MULTI-VENDOR ELECTRONICS MARKETPLACE VENDOR AGREEMENT

Effective Date: Oct. 11, 2026

This Vendor Agreement (“Agreement”) is entered into between:

Marketplace Operator:
LogicWise Marketplace
San Diego, CA USA
support@logicwise.com
(“Marketplace,” “Company,” “we,” “us,” or “our”)

and

Vendor:
[LEGAL BUSINESS NAME / INDIVIDUAL NAME]
[ADDRESS]
[EMAIL]
(“Vendor,” “you,” or “your”).

The Marketplace and Vendor may each be referred to as a “Party” and collectively as the “Parties.”

1. PURPOSE OF THE AGREEMENT

The Marketplace operates an online platform through which independent vendors may list, market, sell, and fulfill electronics and related products to customers.

Vendor wishes to use the Marketplace to offer products for sale.

This Agreement establishes the terms governing Vendor’s participation in the Marketplace, including product listings, orders, payments, shipping, returns, warranties, customer service, prohibited products, compliance requirements, fees, and account termination.

Vendor acknowledges that Vendor is an independent seller and is not an employee, partner, agent, franchisee, or representative of the Marketplace.

2. VENDOR ELIGIBILITY AND ACCOUNT

2.1 Vendor Requirements

Vendor must provide accurate and complete information requested by the Marketplace, which may include:

  • Legal name or registered business name
  • Business address
  • Contact information
  • Tax identification information
  • Payment information
  • Government-issued identification where required
  • Business licenses or permits where applicable
  • Manufacturer or distributor information
  • Resale certificates where applicable
  • Product certifications where applicable

The Marketplace may verify Vendor information before approving or maintaining Vendor’s account.

2.2 Account Security

Vendor is responsible for maintaining the confidentiality of its account credentials.

Vendor must immediately notify the Marketplace of any unauthorized access or suspected compromise of its account.

Vendor is responsible for activities conducted through its account unless caused by the Marketplace’s negligence or unauthorized action.

2.3 Multiple Accounts

Vendor may not create multiple accounts for the purpose of avoiding fees, restrictions, suspensions, performance requirements, or other Marketplace policies without written authorization.

3. VENDOR’S PRODUCTS

Vendor may sell electronics and related products approved by the Marketplace.

Products may include, subject to Marketplace approval:

  • Smartphones
  • Tablets
  • Laptops
  • Desktop computers
  • Monitors
  • Computer components
  • Networking equipment
  • Gaming equipment
  • Cameras
  • Audio equipment
  • Accessories
  • Chargers and power supplies
  • Smart-home devices
  • Wearables
  • Refurbished electronics
  • Used electronics
  • Open-box products
  • Manufacturer-certified products

The Marketplace may restrict particular brands, categories, products, or conditions at any time.

4. PRODUCT AUTHENTICITY

Vendor represents and warrants that every product offered through the Marketplace is genuine and lawfully acquired.

Vendor shall not sell:

  • Counterfeit products
  • Unauthorized replicas
  • Stolen products
  • Products with altered serial numbers
  • Products with removed or altered identification labels
  • Fraudulently refurbished products
  • Products misrepresented as new
  • Products obtained through unlawful means
  • Products that infringe another party’s intellectual-property rights

The Marketplace may request documentation establishing the source and authenticity of any product.

Vendor must promptly provide reasonable documentation upon request.

5. SERIAL NUMBERS, IMEI NUMBERS, AND PRODUCT IDENTIFIERS

Where applicable, Vendor must accurately provide or retain:

  • Serial numbers
  • IMEI numbers
  • Model numbers
  • UPC/EAN/GTIN numbers
  • Manufacturer part numbers
  • SKU numbers
  • Product condition
  • Warranty information

Vendor must not sell devices that are:

  • Reported stolen
  • Blacklisted
  • Fraudulently obtained
  • Subject to an undisclosed carrier restriction
  • Locked or restricted in a manner inconsistent with the listing
  • Associated with an undisclosed financing obligation

For cellular devices, Vendor must accurately disclose applicable carrier locks, activation status, financing status, and other material restrictions.

