Customer Service Product Content

Rev ****** CONFIDENTIAL

COMPREHENSIVE WALMART MARKETPLACE PROGRAM

RETAILER AGREEMENT

(Terms and Conditions for Walmart Marketplace Program, Walmart Fulfillment Services, and Walmart Ad Center) ARTICLE I: INTRODUCTION

Welcome to the Walmart.com Marketplace Program.

The terms contained in Article I apply to all Walmart Marketplace Retailers. This Comprehensive Walmart Marketplace Program Retailer Agreement (“Agreement”) consists of (1) the Walmart Marketplace Terms and Conditions (“Walmart Marketplace Terms and Conditions”), (2) the Walmart Fulfillment Services Terms and Conditions (if you select to participate in WFS Services (as defined herein)), (3) the Multichannel Fulfillment Services Terms and Conditions (if you select to participate in Multichannel WFS Services (as defined herein)), (4) the Walmart Ad Center Platform Terms of Use (if you participate in the Walmart Ad Center (as defined herein)), and (5) all Walmart.com Marketplace Program polices and guidelines for Retailers and other policies referenced herein (together, the “Retailer Policies”), which are incorporated by reference.

This Agreement applies to any entity (“Retailer” or “you”) that wants to sell goods or services (“Products”) in the Walmart.com Marketplace through the Walmart.com site or any Walmart applications

(“Walmart.com Sites”), use any order processing, fulfillment, shipping, returns, or other services related to the Walmart.com Marketplace provided by or for Walmart, including, but not limited to Walmart Ad Center (as defined in Article IV) (“Walmart.com Services”), or use any platform, portal, web service, application, interface, or other tool provided by or for Walmart.com in connection with the Walmart.com Marketplace (“Walmart.com Tools”). The Walmart.com Sites, the Walmart.com Services and Walmart.com Tools shall be collectively known as the Walmart.com Marketplace Program, the Walmart.com Marketplace, or the Marketplace Program. By submitting your application, clicking the “I’ve read and agree to the Terms for Walmart Marketplace, Walmart Fulfillment Services, and Walmart Ad Center” check box which you are prompted to click or by offering any Products for sale on the Walmart.com Marketplace, using any of the Walmart.com Services, or using any of the Walmart.com Tools, you agree to be bound by all terms and conditions of this Agreement (including the Retailer Policies), as this Agreement (or the Retailer Policies) may be updated from time to time in accordance with this Agreement. You represent and warrant that you are registering with the Walmart.com Marketplace on behalf of an entity and that you have the requisite right, power, and authority to enter into this Agreement on behalf of the entity you register with the Walmart.com Marketplace. You represent and warrant that you will update all of the information you provide to us in connection with the Walmart.com Marketplace, Walmart.com Services and Walmart.com Tools as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us

(and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information) from time to time. Walmart.com may change this Agreement or the Retailer Policies, including by introducing entirely new terms on subjects not previously addressed, at any time in its sole discretion. The changes will be effective upon posting of such updates in Seller Center, which is the primary web-based interface provided to you by Walmart.com as part of the Marketplace Program. You are responsible for reviewing such postings Rev 072522 CONFIDENTIAL

and any applicable changes. Your continued participation in the Marketplace Program, including offering any Products for sale on the Walmart.com Marketplace, using any of the Walmart.com Services, or using any of the Walmart.com Tools constitutes your acceptance of such changes. If you do not agree to any posted changes, do not continue to use the Walmart.com Marketplace, the Walmart.com Services, or the Walmart.com Tools.

