Vendor Agreement

This Vendor Agreement (the “Agreement”) is between HFX LLC, operator of Qloset (“Qloset,” “we,” “us,” or “our”), and each person or business that applies to list, supply, or fulfill products through Qloset (“Seller,” “Vendor,” or “you”).

The Agreement applies to the Qloset mobile application, Qloset.dev, and related Seller tools and services, together called the “Platform.” By electronically accepting this Agreement through a method Qloset provides, you confirm that you have read it, have authority to enter it, and agree to its terms. Publication of this Agreement does not by itself record or prove your acceptance.

1. Qloset’s marketplace model

Qloset operates a fashion marketplace for new and pre-owned products. For Platform checkout, Qloset acts as the customer-facing Merchant of Record. Qloset presents and processes the customer transaction through Qloset’s payment account, receives the customer’s payment, coordinates customer support, and decides and communicates customer-facing refunds, chargebacks, and other order remedies.

Sellers are independent businesses that supply products, control their inventory, create and maintain listings, and physically fulfill their Qloset order items. Qloset does not warehouse Seller inventory under the current Vendor-Direct Fulfillment model. Listing a product does not transfer ownership of the Seller’s inventory to Qloset.

A customer may purchase items from multiple Sellers in one Qloset checkout. Each order item remains assigned to the responsible Seller, and each Seller ships its item directly to the delivery address provided for that order. Qloset coordinates one customer-facing order journey across those shipments.

2. Eligibility, authority, and account information

To sell through Qloset, you must:

• Be at least 18 years old and legally able to enter this Agreement.
• Have authority to bind the person or business identified on the Seller account.
• Be able to fulfill the products you offer.
• Provide accurate and current identity, business, contact, tax, payment, and fulfillment information requested by Qloset.
• Keep account credentials secure and limit access to authorized people.
• Notify Qloset promptly of unauthorized access, fraud, or material changes to your information.

Qloset may verify information directly or through a payment, identity, tax, or compliance service provider. You must provide requested records and periodically certify or update your information within the time Qloset states. Qloset may restrict listing, order acceptance, or settlement when required information is missing, inaccurate, expired, or unverifiable.

Qloset may disclose Seller identity and contact information through listings, order records, or other Platform surfaces when marketplace-transparency rules apply. Qloset may also require you to accept a payment provider’s terms or complete connected-account verification before using a future automated settlement method.

3. Incorporated policies

This Agreement and the following fixed documents together form Qloset Seller Policy Set 1.0 and are incorporated by reference:

• Responsibility of Sellers Policy, Version 1.0, effective August 31, 2026.
• Intellectual Property Policy, Version 1.0, effective August 31, 2026.
• Privacy Policy, effective August 31, 2026.
• Returns & Refunds Policy, effective August 31, 2026.

The complete set is indexed at qloset.dev/seller-policies. Guidance, product-category rules, safety notices, shipping instructions, or operational directions are not incorporated into this Agreement unless Qloset expressly identifies them as part of an accepted Seller Policy Set or this Agreement otherwise requires compliance with applicable law, carrier rules, or product-specific safety obligations.

The Responsibility of Sellers Policy contains the detailed conduct, listing, inventory, fulfillment, buyer-information, and enforcement rules that apply to Sellers. This Agreement controls commission, settlement, taxes, indemnity, governing law, and other commercial terms. The Privacy Policy controls how Qloset handles personal information, and the Returns & Refunds Policy controls the customer-facing return and refund rules, in each case subject to applicable law. If an incorporated policy otherwise conflicts with this Agreement, this Agreement controls unless the policy expressly states otherwise.

4. Products and listings

You may offer only products you have the practical ability and authority to supply and fulfill. Each product and listing must comply with the Responsibility of Sellers Policy and must be authentic, accurately described, safe, lawful to sell and ship, and supported by records reasonably sufficient to show source and authorization when requested.

You are responsible for:

• Product identity, condition, authenticity, safety, labeling, and required disclosures.
• Listing text, images, sizes, variants, pricing, inventory, fulfillment origin, and shipping information.
• Rights or permissions needed to sell each product and use all listing content.
• Monitoring recalls, safety warnings, restrictions, and changes affecting products you offer.
• Promptly correcting or archiving inaccurate or unavailable listings.

Qloset may correct, restrict, archive, or remove a listing; prevent new orders; request records; or take another Platform-enforcement action when a product or listing may violate this Agreement or an incorporated policy.

