Marketplace Participation Agreement

What's in It for You as a Vendor

This Marketplace Participation Agreement (MPA) sets the rules of the road. Here are the protections and benefits it gives sellers. This summary is provided for convenience – the full agreement below is the legally binding text.

• Zero-cost entry. The Guarantee 30 plan is FREE for sellers listing up to 30 items/month – start without paying any subscription fee.
• Lower fees that drop further. Booming and higher paid plans automatically save 2% on every sale across most categories (e.g. Electronics drops from 9% to 7%).
• Locked-in pricing. Annual, Reserve (3-year) and Loyalty (7-year) prepaid plans include a Price Lock Guarantee – the subscription rate you sign up for cannot go up during the prepaid term.
• 30-day new-seller grace. New sellers get a 30-day grace period to learn the platform before performance metrics start affecting account standing.
• Free 30-day coaching. If your performance dips below standard, you are enrolled in a 30-day Performance Coaching program at no charge – one-on-one guidance, not strikes.
• Performance history is portable. Your ratings, reviews and seller history follow you when you upgrade plans or transition between Booming/Reserve/Loyalty tiers.
• 180 days’ notice on free-tier changes. UPMOS commits to 180 days’ written notice before modifying or discontinuing the free Guarantee 30 tier.
• Free quarterly inventory audit. You can request a full physical inventory audit once per quarter at no charge.

Quick Navigation

• Overview & Purpose
• Definitions & Key Terms
• Seller Eligibility & Onboarding
• Account Plans & Referral Fees
• Payments, Payouts & Rolling Reserve
• Product Restrictions & Authenticity
• Performance Standards & Metrics
• IP Protection & Anti-Counterfeiting
• Prohibited Conduct & Ethical Standards
• Suspension & Termination
• Insurance & Indemnification
• Training & Seller Education
• Audits & Compliance Reviews
• Why This Agreement Matters
• Disputes & Governing Law
• Contact & Support

Overview & Purpose

This Marketplace Participation Agreement (“Agreement”) establishes the terms and conditions for third-party sellers to offer products on the Upmos Marketplace. By enrolling as a seller on Upmos, you agree to comply with all terms outlined herein, our Service Level Agreement (SLA), and all applicable laws and regulations.

Upmos Entity: Upmos Inc., 9896 Bissonnet St, Houston TX 77036, USA

Contact: vendors@upmos.com | (855)637-2433 (855)MERCHED

Jurisdiction: Harris County, Texas | Governed by Texas Law

Definitions & Key Terms

For clarity and consistency, the following terms have specific meanings throughout this Agreement:

Platform Identity

• "The DUB" (D-U-B): The informal name for the Upmos Marketplace platform, derived from its three operational pillars: Data & Product Management (product listings, images, pricing, and inventory managed by Vendors), Users (the ecosystem of Vendors/Sellers and Customers/Buyers who transact on the platform), and Business & Transactions (payment processing, commission management, revenue distribution, and fulfillment logistics). References to "The DUB" throughout any Upmos agreement refer to the Upmos Marketplace platform and its associated services.

Seller & Account Terms

• MFN (Merchant Fulfilled Network): Sellers who fulfill orders directly from their own inventory and ship to customers themselves (as opposed to Upmos-fulfilled)
• SAR (Seller Account Rating): Composite score reflecting seller compliance, customer service, and policy adherence; violations reduce SAR
• Bloom Dashboard: Upmos’s seller portal for managing listings, orders, payments, and performance metrics
• Guarantee 30 Plan: Free seller account tier for sellers listing 0-30 items/month
• Booming Plan: Paid seller account tier ($39.99/month) for sellers listing 31+ items/month
• Booming Annual Plan: Paid seller account tier ($479.88/year, billed annually at $39.99/month) for sellers listing 10+ items/month; includes one-time complimentary welcome ad credit

Performance Metrics

• Response Rate: Percentage of customer/Upmos inquiries answered within 48 hours via Signals messaging; must be 98%+
• Cancellation Rate (CR): Percentage of seller-initiated order cancellations; must be <3%
• On-Time Delivery Rate (OTD): Percentage of orders delivered by promised date; must be >96%
• Valid Tracking Rate (VTR): Percentage of orders with valid carrier tracking numbers; must be >99%
• Fulfillment Lag: Time from order placement to shipment; maximum 2 business days
• HRPR (High Rate of Product Returns): Combined rate of negative feedback, chargebacks, and Upmos Guarantee claims; must be <3%

Financial Terms

• Rolling Reserve: 10% of each payout held by Upmos for 30 days to cover refunds, chargebacks, and claims
• Referral Fee: Commission paid to Upmos per transaction, ranging from 9%-21% depending on product category
• Express Payout: Optional 24-hour bank transfer service (U.S. only, eligible sellers)
• ACH Transfer: Standard electronic bank transfer taking 3-5 business days

Compliance & Legal Terms

• CPC (Children’s Product Certificate): Required compliance document for products intended for children 12 and under
• GCC (General Certificate of Conformity): Compliance document for non-children’s products meeting safety standards
• CoA (Certificate of Analysis): Lab test results proving product ingredients/quality for supplements/cosmetics
• SDS (Safety Data Sheet): Required documentation for hazardous materials detailing safe handling procedures
• IP (Intellectual Property): Copyrights, trademarks, patents, and proprietary designs protected by law
• AAA (American Arbitration Association): Third-party arbitration organization for resolving disputes

Communication Platforms

• Signals: Third-party messaging system for buyer-seller communication; all customer contact must occur through Signals
• Upmos Guarantee: Upmos’s buyer protection program covering physical products from third-party sellers
• GoCargo (Upmos Fulfillment by GoCargo): Upmos’s fulfillment program where sellers store inventory in Upmos-partnered warehouses and GoCargo handles picking, packing, branded packaging, shipping, and returns on the seller’s behalf. GoCargo features lifetime volume-based pricing tiers — the more orders a seller fulfills, the lower their per-unit rate, locked in permanently
• ODR (Order Defect Rate): Percentage of orders with defects (negative feedback, Upmos Guarantee claims, or chargebacks) over a rolling 60-day period; must remain below 1%
• RAV (Report a Violation): Upmos’s tool for reporting IP infringement, counterfeit products, and policy violations by other sellers
• POA (Plan of Action): Written document submitted by a suspended seller addressing root cause, corrective actions, and preventive measures as part of the appeal process
• DMCA (Digital Millennium Copyright Act): U.S. federal law governing copyright protection; Upmos follows DMCA takedown and counter-notification procedures for copyright infringement claims
• COI (Certificate of Insurance): Proof of commercial general liability and product liability insurance required for sellers exceeding $7,000/month in sales
• BNPL (Buy Now, Pay Later): Payment options (Klarna, Affirm, Afterpay) available to buyers at checkout; seller receives full payment regardless of buyer’s installment schedule
• GMV (Gross Merchandise Value): Total value of all merchandise sold through a seller’s account before deductions; used for volume discount tier calculations
• DDP (Delivered Duty Paid): International shipping term where the seller covers all import duties, taxes, and customs fees for the buyer
• 1099-K: IRS tax form issued to sellers who meet the federal reporting threshold ($600 in gross sales per calendar year); provided by January 31 of the following year
• W-8BEN: IRS form required from non-U.S. sellers to certify foreign status and claim applicable tax treaty benefits
• Top Rated Seller: Highest performance tier; requires ODR < 0.3%, OTD > 99%, 100% response rate, 12+ months active, and $25K+ lifetime sales

Seller Eligibility & Onboarding

General Requirements

• Age & Residency: Must be 18+ years old and resident of country where program is offered
• Verification: ID.me photo verification + Plaid bank verification required
• Annual Re-Verification: Sellers with 200+ items listed or $5,000+ revenue in 12-month period must re-verify annually
• Accuracy: All personal and business information must be valid, accurate, and truthful

Geographic Restrictions

Sellers cannot operate from or ship products originating from: Cuba, Iran, North Korea, Syria, Crimea, Russia, or Belarus.

Seller Types Allowed

Upmos permits third-party sellers offering: new products, used items, refurbished goods, private label, wholesale, retail arbitrage, and handmade items. Drop shipping is permitted provided sellers do not list duplicate products across multiple accounts.

Prohibited Sellers

The following individuals and entities are permanently prohibited from creating or maintaining a seller account on Upmos Marketplace:

• Individuals under 18 years of age (or the age of majority in their jurisdiction)
• Persons or entities on the U.S. Treasury OFAC Specially Designated Nationals (SDN) list
• Individuals previously terminated from Upmos for fraud, counterfeiting, or safety violations
• Entities operating from countries subject to comprehensive U.S. economic sanctions
• Individuals with felony convictions related to fraud, financial crimes, or consumer protection violations within the past 10 years
• Shell companies, anonymous entities, or sellers unable to provide verified beneficial ownership information

Account Security Requirements

Sellers are responsible for maintaining the security of their accounts:

• Two-Factor Authentication (2FA): All seller accounts must enable two-factor authentication within 7 days of account activation. Accounts without 2FA enabled will have limited functionality until 2FA is configured.
• Password Requirements: Passwords must be at least 12 characters, include uppercase, lowercase, numbers, and special characters, and must not be reused from previous passwords.
• Authorized Access Only: Sellers must not share login credentials. Each individual accessing the seller account must have their own authorized user credentials.
• Compromised Account Reporting: Sellers must immediately notify Upmos at security@upmos.com if they suspect unauthorized access to their account. Upmos will temporarily suspend the account pending investigation.
• Session Security: Upmos may enforce automatic session timeouts, device verification, and suspicious login alerts to protect seller accounts.

Authorized Users & Sub-Accounts

Sellers operating as businesses may designate authorized users to access their seller account under the following conditions:

• The primary account holder is fully responsible for all actions taken by authorized users
• Each authorized user must have unique login credentials with 2FA enabled
• Access permissions can be customized (e.g., listing management only, financial access, full admin)
• Authorized users must agree to Upmos’s Terms of Use and acceptable use policies
• The primary account holder must revoke access within 24 hours for any user who is no longer authorized

Account Plans & Referral Fees

Available Plans

Minimum monthly sales required to maintain active account status: Guarantee 30, Booming, and Booming Annual require 10 items/month; Reserve requires 7 items/month; Loyalty requires 5 items/month. Sales evaluated on a rolling monthly basis.

Minimum Sales Enforcement

• 1 month below minimum: Automated email notification reminding the seller of their plan-specific monthly minimum (10 items for Guarantee 30/Booming/Booming Annual, 7 for Reserve, 5 for Loyalty)
• 2 consecutive months: Account placed on probation; seller must submit a corrective action plan within 14 days
• 3 consecutive months: Subscription fee of $39.99/month automatically applied (Booming rate) until the minimum is met for 2 consecutive months
• 6+ consecutive months below minimum: Account classified as dormant; listings deactivated. Seller may reactivate by contacting support and demonstrating intent to sell.

Guarantee 30 Listing Cap

The Guarantee 30 plan permits a maximum of 30 active listings at any time. “Active” means the listing is published and visible to buyers. Draft, paused, or out-of-stock listings do not count toward the 30-item cap. If a seller attempts to publish a 31st listing without a paid plan, the system will display an upgrade prompt and block the listing from going live until the seller upgrades or deactivates an existing listing.

Exceptions: New sellers within their first 90 days, sellers with approved seasonal selling plans, and sellers affected by documented force majeure events are exempt from minimum sales enforcement during the applicable period.

Prepaid Plan Enforcement (Reserve & Loyalty)

• Subscription = Access, Not Exemption: Prepaid plans guarantee platform access and discounted pricing — they do not exempt sellers from minimum sales or performance requirements.
• 1–2 months below minimum: Same notification and probation process as standard plans
• 3+ consecutive months: Listings demoted in search rankings; promotional program eligibility and seller badges revoked
• 6+ consecutive months below minimum: Listings deactivated; account placed in dormant status. Prepaid plan term continues to run — dormant time is not paused or extended.
• Reactivation: Dormant prepaid sellers may reactivate by contacting support. Remaining prepaid term resumes from reactivation date; elapsed dormant time is not credited back.

All payments are non-refundable. Subscription fees — whether monthly, 3-year (Reserve), or 7-year (Loyalty) — are non-refundable under any circumstances, including but not limited to: voluntary inactivity, failure to meet minimum sales requirements, account suspension, account termination (whether initiated by the seller or by Upmos), or any other reason. By selecting a prepaid plan, the seller acknowledges and agrees that the entire subscription amount is due and non-refundable at the time of purchase.

Plan Upgrades, Downgrades & Transitions

• Guarantee 30 → Booming (Auto-Upgrade): When a Guarantee 30 seller lists their 31st item in a calendar month, they will receive an automated notification that they have exceeded the free-tier threshold. The seller has 7 days to either upgrade to a paid plan or remove listings to return to 30 or fewer. If no action is taken, the Booming subscription fee ($39.99/month) is automatically applied beginning the following billing cycle.
• Booming → Guarantee 30 (Downgrade): Booming sellers may downgrade to Guarantee 30 at any time, effective at the end of the current billing cycle. Upon downgrade, listings exceeding 30 active items must be deactivated by the seller within 7 days. If not, Upmos will automatically deactivate the most recently created listings until the 30-item limit is met.
• Monthly → Prepaid (Reserve/Loyalty): Booming and Booming Annual sellers may upgrade to Reserve or Loyalty at any time. The prepaid term begins on the date of purchase. Any remaining days in the current monthly billing cycle are forfeited (no partial-month credit).
• Prepaid → Monthly (Mid-Term): Sellers on Reserve or Loyalty plans may not downgrade to monthly billing mid-term. The prepaid plan must run its full term. Upon expiration, the seller may choose any available plan.
• Reserve → Loyalty (Upgrade): Reserve sellers may upgrade to Loyalty mid-term. The remaining unused full months of the Reserve plan will be credited toward the Loyalty plan purchase price at the Reserve per-month rate ($34.99/mo). The Loyalty 7-year term begins on the upgrade date.

Auto-Renewal & Plan Expiration

• Booming (Monthly): Auto-renews on the same day each month. Seller may cancel at any time; cancellation takes effect at the end of the current billing cycle.
• Booming Annual (Yearly): Auto-renews annually on the enrollment anniversary date. Seller may cancel at any time; cancellation takes effect at the end of the current annual billing cycle. No partial-year refunds.
• Reserve (3-Year): Does not auto-renew. Upmos will send renewal reminders at 90 days, 30 days, and 7 days before expiration. If the seller does not renew, the account reverts to Booming ($39.99/month) or Booming Annual ($479.88/year) billing (seller’s choice) on the day after expiration.
• Loyalty (7-Year): Does not auto-renew. Same renewal reminder schedule as Reserve. Upon expiration without renewal, the account reverts to Booming ($39.99/month) or Booming Annual ($479.88/year) billing (seller’s choice).
• Lapsed Accounts: If a seller’s plan expires and no valid payment method is on file for the Booming fallback, the account will be downgraded to Guarantee 30 (limited to 30 listings) until a payment method is provided.

Payment Method Requirements

• Accepted Methods: Upmos accepts the following payment methods for subscription billing:
  • Credit/Debit Cards: Visa, Mastercard, American Express, Discover
  • Digital Wallets: Apple Pay, Google Pay
  • PayPal: Supported via Braintree or PayPal Reference Transactions for automatic recurring billing
  • Buy Now, Pay Later: Klarna, Affirm, and Afterpay are available through Stripe for qualifying purchases. BNPL options are subject to third-party approval and may not be available for all plan types or in all regions.

  Payments are processed through our supported gateways: WooPayments, Stripe, PayPal (Braintree), and Square. Gateway availability may vary by region.

• Payment Method on File: All sellers on paid plans (Booming, Reserve, Loyalty) must maintain a valid payment method on file at all times. Accepted methods include credit/debit cards, digital wallets (Apple Pay, Google Pay), and PayPal. Prepaid debit cards and virtual/temporary card numbers are not accepted for recurring subscriptions.
• Declined Payments (Booming Monthly & Booming Annual Renewal):
  • 1st attempt failed: Automatic retry after 3 days. Seller notified via email and Seller Dashboard alert.
  • 2nd attempt failed: Automatic retry after 5 additional days (Day 8). Account placed on payment hold — new listings blocked, existing listings remain active.
  • 3rd attempt failed: Final retry after 5 additional days (Day 13). If payment still fails, account is downgraded to Guarantee 30 on Day 14. Listings exceeding 30 are automatically deactivated (most recent first). A late fee of $5.00 is added to the outstanding balance.
  • Outstanding balance: Unpaid subscription fees and late fees are deducted from future payouts. Sellers may not receive payouts until all outstanding balances are resolved.
• Declined Payments (Prepaid Plans): Reserve, Loyalty, and new Booming Annual purchases require full upfront payment at the time of purchase. If the initial payment is declined, the plan is not activated. Booming Annual auto-renewal payments that fail follow the retry schedule described above (Monthly & Annual Renewal). Partial payments and installment plans are not available.
• Updating Payment Method: Sellers can update their payment method at any time via the Seller Dashboard under Account Settings > Billing. Upmos recommends updating payment information at least 7 days before a billing cycle to avoid disruptions.

