MASTER SELLER AGREEMENT

MASTER SELLER AGREEMENT
Woof World, LLC
Last Updated: 12/16/2025

1. ACCEPTANCE AND APPLICABILITY
This Master Seller Agreement (“Agreement”) is a legally binding agreement between Woof World, LLC, a Florida limited liability company (“Woof World,” “Company,” “we,” “us,” or “our”) and any individual or entity (“Seller,” “you,” or “your”) that accesses, registers for, lists products or services on, or otherwise participates in the Woof World platform.
BY CLICKING “I AGREE,” CREATING AN ACCOUNT, LISTING ANY PRODUCT OR SERVICE, OR OTHERWISE PARTICIPATING IN THE PLATFORM, SELLER ACKNOWLEDGES THAT SELLER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT.

2. PURPOSE AND SCOPE
Woof World operates a multi-channel digital ecosystem that may include, without limitation, online marketplaces, product storefronts, service directories, affiliate and referral programs, promotional tools, contests, sponsorships, and related technologies (collectively, the “Platform”).
This Agreement governs Seller’s access to and use of the Platform. Seller’s participation in specific storefronts, programs, or business models is subject to additional terms set forth in one or more Storefront Addendums (“Addendums”), which are incorporated herein by reference.

3. INDEPENDENT CONTRACTOR RELATIONSHIP
Seller is an independent contractor and not an employee, agent, joint venturer, partner, or fiduciary of Woof World. Nothing in this Agreement creates any agency, franchise, or exclusive relationship. Seller has no authority to bind Woof World in any manner.

4. SELLER ELIGIBILITY AND REPRESENTATIONS
Seller represents, warrants, and covenants that at all times during the Term:
a) Seller is duly organized, validly existing, and in good standing under applicable law
b) Seller has full authority to enter into and perform this Agreement
c) All information provided to Woof World is accurate, complete, and kept current
d) Seller holds and maintains all required licenses, permits, registrations, certifications, and insurance
e) Seller’s products and services comply with all applicable federal, state, and local laws and regulations
f) Seller will not engage in deceptive, misleading, fraudulent, or unlawful conduct

5. PLATFORM ACCESS AND CONTROL
Woof World grants Seller a limited, revocable, non-exclusive, non-transferable right to access and use the Platform solely for permitted purposes.
Woof World retains sole and absolute discretion over:
Platform features and functionality
Placement, visibility, rankings, algorithms, and promotion
Acceptance, rejection, suspension, or removal of Sellers or listings
Woof World makes no guarantees regarding traffic, exposure, sales, bookings, or performance.

6. PRODUCT AND SERVICE STANDARDS; BRAND ALIGNMENT
All products, services, and promotions offered by Seller must:
a) Be relevant to Woof World’s customer demographic
b) Align with Woof World’s brand values, mission, and community standards
c) Meet quality, safety, and accuracy standards determined by Woof World
Woof World reserves the right, in its sole discretion, to remove or restrict any Seller, product, or service that it determines is off-brand, irrelevant, inappropriate, or inconsistent with the Platform.

7. FEES, PAYMENTS, WITHHOLDINGS, AND RESERVES
Seller agrees to pay all applicable fees, commissions, revenue share amounts, and other charges as set forth in this Agreement, applicable Addendums, or schedules.
Woof World may:
Withhold payouts
Establish rolling reserves
Offset refunds, chargebacks, disputes, penalties, or errors
Delay payment during investigations or disputes
Seller is solely responsible for all taxes arising from Seller’s earnings.

8. AUDIT AND COMPLIANCE RIGHTS
Woof World reserves the right, upon reasonable notice, to audit Seller’s compliance with this Agreement, including but not limited to records relating to listings, pricing, fulfillment, service delivery, licensing, insurance, and regulatory compliance.
Failure to cooperate fully with an audit constitutes a material breach.

9. INTELLECTUAL PROPERTY
Seller retains ownership of Seller intellectual property.
Seller grants Woof World a worldwide, perpetual, royalty-free, sublicensable license to use Seller trademarks, logos, images, content, and materials in connection with Platform operation, marketing, promotion, and analytics.
All Platform intellectual property remains the exclusive property of Woof World.

10. CONDUCT, ETHICS, AND REPUTATION
Seller shall conduct itself professionally and ethically both on and off the Platform.
Woof World may suspend or terminate Seller if Seller engages in conduct that, in Woof World’s reasonable judgment, may damage Woof World’s reputation, goodwill, or public trust, including conduct unrelated to Platform activity.

11. SUSPENSION AND TERMINATION
11.1 Suspension
Woof World may immediately suspend Seller’s access, listings, or payouts, with or without notice, if Woof World reasonably suspects a violation, risk, or harm to the Platform or its users.
11.2 Termination for Convenience
Woof World may terminate this Agreement for any reason or no reason upon fourteen (14) days’ prior notice.
11.3 Termination for Cause
Woof World may terminate immediately for breach, misconduct, fraud, reputational harm, or legal risk.
11.4 Effect of Termination
Upon termination:
Seller access ceases immediately
Outstanding obligations survive
Woof World may withhold funds pending resolution of disputes or liabilities

12. INDEMNIFICATION
Seller shall indemnify, defend, and hold harmless Woof World from all claims, damages, losses, liabilities, costs, and expenses arising out of Seller’s products, services, conduct, or breach of this Agreement.

13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER FLORIDA LAW, WOOF WORLD SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
WOOF WORLD’S AGGREGATE LIABILITY SHALL NOT EXCEED [DOLLAR AMOUNT] IN THE [TIME PERIOD] PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. DISPUTE RESOLUTION AND GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles.
Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered in Broward County, Florida, in accordance with the rules of [ARBITRATION BODY]. Seller waives any right to participate in a class action.

15. PLATFORM POLICIES
Seller agrees to comply with all Platform policies, guidelines, and standards as updated from time to time. Continued use of the Platform constitutes acceptance.

16. ASSIGNMENT
Seller may not assign this Agreement without Woof World’s prior written consent. Woof World may assign this Agreement freely.

17. FORCE MAJEURE
Neither party shall be liable for failure or delay caused by events beyond reasonable control.

18. SURVIVAL
Sections relating to fees, audits, intellectual property, indemnification, limitation of liability, dispute resolution, and termination shall survive expiration or termination.

19. ENTIRE AGREEMENT
This Agreement, together with all Addendums, constitutes the entire agreement between Seller and Woof World and supersedes all prior agreements or understandings.