Effective January 1, 2020

Merchant Terms of Service and Agreement

Please read these Merchant terms of service and agreement (“terms of service,” “Terms” or

“Agreement”) carefully before using the website, applications and services offered by Ursa Nova

Corporation with the trade name of Ursa, (“URSA,” “we,” and “us”) to you, the Merchant

(“Partner,” “Vendor”, “Brand”, “Client”, “Seller”, “Merchant,” “You, “Your”) . This agreement

sets forth the legally binding terms and conditions for your use as a Merchant of our website(s),

services or applications, including, without limitation, the website at www.shopursanova.com

and app offered under the name Ursa Nova Corporation, and the websites and apps offered by us

(collectively, the “Services”).

By registering for or otherwise using the Services in any manner, including but not limited to

visiting or browsing the Services, you agree to be bound by these Terms, including those

additional terms and conditions and policies referenced herein and/or published or made

available by URSA.

Please note that Section 9, contains an arbitration clause and class action waiver. By

agreeing to the Terms, you agree to resolve all disputes through binding individual

arbitration, which means that you waive any right to have those disputes decided by a

judge or jury, and that you waive your right to participate in class actions, class

arbitrations, or representative actions. Please read Section 9 carefully.

1. URSA is a Marketplace

You understand and agree that URSA is a marketplace and as such is not responsible or liable for

any content, data, text, information, usernames, graphics, images, photographs, profiles, audio,

video, items, products, listings, links or information posted by you, other Merchants or outside

parties on URSA. You use the Services at your own risk.

To the fullest extent permitted by law, you and your Affiliates (defined below) waive claims

related to, and agree that URSA and URSA’s Affiliates, including any of their officers, directors,

employees, consultants or agents, are not responsible for (a) any statements, guarantees, services

in this agreement, and expected transactions, including Merchantability, applying to particular

purposes or any implied warranties; (b) implied warranties based on the transaction process, the

performance of the contract or trading practices course of dealing; or (c) any duties,

responsibilities, rights, claims or tort reliefs, whether or not they are due to URSA’s negligence.

“Affiliate”“ shall mean, with respect to any entity, any other entity that directly or indirectly

controls, is controlled by, or is under common control with that entity.

If you have disputes with any third party over any product, offering or interaction over the

Services, you agree not to make any claim of any kind or nature against URSA or its Affiliates,

no matter whether such claims, requirements or compensation of damages are known, ensured or

released.

2. Membership Eligibility

Age: URSA's Services are available only to, and may only be used by, individuals who are at

least 18 years and who can form legally binding contracts under applicable law. You represent

and warrant that you are at least 18 years old and that all registration information you submit is

accurate and truthful. URSA may, in its sole discretion, refuse to offer access to or use of the

Service to any person or entity or change its eligibility criteria at any time. This provision is void

where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Individuals under the age of 18 or who cannot form legally binding contracts must at all times

use the Services only in conjunction with and under the supervision of a parent or legal guardian

who is at least 18 years of age. In this case, the adult is the Merchant and is responsible for any

and all activities.

Compliance: You agree to comply with all applicable laws regarding online conduct and

acceptable content. Except as set forth in Paragraphs 15 and 16 herein, you are responsible for all

applicable taxes. In addition, you must abide by URSA's policies stated in these Terms each of

this may be updated by URSA from time to time in its sole discretion without notice to you:

As a legal person, you represent, warrant, promise and guarantee that during the period of

registration and agreement: (a) you are legally established in accordance with applicable law,

validly existing and in good operation; (b) you have all the necessary legal qualifications, rights,

capabilities and authorities to sign this agreement, fulfill duties accordingly and grant rights,

licensing and authority required by this agreement, and have the permissions, approvals and

licenses required by your business and the sale of the items in the relevant countries; (c) you and

your affiliates will comply with all laws to fulfill your rights and duties in this agreement; (d)

when offering any items for sale through the Services, you are in full compliance with all

legislation, statutes, regulations and other enactments having the force of law and all industry

codes, policies or guidelines and any applicable direction, statement of practice, policy, rule or

order given by a regulator which apply from time to time in the country from which or to which

the items are sold and/or offered (“Applicable Laws and Regulations”); (e) you shall maintain

such records as are necessary pursuant to such Applicable Laws and Regulations and shall

promptly on request make them available for inspection by any relevant authority that is entitled

to inspect them; (f) you shall monitor any changes in the Applicable Laws and Regulations

which may impact the sale of the items through the Services; (g) you shall directly notify URSA

by email and in writing of any investigation and potential claim that are instigated by any

regulator in relation to the items offered through the Services; (h) you shall promptly remove any

and all offerings of items from the Services whenever these infringe the Applicable Laws and

Regulations, become otherwise prohibited in the relevant countries, and/or when these are

included in (an updated version of) the Merchant Policies ; and (i) you and your financial

institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or

restricted parties or owned or controlled by such a party, including but not limited to the lists

maintained by the United Nations Security Council, the US Government (e.g., the US

Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list

and the US Department of Commerce’s Entity List), the European Union or its member states, or

other applicable government authority.

Additionally, should you register an account, make purchases or otherwise use our Services in a

capacity other than as a Merchant, seller or distributor (e.g., as a purchasing consumer and/or

retail customer), you agree to be bound by URSA’s Terms of Use and those Terms of Use shall

govern such conduct.

Modifications to Terms and Policies:

We may modify any of the terms and conditions contained in this Agreement (or in any policy or

guideline published by URSA) at any time and in our sole discretion. Any modifications will be

effective upon the posting of a new set of terms on or within our Services (which we may do

with or without notice to you). In some cases, we may notify you before or after such a change,

including without limitation on any of our websites or in any Merchant policy or other document,

or by sending you an e-mail or other notification of such modifications. You are responsible for

reviewing these locations and informing yourself of all applicable modifications, changes or

notices.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO

DISCONTINUE YOUR USE OF THE SERVICES. YOUR CONTINUED USE OF THE

SERVICES FOLLOWING OUR POSTING OF A MODIFICATION (REGARDLESS OF

WHETHER WE NOTIFY YOU OF SUCH MODIFICATION IN ADVANCE), WILL

CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.

Password & Account Security: Keep your password secure. You are fully responsible for all

activity, liability and damage resulting from your failure to maintain password confidentiality.

You agree to immediately notify URSA of any unauthorized use of your password or any breach

of security of your account. You also agree that URSA cannot and will not be liable for any loss

or damage arising from your failure to keep your password secure or any breach of security of

your account. You agree not to provide your username and password information in combination

to any other party other than URSA without URSA's express written permission.

Account Information: You must keep your account information up-to-date and accurate at all

times, including a valid name, address, phone number and email address. To sell items on URSA

you must provide and maintain valid payment information such as a valid PayPal account. You

authorize us (and will provide us documentation evidencing your authorization upon our request)

to verify your information (including any updated information), to obtain credit reports about

you from time to time, to obtain credit authorizations from the issuer of your credit card, and to

charge your credit card or debit your bank account for any sums payable by you to us (in

reimbursement or otherwise). You also agree to provide URSA any additional information or

authorizations as may be necessary for URSA to provide the Services under this Agreement. All

payments to you will be remitted to your bank account through a banking network or by other

means specified by us. Depending on the payment method you choose, you may be required to

provide a valid United States tax identification number via Form W-9 or proof of residency

outside the United States via Form W-8BEN/W-8BEN-E.

Account Transfer: You may not transfer or sell your URSA Merchant account and username to

another party. If you are registering as a business entity, you personally guarantee that you have

the authority to bind the entity to these Terms.

Right to Refuse Service: URSA reserves the right, in URSA's sole discretion, to cancel

unconfirmed or inactive accounts and/or to refuse to offer the Services to you, for any (or no)

reason and at any time.

