Vendor Enrollment Agreement

Internal / gated document. This agreement is presented to Vendors during enrollment and is not published publicly. It supplements and incorporates the Terms of Use, Privacy Policy, and Copyright/DMCA Policy. If there is a conflict between this agreement and the Terms of Use regarding Vendor-specific matters, this agreement controls.

This Vendor Enrollment Agreement (the "Agreement") is between Hansery, Inc., a Delaware corporation ("Hansery") and the brand, manufacturer, distributor, or representative enrolling in the Hansery network (the "Vendor," "you"). By enrolling, accepting this Agreement, or listing products on the Services, you agree to it on behalf of your company and represent you are authorized to do so.

1. The network and Hansery's role

Hansery operates a technology platform connecting verified trade professionals ("Pros" — interior designers, architects, general contractors, builders, and developers) with Vendors. Hansery is not the buyer, seller, merchant of record, broker, agent, or guarantor of any transaction, and is not a party to any purchase order between a Pro and you. Payments for products are made directly to you, off platform, by means you accept. Hansery does not hold, escrow, or process funds for product purchases.

2. Trade-pricing and auto-approval commitment

By enrolling, you agree to:

• Honor your designated trade-pricing tier(s) for Pros verified by Hansery, as configured in your Vendor dashboard; and
• Auto-approve Hansery-verified Pros for trade pricing without requiring separate individual vetting, relying on Hansery's verification (see Section 5).

You may set and update item-level pricing, discount tiers, MSRP, and lead times in your dashboard, subject to providing accurate information (Section 4).

3. Catalog content license and ingestion

License. You grant Hansery a worldwide, non-exclusive, royalty-free, sublicensable (to our service providers) license to ingest, host, store, normalize, reproduce, adapt (for formatting/normalization), display, distribute, and make available your product data and images (SKU, names, descriptions, categories, images, dimensions, finishes/variants, pricing, MSRP, lead times, and 3D assets) within the Services, including in search results and on public-facing Vendor storefronts that may be indexed by search engines.

Ingestion methods. You authorize Hansery to obtain your catalog data via the methods you enable — product feed/API, structured website crawling of your designated catalog pages, and/or AI-assisted extraction from catalog files you provide — and to keep it in sync. You authorize the downloading, resizing, and storage of your product images for use within the Services.

Your warranties on content. You represent and warrant that you own or have all rights to the catalog content and images you provide (or that Hansery ingests with your authorization), that it is accurate and not misleading, and that it does not infringe any third-party rights or violate any law. You will keep pricing and availability current.

4. Accuracy and fulfillment responsibility

You are solely responsible for your products, catalog accuracy, pricing, lead times, order acceptance, fulfillment, shipping, returns, warranties, and customer service. Hansery does not warrant or guarantee any of the foregoing and is not liable for your products or fulfillment.

5. Verification reliance and notifications

You acknowledge that Hansery determines, in its discretion, whether a Pro is a verified trade professional, and you agree to rely on that determination for auto-approval (Section 2). You consent to receive order notifications, PO communications, and related messages (by email) at the contacts you designate, and you are responsible for monitoring and timely responding to them. Orders may auto-confirm if you do not respond within the stated window.

6. Fees

Attributed-sale platform fee. You agree to pay Hansery a platform fee of 3% of the value of each purchase order that closes through the Services, charged automatically to your payment method on file when the order is confirmed paid (including auto-confirmation). You authorize Hansery to store a payment method and charge these fees and applicable taxes.

Disputes. If you dispute a marked-paid order in good faith, you may submit a dispute within 72 hours; Hansery will review and may adjust the associated fee. Except as required by law or expressly stated, fees are non-refundable. Late/failed payments may result in suspension and reasonable late fees/collection costs.

7. Data

• What Pros see. Your catalog, storefront, representative contact details, and the discount tier applied to a given Pro.
• What you see. Order details for POs routed to you.
• Confidentiality. Trade pricing and other non-public information are confidential; you will not disclose or use them except to operate within the network. You will handle any Pro or Client personal data you receive in compliance with applicable law and only to fulfill orders and provide related service.

8. Acceptable conduct

You will not: misuse Pro or Client data; circumvent Hansery to avoid fees on network-originated orders; provide false or infringing content; scrape or misuse the Services beyond your enrollment; or use the Services unlawfully. Hansery may moderate, reject, or remove catalog content and may review a new Vendor's initial listings before publication.

9. Term, suspension, and termination

This Agreement begins on enrollment and continues until terminated. Either party may terminate on 30 days' notice; Hansery may suspend or terminate immediately for breach, risk to the Services or users, non-payment, or inaccurate/infringing content. On termination, Hansery will cease displaying your catalog within a commercially reasonable time; accrued fees remain payable; confidentiality, fee, warranty, indemnity, and liability terms survive.

10. Warranties, disclaimers, and liability

The Services are provided "as is" as described in the Terms of Use. To the maximum extent permitted by law, Hansery disclaims all warranties, and the limitation of liability and liability cap in the Terms of Use apply to this Agreement. Hansery's total aggregate liability to you will not exceed the greater of the fees you paid Hansery in the prior 12 months or USD $100.

11. Indemnification

You will indemnify, defend, and hold harmless Hansery and its affiliates, officers, employees, and agents from claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: your products, catalog content, or images; your fulfillment, pricing, or customer dealings; your breach of this Agreement or law; or your handling of Pro or Client data.

12. General

This Agreement incorporates the dispute-resolution (binding arbitration and class-action waiver), governing-law, and general provisions of the Terms of Use. It is the entire agreement between the parties regarding Vendor enrollment and supersedes prior discussions. You may not assign it without Hansery's consent; Hansery may assign it in a business transfer.

13. Contact

Hansery, Inc. · 19686 Surfbreaker Ln, Huntington Beach, CA 92648 · legal@hansery.com