6. PRODUCT CONDITION

Vendor must accurately disclose the condition of every product.

Permitted condition descriptions may include:

  • New
  • Manufacturer Refurbished
  • Certified Refurbished
  • Seller Refurbished
  • Open Box
  • Used – Excellent
  • Used – Good
  • Used – Fair
  • For Parts / Repair

Vendor may not describe a used, repaired, refurbished, or open-box product as “New.”

Any refurbished product must clearly identify:

  1. That it is refurbished;
  2. Who performed the refurbishment;
  3. What testing was performed, if represented;
  4. Whether original or replacement components were used, when material;
  5. The warranty provided;
  6. Any known defects or limitations.

7. PRODUCT LISTINGS

Vendor is responsible for ensuring that every listing is accurate, complete, current, and not misleading.

Listings must accurately disclose:

  • Product name
  • Manufacturer
  • Model number
  • Specifications
  • Condition
  • Included accessories
  • Storage capacity
  • RAM
  • Processor
  • Operating system
  • Color
  • Compatibility
  • Dimensions where material
  • Warranty
  • Return conditions
  • Shipping information
  • Known defects
  • Product photographs
  • Any material limitations

Vendor shall not use misleading titles, keywords, specifications, photographs, reviews, or descriptions.

Vendor may not intentionally manipulate search results through irrelevant keywords or duplicate listings.

8. PRODUCT PHOTOGRAPHS AND CONTENT

Vendor grants the Marketplace a non-exclusive, worldwide, royalty-free license to use Vendor’s product photographs, descriptions, trademarks, logos, and other listing content for the purpose of operating, marketing, advertising, and promoting the Marketplace and Vendor’s products.

Vendor represents that it has all necessary rights to use content submitted to the Marketplace.

Vendor shall not submit copyrighted material belonging to another party without authorization.

9. PRICING

Vendor is responsible for setting and maintaining its product prices unless otherwise agreed.

Vendor must honor the price displayed to the customer at the time an order is accepted.

Vendor shall not engage in deceptive pricing practices, including false reference prices or misleading discounts.

The Marketplace may establish minimum or maximum pricing requirements for particular products or categories where reasonably necessary to protect customers, comply with law, or maintain marketplace integrity.

10. MARKETPLACE FEES

Vendor agrees to pay the fees applicable to its account.

Fees may include:

  • Listing fees
  • Transaction fees
  • Commission fees
  • Payment processing fees
  • Advertising fees
  • Subscription fees
  • Refund processing fees
  • Chargeback fees
  • Shipping-related fees
  • Other fees disclosed through the Marketplace

Current fees will be provided through the Vendor dashboard, fee schedule, or other Marketplace documentation.

The Marketplace may change its fees upon reasonable notice.

11. ORDERS

Vendor agrees to process accepted customer orders promptly.

Vendor shall not cancel orders without a legitimate reason.

Repeated cancellations, failure to ship, inventory inaccuracies, or other fulfillment failures may result in:

  • Account warnings
  • Listing restrictions
  • Payment holds
  • Reduced marketplace visibility
  • Temporary suspension
  • Permanent termination

The Marketplace may establish vendor performance standards from time to time.

12. INVENTORY ACCURACY

Vendor must maintain accurate inventory information.

Vendor shall promptly update listings when products become unavailable.

Vendor shall not knowingly accept orders for products it cannot reasonably fulfill.

The Marketplace may restrict Vendor’s ability to sell products where inventory information is repeatedly inaccurate.

13. SHIPPING AND FULFILLMENT

Vendor is responsible for properly packaging and shipping products unless the Marketplace has expressly agreed to provide fulfillment services.

Vendor shall:

  • Ship orders within the stated handling period;
  • Use appropriate packaging;
  • Use appropriate shipping services;
  • Provide valid tracking information when applicable;
  • Properly insure high-value products where appropriate;
  • Comply with carrier requirements;
  • Comply with applicable laws governing shipment of batteries and hazardous materials.

Vendor is responsible for loss or damage attributable to inadequate packaging or improper fulfillment.

