1. Overview and Scope of Contractual Relationship

Thank you for your interest in joining Hippy Market, Inc. as a Brand on our wholesale online marketplace, accessible through our websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Brand Terms of Service (“Brand Terms”), the terms “Hippy Market,” “us,” and/or “we” refer to Hippy Market, a Delaware corporation (or any of its parents, subsidiaries, affiliates, or other related entities, as applicable). The terms “you” and/or “your” refer to you as a Brand using our Services. These Brand Terms, together with Hippy Market’s Retailer Terms of Service (located at: [Retailer Terms URL] (“Retailer Terms”) and Privacy Policy (located at: [PP url]), govern your sale of products as a Brand on our Services. Additional Hippy Market policies referenced herein are incorporated by reference and form an integral part of these Brand Terms. Capitalized terms not defined herein will have the meanings set forth in the Retailer Terms. In these Brand Terms, “include” or “including” means “including, but not limited to.”

PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND HIPPY MARKET. By accessing or using the Services, you confirm your agreement to be bound by these Brand Terms, the Privacy Policy, and the Retailer Terms (as applicable). If you do not agree to these Brand Terms, you may not access or use the Services. These terms supersede any and all prior agreements or arrangements with you regarding the use of the Services.

2. Key Definitions

• Brand: A seller who offers and/or sells its products to Retailers through the Services.

• Distributor: A seller who offers and/or sells a third-party products to Retailers on the Services under express, valid, and continuous authorization from the relevant third-party.

• Retailer: A buyer who purchases products through the Services for resale.

3. Account Registration – Brand Account

Brand Account. To sell products as a Brand on our Services, you must submit an application and be approved by Hippy Market for a “Brand Account.”, The application seeks basic information about you, your company and your products. If approved as a Brand, you will be required to submit additional information, including about your business, where to deposit funds from sales of your products and applicable tax and related documentation (e.g., EIN, W-8, etc.). to complete the application process. By accepting these Brand Terms and providing the above-described application information including any documentation evidencing product compliance and safety; if you are a Distributor, you will need to provide proof of the necessary rights authorizing distribution of the applicable third-party.) During the Brand application process, you authorize Hippy Market and its affiliates and payment processors to settle and disburse funds on your behalf and on behalf of any third party brands you represent. We will use reasonable efforts to review your application promptly. You acknowledge that Hippy Market accepts only a limited number of Brands at any time and is under no obligation to accept your application for a Brand Account. Additional detail regarding information collected by Hippy Market can be found in our Privacy Policy. For clarity, your use of the Services as a Brand is subject to the Brand Terms of Service referenced above. 

Distributors. If you intend to distribute a third party brand’s products on the Services, you must obtain explicit written consent from the relevant third party brand. Such consent must include all pertinent brand details (e.g., brand name, products to be sold, and relevant contact information) as required by Hippy Market for legal and quality assurance purposes. As a Distributor, you acknowledge that a third party brand may choose, at its sole discretion, to list its products directly on the Services. In that event, the relevant products may be removed from your listing.

4. Onboarding

Shop Page. Each Brand is provided with a dedicated store page on the Site featuring its products and relevant information (“Shop Page”). Hippy Market will design your Shop Page using the information you provide—or you may self-onboard using available features (except for Distributors unless otherwise authorized in writing). You agree that Hippy Market may adjust, edit, or remove any content you submit in order to comply with our internal specifications. Hippy Market reserves the right to approve the final appearance of your Shop Page in its sole discretion. To have Hippy Market create your Shop Page, you must submit a catalog file, high-resolution product and lifestyle photography (in accordance with our photography guidelines), and your minimum order details as described below. We may request additional information if needed. Once your Shop Page is set up, you will receive an activation email.

Catalog File. As part of onboarding, you are required to submit a complete catalog file of your wholesale product offerings, including:

• Product name

• Individual or prepack details

• Product variations

• Case size

• Wholesale price by region

• Retail price

• Product descriptions

• Status indicator (active/inactive)

The catalog must comply with Hippy Market’s Product Guidelines.

High-Resolution Photographs. You must provide high-resolution photographs of your products in accordance with our photography guidelines. Any photographs deemed objectionable, profane, or otherwise inappropriate are prohibited. Hippy Market reserves the right to reject any content that does not comply with our guidelines or these Brand Terms.