ARTICLE II: WALMART MARKETPLACE PROGRAM TERMS AND CONDITIONS The terms contained in Article II apply to all Walmart Marketplace Retailers. 1. Walmart.com’s Role

Walmart.com, through the Walmart.com Marketplace Program, provides the Walmart.com Sites, Walmart.com Tools, and Walmart.com Services to enable you to sell your Products to third party buyers

(“Customers”). You may only sell those Products you have the legal right to sell and must do so consistent with the terms and conditions of this Agreement. All transactions with Customers are between you and the Customer, and you will be the seller of record. Walmart.com is not a party to any transactions although Walmart.com will provide the Walmart.com Services in connection with the transactions as expressly set forth in Section 6. You acknowledge and agree that Walmart.com may contract with third party service providers to provide Walmart.com Services, management software and other services for the Walmart.com Marketplace Program.

2. General Product Policy

(a) Product Guidelines. The Walmart Marketplace Terms and Conditions describe certain general obligations regarding Products you may and may not list on the Walmart.com Marketplace. The Prohibited Products Policy provide more detail regarding Walmart.com’s product requirements. You will not list, market, promote, offer for sale, or sell any Products through the Walmart.com Sites in violation of this Agreement (including the Prohibited Products Policy).

(b) Abiding by the Law. You will (and you represent and warrant that you will) comply with all applicable “Laws” (meaning all applicable laws, regulations, legal requirements, and generally accepted industry standards and self-regulatory principles), including Laws related to marketing, packaging, consumer and product safety, product testing, labeling, and pricing in connection with this Agreement; your use of the Walmart.com Marketplace, the Walmart.com Services, and the Walmart.com Tools, and your marketing, promotion, offering for sale, or selling any Products through the Walmart.com Marketplace. Upon Walmart.com’s request, you will promptly provide Walmart.com with (i) certificates of authenticity (or similar documentation) for Products, (ii) documentation (e.g. email verifications from the brand owner or supplier) showing that you have a legal right to sell the Products through the Walmart.com Sites, (iii) documentation (e.g. email verifications from applicable rights holders) showing that you are licensed or otherwise have a right to use any Retailer Product Content (as defined below), and (iv) any other information or documentation requested by Walmart.com.

(c) U.S. Only. You will only offer Products for sale on the Walmart.com Sites that may legally be sold and shipped in all U.S. states.

(d) Legal Right to Sell. You may sell a Product on Walmart.com through the Marketplace Program if you are an authorized reseller of that Product, or purchased or otherwise legally acquired that Product from an authorized reseller of that Product, or otherwise have a legal right to sell that Product. Rev 072522 CONFIDENTIAL

(e) Product Authenticity. You may only sell Products through the Marketplace Program that are authentic. You will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. You may not (and you represent and warrant that you will not) list any Product or Retailer Product Content on the Walmart.com Sites or through the Marketplace Program that is counterfeit, illegal, stolen, or fraudulent, or infringes any third-party “Intellectual Property Rights” (meaning any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property or proprietary right), or that you otherwise do not have the right to sell. All information you provide about the Product will be accurate, current, and complete and not misleading, deceptive, or fraudulent in any way.