Price Lock Guarantee (Annual & Prepaid Plans)

Sellers who purchase a Booming Annual (1-Year), Reserve (3-Year), or Loyalty (7-Year) plan lock in their subscription rate for the entire duration of the plan term. If Upmos increases the standard monthly subscription price (currently $39.99/month for Booming) during the seller’s prepaid term, the prepaid seller’s effective rate remains unchanged.

• Booming Annual: Rate locked at $39.99/month equivalent for the full 12-month term. If the standard Booming monthly rate increases during the annual term, the Booming Annual seller’s effective rate remains $39.99/month for the remainder of the year.
• Reserve: Rate locked at $34.99/month equivalent for the full 36-month term
• Loyalty: Rate locked at $29.99/month equivalent for the full 84-month term
• Upon Renewal: When a prepaid plan expires, the seller will be offered the then-current prepaid rates. The price lock applies only to the active prepaid term and does not guarantee renewal pricing.
• Referral Fees Not Included: The price lock guarantee applies to subscription fees only. Referral fee percentages are subject to change with 60 days’ notice regardless of plan type.

This price lock guarantee is a key benefit of long-term commitment and is designed to reward sellers who invest in their Upmos business for the long term.

Referral Fees by Category

Upmos — flat referral fees in every category. No tiered rates, no surprise math. Rates depend on your plan — upgrade to Booming+ to save 2% on every sale.

Minimum Referral Fee: Regardless of the category percentage, a minimum referral fee of $1.00 per item sold applies to all transactions. If the calculated referral fee based on the category percentage is less than $1.00, the $1.00 minimum will be charged instead. This ensures processing and platform costs are covered for all sales.

Referral Fee Adjustments: Upmos reserves the right to adjust referral fee percentages with 60 days’ written notice to affected sellers. Changes will be communicated via the Seller Dashboard, email notification, and updated in this Agreement. Continued use of the platform after the effective date of fee changes constitutes acceptance of the new rates. See Payments, Payouts & Rolling Reserve > Fee Changes & Notice for full details.

Referral Fee Calculation Rules

• Volume-Based Referral Fee Discounts: Sellers who achieve high sales volume may qualify for reduced referral fee rates. Discount tiers are evaluated quarterly based on trailing 90-day Gross Merchandise Volume (GMV):
  • Standard: $0 – $49,999 GMV — Standard referral rates (as listed above)
  • Silver: $50,000 – $149,999 GMV — 0.5% reduction across all categories
  • Gold: $150,000 – $499,999 GMV — 1.0% reduction across all categories
  • Platinum: $500,000+ GMV — 1.5% reduction across all categories (minimum referral fee of $1.00 still applies)

  Volume discounts are applied automatically at the start of each quarter based on the prior quarter’s performance. Discounts are non-transferable and reset if the seller’s account is suspended or terminated.

• No Referral Fee Caps: Upmos does not impose a maximum cap on referral fees. The applicable category percentage is applied to the full sale amount regardless of item value. For example, a $1,000 Fine Art item at the 21% Guarantee 30 rate generates a $210 referral fee. This uncapped structure ensures consistent and transparent fee calculation across all price points and categories.
• Flat-Rate Promise: Unlike other marketplaces that use tiered or sliding-scale referral fees, every Upmos category has a single, fixed percentage. What you see in the table above is exactly what you pay — no matter the item price, quantity, or time of year.
• Multi-Category Listings: If a product is listed under multiple categories or could reasonably fit more than one category, the referral fee is determined by the primary category selected by the seller at the time of listing. Upmos reserves the right to reclassify products to the correct category if a seller intentionally miscategorizes a product to obtain a lower referral fee. Intentional miscategorization is a policy violation subject to account warnings and potential suspension.
• Referral Fee Base (Item Price vs. Shipping): Referral fees are calculated on the total sale price, which includes the item price and any shipping charges collected from the buyer. Gift wrapping fees, if applicable, are also included in the referral fee calculation. Sales tax collected is excluded from the referral fee calculation.

Billing & Invoice Details

• Subscription Fee Tax: All subscription fees listed in this Agreement ($39.99/month Booming, $479.88 Booming Annual, $1,259.64 Reserve, $2,519.16 Loyalty) are exclusive of applicable taxes. Sales tax, VAT, or other applicable transaction taxes will be added to the subscription fee based on the seller’s billing address and local tax requirements. The total charge including tax will be displayed at checkout before payment is confirmed.
• Currency: All fees, subscription prices, referral percentages, payouts, and financial terms in this Agreement are denominated in United States Dollars (USD). International sellers are responsible for any foreign exchange conversion fees charged by their bank or payment provider. Upmos does not offer multi-currency billing for subscription fees at this time.
• Billing Cycle: The billing cycle for monthly (Booming) subscriptions begins on the date of enrollment and renews on the same calendar day each month (e.g., if a seller enrolls on March 15, billing occurs on the 15th of each subsequent month). If the enrollment date does not exist in a given month (e.g., the 31st in a 30-day month), billing occurs on the last day of that month. Prepaid plans (Reserve, Loyalty) are billed once at the time of purchase; the term begins on the purchase date.
• Invoices & Receipts: Upmos automatically generates invoices for all subscription payments, referral fee deductions, and payout transactions. Invoices are available for download in the Seller Dashboard under Account Settings > Billing History. Sellers receive an email receipt for each subscription payment. Annual tax summary statements are available by January 31 of each year for the prior calendar year’s transactions.

Plan Comparison & Selection Guide

Best for new sellers: Guarantee 30. Best for growing businesses: Booming. Best annual value: Booming Annual. Best value for established sellers: Reserve or Loyalty. All plans include the same industry-low flat referral fees — no tiered rates, no surprise math.

Plan Grandfathering Policy

If Upmos modifies, replaces, or discontinues any subscription plan, the following protections apply:

• Active Prepaid Plans (Reserve & Loyalty): Sellers with active prepaid plans are grandfathered into their existing plan terms for the remainder of their prepaid term. No changes to pricing, features, or benefits will apply until the prepaid term expires.
• Active Monthly Plans (Booming): If the Booming plan is modified or replaced, active Booming subscribers will receive 90 days’ notice before any pricing or feature changes take effect. During the notice period, sellers may choose to lock in a prepaid plan at the then-current rates.
• Active Annual Plans (Booming Annual): If the Booming Annual plan is modified or replaced, active Booming Annual subscribers will receive 60 days’ notice before any pricing or feature changes take effect for future renewal periods. The current annual term is honored in full; any changes apply only at the next renewal date. During the notice period, sellers may choose to lock in a Reserve or Loyalty prepaid plan at the then-current rates.
• Discontinued Plans: If a plan is fully discontinued, grandfathered sellers will retain their plan until the end of their current term (prepaid) or for 12 months from the discontinuation notice (monthly). After expiration, the seller must select from currently available plans.
• Feature Changes: Upmos may add features to any plan at any time with reasonable notice communicated via the Bloom Dashboard. Removal of existing features from a plan requires 60 days’ written notice and does not apply to active prepaid terms.
• Guarantee 30 (Free Tier): Upmos reserves the right to modify or discontinue the free tier with 180 days’ notice. Affected sellers will be given the option to upgrade to a paid plan or close their account with no penalties.

Billing Dispute Resolution

If a seller believes a subscription charge, referral fee deduction, or other billing item is incorrect, the following dispute process applies:

• Step 1 — Submit a Billing Inquiry: The seller must submit a billing dispute through the Seller Dashboard under Account Settings > Billing History > Dispute a Charge within 30 days of the charge date. Disputes submitted after 30 days are not eligible for review.
• Step 2 — Review Period: Upmos will review the disputed charge within 10 business days and provide a written determination via email. During the review period, the disputed amount remains on the seller’s account but will not trigger late fees or account restrictions.
• Step 3 — Resolution: If the charge is confirmed as an error (e.g., duplicate charge, incorrect referral fee percentage, system billing glitch), Upmos will issue a billing credit to the seller’s account within 5 business days of the determination. Credits are applied to the next billing cycle and are not refundable as cash.
• Step 4 — Escalation: If the seller disagrees with the determination, they may request a secondary review by emailing billing@upmos.com within 10 days of the initial determination. The secondary review is final and binding.
• Chargebacks: Sellers who initiate a chargeback with their bank or payment provider for a valid subscription charge (without first using the dispute process above) will be subject to a $25.00 chargeback administration fee and may have their account suspended pending resolution. Upmos will contest all chargebacks for valid charges.
• Double Charges: In the event of a verified duplicate charge, Upmos will automatically reverse the duplicate within 5 business days of detection, whether reported by the seller or identified through internal audits.

Account Transfer & Ownership Change

Seller accounts on Upmos are non-transferable except under the following circumstances:

• Business Sale or Acquisition: If a seller sells their business (including inventory, brand, and operations), the seller account may be transferred to the new owner, subject to Upmos approval. The new owner must:
  • Submit a formal Account Transfer Request through the Seller Dashboard or by contacting seller-support@upmos.com
  • Provide documentation of the business sale (e.g., bill of sale, asset purchase agreement)
  • Complete the full seller verification and onboarding process, including signing a new Marketplace Participation Agreement
  • Agree to assume all existing obligations, including any active prepaid plan terms
• Transfer Fees: A one-time $99.00 account transfer processing fee applies to all ownership changes.
• Plan Continuity: Active prepaid plans (Reserve, Loyalty) transfer to the new owner for the remainder of the term. Monthly (Booming) plans continue under the new owner’s payment method. The Guarantee 30 free tier transfers automatically.
• Performance History: Seller ratings, reviews, and performance metrics transfer with the account. The new owner inherits the account’s standing, including any active warnings or probationary status.
• Prohibited Transfers: Transfers intended to circumvent account suspensions, bans, or enforcement actions are prohibited and will result in termination of both the original and receiving accounts.
• Death or Incapacitation: In the event of a seller’s death or legal incapacitation, an authorized legal representative (executor, power of attorney) may request account transfer or closure by providing appropriate legal documentation.

Reactivation After Dormancy

Sellers whose accounts have been placed in dormant status (see Minimum Sales Enforcement above) may reactivate their accounts under the following terms:

• Reactivation Window: Dormant accounts may be reactivated within 12 months of the dormancy date. After 12 months, the account is permanently archived and the seller must create a new account to resume selling.
• Reactivation Process: To reactivate, the seller must log in to their Seller Dashboard and complete the Reactivation Request, which includes:
  • Updating payment method on file
  • Confirming current business information and contact details
  • Acknowledging the Minimum Sales Enforcement policy
  • Submitting a brief reactivation plan outlining how the seller intends to meet their plan-specific monthly minimum
• Reactivation Fee: A one-time $19.99 reactivation fee applies to all dormant account reactivations. This fee is waived for sellers whose dormancy was caused by a documented force majeure event.
• Plan Restoration: Sellers on the Booming plan will resume at the current monthly rate (Price Lock does not apply to monthly plans). Sellers on Reserve or Loyalty plans will have their remaining prepaid term honored — dormancy time is not added back to the term (as stated in Prepaid Plan Enforcement).
• Probationary Period: Reactivated sellers are placed on a 90-day probationary period during which they must meet their plan-specific monthly minimum in each of the first 3 months. Failure to meet the minimum during probation results in immediate return to dormant status with no additional reactivation attempts permitted for 6 months.
• Listing Restoration: Previously active listings are preserved in draft status during dormancy. Upon reactivation, the seller may republish listings. Listings are not automatically republished to prevent stale inventory from appearing in search results.

Multiple Accounts Policy

• General Rule: Each seller (individual or business entity) is permitted one (1) seller account on the Upmos marketplace. Operating multiple seller accounts is prohibited unless expressly authorized by Upmos.
• Exceptions: Upmos may approve multiple accounts in the following cases:
  • The seller operates legally distinct businesses (separate EINs/Tax IDs, different product lines, independent operations)
  • The seller has a legitimate business reason for separate storefronts (e.g., wholesale vs. retail, distinct brands with separate supply chains)

  To request a multi-account exception, the seller must submit a written request to seller-support@upmos.com with documentation of the separate business entities.

• Detection & Enforcement: Upmos uses identity verification, payment method analysis, IP tracking, and behavioral signals to detect unauthorized duplicate accounts. If duplicate accounts are identified:
  • First offense: The secondary account is suspended and the seller receives a warning on their primary account
  • Repeated offense: All associated accounts may be permanently terminated, with forfeiture of any prepaid plan balances
• Plan Independence: Approved multi-account sellers must maintain a separate subscription plan for each account. Plan benefits, volume discounts, and performance metrics do not aggregate across accounts.

Seller Performance-Based Fee Incentives

In addition to volume-based referral fee discounts, Upmos rewards sellers who maintain high-quality operations with performance-based fee reductions. Performance tiers are evaluated monthly based on trailing 60-day metrics:

• Metrics Evaluated:
  • Order Defect Rate (ODR): Percentage of orders with negative feedback, Upmos Guarantee claims, or chargebacks
  • Late Shipment Rate: Percentage of orders shipped after the promised handling time
  • Seller Rating: Average customer rating (1–5 stars)
  • Response Time: Average time to respond to buyer messages
• Performance Tiers:
  

  Tier	Requirements	Referral Fee Benefit
  Top Rated	ODR < 0.3%, Late Shipment < 2%, Rating ≥ 4.8, Response < 4 hrs	Additional 0.5% referral fee reduction (stacks with volume discounts)
  Above Standard	ODR < 0.5%, Late Shipment < 4%, Rating ≥ 4.5, Response < 12 hrs	Additional 0.25% referral fee reduction
  Standard	ODR < 2%, Late Shipment < 8%, Rating ≥ 4.0, Response < 24 hrs	Standard referral rates (no additional reduction)
  Below Standard	Any metric exceeds Standard thresholds	No discounts; volume discounts suspended until metrics improve

• Stacking: Performance-based reductions stack with volume-based discounts. For example, a Platinum-volume + Top Rated seller receives a total of 2.0% reduction (1.5% volume + 0.5% performance). The $1.00 minimum referral fee per item still applies.
• Evaluation & Notification: Performance tiers are recalculated on the 1st of each month. Sellers are notified of tier changes via email and Seller Dashboard notification. Tier downgrades include a 30-day grace period before fee adjustments take effect.

Promotional Ad Credits & Paid Tier Perks

• Guarantee 30 Perks: No welcome ad credit. Guarantee 30 sellers may purchase advertising at standard rates through their Bloom Dashboard.
• Booming Plan Perks: No welcome ad credit. Booming monthly subscribers may purchase advertising at standard rates through their Bloom Dashboard.
• Booming Annual Plan Perks: New Booming Annual subscribers receive a one-time complimentary $250.00 Upmos Ads welcome credit, deposited into their advertising wallet upon enrollment. Unused credits expire after 60 days and do not roll over.
• Reserve Plan Perks: New Reserve subscribers receive a one-time complimentary $500.00 Upmos Ads welcome credit upon enrollment. Reserve sellers also receive priority placement in seasonal promotional campaigns and early access to new marketplace features.
• Loyalty Plan Perks: New Loyalty subscribers receive a one-time complimentary $1,000.00 Upmos Ads welcome credit upon enrollment, priority customer support with a dedicated account manager, featured seller badges on all listings, and inclusion in the Upmos Partner Spotlight program.
• Ad Credit Terms: Welcome ad credits are available only to Booming Annual, Reserve, and Loyalty plan subscribers, issued once per account upon initial enrollment, and are non-transferable, non-refundable, and cannot be converted to cash. Credits apply only to Upmos on-platform advertising products (Sponsored Listings, Banner Ads, Category Features). Credits are forfeited upon account downgrade, termination, or dormancy. Sellers who downgrade and later upgrade do not receive a second welcome credit.

Referral Fee Exemptions & Special Programs

• Charity & Nonprofit Sellers: Verified 501(c)(3) nonprofit organizations selling on Upmos receive a 50% reduction in referral fees across all categories. To qualify, the organization must provide a valid IRS determination letter and certify that proceeds support the organization’s charitable mission. Apply through Account Settings > Tax & Legal > Nonprofit Verification.
• B2B Bulk Orders: Sellers fulfilling bulk/wholesale orders (10+ units of the same SKU in a single transaction) receive a 25% reduction in the referral fee for that transaction. The discount is applied automatically when the order meets the bulk threshold. This benefit is available to Booming, Booming Annual, Reserve, and Loyalty plan sellers only.
• New Product Launch Program: Sellers launching a new product (first 90 days from initial listing date) may apply for the New Product Launch Program, which provides a 30-day referral fee holiday (0% referral fee) on the first 50 units sold. Limited to one product launch per seller per quarter. Apply through the Seller Dashboard > Programs > New Product Launch.
• GoCargo Fulfillment Incentive: Sellers who use GoCargo Fulfillment for 80% or more of their orders in a given month receive an additional 0.25% referral fee reduction for that month. This incentive stacks with volume and performance discounts.