Order Minimums.  Hippy Market requires a minimum order of $100.  If you choose to set an alternate order minimum, you must provide Hippy Market with your initial order and reorder minimums (“Order Minimum”), which will be displayed on your Shop Page. You may set minimum order quantities.

Shipping Lead Time. You must specify your typical shipping lead time as an accurate reflection of your actual order fulfillment speed. Hippy Market may adjust the displayed lead time based on historical data. The lead time you provide will appear on your Shop Page for Retailer reference. You must also enter an expected shipping date upon order placement to confirm acceptance of the order. You may update your shipping lead time in your Brand Account settings.

5. Content License, Representations and Warranties, and Ownership

License. By using the Services, you grant Hippy Market a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, display, copy, adapt, modify, distribute, and publicly display your content on or through the Services and in connection with Hippy Market’s advertising, marketing, and promotional activities. Hippy Market does not claim ownership of your content, and nothing herein limits your rights to use your own content. Additionally, Hippy Market may, at its discretion, grant a limited, revocable sublicense to Retailers for the sole purpose of promoting products purchased through the Services.

Representations and Warranties. You represent and warrant that: (i) You either exclusively own all content you provide or have obtained all necessary rights, licenses, consents, and releases required to grant Hippy Market the rights described herein (including, if applicable, from third party brands); and (ii) Your content and its transmission via the Services do not infringe or violate any third party’s intellectual property rights, rights of publicity or privacy, or any applicable laws, and do not contain false or misleading information, unlawful material, or malware. You further agree not to use false contact information or otherwise misrepresent your identity. You are solely responsible for the accuracy of the content you provide and agree to indemnify Hippy Market for any related claims.

Ownership. The Services and Collective Content are each protected by copyright, trademark, and other laws of the United States and foreign countries. For purposes of this Agreement, “Collective Content” is defined to mean all content created, owned, or appropriately used by Hippy Market (whether through licensing or other agreement), along with any “User Content,” (defined to mean any content created by you, or any other Brand, Distributor, or Retailer, in the course of using the Services and fulfilling any obligations under these Brand Terms) in the course of delivering and effectuating the Services or fulfilling any obligations under these Brand Terms. You acknowledge and agree that the Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Hippy Market, its licensors and/or other providers of such material. Other than expressly stated herein, there are no implied licenses granted under these Brand Terms. You will not remove, alter, or obscure any copyright, trademark, service mark, or other similar proprietary rights notices either incorporated in or accompanying the Services. Additionally, Hippy Market is the owner of pending, registered, and/or unregistered trademarks, trade dress, and trade name appearing on the Services, including the Hippy Market name and logo, and all related names, logos, product and service names, designs and slogans. You agree to not use such marks without Hippy Market’s prior written permission. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

User Content Disclaimer. ”User Content”, for purposes of these Brand Terms, is defined to mean textual, audio, and/or visual content and information, submission of entries for competitions and promotions, or other similar such conduct uploaded by you to Hippy Market through the Services. Hippy Market may, in its sole discretion, permit you from time to time to submit, upload, publish, or otherwise make available to Hippy Market through the Services (inclusive of any the Hippy Market Messenger application made available to you through the Services and further described in Section 14 (“Hippy Market Messenger”) of these Brand Terms), certain textual, audio, and/or visual content and information, and/or submission of entries for competitions and promotions. Any User Content provided by you remains your property; however, by providing User Content to Hippy Market, you grant Hippy Market a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services, and any Hippy Market business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents, and releases necessary to grant Hippy Market the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing, or otherwise making available of such User Content, nor Hippy Market’s use of the User Content as permitted herein, will infringe, misappropriate, or violate a third-party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Hippy Market in its sole discretion, whether or not such material may be protected by law. Hippy Market may, but shall not be obligated to, review, monitor, and remove User Content, at Hippy Market’s sole discretion and at any time and for any reason, without notice to you. To the extent you breach this provision of these Brand Terms, such breach will be considered a material breach, and Hippy Market reserves the right, in its sole discretion, to suspend or terminate your Brand Account, or to limit your access and ability to post User Content on the Services.

6. Product Listing and Compliance

Product Listing. Hippy Market requires that you list your entire wholesale catalog (unless otherwise agreed in writing) and provide a description for every product. Hippy Market reserves the right to accept or reject any products and retains final discretion over your Shop Page content. Your products must comply with Hippy Market’s Product Guidelines, which detail any prohibited products.