5. Orders and Vendor-Direct Fulfillment

When Qloset sends you a paid order item, you must:

• Review it promptly and notify Qloset immediately of any problem.
• Reserve and ship the exact product, size, variant, quantity, and condition purchased.
• Package it safely and comply with applicable carrier rules.
• Ship within the handling time or shipment promise presented through Qloset.
• Mark an item fulfilled only after transferring it to the carrier.
• Provide accurate carrier and tracking information for that shipment.
• Keep reasonable order and shipment records and provide them when requested.
• Cooperate with delivery investigations, carrier claims, recalls, and order-issue reviews.

You may not substitute another product, size, color, condition, or variant without Qloset’s express approval. You may not enter false tracking information, reuse tracking from another shipment, mark an unshipped item fulfilled, or move a Qloset order outside Qloset’s recorded order process.

If you cannot meet a shipment promise, you must tell Qloset immediately. Qloset may seek the customer’s consent to a delay, cancel the affected item, issue a refund, or provide another customer remedy. You must not make a separate promise to the customer or instruct the customer to return an item unless Qloset authorizes it.

6. Customer relationship and order remedies

Qloset manages the customer-facing checkout, support process, and order remedy. The Returns & Refunds Policy governs customer-facing return and refund eligibility. Sellers remain responsible for product, listing, inventory, and fulfillment problems, including nondelivery, damage, wrong items, inauthenticity concerns, and material differences from a listing.

You must respond promptly to Qloset’s requests for records, evidence, or a proposed resolution. Qloset may decide and communicate a refund, replacement, cancellation, shipping adjustment, or other Platform remedy based on the available information. A Platform remedy does not constitute a legal determination about liability between other parties.

You may not directly collect additional payment from a Qloset customer, issue an off-Platform refund for a Qloset order, or settle an order issue outside Qloset without written authorization.

7. Commission, shipping allocation, and processing fees

For each order item:

• Merchandise Amount means the item price recorded as paid, excluding separately stated tax and shipping.
• Platform Commission is 15% of the Merchandise Amount.
• Seller Merchandise Allocation is 85% of the Merchandise Amount.
• Seller Shipping Allocation is the shipping amount collected and assigned to that Seller through Qloset’s server-calculated shipping breakdown.

The preliminary Seller Allocation for an order item is the Seller Merchandise Allocation plus the Seller Shipping Allocation, subject to refunds, chargebacks, adjustments, holds, offsets, and recoveries permitted by this Agreement.

Qloset absorbs standard customer-payment processing fees under the current Version 1.0 model and does not separately deduct those fees from the Seller Merchandise Allocation. Taxes collected from customers are not Seller earnings and are excluded from commission calculations.

Calculations are made in U.S. dollars and rounded to the nearest cent. A dashboard figure is an estimate until Qloset completes the applicable settlement review.

Qloset may change commission or introduce a Seller-paid fee only prospectively after giving the notice described in Section 17. A changed rate does not apply to an order placed before the new rate takes effect.

8. Settlement, holds, offsets, and recovery

Qloset uses Manual Vendor Settlement for Version 1.0. Seller settlement is not an automatic transfer triggered by the Vendor Dashboard.

An order item becomes eligible for settlement only after:

1. The Seller has fulfilled the item.
2. Qloset Operations confirms delivery to the customer.
3. The three-calendar-day Customer Issue Window expires without an unresolved claim affecting the item.

Qloset’s weekly settlement run occurs on Friday and ordinarily includes amounts that became eligible by Thursday at 11:59 PM America/New_York time. Qloset Operations calculates the eligible amount, sends payment using an approved method outside the application, and retains calculation and payment evidence for reconciliation.

The Vendor Dashboard’s fulfilled earnings, pending payout, dates, and other estimates are advisory. They do not establish confirmed delivery, close a Customer Issue Window, or authorize payment.

Qloset may delay settlement of an amount reasonably connected to:

• An open delivery, refund, chargeback, fraud, authenticity, safety, or infringement review.
• A cancelled, unfulfilled, undelivered, or materially misdescribed order item.
• Missing or unverifiable Seller, tax, payment, or fulfillment information.
• A payment-provider hold, reversal, reserve, or account restriction affecting the transaction.
• A binding court or government order affecting the payment.

When a refund, chargeback, shipping adjustment, or other loss results from your breach, inaccurate listing, inventory failure, unlawful product, or fulfillment failure, Qloset may deduct the reasonably related amount from a pending settlement, offset it against future Seller Allocations, or request reimbursement. Qloset will provide a reasonable explanation or settlement record when practical. You may request review through support@qloset.dev; requesting review does not automatically release a hold.

Qloset is not responsible for delay caused by inaccurate payment information, a Seller’s failure to complete verification, or a bank or payment provider rejecting a transfer.

