Service Level Agreement

Vendor Protections in This SLA

This Service Level Agreement is what UPMOS commits to deliver to you in writing – cash flow, uptime, and your data. This summary is provided for convenience – the full agreement below is the legally binding text.

• Predictable cash flow. Bi-weekly payouts via ACH (every 2 weeks, 3-5 business days). Optional 24-hour Express Payout if you need cash sooner.
• Reserve released on a clock. The 10% rolling reserve is released after 30 days – it protects buyers without locking up your capital indefinitely.
• Real-time performance monitoring. The Bloom Dashboard tracks your metrics continuously, with instant automated alerts and AI-powered analysis when something needs attention.
• Upmos Guarantee handles disputes. When buyers file claims, UPMOS investigates first – frivolous claims don’t automatically come out of your balance.
• Documented uptime & redundancy. Geographic redundancy, error-budget engineering, and SLA reporting on uptime – your storefront stays online.
• You own your data and can take it with you. Standardised data export in CSV/JSON at termination – product listings, order history, transaction records, customer communications.
• Clear escalation paths. Documented support tiers, escalation matrix, and named contacts – you always know who to call.
• Transition assistance on the way out. If you ever leave, UPMOS provides migration services so your move is orderly, not chaotic.

Scope & Applicability

Who This SLA Covers

• Applies To: Third-party sellers on Upmos Marketplace only (does not apply to buyers)
• Parties: This SLA is between Upmos Inc. (9896 Bissonnet St, Houston TX 77036) and each enrolled seller
• Coverage: Performance metrics, uptime commitments, processing times, seller/buyer responsibilities, remedies, disputes, governing law, and liability limitations

Acceptance Terms

• This SLA takes effect upon seller registration and acceptance (“I Agree” click)
• Ongoing use of Upmos Marketplace constitutes continued acceptance
• Upmos may update this SLA with 30 days advance notice; continued use = acceptance

Definitions & SLA Terminology

To ensure clarity, the following terms have specific meanings within this Service Level Agreement:

Agreement & Performance Terms

• SLA (Service Level Agreement): This binding agreement defining performance expectations, commitments, and accountability measures between Upmos and third-party sellers
• KPI (Key Performance Indicator): Measurable metric used to evaluate seller operational effectiveness (Response Rate, Cancellation Rate, On-Time Delivery, Valid Tracking, Fulfillment Lag, HRPR)
• Grace Period: 30-day introductory period for new sellers during which metrics are tracked but not enforced; allows operational ramp-up
• Roadmap: Required corrective action plan submitted by sellers failing to meet performance standards; must detail root cause analysis, corrective actions, and preventive measures

Seller & Account Terms

• MFN (Merchant Fulfilled Network): Sellers who maintain their own inventory and ship orders directly to customers (as opposed to Upmos-fulfilled)
• SAR (Seller Account Rating): Composite score (0-100) reflecting seller compliance with policies, performance metrics, and customer service quality; violations reduce SAR
• Bloom Dashboard: Upmos’s seller portal for managing listings, orders, payments, performance tracking, and compliance status
• Signals Messaging: Third-party communication platform for buyer-seller interactions; all customer communications must occur via Signals

Performance Metrics Defined

• Response Rate: Percentage of customer/Upmos inquiries answered within 48 hours via Signals; minimum standard 98%
• Cancellation Rate (CR): Percentage of seller-initiated order cancellations; maximum 3% (general), 5% (seller-fulfilled)
• On-Time Delivery Rate (OTD): Percentage of orders delivered by originally promised date; minimum 96%
• Valid Tracking Rate (VTR): Percentage of shipped orders with valid carrier tracking numbers; minimum 99%
• Fulfillment Lag: Time elapsed from order placement to shipment confirmation; maximum 2 business days
• HRPR (High Rate of Product Returns): Combined metric tracking negative feedback, chargebacks, Upmos Guarantee claims, and returns; maximum 3%

Financial & Payment Terms

• Rolling Reserve: 10% of each payout withheld by Upmos for 30 days to cover potential refunds, chargebacks, and claims
• Bi-Weekly Payout: Standard payment schedule; sellers receive funds every two weeks via ACH transfer (3-5 business days)
• Express Payout: Optional 24-hour bank transfer (U.S. sellers only, subject to eligibility requirements)
• Referral Fee: Commission paid to Upmos per transaction, ranging 9%-21% depending on product category

Legal & Compliance Terms

• Upmos Guarantee: Upmos’s buyer protection program covering physical products from third-party sellers (not received, defective, counterfeit, significantly different from listing)
• Indemnification: Seller’s legal and financial responsibility to compensate Upmos for third-party claims arising from seller’s products, conduct, or non-compliance (UNLIMITED liability)
• AAA (American Arbitration Association): Third-party arbitration organization administering binding dispute resolution under Federal Arbitration Act
• ESIGN Act: Electronic Signatures in Global and National Commerce Act; federal law enabling legally binding digital agreements

Platform Monitoring Terms

• AOV (Average Order Value): The average dollar value per completed order on a seller’s account; minimum threshold of $5.00 required to maintain active account status
• GMV (Gross Merchandise Volume): Total gross dollar value of all merchandise sold through the Upmos Marketplace by a seller in a given period; minimum $50.00 per month required to maintain active status without a subscription fee
• SAR (Seller Account Rating): A composite account health score (0–100) calculated from policy compliance, KPI performance, and customer service quality; see Seller Account Rating section for full methodology

Performance Standards

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

Seller Account Rating (SAR)

• Composite Score: SAR reflects overall account health (0-100 scale)
• Impact of Violations: Policy violations, IP strikes, and poor metrics reduce SAR
• Zero SAR Risk: Sellers with SAR approaching zero are at immediate suspension risk

Uptime & Availability

Upmos Platform Commitments

• Infrastructure: Upmos commits to maintaining reliable, accessible marketplace infrastructure (Bloom dashboard, Signals messaging, payment processing)
• Committed Availability Targets: Upmos commits to the specific uptime percentages published in the Marketplace Platform Availability Commitment table below — see exact targets per service component
• Planned Maintenance: Upmos provides reasonable advance notice for scheduled maintenance; downtime minimized
• Unplanned Outages: Upmos works to restore service quickly; sellers may be eligible for service credits for qualifying outages exceeding four (4) consecutive hours as set forth in the Service Credits & Uptime Remedies section below

Seller Responsibilities

• Maintain accurate inventory availability in listings
• Confirm shipment within 2 business days of order placement
• Update product details, pricing, and availability in real-time

Service Credits & Uptime Remedies

Service Credit Eligibility

• Qualifying Downtime: If the Upmos Marketplace platform (including Bloom dashboard, Signals messaging, and checkout/payment processing) experiences an unplanned outage exceeding four (4) consecutive hours, affected sellers may request a service credit
• Credit Calculation: Service credits shall be calculated as a pro-rata reduction of the seller’s monthly subscription fee (if applicable) or listing/transaction fees for the affected period, calculated as: (Total monthly fees ÷ total hours in month) × hours of qualifying downtime
• Maximum Credit: Service credits for any single calendar month shall not exceed thirty percent (30%) of the seller’s total fees for that month
• Sole Remedy: Service credits are seller’s sole and exclusive remedy for any failure by Upmos to meet uptime or availability commitments and are not cumulative with any other remedy under this SLA

Credit Request Procedure

1. Submission Window: Seller must submit a written service credit request via the Bloom dashboard or email to vendors@upmos.com within fifteen (15) calendar days of the qualifying downtime event
2. Required Information: Requests must include: (a) date and time of the outage; (b) duration of the downtime experienced; (c) description of the impact on seller’s operations; and (d) any supporting evidence (screenshots, error logs)
3. Review & Determination: Upmos will review the request within ten (10) business days and apply any approved credits to the seller’s next billing cycle