Maximum List Price. Hippy Market maintains a maximum list price policy for products listed on the Services. Please refer to our current policy for details.

Product and Content Compliance. You agree to:

• Adhere to Hippy Market’s Product Guidelines and refrain from listing prohibited products;

• Comply with all applicable laws, including those related to product safety, labeling, testing, and consumer protection;

• Ensure that all product information is accurate and not misleading; and

• Secure all necessary rights, licenses, and permissions for selling your products in the relevant jurisdictions.

Hippy Market is not responsible for verifying your compliance with these requirements and as an express conditions of using the Services, you hereby released Hippy Market and any of its subsidiaries, parents, affiliates, partners, and any of its or their shareholders, directors, officers, employees, contractors, representatives, and other agents, from any liabilities arising from or relating to any claims involving your failure to comply with the requirements of this provision. Failure to comply with this provision may also result in temporary suspension or permanent termination of your Brand Account, in Hippy Market’s sole discretion.

7. Product Pricing

Pricing Consistency. You agree that your prices on your Shop Page will be consistent with any other pricing for the products on your Shop Page that you advertise, market, and/or promote on any other wholesale and/or retail channel. Prices must be shown exclusive of any indirect taxes (e.g., sales tax, GST/HST, PST).

Price Audits. Hippy Market may conduct routine audits to ensure pricing consistency between your Shop Page and other wholesale and retail channels. Should any discrepancies in pricing for your products arise, Hippy Market will be contact you pursuant to the notice provisions of these Brand Terms to resolve the issue. Failure to resolve pricing discrepancies in a timely manner may lead to suspension or termination of your Brand Account, in Hippy Market’s sole discretion.

8. Title, Returns, and Promotions

Transfer of Title. For orders placed between U.S.-based Retailers and Brands, title to the products passes to Hippy Market upon shipment and immediately thereafter to the Retailer.

Final Orders and No Returns; No Refunds from Hippy Market. Hippy Market does not offer returns. Any returns must be negotiated directly between Brands and Retailers.

9. Commissions, Payment Processing Fees, and Payout Schedules

Acceptance of Brand Terms. By accepting these Brand Terms, you agree to the following commission rates, payment processing fees, and payout schedules. You authorize Hippy Market and/or its payment processors to deduct all applicable commissions and fees from your payout, and to disburse funds to your designated bank account. If you are a Distributor, you represent that you have the authority to agree to these Brand Terms on behalf of the third party brands you represent.

Commissions. (i) For new orders (i.e., the first order from a Retailer), Hippy Market charges a commission of 10% of the Order Subtotal plus a new customer fee of $10 (USD).
(ii) For repeat orders, the commission is 5% of the Order Subtotal.
For Qualified Hippy Direct Orders (as defined in Section 19), the commission is 0%.

“Order Subtotal” refers to the total product cost less any applicable brand-funded discounts as reflected in the invoice provided to you.

Calculation. Commissions are based on the Order Subtotal. If a Retailer marks any items as damaged, missing, or defective, those items will be deducted from the order payout (and no commission will be charged on them). If a replacement is sent for any damaged, missing, or defective item, Hippy Market will pay you the invoiced cost of the replacement.

Payout Schedule and Payment Processing Fee.

Payout Options. Brands may choose from various payout options for orders placed through the Services: a 60-day payout, a 30-day payout, or a next-day payout. You may update your payout option at any time in your Brand Account settings. Changes apply to pending and future orders per current Hippy Market policies.

Payment Processing Fee. This fee covers the costs incurred from third-party payment processors, management of flexible payment terms, fraud management, chargebacks, late payments, and defaults. The Payment Processing Fees for each payout option are as follows:

Designated Payout Date. The “Designated Payout Date” is determined by your chosen payout option. No interest or additional compensation is due with any payout option. Payment Processing Fees are deducted from your payout amount and are shown on your Brand invoice. Subject to your compliance with these Brand Terms, once an order’s shipment has been scanned by your shipping provider and is in transit, Hippy Market will initiate a payout to your designated bank account approximately on the next business day following the Designated Payout Date. Funds are expected to appear within 1–2 business days after processing. Hippy Market is not liable for delays caused by your bank or financial institution. We reserve the right to suspend payouts if there are disputes, excessive chargebacks, or any indications of improper or illegal activity.