(f) Prohibited or Restricted Listings. Walmart.com, in its sole discretion, may remove (but does not have the affirmatively obligation) listings or Retailer Product Content, or prohibit you or ask you to refrain from listing any Products or providing any Retailer Product Content. In addition, Walmart.com may remove your listings in its sole discretion in response to notices of alleged copyright infringement, trademark misappropriation, or other Intellectual Property Rights or other claims. If Walmart.com requests that you remove Products or Retailer Product Content from the Walmart.com Sites, you will make commercially reasonable efforts to remove the Products or Retailer Product Content within 24 hours of such request so that the Products and related Retailer Product Content no longer appear on the Walmart.com Sites. You will not list or include such removed Products or Retailer Product Content on the Walmart.com Sites at any time unless their inclusion is specifically authorized by Walmart.com in writing. 3. Retailer Product Content and Retailer Trademarks You may provide, link to, or opt into certain product information and any related media, materials, links, images, and other content (together, the “Retailer Product Content”) in connection with this Agreement. You represent and warrant that all Retailer Product Content you provide, link to, or opt into is truthful and accurate and is in compliance with all Retailer Policies and that you will not use Retailer Product Content to redirect end users of the Walmart.com Sites to any other sales channels. You hereby grant Walmart.com and its affiliates, and its service providers and marketing partners, a non-exclusive, royalty-free, perpetual, sublicensable, irrevocable right and license (a) to publish, reproduce, display, distribute, transmit and otherwise use Retailer’s name, trademarks, service marks, and logos (“Retailer Marks”), and (b) to publish and perform, reproduce, distribute, transmit, display, modify, create derivative works of, and otherwise use and commercially exploit all Retailer Product Content, in each case in connection with the Walmart.com Marketplace Program (including without limitation advertising, marketing and promoting the Products, other products, or the Marketplace Program through the Walmart.com Sites, third party websites, e-mail, social media or any other medium). Walmart.com and its affiliates may permit Customers, other users of the Walmart.com Sites, and other third parties to share and post Retailer Product Content on their websites, applications, and social media outlets. You acknowledge and agree that Walmart.com assumes no responsibility or liability for any Retailer Product Content (including, but not limited to, no responsibility for reviewing or policing such Retailer Product Content or any third party’s use of such Retailer Product Content), and you are solely responsible for the use of your use of the Retailer Product Content.

4. Required Product Information

(a) Retailer Product Content. In order to list a Product for sale on the Walmart.com Sites, you must provide all requested Retailer Product Content. You must also provide Walmart.com with all Rev 072522 CONFIDENTIAL

warnings or disclaimers required to be posted with respect to the Products. If the Product fits into a category that is subject to specific product guidelines, you may be required to provide additional Retailer Product Content and/or documentation or certifications for those types of Products. Additionally, Retailer Product Content provided by you to Walmart.com for the Walmart.com Sites must be of at least the same level of quality as the highest quality information displayed or used on the Retailer Site or any other online sales channel for Retailer’s Products and provides users of the Walmart.com Sites with at least as much product information, images and other content as the information provided on the Retailer Site or any other online sales channel for Retailer’s Products.

(b) Inventory Feed. You will (i) use commercially reasonable efforts to timely provide Walmart.com with an error-free updated inventory feed for those Products where inventory levels have changed since the last inventory feed provided for such Product, and (ii) provide Walmart.com with a daily inventory feed for all Products.

(c) No Unlicensed Content. If you do not have but need a license from the brand owner or supplier to use certain content related to a Product, do not provide that content to Walmart.com. 5. Referral Fees and Payment

(a) Referral Fees. Walmart.com will earn a referral fee equal to a percentage of the gross sales proceeds from the sale of Products (i) including all shipping and handling, gift wrap, and other charges and (ii) excluding only those taxes separately stated and charged (the “Referral Fee Percentage”) from each Product sale through the Walmart.com Site (the “Referral Fee”) as further set forth in the Referral Fee Schedule. Walmart.com will remit to you the total amount it collects from the sale of Retailer’s Products, less the Referral Fee, for Products shipped in each 14-day period within 7 days of the end of such 14-day period except as otherwise provided for herein.

(b) Payment. At Walmart.com’s option, all payments to your bank account will be remitted through an Automated Clearing House system. We may offset any amounts that are payable by you to us against any payments we may make to you, or collect payment from you by any other lawful means. We will impose an initial holding period as a security requirement before funds will be disbursed for new sellers. If Walmart.com concludes that your actions or performance in connection with this Agreement may result in customer disputes, chargebacks, violations of Retailer Policies, risks to Walmart.com or third parties, or other claims, then Walmart.com may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement pending completion of any investigation(s) regarding your actions or performance in connection with this Agreement. If Walmart.com determines that your account has been used to engage in fraudulent, deceptive or illegal activity or repeated violation of Retailer Policies, we may permanently withhold payments to you in our sole discretion. As a security measure, Walmart.com may, but is not required to, impose transaction limits on you or some or all Customers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time.

