an employee, agent, franchisee, or representative of VinylDistro.
• Partner controls its own inventory and business operations.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency relationship between the Parties.

2.3 Marketplace Role

VinylDistro provides:

• Marketplace technology
• Customer discovery
• Order processing systems
• Payment processing support
• Marketplace administration
• Seller support resources

Partner provides:

• Authentic inventory
• Accurate listings
• Order fulfillment
• Shipping
• Customer product support

ARTICLE 3

PARTNER ENROLLMENT AND APPROVAL

3.1 Application Requirement

All sellers must submit a VinylDistro Partner Application before participating.

VinylDistro reserves the right to:

• Approve applications
• Reject applications
• Request additional information
• Require verification documents

3.2 Seller Information

Partner agrees to provide accurate and current information including:

• Legal business name
• Store information
• Contact information
• Payment information
• Tax information when required

3.3 Account Security

Partner is responsible for maintaining the confidentiality of account credentials.

Partner shall immediately notify VinylDistro of unauthorized account access.

ARTICLE 4

SELLER ACCOUNT REQUIREMENTS

Partner agrees:

1. Account information must remain accurate.
2. Partner may not transfer account access without approval.
3. Partner may not create fraudulent accounts.
4. Partner may not manipulate marketplace activity.
5. Partner may not misrepresent inventory.

ARTICLE 5

MARKETPLACE LISTING REQUIREMENTS

Each listing must accurately include:

• Artist name
• Album title
• Label information
• Catalog number
• Format
• Country of release
• Release year
• Condition grading
• Sleeve condition
• Photos when required
• Pricing information

Partner is responsible for listing accuracy.

ARTICLE 6

INVENTORY OWNERSHIP AND CONTROL

6.1 Ownership

Partner retains ownership of all inventory until a completed customer sale occurs.

6.2 No Transfer of Ownership

Participation in VinylDistro does not transfer ownership of inventory to VinylDistro.

6.3 Inventory Availability

Partner agrees to maintain accurate inventory availability.

Partner must remove unavailable products promptly

ARTICLE 7

PRODUCT AUTHENTICITY AND CONDITION STANDARDS

Partner warrants that all products:

• Are authentic
• Are legally owned
• Are accurately described
• Match listing information
• Are free from undisclosed defects

Counterfeit, unauthorized, or misrepresented products are prohibited.

ARTICLE 8

PRICING AND SELLER CONTROLS

Partner maintains authority over:

• Product pricing
• Inventory selection
• Product availability

VinylDistro may provide recommendations but does not control seller pricing.

ARTICLE 9

ORDERS AND CUSTOMER TRANSACTIONS

Upon receiving an order:

Partner agrees to:

• Confirm availability
• Prepare shipment
• Provide tracking information
• Complete fulfillment within required timelines

Shipping, Payments & Marketplace Operations

ARTICLE 10 – Shipping & Fulfillment

10.1 Seller Responsibility

The Seller is solely responsible for packaging, shipping, and delivering all products sold through the VinylDistro Marketplace.

10.2 Processing Time

The Seller agrees to ship customer orders within two (2) business days after receiving confirmation of payment unless another handling time is displayed in the product listing.

10.3 Packaging Standards

Seller agrees to:

• Use sturdy LP mailers or equivalent protective packaging.
• Protect records from moisture and damage during transit.
• Include tracking information for every shipment whenever available.
• Package products professionally to reduce shipping damage.

10.4 Shipping Carriers

The Seller may choose any reputable shipping carrier that provides tracking and delivery confirmation.

10.5 Lost or Damaged Shipments

The Seller agrees to cooperate with VinylDistro and the customer to resolve claims involving lost or damaged shipments.

ARTICLE 11 – Returns & Refund Policy

11.1 Customer Satisfaction

The Seller agrees to work in good faith with customers to resolve order issues.

11.2 Returns

Returns may be accepted when:

• The wrong item was shipped.
• The item arrives damaged.
• The product is materially different from the listing.
• The product is not authentic.

Returns requested because a customer changes their mind are subject to the Seller's stated return policy and applicable consumer laws.

11.3 Refunds

If a refund is approved:

• The Seller authorizes VinylDistro to adjust the Seller's payout for the refunded transaction.
• Marketplace commissions may be adjusted based on the reason for the refund.

ARTICLE 12 – Marketplace Commission

12.1 Commission Rate

VinylDistro shall retain a marketplace commission equal to fifteen percent (15%) of the final selling price for each completed transaction unless otherwise agreed in writing.

12.2 Commission Covers

The commission supports:

• Marketplace technology
• Website maintenance
• Customer acquisition
• Marketing and advertising
• Payment processing administration
• Marketplace support
• Seller support
• Platform improvements

12.3 No Sale – No Commission

VinylDistro earns a commission only on completed sales.

ARTICLE 13 – Payment Terms

13.1 Payment Schedule

VinylDistro will issue payments to Sellers according to its published payment schedule after deducting applicable commissions, refunds, chargebacks, or other authorized adjustments.

13.2 Payment Method

Payments may be made by direct deposit, ACH, or another approved payment method.

13.3 Sales Statements

VinylDistro will make available a sales summary showing completed orders, commissions, and payments.

ARTICLE 14 – Chargebacks

If a payment is reversed by a customer's financial institution due to fraud, unauthorized use, or another valid reason, VinylDistro may withhold or recover the amount attributable to the affected transaction after providing notice to the Seller.

VinylDistro will work with the Seller to investigate disputed transactions.

ARTICLE 15 – Taxes

Each Seller is responsible for complying with applicable tax laws related to its business operations, including income, sales, value-added, or similar taxes.