Qualified Hippy Direct Orders: Hippy Direct is a program that enables Brands to take orders and process payments from pre-existing Retailer relationships via a personalized Hippy Direct link and accompanying tools (e.g., widgets, email campaigns) available in your Brand portal. For orders that qualify as “Qualified Hippy Direct Orders” (defined below), you will incur a 0% commission. An order qualifies as a Qualified Hippy Direct Order if it meets one or more of the following conditions:

• A Retailer makes their first purchase on Hippy Market using your Hippy Direct link;

• A Retailer signs up for Hippy Market and creates a valid new account via your Hippy Direct link; or

• You provide acceptable documentation verifying an established relationship with the Retailer. Such documentation must comply with Hippy Market’s current policies and be approved in writing.

All Qualified Hippy Direct Orders are subject to verification by Hippy Market. We reserve the right to audit or revoke the qualification of any order if issues such as fraud, error, or non-compliance are detected. Documentation supporting an order’s qualification must be submitted before the payout date. Hippy Market will not issue refunds for commissions on orders already paid out; however, future orders from that Retailer may be processed as Qualified Hippy Direct Orders, with 0% commission effective from the time Hippy Market confirms qualification in writing.

Taxes. All fees (including Commission and Payment Processing Fees) are exclusive of indirect taxes (e.g., sales tax, GST/HST, PST). You remain solely responsible for remitting taxes to the appropriate authorities and will indemnify Hippy Market against any related claims or liabilities.

10. Shipping – Costs, Lead Times, Shipping Providers, and Damaged Products

Shipping Costs and Process. Brands are responsible for the shipping of the products they sell through the Services. Hippy Market is not responsible for transport or customs clearance regardless of the shipping method chosen. We encourage Brands, Distributors, and Retailers to seek the most efficient shipping solutions.

In the event an order for your Brand products is approved, when a Retailer places an order for your Brand products, both you and the Retailer will receive an email order approval email. You will be able to reply to that email to provide Hippy Market with the necessary shipping information (described in this section and these Brand Terms for Hippy Market) so that Hippy Market may provide shipping information to the Retailer. Brands and Distributors are responsible for all costs related to shipping of orders.

Tracking Number. When shipping on your own, you must provide tracking information for each order. For orders shipped in multiple packages, tracking numbers for each package must be provided. Upon entering the tracking information, Hippy Market will notify the Retailer via email that their order is en route. While obtaining a signature is not mandatory, we recommend doing so to ensure proper delivery.

Damaged or Missing Products. Retailers are responsible for contacting you through the Services to report any issues with damaged or missing items associated with an order. Hippy Market will relay such reports from Retailers to you, including any photographic evidence provided. You are solely responsible for resolving issues pertaining to missing or damaged items reported by Retailers about your orders. If you choose to ship independently, you are responsible for filing any claims for lost or damaged items with your shipping provider. You hereby release Hippy Market from liability for any damages or losses relating to the shipping of any products or items associated with any of your orders. Hippy Market reserves the right, in its sole discretion, to deduct any costs associated with damaged or missing items from your payout from any payment Hippy Market may owe to you under these Brand Terms. While you may dispute such charges, Hippy Market, in its sole discretion, retains the right to reject such disputes.

Shipping Insurance. Although not required, Hippy Market strongly recommends that you purchase shipping insurance to help mitigate any risk of loss or damage to products and to facilitate the resolution of any shipping disputes. Hippy Market is not responsible for any shipping insurance products unless otherwise agreed in writing between you and Hippy Market.

11. Inventory, Orders, and Recalled Products

Inventory. You agree to maintain sufficient inventory for all products listed as available and to keep inventory information up-to-date. Should any product become discontinued or out of stock, you must promptly update your Brand Account to reflect this.

Orders. Hippy Market will notify you via email each time a Retailer places an order for your products. Your Brand Account will also be updated with the details of the new order. You must review, accept, or cancel orders within 2 business days of notification. If you cancel an order, you will be asked to provide a reason. Repeated cancellations may result in temporary suspension or permanent termination of your Brand Account.

Right to Refuse. You retain the right to refuse any Retailer’s order for any reason. However, repeated refusals may negatively impact your visibility and search ranking within the Services.

