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Supplier Partnership Terms

ZAGENO Marketing Platform Agreement

This Agreement is between the Supplier identified below ("Supplier") and ZAGENO, Inc. ("ZAGENO") regarding Suppliers' use of the Zageno marketing platform. This Agreement will become effective when this Agreement is executed by both ZAGENO and Supplier (the "Effective Date"). Terms not defined below shall have the meaning ascribed to them in the attached definitions which are incorporated in this Agreement by reference.

1. Service Terms.

1.1 Service Terms.

Zageno reserves the right at any time to modify or to cease providing some or all of the Services in Zageno's sole discretion and without notice. In the event Zageno ceases providing some or all of the Services, the parties agree that the buyers shall be directed and permitted to contact Seller directly. After registering, Supplier will have access to the Zageno marketing platform, marketplace and services.

1.2 Registration Information; Password Security.

Supplier will need to create a Zageno ID and password or other log-in ID and password ("Log-In Information") in order to manage their account. This information will be safeguarded by Zageno and treated as Supplier's Confidential Information (as hereinafter described).

Registration Data.

Supplier agrees to provide Zageno with complete information required by the Zageno Site registration ("Registration Data") and to maintain and promptly update such information to keep it true, accurate, current and complete. Zageno agrees to maintain the accuracy of information provided by Supplier on Zageno's site.

2. Suppliers' Product Listings and Orders.

2.1 Products and Product Information.

Supplier will provide accurate and complete information for each Product that Supplier makes available to be listed for sale through the Zageno Site and promptly update such information as necessary to ensure it at all times remains accurate and complete, including all Required Product Information. Supplier agrees that Supplier's packaging shall comply with applicable legal requirements.

2.2 Suppliers' Agreements.

Zageno provides a platform for third-party sellers (e.g., Supplier) and buyers to negotiate and complete transactions for products, including the Supplier Products. Zageno is not involved in the actual transaction between Supplier and buyers (the "Supplier Transaction"), except as set out in Section 2.5. Supplier shall provide a copy of Supplier's Terms and Conditions to Zageno so that Zageno will present them to the buyers at the time of purchase of Supplier product. Zageno shall not share Supplier's Terms and Conditions with any other third party for any other purpose. Zageno represents and warrants that Supplier's Terms and Conditions shall only be disclosed to a buyer in connection with a sale of Supplier Product.

2.3 Product Listing; Merchandising; Order Processing.

Zageno will list the Suppliers' Products that it decides to make available on the Zageno Site for sale on the Zageno Site as determined by Zageno in Zageno's sole discretion, and conduct certain merchandising and promotion activities to promote the Suppliers' Products. Supplier is responsible for the accuracy and content of the listings for Suppliers' Products (each a "Listing"). Supplier will coordinate with Zageno and provide to Zageno (using the processes and timing reasonably requested by Zageno) any requested information regarding shipment, tracking (to the extent available) and order status, and Zageno will relay this information to the specific buyer.

2.4 Shipping and Handling Charges.

For those of Suppliers' Products sold on or through the Zageno Site, Supplier will determine shipping and handling charges and address such charges appropriately with Zageno.

2.5 Payment Processing.

Supplier authorizes Zageno to act as Suppliers agent for purposes of processing payments, refunds and adjustments for any Supplier Transactions, receiving and holding Sales Proceeds from the Supplier Transactions on Suppliers' behalf, remitting Sales Proceeds to Suppliers' bank account, and retaining such amounts Supplier may owe Zageno in accordance with this Agreement or other agreements you may have with Zageno or its affiliates (collectively, the "Transaction Processing Service").

Supplier acknowledges and agrees that Zageno may provide the Transaction Processing Services through a third party. The Transaction Processing Service facilitates the purchase of Supplier Products. Sales Proceeds are credited to a registered Supplier Payment Account, and funds are transferred to the Supplier Payment Account in accordance with the pay terms outlined in this Agreement. Supplier