Seasonal & Peak Period Surcharges

Upmos does not currently impose seasonal surcharges or peak-period fee increases on referral fees or subscription prices. However, the following policies apply:

• No Peak Surcharges: Referral fee percentages remain constant year-round, including during holiday shopping seasons (Black Friday, Cyber Monday, etc.) and other high-traffic periods.
• GoCargo Fulfillment Fees: Sellers using GoCargo Fulfillment should note that GoCargo fulfillment and storage fees may include seasonal adjustments during peak periods (typically October 15 – January 15). Any seasonal GoCargo fee changes are communicated at least 60 days in advance. See the GoCargo Fee Schedule for current rates.
• Future Changes: If Upmos introduces seasonal surcharges on referral fees in the future, sellers will receive a minimum of 90 days’ advance notice before any surcharge takes effect. Prepaid plan sellers (Reserve, Loyalty) are exempt from any new surcharges for the remainder of their prepaid term under the Price Lock Guarantee.
• Promotional Fee Reductions: Upmos may offer temporary referral fee reductions during promotional events (e.g., Upmos Day Sales, category-specific promotions). These reductions are applied automatically to eligible transactions and do not require seller opt-in.

Referral Fee on Returns, Refunds & Cancellations

When a buyer returns an item or receives a refund, the referral fee treatment depends on the circumstances:

• Full Refund (Buyer Return): If a buyer returns an item and receives a full refund, Upmos will refund the referral fee to the seller minus a $1.00 refund processing fee per returned item. The refund processing fee covers administrative costs associated with reversing the transaction.
• Partial Refund: If a seller issues a partial refund (e.g., item received damaged, buyer dissatisfied), the referral fee is recalculated based on the net sale amount (original price minus refund). The difference is credited to the seller’s account. The $1.00 refund processing fee still applies.
• Order Cancellation (Before Shipment): If an order is cancelled before shipment, the full referral fee is refunded to the seller with no processing fee.
• Seller-Fault Returns: For returns caused by seller error (wrong item shipped, item not as described, counterfeit), Upmos retains the full referral fee and the seller is responsible for all return shipping costs. Repeated seller-fault returns impact the seller’s Order Defect Rate (ODR).
• Upmos Guarantee Claims: If a buyer files a successful Upmos Guarantee claim and receives a refund, Upmos retains the referral fee. The seller bears the full cost of the refund plus any applicable Upmos Guarantee investigation fee (see Upmos Guarantee section).
• Chargebacks: If a buyer initiates a chargeback through their payment provider, the referral fee is not refunded to the seller regardless of the chargeback outcome. A separate $20.00 chargeback dispute fee applies (see Payments, Payouts & Rolling Reserve).
• Refund Timeline: Referral fee credits for returns and refunds are processed within 7 business days of the refund being issued and appear as a credit on the seller’s next payout statement.

Per-Item & Closing Fees

• No Per-Item Listing Fee: Upmos does not charge a fee to list or publish a product. There is no insertion fee, listing fee, or per-SKU charge. Sellers may list as many products as their plan allows (30 for Guarantee 30, unlimited for paid plans) at no additional cost.
• No Closing or Final Value Fee: Upmos does not charge a separate closing fee or final value fee on completed sales. The referral fee percentage (listed in the Referral Fees by Category table) is the only per-transaction fee charged by Upmos.
• No Renewal Fees: Listings do not expire and do not require renewal fees. Once published, a listing remains active until the seller deactivates it, the item sells out, or the account is suspended/terminated.
• Third-Party Fees: Sellers are responsible for any fees charged by third-party services they choose to use, including payment processing fees from their bank, shipping carrier surcharges, and any third-party app or integration fees. These are not charged by or controlled by Upmos.

Plan Benefits During Account Suspension

If a seller’s account is temporarily suspended due to policy violations, performance issues, or pending investigation, the following rules apply to their plan benefits:

• Monthly Plan (Booming) Billing: Subscription billing continues during suspension. The seller remains enrolled in their plan and is responsible for all subscription payments. Suspension does not constitute grounds for a refund or billing pause.
• Prepaid Plans (Reserve & Loyalty): The prepaid term continues to run during suspension. Suspension time is not added back to the term. The non-refundable policy applies regardless of suspension status.
• Ad Credits: Unused Upmos Ads welcome credits remain in the seller’s wallet but cannot be used during suspension. The 60-day expiration clock continues to run. Credits that expire during a suspension are forfeited.
• Volume & Performance Discounts: All volume-based and performance-based referral fee discounts are suspended immediately upon account suspension. Discounts are reinstated upon account restoration only if the seller still meets the qualifying thresholds.
• Price Lock Guarantee: The Price Lock Guarantee for prepaid plans remains in effect during and after a suspension. The locked rate is honored for the remainder of the prepaid term.
• Seller Ratings & Badges: Featured seller badges and promotional program eligibility are revoked during suspension and must be re-earned after restoration.
• Restoration: Upon account restoration, the seller resumes their existing plan with no interruption in tier or billing. A restoration notice is sent via email confirming which benefits have been reinstated.

Tax Reporting & 1099-K Issuance

• 1099-K Reporting: In accordance with IRS regulations, Upmos issues a Form 1099-K to any seller whose gross payment volume meets the applicable federal reporting threshold (currently $600 or more in aggregate gross payments during the calendar year). The 1099-K reflects gross sales processed through the Upmos platform, including shipping and handling charges, before any deductions for referral fees, refunds, or returns.
• State Reporting: Some states have lower reporting thresholds than the federal $600 minimum. Upmos complies with all state-specific 1099-K reporting requirements. Sellers in states with lower thresholds may receive a 1099-K even if their gross sales are below $600.
• Delivery: 1099-K forms are delivered electronically via the Seller Dashboard and by mail to the address on file. Electronic delivery is available by January 31 of the following tax year. Paper forms are mailed by the same date.
• Tax ID Requirement: All sellers must provide a valid Taxpayer Identification Number (TIN) — either a Social Security Number (SSN) or Employer Identification Number (EIN) — during account setup. Failure to provide a valid TIN may result in IRS backup withholding at the rate of 24% on all payouts until a valid TIN is provided.
• International Sellers: Non-U.S. sellers must complete IRS Form W-8BEN (individuals) or W-8BEN-E (entities) to certify foreign status. Failure to provide a valid W-8 form may result in 30% withholding on all U.S.-sourced payments under IRS regulations.
• Tax Advice: Upmos does not provide tax advice. Sellers are encouraged to consult a qualified tax professional regarding their tax obligations. The information provided herein is for compliance purposes only and does not constitute tax guidance.

API Access & Rate Limits by Plan

Upmos provides a Seller API for inventory management, order processing, analytics, and integration with third-party tools. API access and rate limits vary by plan:

• Rate Limit Exceeded: API requests that exceed the per-minute or per-day limits receive an HTTP 429 (Too Many Requests) response. Sellers should implement exponential backoff in their integrations. Persistent rate limit abuse may result in temporary API access suspension.
• API Key Management: Each seller account receives one API key. Additional API keys are available for Reserve (up to 3) and Loyalty (up to 10) plan sellers. API keys can be regenerated at any time through the Seller Dashboard.
• API Terms: Use of the Seller API is subject to the Upmos API Terms of Use. Sellers may not use the API to scrape competitor data, manipulate search rankings, or circumvent platform policies.

Payments, Payouts & Rolling Reserve

Payment Schedule

• Default: Bi-weekly payouts
• Processing Time: 3–5 business days via ACH transfer
• Express Payout: 24-hour transfer available for eligible U.S. sellers (advanced banking required)

Rolling Reserve Policy

• Reserve Amount: 10% of gross sales held in rolling reserve
• Release Timeline: Released after 30 days of successful order completion
• Purpose: Protects Upmos against chargebacks, returns, and seller non-compliance

Automatic Deductions

Upmos automatically deducts from seller payments:

• Referral fees (by category, as listed above)
• Customer refunds and chargebacks
• Return shipping costs (prepaid labels)
• Returns processing fees (apparel/shoes: $2–$40 based on size/weight)
• Compliance violations and account review fees
• Subscription fees (if applicable)

Tax Collection & Remittance

As a marketplace facilitator under applicable state and federal laws, Upmos is responsible for collecting and remitting sales tax, use tax, and other applicable transaction taxes in the jurisdictions where marketplace facilitator laws apply. Sellers are responsible for:

• Tax Information: Providing accurate W-9 (U.S. sellers) or W-8BEN/W-8BEN-E (international sellers) within 30 days of account activation. Failure to provide valid tax documentation may result in withholding at the maximum backup withholding rate (currently 24%).
• 1099-K Reporting: Upmos will issue IRS Form 1099-K to sellers meeting the applicable reporting threshold ($600 in gross sales per calendar year). Sellers are solely responsible for reporting income and paying all applicable federal, state, and local income taxes.
• International Tax Obligations: Non-U.S. sellers must comply with all applicable tax treaties, VAT/GST obligations, and withholding requirements in their country of residence.
• Tax-Exempt Products: Sellers listing products that may qualify for tax exemptions (e.g., food, medical devices) must properly categorize them. Miscategorization resulting in tax liability will be the seller’s responsibility.

Fee Changes & Notice

Upmos reserves the right to modify referral fees, subscription plan pricing, and other fee structures. When fees change:

• 60-Day Advance Notice: Sellers will receive written notice via email and Seller Dashboard notification at least 60 days before any fee increase takes effect.
• Effective Date: New fees apply only to transactions initiated after the stated effective date.
• Right to Opt Out: If you do not agree with the revised fees, you may close your seller account without penalty before the new fees take effect. Continued use of the Marketplace after the effective date constitutes acceptance of the updated fee schedule.
• Promotional Rate Protections: Sellers on promotional or introductory rates will be honored for the full promotional period, regardless of general fee changes.

Currency & Exchange Rates

All transactions on Upmos Marketplace are denominated in United States Dollars (USD). International sellers will receive payouts in USD unless alternative currency options are made available. Any currency conversion fees imposed by the seller’s financial institution are the seller’s responsibility.

Payout Schedule & Options

• Standard Payout: Bi-weekly payouts via ACH transfer, processed every 1st and 15th of the month. Funds are disbursed within 3–5 business days after processing.
• Express Payout: 24-hour bank transfer available to eligible U.S. sellers who have completed advanced banking verification and maintained an active account for 90+ days with ODR below 1%.
• Minimum Payout Threshold: Payouts are processed only when the available balance meets the minimum threshold of $25.00. Balances below $25.00 roll over to the next payout cycle.
• Payout Methods: ACH direct deposit (standard), wire transfer (available for balances over $10,000; $25 wire fee applies), or Payoneer (international sellers). Sellers select their preferred method in Account Settings > Banking.
• Payout Statements: Detailed payout statements are available in the Seller Dashboard within 24 hours of each payout. Statements include gross sales, referral fee deductions, refunds, chargebacks, rolling reserve held/released, subscription fees, and net payout amount.
• Annual Financial Summary: By January 31 of each year, Upmos provides a downloadable annual financial summary covering all transactions, fees, and payouts for the prior calendar year.

Rolling Reserve Adjustments

• Standard Reserve: 10% of gross sales held for 30 days (applies to all new sellers for the first 180 days).
• Performance-Based Reserve Reduction: After 180 days, sellers with strong account health may qualify for reduced reserve rates:
  • ODR < 0.5% + 6+ months active: 5% reserve
  • ODR < 0.3% + 12+ months active + $50K+ lifetime sales: 3% reserve
  • Top Rated seller status + 24+ months active: 0% reserve (reserve waived)
• Increased Reserve: Upmos may increase the reserve rate (up to 30%) for sellers with elevated risk indicators, including rising chargeback rates, multiple Upmos Guarantee claims, or performance below standard.
• Reserve Release on Account Closure: Upon voluntary account closure in good standing, the rolling reserve is held for an additional 90 days after the last order’s return window closes, then released minus any outstanding obligations (pending refunds, chargebacks, fees).

Negative Balance & Debt Recovery

• Negative Balance: If refunds, chargebacks, and fees exceed the seller’s available balance, the account enters a negative balance state. The seller is responsible for repaying the negative balance.
• Automatic Recovery: Negative balances are automatically recovered from future payouts. Upmos will deduct up to 50% of each subsequent payout until the balance is restored to zero.
• Payment on File: If the negative balance exceeds $100.00 and no sales activity occurs within 30 days, Upmos may charge the payment method on file to recover the outstanding amount.
• Collections: Negative balances unresolved after 90 days may be referred to a third-party collections agency. A $50.00 collections processing fee will be added to the outstanding balance. Accounts in collections are suspended until the full balance is paid.
• Dispute: Sellers may dispute a negative balance through the Billing Dispute Resolution process (see Account Plans section) within 30 days of the balance occurring.

Payment Holds & Disbursement Delays

Upmos may temporarily hold payouts under the following circumstances:

• New Seller Hold: First payout for new sellers is held until 7 days after the first order’s delivery confirmation.
• Performance Hold: Payouts may be held if ODR exceeds 2% or chargeback rate exceeds 1% until the seller demonstrates improvement.
• Investigation Hold: During active fraud, IP, or compliance investigations, payouts are frozen until the investigation concludes.
• Verification Hold: If identity, banking, or tax documentation expires or is flagged for re-verification, payouts are paused until verification is completed.
• High-Value Hold: Individual orders exceeding $5,000 may be subject to a 7-day hold for fraud screening before the payout is released.
• Notification: Sellers are notified within 24 hours when a payout hold is placed, with the reason and estimated resolution timeline.

Product Restrictions & Authenticity

Product Requirements

• Authenticity: All products must be authentic, legitimate, and legally obtainable
• Accuracy: Product listings must be truthful, with accurate titles, descriptions, and images
• Images: Main product images must have pure white background and fill 80%+ of frame
• Compliance: All products must comply with applicable federal, state, and local laws
• No Duplicates: Drop shippers cannot list identical products across multiple accounts

Prohibited & Restricted Categories

Strictly Prohibited:

• Counterfeit, fake, or illegally replicated goods
• Products infringing copyrights, trademarks, or patents
• Hazardous materials (explosives, toxic chemicals, uncertified pesticides)
• Weapons and ammunition
• Recalled products
• Prescription drugs and drug paraphernalia
• Uncertified medical devices with non-compliant laser products
• Alcohol and tobacco
• Unsafe foods (expired, misbranded, illegal additives)

Harmful Food Additives Not Permitted: BVO, Potassium Bromate, Propylparaben, BHA, BHT, Titanium Dioxide, Red 3, Aspartame

Documentation Requirements

For regulated categories (children’s products, electronics, supplements, cosmetics, hazmat), sellers must provide:

• Children’s Product Certificate (CPC) or General Certificate of Conformity (GCC)
• Third-party test reports from CPSC/FDA-accepted labs
• Safety Data Sheets (SDS) for hazardous materials
• Certificate of Analysis (CoA) for supplements/cosmetics
• CE mark or equivalent regulatory certification (EU/international sales)

Product Condition & Listing Accuracy

All products listed on Upmos Marketplace must be accurately described with the correct condition designation:

• New: Factory-sealed, unused, with all original packaging and accessories. No cosmetic defects.
• Renewed/Refurbished: Professionally inspected, tested, and restored to working condition. Must be clearly labeled with refurbishment details and warranty information.
• Used – Like New: No visible wear, fully functional, may have opened packaging.
• Used – Good: Minor cosmetic wear, fully functional, all essential accessories included.
• Used – Acceptable: Noticeable wear, fully functional, may be missing non-essential accessories.

Misrepresenting product condition is a violation of this Agreement and may result in listing removal, account suspension, and mandatory refunds at the seller’s expense.

Backorder & Pre-Order Policy

Sellers may list products for pre-order or backorder under the following conditions:

• The estimated availability date must be clearly displayed on the listing
• Pre-order items must ship within 30 days of the stated availability date
• Buyers must be notified immediately of any delays exceeding 7 days beyond the estimated date
• Buyers may cancel pre-orders at any time before shipment for a full refund
• Sellers must have verifiable supply chain confirmation (e.g., manufacturer PO) for pre-order listings
• Pre-order listings are limited to 60 days in advance of the expected availability date

Multi-Channel Selling

Sellers are permitted to sell on other marketplaces (e.g., Amazon, eBay, Etsy, Walmart) simultaneously, subject to the following:

• Inventory must be accurately synced across all channels. Overselling due to poor inventory management may result in performance demerits.
• Pricing on Upmos must not systematically exceed pricing on other marketplaces for the same product (Fair Pricing Policy applies).
• Product listings on Upmos must meet Upmos quality and content standards regardless of content used on other platforms.
• Sellers may not use Upmos customer data, messaging, or packaging inserts to redirect buyers to other platforms.