Exclusions

• Planned and announced maintenance windows (minimum 72 hours advance notice provided)
• Downtime caused by force majeure events as defined in this SLA
• Issues resulting from seller’s own systems, internet connectivity, or third-party integrations
• Sellers whose accounts are suspended or under investigation at the time of the outage
• Outages lasting less than four (4) consecutive hours

Currency & Payment Denomination

• Platform Currency: All prices, fees, payouts, penalties, service credits, liability caps, and other monetary amounts referenced in this SLA and on the Upmos Marketplace are denominated in United States Dollars (USD) unless explicitly stated otherwise
• Exchange Rate Risk: International sellers receiving payouts in a currency other than USD bear all currency exchange rate risk and any fees charged by their financial institutions for currency conversion. Upmos is not responsible for fluctuations in exchange rates between the time of sale and the time of payout

Processing Times

Seller Payments & Payouts

• Default Schedule: Bi-weekly payouts
• Processing Time: 3–5 business days via ACH transfer
• New Seller Holds: First payout may be delayed 7–14 days for verification
• Express Payout: 24-hour transfer available for eligible U.S. sellers (advanced banking setup required)

Rolling Reserve

• Reserve Amount: 10% of gross sales held in rolling reserve
• Release Timeline: Released after 30 days of successful order completion
• Order Delivery Hold: Funds released after customer receives order (estimated 7 days post-shipment)

Customer Returns & Refunds

• Return Window: 30 days from order receipt
• Refund Processing (Upmos): Gift card 2–3 hours; debit/credit 5–10 business days; prepaid card 30 days
• Seller Reimbursement: Seller receives returned item, processes refund to customer, reimbursed by Upmos within 5–7 business days

Seller Performance Metrics in Detail

1. Response Rate (98%+ Required)

• What It Measures: Percentage of customer/Upmos inquiries answered within 48 hours via Signals messaging
• Why It Matters: Responsive communication improves customer satisfaction and reduces Upmos Guarantee claims
• How to Maintain: Check Signals daily; enable mobile notifications; respond promptly to all inquiries
• Third-Party Platform Carve-Out: In the event of a documented, platform-wide outage of the Signals messaging system that prevents sellers from receiving or sending messages, affected hours will be excluded from Response Rate calculations. Sellers must report suspected Signals outages to Upmos support within 24 hours to qualify for metric adjustment.

2. Cancellation Rate (<3% General, <5% Seller-Fulfilled)

• What It Measures: Percentage of seller-initiated order cancellations
• Common Reasons: Out-of-stock inventory, pricing errors, inability to fulfill
• Why It Matters: Excessive cancellations frustrate buyers and damage marketplace reputation
• How to Maintain: Keep inventory accurate; verify pricing before listing; fulfill all confirmed orders

3. On-Time Delivery (>96% Required)

• What It Measures: Percentage of orders delivered by originally promised date
• Key Requirement: Ship within 2 business days of order placement
• Why It Matters: Timely delivery drives positive reviews and repeat purchases
• How to Maintain: Ship same/next day when possible; use reliable carriers; provide accurate delivery estimates

4. Valid Tracking (>99% Required)

• What It Measures: Percentage of orders with valid carrier tracking numbers
• Automatic Refunds: Orders without tracking automatically refunded after 30 days
• Why It Matters: Tracking protects both seller and buyer; proves delivery
• How to Maintain: Always ship with tracking; verify tracking number accuracy before confirming shipment

5. Fulfillment Lag (2 Business Days Maximum)

• What It Measures: Time from order placement to shipment confirmation
• Critical for New Sellers: First 30 days closely monitored; establishes operational baseline
• Why It Matters: Fast fulfillment improves customer satisfaction and Buy Box eligibility
• How to Maintain: Process orders daily; optimize packing workflows; ship same-day when possible

6. HRPR – High Rate of Product Returns (<3% Required)

• What It Measures: Combined rate of negative feedback, chargebacks, Upmos Guarantee claims, and returns
• Why It Matters: HRPR is strongest indicator of product quality and listing accuracy
• How to Maintain: List products accurately; ship quality items; package securely; honor return policies

Remedies & Penalties

Progressive Enforcement System

1. Performance Notification: Seller receives email warning when metrics fall below standards; must submit detailed Roadmap within 7 days (root cause, corrective actions, preventive measures)
2. Compliance Fee (Uncured Violations): If a seller fails to submit the required Roadmap within 7 days, or fails to cure the identified breach within the applicable Cure Period, a daily compliance fee of $50 per day shall be assessed until the breach is fully remediated, up to a maximum of $1,500 per violation event. Daily fees do not suspend Upmos’s right to proceed with suspension or termination.
3. Temporary Suspension: 7–14 day review period; selling privileges restricted while Upmos evaluates compliance
4. Permanent Termination: Continued non-compliance or repeat violations result in permanent account closure with no appeal

Immediate Termination (No Appeal)

• Fraud or intentional misrepresentation
• Repeat IP/counterfeiting violations (3+ strikes)
• Sale of prohibited, hazardous, or recalled products
• Abuse of seller privileges or platform exploitation
• Violation of laws or regulations

Financial Penalties

• Return Shipping: Automatically debited from seller account (prepaid labels)
• Returns Processing Fees: $2–$40 based on item size/weight (apparel/shoes category)
• Chargeback Fees: Passed through to seller when customer disputes transaction
• Rolling Reserve Forfeiture: Withheld funds applied to outstanding claims upon termination

Cure Period & Right to Remedy

• Written Notice of Breach: Except in cases warranting immediate termination (fraud, counterfeiting, safety violations, legal violations), Upmos will provide seller with written notice specifying the nature of the breach or non-compliance before initiating termination proceedings
• Cure Period: Seller shall have fifteen (15) calendar days from receipt of written notice to cure the identified breach or non-compliance (“Cure Period”). For complex operational issues, Upmos may, in its sole discretion, extend the Cure Period to thirty (30) calendar days
• Cure Plan: Within five (5) business days of receiving the breach notice, seller must submit a written remediation plan detailing the root cause, corrective actions, and timeline for resolution
• Verification: Upmos will verify the cure before the end of the Cure Period. If the breach is satisfactorily cured, no further action will be taken and the matter will be documented in seller’s account record
• Failure to Cure: If seller fails to cure the breach within the Cure Period, Upmos may proceed with suspension or termination in accordance with the Progressive Enforcement System set forth above
• Material Breach Definition: A “material breach” includes, but is not limited to: (a) failure to meet any performance metric threshold for three (3) or more consecutive months; (b) accumulation of three (3) or more policy violations within any six (6) month period; (c) failure to maintain required insurance coverage; (d) breach of confidentiality, data protection, or privacy obligations; (e) failure to pay amounts owed to Upmos when due; (f) misrepresentation of product information, origin, or compliance certifications; and (g) any act or omission that exposes Upmos to material legal, regulatory, or reputational risk

Upmos Responsibilities

Platform Infrastructure

• Maintain Upmos.com marketplace, Bloom dashboard, and Signals messaging system
• Process seller payments bi-weekly via secure ACH transfers
• Provide secure payment processing infrastructure for customer transactions

Upmos Guarantee Program

• Investigate Upmos Guarantee claims filed by buyers
• Issue refunds to eligible buyers when claims approved
• Debit seller account for approved claim amounts

Compliance & Enforcement

• Monitor seller performance metrics via automated systems
• Enforce intellectual property rights and remove infringing listings
• Remove prohibited products and suspend non-compliant sellers
• Provide 30 days’ advance written notice for material SLA changes (consistent with the Amendment & Modification section of this SLA)

