Seller Agreement

1. Introduction and Acceptance

This Seller Agreement (the "Agreement") is a binding contract between Mercoly ("Mercoly," "we," "us," or "our") and any business, individual, or entity that claims a business listing, registers a seller account, or lists, offers, or sells any product or service through the Mercoly platform at https://mercoly.com (the "Platform"). If you do any of these things, you are a "Seller" and you agree to be bound by this Agreement, our Terms of Service, our Privacy Policy, and all other policies referenced herein, each of which is incorporated by reference.

If you are entering into this Agreement on behalf of a business or other legal entity, you represent and warrant that you have full authority to bind that entity, and "Seller," "you," and "your" refer to that entity. If you do not agree to every part of this Agreement, you must not list, sell, or claim a listing on the Platform.

2. What Mercoly Is — and Is Not

Mercoly operates a nationwide online business directory, multi-vendor marketplace, and lead-generation platform that connects customers and buyers ("Buyers") with independent third-party businesses and sellers. Mercoly is a neutral platform, venue, and intermediary only. Mercoly is NOT a party to any transaction between you and a Buyer; is NOT the seller, manufacturer, importer, distributor, or provider of any product or service offered by you; does NOT take title to, possess, inspect, or take custody of any goods; and does NOT guarantee, endorse, vet, or warrant any Seller, listing, product, service, review, lead, or content.

All transactions, communications, quotes, bookings, fulfillment, delivery, installation, customer service, warranties, returns, refunds, and disputes are solely and exclusively between you and the Buyer. Mercoly merely provides the venue, listing tools, discovery, and lead-routing functionality that allow Buyers and Sellers to find and connect with one another.

2.1 Auto-Created and Claimed Listings

Mercoly may automatically create unclaimed business listings using public, open, or third-party business data sources. If a listing for your business exists, you may claim, edit, correct, or request removal of it at any time by contacting support@mercoly.com. By claiming a listing, you accept responsibility for the accuracy of its content from the point of claim forward and become bound by this Agreement. Mercoly does not warrant the accuracy or completeness of auto-created listings and is not liable for their content.

3. Independent Status — No Agency or Employment

You are an independent business operating entirely on your own behalf. Nothing in this Agreement creates any agency, partnership, joint venture, franchise, fiduciary, employment, or similar relationship between you and Mercoly. You have no authority to bind Mercoly or to make any representation, warranty, or commitment on Mercoly's behalf, and you must not hold yourself out as doing so. You are solely responsible for your own personnel, contractors, business decisions, operations, and conduct.

4. Seller Responsibilities and Sole Liability

You are solely and fully responsible for everything related to your listings, products, services, and business, including without limitation:

• Listings and descriptions — creating accurate, complete, non-deceptive, and non-infringing listings, titles, descriptions, images, specifications, availability, and lead information;
• Pricing and fees — setting and honoring all prices, fees, shipping charges, and applicable taxes, and ensuring pricing accuracy;
• Products and services — the quality, safety, legality, authenticity, condition, and fitness of all products and services you offer;
• Fulfillment — accepting, processing, fulfilling, shipping, delivering, installing, and performing all orders, bookings, and services you accept;
• Customer service — providing all pre-sale and post-sale customer support, communications, and issue resolution;
• Returns, refunds, cancellations, and warranties — establishing, publishing, and honoring your own returns, refunds, cancellation, shipping, and warranty terms;
• Taxes — determining, collecting, reporting, and remitting all sales, use, VAT, income, and other taxes arising from your sales;
• Licenses and permits — obtaining and maintaining all licenses, registrations, permits, certifications, insurance, and authorizations required to operate your business and to sell each product or service you offer; and
• Legal compliance — complying with all applicable federal, state, local, and international laws, regulations, and rules, including those governing consumer protection, product safety, labeling, advertising, age and legally restricted goods, export controls, intellectual property, data privacy and security, telemarketing and the TCPA, email and the CAN-SPAM Act, and anti-money-laundering requirements.

4.1 Required Seller Policies and Information

You must provide, prominently publish, keep current, and fully honor your own policies, including at minimum your returns, refunds, cancellation, shipping/fulfillment, and privacy policies. You must also provide and maintain accurate, complete, and current legal and contact information, including your legal business name, physical address, and a working customer-facing contact method. Your policies and information must not be misleading and must comply with applicable law. Mercoly is not responsible for the substance, sufficiency, or enforcement of any Seller policy.

5. Prohibited Conduct

You must not list, sell, or facilitate anything illegal, counterfeit, stolen, recalled, unsafe, fraudulent, or prohibited by law or by Mercoly's policies. You must not post false, deceptive, infringing, or harmful content; manipulate reviews, ratings, or leads; circumvent the Platform to evade fees or policies; transmit malware; or engage in any conduct that harms Buyers, other Sellers, Mercoly, or third parties. Mercoly may, at its sole discretion, determine what constitutes prohibited conduct.