(c) Set Off. Further, Walmart.com may recoup, set off, or credit against amounts payable to you all present and future indebtedness of you to Walmart.com arising from this or any other transaction with you or any of your affiliates whether or not related to this Agreement. Walmart.com may also establish a reserve or place a hold on your account. 6. Purchase/Order Processing, Fulfillment, and Shipping Rev 072522 CONFIDENTIAL

(a) Order Process. All transactions with Customers are between you and the Customer, and you will be the seller of record. Customers will place orders (the “Orders”) using the Walmart.com checkout system and Walmart.com will collect all proceeds from such transactions on your behalf. You hereby authorize Walmart.com as your authorized agent to accept payment from Customers for remittance to you for the Products, and as such when a Customer pays Walmart.com, it shall be construed as if the Customer will be paying you. The Customer shall never be at risk of loss of funds upon payment to Walmart.com on your behalf. Walmart.com will electronically transmit to you the Order information that Walmart.com determines is necessary to fulfill each Order (the “Transaction Information”). Walmart.com will send an automated email message to each Customer confirming receipt of an Order.

(b) Order Fulfillment. Once Walmart.com has transmitted an Order to you, you will, at your own expense, be solely responsible for, and bear all liability for, the fulfillment of the Order, including without limitation, packaging and shipping Products and customer service. If you cannot fulfill the entire quantity of a purchase order (“PO”) line in an Order, then you will cancel that PO line, fulfill all other lines in the Order and promptly notify Walmart.com of such cancellation. If the Order consists of one PO line that you cannot fulfill the entire quantity for, then you will cancel the entire Order and promptly notify Walmart.com. In the event that you have opted into receive the WFS Services as set forth in Article III below, such obligations set forth within this Section shall not apply to the limited extent such obligations are otherwise covered by the WFS Services as set forth in Article III below.

(c) Shipping Options. You are responsible for properly specifying shipping options for all Products through the Walmart.com Tool as requested by Walmart.com. You will provide Walmart.com with the shipping, handling, and any other charges for each Product required by the Walmart.com Tool, separate from the purchase price. You will not enable shipping in the Walmart.com Tool for any Product in any region where the sale of such Product violates any Retailer Policy or applicable Law. In the event that you have opted into receive the WFS Services as set forth in Article III below, such obligations set forth within this Section shall not apply to the limited extent such obligations are otherwise covered by the WFS Services as set forth in Article III below.

(d) Shipping Process. You will be responsible for shipping all Products purchased by Customers in accordance with the Shipping Methods and Timing Policy. You will be responsible for all shipping charges and for any costs or charges related to shipping-related problems, including without limitation, damaged or lost Products, late shipments or misdelivery. You will be solely liable for all costs related to any duplicate or inaccurate shipments based upon your retransmission of Order files through any Walmart.com Tool. Packaging for Products may not contain any Retailer marketing materials, and emails sent by you to Customers in connection with an Order will not contain any marketing materials or links to any Retailer or third party website, except for links to shipping websites that permit the Customer to track shipment of their Order. In the event that you have opted into receive the WFS Services as set forth in Article III below, such obligations set forth within this Section shall not apply to the limited extent such obligations are otherwise covered by the WFS Services as set forth in Article III below.

(e) Shipping Status Reports. Orders not timely shipped in accordance with the Shipping Methods and Timing Policy may be automatically cancelled by Walmart.com and you will be solely liable and responsible for all Product costs and shipping costs associated with such cancelled Order and you forfeit any claims for any payments of Referral Fee otherwise payable under this Agreement related to such cancelled Orders. In the event that you have opted into receive the WFS Services as set forth in Article III below, such obligations set forth within this Section shall not apply to the limited extent such obligations are otherwise covered by the WFS Services as set forth in Article III below. Rev 072522 CONFIDENTIAL