9. Taxes and records

You are responsible for your own income, business, payroll, licensing, registration, and other taxes or filings arising from your Seller business. You are also responsible for sales made outside Qloset.

Qloset may calculate, collect, report, withhold, or remit transaction taxes when Qloset determines that it must do so for a Platform sale. You must provide accurate product classification, fulfillment-origin, business, and tax information needed for those calculations. When Qloset certifies that it will collect and remit a specific transaction tax for a Platform sale, you must not separately collect the same tax from the customer.

Qloset may request a taxpayer identification number, issue information returns, apply backup withholding, or report Seller payments when the applicable reporting rules require it. Receiving or not receiving a tax form does not determine whether Seller income is taxable. You are responsible for obtaining your own tax advice.

You must keep records reasonably sufficient to support your listings, fulfillment, expenses, authenticity, tax information, and amounts received through Qloset.

10. Seller Content and intellectual property

“Seller Content” includes product names, descriptions, photographs, videos, logos, brand assets, and other material you provide to Qloset. You retain ownership of Seller Content.

You grant Qloset a worldwide, non-exclusive, royalty-free license to host, reproduce, display, distribute, and format Seller Content as needed to operate, secure, support, and promote Qloset and your products. Qloset may resize, crop, translate, or adapt formatting but will not knowingly make a material product misrepresentation.

The license lasts while the content, listing, or Seller account is active and for a reasonable wind-down period. Qloset may retain nonpublic copies for order records, disputes, fraud prevention, security, accounting, and policy enforcement. Materials already included in a published Qloset marketing campaign may remain in that campaign’s historical or archived copies.

This license does not give another Seller a right to reuse your Seller Content.

You represent that you own Seller Content or have permission to use and license it. Intellectual-property reports and Seller responses are handled under the Intellectual Property Policy.

11. Buyer information and security

Buyer information received through Qloset may be used only to fulfill and support the applicable Qloset order or maintain records you are required to keep. You must:

• Limit access to people and service providers who need the information for fulfillment.
• Protect it against unauthorized access, use, disclosure, loss, or alteration.
• Not use it for advertising, profiling, unrelated analytics, or an independent customer list.
• Not sell it or share it except with a carrier or fulfillment provider that needs it for the order and is required to protect it.
• Not contact a buyer outside Qloset’s approved support or fulfillment process unless Qloset authorizes the contact.
• Delete or securely dispose of it when no longer reasonably needed, subject to permitted recordkeeping.

You must notify Qloset immediately of suspected loss, unauthorized access, or disclosure of buyer information and cooperate with containment and investigation.

12. Fair marketplace conduct

You may sell through other channels and keep customers you acquired independently of Qloset. You may not misuse Qloset customers, orders, information, or systems.

Prohibited conduct includes:

• Redirecting a Qloset user to complete a transaction discovered through Qloset elsewhere.
• Including shipment solicitations intended to move future Qloset-discovered purchases off the Platform.
• Manipulating search, recommendations, reviews, analytics, inventory, pricing displays, or account eligibility.
• Creating false orders, false scarcity, misleading promotions, or deceptive account activity.
• Misusing another person’s identity, storefront, brand, content, or account.
• Retaliating against a buyer, rights owner, reporter, or other participant for raising a good-faith concern.
• Evading or attempting to evade a restriction, removal, settlement hold, or suspension.

13. Seller representations and warranties

You represent and warrant that:

• You have authority to enter this Agreement and perform your obligations.
• You have the right and practical ability to supply every product you offer.
• Your products are authentic, safe, accurately described, and lawful to sell, ship, and import.
• Your products and Seller Content do not infringe another person’s rights.
• Your information and records submitted to Qloset are accurate and not misleading.
• You will comply with the rules that apply to your products, business, listings, data use, and fulfillment.

Qloset does not promise any minimum sales, traffic, ranking, availability, or earnings. Except for promises expressly made in this Agreement, the Platform is provided “as is” and “as available” to the fullest extent permitted by applicable law.

14. Indemnification

You will defend, indemnify, and hold harmless Qloset, HFX LLC, and their officers, employees, contractors, and affiliates from third-party claims, losses, liabilities, penalties, damages, and reasonable legal expenses arising from:

• A product you list, supply, or fulfill.
• Seller Content or your alleged violation of another person’s rights.
• Your breach of this Agreement or an incorporated policy.
• Your fraud, negligence, willful misconduct, or violation of a rule applying to your business or products.
• Your use or disclosure of buyer information outside this Agreement.