MAP (Minimum Advertised Price) Policy

Sellers authorized to sell brand-name products subject to Minimum Advertised Price (MAP) agreements must comply with the brand’s MAP policy. Upmos reserves the right to enforce MAP pricing at the request of authorized brand owners. Violations may result in listing suppression until pricing is corrected.

Damaged & Defective Item Procedures

When a buyer reports receiving a damaged or defective item:

• Immediate Response: Seller must respond to the claim within 24 hours
• Resolution Options: Full refund, replacement shipment, or partial refund (with buyer agreement)
• Photographic Evidence: Seller may request up to 3 photos from the buyer to verify the damage
• Shipping Damage Claims: If damage occurred during transit, the seller is responsible for filing the carrier claim. The buyer must be made whole regardless of the carrier claim outcome.
• Restocking Fees: Restocking fees are not permitted for items that arrive damaged, defective, or materially different from the listing description. For non-defective returns initiated by the buyer, sellers may charge a restocking fee of up to 15%, provided this fee is clearly disclosed in the listing before purchase.

GoCargo Fulfillment

GoCargo is Upmos’s branded fulfillment program. Sellers store inventory in Upmos-partnered fulfillment centers, and GoCargo handles picking, packing, branded packaging, shipping, and returns — all under the GoCargo brand with your custom packaging and inserts.

Why GoCargo Beats Amazon FBA

Total seller savings with GoCargo vs. Amazon FBA: 15–30% lower all-in fulfillment costs. *Rates shown as Ruby–Standard tier range. All sellers start at Standard rates; lower rates are permanently locked in as volume milestones are reached. No peak surcharges. No inbound placement fees. Half-price returns. Plus your brand on every box.

Real-World Savings Examples: GoCargo vs. Amazon FBA

Example 1: Inbound Placement Fee Savings

A seller ships 1,000 units to a fulfillment center. Here’s what they pay just to get inventory into the warehouse:

Amazon FBA charges inbound placement fees to distribute inventory across multiple warehouses. GoCargo has zero inbound fees — every dollar you would have spent on placement goes straight to your bottom line.

Example 2: Peak Season Storage Surcharge Savings

A seller stores 500 cubic feet of inventory. Here’s the storage cost difference during peak season (October–January):

Amazon FBA nearly triples storage fees during the holiday season (Oct–Dec). GoCargo charges the same $0.45/cu ft rate all year round — no surprises, no seasonal spikes. A seller storing 500 cu ft saves $4,815 per year on storage alone.

Example 3: Returns Processing Savings

A seller has a 10% return rate on 10,000 orders per month (1,000 returns/month). Average item is Large Standard, 2 lbs:

Amazon FBA charges the full fulfillment fee again for every return. GoCargo charges only 50%. For a seller processing 1,000 returns/month, that’s $28,800–$34,800 in annual savings — money that goes back into growing your business instead of paying double for reverse logistics.

Combined Annual Savings Summary

Before even counting lower fulfillment fees and lower referral rates, a mid-size seller saves $36,855–$41,775 per year just on inbound placement, storage surcharges, and returns processing. These are hidden costs on Amazon FBA that simply don’t exist on GoCargo.

GoCargo Fee Schedule — Volume-Based Lifetime Tiers

GoCargo fulfillment fees are based on your lifetime cumulative fulfilled orders (returns excluded). Once you reach a tier milestone, that rate is locked in for life — it never resets, never expires, and never increases. The more you sell, the less you pay — permanently.

Volume Tier Milestones

How it works: Your lifetime fulfilled order count (returns excluded) is tracked automatically in your Seller Dashboard under GoCargo > Volume Tier. Once you cross a milestone, your new rate applies to all future orders immediately and remains your rate permanently — even if your sales slow down. You can only move up, never down.

Full GoCargo Rate Card (All Size Tiers)

Base rates above include pick, pack, and shipping for packages within the listed weight range. Returns are excluded from tier milestone calculations.

Weight Surcharge Schedule (Items Over 3 lbs)

A per-pound weight surcharge applies to all GoCargo orders exceeding 3 lbs. This surcharge covers incremental carrier costs for heavier shipments and is added on top of the base fulfillment fee for your volume tier.

Total Cost Examples by Volume Tier

Here’s what a seller actually pays for common package weights at each tier (Large Standard base rate + weight surcharge):

Weight surcharges apply equally across all volume tiers. The surcharge is calculated from the package’s actual weight minus 3 lbs, multiplied by the applicable per-lb rate for the weight bracket. Dimensional weight (L × W × H ÷ 139) may apply if it exceeds actual weight.

Storage Fees

GoCargo Branded Fulfillment Services

• Custom Branded Packaging: Use your own branded boxes, tape, tissue paper, and custom inserts. Unlike Amazon FBA (which ships everything in Amazon-branded boxes), GoCargo ensures your customers receive a branded unboxing experience that builds loyalty and repeat business.
• Kitting & Assembly: GoCargo offers custom kitting for subscription boxes, gift sets, retail-ready packaging, and multi-item bundles. Upmos fulfillment partners assemble specialized kits to your exact specifications.
• Product Personalization: Custom labeling, branded packing slips, thank-you cards, promotional inserts, and personalized touches that make every order feel premium.
• Branded Returns Experience: Customizable return labels, branded return communications, and a seamless returns portal that maintains your brand identity throughout the post-purchase experience.
• GoCargo Supply Chain Visibility: Real-time inventory tracking, order status monitoring, and warehouse performance reporting through the GoCargo Supply Chain platform, integrated directly into your Upmos Seller Dashboard.

GoCargo Eligibility & Enrollment

• Eligible Plans: Booming, Booming Annual, Reserve, and Loyalty plan sellers in good standing (ODR < 1%). Guarantee 30 sellers are not eligible for GoCargo.
• Enrollment: Sellers must apply for GoCargo eligibility through the Seller Dashboard > GoCargo tab. Acceptance is based on account health, sales volume, and product category compatibility.
• Inbound Shipping: Sellers ship inventory to designated GoCargo fulfillment center locations following GoCargo packaging and labeling guidelines. No inbound placement fees — unlike Amazon FBA which charges $0.21–$6.90 per unit.
• Inventory Ownership: Sellers retain full ownership of all inventory stored in GoCargo facilities. Upmos acts solely as the fulfillment service provider and assume no ownership interest in seller inventory.
• Insurance Coverage: GoCargo inventory is insured against fire, flood, and theft. Liability for lost or damaged inventory is limited to the item’s landed cost (purchase price + inbound shipping). Additional coverage available for high-value inventory.

GoCargo Performance Benefits

• GoCargo Badge: GoCargo-fulfilled listings receive the GoCargo Fulfilled badge, higher search placement, and eligibility for Upmos Guarantee automatic approval.
• Faster Delivery: 1–2 business day shipping in eligible areas through Upmos’s nationwide logistics network.
• Negotiated Carrier Rates: Sellers benefit from Upmos’s negotiated shipping rates, typically 25–40% below published retail rates.
• Return Processing: GoCargo handles return receipt, inspection, and restocking for GoCargo-fulfilled orders at 50% of the original fulfillment fee (vs. Amazon FBA which charges the full fulfillment fee again).
• Removal & Disposal: Sellers may request removal of unsold inventory at any time ($0.75–$9.99/unit depending on size). Inventory stored for more than 365 days incurs long-term storage fees. Sellers may authorize disposal of unsellable inventory.

GoCargo Prep Requirements

Before shipping inventory to GoCargo fulfillment centers, sellers must prepare products according to these standards. Non-compliant shipments may be rejected, returned at the seller’s expense, or prepped by GoCargo at a per-unit fee.

• Box Requirements: Inbound cartons must not exceed 50 lbs or 25″ on any side. Use sturdy corrugated boxes (no bags, envelopes, or pallet-only shipments without prior approval).
• Labeling: Each inbound carton must display a GoCargo Shipment ID label (generated via Seller Dashboard > GoCargo > Send Inventory). Place the label on the top and one side of each box.
• Expiration-Dated Products: Products with expiration dates must have at least 90 days of shelf life remaining upon arrival at the fulfillment center. Label must be in MM/DD/YYYY format and visible without opening packaging.
• No Prep Fee for Self-Prepped Items: Sellers who properly prep all items before shipping incur zero prep fees. GoCargo only charges prep fees when the fulfillment center must prep items on the seller’s behalf.

GoCargo Prohibited & Restricted Products

The following product categories cannot be fulfilled through GoCargo. Sellers who ship prohibited items to a GoCargo warehouse will have inventory returned at their expense and may face account-level penalties.

Multi-Channel Fulfillment (MCF)

GoCargo supports Multi-Channel Fulfillment, allowing sellers to use their Upmos-warehoused inventory to fulfill orders from any sales channel — not just Upmos.

• Supported Channels: Shopify, WooCommerce, BigCommerce, eBay, Walmart Marketplace, TikTok Shop, your own website, and any platform with order export capability.
• How It Works: Submit MCF orders through Seller Dashboard > GoCargo > Multi-Channel Orders, or via the GoCargo API. Provide the shipping address, items, and quantities — GoCargo picks, packs, and ships from your existing inventory.
• MCF Pricing: Same volume-tier rate as your Upmos orders — no premium. Multi-channel orders count toward your lifetime volume tier milestones.
• Branded Packaging: MCF orders ship in your custom branded packaging (same as Upmos orders) — not in Upmos-branded boxes. Your customers on other channels will never see Upmos branding.
• Shipping Speed: Standard (5–7 business days), Expedited (2–3 business days), or Next-Day available for MCF orders. Shipping rates vary by speed and destination.
• No Channel Restrictions: Unlike Amazon MCF, GoCargo does not restrict which platforms you can fulfill from and does not add marketing inserts for Upmos.
• Inventory Allocation: MCF draws from the same inventory pool as your Upmos orders. Use the Inventory Allocation tool in your dashboard to reserve specific quantities for different channels if desired.

International Shipping & Cross-Border Fulfillment

GoCargo currently operates fulfillment centers within the contiguous United States. International shipping is supported through Upmos’s global logistics network.

• Domestic Coverage: GoCargo ships to all 50 US states, Puerto Rico, US Virgin Islands, Guam, and APO/FPO/DPO military addresses.
• International Shipping: GoCargo can ship to 220+ countries and territories via Upmos international shipping services. International fulfillment fees are calculated based on destination zone, package weight, and dimensions. Customs documentation is generated automatically.
• Duties & Taxes: International orders may be subject to import duties, taxes, and customs fees. GoCargo offers Delivered Duty Paid (DDP) and Delivered Duty Unpaid (DDU) options. Sellers choose their preferred duty model per SKU or per order.
• International Returns: Return-to-warehouse for international orders is supported but the buyer is responsible for return shipping costs and customs clearance unless the seller offers free international returns.
• Future Expansion: Upmos plans to open GoCargo fulfillment centers in Canada, the United Kingdom, and the European Union. Sellers will be notified at least 90 days before new warehouse locations become available for inventory placement.

Seller-Fulfilled Shipping (Self-Ship Alternative)

Sellers are not required to use GoCargo. Seller-Fulfilled Shipping (SFS) remains available on all plan tiers. However, self-ship sellers must meet Upmos’s shipping performance standards independently.

• Ship-By Deadline: Self-ship sellers must ship orders within the handling time stated in their listing (default: 2 business days). Late shipments count toward your Late Shipment Rate.
• Tracking Required: All self-ship orders must include valid tracking numbers from a supported carrier. Orders without tracking are considered unshipped after 7 days.
• Supported Carriers: UPS, USPS, FedEx, DHL, OnTrac, and regional carriers integrated with Upmos. Sellers may purchase discounted shipping labels through the Upmos Shipping Center at rates 30–40% below retail.
• Performance Parity: Self-ship sellers are held to the same ODR, Late Shipment Rate, and Valid Tracking Rate thresholds as GoCargo sellers. GoCargo sellers benefit from automatic compliance.
• No Badge: Self-ship listings do not receive the GoCargo Fulfilled badge and do not qualify for the GoCargo Fulfillment Incentive (extra 1% referral fee discount).
• Hybrid Model: Sellers may use GoCargo for some SKUs and self-ship others. Each listing is independently flagged as GoCargo or Seller-Fulfilled.

GoCargo Dispute Resolution

Sellers may dispute GoCargo charges, inventory discrepancies, or fulfillment errors through a structured resolution process.

• Filing a Dispute: Navigate to Seller Dashboard > GoCargo > Dispute Center. Select the order, charge, or inventory adjustment in question and submit a dispute with supporting documentation (photos, shipping receipts, purchase invoices).
• Response Timeline: Upmos will review and respond to all GoCargo disputes within 10 business days. Complex cases involving warehouse investigation may take up to 30 business days.
• Eligible Dispute Types:
  • Lost or damaged inventory in warehouse
  • Incorrect fulfillment fees or storage charges
  • Missing units in inbound shipment receiving
  • Customer return not received or incorrectly processed
  • Dimensional weight or size tier classification error
  • Long-term storage fee disputes
• Reimbursement: If a dispute is resolved in the seller’s favor, Upmos will credit the seller’s account within 5 business days. Reimbursements for lost/damaged inventory are based on the item’s selling price minus referral and fulfillment fees, up to a maximum of $5,000 per unit.
• Escalation: If a seller is unsatisfied with the initial dispute resolution, they may escalate to the GoCargo Seller Advocate team for secondary review. Final decisions are binding per the Dispute Resolution section of this Agreement.
• Statute of Limitations: Disputes must be filed within 90 days of the charge, shipment, or inventory event in question. Disputes filed after 90 days will not be reviewed.

Inventory Reconciliation & Cycle Counts

GoCargo fulfillment centers perform regular inventory reconciliation to ensure warehouse counts match seller records.

• Automatic Reconciliation: GoCargo systems reconcile inventory in real time as items are received, picked, shipped, and returned. Sellers can view current inventory levels at any time in Seller Dashboard > GoCargo > Inventory.
• Monthly Cycle Counts: GoCargo fulfillment centers conduct monthly cycle counts on a rotating basis. If a variance is detected, the seller is notified via email and dashboard alert within 48 hours.
• Variance Threshold: Discrepancies of 3 units or fewer per SKU are automatically adjusted and the seller is reimbursed at fair market value. Variances exceeding 3 units trigger a full physical count and investigation.
• Seller-Requested Audits: Sellers may request a full physical inventory audit up to once per quarter at no charge. Additional audits cost $0.05 per unit counted, with a $50 minimum.
• Reconciliation Reports: Downloadable monthly reconciliation reports are available in Seller Dashboard > GoCargo > Reports, showing: units received, units shipped, units returned, units damaged/lost, adjustments, and ending inventory.
• Shrinkage Policy: Normal warehouse shrinkage (loss/damage) is expected at <0.1% per month. GoCargo reimburses sellers for any shrinkage exceeding 0.1% of average monthly inventory value.

Receiving Fees

GoCargo does not charge receiving fees for standard inbound shipments — another advantage over Amazon FBA, which charges inbound placement fees.

• Standard Receiving: FREE. GoCargo receives, inspects, and shelves inbound inventory at no cost when shipments comply with prep and labeling requirements.
• Non-Compliant Shipment Fee: If an inbound shipment arrives without proper labeling, barcodes, or prep, GoCargo may prep the items on the seller’s behalf at the per-unit prep fees listed in the Prep Requirements section above. Alternatively, the shipment may be rejected and returned.
• Appointment Scheduling: Large shipments (10+ pallets) require a delivery appointment scheduled at least 72 hours in advance through Seller Dashboard > GoCargo > Inbound Shipments.
• Receiving SLA: Standard shipments (non-palletized, <10 cartons) are checked in within 2 business days of delivery. Pallet shipments are checked in within 5 business days. During peak season (Oct 15 – Jan 15), receiving times may extend by an additional 2 business days.

Account Suspension & GoCargo Inventory

If a seller’s Upmos account is suspended or terminated, the following applies to their GoCargo inventory:

• Inventory Hold: Upon suspension, all GoCargo inventory is placed on hold. No new orders will be fulfilled, and no new inbound shipments will be accepted.
• Removal Window: Suspended sellers have 30 calendar days from the date of suspension to submit a removal order for all GoCargo inventory. Removal orders submitted during this window are processed at standard removal rates ($0.75–$9.99/unit depending on size).
• Unclaimed Inventory: If no removal order is submitted within 30 days, Upmos will send a final written notice. Sellers then have an additional 15 calendar days to arrange removal. After 45 total days, unclaimed inventory may be disposed of or donated, and the seller forfeits ownership rights per this Agreement.
• Storage Fees Continue: Monthly storage fees continue to accrue on suspended-account inventory until it is removed or disposed of.
• Reinstatement: If a suspended account is reinstated, inventory holds are lifted and fulfillment resumes within 24 hours. Volume tier status, inventory levels, and storage billing continue as if no interruption occurred.
• Funds Hold: Any pending payouts or account balance may be held for up to 90 days following suspension to cover potential customer refunds, chargebacks, and outstanding fees (including GoCargo storage and removal costs).