(f) Risk of Fraud or Loss. Please note that, although Walmart.com will bear the risk of credit card fraud occurring in connection with an Order, you will bear all other risk of fraud or loss and all costs related thereto. For all credit card chargebacks for which you bear the risk, Walmart.com will offset such chargeback amounts against amounts otherwise owed you, or send you an invoice and you will pay such invoice within 30 days of receipt. However, notwithstanding the foregoing, Walmart.com will not bear the risk of credit card fraud in connection with any Product that is not shipped by you to the shipping address specified in the Transaction Information provided by Walmart.com, and you will be responsible for all costs related to such credit card fraud under these circumstances. 7. Price Adjustments; Cancellations, Returns, Refunds, and Recalls

(a) Price Adjustments. In the event that you include a mistake or error in connection with a Product sold on the Walmart Marketplace, upon receipt of an Order, at Walmart.com’s discretion, you may be required to honor such mistake or error and provide the Product to the Customer.

(b) Return Logistics and Cancellations. Except as otherwise provided for in Article III, in the event that you participate in WFS Services, you are solely responsible for processing all Customer cancellations, returns, refunds and/or customer service price adjustments. You will stop and/or cancel any Order if requested by Walmart.com; provided that, if you have transferred Products to a shipper, you will use commercially reasonable efforts to stop and or cancel delivery by the shipper. In the event that you participate in the WFS Services, the parties acknowledge and agree that WFS Services shall govern Customer cancellations and returns.

(c) Improper Returns and Abandonment. You represent and warrant that you shall include and keep updated with Walmart.com a proper and valid return address for Customer to return Products. In the event that your Products are returned to Walmart.com or a third party, you acknowledge and agree that such Products shall be considered abandoned by you, and Walmart shall have sole discretion to handle the disposition of your Products. You will pay any and all costs incurred by Walmart.com and third parties who improperly receive your Products.

(d) Return Policy. Your return and refund policies for Products sold through the Walmart.com Sites will be no less favorable to Customers than your most favorable policies offered on your website (“Retailer Site”) for such Products and must comply with the Returns Policy.

(e) Refunds. You will be responsible for all non-cash refunds (e.g., store credit, gift cards and exchanges). If you determine a Customer is due a cash refund (e.g., via a refund to the Customer’s credit card, debit card, or other form of original payment), you will notify Walmart.com through Seller Center and include other related information requested by Walmart.com. For cash refunds, Walmart.com will provide the refund to the Customer via the Customer’s original payment method (e.g., credit or debit card), if possible. You will be responsible for reimbursing Walmart for any cash refunds or adjustments Walmart.com makes to a Customer and Walmart.com, in its sole discretion, will obtain reimbursement from you either (i) via offset of any amounts payable by Walmart.com to you or (ii) by billing you for such amounts.

(f) Recalls. Walmart.com will have no responsibility or liability for any recalls of Products sold through the Walmart.com Sites. You are solely responsible for any non-conformity or defect in, or any public or private recall, or any safety alert of Retailer’s Products. You will promptly remove any recalled Products from the Walmart.com Sites by unpublishing or retiring the Product through the Walmart.com Tool. You will notify Walmart.com by e-mail at ********************@*****.***-****.*** of all Product Rev 072522 CONFIDENTIAL

recalls within 24 hours of becoming aware of the recall and will promptly provide Walmart.com with all information reasonably requested regarding the recall. 8. Customer Service

(a) Obligations. You will be responsible for all customer service, except for issues related to payment as otherwise outlined herein. In performing such customer service, you will always represent yourself as a separate entity from Walmart.com. You will not disparage Walmart.com or its affiliates or its or their products or services when performing customer service obligations or any other obligation under this Agreement. If you monitor or record customer service calls, you must give notice of such monitoring or recording to all Customers during each such call prior to providing any customer service in accordance with applicable Law.