14. LITHIUM BATTERIES AND HAZARDOUS MATERIALS

Vendor must comply with all applicable federal, state, local, and carrier requirements concerning products containing lithium-ion or other regulated batteries.

Vendor must accurately disclose applicable battery information and follow applicable packaging, labeling, documentation, transportation, and shipping requirements.

Vendor shall not ship prohibited or improperly packaged hazardous materials through the Marketplace.

15. RETURNS AND REFUNDS

Vendor agrees to comply with the Marketplace’s then-current return policy.

Unless otherwise provided by Marketplace policy or applicable law, Vendor is responsible for accepting returns where:

  • The product is materially different from its listing;
  • The product is defective;
  • The wrong product was shipped;
  • The product was damaged due to inadequate packaging;
  • The product is counterfeit or unauthorized;
  • Required accessories were missing;
  • The product does not materially conform to the listing.

The Marketplace may issue a customer refund where reasonably necessary to protect the customer or Marketplace.

The Marketplace may charge the refund amount to Vendor’s account where Vendor is responsible for the refund.

16. USED, REFURBISHED, AND OPEN-BOX PRODUCTS

Vendor selling used, refurbished, or open-box electronics must accurately disclose the condition of the product.

Vendor must disclose known material defects.

For devices containing user-accessible storage, Vendor must properly remove previous customer data before resale.

Vendor must not represent that a product has been professionally certified, inspected, or refurbished unless that representation is accurate.

17. DATA PRIVACY AND CUSTOMER INFORMATION

Customer information obtained through the Marketplace may only be used for legitimate purposes associated with fulfilling Marketplace transactions and providing permitted customer support.

Vendor shall not:

  • Sell customer information;
  • Rent customer information;
  • Use customer information for unrelated marketing without appropriate authorization;
  • Add customers to external mailing lists without a lawful basis;
  • Attempt to move Marketplace customers to an unrelated sales channel for the purpose of avoiding Marketplace fees;
  • Request unnecessary sensitive personal information.

Vendor must implement reasonable safeguards to protect customer information.

Vendor shall promptly notify the Marketplace of any suspected unauthorized access, disclosure, or security incident involving Marketplace customer information.

18. CUSTOMER COMMUNICATION

Vendor must communicate with customers professionally and honestly.

Vendor shall not:

  • Harass customers;
  • Threaten customers;
  • Request positive reviews in exchange for compensation;
  • Request customers remove negative reviews in exchange for refunds or benefits;
  • Manipulate ratings or reviews;
  • Provide false information;
  • Direct customers away from the Marketplace for the purpose of avoiding Marketplace fees.

The Marketplace may monitor communications for fraud prevention, customer service, compliance, and security purposes, subject to applicable law and its privacy policies.

19. WARRANTIES

Vendor is solely responsible for warranties Vendor offers on its products unless the manufacturer or Marketplace expressly assumes the warranty obligation.

Vendor must accurately state whether a product includes:

  • Manufacturer warranty;
  • Seller warranty;
  • Extended warranty;
  • No warranty;
  • Remaining warranty period.

Vendor shall not represent that a manufacturer’s warranty exists unless Vendor has reasonable grounds to believe the warranty applies.

20. RECALLS AND UNSAFE PRODUCTS

Vendor shall not knowingly sell recalled, banned, unsafe, or unlawfully marketed products.

Vendor must immediately notify the Marketplace if Vendor learns that a product it has sold through the Marketplace:

  • Has been recalled;
  • Presents a material safety risk;
  • Is subject to a government enforcement action;
  • Is counterfeit;
  • Violates applicable law;
  • Contains a material defect that could reasonably create a safety risk.

The Marketplace may immediately remove or suspend affected listings and may notify affected customers or authorities where appropriate.

Vendor shall cooperate fully with recalls, investigations, and corrective actions.

21. INTELLECTUAL PROPERTY

Vendor shall not list products that infringe patents, trademarks, copyrights, trade secrets, or other intellectual-property rights.

The Marketplace may remove listings following a credible intellectual-property complaint.