GoCargo Cancellation & Off-boarding

Sellers may cancel their GoCargo enrollment at any time. Cancellation does not affect the seller’s Upmos account or their ability to sell on the platform using Seller-Fulfilled Shipping.

• Notice Period: Sellers must provide 30 days’ written notice of GoCargo cancellation through Seller Dashboard > GoCargo > Settings > Cancel Enrollment.
• Inventory Removal: All GoCargo inventory must be removed within 60 days of cancellation notice. Sellers may ship inventory back to themselves or transfer to another fulfillment provider. Standard removal fees apply.
• In-Progress Orders: Any orders placed before the cancellation effective date will still be fulfilled by GoCargo. No new GoCargo orders will be accepted after the effective date.
• Listing Updates: Upon cancellation, all GoCargo-fulfilled listings automatically revert to Seller-Fulfilled status. Sellers should update their handling times and shipping settings accordingly.
• Volume Tier Preservation: If a seller cancels GoCargo and later re-enrolls, their lifetime volume tier is preserved. Sellers never lose earned tier status regardless of enrollment changes.
• Final Statement: A final GoCargo statement is generated 30 days after the last inventory item is removed, reflecting any remaining storage fees, removal fees, or credits owed.
• Cooling-Off Period: After cancellation, sellers may re-enroll in GoCargo after a 30-day cooling-off period, subject to standard eligibility requirements and account health review.

GoCargo Onboarding & Transition Period

New GoCargo sellers receive dedicated onboarding support to ensure a smooth transition to fulfillment services.

• Onboarding Specialist: Upon enrollment approval, each seller is assigned a GoCargo Onboarding Specialist who guides them through initial inventory shipment, listing configuration, and dashboard setup. Support is available for 60 days from enrollment.
• Test Shipment: Sellers are encouraged to start with a small test shipment (10–50 units of 1–3 SKUs) to familiarize themselves with the prep, labeling, and receiving process before sending full inventory.
• Listing Migration: The onboarding team assists in converting existing Seller-Fulfilled listings to GoCargo-fulfilled status, including updating handling times and shipping templates.
• Grace Period: During the first 90 days of GoCargo enrollment, minor prep and labeling errors on inbound shipments are corrected at no charge (up to 100 units total). After the grace period, standard prep fees apply.
• Training Resources: Access to GoCargo Seller University — video tutorials, best-practice guides, and prep requirement checklists available in Seller Dashboard > GoCargo > Learning Center.
• Transition Timeline: Most sellers are fully transitioned to GoCargo within 2–4 weeks of enrollment. Sellers with large catalogs (1,000+ SKUs) may take up to 8 weeks for full migration.

GoCargo API & Integration

GoCargo provides a RESTful API and integration tools for sellers who need programmatic access to fulfillment operations.

• GoCargo REST API: Full API access for inventory management, inbound shipment creation, order tracking, MCF order submission, and reporting. API documentation available at developers.upmos.com/gocargo.
• Authentication: API access uses OAuth 2.0 with seller-specific API keys generated in Seller Dashboard > GoCargo > API Settings.
• Webhooks: Real-time webhook notifications for: inventory received, order shipped, order delivered, return received, inventory adjustment, and storage fee billing events.
• Third-Party Integrations: Pre-built integrations with Shopify, WooCommerce, BigCommerce, ShipStation, Sellbrite, Linnworks, and ChannelAdvisor. Additional integrations available via Zapier.
• Rate Limits: API rate limit of 1,000 requests per minute per seller. Higher limits available upon request for high-volume sellers (Platinum tier and above).
• Sandbox Environment: A full sandbox environment is available for testing API integrations before connecting to live inventory. Accessible at sandbox.api.upmos.com/gocargo.

GoCargo Inventory Limits & Restock Limits

To ensure fair warehouse space allocation and efficient operations, GoCargo enforces inventory storage limits based on seller tier and performance.

• IPI Score: Sellers with an Inventory Performance Index (IPI) score of 400+ may receive bonus storage capacity (up to 50% above their tier limit). IPI measures sell-through rate, in-stock rate, stranded inventory %, and excess inventory %.
• Limit Increases: Sellers who consistently exceed 80% utilization of their storage limit for 3+ consecutive months are automatically reviewed for a limit increase.
• Overage Fees: Inventory stored in excess of the seller’s tier limit incurs an overage surcharge of $2.00 per cubic foot per month on the excess volume.
• Per-SKU Restock Limits: Individual SKU restock limits are calculated based on the SKU’s trailing 90-day sell-through velocity. Fast-moving SKUs receive higher restock allowances.

Note: GoCargo availability is subject to warehouse capacity and geographic coverage. Upmos reserves the right to limit GoCargo enrollment or restrict eligible product categories (e.g., hazardous materials, oversized items, temperature-sensitive goods). Sellers using GoCargo remain responsible for product quality, listing accuracy, and regulatory compliance.

Performance Standards & Metrics

Seller Account Health Metrics

New Seller Grace Period

• Duration: 30 days from account activation
• Metrics Tracked: All metrics monitored but not enforced during grace period
• Purpose: Allows new sellers time to establish operational efficiency
• After Grace: Full enforcement begins; failure to meet standards results in escalating penalties

Minimum Account Requirements

• Average Order Value (AOV): Minimum $5
• Gross Merchandise Volume (GMV): Minimum $50/month (tracked in Bloom seller dashboard)
• Monthly Minimum: Plan-specific (Guarantee 30/Booming/Booming Annual: 10, Reserve: 7, Loyalty: 5 items/month)

Order Defect Rate (ODR)

The Order Defect Rate is a composite metric that measures the percentage of orders with one or more defects:

• Upmos Guarantee Claims: Buyer-initiated claims for non-delivery, significant discrepancy, or return issues
• Chargebacks: Payment disputes filed by buyers with their credit card issuer
• Negative Feedback: Ratings of 1 or 2 stars received within 60 days of order completion

Sellers must maintain an ODR below 1% over a rolling 60-day period. ODR above 1% triggers a performance review; above 2% may result in listing suppression;

MFN Seller Fulfillment Obligations

Sellers who fulfill orders directly from their own facilities (Merchant Fulfilled Network / MFN) must comply with the following standards. These obligations are mandatory for all MFN sellers and are enforced through the performance metrics above. Sellers who opt into GoCargo Fulfillment delegate these responsibilities to Upmos.

Note: Sellers who enroll in GoCargo Fulfillment (optional) transfer these fulfillment responsibilities to Upmos. GoCargo-fulfilled orders are held to GoCargo SLAs, not MFN standards. See the Fulfillment & Logistics Agreement for GoCargo-specific terms.

Performance Tier System

• Top Rated: ODR < 0.3%, OTD > 99%, Response Rate 100%, 12+ months active, $25K+ lifetime sales. Benefits: lowest rolling reserve, priority support, premium search placement, Top Rated badge on all listings.
• Above Standard: Meets all minimum performance standards with ODR < 0.5%. Standard benefits without enhanced perks.
• Standard: Meets all minimum performance standards. Full marketplace access with standard benefits.
• Below Standard: One or more metrics below minimum thresholds. Subject to listing suppression, reduced search visibility, and a mandatory 30-day improvement period.

Performance Coaching & Improvement

• Performance Dashboard: Real-time performance metrics are available in the Seller Dashboard under Account Health. Metrics update daily and reflect a rolling 60-day period.
• Automated Alerts: Sellers receive automated email alerts when any metric drops within 10% of the minimum threshold, giving advance warning before a violation occurs.
• Coaching Program: Sellers who fall Below Standard are enrolled in a free 30-day Performance Coaching program. The program includes one-on-one guidance from the Seller Success team, tailored action plans, and weekly check-ins.
• Improvement Plan: Below Standard sellers must submit a written improvement plan within 7 days. Failure to submit or execute the plan may result in escalation to account suspension.
• Performance Reviews: Upmos conducts quarterly performance reviews for all active sellers. Top Rated and Above Standard sellers receive recognition; Below Standard sellers receive mandatory improvement guidance.

IP Protection & Anti-Counterfeiting

Zero-Tolerance IP Policy

• Strike 1 (First Offense): Listing removed; seller receives warning; can appeal
• Strike 2 (Second Offense): Account suspended for 7–14 day review period; seller must submit detailed Roadmap (root cause, corrective actions, preventive measures)
• Strike 3+ (Repeat Violations): Permanent account termination; no appeal process

IP Rights Protections

• Upmos Brand Protection Program: Registered trademark holders can use Report a Violation (RAV) tool for faster processing
• Copyright Claims: Submit via Copyright Violation Form or email copyright@upmos.com
• Automated Detection: AI/machine-learning systems scan listings for potential IP infringements

Seller Obligations

• Verify all products owned or properly licensed before listing
• Do not use copyrighted images, text, or branding without authorization
• Respond without undue delay (and in no event later than 5 business days) to IP infringement claims with evidence of authorization
• Unable to provide valid invoices/documentation results in automatic suspension

Brand Authorization & Registry

Sellers listing products from brands that participate in the Upmos Brand Registry must provide proof of authorization:

• Authorized Reseller Documentation: Letter of authorization, distributor agreement, or invoices from the brand or authorized distributor dated within the last 12 months
• First-Party Brands: Sellers who own the brand must register with Upmos Brand Registry and provide trademark registration documentation
• Unauthorized Listings: Listings for brand-registered products without proper authorization may be removed without notice at the brand owner’s request
• Gray Market Products: Products imported outside authorized distribution channels must be clearly labeled as such, and sellers must provide valid supply chain documentation (e.g., invoices from the original manufacturer, authorized importer, or licensed distributor) upon request. Upmos reserves the right to remove gray market listings at the request of authorized brand owners if valid documentation cannot be provided.

DMCA Takedown & Counter-Notification Process

• DMCA Takedown Requests: Copyright holders may submit a DMCA takedown notice to copyright@upmos.com or through the Report a Violation (RAV) tool. Valid notices must include:
  • Identification of the copyrighted work being infringed
  • URL(s) of the infringing listing(s) on Upmos
  • Contact information of the complainant
  • A statement of good faith belief that the use is not authorized
  • A statement under penalty of perjury that the information is accurate
  • Physical or electronic signature of the copyright owner or authorized agent
• Takedown Timeline: Upmos will remove or disable access to allegedly infringing material within 48 hours of receiving a valid DMCA notice. The affected seller is notified immediately.
• Counter-Notification: Sellers who believe their content was removed in error may submit a counter-notification within 10 business days of the takedown. The counter-notification must include:
  • Identification of the removed material and its prior location
  • A statement under penalty of perjury that the material was removed by mistake
  • Consent to jurisdiction in Harris County, Texas
  • Physical or electronic signature of the seller
• Restoration: If Upmos receives a valid counter-notification, the removed material will be restored within 10–14 business days unless the copyright holder files a court action.
• Repeat Infringers: In accordance with the DMCA, Upmos maintains a policy of terminating accounts of repeat copyright infringers (see Three-Strike policy above).

Test Buy & Brand Protection Program

• Test Buy Program: Upmos conducts periodic test purchases from sellers flagged for potential counterfeit or IP-infringing products. Products acquired through test buys are examined for authenticity. Confirmed counterfeits result in listing removal, inventory seizure (for GoCargo sellers), and escalation through the strike system.
• Brand Registry: Registered brand owners can enroll in the Upmos Brand Registry for enhanced protection tools, including automated listing monitoring, proactive takedowns, and direct brand-seller dispute resolution channels.
• Transparency Program: Sellers in high-risk categories may be required to provide unit-level serial numbers or authenticity codes that buyers can verify independently through the Upmos app.

Prohibited Conduct & Ethical Standards

Fair Pricing & No Price Gouging

• Prohibition: Cannot charge excessively high prices for products or shipping compared to market rates
• Monitoring: Upmos compares prices to recent marketplace and off-platform pricing
• Crisis Enforcement: Especially enforced during emergencies (hand sanitizer, water, etc.); violators referred to law enforcement
• Deceptive Pricing Prohibited: No misleading reference prices, multi-pack upcharges, or inflated shipping costs

Fair Treatment of Customers

• Accurate Information: All product details, descriptions, and images must be truthful and current
• Review Integrity: Cannot manipulate ratings, offer incentives for positive reviews, or post fake negative reviews about competitors
• Communications: All buyer contact must be through Signals messaging system; limited to order fulfillment and customer service only
• Customer Data: Data received for orders can only be used for fulfillment; must be deleted afterward
• Respectful Conduct: Zero tolerance for harassment, discrimination, or illegal behavior

Seller Account Restrictions

• Single Account per Region: Unless approved by Upmos for legitimate business reasons, sellers may only maintain one account
• No Commercial Resale: All Access memberships cannot be used to purchase for commercial purposes or resale
• Abuse Prevention: Cannot manipulate free trial offers, exploit bonus programs, or use unauthorized means to circumvent platform policies and program limitations.

Detailed Prohibited Activities

• Fake Reviews & Ratings: Soliciting, purchasing, or incentivizing positive reviews or ratings from buyers, friends, family, or third-party services. This includes offering discounts, free products, or refunds in exchange for reviews.
• Search Rank Manipulation: Using keyword stuffing, hidden text, misleading categories, or artificially inflated click-through rates to manipulate search ranking algorithms.
• Listing Manipulation: Creating duplicate listings for the same product, merging unrelated product reviews, or adding variations that are materially different products to an existing listing.
• Price Gouging: Raising prices on essential goods by more than 25% during declared emergencies, natural disasters, or supply chain disruptions. Upmos monitors for price gouging during declared events and may suppress or remove offending listings.
• Off-Platform Transactions: Directing buyers to complete purchases outside of the Upmos platform to avoid referral fees. This includes embedding contact information in product images, descriptions, or packaging.
• Shill Bidding / Self-Purchasing: Purchasing your own products to inflate sales rank, generating artificial sales velocity, or using multiple accounts to simulate buyer demand.
• Competitor Sabotage: Filing false IP complaints, submitting fake negative reviews, or placing and immediately cancelling orders against competitors to damage their performance metrics.
• Tax Evasion: Providing false or fraudulent tax identification information, failing to report marketplace income, or structuring transactions to avoid tax reporting thresholds.

Enforcement & Penalties

• First Violation (Minor): Written warning with specific policy citation and 7-day cure period.
• Second Violation: 30-day listing suppression for affected ASINs/listings and mandatory policy compliance training.
• Third Violation: Account suspension with reinstatement contingent on successful appeal (see Suspension section).
• Severe Violations: Fraud, counterfeiting, safety violations, or illegal activity result in immediate permanent termination without warning. Upmos may also refer such cases to law enforcement authorities.
• Financial Penalties: Upmos reserves the right to withhold payouts, charge back fraudulent earnings, and recover damages for prohibited conduct that harms the marketplace, buyers, or other sellers.

Suspension & Termination

Performance-Based Escalation

Progressive Remedy System:

1. Performance Notification: Seller receives warning if metrics fall below standards; must respond with improvement plan
2. Temporary Suspension: 7–14 day review period; seller access to selling features restricted while Upmos evaluates compliance
3. Permanent Termination: If seller continues non-compliance or reoffends, account permanently closed with no appeal option

Immediate Termination (No Appeal)

• Fraud or intentional misrepresentation
• Repeat IP/counterfeiting violations (3+ strikes)
• Sale of prohibited/hazardous products
• Abuse of seller privileges or platform exploitation
• Violation of laws or regulations (payment declined after multiple attempts, suspicious activity)

Upmos Discretionary Rights

• Suspension for Cause: Upmos may suspend any seller account immediately upon written notice if Upmos reasonably believes the seller has engaged in fraud, illegal activity, or poses an imminent safety risk. For all other causes, Upmos will provide 30 days’ written notice and an opportunity to cure before suspension.
• Term Modifications: Upmos may modify program terms with at least 30 days’ advance written notice via email and Seller Dashboard notification. Material changes (fee increases, new obligations, reduced seller rights) require 60 days’ notice. Continued participation after the effective date constitutes acceptance. Sellers who object may terminate without penalty before the effective date.
• Platform Discontinuation: Upmos may discontinue the entire Marketplace program with at least 90 days’ written notice to all active sellers. Upon discontinuation, Upmos will process all pending payouts, release rolling reserves within 180 days, and provide seller data export functionality.
• Good Faith Obligation: Upmos shall exercise its discretionary rights in good faith and in a commercially reasonable manner. Upmos shall not exercise discretionary rights for the purpose of circumventing its contractual obligations.