3. Product Listing

3.1 Information provided during product upload must be accurate

If a Merchant provides inaccurate information about product they are listing, the product could

be removed and the account could face penalties or suspension.

3.2 Counterfeit products are strictly prohibited on URSA

Listing counterfeit products on URSA is not tolerated. If a Merchant lists counterfeit products for

sale, the products will be removed and their account will face penalties and possible suspension.

3.3 Products and listings may not infringe on the intellectual property of others

Products and listings may not infringe on the intellectual property of others. This includes, but is

not limited to: copyright, trademarks, and patents. Merchants are responsible for ensuring that

their products and listings do not infringe and are encouraged to do an IP clearance check before

listing products. If a Merchant repeatedly lists products that infringe on others’ intellectual

property, the products will be removed and their account will face potential penalties and/or be

suspended.

If a Merchant continues to repeatedly infringes on the intellectual property rights of others, their

account is at risk of higher penalties, suspension and/or termination.

Effective January 1, 2020, the penalty can only be disputed and approved within 90 days from

when the penalty was created. If the penalty dispute is not approved within the 90 day period

from when the penalty was created, the penalty will not be reversed.

3.4 Product listings may not refer users off of URSA

If a Merchant lists a product which encourages customers to leave URSA or contact a store

outside of URSA, the product will be removed and the account risks suspension.

3.5 Listing duplicate products is prohibited

Listing the same product multiple times is prohibited. Products of the same size should be listed

as one product. Duplicate products should not be uploaded. If a Merchant uploads duplicate

products the products will be removed and the account risks suspension.

3.6 Modifying a product listing from its original product to a new product is forbidden

If a Merchant changes a product listing into a new product, the product will be removed and the

account will be at risk of suspension

Effective January 1, 2020, the penalty can only be disputed and approved within 90 days from

when the penalty was created. If the penalty dispute is not approved within the 90 day period

from when the penalty was created, the penalty will not be reversed.

Addendum: Effective January 1, 2020 8PM Pacific Time, if a Merchant changes a product listing

into a new product, the product will be removed and the account will be at risk of suspension.

4. Fees and Payment

Fees:

You, the Seller, understand and acknowledge that you will be charges fees set at URSA’s own discretion.

Except as set forth in Paragraphs 15 and 16 herein, you are responsible for paying all fees and

applicable taxes associated with using and selling on URSA. Unless otherwise stated, all fees

are quoted in US Dollars (USD).

URSA has the full right to change fee structure, increase fees etc. at any time throughout the

course of the relationship. We will alert you to any changes via email, however it is your sole

responsibility to be aware of any changes.

The Merchant also may incur fees through the use of various payment providers or processors.

Any such payment provider or processor fees will be determined by any agreement the Merchant

may have with a payment provider or processor, and URSA is not responsible for reviewing,

advising on, or paying any such fees.

The Merchant agrees to pay URSA’s reasonable expenses, including attorneys’ fees and

collection expenses, incurred in enforcing its rights under the Agreement.

5. Payment:

5.1 Payments:

URSA may make payments to you, in connection with your use of the Services, as

communicated to you by URSA.

Payment by URSA to you is considered made and complete upon transmission by URSA, of the

payment amount owed to you, to the payment method you have selected (e.g., PayEco, AllPay,

Payoneer, PayPal, Bill.com, PingPong, or others as may be added or removed from time to time)

irrespective of your receipt of payment from the payment provider or processor. Each payment

provider or processor may have its own terms of use or other legal requirements, and URSA does

not guarantee and is not responsible for any services provided by such payment provider or

processor (including, without limitation, any remittance of payment, security protocols or

obligations to the Merchant, accurate and timely disbUrsal of payments to the Merchant,

nonavailbility of services, etc., of such payment provider or processor). Risk of loss and

nonpayment from the payment provider or processor remains with you as the Merchant.