Recalled Products. In the event that any of your products are recalled, you agree to immediately inform Hippy Market with the following details for any and all recalled products:

• Product name

• SKU or other identifying number

• Number of units sold

• Reason for recall

• Any additional information necessary to effectuate a recall and/or notice to Retailers

Non-Circumvention. Once a Retailer places an order through the Services on your Shop Page, you agree to fulfill that order and not to encourage, solicit, or otherwise request a Retailer to engage you in an offline transactions for your products to bypass Hippy Market’s Services, these Brand Terms, and/or order processes. Failure to comply with this provision may result in deactivation or termination of your Brand Account, to be determined in Hippy Market’s sole discretion.

Pause Mode. If you need to pause new orders (for example, due to a vacation or temporary inability to fulfill orders), you may activate “Pause Mode” in your Brand Account for up to 12 weeks. You will still have access to your account and are expected to fulfill any orders accepted prior to the date that “Pause Mode” is activated for your Brand Account.

12. Commitment to Quality and Service

Minimum Standards. Your continued success on Hippy Market depends on meeting the following minimum service standards:

• Accurately listing and describing your products

• Complying with all governmental guidelines regarding product labeling

• Promptly accepting or canceling orders

• Timely fulfillment and shipment of orders using reputable shipping services

• Prompt and effective responses to Retailer inquiries

• Swift resolution of any issues related to missing or damaged orders

Metrics. Hippy Market will monitor various performance metrics, including:

• Accuracy and completeness of product listings

• Timeliness in accepting or canceling orders

• Frequency of late shipments

• Provision of valid tracking numbers

• Incidence of damaged, missing, or returned items

• Responsiveness to Retailer inquiries

While volume is considered (e.g., a small number of orders with a single issue may not be problematic), persistent issues may trigger an evaluation.

Evaluation. We routinely review Brand performance using the above metrics, with evaluations becoming more frequent during peak selling periods. Hippy Market reserves the right to adjust evaluation criteria as needed. Should your performance fall below our minimum standards, Hippy Market may take, without limitation, any of the following actions: contact you to resolve the issues, suspend or terminate your Brand Account, limit your visibility, or restrict your access to new Retailers until the issues are resolved. Failure to comply with the above-stated criteria or the Brand Terms in general, whether a single instance of conduct or ongoing, repeated conduct, may result in your account becoming a Suspended Account (as defined below), to be determined in Hippy Market’s sole discretion.

Suspended Accounts. If your account is suspended due to performance issues, you may appeal for reinstatement by providing a corrective action plan. Hippy Market reserves the right to review and decide on such appeals at its sole discretion. If you believe the suspension is in error, please contact us with your explanation.

13. Promotion; Email and Marketing Tools

Unless you opt out as provided below, Hippy Market may feature your Brand, products, and content across our channels—including category highlights, landing pages, advertisements, emails, social media, and other media channels. Hippy Market may also bid on your brand name and relevant keywords for advertising purposes or create SEO-optimized pages and campaigns on your behalf. Hippy Market is not liable for any discrepancies in pricing or availability featured in promotional materials. If you do not wish to participate in our Marketing and Advertising Program, please contact us.

Hippy Market may provide you with email and marketing tools to support your business, subject to additional terms and conditions. You represent that you have obtained all necessary permissions and consents from any Retailer or prospective Retailer whose contact details you share with Hippy Market through these tools. Use of these tools must comply with applicable laws (such as CAN-SPAM) and must not constitute unsolicited commercial email (“spam”). Hippy Market reserves the right to limit the number of emails sent to Retailers if these guidelines are not followed.

14. Hippy Market Messenger

Hippy Market provides a messaging feature (“Hippy Market Messenger”) to facilitate direct communication between Brands and Retailers. You agree to use Hippy Market Messenger solely for legitimate business purposes—such as answering product questions, updating order statuses, or resolving issues—and not for harassment or any other improper purpose. If you cannot resolve a Retailer’s query through Messenger, you may contact Hippy Market support directly.

15. Product Liability; Insurance

All Brands must maintain, at their own expense, general commercial liability insurance (including comprehensive product liability coverage) at an amount deemed reasonable and customary for businesses of similar size and scope. Hippy Market reserves the right to request proof of insurance and any other relevant documentation at any time.

Hippy Market disclaims any liability of any kind for any reason related to any products sold or shipped through the Services. Hippy Market makes nor offers any warranty of any kind related to any products sold or shipped through the Services. Hippy Market is not the manufacturer of any products shipped or sold through the Services and you agree that Hippy Market is not responsible for any claims based upon any theory of product liability or any similar such claims arising from alleged manufacturing defects or faults with any products, or any claims of bodily injury, death, or property damage resulting from any products sold or shipped through the Services.