Effect of Termination

• Refunds: For termination due to fraud or abuse, no refund of fees is provided. For all other terminations (voluntary or performance-based), Upmos will issue a prorated refund of any prepaid subscription fees for the unused portion of the billing period.
• Promotional Credits: Seller forfeits any accrued rewards, promotional credits, ad credits, or non-monetary benefits upon termination. Earned but unpaid referral fee credits are not forfeited and will be included in final payout.
• Rolling Reserve: The 10% rolling reserve is NOT forfeited. Upmos will hold the reserve for 180 days after the termination effective date to cover potential chargebacks, refunds, and claims. After the 180-day hold period, the remaining balance (minus any deductions for verified chargebacks, refunds, or outstanding fees) will be disbursed to the seller’s designated bank account within 30 business days.
• Final Accounting Statement: Upmos will provide a detailed final accounting statement within 30 days of termination, itemizing all pending payouts, deductions, reserve balances, and expected disbursement dates.

Account Transfer & Sale

Seller accounts on Upmos Marketplace are non-transferable. Sellers may not sell, transfer, assign, or otherwise convey their account to another individual or entity without prior written consent from Upmos. Unauthorized account transfers will result in immediate termination of all associated accounts. Exceptions may be considered for:

• Business acquisitions where the acquiring entity assumes all obligations under this Agreement
• Estate transfers due to the death or incapacitation of the account holder
• Corporate restructuring (e.g., LLC to Corporation conversion) where beneficial ownership remains substantially the same

Appeal Process & Plan of Action

• Appeal Eligibility: Sellers whose accounts are suspended (not permanently terminated) may submit one appeal within 14 days of the suspension notice. Permanently terminated accounts for fraud, counterfeiting (3+ strikes), or prohibited product sales are not eligible for appeal.
• Plan of Action (POA) Requirement: All appeals must include a written Plan of Action that addresses:
  • Root Cause: A clear explanation of what caused the policy violation or performance failure
  • Corrective Actions: Specific steps already taken to resolve the immediate issue
  • Preventive Measures: Systemic changes to prevent recurrence (e.g., new QC processes, supplier verification, staff training)
  • Supporting Documentation: Invoices, certificates, test reports, or other evidence supporting the appeal
• Review Timeline: Upmos reviews appeals within 10 business days of submission. Complex cases may require up to 20 business days. The seller is notified of the outcome via email.
• Appeal Outcomes:
  • Reinstated: Account restored with a 90-day probationary period; any subsequent violation during probation results in immediate re-suspension
  • Reinstated with Conditions: Account restored with specific conditions (e.g., category restrictions, enhanced monitoring, mandatory training)
  • Denied: Suspension upheld; seller may submit a second (final) appeal within 7 days with additional evidence. No further appeals permitted after the second denial.

Reinstatement Criteria

• Performance Reinstatement: Sellers suspended for performance failures must demonstrate that they have identified the root cause and implemented corrective actions. Reinstatement is contingent on meeting all minimum performance standards within the first 30 days of restoration.
• Policy Reinstatement: Sellers suspended for policy violations must remove all violating content, complete any required remedial training, and acknowledge compliance with the specific policy violated.
• Financial Reinstatement: Sellers suspended for billing or payment issues must resolve all outstanding balances, update payment methods, and verify banking information before reinstatement.

Post-Termination Obligations

• Data Retention: Upon termination, Upmos retains seller transaction records, communications, and compliance documentation for a minimum of 7 years as required by IRS tax record retention and regulatory obligations.
• Inventory (GoCargo): GoCargo sellers must arrange removal of all fulfillment center inventory within 30 days of termination. After 30 days, Upmos may dispose of remaining inventory and charge disposal fees.
• Outstanding Orders: Sellers must fulfill all confirmed orders prior to the termination effective date. Unfulfilled orders will be cancelled and refunded by Upmos at the seller’s expense.
• Pending Payouts: Final payouts (earned commissions, referral credits, and pending disbursements) are held for 90 days after the termination effective date to cover potential chargebacks, refunds, and claims. The remaining balance is disbursed after the 90-day hold period minus any outstanding obligations. Note: This 90-day payout hold is separate from the 180-day rolling reserve hold described in Effect of Termination.
• Re-Application: Sellers terminated for performance reasons may re-apply after 12 months. Sellers terminated for fraud, counterfeiting, or safety violations are permanently barred from reapplication.

Insurance & Indemnification

Insurance Requirement

• Trigger: Once monthly sales exceed $7,000 within any 30-day period
• Coverage Required: Minimum $1M general liability + product liability insurance
• Upmos Status: Upmos must be named as additional insured on policy
• Timeline: Must obtain insurance within 30 days of exceeding threshold; failure to provide proof results in account suspension

Seller Indemnification

Seller agrees to defend, indemnify, and hold harmless Upmos Inc., its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or related to:

• Offer, sale, and fulfillment of seller’s products (including personal injury, death, property damage)
• Non-compliance with applicable laws and regulations
• Infringement of intellectual property rights (copyrights, trademarks, patents)
• Materials or content provided by seller
• Failure to collect or pay required taxes and duties
• Seller’s negligence, gross negligence, or willful misconduct
• Breach of any representation, warranty, or obligation under this Agreement

Upmos Indemnification

Upmos agrees to defend, indemnify, and hold harmless seller from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Upmos’s negligence, gross negligence, or willful misconduct in operating the Marketplace platform
• Upmos’s breach of its obligations under this Agreement
• Infringement of third-party intellectual property rights by the Upmos platform itself (excluding seller-provided content)
• Upmos’s failure to comply with applicable data protection laws regarding data under Upmos’s direct control

Indemnification Procedures

• Prompt Notice: The indemnified party must provide written notice of any claim within 15 business days of becoming aware of it. Failure to provide timely notice does not relieve the indemnifying party’s obligations except to the extent the delay materially prejudices the defense.
• Defense Control: The indemnifying party has the right to assume control of the defense and settlement of any claim, using counsel of its choosing. The indemnified party shall cooperate fully and may participate at its own expense.
• Settlement Approval: No settlement that imposes obligations on the indemnified party (other than payment covered by indemnification) may be made without the indemnified party’s prior written consent.
• Indemnification Cap (Seller): Seller’s aggregate indemnification obligation shall not exceed the greater of (a) total fees paid by seller to Upmos in the 12 months preceding the claim, or (b) $1,000,000 USD, except in cases of fraud, willful misconduct, or intellectual property infringement, which remain uncapped.
• Attorneys’ Fees: The indemnifying party shall reimburse the indemnified party for all reasonable attorneys’ fees, court costs, and expenses incurred in connection with any indemnified claim.
• Survival: All indemnification obligations under this section survive the termination or expiration of this Agreement for a period of three (3) years.

Account Suspension for Non-Indemnification

• Failure to timely indemnify Upmos for third-party claims results in automatic account suspension

• Insurance Coverage Requirements

  • Minimum Coverage: $1,000,000 per occurrence and $2,000,000 aggregate for commercial general liability and product liability combined.
  • Named Insured: Policy must name “Upmos Inc.” as an additional insured with a waiver of subrogation.
  • Certificate of Insurance (COI): Sellers must upload a current COI to the Seller Dashboard within 30 days of exceeding the $7,000/month sales threshold. COIs must be renewed annually; Upmos sends renewal reminders 60 days before expiration.
  • Acceptable Carriers: Insurance must be provided by a carrier rated A- or better by AM Best.
  • Product Recall Coverage: Recommended (not required) for sellers in regulated categories (children’s products, food, cosmetics, electronics). Product recall insurance covers costs of notifying customers, removing products, and managing returns during a recall event.
  • International Sellers: Non-U.S. sellers must obtain coverage from a carrier authorized to operate in the United States, or provide equivalent international coverage with U.S. jurisdiction endorsement.
  • Lapse in Coverage: If insurance lapses or is cancelled, the seller has 15 days to provide proof of replacement coverage. Failure to do so results in automatic listing suppression until coverage is restored.

  Liability Limitations

  • Upmos Total Liability: In no event shall Upmos’s total aggregate liability to any seller exceed the total fees paid by the seller to Upmos in the 12 months preceding the claim. This cap applies to all claims arising under or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise.
  • Seller Total Liability: Seller’s aggregate liability to Upmos under this Agreement (excluding indemnification obligations) shall not exceed the total fees paid by seller in the 12 months preceding the claim.
  • Excluded Damages: NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR REPUTATIONAL HARM, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UPON WHICH THE CLAIM IS BASED.
  • Exceptions to Limitations: The foregoing limitations shall not apply to: (a) obligations under the indemnification provisions; (b) breaches of confidentiality obligations; (c) infringement of intellectual property rights; (d) fraud or willful misconduct; or (e) seller’s payment obligations.
  • Essential Purpose: These limitations of liability shall apply even if any limited remedy provided herein fails of its essential purpose.

Training & Seller Education

Onboarding Training Program

All new sellers are required to complete Upmos Marketplace Training within 14 days of account activation. Training modules cover:

• Module 1: Account Setup & Verification (30 min) — ID.me/Plaid verification, banking setup, tax forms
• Module 2: Listing Best Practices (45 min) — Product titles, descriptions, images, prohibited categories, compliance documentation
• Module 3: Order Fulfillment & Shipping (40 min) — MFN obligations, 2-day fulfillment, tracking requirements, return processing
• Module 4: Customer Service & Signals (35 min) — Response rate standards, professional communication, dispute resolution
• Module 5: Performance Metrics & Account Health (40 min) — SAR scoring, KPIs, Bloom dashboard navigation
• Module 6: IP Protection & Authenticity (30 min) — Three-strike policy, counterfeit detection, proper licensing

Certification Requirement: Sellers must pass assessment quiz (80%+ score) to activate full selling privileges.

Ongoing Education & Updates

• Quarterly Policy Updates: Email notifications of material changes to policies; sellers must acknowledge receipt
• Monthly Webinars: Live training sessions on best practices, regulatory updates, seasonal prep (optional but recommended)
• Seller Resource Center: Access to video tutorials, FAQs, case studies, and troubleshooting guides
• Compliance Alerts: Real-time notifications for new prohibited categories, product recalls, or urgent policy changes

Specialized Training (Triggered by Activity)

• High-Volume Seller Training: Required upon reaching 200+ items or $5,000+ monthly revenue; covers tax obligations, insurance requirements, advanced analytics
• Remedial Training: Mandatory for sellers receiving performance notifications or 1st IP strike; focused on specific deficiencies
• Category-Specific Training: Required for regulated categories (children’s products, cosmetics, supplements, hazmat); includes compliance documentation and testing requirements

Training Accountability

• Failure to complete onboarding training within 14 days results in listing restrictions
• Remedial training must be completed within 7 days of performance notification
• Training completion tracked in Bloom dashboard under “Compliance & Education”

Audits & Compliance Reviews

Types of Audits

1. Automated Compliance Audits (Continuous)

• AI-Powered Listing Scans: All listings scanned for prohibited content, IP infringement, and policy violations
• Performance Monitoring: KPIs tracked in real-time; automated alerts for metrics falling below thresholds
• Transaction Analysis: Fraud detection algorithms monitor for suspicious patterns (excessive cancellations, chargebacks, refunds)
• Price Monitoring: Automated comparison to market rates to detect price gouging

2. Periodic Account Reviews (Quarterly/Annual)

• High-Volume Seller Reviews: Annual audit for sellers exceeding $50,000 in annual GMV
• Compliance Documentation Review: Verification that required certificates (CPC, GCC, CoA, insurance) are current and valid
• Tax Compliance Check: Confirm tax forms (W-9, W-8) are on file and updated
• Bank Verification: Annual re-verification for high-volume sellers (200+ items, $5,000+ revenue)

3. Triggered Investigations (Event-Based)

• Customer Complaint Reviews: Investigations triggered by multiple complaints, HRPR >3%, or serious safety concerns
• IP Claim Investigations: Deep dive into seller practices when IP infringement claims filed
• Suspicious Activity Reviews: Manual review of accounts flagged by fraud detection systems
• Post-Termination Audits: Investigation of terminated accounts to identify fraud patterns and prevent re-enrollment

Audit Process & Timeline

1. Notification: Seller receives email notification of audit initiation (except for fraud investigations)
2. Document Request: Seller has 7 business days to submit requested documentation
3. Review Period: Upmos completes review within 14 business days of document receipt
4. Findings & Remediation: Seller receives audit report with findings and required corrective actions
5. Follow-Up: Seller has 30 days to implement corrective actions; Upmos verifies completion

Audit Outcomes

• Pass: No deficiencies found; seller continues normal operations
• Pass with Recommendations: Minor issues noted; seller receives best practice suggestions (no penalties)
• Conditional Pass: Corrective actions required within 30 days; account remains active but monitored
• Fail: Serious violations found; immediate account suspension pending remediation or termination

Seller Rights During Audits

• Right to request audit timeline extension (up to 7 additional days) for complex document requests
• Right to appeal audit findings within 14 days of receipt
• Right to access all audit records and findings via Bloom dashboard
• Confidentiality of audit results (not shared publicly; used for internal enforcement only)

Privacy & Data Protection

Seller Data Rights

Sellers retain the following rights regarding their data on Upmos Marketplace:

• Right to Access: Sellers may request a complete copy of all personal and business data held by Upmos at any time through the Seller Dashboard or by contacting privacy@upmos.com.
• Right to Correction: Sellers may update or correct inaccurate personal or business information at any time.
• Right to Data Portability: Upon request, Upmos will provide seller data (transaction history, product listings, customer communications) in a machine-readable format (CSV/JSON) within 30 days.
• Right to Deletion: Upon account closure, sellers may request deletion of personal data. Upmos will comply within 90 days, except for data required to be retained for legal, tax, or dispute resolution purposes (minimum 7-year retention for financial records).
• Right to Restrict Processing: Sellers may request that Upmos limit processing of their data to essential marketplace functions only.

Data Breach Notification

In the event of a data breach affecting seller or customer information, Upmos will:

• Notification Timeline: Notify affected sellers within 72 hours of confirming the breach, in compliance with applicable state breach notification laws and GDPR requirements.
• Notification Content: Include the nature of the breach, types of data affected, estimated number of records impacted, remedial actions taken, and recommended steps for sellers to protect themselves.
• Regulatory Reporting: File required notifications with applicable data protection authorities (e.g., state attorneys general, supervisory authorities under GDPR).
• Credit Monitoring: Offer complimentary credit monitoring services for at least 12 months if the breach involves financial or identity data.
• Post-Breach Review: Conduct a thorough investigation and implement measures to prevent recurrence. A summary report will be made available to affected sellers.

Customer Data Handling

Sellers receive limited customer data necessary to fulfill orders. Sellers must:

• Use customer data exclusively for order fulfillment and post-sale customer service
• Never add customers to marketing lists, email campaigns, or third-party databases
• Not contact customers outside of Upmos’s messaging system except as required for delivery
• Implement commercially reasonable data security measures (encryption, access controls)
• Delete or anonymize customer data within 180 days after the transaction is complete and all return/warranty periods have expired
• Immediately notify Upmos if customer data in the seller’s possession is compromised

California Consumer Privacy Act (CCPA) Compliance

In addition to GDPR obligations, Upmos complies with the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA). With respect to California residents:

• Right to Know: California sellers and customers may request disclosure of the categories and specific pieces of personal information collected, the sources of collection, the business purpose, and third parties with whom information is shared.
• Right to Delete: California residents may request deletion of their personal information, subject to exceptions for legal compliance, completing transactions, and security purposes.
• Right to Opt-Out of Sale: Upmos does not sell personal information as defined under CCPA. If this practice changes, a “Do Not Sell My Personal Information” mechanism will be provided.
• Right to Non-Discrimination: Upmos will not discriminate against any seller or customer for exercising CCPA rights.
• Seller as Service Provider: Where sellers process customer personal information on behalf of Upmos, they act as “service providers” under CCPA and must process such data only for the specific business purpose of order fulfillment.

Data Processing Agreement (DPA)

Where required by applicable data protection legislation (including GDPR Article 28), a Data Processing Agreement governs the processing of personal data:

• Roles: For customer data, Upmos acts as the data controller and sellers act as data processors (or sub-processors) with respect to fulfillment-related data processing activities.
• Processing Instructions: Sellers shall process personal data only on documented instructions from Upmos and only for the purposes specified in this Agreement (order fulfillment, shipping, returns, customer service).
• Confidentiality: Sellers shall ensure that persons authorized to process personal data have committed to confidentiality or are under an appropriate statutory obligation of confidentiality.
• Security Measures: Sellers shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including encryption of personal data in transit and at rest, regular security testing, and access controls.
• Sub-processors: Sellers shall not engage another processor (sub-processor) without prior written authorization from Upmos. Upmos maintains a list of approved sub-processors at upmos.com/sub-processors.
• International Transfers: Transfers of personal data outside the European Economic Area (EEA) shall be conducted pursuant to appropriate safeguards, including Standard Contractual Clauses (SCCs) as approved by the European Commission, or other valid transfer mechanisms under GDPR Chapter V.
• Data Protection Impact Assessment (DPIA): Upmos will conduct DPIAs for high-risk processing activities as required by GDPR Article 35 and will cooperate with sellers and supervisory authorities as necessary.
• DPA Addendum: The full Data Processing Agreement is available as a separate addendum at upmos.com/dpa and is incorporated by reference into this Agreement.