In addition to the above, URSA may unilaterally elect to delay the remittance and withhold the

amounts payable to Merchants, or any other payment due under the terms of this Agreement or

its policy on Fees and Payments, until such time as URSA receives confirmation of product

delivery. Transactions for which URSA cannot confirm delivery may be ineligible for payment.

In the event that URSA elects to remit an amount to you before the eligible payment date for

such amount through a discretionary advance or advance made through your payment processor

or provider (hereinafter a “Discretionary Advance”), URSA may reduce Merchant’s payment

eligibility by the amount of the Discretionary Advance either immediately or as soon thereafter

as reasonably practicable.

Moreover, If URSA determines that your actions or performance may result in returns,

chargebacks, claims, disputes, violations of our terms or policies, or other risks to URSA or third

parties, then URSA may in its sole discretion withhold any payments to you for as long as URSA

determines any related risks to URSA or third parties persist. For any amounts that we determine

you owe us, we may (a) charge your account or any payment instrument you provide to us; (b)

offset any amounts that are payable by you to us (in reimbursement or otherwise) against any

payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to

us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to you;

or (e) collect payment or reimbursement from you by any other lawful means. If we determine

that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to

violate our policies, then we may in our sole discretion permanently withhold any payments to

you. In addition, we may require that you pay other amounts to secure the performance of your

obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes,

violations of our terms or policies, or other risks to URSA or third parties. These amounts may

be refundable or nonrefundable in the manner we determine, and failure to comply with terms of

this Agreement, including any applicable policies, may result in their forfeiture.

5.2 Disbursements

URSA generally will disburse payments to merchants for their eligible transactions twice per

month- with the exception of automatic payments via PayPal. This disbursal schedule may

change, at URSA’s reasonable discretion, if (a) the merchant is not in compliance with the Terms

of Service or these Fees and Payment policies, (b) the merchant changes its payment provider

during a payment cycle, (c) the merchant is involved in a third-party claim, legal proceeding, or

governmental inquiry related to the merchant’s use of the Services, (d) URSA reasonably

suspects that the merchant account has security vulnerabilities, has been hacked, or otherwise has

been compromised, or (e) URSA has communicated a different disbursal schedule to the

merchant. Upon making a payment disbursal to the merchant, it may take 5 - 7 business days for

the funds to arrive in your merchant or your provider’s account.

Merchants' account balances available for disbursal are estimates based, in part, on certain

information made available to URSA. URSA cannot guarantee that the disbursal amount made to

the merchant will be identical to the amount visible to the merchant displayed as its account

balance within its account, and URSA shall not be liable for any discrepancy between these two

amounts.

5.3 Payment Eligibility

An order is eligible for payment as soon as the tracking carrier confirms the order as delivered or

5 days after the customer confirms delivery. Your shipped transactions will be eligible for

payment. Without limiting any other remedies, URSA may unilaterally decide to delay the

remittance and withhold any amount payable to you until receiving the confirmation of delivery.

Transactions that cannot be confirmed as shipped either by your tracking data or through our

internal systems may be ineligible for payment. URSA will pay you for your eligible transactions

twice per month.

6. Listing and Selling

6.1 Listing Description: By listing an item on the Services you warrant that you and all aspects

of the item comply with URSA's terms and published policies. You also warrant that you may

legally sell the item in all locations that you list your item for sale. You must accurately describe

your item and all terms of sale in your URSA shop. Your listings may only include text

descriptions, graphics, pictures and other content relevant to the sale of that item. All items must

be listed in an appropriate category with appropriate tags. Each listing must accurately and

completely describe the item/items for sale in that listing. If the “in stock” quantity is more than

one, all items in that listing must be identical.