VinylDistro may collect, remit, or report taxes where required by applicable law.

ARTICLE 16 – Intellectual Property

The VinylDistro name, logo, website, software, graphics, trademarks, and related materials are the exclusive property of VinylDistro or its licensors.

Nothing in this Agreement transfers ownership of VinylDistro's intellectual property to the Seller.

ARTICLE 17 – Copyright Protection

The Seller represents that all photographs, descriptions, and other content uploaded to the Marketplace are owned by the Seller or used with appropriate permission.

The Seller grants VinylDistro a non-exclusive, worldwide, royalty-free license to display, reproduce, and promote this content solely for operating and marketing the Marketplace.

ARTICLE 18 – Counterfeit Policy

The Seller agrees not to list:

• Counterfeit merchandise
• Pirated recordings
• Unauthorized reproductions
• Stolen property
• Merchandise that infringes another person's intellectual property rights

VinylDistro reserves the right to remove listings that reasonably appear to violate this policy and to investigate suspected violations.

ARTICLE 19 – Seller Warranties

The Seller represents and warrants that:

• The Seller has the legal right to sell listed products.
• Listings are accurate.
• Product conditions are honestly described.
• Inventory is authentic.
• Products comply with applicable laws.
• The Seller will fulfill orders in a professional manner.

ARTICLE 20 – Indemnification

To the extent permitted by law, the Seller agrees to defend, indemnify, and hold harmless VinylDistro and its officers, employees, and affiliates from third-party claims arising out of the Seller's breach of this Agreement, unlawful conduct, or misrepresentation of products.

ARTICLE 21 – Suspension

VinylDistro may suspend or limit a Seller account if the Seller:

• Repeatedly fails to fulfill orders.
• Misrepresents products.
• Lists prohibited merchandise.
• Engages in fraud or deceptive practices.
• Violates this Agreement.

Where practical, VinylDistro will provide notice and an opportunity to respond before permanent suspension.

ARTICLE 22 – Termination

Either VinylDistro or the Seller may terminate this Agreement at any time by providing written notice.

Termination does not affect obligations relating to orders already accepted before the effective date of termination.

Certain provisions that by their nature should survive termination—including payment obligations, confidentiality, intellectual property licenses, indemnification, and dispute resolution—will remain in effect.

ARTICLE 23 – Dispute Resolution

The Parties agree to first attempt to resolve any dispute through good-faith discussions.

If the dispute cannot be resolved informally, the Parties may pursue mediation or another mutually agreed dispute resolution process before filing litigation, unless immediate court action is necessary to protect legal rights.

Nothing in this section limits rights that cannot legally be waived under applicable law.

ARTICLE 24 – Electronic Acceptance and Electronic Signatures

24.1 Electronic Acceptance

The Partner acknowledges and agrees that this Agreement is entered into electronically through the VinylDistro website, mobile application, or any other authorized digital platform operated by VinylDistro.

By selecting "I Agree," "Accept," "Create Account," "Register," "Become a Partner," "Submit Application," or by accessing, registering for, listing products on, or otherwise using the VinylDistro Marketplace, the Partner electronically accepts and agrees to be legally bound by this Agreement and all Marketplace Policies incorporated by reference.

24.2 Electronic Signature

The Partner agrees that completing the online registration process, creating an account, submitting a Partner Application, or otherwise accepting this Agreement electronically constitutes the Partner's electronic signature.

The Parties agree that such electronic acceptance and electronic signature shall have the same legal force and effect as an original handwritten signature, to the fullest extent permitted by applicable law.

24.3 Authorized Representative

The individual accepting this Agreement represents and warrants that they are at least eighteen (18) years of age and have the legal authority to bind the record store, company, organization, label, distributor, publisher, music rights owner, or other business entity they represent.

24.4 Records of Acceptance

VinylDistro may maintain electronic records of account registration, electronic acceptance, IP addresses, timestamps, login information, confirmation emails, and other authentication records as evidence of the Partner's acceptance of this Agreement.

Electronic records maintained by VinylDistro shall be considered valid evidence of acceptance to the extent permitted by applicable law.

ARTICLE 25 – Seller and Rights Owner Acknowledgment

By creating an account, registering as a Partner, listing products, uploading content, or otherwise using the VinylDistro Marketplace, the Partner acknowledges and agrees that:

The Partner has read and understands this Agreement.

The Partner voluntarily agrees to all terms, conditions, policies, and procedures governing participation in the VinylDistro Marketplace.

The Partner agrees to comply with all current and future VinylDistro Marketplace Policies, Seller Standards, Shipping Requirements, Privacy Policy, Acceptable Use Policy, Copyright Policy, and any other published Marketplace rules, as updated from time to time.

The Partner certifies that all information submitted during registration is accurate, complete, and truthful.

The Partner certifies that they have the legal authority to act on behalf of the record store, record label, artist, distributor, publisher, music rights owner, company, organization, or other business entity they represent.

The Partner acknowledges that VinylDistro may rely upon the information provided during registration and account creation.

The Partner understands that continued access to the VinylDistro Marketplace is conditioned upon ongoing compliance with this Agreement and all Marketplace Policies.

The Partner acknowledges that failure to comply with this Agreement may result in suspension or termination of Marketplace privileges.

The Partner understands that electronic acceptance of this Agreement creates a legally binding contract between the Partner and VinylDistro.

The Partner acknowledges that no handwritten signature is required for this Agreement to become fully effective and enforceable, and that acceptance through the VinylDistro website or application constitutes the Partner's legal agreement to these terms.