6. Intellectual Property and Content License

You represent and warrant that you own or have all necessary rights, licenses, and permissions to all content you submit — including text, images, logos, trademarks, product data, and reviews — and that such content does not infringe or violate any third party's intellectual property, privacy, publicity, or other rights. You grant Mercoly a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, display, distribute, adapt, and promote your content for the purpose of operating, marketing, and improving the Platform and generating leads on your behalf. Mercoly respects intellectual property rights and complies with the Digital Millennium Copyright Act (17 U.S.C. § 512); notices of alleged infringement may be sent to Mercoly's designated agent at support@mercoly.com.

7. Payments and Third-Party Processors

Where payment functionality is offered, payments are processed by independent third-party payment processors, not by Mercoly. Your use of those services is subject to their separate terms, and you are responsible for compliance with them, including any underwriting, verification, chargeback, and payout rules. Mercoly does not hold, take title to, or assume responsibility for funds, and is not a bank, escrow agent, or money transmitter. You are responsible for all chargebacks, reversals, refunds, and disputes arising from your sales. Applicable Mercoly fees, commissions, or take-rates, if any, will be disclosed separately and may be deducted from payouts or invoiced.

8. Disclaimer of Warranties

The Platform and all related tools, leads, and services are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind. To the fullest extent permitted by law, Mercoly disclaims all express, implied, and statutory warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement, and any warranties arising under the Uniform Commercial Code or from course of dealing or usage of trade. Mercoly does not warrant that the Platform will be uninterrupted, secure, or error-free, or that any volume of leads, traffic, sales, or revenue will result from your use of the Platform.

9. Limitation of Liability

To the fullest extent permitted by law, Mercoly and its affiliates, officers, directors, employees, and agents will not be liable for the acts, omissions, products, services, or conduct of any Buyer, Seller, or other third party, or for any dispute between a Buyer and a Seller. Mercoly will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, leads, or business, even if advised of the possibility of such damages.

In no event will Mercoly's total aggregate liability arising out of or relating to this Agreement or the Platform exceed the greater of the total fees you actually paid to Mercoly in the three (3) months immediately preceding the event giving rise to the claim, or one hundred U.S. dollars (US$100). These limitations apply regardless of the legal theory and survive termination. Mercoly acts as a neutral intermediary and intends to avail itself of all applicable protections, including under Section 230 of the Communications Decency Act.

10. Indemnification

You agree to defend, indemnify, and hold harmless Mercoly and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your listings, products, services, content, leads, or conduct; (b) any transaction, communication, or dispute between you and a Buyer or any other party; (c) your breach of this Agreement or any representation or warranty herein; (d) your violation of any law or third-party right, including intellectual property, privacy, consumer-protection, product-safety, tax, and licensing requirements; and (e) your taxes, refunds, chargebacks, or recalls. This obligation survives termination of this Agreement.

11. Release of Disputes

Because Mercoly is only a venue, you release Mercoly and its affiliates from any and all claims, demands, damages, and disputes of every kind arising out of or connected with any transaction, interaction, or dispute between you and any Buyer or other third party. If you have a dispute with a Buyer or another user, you pursue it directly with that party and not with Mercoly.

12. Suspension, Removal, and Termination

Mercoly may, at its sole discretion and with or without notice or cause, modify, suspend, remove, delist, reorder, or refuse any listing, product, service, lead, content, or account, and may suspend or terminate your access to the Platform. Grounds may include suspected violation of this Agreement or law, risk to Buyers or Mercoly, or business reasons. You may stop selling and request termination, or request removal of your listing, at any time by contacting support@mercoly.com. Termination does not relieve you of obligations accrued before termination, including fulfillment of pending orders, refunds, taxes, indemnification, and any outstanding fees. Sections concerning responsibility, disclaimers, limitation of liability, indemnification, release, and governing law survive termination.

13. Privacy and Buyer Data

Any personal information you receive about Buyers must be used only to fulfill the applicable transaction and provide related support, and must be handled in compliance with all applicable privacy laws, including the CCPA/CPRA and other U.S. state privacy laws, and, where applicable, the GDPR for users in the European Union. You must not sell, rent, or misuse Buyer data, and you must not market to Buyers in violation of the CAN-SPAM Act or TCPA. Mercoly does not knowingly permit use of the Platform by children under 13, consistent with COPPA.

14. Governing Law and Changes

This Agreement is governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws rules. Mercoly may update this Agreement at any time by posting the revised version; your continued use of the Platform after changes take effect constitutes acceptance. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

15. Contact

For questions about this Agreement, to claim or request removal of a listing, or to submit legal, privacy, or DMCA requests, contact us at support@mercoly.com.