Vendor shall cooperate with intellectual-property investigations and provide documentation supporting its right to sell the product.

22. PROHIBITED PRODUCTS

Unless expressly approved in writing, Vendor may not sell products that are illegal, stolen, counterfeit, recalled, or otherwise prohibited by Marketplace policy or applicable law.

Examples may include:

  • Counterfeit electronics;
  • Stolen electronics;
  • Devices with altered serial numbers;
  • Fraudulently obtained cellular devices;
  • Products subject to applicable sanctions or trade restrictions;
  • Products containing prohibited materials;
  • Unsafe chargers or power supplies;
  • Products that violate applicable safety requirements;
  • Products that infringe intellectual-property rights;
  • Hacking or surveillance products prohibited by law;
  • Products prohibited by Marketplace policy.

The Marketplace may maintain and update a prohibited-products list.

23. TAXES

Vendor is responsible for taxes arising from Vendor’s sales and business activities except taxes that the Marketplace is legally required to collect and remit.

Where applicable, the Marketplace may collect and remit sales or other transaction taxes as required by law.

Vendor remains responsible for providing accurate tax information.

24. PAYMENT AND PAYOUTS

The Marketplace may use third-party payment processors to process customer transactions and Vendor payouts.

Vendor authorizes the Marketplace and its payment providers to deduct applicable:

  • Marketplace fees;
  • Refunds;
  • Chargebacks;
  • Adjustments;
  • Penalties;
  • Customer claims;
  • Other amounts owed under this Agreement.

The Marketplace may delay or place a temporary hold on funds where reasonably necessary to investigate suspected fraud, chargebacks, returns, policy violations, or other risks.

25. CHARGEBACKS AND PAYMENT DISPUTES

Vendor is responsible for chargebacks attributable to Vendor’s products, fulfillment, fraud, unauthorized transactions associated with Vendor activity, or failure to comply with Marketplace requirements.

The Marketplace may deduct chargeback amounts and associated fees from Vendor’s balance.

Vendor agrees to provide documentation reasonably requested to dispute an improper chargeback.

26. FRAUD AND ABUSE

Vendor shall not engage in fraudulent or abusive activity, including:

  • Fake orders;
  • Fake accounts;
  • Review manipulation;
  • Payment manipulation;
  • Return fraud;
  • Coupon abuse;
  • Identity fraud;
  • Transaction laundering;
  • Price manipulation;
  • False tracking information;
  • Unauthorized use of another person’s account;
  • Attempts to circumvent Marketplace security systems.

The Marketplace may immediately suspend accounts reasonably suspected of fraudulent activity.

27. VENDOR PERFORMANCE

The Marketplace may evaluate Vendor performance using metrics including:

  • Order defect rate;
  • Cancellation rate;
  • Late shipment rate;
  • Valid tracking rate;
  • Return rate;
  • Refund rate;
  • Customer complaints;
  • Chargebacks;
  • Policy violations;
  • Product authenticity;
  • Listing accuracy.

The Marketplace may establish performance thresholds and consequences.

28. MARKETPLACE REVIEWS AND RATINGS

Customer reviews and ratings must represent genuine customer experiences.

Vendor shall not create, purchase, manipulate, incentivize, or arrange fraudulent reviews.

Vendor may respond professionally to customer reviews through Marketplace-approved tools.

29. ADVERTISING

Vendor may participate in Marketplace advertising programs where available.

Vendor agrees that advertising claims must be truthful and substantiated.

Vendor is responsible for ensuring that advertising content relating to its products is accurate and lawful.

30. INSURANCE

The Marketplace may require Vendor to maintain appropriate commercial insurance depending on Vendor’s products, sales volume, or risk profile.

For certain high-risk categories, the Marketplace may require evidence of:

  • Commercial general liability insurance;
  • Product liability insurance;
  • Cyber liability insurance;
  • Other appropriate coverage.

Vendor shall provide certificates of insurance upon reasonable request.

