CONSCIOUS CORPORATE COLLECTIVE, INC. VENDOR TERMS OF SERVICE

Effective February 20, 2024

1. Overview

Thank you for your interest in becoming a Vendor on the Conscious Collective online marketplace, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Vendor Terms of Service (“Vendor Terms”), the terms “CC,” “us,” and/or “we” refer to Conscious Corporate Collective, Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Vendor. These Vendor Terms, along with CC’s Terms of Service (“Overall Terms”) and Privacy Policy, govern your sale of products as a Vendor through the Services. These Vendor Terms reference and link to various CC policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Vendor Terms. You hereby acknowledge and agree to the set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Vendor Terms, the word “include” or “including” means “including, but not limited to”.

2. Key Definitions

• “Vendor” means a Business who offers to sell and/or sells their own products to CC Clients through the Services. The term “Vendor” also includes “Distributor” as defined below.
• “Distributor” means a seller who offers to sell and/or sells a third party Vendor’s products to CC Clients on the Services under express, valid and continuous authorization from such third party Vendor.
• “Client” means a buyer who purchases products through the Services for the purpose of corporate gifting.

3. Account Registration – Vendor Account

• Vendor Account. To sell products through the Services as a Vendor, you must submit an application to become a Vendor and be approved by CC for an account (“Vendor Account”), as further set forth in the General Terms. By accepting these Vendor Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety, and if you are a Distributor, proof that you have the necessary rights from applicable third party Vendors whose products you seek to distribute on the Services) during the Vendor application process (as detailed in the General Terms), you authorize CC and its affiliates and payment processors to settle and disburse funds to you and on your behalf, and on behalf of any third party Vendors whose products you seek to distribute on the Services. CC will use good faith efforts to review your application to become a Vendor as soon as possible. You acknowledge that CC is only able to accept a limited number of Vendors at any given time, and that CC is not obligated to accept you as a Vendor. You hereby release CC from any liability regarding the acceptance process.
• Distributors. If you intend to distribute a third party Vendor’s products on the Services, you must obtain express written consent from the applicable third party Vendor. Such consent must include all relevant third party Vendor details (including, without limitation, Vendor name, products to be sold, and relevant contact information), all of which CC requires for legal and quality purposes. As a Distributor, you acknowledge and agree that a third party Vendor may in its discretion choose to list its products directly on the Services, in which case the relevant products would be removed from your listing as a Distributor.

4. Onboarding

• Vendor Page. Each Vendor has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) (“Vendor Page”). CC will create and design your Shop Page with the information you provide (or you may do so yourself in future iterations of our onboarding process features). You agree that CC may adjust, edit or remove Content you submit in order to comply with CC’s internal specifications and requirements. CC reserves the right to approve the final look and feel of your Vendor Page in its sole discretion. To have CC create your Shop Page, you must provide a catalog file, high resolution photography (product and lifestyle) in accordance with CC’s photography guidelines, and your minimum order quantity, all described below. CC may ask for additional information as needed. As soon as your Shop Page is created, CC will send you an activation email.
• Catalog File. As part of the onboarding process, you are required and agree to submit to CC a catalog file of your entire and complete wholesale product catalog containing the following information: (i) product name; (ii) individual or prepack; (iii) product variations; (iv) case size; (v) wholesale price by region; (vi) retail price; (vii) product descriptions; and (viii) whether products are active or inactive. The catalog must be in accordance with CC’s Product Guidelines.
• High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products in accordance with CC’s photography guidelines. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by CC, and CC will select the best quality and most appropriate photographs for your Shop Page. CC reserves the right to reject content that violates CC’s guidelines or these Vendor Terms.
• Order Minimums. You may set minimum order quantities for your products on a region-by-region basis. If you wish to have minimum order quantities, you agree to provide CC with your first order and reorder minimums (together, an “Order Minimum”), which will be displayed on your Shop Page.
• Shipping Lead Time. You must set your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. CC reserves the right to adjust the shipping lead time, based on actual historical lead times and to accommodate any lead time we require to augment the service sold to the Client. The lead time you set will be displayed on your Shop Page for the purpose of informing Clients, who may rely on it when making a purchase. You must also enter an expected shipping date once orders are placed in order to approve/accept the order. You may edit your lead time in your Vendor Account settings.