PCI-DSS Compliance

Upmos maintains compliance with the Payment Card Industry Data Security Standard (PCI-DSS) to protect cardholder data:

• Upmos Compliance Level: Upmos is a PCI-DSS Level 1 compliant service provider, validated by an annual Qualified Security Assessor (QSA) audit and quarterly network scans by an Approved Scanning Vendor (ASV).
• Cardholder Data Isolation: Sellers never receive, process, store, or transmit cardholder data (credit card numbers, CVVs, etc.). All payment processing is handled by Upmos’s PCI-compliant payment processors. Sellers receive only the last four digits of the payment method for reference purposes.
• Tokenization: All stored payment data is tokenized and encrypted using AES-256 encryption, ensuring that raw cardholder data is never stored in Upmos systems.
• Seller Obligations: If any seller independently collects payment information outside the Upmos platform (which is prohibited), they must maintain their own PCI-DSS compliance and immediately notify Upmos.

Encryption & Security Standards

• Data in Transit: All data transmitted between sellers, customers, and Upmos systems is encrypted using TLS 1.2 or higher.
• Data at Rest: All personal and financial data stored by Upmos is encrypted at rest using AES-256 encryption.
• Access Controls: Upmos employs role-based access controls (RBAC), multi-factor authentication (MFA) for administrative access, and principle of least privilege across all systems.
• Penetration Testing: Upmos conducts annual third-party penetration testing and vulnerability assessments. Critical findings are remediated within 30 days.
• Incident Response: Upmos maintains a documented incident response plan that is tested at least annually through tabletop exercises and simulated breach scenarios.
• Seller Security Requirements: Sellers must implement commercially reasonable security measures for any customer data in their possession, including encrypted storage, secure access controls, and timely application of security patches to their systems.

Marketing & Promotions

Advertising & Sponsored Products

Upmos offers a full-featured advertising platform through the Bloom Dashboard. Participation is optional — advertising is a voluntary program designed to help sellers increase product visibility, drive targeted traffic, and accelerate sales growth. All advertising fees are separate from referral fees, clearly disclosed before campaign activation, and deducted from your advertising wallet balance.

Why Upmos Advertising Beats Amazon Advertising

Total seller savings with Upmos Advertising vs. Amazon Advertising: every ad format is at least $0.10 cheaper per click/impression. Lower CPC + lower competition = higher ROAS and lower ACoS from day one.

Real-World Savings Examples: Upmos Ads vs. Amazon Ads

Example 1: Sponsored Products Campaign — 10,000 Clicks/Month

A seller runs Sponsored Products ads generating 10,000 clicks per month. Here’s the cost difference:

At Amazon’s average CPC of $0.97, a seller generating 10,000 clicks spends nearly $9,740/month. The same campaign on Upmos costs just $2,500/month — saving $86,880 per year in advertising costs alone.

Example 2: Multi-Format Campaign — Blended Ad Strategy

A mid-size seller runs a blended campaign across all five ad formats. Monthly budget comparison:

A seller running campaigns across all five ad formats saves $4,295–$4,445 per month on Upmos ($51,540–$53,340 per year). The savings compound further with Upmos’s prepaid credit bonuses — loading $5,000 earns an additional $500 in free ad credits.

Example 3: ACoS Impact — Advertising Cost of Sales Comparison

ACoS (Advertising Cost of Sales) measures advertising efficiency. Lower ACoS = more profit per dollar spent. Scenario: a seller generates $10,000 in ad-attributed revenue per month.

On Amazon, 30% ACoS is considered “moderate performance.” The same campaign on Upmos achieves an estimated 12% ACoS — meaning sellers keep $1,900 more profit per $10,000 in ad-attributed revenue. Over 12 months, that’s $22,800 in additional profit from lower CPC rates alone.

Annual Advertising Savings Summary

Before even counting lower fulfillment fees (GoCargo) and branded packaging advantages, a mid-to-large seller saves $88,080+ per year just on advertising costs, platform fees, and referral fee reductions by advertising on Upmos instead of Amazon.

Advertising Terms & Policies

• Advertising fees are separate from referral fees and will be clearly disclosed before campaign activation
• Ad content must comply with Upmos content policies and all applicable advertising laws (FTC guidelines for endorsements, truth-in-advertising)
• Upmos reserves the right to reject or remove ads that are misleading, offensive, or violate any policy
• Click fraud or artificial manipulation of ad metrics will result in campaign termination and potential account suspension
• Advertising spend does not influence organic search ranking or product visibility
• All sponsored content is clearly labeled as “Sponsored” in compliance with FTC endorsement disclosure requirements
• Upmos uses a second-price auction model — sellers pay $0.01 above the next-highest bid, never the full maximum bid
• Advertising campaigns can be paused, adjusted, or terminated at any time through the Bloom Dashboard
• Full advertising terms are detailed in the Advertising & Sponsored Products Terms of Use, which is an optional Tier 2 document available after completing all required Tier 1 agreements

Email Marketing & Communications

Sellers must comply with the CAN-SPAM Act, GDPR, and all applicable email marketing regulations:

• Prohibited: Sending unsolicited marketing emails to Upmos customers. All marketing communications must go through Upmos-approved channels.
• Order-Related Communications: Sellers may send transactional emails (shipping confirmations, delivery updates, essential product information) only through the Upmos messaging system.
• Opt-In Only: If Upmos enables seller newsletters or promotional programs, customers must explicitly opt in. Every email must include a clear unsubscribe mechanism.
• No Data Harvesting: Sellers may not use customer email addresses obtained through Upmos for any purpose outside the Marketplace platform.

Social Media Guidelines

Sellers promoting their Upmos listings on social media must:

• Clearly identify themselves as third-party sellers on Upmos Marketplace (not as Upmos employees or agents)
• Not make false claims about Upmos endorsement, partnership, or exclusivity
• Comply with FTC disclosure requirements for sponsored content and affiliate relationships
• Not use Upmos’s logos, trademarks, or brand assets without prior written permission
• Not post fake reviews, astroturfed testimonials, or misleading product demonstrations

Seller Storefront Customization

Sellers may customize their storefront page within the guidelines provided by Upmos:

• Custom banners, logos, and “About” descriptions must comply with Upmos content policies
• No external website links, competitor references, or off-platform redirects in storefront content
• Storefront branding must accurately represent the seller’s business and not impersonate other entities
• Upmos reserves the right to modify or remove storefront customizations that violate policies

Reviews & Ratings Integrity

Upmos maintains a zero-tolerance policy for review manipulation:

• Sellers may not incentivize, purchase, or exchange goods/services for positive reviews
• Sellers may not use family members, employees, or third-party services to post reviews
• Sellers may request reviews from buyers through Upmos’s automated review request system only
• Sellers may not threaten, harass, or retaliate against buyers who leave negative reviews
• Sellers may report suspected fraudulent or policy-violating reviews through the Seller Dashboard

Co-Branding & Marketplace Branding

Sellers must adhere to the following guidelines regarding the use of Upmos branding, trademarks, and co-branding opportunities:

• Upmos Trademark Usage: Sellers may not use the Upmos name, logo, or trademarks in any external advertising, social media, packaging, or marketing materials without prior written approval from the Upmos Brand Team.
• Approved Seller Badges: Qualified sellers may display Upmos-issued badges (e.g., “Verified Seller,” “Top Rated,” “GoCargo Fulfilled”) on their external websites and marketing materials, provided they use only the official badge artwork supplied by Upmos and do not modify it in any way.
• Co-Branded Campaigns: Upmos may invite select sellers to participate in co-branded marketing campaigns, seasonal promotions, or featured seller spotlights. Participation terms, content approval processes, and cost-sharing arrangements will be outlined in a separate Co-Branding Agreement provided at the time of invitation.
• Seller Storefront Branding: Sellers may customize their Upmos storefront with their own logo, banner, brand colors, and “About” content, subject to Upmos’s content guidelines. Storefront branding must not mimic, replicate, or create confusion with Upmos’s own branding or the branding of other sellers.
• Product Packaging: Products shipped through seller-fulfilled orders may include the seller’s own branded packaging, inserts, and thank-you cards. However, packaging may not include marketing materials that direct buyers away from Upmos (e.g., discount codes for external websites, requests to purchase directly from the seller’s own store).
• Prohibited Branding Practices: Sellers may not imply endorsement, partnership, or sponsorship by Upmos beyond what is explicitly granted. Claims such as “Official Upmos Partner,” “Upmos Recommended,” or “Upmos Certified” are prohibited unless Upmos has provided written authorization for such designations.
• Brand Compliance Audits: Upmos reserves the right to audit seller use of Upmos branding at any time. Unauthorized or non-compliant trademark usage will result in a warning for a first offense and potential account suspension for repeat violations.

Technology & Integration

API Access & Integration

Upmos may provide sellers with API access for automated inventory management, order processing, and reporting. API usage is subject to:

• Rate Limits: API calls are rate-limited per seller account. Exceeding rate limits may result in temporary API access suspension.
• API Keys: Sellers must keep API credentials confidential and rotate keys periodically. Compromised keys must be reported immediately.
• Acceptable Use: APIs may only be used for authorized marketplace operations. Scraping, crawling, or data mining through APIs is prohibited.
• API Changes: Upmos will provide at least 60 days’ notice before deprecating API endpoints or making breaking changes to existing APIs.
• Third-Party Tools: Sellers using third-party integration tools are responsible for ensuring those tools comply with Upmos API terms and data handling requirements.

Data Feeds & Product Sync

Sellers may use bulk data feeds to manage product listings:

• Supported Formats: CSV, XML, and JSON file formats for bulk product uploads and inventory updates.
• Sync Frequency: Inventory quantities should be synced at least every 4 hours to prevent overselling.
• Data Quality: Bulk uploaded listings must meet the same content quality standards as manually created listings.
• Error Handling: Failed feed items will be reported via the Seller Dashboard. Sellers must correct errors within 48 hours.
• Multi-Channel Sync: Sellers using multi-channel management tools are responsible for accurate inventory allocation across all sales channels.

Regulatory Compliance & Financial Integrity

Anti-Money Laundering (AML) Policy

Upmos is committed to preventing the use of the Marketplace for money laundering, terrorist financing, or other financial crimes. In compliance with the Bank Secrecy Act (BSA), USA PATRIOT Act, and applicable FinCEN regulations:

• Know Your Customer (KYC): All sellers must complete identity and business verification before transacting on the Marketplace. Enhanced due diligence may be required for high-volume sellers ($100,000+ annual revenue).
• Transaction Monitoring: Upmos employs automated systems to detect suspicious transaction patterns, including unusually high-value orders, rapid account turnover, structured transactions, and other red flags.
• Suspicious Activity Reporting: Upmos will file Suspicious Activity Reports (SARs) with FinCEN as required by law. Sellers are prohibited from structuring transactions to evade reporting thresholds.
• Record Retention: All AML/KYC transaction records, identity verification documents, and correspondence will be retained for a minimum of 5 years as required by the Bank Secrecy Act (BSA) and federal anti-money laundering regulations.
• Cooperation with Authorities: Upmos will fully cooperate with law enforcement investigations. Sellers may not be notified of SAR filings as prohibited by federal law.

Sanctions Compliance (OFAC)

Upmos complies with all U.S. economic sanctions programs administered by the Office of Foreign Assets Control (OFAC):

• Screening: All seller applicants are screened against the OFAC Specially Designated Nationals and Blocked Persons (SDN) List, the Consolidated Sanctions List, and applicable international sanctions lists.
• Ongoing Monitoring: Seller accounts are re-screened periodically and when lists are updated by OFAC.
• Prohibited Transactions: Sellers may not process transactions involving sanctioned countries, regions, individuals, or entities. Currently sanctioned jurisdictions include (but are not limited to): Cuba, Iran, North Korea, Syria, and the Crimea/Donetsk/Luhansk regions.
• Seller Obligations: Sellers must immediately notify Upmos if they become aware that a transaction may involve a sanctioned party. Sellers must not knowingly facilitate transactions that circumvent sanctions.
• Penalties: Violations of OFAC sanctions may result in immediate account termination, fund holds, and referral to law enforcement. Civil penalties for sanctions violations can exceed $300,000 per violation.

Anti-Bribery & Anti-Corruption (FCPA/UKBA)

Upmos maintains a zero-tolerance policy toward bribery and corruption in compliance with the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and all applicable anti-corruption laws:

• Prohibition: Neither Upmos nor any seller may offer, promise, give, authorize, solicit, or accept any bribe, kickback, or improper payment to or from any person, including government officials, in connection with Marketplace activities.
• Facilitating Payments: Facilitating or “grease” payments are prohibited regardless of local custom or practice.
• Gifts & Entertainment: Sellers may not offer gifts, entertainment, or hospitality to Upmos employees or agents that could reasonably be perceived as an attempt to improperly influence business decisions. Any gift exceeding $100 in value must be declined and reported.
• Third-Party Due Diligence: Sellers engaging third-party agents, distributors, or intermediaries for Marketplace transactions must conduct appropriate due diligence to ensure compliance with anti-corruption laws.
• Record Keeping: Sellers must maintain accurate books and records that fairly reflect all transactions and expenditures related to Marketplace activities.
• Reporting: Any seller who becomes aware of or suspects a violation of anti-bribery/anti-corruption laws in connection with Marketplace activities must report it immediately to compliance@upmos.com or through the anonymous ethics hotline.
• Consequences: Violations of anti-corruption provisions result in immediate account termination, fund holds, and may be referred to law enforcement authorities.

Consumer Protection (FTC & CPSC)

• FTC Compliance: All sellers must comply with the Federal Trade Commission Act (15 U.S.C. § 45), FTC Endorsement Guides (16 CFR Part 255), and the FTC’s Guides Against Deceptive Pricing (16 CFR Part 233). Product claims must be substantiated, endorsements must be genuine, and pricing must not be deceptive.
• CPSC Compliance: Sellers of consumer products must comply with all applicable Consumer Product Safety Commission (CPSC) regulations, including the Consumer Product Safety Improvement Act (CPSIA) for children’s products. Sellers must report within 48 hours known product defects or hazards to both CPSC and Upmos.
• Product Recalls: Sellers must immediately notify Upmos of any product recall affecting items listed or sold on the Marketplace. Recalled products will be immediately delisted, and GoCargo inventory will be quarantined. Sellers are responsible for all costs associated with recall compliance.
• Country of Origin: All products must be accurately labeled with country of origin in compliance with U.S. Customs and Border Protection regulations (19 CFR Part 134).
• Proposition 65: Products sold to California consumers that contain chemicals listed under California Proposition 65 (Safe Drinking Water and Toxic Enforcement Act) must include appropriate warnings.

SOC 2 Compliance & Security Certifications

• SOC 2 Type II: Upmos maintains SOC 2 Type II certification, audited annually by an independent third-party auditor, covering the Trust Service Criteria of Security, Availability, Processing Integrity, Confidentiality, and Privacy.
• Audit Reports: SOC 2 audit reports are available to enterprise sellers under NDA upon request to security@upmos.com.
• Continuous Monitoring: Upmos employs continuous security monitoring, intrusion detection systems, and 24/7 security operations center (SOC) monitoring of all platform infrastructure.
• Business Continuity: Upmos maintains documented business continuity and disaster recovery plans, tested annually, with a recovery time objective (RTO) of 4 hours and recovery point objective (RPO) of 1 hour for critical systems.
• Vendor Security: All third-party vendors and sub-processors engaged by Upmos undergo security assessments before onboarding and are contractually required to maintain security standards consistent with SOC 2 requirements.

Customer Communication & Service Standards

Customer Communication Rules

All communication between sellers and buyers must occur through Upmos’s platform messaging system unless delivery logistics require external communication (e.g., delivery scheduling). Sellers must:

• Respond to all buyer messages within 24 hours during business days
• Use professional, respectful language in all communications
• Not include external website URLs, phone numbers, or alternative contact methods in messages
• Not solicit off-platform transactions or attempt to redirect customers away from Upmos
• Not send marketing, promotional, or survey messages through the buyer messaging system

Response Time Requirements

Timely customer service is critical to marketplace health. The following response time targets apply:

• Buyer Messages: Initial response within 24 hours (target: within 12 hours)
• Order Issues: Acknowledgment within 12 hours; resolution within 48 hours
• Return Requests: Approval or denial within 24 hours of submission
• Refund Processing: Initiated within 48 hours of return receipt or claim approval
• Upmos Guarantee Claims: Seller response to representation request within 72 hours

Sellers consistently failing to meet response time targets will receive performance notifications.