(b) Adjustments. Walmart.com reserves the right to provide a customer service adjustment

(not to exceed the total amount paid by such Customer in connection with the Products, including without limitation, taxes and gift wrapping and shipping fees) to a Customer that Walmart.com reasonably determines has not been dealt with correctly by your customer service in accordance with the Customer Care Requirements Policy and offset such amounts against amounts otherwise owed you or by billing you for such amounts.

9. Reporting and Audit Rights

(a) Reporting. You will, within a reasonable period of time (not to exceed 30 days) following request from Walmart.com, provide Walmart.com with any reports, information or other documentation relating to your compliance with this Agreement and applicable Law reasonably requested by Walmart.com. In the event Walmart.com requests that you provide Walmart.com with copies of reports that you were required to file with the Consumer Product Safety Commission or any other regulatory agency, you will provide such reports within 7 days of Walmart.com's written request.

(b) Audit Rights. You will keep accurate and complete books, records, product testing, compliance information and records, and accounts related to your Products, the Marketplace Program transactions and this Agreement, and will allow Walmart.com, or its duly authorized representative, the right, upon not less than 5 business days prior written notice, during the term of this Agreement and for two (2) years after its termination or expiration to conduct, during regular business hours, full and independent audits and investigations of all information, books, records, product testing, compliance information and records, and accounts reasonably required by Walmart.com to confirm your compliance with the terms of this Agreement and applicable Law. The cost of any and all audits shall be borne by you. Further, upon Walmart.com’s sole discretion, Walmart.com may require you to submit your Products to additional audit and compliance testing which shall be at your sole cost and expense. 10. Ownership and Use Rights

(a) Ownership of Walmart.com Marketplace. Walmart.com, its affiliates, and their service providers and licensors retain all right, title and interest (including all Intellectual Property Rights) in and to (i) the Walmart.com Marketplace, the Walmart.com Sites, the Walmart.com Tools, and the Walmart.com Services and (ii) any of their Confidential Information (as defined herein). Except for a limited right for you to access the Walmart.com Sites and Walmart.com Tools made available to you in accordance with and subject to all the terms and conditions of this Agreement, Walmart.com, its affiliates, and their service providers and licensors, as applicable, retain all rights in the foregoing and grant no other Rev 072522 CONFIDENTIAL

rights or licenses (whether by implication, estoppel, or otherwise) under any of their Intellectual Property Rights under or in connection with this Agreement.

(b) Ownership of Transaction Information. Walmart.com owns (and you hereby assign to Walmart.com) all Transaction Information and all other information relating to Orders or Products, including, but not limited to, information that is entered into a Walmart.com Tool, information that is created as a result of a transaction, and ratings and reviews provided by Customers. All such information is subject to the Walmart.com Privacy Policy and any additional privacy guidelines posted by Walmart.com on Seller Center.

(c) Use of Transaction Information. You may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of the Agreement and the Walmart.com Privacy Policy, and applicable Law. You will not (i) disclose or convey any Transaction Information to any third party (except as necessary for you to perform your obligations under the Agreement); (ii) use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Customer to make an alternative or additional purchase; (iv) target communications of any kind on the basis of the intended recipient being a Walmart.com user; or (v) use any information about Walmart.com Customers gained through the Marketplace Program to directly solicit such Walmart.com Customers through any other sales channels. The foregoing does not prevent you from using information you gathered independent of the Marketplace Program; provided that, you do not target communications on the basis of the intended recipient being a Walmart.com user.

(d) Ratings and Reviews. Walmart.com may use mechanisms that rate or review, or allow shoppers to rate or review, your Products and your performance as a seller and Walmart.com may make these ratings publicly available. Walmart.com will have no liability to you for the content or accuracy of any ratings or reviews, and Walmart.com will have no liability or responsibility to review or moderate such ratings or reviews. You will have no ownership interest in or license to use any rating or reviews posted on the Walmart.com Sites.

(e) Suggestions and Feedback. If you provide or make available suggestions, comments, ideas, improvements or other feedback or

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