5. Content License, Representations and Warranties

• License. In connection with your use of the Services, you hereby grant to CC a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your Content on, through or by means of the Services and any of CC’s advertising, marketing, publicity and other initiatives and events. CC does not claim any ownership rights in any of your Content and nothing in these Vendor Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that CC may at its option, grant a limited, revocable sublicense to Clients to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.
• Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to CC the rights in such Content as contemplated under these Terms (including, without limitation, all rights, licenses, consents and releases from applicable third party Vendors if you are a Distributor); and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by CC or a Client of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. CC takes no responsibility and assumes no liability, and you hereby release CC from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify CC per the terms of the Indemnification section herein.

6. Product Listing and Compliance

• Product Listing. CC requires each Vendor to list their entire wholesale catalog, unless otherwise agreed in writing by CC, and provide a description for each product. CC reserves the right to accept or reject any products and has final discretion as to the content of the final Shop Page. Vendor's available products will at all times comply with CC’s Product Guidelines regarding prohibited products.
• Product and Content Compliance. All products made available on CC, and related Content, must meet CC’s Product Guidelines. You acknowledge and agree to: (i) abide by CC’s Product Guidelines and to refrain from making available any prohibited products identified in CC’s Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including (a) that they are allowed to be sold from your jurisdiction and into the Client’s jurisdiction and (b) if you are a Distributor, that you are properly authorized to do so by the applicable third party Vendor(s). You acknowledge and agree that CC is not responsible for determining whether you meet the above requirements, you hereby release CC from any liability with respect thereto and agree to indemnify CC as set forth in the Indemnification section set forth below. Failure to comply with CC’s Products Guidelines may result in the temporary suspension or permanent termination of your Vendor Account, in our sole discretion.

7. Product Pricing

• Pricing Consistency. You acknowledge and agree that your prices on your Shop Page will be consistent with all other wholesale and retail channels where your products can be found in the applicable region. Product prices on your Shop Page must be displayed exclusive of indirect taxes, such as sales tax (in the U.S.), GST/HST, QST, PST (in Canada) or similar taxes.
• Price Audits. You acknowledge and agree that CC may perform routine price and content audits of the products listed on your Shop Page. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Clients. In the event a discrepancy is found, CC may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, CC reserves the right to temporarily suspend or permanently terminate your Vendor Account.

8. Title, Returns, Promotions

• Flash Title. As soon as you accept an order from a Client, title to the product(s) in the order passes to CC before passing to the Client. If the Client cancels the order prior to you shipping the order, or if the Client cancels the order because you have delayed shipping the order past the expected shipping date, then title passes back to you.
• First Orders with a Vendor. CC offers free returns on the first order placed with any Vendor. From the date the order is placed, a Client has a limited period of time to return the product for a full refund. Any additional orders (reorders) from a Vendor are not eligible for return unless otherwise determined by CC in its sole discretion. However, CC, not the Vendor, takes on this return risk, as returned items will not be deducted from your payout for the order.
• Returned Products. CC takes title to all products returned by a Client, subject to its return policies (not all products are eligible for return). CC may, at its option, promote and distribute any returned products through its various redistribution channels. Clients may purchase these returned products without meeting the Vendor’s Minimum. You acknowledge and agree that CC may promote and redistribute such products bearing your Vendor name through these and/or other avenues. If you do not want your returned products to be re-sold or redistributed by CC, you may opt to buy back your returned inventory subject to certain additional terms and conditions.

