Mayple Global Terms & Conditions

Mayple Limited

Global Subscription Offering

Order Form

This Order Form (this “Order”) is by and between Mayple Limited (“Company” or “Mayple”) and the Client (“Client”) (each of Company and Client, a “Party”), and is effective on the date Mayple receives Client inventory at the Mayple warehouse. This Order includes and incorporates by reference the Global Terms and Conditions (collectively, this “Agreement”).

Client is ordering a subscription to Mayple’s platform, application program interface (“API”), and logistic services as described below and in Mayple’s documentation (collectively, the “Services” or “Solution”) pursuant to this Agreement:

| Services/Solution | Access to and use of supply chain software and services to facilitate efficient and economical direct to end-consumer shipping as further described in Mayple then current documentation and this Agreement. The Solution may involve: · Client shipping products to Mayple’s designated consolidation warehouse(s), and Mayple aggregating Client products with other clients’ products to potentially reduce transport and other costs when moving the product to market(s) and warehouse(s) closer to end-consumers, as further described in Mayple’s then-current documentation and processes. The location of Mayple’s then current warehouse(s) are available upon request, and subject to change from time to time. · Product warehoused at Mayple’s warehouse(s) are shipped to end-consumers under applicable orders designated and agreed through the API linking Client’s e-commerce platform and the Mayple’s Solution. · Proforma invoicing between Mayple and Client for product transfers and shipments. | | --- | --- | | Subscription Term | Month-to-month subscription | | Fees and Expenses | Platform Fee Payable By Client to Mayple: per table below, invoiced monthly in advance during the term and payable net 7 days after receipt of invoice.Revenue Tier (Annual GMV) Monthly Fee < $100k $299; $100k - $300k $799; $300k - $500k $1,299; $500k - $2M $2,999; $2M - $3M $4,999; $3M+ $4,999 + $999 per each $1M over $3M Additional Service Fees (if applicable/optional): Then current standard rates if/when applicable, subject to mutual agreement. Shipment and Logistics charges and expenses: 100% of all out of pocket costs and expenses reimbursed and per Mayple’s then current list rates. Weekly true-up and settlement of amounts owned to Mayple for fulfilling orders, shipping, and other applicable charges, costs, and expenses. Due net 7 days after receipt of invoice. Duties and Taxes: Duties and taxes are collected by Client during consumer checkout on the Client website or e-commerce platform. Mayple will bill Client, and Client will pay, for actual duty and tax amounts charged by destination government agency. Duties and taxes are calculated by Client’s third party e-commerce platform or other third parties (e.g., Shopify, Avalara or others), and Mayple is not responsible for the accuracy of their calculations. Carrier Surcharges:TypeFeeFuel Surcharge - set by DHL based on the worldwide price of gasolineVaries monthly. DHL’s latest rates can be found hereRemote Area Delivery - DHL applies a surcharge per shipment when the pick-up or delivery destination location is remote. Remote is defined as distant islands and highlands, a postal code, suburb or town that is difficult, inaccessible or infrequently served. DHL’s list of remote zip codes can be found here.$27Consumer Goods - a surcharge is applied for shipments containing potentially hazardous consumer goods such as perfumes, aftershaves, aerosols, nail varnish, etc. as covered by the IATA ID8000 section and packed in a form intended for retail sale and shipped to private individuals (B2C). $23Duties Taxes Paid – DTP Charges: Brands may incur duty prepaid charges for orders above the de minimis value. Exclusions apply for the UK and EU. $5.50Address Correction – fixed surcharge applied to any shipment that has an incorrect delivery address at the time of pickup and the delivery cannot be fulfilled after making efforts at the destination to determine the correct address.$6.50Lithium Ion Batteries – when the handling and transportation of shipments involves Lithium Ion batteries compliant with the appropriate IATA Packing Instructions 966, Section II. Full description of DHL’s lithium battery policy can be found here.$7GoGreen Climate Neutral – optional offsetting of carbon emissions related to global shipping$0.30 for every 2 pounds of freight offset |

Mayple Limited

Global Terms and Conditions

By clicking “I agree”, ENTERING INTO AN ORDER FORM, OR accessing or using MAYPLE LimITED’s (“COMPANY” or “MAYPLE”) SERVICES, including the MaYPLE Platform and related apis, (collectively, the “Services” or “Platform” or “Solution”), you agree to these MAYPLE GLOBAL TERMS AND CONDITIONS (“GTC”). THESE GTC along with any REGISTRATION INFORMATION OR SELECTIONS YOU MAKE ON THE PLATFORM OR ANY COMPANY order signed by you and Company REFERENCING THESE GTC form a legally binding Agreement (collectively, THIS “AGREEMENT”). “YOU” or “CLIENT” MEANS THE ENTITY IDENTIFIED AS the CLIENT IN THE PLATFORM OR ORDER, AND THE APPLICABLE INDIVIDUAL ASSOCIATED WITH SUCH CLIENT REPRESENTS AND WARRANTS HE/SHE HAS AUTHORITY TO BIND SUCH CLIENT. References to a “Party” or the “Parties” mean EIther or both of Mayple or Client, as applicable.