6.2 Shop Policies (Shipping, Returns, Fulfillment et al): You may outline shop policies for

your URSA shop. These policies may include, for example, shipping, fulfillment, returns, and

selling policies. You must create reasonable policies in good faith and must abide by such

policies. All shop policies must comply with URSA's policies. You are responsible for enforcing

your own shop policies. In the event of conflict between your shop policies and the Terms, the

Terms shall control as it relates to your use of the Services. Customers (“Buyers”) are to refer to

your shipping, returns, fulfillment policies. You take sole responsibility do not hold URSA

responsible for any and all discrepancies that result in issues with shipping, returns, fulfillment,

payment et al between You and the Buyer.

6.3 Fulfillment: All orders must be fulfilled in no more than 7 day. If an order is not fulfilled in

7 days, it will be refunded and the associated product may be disabled. If a Merchant has an

extremely high number of orders refunded, their account will be suspended. Auto-refund ratio is

the number of orders automatically refunded over the number of orders received. If this ratio is

extremely high, the account will be suspended. If a Merchant's fulfillment rate is extremely low,

their account will be suspended. Fulfillment rate is the number of orders fulfilled over the

number of orders received. If this rate is extremely low, their account will be suspended. Orders

that are fulfilled with fake tracking numbers will be penalized. If an order is fulfilled using a fake

tracking number, the Merchant may be subject to penalties. Violating orders that are marked

shipped or have modified tracking the penalty amount issued will reflect order value plus $500.

Order value is defined as 'quantity * (Merchant price + Merchant shipping)'.The penalty can only

be disputed and approved within 90 days from when the penalty was created. If the penalty

dispute is not approved within the 90 day period from when the penalty was created, the penalty

will not be reversed. Orders that are fulfilled deceptively are subject to decreased impressions for

your store and a penalty of $10,000* per incident.

6.4 Binding Sale: All sales are binding. You are obligated to ship the applicable order in a

prompt manner after a sale is made over the Services or you otherwise complete the transaction

with the applicable buyer. The cost arising from not completing orders in time shall be

undertaken by you.

Third-Party Service Providers: To the extent you use any third party to assist or facilitate any

portion of your use of the Services, including without limitation your listings, sales, fulfillment,

system notifications or changes, customer support or other functions, you agree that you shall be

responsible for and URSA shall not be liable for any acts, conduct, errors, omissions, losses,

claims or other issues resulting from your use of such third party’s services.

6.5 Fee Avoidance: The price stated in each item listing description must be an accurate

representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the

costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or

otherwise avoid fees. You may not do anything intended to or having the effect of avoiding any

fees due to URSA, or otherwise intended to violate these Terms, including without limitation,

altering the item's price after a sale, misrepresenting the item's location, or using another

Merchant's account without permission.

6.6 Nonconformity, Defects or Other Issues with Items: You are also responsible for any

nonconformity, defects, faulty products in, or any recall (public or private, voluntary or

mandatory) of, as well as any other safety concerns related to, the items you list for sale. You

will notify URSA as soon as you become aware of any recall related to your items.

If we determine that the performance of your obligations under this Agreement may result in

returns, claims, disputes, violations of our terms or policies, or cause any other risks to URSA,

its users or other third parties, then URSA (at its sole discretion) may mitigate such risks,

including, without limitation, by issuing customer refunds, issuing penalties, withholding,

offsetting or retaining amounts otherwise due to you, suspending your account or taking any

other actions URSA deems appropriate for so long as URSA (in its sole discretion) believes your

items might pose continued risks to URSA, its customers or other third parties.

If you offer a product for sale through our Services that requires a warning under California

Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide in

your listing such warning in the manner compliant with applicable law, (b) agree that our display

of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that

warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the

prior warning is no longer legally required.

7. Prohibited, Questionable and Infringing Items and Activities

You are solely responsible for your conduct and activities on or relating to the Services and any

and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video,

products, items, listings, and links that you submit, post or display on the Services (collectively,

“Content”).