9. Commissions, Payment Processing Fees, and Payout Schedules

• Acceptance of Terms. By accepting these Vendor Terms, you acknowledge and agree to the commissions, Payment Processing Fees (as defined in this Section), calculations, other identified costs, and payout schedules set forth below. You agree and authorize CC and/or its payment processors to deduct all commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account as designated by you through your CC account. If you are a Distributor, you acknowledge and agree that you have the power and authority to agree to the foregoing with respect to all third party Vendors whose products you distribute on the Services.
• Commissions.
• (i) Except as explicitly stated in these Vendor Terms, CC charges Vendors the following commission (the “Commission”) on orders placed through the Services (at times referred to as the CC “marketplace”):
• For opening orders (i.e., the first order from a Client), the Commission charge is 40% of the Order Subtotal (as defined below) plus a new customer fee of ten dollars ($10 CAD); and
• For reorders (i.e., subsequent orders from a Client), the Commission charged to a Vendor is 30% of the Order Subtotal.
• As used herein “Order Subtotal” means the total product cost, less Vendor funded discounts as reflected in the invoice provided by CC to the applicable Vendor.
• Calculation. Commissions are calculated based on the dollar amount of the Order Subtotal. Any items that a Client marks as damaged, missing, or otherwise defective are deducted from the payout of the order (CC does not receive a commission on these items). If you send a replacement for a damaged, missing, or defective item, CC will pay you for the invoiced cost of the replacement item.
• Payout Schedule; Payment Processing Fee.
• (i) Payout Options. Vendors can select how fast they want payouts to their designated bank account for orders placed with the Vendor through the Services (each a “Payout Option”) subject to Section 9(d)(iv). CC currently offers two Payout Options: (1) a 60 day payout; and (2) a 30 day payout. You can update your Payout Option anytime. You can visit our Help Center for details on how to update your Payout Option. If you update your Payout Option, that option will apply to future orders only.
• (ii) Payment Processing Fee. As used herein, “Payment Processing Fee” means the fees from third-party payment processors along with the costs of managing flexible payment terms for Clients and guaranteeing Vendors get paid on time, regardless of when their Clients pay or what payment method they use, and other costs including the costs of managing fraud, and the costs of chargebacks, late payments and defaults. Please note that while CC works to ensure Vendors are paid on time, a payout to a Vendor may not be completed for various reasons, including a Vendor’s violation of its obligations under these Vendor Terms, in the event of fraud, if ordered products are missing or damaged, or as a result of actions taken by your bank or financial institution.
• (iii) Vendors will incur a Payment Processing Fee for each Payout Option as follows:

Selected Payout Option	60 day	30 day
Payment Processing Fee	2% + $1.00 CAD	3% + $1.00 CAD

• (iv) As used herein the “Designated Payout Date” means the number of days applicable to your selected Payout Option (i.e., 60 days or 30 days). You acknowledge and agree that you are not entitled to any interest or other compensation associated with your selected Payout Option. The Payment Processing Fee is applied to the Order Subtotal and will be deducted from your payout amount and reflected on your Vendor invoice. Subject to your compliance with these Vendor Terms, after a shipment of an order has been scanned by your shipping provider and is in transit, CC will initiate the transfer of the amounts owed for such order in accordance with these Vendor Terms to your designated bank account approximately on the next business day following the Designated Payout Date. It is anticipated that funds for any of the Payout Options will appear within 1 to 2 business days of being processed. CC is not responsible for any actions taken by your bank or financial institution that may result in some or all of the funds not being made available to you. CC reserves the right to suspend payouts to your bank account due to pending disputes, excessive chargebacks or refunds, as necessary to comply with any request from CC’s third party payment processors, and/or other improper or illegal activity as determined by CC in its sole discretion.

• Taxes. All of CC’s fees (including Commission and Payment Processing Fees) are exclusive of indirect taxes, including sales tax and similar indirect taxes that may be applicable as a result of applicable U.S., Canadian or other foreign law. In particular, all of our fees are exclusive of applicable Canadian federal and/or provincial indirect taxes, including goods and services tax/harmonized sales tax (“GST/HST”), Quebec sales tax (“QST”) and/or provincial sales tax (“PST”). Such taxes shall be added to CC’s fees for services as provided by law. Applicable to Canada based Vendors only: CC will calculate the applicable indirect taxes payable (generally GST/HST, QST, and PST) for transactions entered into with Clients through the Services. Depending on your tax registration status, the nature of the supplies, and all other relevant factors, as provided to CC, CC may remit such taxes to you as part of the order payout for onward remittance to the appropriate tax authorities or shall remit such taxes directly to the appropriate tax authorities. Where such taxes are remitted to you, you acknowledge and agree that you are solely responsible for the onward remittance of any such taxes as well as any other payments or filings required under applicable law. You hereby release CC with respect thereto, and agree to indemnify, defend and hold CC harmless against any and all such (withholding or other) taxes, contributions, penalties and/or interest, or any claim or action in relation therewith.