Disaster Recovery & Business Continuity

Platform Resilience

• Data Backup: Upmos performs automated daily backups of all marketplace data, including product listings, order history, seller account information, and transaction records. Backups are stored in geographically redundant, encrypted storage facilities
• Recovery Time Objective (RTO): In the event of a critical system failure, Upmos targets restoration of core marketplace functionality (order processing, payment processing, seller dashboard access) within twenty-four (24) hours
• Recovery Point Objective (RPO): Upmos targets a maximum data loss window of four (4) hours for transactional data (orders, payments) and twenty-four (24) hours for non-transactional data (product listings, account settings)
• Infrastructure Redundancy: Critical marketplace systems are deployed across multiple availability zones with automatic failover capabilities to minimize single points of failure

Business Continuity Plan

• Continuity Commitment: Upmos maintains a documented business continuity plan (BCP) that is reviewed and tested at least annually to ensure preparedness for disruptive events
• Communication Protocol: In the event of a material service disruption, Upmos will provide status updates to affected sellers via email and the Bloom dashboard within two (2) hours of the incident and at regular intervals thereafter until service is restored
• Priority Restoration: Restoration priority order: (1) payment processing and order management; (2) seller dashboards and analytics; (3) messaging and support channels; (4) marketing and promotional tools
• Annual Testing: Upmos conducts annual disaster recovery tests, including failover drills and backup restoration verification, to validate the effectiveness of its BCP

Seller Business Continuity Obligations

• Maintain local copies of product listings, images, and essential business data outside the Upmos platform
• Establish alternative communication channels with customers in the event of a platform outage
• Ensure fulfillment operations can continue or resume promptly after a disruption (e.g., maintain relationships with backup shipping carriers)

Seller Responsibilities

MFN (Merchant Fulfilled Network) Obligations

• Maintain adequate inventory to fulfill all orders
• Ship orders within 2 business days of placement
• Respond to customer inquiries within 48 hours via Signals
• Provide accurate product listings (title, description, images, pricing)
• Comply with all Upmos policies and applicable laws
• Process returns and refunds according to Upmos policies

Insurance Requirement

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

Indemnification (Unlimited Liability)

Seller assumes full financial responsibility for third-party claims arising from:

• Offer, sale, and fulfillment of seller’s products
• Non-compliance with applicable laws and regulations
• Infringement of intellectual property rights
• Materials or content provided by seller
• Failure to collect or pay required taxes and duties

Important: Indemnification is NOT CAPPED — seller bears unlimited financial exposure for third-party claims.

DMCA & Intellectual Property Enforcement

DMCA Takedown Process

1. Notice Submission: Rights holders may submit a Digital Millennium Copyright Act (DMCA) takedown notice to Upmos’s designated agent at legal@upmos.com. Notices must include: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the infringing material and its location on the platform; (c) contact information of the complainant; (d) a statement of good-faith belief; (e) a statement of accuracy under penalty of perjury; and (f) the complainant’s physical or electronic signature
2. Expedited Removal: Upon receipt of a compliant takedown notice, Upmos will remove or disable access to the allegedly infringing material within two (2) business days and notify the affected seller
3. Seller Notification: Upmos will provide the seller with a copy of the takedown notice and inform the seller of the right to submit a counter-notice

Counter-Notice Procedure

1. Submission: A seller whose content has been removed may submit a written counter-notice to Upmos containing: (a) identification of the removed material and its prior location; (b) a statement under penalty of perjury that the material was removed by mistake or misidentification; (c) the seller’s name, address, and telephone number; (d) consent to jurisdiction of federal court in Harris County, Texas; and (e) the seller’s physical or electronic signature
2. Restoration: If a compliant counter-notice is received and the complainant does not file a court action within ten (10) business days, Upmos will restore the removed material within fourteen (14) business days
3. Good Faith: Submitting false or fraudulent DMCA notices or counter-notices may result in liability for damages, including costs and attorney’s fees, and may result in immediate account termination

Repeat Infringer Policy

• Three-Strike Rule: Sellers who receive three (3) or more valid DMCA takedown notices within any twelve (12) month period will be permanently terminated from the platform with no right of appeal
• Trademark Infringement: Unauthorized use of registered trademarks, trade names, or trade dress in product listings, store names, or marketing materials is strictly prohibited and grounds for immediate listing removal and potential account suspension
• Trade Secret Protection: Seller shall not misappropriate, disclose, or use any trade secrets or proprietary business information of Upmos, other sellers, or any third party obtained through or in connection with the marketplace. Violations are grounds for immediate termination and legal action
• Patent Claims: If any product listed by seller is alleged to infringe a valid patent, seller shall promptly notify Upmos, cooperate with all investigations, and indemnify Upmos against all claims, damages, and expenses arising from the alleged patent infringement

Buyer Responsibilities

Upmos Guarantee Eligibility

To qualify for Upmos Guarantee coverage, buyers must:

• Contact seller first within 72 hours of issue discovery
• Wait 3 business days after delivery OR 30 days after order placement (whichever is earlier)
• File claim through Upmos platform (not external dispute channels)
• Coverage Limited To: Physical products from third-party sellers only (excludes digital items, Upmos-direct sales)

Return Process

• Return Window: 30 days from order receipt
• Item Condition: Must be in original condition with tags/packaging intact (unless defective)
• Return Shipping: Buyer receives prepaid return label via email
• Cost Allocation: Return shipping cost allocation depends on reason (seller fault = seller pays; buyer remorse = buyer pays)

Tax Obligations & Marketplace Facilitator

Marketplace Facilitator Responsibilities

• Facilitator Status: In jurisdictions where marketplace facilitator laws apply, Upmos acts as the marketplace facilitator and is responsible for collecting and remitting applicable sales tax, use tax, and similar transaction taxes on behalf of sellers for orders fulfilled through the platform
• Facilitator Jurisdictions: Upmos currently collects and remits sales tax in all U.S. states and territories that impose marketplace facilitator obligations. Sellers can view a current list of covered jurisdictions in the Bloom dashboard under Tax Settings
• Tax-Inclusive Pricing: Applicable sales taxes are calculated and displayed to buyers at checkout in addition to the seller’s listed product price. Sellers should not include estimated sales tax in their listed prices

Seller Tax Obligations

• Tax Registration: Seller is solely responsible for obtaining and maintaining all necessary tax registrations, permits, and licenses required for its business operations, including but not limited to state sales tax permits, business licenses, and any other registrations required by applicable law
• Income Tax: Seller is solely responsible for reporting and paying all income taxes, self-employment taxes, and other taxes owed on revenue earned through the Upmos Marketplace. Upmos does not withhold income taxes from seller payouts
• 1099-K Reporting: Upmos will issue IRS Form 1099-K to sellers meeting the applicable federal reporting thresholds (currently $600 in gross payments per calendar year). Sellers must provide accurate taxpayer identification information (SSN or EIN) via the Bloom dashboard
• International Sellers: Non-U.S. sellers must comply with all applicable customs duties, import/export taxes, value-added taxes (VAT), goods and services taxes (GST), and withholding taxes in their jurisdictions. Upmos is not responsible for any international tax obligations of the seller
• Tax Indemnification: Seller shall indemnify and hold Upmos harmless from any tax liability, penalties, interest, or assessments resulting from seller’s failure to comply with applicable tax laws or to provide accurate tax information

Monitoring & Reporting

Bloom Dashboard Metrics

Sellers can track performance in real-time via Bloom seller dashboard:

• AOV (Average Order Value): Minimum $5 required
• GMV (Gross Merchandise Volume): Minimum $50/month required
• Monthly Minimum: 10 items/month to maintain active status without subscription fee
• Continuous Tracking: All KPIs updated daily; visible in Account Health section

Performance Notifications

• Email Alerts: Sent automatically when any metric falls below threshold
• Roadmap Requirement: Seller must submit improvement plan within 7 days
• Roadmap Contents: Root cause analysis, corrective actions taken, preventive measures to avoid recurrence

Account Reviews (Triggered by Flags)

• Excessive HRPR (3%+ high return rate)
• Policy violations (IP infringement, prohibited products)
• Customer complaints (multiple negative reviews/claims)
• IP claims (copyright/trademark infringement accusations)
• Suspicious activity (fraud patterns, abuse)

Review Impact: Upmos may hold payments, suspend selling privileges, or terminate account during review period.

