ShroomSpy Vendor Agreement

This Vendor Agreement (“Agreement”) is entered into by and between ShroomSpy, a corporation organized under the laws of Delaware, with its principal place of business at 1500 Anise Dr, Austin, TX 78741 (“ShroomSpy,” “we,” “us,” or “our”), and you, the individual or entity agreeing to these terms (“Vendor,” “you,” or “your”).

This Agreement governs your participation as a vendor on the ShroomSpy Platform, an online marketplace for mushroom-related products. By registering as a vendor or listing products, you agree to be bound by this Agreement. The effective date is the date you accept these terms or begin using the Platform (“Effective Date”).

1. Vendor Eligibility and Account

1.1 Eligibility

You must be at least 18 years old and legally capable of entering into this Agreement. You must also create and maintain an active Vendor Account, providing complete and accurate information.

1.2 Account Responsibility

You are responsible for safeguarding your login credentials and all activities under your account. Report any unauthorized use immediately.

1.3 Approval

ShroomSpy reserves the right to approve, suspend, or terminate your account at our discretion, particularly for policy or legal violations.

2. Vendor Obligations

2.1 Product Listings

You may list mushroom-related products for sale. You are fully responsible for the accuracy, legality, and quality of your listings and content ("Vendor Content").

2.2 Prohibited Products

Do not list:

• Illegal substances, including psilocybin mushrooms.
• Counterfeit or infringing items.
• Products violating ShroomSpy’s policies, which may be updated periodically.

2.3 Legal Compliance

Vendors must comply with all applicable laws regarding product sales, labeling, shipping, and safety regulations.

2.4 Customer Service

You are solely responsible for:

• Order fulfillment
• Customer communication
• Returns, refunds, and dispute resolution

2.5 Honest Representations

Your listings must truthfully describe the product’s condition, origin, and intended use.

3. ShroomSpy’s Role and Rights

3.1 Platform Services

ShroomSpy provides the Platform to facilitate transactions but is not a party to sales contracts or responsible for your products.

3.2 Fees and Payments

Vendors agree to pay all applicable listing, transaction, or commission fees as stated in the current fee schedule. ShroomSpy remits payments less applicable fees on a regular payout schedule.

3.3 Content Removal Rights

We reserve the right to remove or suspend listings that violate policies, law, or user experience standards.

3.4 Policy Changes

We may update this Agreement and related policies. Continued use of the Platform indicates acceptance of updates.

4. Intellectual Property

4.1 Vendor Content License

You grant ShroomSpy a non-exclusive, royalty-free, perpetual license to use your Vendor Content for platform operations and promotion.

4.2 ShroomSpy Intellectual Property

All ShroomSpy branding, content, and platform IP (excluding Vendor Content) remain our exclusive property. You may not use our marks without permission.

5. Limitation of Liability

5.1 No Warranty

The Platform is provided “as is,” without guarantees regarding uptime, performance, or outcomes.

5.2 Vendor Accountability

ShroomSpy is not responsible for:

• Product defects
• Customer disputes
• Legal infractions related to your listings

5.3 Liability Cap

Our total liability is capped at the total fees paid by you to ShroomSpy in the past 12 months.

6. Indemnification

You agree to indemnify and hold harmless ShroomSpy and its team from any claims, losses, or legal actions arising from:

• Breach of this Agreement
• Your products or conduct
• IP infringement or legal violations

7. Termination

7.1 Termination by Either Party

Either party may terminate this Agreement with 30 days’ written notice.

7.2 Termination for Cause

We may immediately suspend or terminate your account for violations of this Agreement or illegal conduct.

7.3 Post-Termination

You must complete all pending orders and stop using the Platform. We may withhold final payouts to address any unresolved disputes.

8. Dispute Resolution

8.1 Governing Law

This Agreement is governed by the laws of Delaware.

8.2 Arbitration

Disputes shall be resolved via binding arbitration in Delaware under AAA rules, unless injunctive relief is necessary.

8.3 Legal Venue

If arbitration is unavailable, all legal proceedings must occur in Delaware courts.

9. Miscellaneous

9.1 Independent Contractor

You are an independent contractor, not an employee or agent of ShroomSpy.

9.2 Entire Agreement

This Agreement supersedes all previous understandings between the parties.

9.3 Severability

If any part of this Agreement is unenforceable, the rest remains valid.

9.4 Notices

All notices must be sent to legal@shroomspy.com or your Vendor Account email address.