Your Content, use of (or activity on) the Services, and products sold over the Services shall not:

a. Be false, inaccurate or misleading;

b. Be obscene or contain unwarranted pornography, nudity, or adult material;

c. Contain or transmit any code of a destructive nature that may damage, detrimentally

interfere with, surreptitiously intercept or expropriate any system, data or personal

information;

d. Contain images that are not part of a product listing;

e. Infringe upon any third-party's copyright, patent, trademark, trade secret or other

proprietary or intellectual property rights or rights of publicity or privacy; such prohibited

behavior includes (without limitation): 1) selling or displaying items portraying the

likeness of a celebrity (including portraits, pictures, names, signatures and autographs); 2)

selling or displaying items bearing a third-party brand or trademark that you are not

authorized to display in such manner or 3) selling any pirated video or recording;

f. List any item on URSA (or consummate any transaction), link directly or indirectly to,

reference or contain descriptions of goods or services that (i) are prohibited under these

Terms, URSA’s Terms of Use, the Merchant Policies or are prohibited in any other

policy documents as posted by URSA; (ii) are prohibited in any of the countries in which

the items are offered for sale; or (iii) could cause URSA to violate any applicable law,

statute, ordinance or regulation, or that violates this Terms or any document incorporated

therein;

g. Violate these Terms, the policies referenced herein, the policies of app stores where

URSA’s apps are available (including Google Play and the Apple App Store) or any

applicable law, statute, ordinance or regulation (including, but not limited to, those

governing export control, consumer protection, unfair competition, anti-discrimination or

false advertising);

h. Involve the sale of items that have been identified by the U.S. Consumer Products Safety

Commission (CPSC) or any other regulator that has jurisdiction in the countries in which

the items are offered as hazardous to consumers and therefore subject to a recall;

i. Be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or

intimidate any person (including URSA staff or other Merchants), or falsely state or

otherwise misrepresent your affiliation with any person, through for example, the use of

similar email address, nicknames, or creation of false account(s) or any other method or

device;

j. Decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code

or underlying ideas or information of or relating to the Services;

k. “Crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services

through any means;

l. Violate the security of any computer network, or crack any passwords or security

encryption codes;

m. Modify, adapt or hack the Services or modify another website so as to falsely imply that

it is associated with URSA;

n. Post fraudulent, inaccurate or misleading reviews of Merchants or items (and instead

shall always disclose all information a reasonable shopper would want to know about

your review, including whether you were provided any compensation or other benefit to

write your review);

o. Solicit business for, direct sales to, or promote any website, service, or entity outside of

the Services; or

p. Violate any export, import or trade control laws, regulations or orders applicable to the

export, re-export, transfer, import, sale or use of Products sold under this Agreement

(collectively, “Trade Control Laws”). Without limiting the foregoing, you shall not sell,

transfer, export or re-export to, or otherwise provide Products under this Agreement,

directly or indirectly, (i) to any country (or national or government thereof), state,

territory, or region, that is subject to sanctions measures issued or adopted from time to

time by U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)

(currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) or any other

applicable sanctions, including the sanctions laws of any other country with jurisdiction

over Merchant (collectively, “Sanctions”); (ii) to any person to whom delivery is

prohibited under Trade Control Laws or Sanctions, including, without limitation, to any

person or entity identified on (A) the Denied Persons List as maintained by the U.S.

Department of Commerce Bureau of Industry and Security or (B) the list of Specially

Designated Nationals and Blocked Persons as maintained by OFAC, or (iii) for any end-

use prohibited under Trade Control Laws or Sanctions, including, without limitation, for

any missile, chemical weapons or nuclear end uses).

If URSA determines in its sole discretion, suspects, or is informed that you are selling goods or

engaging in acts in violation of the foregoing prohibited activities (including, without limitation,

selling goods that are counterfeit, illegal, or violate third-party rights) then, without limiting any

of URSA’s rights under these Terms or at law, URSA may in its sole discretion suspend, freeze,

terminate or restrict your selling privileges, issue penalties against you, cause payments to you to

be withheld or forfeit or take any other actions as URSA may deem to be appropriate or as may

be required by law.