agrees that buyers satisfy their payment obligations to Supplier for Supplier Transactions when Supplier receives the Sales Proceeds. Zageno's obligation to remit funds received by Zageno on Suppliers' behalf is limited to funds that Zageno has actually received less amounts owed to Zageno. The Transaction Processing Service helps facilitate Supplier Transactions and neither Zageno nor our affiliates are the purchaser of the Suppliers' Products. Zageno warrants that Transaction Processing Services will be performed in accordance with law and in accordance with standards and safeguards commercially reasonable and applicable to such industry. Supplier must provide Zageno true and accurate information when registering and must maintain and update that information as applicable. Zageno may at any time require Supplier to provide relevant information Zageno requests to verify Suppliers' identity. Supplier will not impersonate any person or use a name he or she is not legally authorized to use. Supplier authorizes Zageno to verify his or her information (including any updated information), to obtain credit reports about Supplier in order to approve Supplier for use of the Transaction Processing Service and also from time to time while Supplier is registered with the Transaction Processing Service. Sales Proceeds can be credited only to bank accounts in the United States or any other country shown as supported by Zageno's standard functionality and enabled for the Supplier Payment Account (which functionality may be modified or discontinued by Zageno at any time without notice). Supplier may provide refunds or adjustments to buyers for Supplier Transaction through the Transaction Processing Service using functionality enabled for Suppliers' account. This functionality may be modified or discontinued by Zageno at any time with prior written notice.

Zageno will initiate a transfer to the Supplier Payment Account within twenty (20) business days of Zageno's receipt of the Sales Proceeds for a given Supplier Transaction, less any fees or other amounts owed to Zageno by Supplier under this Agreement and any refunds, adjustments, or other amounts paid to buyers in connection with Supplier Transaction. On occasion, Zageno may send Supplier a paper check instead of an electronic credit to the Supplier Payment Account; (e.g., if Suppliers' bank will not accept an electronic credit).

We reserve the right, upon termination of this Agreement, to set off against any payments to be made to Supplier, an amount mutually agreed upon by the parties to cover chargebacks, refunds, adjustments or other amounts paid to buyers in connection with Supplier Transactions for a prospective three-month period. At the end of such three-month period following termination, Zageno will disburse to Supplier any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to buyers, or seek reimbursement from Supplier via any of the means authorized in this paragraph above for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to buyers, as applicable.

Sales Proceeds are not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to Supplier, Zageno may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable laws. Supplier will not receive interest or any other earnings on any Sales Proceeds. To the extent required by applicable laws, Zageno will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds. If there is no activity (as determined by Zageno) in connection with the Supplier Payment Account for the period of time set forth in applicable unclaimed property laws and Zageno hold Sales Proceeds on Suppliers behalf, Zageno will notify Supplier by means designated by Zageno and provide Supplier the option of keeping the Supplier Payment Account open and maintaining the funds in the Supplier Payment Account. If Supplier does not respond to the Zageno notice(s) within the time period Zageno specifies, Zageno will send the funds in the Supplier Payment Account to Suppliers state/country of residency, as determined by Zageno based on the information in the Supplier Payment Account. If Zageno is unable to determine the state of residency or if the Supplier Payment Account is associated with a foreign country, the funds may be sent to the State of Delaware.

2.6 Credit Card Fraud.

For those transactions using Transaction Processing Service, Zageno will bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Suppliers' Transactions. In all other cases, Supplier will bear the risk of credit card fraud occurring in connection with Suppliers' Transactions, and all other risk of fraud or loss.

3. Sale and Fulfillment, Refunds and Returns.

3.1 Sale and Fulfillment.

All sales shall be directly between the buyer and Supplier and Zageno will present any Supplier Terms that are associated with the Suppliers' Products to such buyer. Supplier will: (a) sell, fulfill, ship and deliver Suppliers' Products in accordance with Suppliers' terms; (b) provide Zageno with information regarding shipment and order status and tracking (to the extent available); (c) include an order-specific packing slip with each shipment of Suppliers' Products; and (d) identify Supplier as the seller of the product on all packing slips or other information included with Suppliers' Products and as the person to which a buyer may return the applicable Product.

3.2 Returns and Refunds.

For all of Suppliers' Products, Supplier's terms and conditions will outline the process associated with returns of Supplier Product.

4. Problems with Suppliers' Products.

Supplier is responsible for any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of Suppliers' Products. Supplier are also responsible for any non-conformity or defect in, or any public or private recall of, any of Suppliers' Products in accordance with the terms in Supplier's terms and conditions. Supplier will notify Zageno of any recalls of Suppliers' Products.

5. Platform Service Fee Payments.

5.1 Fees.

The fees for certain services are set forth on Exhibit B to this Agreement. Supplier agrees to promptly pay all fees for all Zageno services user or ordered from Zageno relating to the use of the Zageno Site. Supplier shall pay all fees or charges to Suppliers' account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. For those services that have a fee associated with them, Zageno charges and collects in advance for use of such Services. Fees for other services will be charged on an as-quoted basis.