Upmos Guarantee Program

Coverage Details

Upmos Guarantee covers buyers for:

• Not Received: Order not delivered by promised date + 3 days
• Significantly Different: Product materially different from listing description/images
• Defective/Damaged/Counterfeit: Product arrives broken, non-functional, or fake
• Seller Unresponsive: Seller fails to respond within 48 hours to customer inquiry

Claim Process (5 Steps)

1. Customer Contacts Seller: Buyer messages seller via Signals within 72 hours of issue
2. 72-Hour Wait: Buyer must allow 72 hours for seller to respond and resolve
3. Waiting Period: Buyer waits 3 business days after delivery OR 30 days after order placement (whichever earlier)
4. File Claim: Buyer files claim via Upmos platform (Upmos Guarantee form)
5. Investigation & Decision: Upmos investigates claim, reviews evidence, makes final decision; if approved, refunds buyer and debits seller

Impact on Seller

• HRPR Damage: Approved claims count toward HRPR metric; excessive claims trigger account review
• SAR Reduction: Claims reduce Seller Account Rating (SAR)
• Financial Debits: Approved claim amounts automatically debited from seller account
• Account Risk: Excessive claims (pattern of non-compliance) may result in payment holds, suspension, or termination

Compliance Training & Seller Education

Onboarding Certification Program

All new sellers must complete Upmos Performance & Compliance Training within 14 days of account activation:

• Module 1: Understanding KPIs (40 min) — Deep dive into all 6 performance metrics; how to track in Bloom; improvement strategies
• Module 2: Fulfillment Excellence (35 min) — 2-day shipping standards, tracking requirements, packaging best practices, carrier selection
• Module 3: Customer Communication via Signals (30 min) — Professional messaging, response time requirements, conflict resolution
• Module 4: Returns & Refunds (25 min) — Return policies, prepaid labels, refund processing, HRPR minimization strategies
• Module 5: Upmos Guarantee Program (20 min) — Coverage details, claim process, how to prevent claims, financial impact

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

Ongoing Education

• Quarterly Webinars: Live Q&A sessions covering policy updates, seasonal best practices, and marketplace trends
• Performance Alerts: Real-time notifications when metrics fall below thresholds; includes improvement tips
• Knowledge Base: Access to video tutorials, help articles, case studies, and troubleshooting guides via Bloom
• Peer Learning: Seller community forums for sharing best practices and strategies

Remedial Training (Triggered by Performance Issues)

• When Required: Mandatory for sellers receiving performance notifications or failing to meet KPIs
• Focused Curriculum: Targeted training on specific deficiency areas (e.g., Response Rate improvement, Cancellation Rate reduction)
• Completion Timeline: Must complete within 7 days of notification
• Accountability: Failure to complete remedial training results in escalated penalties (suspension risk)

Advanced Seller Training (High-Volume Sellers)

• Eligibility: Automatically enrolled upon reaching 200+ items or $5,000+ monthly revenue
• Topics Covered: Tax obligations, insurance requirements, advanced Bloom analytics, scaling strategies, international selling
• Certification: Completion required to maintain high-volume selling privileges

Anti-Money Laundering & Know Your Customer (AML/KYC)

• Identity Verification: Upmos reserves the right to conduct Know Your Customer (KYC) verification on any seller at any time, including verification of legal identity, business registration, tax identification numbers, and beneficial ownership information
• AML Compliance: Seller shall not use the Upmos Marketplace to facilitate money laundering, terrorist financing, or any other financial crime. Seller shall comply with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act (BSA) and USA PATRIOT Act
• Suspicious Activity: If Upmos detects patterns of suspicious activity—including structuring transactions to avoid reporting thresholds, unusual volume spikes without legitimate business justification, or transactions with sanctioned persons or entities—Upmos may suspend the seller’s account, withhold funds, and report the activity to the Financial Crimes Enforcement Network (FinCEN) or other appropriate authorities
• Seller Cooperation: Seller shall promptly provide any documentation or information requested by Upmos in connection with KYC verification or AML compliance, including government-issued identification, proof of address, business formation documents, and bank account verification. Failure to cooperate within ten (10) business days may result in account suspension

Whistleblower & Ethics Reporting

• Ethics Reporting: Upmos maintains a confidential ethics and compliance reporting channel. Sellers, their employees, or any third party may report suspected fraud, corruption, safety violations, data breaches, or other unethical conduct by emailing ethics@upmos.com or by submitting a report through the confidential reporting portal on the Upmos website
• Non-Retaliation: Upmos prohibits retaliation against any individual who makes a good-faith report of suspected misconduct. Any seller who retaliates against an employee, contractor, or other individual for reporting a concern will be subject to immediate account suspension or termination
• Investigation: All reports will be investigated promptly, thoroughly, and confidentially. Upmos will take appropriate corrective action based on investigation findings

Product Recall & Safety Reporting

Seller Recall Obligations

• Immediate Notification: If any product sold through the Upmos Marketplace is subject to a voluntary or mandatory recall, safety alert, or investigation by the U.S. Consumer Product Safety Commission (CPSC), Food and Drug Administration (FDA), or any other governmental authority, seller must notify Upmos in writing within twenty-four (24) hours of becoming aware of the recall or investigation
• Listing Removal: Seller must immediately remove or request removal of all affected product listings from the marketplace upon learning of a recall. Upmos reserves the right to immediately remove any product listing that is subject to a recall, safety alert, or that Upmos reasonably believes poses a safety risk
• Customer Notification: Seller must cooperate with Upmos to notify all affected buyers who purchased the recalled product through the platform, including providing replacement products, refunds, or other remedies as required by the recall order or applicable law
• Regulatory Cooperation: Seller shall cooperate fully with Upmos, the CPSC, FDA, and all other applicable governmental authorities in connection with any product recall, investigation, or safety alert, including providing product samples, test results, manufacturing records, and supply chain documentation

Upmos Rights & Proactive Safety

• Proactive Removal: Upmos reserves the right to immediately remove any product listing and suspend seller’s account if Upmos receives credible reports of product safety issues, including customer complaints involving injury, property damage, or health hazards, even in the absence of a formal recall
• CPSC Reporting: Upmos may independently report products to the CPSC or other regulatory authorities if Upmos becomes aware of potential safety hazards, in compliance with Section 15(b) of the Consumer Product Safety Act
• Recall Cost Allocation: All costs associated with a product recall—including customer refunds, return shipping, replacement product costs, regulatory fines, and investigation expenses—are the sole responsibility of the seller. Seller shall indemnify Upmos for all such costs

SLA Audits & Performance Reviews

Types of SLA Audits

1. Continuous Automated Monitoring

• Real-Time KPI Tracking: All 6 performance metrics monitored continuously via Bloom dashboard
• Automated Alerts: Instant notifications when metrics fall below thresholds
• AI-Powered Analysis: Machine learning algorithms identify patterns (cancellation spikes, fulfillment delays, communication gaps)
• Fraud Detection: Automated systems flag suspicious activity (excessive refunds, chargebacks, abuse patterns)

2. Quarterly Performance Reviews

All active sellers receive quarterly performance evaluations covering:

• KPI Trends: 90-day trend analysis for all metrics; identification of improvement areas
• SAR Assessment: Seller Account Rating reviewed; violations and their impact explained
• Goal Setting: Collaborative target-setting for next quarter (e.g., reduce cancellation rate from 2.5% to 1.8%)
• Resource Recommendations: Training modules, tools, or process improvements suggested

3. Annual SLA Compliance Audits (High-Volume Sellers)

Sellers exceeding $50,000 annual GMV undergo comprehensive annual audit:

• Performance History: 12-month review of all KPIs, trends, and violations
• Customer Feedback Analysis: Review of ratings, reviews, and Upmos Guarantee claims
• Compliance Documentation: Verification of insurance, tax forms, bank verification, licenses
• Operational Review: Assessment of fulfillment processes, inventory management, customer service protocols

4. Triggered Investigations

Manual audits initiated when red flags detected:

• Excessive HRPR: 3%+ return rate triggers deep dive into product quality/listing accuracy
• Customer Complaints: Multiple claims or negative reviews prompt investigation
• Performance Spikes: Sudden metric declines (e.g., response rate drops from 98% to 85%) trigger immediate review
• Policy Violations: IP strikes, prohibited products, or ethical violations

Audit Process & Timeline

1. Notification: Seller receives email 7 days before audit (except fraud investigations)
2. Data Collection: Seller submits requested documentation within 7 business days
3. Review Period: Upmos completes analysis within 14 business days
4. Findings Report: Seller receives detailed report with scores, deficiencies, and recommendations
5. Corrective Action Plan: Seller has 30 days to implement required improvements
6. Follow-Up Verification: Upmos verifies corrective actions completed successfully

Audit Outcomes & Scoring

• Excellent (90-100): No deficiencies; seller receives “Top Performer” badge; may qualify for reduced referral fees or promotional opportunities
• Good (75-89): Minor issues noted; best practice recommendations provided (no penalties)
• Needs Improvement (60-74): Corrective actions required within 30 days; account remains active but monitored closely
• Poor (<60): Serious violations found; immediate account suspension pending remediation or termination

Seller Rights During Audits

• Request 7-day timeline extension for complex documentation (one-time extension per audit)
• Appeal audit findings within 14 days of report receipt; must provide supporting evidence
• Access complete audit history and records via Bloom dashboard (Compliance & Audits section)
• Confidentiality of audit results (not shared publicly; used for internal enforcement only)

Why SLA Commitments Matter

The Foundation of Marketplace Success

This Service Level Agreement is not just a contract—it’s the blueprint for building a thriving, trustworthy marketplace ecosystem. Every requirement serves a strategic purpose:

1. Protecting Customer Trust

• Consistency Creates Confidence: When sellers meet performance standards (98%+ response, 96%+ on-time delivery), customers trust Upmos as a reliable shopping destination
• Quality Assurance: HRPR <3% threshold filters out problematic sellers before they damage marketplace reputation
• Dispute Prevention: Clear expectations (2-day fulfillment, 48-hour responses) reduce conflicts and Upmos Guarantee claims
• Safety & Authenticity: Compliance requirements protect customers from counterfeit, defective, or dangerous products

2. Empowering Seller Success

• Clear Expectations: Transparent KPIs eliminate ambiguity; sellers know exactly what’s required to succeed
• Level Playing Field: Enforcement against bad actors protects compliant sellers from unfair competition
• Growth Support: 30-day grace period + training programs help new sellers ramp up without immediate penalties
• Reputation Boost: High marketplace standards elevate Upmos brand, driving more traffic and sales for all sellers
• Operational Excellence: SLA metrics encourage sellers to build sustainable, professional businesses (not just opportunistic selling)

3. Building Sustainable Marketplace Economics

For Sellers:

• Bi-weekly payouts with 10% rolling reserve balance cash flow with risk management
• Referral fees (9%-21%) are competitive and category-based, enabling profitability
• Performance-based model rewards quality sellers with continued access and growth opportunities

For Upmos:

• Performance standards filter for committed, professional sellers (quality over quantity)
• Upmos Guarantee program protects buyer experience while holding sellers accountable
• Rolling reserve + insurance requirements mitigate financial risk from seller non-compliance

The Ecosystem Effect: How Your Compliance Helps Everyone

When You Meet SLA Standards:

• ✓ Customers: Trust Upmos for reliable purchases → increased platform traffic → more sales opportunities for you
• ✓ Other Sellers: Marketplace reputation rises → attracts quality buyers → benefits entire seller community
• ✓ Upmos: Sustainable growth enables investment in better tools (Bloom enhancements, fraud detection, marketing) → benefits you
• ✓ Your Business: Positive feedback loop → higher ratings → better Buy Box placement → increased sales

When Sellers Fail SLA Standards:

• ✕ Customers: Lose trust in marketplace → shop elsewhere → reduced traffic → lower sales for all sellers
• ✕ Other Sellers: Reputation damage affects entire platform → compliant sellers suffer from bad actors
• ✕ Upmos: Increased Upmos Guarantee claims drain resources → stricter enforcement → higher operational costs
• ✕ Your Business: Market perception degrades → fewer buyers → harder to grow

Real-World Impact: The Numbers Behind SLA

• Seller Success Correlation: Sellers consistently meeting all KPIs earn 3x higher revenue than those with compliance issues
• Customer Retention: Marketplaces with strong SLA enforcement see 40% higher customer return rates
• Dispute Reduction: Clear performance standards reduce Upmos Guarantee claims by 60% vs. platforms without SLAs
• Seller Longevity: Sellers trained on SLA requirements have 2.5x longer account lifespans (less churn)

Note: The performance figures above are illustrative benchmarks based on marketplace industry research and internal platform analysis. Individual seller results may vary.

Your Strategic Partnership with Upmos

This SLA represents mutual commitment:

• Upmos’s Commitment: Provide reliable infrastructure, fair enforcement, training resources, bi-weekly payouts, dispute resolution, and growth opportunities
• Your Commitment: Deliver excellent customer service, meet performance standards, maintain product quality, comply with policies, continuously improve operations

Bottom Line: This SLA isn’t bureaucracy—it’s the foundation of a marketplace where sellers thrive by delivering exceptional customer experiences. Your compliance isn’t just contractual; it’s strategic investment in long-term business success.

Dispute Resolution & Arbitration

Three-Step Dispute Resolution Process

1. Step 1 – Informal Resolution (30 Days): Seller and Upmos shall first attempt to resolve any dispute, claim, or controversy arising out of or relating to this SLA (“Dispute”) through good-faith negotiation. Either party must provide the other with a written notice describing the Dispute in reasonable detail and the relief requested (“Dispute Notice”). The parties shall use commercially reasonable efforts to resolve the Dispute within thirty (30) calendar days of receipt of the Dispute Notice.
2. Step 2 – Mandatory Mediation (15 Days): If the Dispute is not resolved through informal negotiation within the initial 30-day period, either party may initiate non-binding mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures. The mediation shall be conducted in Houston, Harris County, Texas, with a single mediator selected by mutual agreement or, failing agreement, appointed by the AAA. Mediation costs shall be shared equally between the parties. The mediation shall be completed within fifteen (15) business days of commencement.
3. Step 3 – Binding Arbitration: If the Dispute remains unresolved after mediation, it shall be finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules and Mediation Procedures then in effect. The arbitration shall be conducted by a single arbitrator seated in Houston, Harris County, Texas. The Federal Arbitration Act (9 U.S.C. §§ 1–16) shall govern the enforcement and interpretation of this arbitration provision. The language of the arbitration shall be English.