8. Content

License: You hereby grant URSA a royalty-free, non-exclusive, worldwide, perpetual,

sublicensable (through multiple tiers), irrevocable right and license to use, reproduce, perform,

display, distribute, adapt, modify, excerpt, analyze, re-format, create derivative works of, and

otherwise commercially or non-commercially exploit in any manner your Content in any

medium or in any format and for any purpose, including, without limitation, for the advertising,

marketing, or promotion of URSA or the Services. For the sake of clarity, nothing in the Terms

will prevent or impair our right to use your Content without your consent to the extent that such

use is allowable without a license from you or your Affiliates under applicable law (e.g., fair use

under United States copyright law, referential use under trademark law, or valid license from a

third party).

Reposting Content: By posting Content on URSA, it is possible for an outside website or a third

party to repost that Content. You agree to indemnify, defend and hold URSA harmless for any

dispute relating to this use.

Privacy, Legal Requirements, Protection of URSA and Others:

When you use the Services, such as when you fulfill a purchase, you may obtain personal

information from or about a URSA user (“User Data”). Your use of User Data shall comply with

applicable data protection law, including without limitation Europe’s General Data Protection

Regulation. Unless you obtain a valid consent from the individuals described by User Data, you

shall only use User Data in connection with the corresponding transaction with such user (e.g.

shipping and fulfillment) or as necessary to meet your statutory legal requirements, such as tax

and reporting requirements. You shall employ reasonable and appropriate measures to safeguard

User Data from misuse, loss, destruction or unauthorized access or use. You acknowledge and

agree that if URSA determines in good faith that additional agreements are necessary for

compliance with applicable data protection law, you will promptly review and accept such

agreements or cease using the Services or applicable portions thereof, such as sales into the

European Union.

Without limiting the foregoing, without express opt-in consent from the user, you shall not add

any URSA user to your email or physical mail list, and shall not upload, access or use tracking

technologies (such as browser cookies, web beacons or flash cookies) as part of any item listing.

URSA does not assume any responsibilities for disputes between you and your customers for

using customer information without authorization.

Furthermore, you acknowledge and agree that your own personal information will be collected

and used as described in URSA's Privacy Policy. URSA reserves the right to access, read,

preserve, and disclose any Content or other information that URSA in good faith believes is

necessary to comply with law or court order; respond to legal, regulatory, or commercial claims;

enforce or apply URSA’s policies, guidelines or other agreements; or protect the rights, property,

or safety of URSA, its employees, users, or others. In connection with your use of the Services,

and subject to the above, you understand and agree that URSA may disclose certain information

about you to suppliers, consumers, regulators or other third-parties, including without limitation

your:

• Name

• Email Address

• Payment Method or Financial Account Information

• Shipping Address

• Phone Number

• Social network account credentials

• Sales Information

• URSA identifications or usernames

9. Arbitration and Class Action Waiver

ARBITRATION:

PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION

(“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE

MOST DISPUTES WITH URSA AND MAY SIGNIFICANTLY AFFECT YOUR LEGAL

RIGHTS.

YOU AND URSA AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING

OUT OF, OR RELATING TO YOUR USE OF URSA, TO ANY PRODUCTS OR SERVICES

SOLD OR DISTRIBUTED BY OR THROUGH URSA, TO THESE TERMS, OR TO THE

CONTENT, AND/OR USER SUBMISSION (PUBLIC, PERSONAL AND/OR LIMITED

AUDIENCE) ON URSA SHALL BE RESOLVED ONLY BY FINAL AND BINDING,

BILATERAL ARBITRATION, subject to the exceptions below.

You and URSA agree that these Terms affect interstate commerce and the Federal Arbitration

Act, 9 U.S.C. § 1, et seq., and federal arbitration law apply to this agreement and govern all

questions as to whether a dispute is subject to arbitration.