5.2 Compensation Statements and Payment.

Zageno will send Supplier compensation statements detailing all Commissions, fees and all other amounts due Zageno under the terms of this Agreement ("Compensation Statements") after the end of a given calendar month. Supplier agrees to pay such amounts set forth on the Compensation Statement within twenty (20) days after Suppliers' receipt of such Compensation Statement. If Supplier disagrees with any Compensation Statement Supplier must notify Zageno within twenty (20) days from Suppliers' receipt of the Compensation Statement. Supplier shall maintain at Suppliers' own cost and expense, full and accurate records of all sales and fulfillment records, accounts receivable, collections and other business records necessary for, and in sufficient detail for, the determination of payments hereunder (the "Accounting Records") for a period of at least three (3) years following the transaction to which they relate. An independent auditor of Zageno may, upon the execution of Supplier's Non- Disclosure Agreement, on reasonable notice and no more than once annually request and gain access to review Suppliers' Accounting Records during Suppliers' normal business hours for the purpose of conducting an audit to determine and to verify Suppliers' calculation of amounts owed to Zageno. All costs and expenses of an audit hereunder shall be paid by Zageno.

6. Term and Termination.

The term of this Agreement will start on the Effective Date and continue for a period of one year, which shall automatically renew for successive one year periods, unless one party gives the other party written notice of its intent to not renew this Agreement a least sixty days prior to the expiration of the then current term, unless terminated earlier by Zageno or Supplier as provided below (the "Term"). Either party may terminate this Agreement for any reason upon 90 days' prior written notice. Upon termination, all rights and obligations of the parties hereunder will terminate, except that Sections 2.5, 5, 6, 8, 9, 10, 11 and 13 will survive termination. Notwithstanding, upon termination of this Agreement Zageno shall immediately issue any outstanding payments to Supplier and Supplier shall be permitted to engage directly with buyer relating to any current or future transactions, with no further or future contractual obligations to Zageno.

7. Suppliers' Materials and Conduct.

7.1 Right to Use.

In order to provide the Services, Zageno will need to use the Supplier Materials for purposes of making the Supplier Products available on its website to potential buyers. Therefore, Supplier grants Zageno a limited, royalty-free, non-exclusive, worldwide and transferable right to use, reproduce, publicly perform, display, publish, distribute, adapt, the Supplier Materials, solely for the purposes of, and/or in furtherance of the services as contemplated herein.

7.2 Acceptable Use.

Each party represents and warrants that the their respective responsibilities and obligations under this Agreement will not: (i) infringe any Intellectual Property Right of a third party; (ii) misappropriate any trade secret; or (iii) be false, misleading, deceitful, deceptive, defamatory, obscene, harmful, tortuous, vulgar, libelous, pornographic, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.

7.3 Products.

Supplier also represents and warrants that Supplier will use reasonable efforts to deliver all of Suppliers' Products sold by Supplier in accordance with Supplier's terms and conditions, unless the buyer fails to follow the terms of purchase posted on Suppliers' website, or Supplier cannot contact the buyer.

8. Indemnification.

Each Party shall indemnify, defend and hold harmless the other party from and against any claim, loss, damage, settlement, cost, expense and other liability (including, without limitation, reasonable attorneys' fees) (each, a "Claim") to the extent arising from or related to: (a) such Party's actual or alleged breach of any representations, warranties and/or obligations herein; (b) such Party's actual or alleged infringement of any Intellectual Property Rights, or (c) such Party;s breach of its obligations under this Agreement,, and any personal injury, death or property damage related thereto.

9. Warranties and Disclaimer.

Zageno represents and warrants that in addition to the representations and warranties contained herein, Zageno represents and warrants that (a) Zageno is duly organized, validly existing and in good standing under the laws of the state, province or country of its formation; (b) it has all requisite power and authority to enter into this Agreement and to carry out the obligations outlined herein; (c) by entering into and performing its obligations under this Agreement Zageno will not breach, violate or default under, any applicable local, state, provincial, national or other law, rule, regulation, judgment or order, or other agreement to which it is a party. EXCEPT AS OTHERWISE STATED HEREIN, THE ZAGENO SITE AND THE SERVICES PROVIDED UNDER THIS AGREEMENT, ARE PROVIDED "AS-IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ZAGENO WAIVES AND DISCLAIMS ANY FURTHER REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability.