16. Prohibited Uses of the Services

Hippy Market reserves the right to investigate and take legal action against any user who fully violates these Brand Terms permitted by law. While Hippy Market is not obligated to monitor your use of the Services or content provided, we retain the right to do so for operational purposes, compliance with these terms, and to respond to any complaints or legal requirements. Hippy Market may remove or disable access to any content deemed harmful or in violation of these terms, and we reserve the right to cooperate with law enforcement or regulatory bodies if necessary.

You agree not to do any of the following

Post, upload, publish, submit or transmit any content that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances.

• Use, embed, display, mirror or frame the Site or Application, or any individual element within the Services, Hippy Market’s name, any Hippy Market trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Hippy Market’s express written consent or as enabled by features made available by Hippy Market (e.g., widgets) (you may link to Hippy Market’s homepage, so long as you do not imply or suggest any form of association, approval or endorsement on our behalf without our express written consent but you may not link to the Site in a libelous, misleading or otherwise unlawful manner, or in any manner that violates these Brand Terms);

• Access, tamper with or use non-public areas of the Site or Application, Hippy Market’s computer systems or the technical delivery systems of Hippy Market’s providers;

• Attempt to probe, scan, or test the vulnerability of any Hippy Market system or network or breach any security or authentication measures;

• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Hippy Market or any of Hippy Market’s providers or any other third party (including another user) to protect the Services or Collective Content;

• Attempt to access or search the Services or Collective Content or download Collective Content from the Services through the use of 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 Hippy Market or other generally available third party web browsers;

• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation to, through, or with any assistance from, the Services;

• Use any meta tags or other hidden text or metadata utilizing a Hippy Market trademark, logo URL or product name without Hippy Market’s express written consent;

• Use the Services or Collective Content in any manner not permitted by these Brand Terms;

• 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 or Collective Content to send altered, deceptive or false source-identifying information;

• Attempt to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services or Collective Content;

• Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming or mail-bombing the Services;

• Collect or store any personally identifiable information from the Services from other users of the Site, Services or Application without their express permission and in a manner that does not violate Hippy Market’s Privacy Policy;

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

• Violate any applicable law or regulation; or

• Encourage or enable any other third party to do any of the foregoing.

Hippy Market will have the right to fully investigate and prosecute violations of any of the above of the law. Hippy Market may involve and cooperate with law enforcement authorities in prosecuting users who violate these Brand Terms. You acknowledge that Hippy Market has no obligation to monitor your access to or use of the Services or Collective Content, or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Brand Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Hippy Market reserves the right, at any time and without prior notice, to remove or disable access to any User Content or Collective Content that Hippy Market, in its sole discretion, considers to be in violation of these Brand Terms or otherwise harmful to the Services. Hippy Market reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Hippy Market suspects illegal activity may be taking place.

17. Termination and Account Cancellation

If you breach any provision of these Brand Terms, Hippy Market will have the right to suspend or permanently terminate your Brand Account, revoke your eligibility for any promotional programs, and terminate these Brand Terms and/or the General Terms, at our sole discretion and without prior notice. Hippy Market my also suspend or terminate your Brand Account in any manner consistent with any other provision of these Brand Terms. Upon termination of your Brand Account for any reason, you will remain liable for all outstanding amounts owed to Hippy Market and obligated to fulfil orders submitted prior to the effective date of the termination of your Brand Account. You may terminate your relationship with Hippy Market at any time by contacting us pursuant to the terms of notice set forth in these Brand Terms or as directed through the Services, within your Brand Account. Following termination, your Shop Page will be taken down by Hippy Market as soon as practicable, and your Brand Account will be closed after all financial obligations have been settled. Any accrued promotional benefits will cease immediately upon termination.