Arbitrator Selection & Qualifications

• Single Arbitrator: All disputes shall be resolved by a single arbitrator, unless the amount in controversy exceeds $250,000, in which case a panel of three (3) arbitrators shall preside
• Qualifications: The arbitrator(s) must have at least ten (10) years of experience in commercial law, e-commerce, or marketplace operations
• Selection Process: If the parties cannot agree on an arbitrator within fifteen (15) days, the AAA shall appoint one in accordance with its rules
• Disclosure: Any prospective arbitrator must disclose conflicts of interest, financial relationships, or prior engagements with either party

Discovery Limitations

• Document Requests: Each party limited to two (2) sets of document requests, not exceeding twenty-five (25) requests per set
• Depositions: Each party limited to two (2) depositions, not exceeding four (4) hours each
• Interrogatories: Each party limited to fifteen (15) interrogatories, including subparts
• Expert Witnesses: Each party limited to one (1) expert witness unless the arbitrator determines additional expertise is necessary
• Timeline: All discovery shall be completed within sixty (60) days of the arbitrator’s appointment

Arbitration Location & Procedure

• Location: All arbitration proceedings shall be conducted in Houston, Harris County, Texas, unless Upmos consents in writing to an alternative venue
• Remote Participation: The arbitrator may, in their discretion, permit remote participation via videoconference for witnesses or hearings, provided that the arbitrator and at least one representative of each party are physically present in Houston
• Hearing Duration: Hearings shall not exceed three (3) business days for disputes under $100,000 and five (5) business days for disputes exceeding $100,000
• Governing Rules: AAA Commercial Arbitration Rules apply; to the extent any AAA rule conflicts with this SLA, this SLA shall control

Arbitration Award & Enforcement

• Final & Binding: The arbitrator’s award shall be final and binding on both parties, and judgment on the award may be entered in any court of competent jurisdiction, including the state and federal courts of Harris County, Texas
• Written Decision: The arbitrator shall issue a reasoned written decision setting forth the findings of fact and conclusions of law upon which the award is based
• Monetary Cap: The arbitrator may not award damages in excess of the limitations set forth in the Liability Limitations section of this SLA, and may not award punitive, exemplary, or treble damages
• Authority Limitation: The arbitrator shall have no power to modify or amend any provision of this SLA or to award relief that could not be granted by a court of law under applicable law

Emergency & Interim Relief

• Provisional Measures: Nothing in this arbitration provision shall prevent either party from seeking provisional or emergency relief from any court of competent jurisdiction, including temporary restraining orders, preliminary injunctions, or attachment orders, to protect its rights pending the outcome of arbitration
• Emergency Arbitrator: Either party may request that the AAA appoint an emergency arbitrator under the AAA’s Optional Rules for Emergency Measures of Protection
• Not a Waiver: Any application for emergency or interim relief shall not be deemed a waiver of the right to arbitrate

Confidentiality of Proceedings

• Confidential: All arbitration and mediation proceedings, including filings, evidence, testimony, briefs, and awards, shall be treated as confidential by both parties
• Exceptions: Disclosure permitted only (a) as required by law or regulation, (b) to enforce the arbitration award in court, (c) to professional advisors bound by confidentiality obligations, or (d) with the prior written consent of the other party
• Non-Disclosure: Neither party shall make any public statement regarding the existence, conduct, or results of any arbitration or mediation without the other party’s prior written consent

Small Claims Exception

• Threshold: Either party may bring a claim in small claims court in Harris County, Texas, if the amount in controversy is less than $20,000 and the claim is within the jurisdictional limits of that court
• Limitation: If a small claims action is transferred or appealed to a court of general jurisdiction, or if the claim exceeds the small claims threshold, the dispute shall proceed to arbitration under this section

Class Action Waiver

• Individual Basis Only: ALL DISPUTES BETWEEN SELLER AND UPMOS SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. Seller agrees not to bring, join, or participate in any class action, collective action, mass action, consolidated action, private attorney general action, or representative proceeding against Upmos
• No Joinder: No arbitration or court proceeding may be joined, consolidated, or combined with another arbitration or court proceeding involving any other seller, user, or third party without the prior written consent of all parties
• Severability: If this class action waiver is found to be unenforceable for any reason, the entire arbitration provision (except the jury trial waiver) shall remain in full force and effect, and such claim shall proceed exclusively in the state or federal courts of Harris County, Texas
• Prohibited Actions: No class action lawsuits, class-wide arbitrations, multi-party arbitrations, or representative actions of any kind are permitted under this SLA

Mass Arbitration Limitations

• Coordinated Filings: If twenty-five (25) or more similar arbitration demands are filed against Upmos within a sixty (60) day period (“Mass Filing”), Upmos may elect to have such demands resolved in batches of no more than ten (10) at a time, with each batch proceeding sequentially
• Bellwether Process: In the event of a Mass Filing, the parties agree to a bellwether arbitration process in which ten (10) representative cases are selected (five by each party) and arbitrated first. The results of the bellwether arbitrations shall inform settlement discussions for the remaining cases
• Stay of Remaining Claims: All arbitration demands beyond the initial bellwether batch shall be stayed until the bellwether arbitrations are concluded and the parties have had an opportunity to engage in good-faith settlement negotiations

Cost Allocation & Fee Shifting

• Filing Fees: Each party shall pay its own filing fees, unless the AAA rules require Upmos to pay a portion of the seller’s initial filing fee for claims under $75,000
• Arbitrator Fees: Arbitrator fees and administrative costs shall be split equally between the parties, except that Upmos shall bear the full cost if the seller demonstrates financial hardship
• Attorney’s Fees: Each party shall bear its own attorney’s fees and costs, except as provided in the Prevailing Party section of this SLA
• Frivolous Claims: The arbitrator may award reasonable attorney’s fees and costs to the prevailing party if the arbitrator determines that the other party’s claim or defense was frivolous, brought in bad faith, or for purposes of harassment

Governing Law & Jurisdiction

Choice of Law

• Governing Law: This SLA and all Disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction
• Federal Law: To the extent that federal law governs any aspect of this SLA, including but not limited to the Federal Arbitration Act, the Electronic Signatures in Global and National Commerce Act (E-SIGN), and the Lanham Act, such federal law shall apply as applicable
• UN Convention Exclusion: The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply to this SLA

Exclusive Jurisdiction & Venue

• Exclusive Venue: For any dispute not subject to arbitration (including enforcement of arbitration awards, applications for emergency or interim relief, and small claims), the exclusive jurisdiction and venue shall be the state and federal courts located in Harris County, Texas
• Consent to Jurisdiction: Seller irrevocably consents to the personal jurisdiction of the state and federal courts located in Harris County, Texas, and waives any objection to such jurisdiction based on inconvenient forum, improper venue, or lack of personal jurisdiction
• Waiver of Inconvenient Forum: Seller irrevocably waives any right to object to jurisdiction or venue in Harris County, Texas, on the basis that such forum is inconvenient, inappropriate, or otherwise improper

Service of Process

• Authorized Methods: Process may be served on seller by certified mail, return receipt requested, to the address associated with seller’s Upmos account, or by any other means authorized under the Texas Civil Practice and Remedies Code
• Electronic Service: Seller consents to electronic service of process via the email address associated with seller’s Upmos account for all matters arising under this SLA
• Agent for Service: Seller agrees that if seller is an entity organized outside of Texas, seller shall designate and maintain a registered agent for service of process in the State of Texas, or consent to service by mail as set forth above