The Services

General. Mayple’s Solution consist of a software-as-a-service platform, including APIs and related logistical services to facilitate global e-commerce transactions through Mayple’s warehouse(s) (the “Warehouse”) to end customers as further described in Mayple’s then current documentation and procedures (the “Documentation”). The Solution is designed to facilitate certain of economies of scale by grouping Client’s products and orders with other Mayple clients’ products and orders in connection with international e-commerce transactions to the Mayple Warehouse.
Client Rights and Obligations. As part of the Solution and with Mayple’s assistance, Client (a) may integrate and use Mayple’s APIs in connection with Client’s use of Client’s e-commerce platform (which may include Shopify or other agreed e-commerce platform(s), the “e-Commerce Platform”) to process applicable transactions with end customers, (b) designate applicable customer orders as being fulfilled through the Mayple Solution and Warehouse, and (c) transfer applicable products from Client’s facilities to the Mayple Warehouse. With respect to products provided by Client to Mayple, Mayple agrees not to grant any third party any lien or other right to such product not expressly authorized by Client or otherwise required to process and fulfill orders as contemplated by this Agreement.
Mayple Rights and Obligations. As part of the Solution, Mayple will receive, store, warehouse, and ship such products through the Mayple Warehouse to fulfill and process applicable orders by customers. Mayple will also maintain and support the Solution, including the Warehouse, in accordance with the Documentation and this Agreement. Given the dynamic nature of e-commerce, the Solution may change from time to time. If Mayple materially changes the Solution and such change results in a material decrease in the functionality of the Solution that adversely impacts Client, then Client may terminate within sixty (60) days of the effect of such change by providing Mayple thirty (30) days’ notice of termination, unless the Parties reach an amicable resolution during the notice period. Unless otherwise agreed, Mayple will be the merchant of record for applicable orders as required by applicable laws or industry standards, and the Parties will collaborate and cooperate with each other in a transparent manner, including through pro-forma invoices and other documents to distribute products to the end customer.
Client Product Information. Client will send Mayple accurate and sufficient product, shipping, and other applicable information in formats and at a frequency defined by the Documentation and interfaces (“Product Information”) as reasonably necessary and appropriate for Mayple to provide the Services and fulfill orders to customers. Product Information will include product related attributes as required to accurately classify products and identify restricted items. Product Information will be provided through Mayple provide API(s) associated with Client’s e-Commerce Platform to the extent reasonably practical. Client acknowledges and agrees that Mayple is not affiliated with, or responsible for, the Client’s e-Commerce Platform (e.g., Shopify) or any other Client third-party service providers (e.g., Avalara), including for e-Commerce Platform or third-party related errors or omissions. For clarity, the e-Commerce Platform is not a part of the Solution (or Platform) provided by Mayple, but Mayple offers APIs as part of the Solution to facilitate integration between the Solution provided by Mayple and Client’s e-Commerce Platform.
Product Risk of Loss or Damage. In no event is Mayple responsible for the acts or omissions of any carriers or third parties not owned or controlled by Mayple or for any loss or damage to products, unless arising from Mayple’s fraud, gross negligence, or willful misconduct. As between the Parties, Client is responsible for all risk of loss or damage relating to the products and will re-process and re-fulfill orders and process and accept returns, as applicable, and for any additional shipping, handling or other processing costs relating thereto.
Prohibited Goods. Client will ensure that it does not offer, sell, or ship any products or samples (i) not legally allowed to be sold, including regulated or prohibited drugs, weapons, or other product, components, or ingredients subject to import/export control licenses or other restrictions, (ii) made from any type of endangered wild plant or animal that is in the list of species protected by the Convention on International Trade in Endangered Species, (iii) that fall into one or more of the nine United Nations hazard classes, (iv) that are classiﬁed as ﬁsh or wildlife as determined by the US. Fish & Wildlife department, (v) that are perishable according to any U.S. federal or US. state transportation authority, (vi) incorrectly labelled or packaged or that are subject to false or illegal claims, or (vii) that infringe or misappropriate the rights of a third party or are subject to an injunction, court order, or law prohibiting the sale or shipment thereof (collectively, “Prohibited Goods”). If Client offers, sells, or ships Prohibited Goods, Client will reimburse Mayple for any reasonable costs and expenses it or its affiliates incurs relating thereto, including any ﬁnes. Mayple reserves the right in its sole discretion to suspend or terminate Services and the Agreement if it believes in good faith Client has attempted to or has offered, sold, or shipped any Prohibited Goods. Notwithstanding the foregoing, certain goods considered Prohibited Goods may be sold or shipped in connection with the Agreement as and if mutually agreed and permitted under applicable laws and regulations. Client is solely responsible for requirements speciﬁc to quantity limits, packaging, hazmat and other labeling, documentation and/or detailing and must be able to furnish material safety data sheets for such products upon reasonable request.
Cooperation. The Parties will cooperate and collaborate to address customer and product related issues, including returns and chargebacks, and execute and exchange documentation and proforma invoices as necessary to transfer, ship, import, and export the products as contemplated by this Agreement and the Documentation.
Fees and Expenses. Mayple will invoice Client for Platform fees and and other reimbursable costs, charges, duties, and expenses weekly or as otherwise described in the applicable Order or Platform. Client will pay all amounts invoiced not subject to a good faith dispute within seven (7) days of receipt of the invoice, unless expressly agreed otherwise. Amounts not timely paid to Mayple when due are subject to interest at the lesser of 1.5% per month or the maximum rate permitted under applicable law. Mayple may suspend Services if Client does not timely pay amounts invoiced without limiting its other rights and remedies. Client is responsible for all taxes on the Platform and other amounts due and payable to Mayple, except for taxes on Mayple’s income.

Platform Subscription Rights; Restrictions; Responsibilities; Confidentiality.