18. Disclaimers

THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, HIPPY MARKET EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, FOR ANY PRODUCTS SOLD ON OR MADE AVAILABLE THROUGH THE SERVICES. HIPPY MARKET MAKES NO WARRANTY THAT THE SERVICES OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. HIPPY MARKET MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR COLLECTIVE CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HIPPY MARKET OR THROUGH THE SERVICES OR COLLECTIVE CONTENT THEREON, WILL CREATE ANY WARRANTY BETWEEN YOU AND HIPPY MARKET NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES OR ORDER, SHIPPING, OR SALE OF YOUR PRODUCTS THROUGH THE SERVICES. YOU UNDERSTAND THAT HIPPY MARKET DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, NOR DOES HIPPY MARKET MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. HIPPY MARKET MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

19. Indemnity

You agree to defend, indemnify, and hold Hippy Market, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers, and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Brand Terms, and/or any law or the rights of a third party (including but not limited to claims relating to infringement of intellectual property rights of a third party), and/or your use of the Services, including your User Content, and any of your products you ship or sell through the Services, and including but not limited to any claims brought under any theory of products liability.

20. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER HIPPY MARKET NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE BRAND TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HIPPY MARKET HAS 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.

IN NO EVENT WILL HIPPY MARKET’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE BRAND TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT EXCEED THE VALUE OF THE TOTAL AMOUNT OF PAYMENTS MADE TO YOU BY HIPPY MARKET, PURSUANT TO THESE BRAND TERMS, IN THE SIX MONTHS PRECEDING THE DATE OF THE DATE OF THE OCCURANCE OF THE FACTS AND CIRCUMSTANCES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HIPPY MARKET AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

21. DISPUTE RESOLUTION – ARBITRATION

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.

You and Hippy Market agree that any dispute, claim or controversy arising out of or relating to these Brand Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to: (a) bring an individual action in small claims court; (b) the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights; (c) pursue an enforcement action through the applicable federal, state or local agency if that action is available; and (d) seek injunctive relief in a court of law in aid of arbitration. YOU ACKNOWLEDGE AND AGREE THAT YOU AND HIPPY MARKET ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Hippy Market otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Brand Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The parties agree that the Federal Arbitration Act applies and will govern the interpretation and enforcement of this Arbitration Agreement.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an experienced (15+ years practicing) attorney licensed to practice law in the state of Delaware.

Arbitration Location and Procedure. Unless you and Hippy Market otherwise agree, the arbitration will be conducted in New Castle County, Delaware. If your claim does not exceed US$10,000, then the arbitration will be conducted solely on the basis of documents you and Hippy Market submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds US$10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent, to the extent permitted by law, with the terms of the “Limitation of Liability” section of these Brand Terms, as to the types and the amounts of damages for which a party may be held liable.

Fees. Your responsibility to pay any AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules. If applicable arbitration rules or laws require us to pay a greater portion or all of such fees and costs in order for this Dispute Resolution provision to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration.

Changes. Notwithstanding the provisions of the “Modification” section above, if Hippy Market changes this “Dispute Resolution” section after the date you first accepted these Brand Terms (or accepted any subsequent changes to these Brand Terms), you may reject any such change by sending us written notice (including by contacting us) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Hippy Market’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Hippy Market in accordance with the arbitration provisions of this “Dispute Resolution” section (however entitled) as of the date you first accepted these Brand Terms or accepted any subsequent changes to these Brand Terms.

22. Entire Agreement

These Brand Terms constitute the entire and exclusive understanding and agreement between Hippy Market and you regarding the Services and Collective Content, and these Brand Terms supersede and replace any and all prior oral or written understandings or agreements between Hippy Market and you regarding the Services and Collective Content.

23. Severability, Waiver, Survival

The failure by Hippy Market to enforce any right or provision of these Brand Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Hippy Market. Except as expressly set forth in these Brand Terms, the exercise by either party of any of its remedies under these Brand Terms will be without prejudice to its other remedies under these Brand Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Brand Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Brand Terms will remain in full force and effect. Throughout these Brand Terms, the word “include” or “including” means “including, but not limited to.” Provisions that by their nature are intended to survive the termination of these Brand Terms or your use of the Services will survive.

24. No Joint Venture

The relationship between the parties hereto is not construed to be a partnership, joint venture, employment, master-servant, principal-agent, or other relationship for any purpose whatsoever. Except as expressly provided in these Brand Terms, neither party may be held accountable for the acts or omission or failure to act of the other party, and neither party is authorized to obligate or bind the other party by contract, warranty, representation, or otherwise in any manner whatsoever.

25. Notice

Notice to you under these Brand Terms will be deemed effective when sent to your email address associated with your Brand/Distributor Account.

Notice to Hippy Market under these Brand Terms must be delivered via certified mail to:

Hippy Market, Inc.

Attn: Legal Dept.

390 NE 191st Street Suite 8686

Miami, FL 33179