31. INDEMNIFICATION

Vendor agrees to defend, indemnify, and hold harmless the Marketplace and its affiliates, officers, directors, employees, agents, and service providers from claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to:

  1. Vendor’s products;
  2. Product defects;
  3. Personal injury or property damage caused by Vendor’s products;
  4. Counterfeit or infringing products;
  5. Vendor’s violation of law;
  6. Vendor’s violation of this Agreement;
  7. Vendor’s violation of Marketplace policies;
  8. Vendor’s negligence or intentional misconduct;
  9. Vendor’s misuse of customer information;
  10. Vendor’s inaccurate product listings;
  11. Vendor’s failure to fulfill warranty or return obligations.

32. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, the Marketplace shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from Vendor’s use of the Marketplace.

The Marketplace’s aggregate liability arising from this Agreement shall be limited to the amounts actually paid by Vendor to the Marketplace during the [6/12] months preceding the event giving rise to the claim, except to the extent such limitation is prohibited by law.

Nothing in this Agreement limits liability that cannot legally be limited.

33. ACCOUNT SUSPENSION

The Marketplace may temporarily suspend Vendor’s account when reasonably necessary to:

  • Investigate suspected fraud;
  • Investigate counterfeit products;
  • Protect customers;
  • Address security concerns;
  • Investigate policy violations;
  • Respond to legal requirements;
  • Address excessive chargebacks or disputes;
  • Address poor fulfillment performance.

Where appropriate, the Marketplace may provide Vendor an opportunity to correct the issue.

34. ACCOUNT TERMINATION

Either Party may terminate this Agreement upon [30] days’ written notice unless otherwise provided.

The Marketplace may immediately terminate or suspend Vendor’s account for serious violations, including:

  • Fraud;
  • Counterfeit products;
  • Stolen products;
  • Repeated policy violations;
  • Material misrepresentation;
  • Serious customer harm;
  • Illegal activity;
  • Intellectual-property infringement;
  • Security violations;
  • Abuse of the Marketplace;
  • Failure to pay amounts owed.

Termination does not eliminate Vendor’s obligations relating to transactions completed before termination.

35. EFFECT OF TERMINATION

Upon termination, Vendor must:

  • Fulfill outstanding orders unless otherwise instructed;
  • Process valid returns;
  • Honor applicable warranties;
  • Resolve customer disputes;
  • Pay amounts owed;
  • Stop representing itself as an authorized Marketplace vendor;
  • Remove Marketplace branding from its own materials where required.

The Marketplace may retain sufficient funds for a reasonable period to cover pending refunds, returns, chargebacks, claims, or other liabilities.

36. RECORD KEEPING

Vendor shall maintain records reasonably necessary to demonstrate:

  • Product authenticity;
  • Product sourcing;
  • Sales transactions;
  • Shipping records;
  • Warranty information;
  • Returns;
  • Refunds;
  • Customer communications;
  • Compliance with applicable laws.

Vendor shall provide relevant records upon reasonable request.

37. AUDIT AND COMPLIANCE

The Marketplace may investigate Vendor’s compliance with this Agreement.

Where reasonably necessary, the Marketplace may request documentation concerning products, suppliers, invoices, certifications, warranties, and fulfillment.

Vendor agrees to cooperate with reasonable investigations.

38. INDEPENDENT CONTRACTOR

Vendor is an independent contractor.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, franchise relationship, or agency relationship between the Parties.

Vendor has no authority to bind the Marketplace.

39. CONFIDENTIALITY

Vendor shall keep confidential non-public information received from the Marketplace, including confidential business information, security information, pricing information, technical information, and non-public customer information.

This obligation does not apply to information that:

  • Is publicly available without breach;
  • Was lawfully known before disclosure;
  • Is independently developed;
  • Must be disclosed by law.

40. CHANGES TO MARKETPLACE POLICIES

The Marketplace may update operational policies, technical requirements, prohibited-product lists, performance requirements, and other Marketplace rules from time to time.

Material changes to this Agreement will be communicated in accordance with applicable law.

Vendor’s continued use of the Marketplace after the effective date of a change constitutes acceptance where legally permitted.

41. GOVERNING LAW

This Agreement shall be governed by the laws of the State of [STATE], without regard to its conflict-of-law rules.