10. Shipping - Costs, Lead Times, Shipping Providers, Damaged Products

• Shipping Costs. Vendors must either include shipping rates on a per item basis for each product listed on CC or they have the option to use “Ship with CC” for CC negotiated discounted shipping rates. Where a vendor includes shipping rates on a per product basis, we recommend an average per item rate for shipping to Canada and another for shipping to US. Where a Vendor uses Ship with CC, shipping costs may appear on a Client’s invoice, in which case such shipping costs will be excluded from the Vendor payout. Shipping costs may not be inflated in any way. For the avoidance of doubt, CC is not responsible for handling transport, duty or customs clearance of any Vendor products.
• Tracking Number. You will be asked by CC for, and you agree to provide within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. If the order is a direct purchase, when you input the tracking number(s), CC will automatically send an email to the Client letting them know the order is on its way. Although not required, CC recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.
• Damaged or Missing Products. CC will notify you if a Client reports that a product is damaged or if an order is missing items. CC will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release CC from any liability with regard thereto. CC reserves the right to deduct payouts or charge the bank account or any payment method we have on file associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with CC, but we reserve the right to reject any dispute/claim created by you about the charge.
• Shipping Insurance. CC does not require you to purchase shipping insurance. However, CC strongly recommends that you do so in order to facilitate any shipping dispute you have with a Client. Shipping protection may be available. Shipping protection and insurance may be offered by third parties. Except as explicitly agreed to by the parties in writing, CC is not responsible for any shipping protection or insurance products.

11. Inventory, Orders, Recalled Products

• Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. We send monthly reminders to ensure products and inventory are up to date. You agree to promptly remove any products that are discontinued or are out of stock through your Vendor Account portal. It is your responsibility to keep your product catalog current and up-to-date based on availability (whether items are back-ordered or discontinued).
• Orders. CC will send you an email each time a Client places an order for your products. Your Vendor Account will also be updated with new order details. You will be able to review the order details, edit inventory availability and accept or cancel the order. You must accept or cancel an order within 2 business days of receiving the email notifying you of the order. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Repeated order cancellation may result in the temporary suspension or permanent termination of your Vendor Account, at our sole discretion.
• Right to Refuse. You have the right to refuse any order by a Client for any reason. Repeated refusal may impact your visibility and search placement within the Services to Clients.
• Recalled Products. You agree to immediately inform CC if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Clients; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled.
• No Circumvention. Once an order has been placed through your Shop Page by a Client, you agree that you will fulfill all orders placed by such Client through the Services. You further agree to not influence Clients to transact offline outside of the Services in any manner, or otherwise circumvent CC’s process in order to transact orders with Clients who were introduced to you through the Services offline or outside of the Services in any manner. CC reserves the right to deactivate or terminate your account if you fail to abide by these terms.
• Pause Mode. If you are going on vacation, or are unable to accept new orders for a period of time, you may pause your Shop Page for up to 12 weeks at a time using “Pause Mode” found in your Vendor Account tab. You will still be able to access your Vendor Account and we encourage you to fulfill any orders you have already accepted while on “Pause Mode.”