Compliance with Applicable Laws

• Seller Obligation: Seller is solely responsible for complying with all applicable federal, state, local, and international laws, rules, and regulations governing seller’s business, products, and marketplace activities, including but not limited to consumer protection laws, tax laws, product safety regulations, and export control laws
• Export Controls: Seller shall not export, re-export, or transfer any products, technology, or data through the Upmos platform in violation of any applicable U.S. or international export control laws, embargoes, or sanctions, including those administered by the U.S. Department of Commerce (BIS), the U.S. Department of Treasury (OFAC), and the U.S. Department of State (DDTC)
• Anti-Corruption: Seller represents and warrants that seller has not and will not, directly or indirectly, make, offer, or authorize any payment or gift of anything of value to any government official, political party, or candidate for political office in connection with seller’s activities on the Upmos platform, in violation of the U.S. Foreign Corrupt Practices Act (FCPA) or any applicable anti-bribery or anti-corruption law

Entity Details & Contact

• Entity: Upmos Inc., a Texas corporation
• Principal Office: 9896 Bissonnet St, Houston, TX 77036, USA
• Support Email: vendors@upmos.com
• Support Phone: (855) 637-2433 / (855) MERCHED
• Legal Notices: legal@upmos.com

Liability Limitations

Upmos Liability Cap

• Maximum Aggregate Liability: Upmos’s total cumulative liability to seller for all claims arising out of or relating to this SLA, whether in contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the lesser of (a) the total fees paid by seller to Upmos during the three (3) months immediately preceding the event giving rise to the claim, or (b) one thousand U.S. dollars ($1,000.00)
• Excluded Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
• Specific Exclusions: Without limiting the foregoing, neither party shall be liable for lost profits, lost revenue, lost data, loss of business opportunity, loss of goodwill, business interruption, cost of procurement of substitute goods or services, or any other commercial damages or losses
• Essential Purpose: The limitations of liability set forth in this section shall apply even if any limited remedy provided herein fails of its essential purpose and regardless of whether the damages are foreseeable

Express Warranty Disclaimer

• AS-IS PLATFORM: THE UPMOS MARKETPLACE, INCLUDING ALL TOOLS, DASHBOARDS (BLOOM), MESSAGING SYSTEMS (SIGNALS), AND RELATED SERVICES, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED
• DISCLAIMER OF IMPLIED WARRANTIES: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UPMOS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• NO WARRANTY OF RESULTS: UPMOS DOES NOT WARRANT THAT THE MARKETPLACE WILL MEET SELLER’S REQUIREMENTS, THAT OPERATION WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. UPMOS MAKES NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT, DATA, OR INFORMATION PROVIDED THROUGH THE PLATFORM
• THIRD-PARTY SERVICES: UPMOS DISCLAIMS ALL LIABILITY AND WARRANTIES, EXPRESS OR IMPLIED, FOR ANY THIRD-PARTY SERVICES, PAYMENT PROCESSORS, SHIPPING CARRIERS, OR INTEGRATIONS USED IN CONNECTION WITH THE MARKETPLACE
• JURISDICTIONAL LIMITATIONS: Some jurisdictions do not allow the exclusion of certain implied warranties. In such jurisdictions, the foregoing disclaimers shall apply to the fullest extent permitted by applicable law

Seller Indemnification (Unlimited)

• NOT SUBJECT TO CAP: Seller’s indemnification obligations under this SLA are unlimited and are not subject to the liability cap set forth above. Seller shall bear full financial responsibility for all indemnified claims, regardless of the amount
• Scope of Indemnification: Seller shall defend, indemnify, and hold harmless Upmos, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to:
  • (a) Product liability claims, including personal injury, property damage, or death caused by seller’s products
  • (b) Intellectual property infringement, misappropriation, or violation of any third-party rights
  • (c) Seller’s breach of any representation, warranty, or obligation under this SLA or the MPA
  • (d) Seller’s violation of any applicable law, regulation, or third-party right
  • (e) Any taxes, duties, or governmental assessments arising from seller’s transactions
  • (f) Claims arising from seller’s marketing materials, product listings, or customer communications
  • (g) Environmental liability related to seller’s products, packaging, or shipping materials
• Defense Obligation: Seller’s indemnification obligation includes the duty to defend Upmos at seller’s sole expense using counsel reasonably acceptable to Upmos. Upmos may, at its option, participate in the defense at its own expense
• Notice & Cooperation: Upmos shall provide seller with reasonable notice of any indemnified claim and shall cooperate with seller’s defense, at seller’s expense

No Waiver

• Non-Waiver: Failure by Upmos to enforce any provision of this SLA at any time shall not constitute a waiver of that provision or any other provision, nor shall it affect Upmos’s right to enforce that provision or any other provision in the future
• Cumulative Rights: All rights and remedies of Upmos under this SLA are cumulative and are in addition to, and not in lieu of, any other rights or remedies available to Upmos at law or in equity
• Selective Enforcement: Upmos’s election to enforce any particular provision against any particular seller shall not obligate Upmos to enforce the same provision against any other seller or in any other instance

Limitation Acknowledgment

• Basis of the Bargain: Seller acknowledges that the limitations of liability and the allocation of risk set forth in this SLA reflect a fair and reasonable allocation of risk between the parties and form an essential basis of the bargain between them
• Material Inducement: Upmos would not enter into this SLA without these limitations of liability, and seller acknowledges that these limitations are a material inducement for Upmos to provide the marketplace platform and services

Jury Trial Waiver

• WAIVER OF JURY TRIAL: 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 ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SLA OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE
• Informed Waiver: 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 SLA by, among other things, the mutual waivers and agreements in this section
• Scope: This waiver applies to all claims, disputes, controversies, or causes of action arising under or relating to this SLA, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether asserted as a claim, counterclaim, cross-claim, or third-party claim
• Survival: This jury trial waiver shall survive the expiration or termination of this SLA

Privacy & Data Protection

Seller Data Obligations

• Compliance: Seller shall comply with all applicable data protection and privacy laws, including but not limited to the California Consumer Privacy Act (CCPA/CPRA), the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), the Connecticut Data Privacy Act (CTDPA), and, to the extent applicable, the EU General Data Protection Regulation (GDPR)
• Buyer Data: Seller shall use buyer personal data obtained through the Upmos platform solely for the purpose of fulfilling orders and providing customer support. Seller shall not sell, share, rent, lease, or otherwise transfer buyer personal data to any third party for marketing, advertising, or any purpose unrelated to order fulfillment
• Data Minimization: Seller shall collect and retain only the minimum amount of personal data necessary to fulfill marketplace obligations. Seller shall delete or anonymize buyer personal data within ninety (90) days of order completion unless retention is required by law
• Data Security: Seller shall implement and maintain reasonable administrative, technical, and physical safeguards to protect personal data from unauthorized access, use, modification, disclosure, or destruction, consistent with industry standards (e.g., encryption at rest and in transit using AES-256 or equivalent)

Payment Data Security

• PCI-DSS Compliance: If seller processes, stores, or transmits cardholder data in connection with marketplace transactions, seller shall comply with the Payment Card Industry Data Security Standard (PCI-DSS) at the level appropriate to seller’s transaction volume
• No Storage: Seller shall not store cardholder data, CVV/CVC codes, or PIN data in any form. All payment processing shall occur through Upmos’s designated payment processor
• Breach Notification: In the event of any actual or suspected unauthorized access to or acquisition of personal data or payment data (“Data Breach”), seller shall notify Upmos in writing within twenty-four (24) hours of discovery and cooperate fully with Upmos’s investigation and remediation efforts