Any dispute shall be resolved in the courts located in [COUNTY], [STATE], unless the Parties agree to arbitration or another dispute-resolution process.

42. DISPUTE RESOLUTION

Before filing a formal claim, the Parties agree to attempt in good faith to resolve disputes through written notice and reasonable discussion.

If the dispute cannot be resolved, the Parties may proceed through:

[COURT LITIGATION / BINDING ARBITRATION / MEDIATION FOLLOWED BY ARBITRATION]

as specified by the Marketplace’s final legal terms.

43. NOTICES

Notices under this Agreement may be delivered electronically to the email address associated with Vendor’s account unless applicable law requires another form of notice.

Vendor is responsible for maintaining accurate contact information.

44. ASSIGNMENT

Vendor may not assign or transfer this Agreement without the Marketplace’s prior written consent, except where permitted by applicable law.

The Marketplace may assign this Agreement in connection with a merger, acquisition, corporate restructuring, or sale of substantially all of its assets.

45. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in effect to the maximum extent permitted by law.

46. ENTIRE AGREEMENT

This Agreement, together with incorporated Marketplace policies, fee schedules, privacy policies, seller policies, prohibited-product policies, and other applicable terms, constitutes the entire agreement between the Parties concerning Vendor’s participation in the Marketplace.

47. ELECTRONIC ACCEPTANCE

Vendor agrees that clicking “I Agree,” electronically signing this Agreement, creating a Vendor account, or otherwise accepting the Marketplace’s Vendor terms constitutes an electronic signature and acceptance of this Agreement to the extent permitted by applicable law.

48. VENDOR REPRESENTATIONS

Vendor represents and warrants that:

  1. Vendor has authority to enter into this Agreement;
  2. Vendor’s information is accurate;
  3. Vendor has the legal right to sell its products;
  4. Vendor’s products are authentic unless clearly identified otherwise;
  5. Vendor will comply with applicable laws;
  6. Vendor will comply with Marketplace policies;
  7. Vendor will accurately represent its products;
  8. Vendor will protect customer information;
  9. Vendor will promptly address valid customer complaints;
  10. Vendor will not engage in fraudulent activity.

49. SIGNATURES

MARKETPLACE

Legal Name: ______________________________

By: ______________________________________

Title: ____________________________________

Date: ____________________________________

VENDOR

Legal Name: ______________________________

Business Name: ___________________________

By: ______________________________________

Title: ____________________________________

Date: ____________________________________

Email: ___________________________________

Phone: ___________________________________

EXHIBIT A — VENDOR FEE SCHEDULE

FeeAmount
Vendor Application Fee$________
Monthly Subscription$________
Listing Fee$________
Electronics Commission____%
Accessories Commission____%
Advertising Fee____%
Payment Processing% + $
Refund Processing$________
Chargeback Fee$________
Other$________

EXHIBIT B — VENDOR PERFORMANCE REQUIREMENTS

Vendor agrees to maintain the following minimum standards:

MetricRequired Standard
Order Cancellation Rate≤ ____%
Late Shipment Rate≤ ____%
Valid Tracking Rate≥ ____%
Order Defect Rate≤ ____%
Customer Response Time≤ ____ hours
Return Processing≤ ____ business days
Refund Processing≤ ____ business days

Failure to meet these standards may result in warnings, reduced visibility, payment reserves, suspension, or termination.

EXHIBIT C — REQUIRED PRODUCT INFORMATION

For electronics listings, Vendor may be required to provide:

  • Manufacturer
  • Brand
  • Model
  • Model number
  • SKU
  • UPC/EAN/GTIN
  • Serial number, where required
  • IMEI, where applicable
  • Storage capacity
  • RAM
  • Processor
  • Screen size
  • Operating system
  • Carrier status
  • Lock status
  • Battery condition, where applicable
  • Product condition
  • Warranty
  • Included accessories
  • Country of origin, where required
  • Product safety information
  • Recall information
  • Refurbishment information
  • Product photographs
  • Shipping restrictions
  • Applicable certifications

END OF AGREEMENT