12. Commitment to Quality and Service

• Minimum Standards. Vendor and Client satisfaction is of utmost importance to the long-term health and success of the CC community. Accordingly, Vendors are subject to the following minimum standards in connection with the Services:
• To accurately list and describe available products on your Shop Page;
• To comply with any governmental guidelines related to product labeling;
• To timely accept or cancel an order from a Client;
• To timely fulfill and ship orders to Clients using a reputable shipping provider;
• To promptly and effectively respond to Client inquiries; and
• To promptly resolve missing or damaged orders with a Client.
• Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Vendor’s minimum standard requirements, CC will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Clients. Reviewed individually and as a whole, these metrics help CC determine whether you are meeting CC’s expectations on delivering a great experience for the Clients. Such metrics also include:
• Accuracy of product listings;
• Catalog completeness;
• How often your shipments are later than the expected shipping date;
• How often you provide a valid tracking number;
• How long it takes you to accept or cancel new orders;
• How often your orders are reported as damaged or missing products:
• How often your products are on backorder, returned or canceled;
• How promptly and effectively you respond to Client inquiries; and
• How promptly and effectively you resolve missing or damaged orders with a Client.
• Volume Considerations. CC takes volume consideration into account when calculating metrics. For example, if a Vendor has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that metric is technically over CC’s target, it does not necessarily reflect an actual problem with performance given the low volume of orders.
• Evaluation. CC typically evaluates a Vendor’s performance using the above metrics on an ongoing monthly basis, and more frequently during high volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged Vendor Account and/or the extent of available data. CC reserves the right to adjust its evaluation criteria as needed.
• Accountability. If CC determines that you are not meeting the minimum standards of quality and service, CC may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Vendor Account. CC also reserves the right to put limits on your Vendor Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Clients until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.
• Suspended Accounts. If your Vendor Account is suspended for performance issues, you may appeal for re-activation by providing CC with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If CC in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Vendor Account is erroneous, you may contact CC and explain why.

13. Promotion; Email and Marketing Tools

Unless you opt out as set forth below, CC may feature certain Vendors, products and Content (including Logos) at the top of their respective category, on CC’s landing pages, in advertisements, email, social media accounts or in any other channels or media at its discretion. CC may choose to bid on a Vendor’s names and keywords relating to the Vendor’s products in advertising products and may create SEO optimized pages or campaigns for Vendors. CC shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please contact us. CC may also offer Vendors email and marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted). You represent and warrant that you have and will have all requisite permissions and consents from a Client or prospective Client to provide their name and email address to CC through your use of the Services, including any email and marketing tools. You acknowledge and agree that use of any email or marketing tools made available through the Services by you or your affiliates or agents will be in compliance with applicable laws, including without limitation, CAN-SPAM. Use of any email or marketing tools made available through the Services in a manner that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited and CC reserves the right to throttle or limit the number of emails sent to Clients via such tools.

14. CC Messenger (Coming soon)

Clients and Vendors will be able contact each other directly through CC Messenger on the Services. You agree to use CC Messenger only for legitimate business purposes, such as responding to a Client’s question about your products or the status of an order, or to resolve business issues. You agree to not abuse CC Messenger, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to answer a Client’s question or resolve issues, you may contact CC directly.

15. Product Liability Insurance

All Vendors are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on CC in such amount as is reasonable and customary for companies of comparable size and activities. CC reserves the right to request proof of such insurance coverage and other relevant information at any time.

16. Indemnity

You agree to defend, indemnify, and hold CC, 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 Vendor Terms, or breach of your representations and warranties herein, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

17. Prohibited Uses

CC will have the right to investigate and prosecute violations of these Vendor Terms to the fullest extent permitted by law. CC may involve and cooperate with law enforcement authorities in prosecuting users who violate these Vendor Terms. You acknowledge and agree that CC has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Vendor 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. Company reserves the right, at any time and without prior notice, to remove or disable access to any Content that CC, in its sole discretion, considers to be in violation of these Vendor Terms or otherwise harmful to the Services. CC 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 CC suspects illegal activity may be taking place.

18. Termination

If you breach any of these Vendor Terms, CC will have the right to temporarily suspend or permanently terminate your Vendor Account, your eligibility to participate in any programs or promotions offered by CC, and/or terminate these Vendor Terms and/or the General Terms, in its sole discretion and without prior notice to you. CC reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event CC terminates these Vendor Terms or your Vendor Account for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with CC at any time by contacting us or as otherwise indicated in your Vendor Account portal. CC will take down your Shop Page as soon as practicable and will close your Vendor Account once there has been an accounting of all monies due and owing. In the event of any termination of your Vendor Account, all program benefits or other promotional incentives accrued or earned by you or related to your Vendor Account will cease or otherwise be canceled.