11. Confidentiality.

Each party agrees that all information that is not known or generally accessible to the general public, including but not limited to Supplier specifications, data and other

technical information (referred to hereinafter as “Confidential Information”) constitute the property of each such party. The party receiving such information in connection with this Agreement is the “Receiving Party” and the party furnishing such information in connection with this Agreement is the “Disclosing Party”. Confidential Information is furnished solely for the purpose of performing this Agreement, and except as otherwise stated in this Agreement, may not be copied or made accessible to third parties without Disclosing Party's prior written consent. Receiving Party shall promptly return such specifications, data and other technical information and all copies thereof to Disclosing Party upon Disclosing Party's request.

12. Relationship of Parties.

Supplier and Zageno are independent contractors, and nothing contained herein will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. This Agreement will not create an exclusive relationship between Supplier and us.

13. Miscellaneous.

The Zageno Site is operated by Zageno from the Commonwealth of Massachusetts, USA. Zageno makes no representation that materials available through the Zageno Site are appropriate or available for use in other locations, and access to them from territories where any of the Services or contents of the Zageno Site are illegal is prohibited. The laws of the State of New York will govern this Agreement, without reference to rules governing choice of laws or the United Nations Convention on
Contracts for the International Sale of Goods. Any dispute with Zageno or its affiliates relating in any way hereto or Suppliers use of the Services shall be adjudicated in the courts located in the County of New York, State of New York, and Zageno and Supplier consent to exclusive jurisdiction and venue in the state and federal courts located in New York County, New York. Supplier acknowledges and agrees that with Supplier's prior written consent, Zageno may assign this Agreement to any buyer of Zageno's assets or stock. This Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Either party's failure to enforce strict performance of any provision hereof will not constitute a waiver of such party's right to enforce such provision or any other provision hereof subsequently. Zageno will send all notices and other communications regarding this Agreement to Supplier at the e-mail addresses Supplier designated for notifications and updates in "My Account," with a copy of all notices to be sent to Sartorius Corporation, 565 Johnson Ave, Bohemia, NY 11716, Attn: Regional Counsel (or to such other address as may be specified in writing by Supplier). Supplier must send all notices and other communications relating to Zageno to If any provision hereof shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.


Cancel Ship Date

means, with respect to any of Suppliers' Products, the last date on which shipment of such products would be acceptable to buyer as specified by the buyer in the Order Information.


means any law, ordinance, rule, regulation, order, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority (e.g. on a federal, state, or provincial level, as applicable) of competent jurisdiction.

Product or Suppliers' Product

means any product that is made available for listing for sale, offered for sale, or sold by Supplier through the ZAGENO Marketplace.

Required Product Information

means, with respect to each of Your Products, the following: (a) description; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as ZAGENO may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information; (d) digitized image that accurately depicts only your Product, complies with all ZAGENO image guidelines, and does not include any additional logos, text or other markings; (e) purchase price; (f) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of the your Product; (g) brand; (h) model; (i) product dimensions; (j) weight; (k) a delimited list of technical specifications; (l) the state or country your Product ships from; and (m) the countries where your Products are sold to, defined on a per product level; and (n) any other information reasonably requested by ZAGENO.

Sales Proceeds

means the gross sales proceeds from any of Suppliers' Transactions, including all shipping and handling and other charges with respect thereto, including taxes and customs duties.


means each of the services offered by ZAGENO, including the ZAGENO Marketplace.

Supplier Payment Account

shall mean Suppliers' designated bank account for the receipt of Sales Proceeds under this Agreement.

Suppliers' Materials

means all Suppliers' trademarks, content, Product information, data, materials, and other items provided or made available by Supplier or Suppliers' affiliates to ZAGENO or its affiliates through this Agreement or any of the services.

Suppliers' Product or Product

means any product that is made available for listing for sale, offered for sale, or sold by Supplier through the ZAGENO Marketplace.

Suppliers' Taxes

means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of Suppliers' Products by Supplier on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of Supplier or its affiliates or their respective employees, agents, contractors or representatives.

Suppliers' Transaction

means any sale of Suppliers' Product(s) through the ZAGENO Site.

ZAGENO Marketplace

means the pages of the ZAGENO Site on which Suppliers' Products are listed for sale and may be sold to qualified registered users of the ZAGENO Marketplace.


means the website for which the primary home page is (and any successor or replacement of such website(s), including all associated pages.