Qloset will give reasonable notice of a covered claim when practical. You may not settle a claim in a way that admits fault by Qloset, imposes an obligation on Qloset, or restricts Qloset without Qloset’s written consent. Qloset may participate in or assume control of the defense at its own expense.

15. Limitation of liability

To the fullest extent permitted by applicable law, neither party is liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits or business opportunity, arising from this Agreement.

To the fullest extent permitted by applicable law, Qloset’s total liability to you for claims arising from this Agreement will not exceed the Platform Commissions Qloset retained from your Qloset sales during the three months immediately preceding the event giving rise to the claim.

These limitations do not apply where they are prohibited or to liability that cannot be limited by applicable law. They do not limit your payment, reimbursement, indemnification, fraud, confidentiality, data-security, or intellectual-property obligations.

16. Restriction, suspension, and termination

You may stop offering new products and request account closure. You remain responsible for open orders, customer issues, records, amounts owed, and obligations that arose before closure.

Qloset may restrict listings, prevent new orders, delay affected settlement, suspend access, or terminate this Agreement when reasonably connected to:

• A breach of this Agreement or an incorporated policy.
• Fraud, account compromise, deceptive conduct, or material risk to users or the Platform.
• Counterfeit, infringing, unsafe, recalled, unlawful, or materially misdescribed products.
• Repeated inventory, shipment, tracking, delivery, or order-remedy failures.
• Missing, inaccurate, expired, or unverifiable Seller information.
• A payment-provider, carrier, court, or government restriction affecting the Seller or its transactions.
• Attempts to evade an earlier Platform action.

Qloset may act immediately when needed to protect buyers, rights owners, the public, funds, or Platform security. When practical, Qloset will tell you the reason and what information may be submitted for review. A review request does not automatically pause a protective action.

After termination, Qloset may retain records and Seller Content as described in this Agreement, resolve open orders and claims, and hold or offset affected amounts. Sections concerning accrued payments, taxes, records, content licenses, buyer information, warranties, indemnification, liability, disputes, and miscellaneous terms survive termination to the extent needed to give them effect.

17. Changes to this Agreement

Qloset may update this Agreement or an incorporated policy. Qloset will provide at least 30 days’ notice before a material change to commission, settlement, or other core commercial terms takes effect.

A change addressing active fraud, security, product-safety, payment-provider, court-order, or government-order concerns may take effect sooner. Qloset will identify its effective date and provide notice when practical.

Qloset will identify the updated Agreement or Seller Policy Set version and its effective date. A material update applies to you only after you accept it electronically or through another legally valid consent method identified in the notice. Publication alone does not record or prove acceptance. If you do not agree, you must stop accepting new orders and request account closure before the change applies to you.

18. Governing law and disputes

This Agreement is governed by the laws of the State of Vermont, without regard to conflict-of-law rules. You and Qloset agree that disputes arising from this Agreement will be brought exclusively in the state or federal courts located in Vermont, and each party consents to those courts’ jurisdiction.

Before filing a claim, a party should send a written description of the dispute and requested resolution to the other party and allow a reasonable opportunity for informal resolution. This does not prevent either party from seeking urgent injunctive or protective relief.

19. Notices and contact

Qloset may send notices to the email address associated with your account, through Seller tools, or by another electronic method you have authorized. You are responsible for keeping your contact information current.

Send Agreement questions, notices, and review requests to:

Qloset Support support@qloset.dev

20. Miscellaneous

• Independent businesses. The parties are independent businesses. This Agreement does not create employment, partnership, franchise, joint venture, fiduciary, or general agency authority. Neither party may bind the other except as this Agreement expressly states.
• Assignment. You may not transfer this Agreement or a Seller account without Qloset’s written consent. Qloset may assign this Agreement in connection with a merger, financing, reorganization, sale of assets, or transfer of the Platform.
• Entire agreement. This Agreement and its incorporated policies are the entire agreement between you and Qloset concerning your Seller activity on the Platform and replace earlier agreements on that subject.
• Severability. If a provision is held unenforceable, it will be limited to the minimum extent necessary, and the remaining provisions will continue.
• No waiver. A failure to enforce a provision once is not a waiver of the right to enforce it later.
• Headings. Headings are for readability and do not change the meaning of the Agreement.

Acceptance

By electronically accepting this Agreement, you confirm that:

• You have read and agree to this Agreement and its incorporated policies.
• You are at least 18 years old and authorized to bind the identified Seller.
• The Seller information you provided is accurate.
• You understand the 15% Platform Commission, Manual Vendor Settlement process, and Qloset’s authority to hold or offset affected amounts under this Agreement.