Security Incident Response Plan

• Incident Classification: A “Security Incident” means any actual or reasonably suspected unauthorized access, acquisition, use, disclosure, modification, or destruction of personal data, payment data, or marketplace account data
• 24-Hour Notification: Seller must notify Upmos of any Security Incident within twenty-four (24) hours of discovery by emailing security@upmos.com with: (a) nature and scope of the incident; (b) categories and approximate number of affected data subjects; (c) likely consequences; and (d) measures taken or proposed to address the incident
• 72-Hour Regulatory Reporting: Where required by applicable law (including GDPR Article 33), Upmos and/or seller shall notify the relevant supervisory authority within seventy-two (72) hours of becoming aware of a qualifying personal data breach
• Ongoing Obligations: Following initial notification, seller must: (a) provide regular updates as new information becomes available; (b) cooperate fully with Upmos’s investigation and remediation efforts; (c) preserve all evidence related to the incident; and (d) implement remedial measures to prevent recurrence
• Buyer Notification: If the Security Incident involves buyer personal data or payment data, Upmos will determine, in coordination with seller, whether and when affected buyers must be notified, in compliance with applicable breach notification laws
• Post-Incident Review: Within thirty (30) days of incident resolution, seller must provide Upmos with a written post-incident report including root cause analysis, impact assessment, and preventive measures implemented

Accessibility Compliance

• Platform Accessibility: Upmos is committed to maintaining marketplace accessibility in substantial conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards and applicable provisions of the Americans with Disabilities Act (ADA)
• Seller Content Obligations: Sellers are encouraged to ensure that product listings, images, and descriptions are accessible to users with disabilities, including providing descriptive alt text for product images and ensuring sufficient color contrast in custom graphics
• Accommodation Requests: Sellers or buyers who require accommodations to access or use the Upmos Marketplace may submit requests to accessibility@upmos.com. Upmos will make commercially reasonable efforts to accommodate such requests

Data Processing

• Processor Role: To the extent seller processes personal data on behalf of Upmos, seller acts as a data processor. Seller shall process such data only in accordance with Upmos’s documented instructions and this SLA
• Subprocessors: Seller shall not engage any subprocessor to process personal data without Upmos’s prior written consent. Seller is fully liable for the acts and omissions of any approved subprocessor
• Data Subject Rights: Seller shall assist Upmos in responding to data subject requests, including requests for access, correction, deletion, portability, and restriction of processing, within the timeframes required by applicable law
• Cross-Border Transfers: Seller shall not transfer personal data outside of the United States without Upmos’s prior written consent and appropriate transfer mechanisms (e.g., Standard Contractual Clauses)

Upmos Data Rights

• Marketplace Data: All data generated through seller’s use of the Upmos platform, including transaction data, performance metrics, traffic analytics, and aggregated or de-identified data, is and shall remain the property of Upmos
• License to Data: Seller grants Upmos a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and display seller-provided data (including product listings, images, descriptions, and pricing) for marketplace operations, analytics, marketing, and platform improvement
• Audit Right: Upmos reserves the right to audit seller’s data handling and security practices upon reasonable notice, and seller shall cooperate with such audits. Costs of audits triggered by seller’s non-compliance shall be borne by seller

Severability

• Invalid Provisions: If any provision of this SLA is held to be invalid, illegal, void, or unenforceable by a court of competent jurisdiction or arbitrator, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties. If modification is not possible, such provision shall be severed from this SLA
• Remaining Provisions: The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision of this SLA, and all remaining provisions shall continue in full force and effect
• Reformation: If any limitation or restriction in this SLA is found to be unreasonable or unenforceable, the parties agree that such limitation or restriction shall be reformed to the maximum extent permitted by applicable law, and the parties intend that the reformed provision shall be enforced as reformed
• Essential Terms: The following provisions are deemed essential to this SLA: Liability Limitations, Indemnification, Arbitration, Class Action Waiver, Jury Trial Waiver, and Governing Law. If any of these provisions is found unenforceable, the remaining essential provisions shall survive

Survival

• Surviving Provisions: The following provisions shall survive the expiration or termination of this SLA for any reason and shall continue to bind the parties and their successors and assigns:
  • Liability Limitations & Indemnification
  • Dispute Resolution & Arbitration
  • Class Action Waiver & Jury Trial Waiver
  • Governing Law & Jurisdiction
  • Privacy & Data Protection
  • Confidentiality of Proceedings
  • Intellectual Property rights and licenses
  • Seller Indemnification obligations (unlimited)
  • Severability, Notices, and Entire Agreement
  • Any provision which by its nature is intended to survive termination
• Accrued Rights: Termination or expiration of this SLA shall not release either party from any obligation or liability that has accrued prior to such termination or expiration, including unpaid fees, pending claims, unresolved disputes, and obligations relating to transactions completed before the termination date
• Continuing Performance: Seller shall continue to fulfill all outstanding orders, process pending returns, and honor active Upmos Guarantee claims for a period of sixty (60) days following termination, or until all such obligations are satisfied, whichever is later

Amendment & Modification

• Upmos Right to Amend: Upmos reserves the right to amend, modify, or update this SLA at any time at its sole discretion. Amendments shall be effective upon the date specified in the notice of amendment, which shall be no less than thirty (30) calendar days from the date of notice, unless the amendment is required by law or relates to platform security, in which case it may be effective immediately
• Notice of Amendment: Upmos shall provide notice of material amendments by (a) posting the amended SLA on the Upmos website with a revised “Last Updated” date, (b) sending an email notification to the address associated with seller’s account, and/or (c) displaying a notification within the seller’s Bloom Dashboard. It is seller’s responsibility to review the SLA periodically
• Deemed Acceptance: Seller’s continued use of the Upmos platform, listing of products, or fulfillment of orders after the effective date of any amendment shall constitute seller’s acceptance of the amended SLA. If seller does not agree to any amendment, seller’s sole remedy is to terminate participation in the marketplace by providing written notice within thirty (30) days of the amendment
• No Oral Modifications: This SLA may not be modified orally by any representative of Upmos. Only written amendments published on the Upmos website or distributed through official Upmos channels shall be binding
• Prior Versions: Upmos shall maintain an archive of prior versions of this SLA, which shall be available upon written request to legal@upmos.com

Notices

• To Upmos: All legal notices, requests, demands, and other communications to Upmos under this SLA shall be in writing and shall be sent to: Upmos Inc., Attn: Legal Department, 9896 Bissonnet St, Houston, TX 77036, USA, or by email to legal@upmos.com. Notices sent by email must include “SLA Notice” in the subject line
• To Seller: Notices to seller shall be sent to the email address and/or mailing address associated with seller’s Upmos account. Seller is solely responsible for maintaining current and accurate contact information in their account
• Effective Date of Notices: Notices shall be deemed received (a) if by email, on the date sent (unless a delivery failure notification is received); (b) if by certified mail, return receipt requested, on the date of receipt as shown on the return receipt; (c) if by recognized overnight courier, on the next business day after deposit; (d) if posted on the Upmos website or Bloom Dashboard, on the date of posting
• Operational Communications: Day-to-day operational communications (e.g., order notifications, performance alerts, support tickets) may be sent through the Bloom Dashboard messaging system, Signals, or the email address on file, and shall not require formal notice procedures

Confidentiality

• Mutual Obligation: Each party (“Receiving Party”) agrees to hold in strict confidence any non-public, proprietary, or confidential information of the other party (“Disclosing Party”) disclosed in connection with this SLA, including but not limited to fee structures, platform algorithms, business data, seller performance data, audit findings, pricing strategies, technical architecture, and operational processes (“Confidential Information”).
• Permitted Use: Each party shall use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this SLA, and shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
• Standard of Care: Each party shall protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
• Exceptions: Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates with any effort to seek confidential treatment.
• Duration: Confidentiality obligations survive termination or expiration of this SLA for a period of three (3) years. Obligations with respect to trade secrets survive indefinitely.
• Seller Data: Notwithstanding the above, Upmos may use aggregated, anonymized seller performance data for platform analytics, product improvement, and marketing purposes, provided that such data cannot reasonably be used to identify any individual seller.