Communication Best Practices & Requirements

• Language: All buyer communications must be in English unless the buyer initiates communication in another language and the seller is able to respond fluently. Automated translation tools may be used but sellers are responsible for accuracy.
• Auto-Responses: Sellers may configure automated acknowledgment messages in the Signals messaging system. Auto-responses must clearly indicate they are automated and include an estimated response time for a human reply.
• After-Hours & Vacation: Sellers who will be unavailable for more than 48 hours must activate Vacation Mode in the Seller Dashboard, which pauses new listings and displays estimated return dates. Messages received during Vacation Mode are exempt from response time metrics.
• Prohibited Communication: Sellers must never include in buyer messages: personal phone numbers or email addresses, links to external websites, requests for off-platform transactions, marketing or promotional content, requests for positive reviews, or threats related to negative feedback.
• Buyer Harassment Policy: If a buyer engages in abusive, threatening, or harassing communication, the seller should not respond in kind. Instead, report the buyer through the Seller Dashboard > Report a Buyer. Upmos will review and take appropriate action, including buyer account restrictions.
• Communication Records: All Signals messages are logged and retained by Upmos for a minimum of 3 years (platform messaging records). These records may be used in dispute resolution, performance reviews, and compliance audits.

Why This Agreement Matters

For Marketplace Ecosystem Health

This Agreement is the foundation of trust and quality on Upmos Marketplace. It protects three critical stakeholders:

1. Protecting Customers

• Product Authenticity: Zero-tolerance IP policy and three-strike system ensure customers receive genuine products, not counterfeits
• Reliable Fulfillment: Performance standards (>96% on-time, >99% tracking, 2-day fulfillment) guarantee customers can depend on timely delivery
• Quality Assurance: HRPR <3% threshold filters out sellers with consistent quality/safety issues
• Fair Pricing: Price gouging prohibitions protect customers from exploitation during crises
• Upmos Guarantee: Buyer protection program provides recourse when seller performance fails

2. Supporting Good Sellers

• Level Playing Field: Strict enforcement against counterfeiters, fraudsters, and unethical sellers protects compliant sellers from unfair competition
• Reputation Protection: High marketplace standards elevate the Upmos brand, benefiting all sellers with increased customer trust and traffic
• Clear Expectations: Transparent metrics and policies eliminate ambiguity; sellers know exactly what’s required for success
• 30-Day Grace Period: New seller grace period allows time to learn operations without immediate penalties
• Training & Support: Comprehensive education programs help sellers succeed and avoid violations

3. Protecting Upmos

• Legal Compliance: Agreement ensures Upmos meets regulatory obligations (CPSC, FDA, FTC, IP law) by holding sellers accountable
• Brand Reputation: Marketplace quality directly impacts Upmos’s reputation; standards protect against reputational damage from bad actors
• Financial Risk Management: Rolling reserve, insurance requirements, and indemnification clauses protect Upmos from seller-caused liabilities
• Scalability: Clear policies and automated enforcement systems enable sustainable marketplace growth

Economic Impact & Business Opportunity

For Sellers

• Market Access: Upmos provides access to millions of potential customers without the cost of building your own e-commerce infrastructure
• Payment Processing: Bi-weekly payouts with 10% rolling reserve provide cash flow balance (faster than 30-day holds, safer than immediate payouts)
• Low Barrier to Entry: Guarantee 30 plan is FREE for small sellers (0-30 items/month), enabling entrepreneurs to start without upfront costs
• Growth Path: Tiered plans scale with your business; $39.99/month Booming Plan or $479.88/year Booming Annual Plan unlock unlimited listings

For Upmos Marketplace

• Seller Diversity: Referral fees (9%-21%) are competitive and category-based, attracting diverse product offerings
• Quality Over Quantity: Performance standards filter for committed, professional sellers rather than opportunistic bad actors
• Long-Term Relationships: Training, grace periods, and remediation opportunities foster seller retention and continuous improvement

Ethical & Legal Foundation

Beyond business operations, this Agreement reflects Upmos’s commitment to:

• Consumer Safety: Prohibited categories, compliance documentation, and HRPR thresholds prevent dangerous products from reaching customers
• Fair Competition: Anti-gouging policies, review integrity rules, and IP protections ensure ethical marketplace behavior
• Transparency: Public disclosure of policies, fee structures, and performance standards builds trust with all stakeholders
• Accountability: Indemnification, insurance requirements, and dispute resolution mechanisms ensure sellers take responsibility for their products
• Continuous Improvement: Audits, training updates, and policy evolution ensure the Agreement adapts to emerging challenges

Your Role in the Ecosystem

As a seller, your compliance with this Agreement is not just a contractual obligation—it’s a contribution to a marketplace that benefits everyone:

• ✓ Your authentic products build customer trust in the Upmos brand
• ✓ Your on-time delivery sets expectations for all sellers
• ✓ Your ethical conduct raises the bar for marketplace professionalism
• ✓ Your compliance protects other sellers from unfair competition
• ✓ Your success proves the viability of Upmos Marketplace as a sustainable business model

Disputes & Governing Law

Dispute Resolution Process

1. Informal Resolution (Step 1): Seller and Upmos attempt to resolve the dispute through good-faith negotiation for 30 days from the date of written notice of the dispute.
2. Mediation (Step 2): If informal negotiation fails, either party may initiate non-binding mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures. The mediator shall be selected by mutual agreement. Mediation costs are split equally between the parties. Mediation shall be completed within 60 days of initiation.
3. Binding Arbitration (Step 3): If mediation fails, the dispute shall proceed to final and binding arbitration under the Federal Arbitration Act (9 U.S.C. §§ 1–16), administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in English in Harris County, Texas (or remotely by mutual agreement). The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction.
4. Arbitration Costs: Seller and Upmos split arbitration filing fees equally. Each party bears its own attorneys’ fees unless the arbitrator awards fees to the prevailing party.
5. Small Claims Exception: Either party may bring a claim in small claims court in Harris County, Texas if the amount in controversy is less than $20,000, as an alternative to arbitration.
6. Confidentiality: All dispute resolution proceedings (negotiation, mediation, and arbitration) are confidential. Neither party shall disclose the existence, content, or results of proceedings except as required by law or to enforce an award.

Jurisdiction & Governing Law

• Governing Law: All disputes governed by laws of the State of Texas, without regard to conflict of laws principles
• Commercial Sales: Sales transactions subject to the Uniform Commercial Code (UCC) Article 2 as adopted by the State of Texas
• Fair Trade Practices: Seller pricing and marketing subject to FTC Act (15 U.S.C. § 45) and FTC Guidelines (16 CFR Part 255 – Guides Concerning Use of Endorsements and Testimonials)
• Jurisdiction: Harris County, Texas (exclusive venue for court proceedings if arbitration waived)

Liability Limitations

• Upmos Liability Cap: Total fees paid by seller in the 12 months preceding the claim (see Insurance & Indemnification section for full details)
• Excluded Damages: Neither party liable for indirect, incidental, consequential, punitive, special, or exemplary damages (lost profits, lost revenue, lost data, cost of substitute services, etc.)
• Seller Indemnification Cap: The greater of (a) 12 months’ fees, or (b) $1,000,000 — except for fraud, willful misconduct, or IP infringement (uncapped)
• Essential Purpose: These limitations apply even if any limited remedy fails of its essential purpose

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from this Agreement. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

Entire Agreement

This Marketplace Participation Agreement, together with all policies, guidelines, and documents referenced herein (including the Service Level Agreement, Vendor Code of Conduct, Product Safety & Compliance Policy, and Shipping Policy), constitutes the entire agreement between you and Upmos regarding your participation as a seller on the Marketplace. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the subject matter hereof. No verbal or written representations made by any Upmos employee, agent, or representative outside of this Agreement shall be binding.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from causes beyond the reasonable control of that party, including but not limited to:

• Natural disasters (earthquakes, floods, hurricanes, wildfires)
• Pandemics, epidemics, or public health emergencies
• Acts of war, terrorism, civil unrest, or government sanctions
• Widespread infrastructure failures (internet outages, power grid failures)
• Government orders, regulations, or embargoes enacted after the effective date
• Supply chain disruptions beyond the affected party’s control

The affected party must provide written notice within 72 hours of the force majeure event and use commercially reasonable efforts to mitigate its impact. If a force majeure event continues for more than 90 consecutive days, either party may terminate this Agreement upon 30 days’ written notice.

Class Action Waiver

You agree that any dispute arising out of or related to this Agreement shall be resolved on an individual basis only. You waive any right to participate in or bring claims as a plaintiff or class member in any purported class action, collective action, consolidated action, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of class or representative proceeding. If this class action waiver is found to be unenforceable with respect to a particular claim, that claim must be severed and litigated individually in a court of competent jurisdiction, while the remaining claims shall continue in arbitration.

Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party certifies and acknowledges that (a) no representative of the other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action; (b) each party has considered the implications of this waiver; (c) each party makes this waiver knowingly and voluntarily; and (d) each party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this section.

Injunctive Relief

Notwithstanding the arbitration provisions above, either party may seek temporary or preliminary injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction without first resorting to arbitration. This includes, without limitation, relief to prevent unauthorized use or disclosure of confidential information, intellectual property infringement, or other irreparable harm for which monetary damages would be inadequate. Any such court proceedings shall not constitute a waiver of the right to compel arbitration of the underlying dispute.

Prevailing Party

In any arbitration, litigation, or other proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, court costs, arbitration fees, and other expenses of litigation or arbitration from the non-prevailing party, in addition to any other relief to which it may be entitled.

Amendment & Modification

This Agreement may only be amended or modified as follows:

• Material Changes: Changes that (a) increase fees, (b) impose new obligations on sellers, (c) reduce seller rights, or (d) modify indemnification, liability, or dispute resolution provisions require at least 60 days’ advance written notice via email and Seller Dashboard notification, along with a clear summary of the changes.
• Non-Material Changes: Corrections, clarifications, formatting, or changes that do not materially affect seller rights or obligations may be made with 30 days’ notice.
• Re-Consent: Material changes require sellers to affirmatively re-accept the updated terms before they take effect. Sellers who do not re-accept within 30 days of the effective date may have their accounts placed in read-only mode until acceptance is completed.
• Version Control: Each version of this Agreement will be assigned a version number and effective date. Previous versions will be archived and accessible to sellers upon request.
• No Oral Modifications: This Agreement may not be amended orally. No course of dealing, trade usage, or course of performance shall operate as a modification of this Agreement.

Survival

The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in full force and effect:

• Indemnification and hold harmless obligations (Section: Insurance & Indemnification) — survives for 3 years
• Liability limitations and exclusions (Section: Disputes & Governing Law)
• Confidentiality and data protection obligations (Section: Privacy & Data Protection) — survives for 5 years
• Intellectual property provisions (Section: IP Protection & Anti-Counterfeiting)
• Dispute resolution, arbitration, and governing law (Section: Disputes & Governing Law)
• Post-termination obligations (Section: Suspension & Termination)
• Payment and financial obligations accrued prior to termination
• Representations and warranties
• Any other provisions that by their nature should survive termination

Notices

All formal notices required or permitted under this Agreement shall be in writing and shall be deemed given when:

• To Seller: Sent via (a) email to the seller’s registered email address on file, (b) notification through the Seller Dashboard, or (c) certified mail/overnight courier to the seller’s registered business address. Email notices are deemed received 24 hours after sending.
• To Upmos: Sent via (a) certified mail or overnight courier to Upmos Inc., 9896 Bissonnet St, Houston TX 77036, or (b) email to legal@upmos.com with confirmation of receipt. Notices to Upmos are deemed received upon confirmed delivery.
• Electronic Notices: Each party consents to receiving notices electronically. Electronic notices satisfy any legal requirement that such notices be in writing.

Independent Contractor Relationship

Sellers are independent contractors and are not employees, agents, joint venturers, or partners of Upmos. Nothing in this Agreement shall be construed to create an employment, agency, joint venture, partnership, or franchise relationship between the parties. Sellers have no authority to bind Upmos or make commitments on behalf of Upmos. Each party is solely responsible for its own employees, contractors, taxes, benefits, insurance, and compliance obligations.

Subcontracting

Sellers may not subcontract, delegate, or outsource their obligations under this Agreement to third parties without prior written notice to Upmos. Sellers remain fully responsible for all subcontracted performance and for ensuring that subcontractors comply with all terms of this Agreement. Use of GoCargo fulfillment services constitutes authorized delegation of fulfillment obligations to Upmos’s designated carrier partners.

Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following its termination or expiration for any reason, Seller shall not, directly or indirectly:

• Solicit, recruit, hire, or engage any employee, contractor, consultant, or agent of Upmos or its affiliates who was involved in the administration, operation, or support of the Upmos Marketplace or any related services;
• Induce, encourage, or attempt to persuade any such individual to leave the employment or engagement of Upmos or its affiliates; or
• Use confidential information, proprietary data, or trade secrets obtained through the Upmos Marketplace to divert or attempt to divert customers, vendors, sellers, or business opportunities away from Upmos.

This restriction does not apply to: (a) general employment advertisements or job postings not specifically targeted at Upmos personnel; (b) individuals who independently seek employment with Seller without any solicitation; or (c) individuals whose employment with Upmos has been terminated for more than six (6) months prior to Seller’s contact.

Any breach of this provision shall constitute a material breach of this Agreement and shall entitle Upmos to seek injunctive relief, in addition to any other remedies available at law or in equity, without the requirement of posting a bond or other security.

Third-Party Beneficiaries

This Agreement is entered into solely between the seller and Upmos and is not intended to confer any rights, benefits, or causes of action upon any third party. No person or entity other than the parties hereto shall have the right to enforce any provision of this Agreement. Customers of the Marketplace are not third-party beneficiaries of this Agreement.

Assignment & Transfer

Seller may not assign, transfer, delegate, or sublicense any of Seller’s rights, obligations, or interests under this Agreement, in whole or in part, without the prior written consent of Upmos, which may be withheld in Upmos’s sole and absolute discretion. Any purported assignment or transfer in violation of this section shall be null and void and of no force or effect.

Upmos may freely assign, transfer, or delegate this Agreement, or any of its rights or obligations hereunder, without Seller’s consent, including but not limited to assignments in connection with:

• A merger, acquisition, consolidation, or reorganization involving Upmos;
• A sale of all or substantially all of Upmos’s assets or business;
• A transfer to any affiliate, subsidiary, or parent company of Upmos; or
• Any corporate restructuring or change of control transaction.

Upon any valid assignment by Upmos, the assignee shall assume all rights and obligations of Upmos under this Agreement, and Seller shall continue to perform its obligations to the assignee on the same terms. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Counterparts & Electronic Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Electronic signatures, including click-through acceptance, DocuSign, or other electronic signature methods, shall have the same legal force and effect as original ink signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA).

Headings & Interpretation

• Headings: Section headings are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement.
• Construction: This Agreement shall not be construed more strictly against either party regardless of which party drafted it. The word “including” means “including without limitation.”
• Singular/Plural: Words in the singular include the plural and vice versa. References to “days” mean calendar days unless otherwise specified.
• Currency: All dollar amounts refer to United States Dollars (USD) unless otherwise specified.

Warranty Disclaimer

THE UPMOS MARKETPLACE, INCLUDING ALL SERVICES, TOOLS, FEATURES, CONTENT, APIS, AND MATERIALS PROVIDED BY UPMOS (COLLECTIVELY, THE “SERVICES”), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UPMOS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
• ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT, DATA, OR INFORMATION OBTAINED THROUGH THE SERVICES; AND
• ANY WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES WILL MEET SELLER’S REQUIREMENTS OR EXPECTATIONS.

SELLER ASSUMES ALL RISK ARISING FROM THE USE OF THE UPMOS MARKETPLACE AND RELATED SERVICES. THIS DISCLAIMER DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Cumulative Remedies

All rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies available at law, in equity, or otherwise. The exercise of any remedy does not preclude the exercise of any other remedy.

Statute of Limitations

Any claim or cause of action arising out of or related to this Agreement must be commenced within two (2) years after the cause of action accrues, regardless of any statute of limitations to the contrary. Claims not brought within this period are permanently barred. This limitation period applies to all claims, whether in contract, tort, strict liability, or otherwise.

Contact & Support Resources

Upmos Marketplace Support

• Email: vendors@upmos.com
• Phone: (855)637-2433 or (855)MERCHED
• Hours: Monday–Friday, 9 AM–6 PM CST
• Online Chat: Available via seller dashboard (Bloom)

For IP Claims or Brand Protection

• Copyright Claims: copyright@upmos.com
• Report a Violation (RAV) Tool: Available to enrolled Upmos Brand Protection members
• Public Copyright Form: Available at upmos.com/copyright-claims

Seller Resources

• Bloom Seller Dashboard: Access performance metrics, payments, orders, and compliance status
• Signals Messaging: Third-party platform for buyer-seller communication
• Policy Updates: Sellers notified of material changes to this Agreement via email; continued platform use = acceptance

Legal & Compliance Documents