“Disputes” shall include, but are not limited to, any claims or controversies between you and

URSA against each other related in any way to or arising out of in any way from the Service, the

Content, Submissions (Public, Personal, and/or Limited Audience), including but not limited to

sales, returns, refunds, cancellations, defects, policies, privacy, advertising, or any

communications between you and URSA, even if the claim arises after you or URSA has

terminated the Services or a user account. Disputes also include, but are not limited to, claims

that: (a) you bring against our employees, agents, affiliates, or other representatives; or (b) that

URSA brings against you. Disputes also include, but are not limited to, (i) claims in any way

related to or arising out of any aspect of the relationship between you and URSA, whether based

in contract, tort, statute, fraud, warranty, misrepresentation, advertising claims, or any other legal

theory; (ii) claims that arose before these Terms or out of a prior set of Terms with URSA; (iii)

claims that are subject to on-going litigation where you are not a party or a class member; and/or

(iv) claims that arise after the termination of these Terms.

Initial Dispute Resolution

Most disputes can be resolved without resorting to arbitration. In the event of a dispute, you and

URSA each agree to first provide the other a written notice (“Notice of Dispute”), which shall

contain: (a) a written description of the problem and relevant documents and supporting

information; (b) a statement of the specific relief sought; and (c) the contact information of the

party giving it. A Notice of Dispute must be sent to: General Counsel, Ursa Nova Corporation

emailed at legal@shopUrsanova.com. URSA will provide a Notice of Dispute to you via the

email address associated with your URSA User ID, Merchant ID, or other information provided

to URSA by you.

You and URSA agree to use their best efforts to resolve the Dispute through consultation with

one another, and good faith negotiations shall be a condition to either party initiating a lawsuit or

arbitration. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice

of Dispute, you or URSA may commence an arbitration proceeding.

Notwithstanding the foregoing, disputes concerning patents, copyrights, moral rights,

trademarks, and trade secrets and claims of piracy or unauthorized use of the Services shall not

be subject to arbitration, and the notice and good faith negotiation required by this paragraph

shall not apply to these types of disputes.

Binding Arbitration Process and Procedure

Except as provided herein, if we cannot resolve a dispute informally: (1) if you reside in the

United States, any dispute will be resolved only by binding arbitration to be held in the county in

which you reside or any other location agreed upon between you and URSA in writing; and (2) if

you reside outside the United States, you understand and agree that arbitration shall be initiated

in Los Angeles, California. URSA and you further agree to submit to the personal jurisdiction of

any state or federal court in Los Angeles, California to compel arbitration, stay proceedings

pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the

arbitrator. The parties agree to cooperate regarding the enforcement of any arbitration judgment

rendered in accordance with this Agreement, including in connection with the enforcement of

such judgment in any country outside the United States as applicable.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing

your claim to General Counsel, Ursa Nova Corporation 29013 Catherwood Ct. Agoura Hills, CA

91301. The arbitration will be conducted by a single arbitrator. Disputes involving claims and

counterclaims with an amount in controversy under $250,000, not inclusive of attorneys' fees and

interest, shall be subject to JAMS' most current version of the Streamlined Arbitration Rules and

procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ ; all other claims

shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and

Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/ . JAMS's

rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is

not available to arbitrate, the parties will select an alternative arbitral forum. If there is a conflict

between the JAMS Rules (or the rules of the alternative arbitral forum selected by the parties)

and the rules set forth in this Agreement, the rules set forth in this Agreement will

govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY

TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant

to your state’s law.

http://www.jamsadr.com/rules-streamlined-arbitration/

http://www.jamsadr.com/rules-comprehensive-arbitration/

www.jamsadr.com

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, URSA will pay

the additional cost. URSA shall also bear the cost of any arbitration fees, unless the arbitrator

finds your claims, defenses, or other fee-generating activity to be asserted or conducted for an

improper purpose or frivolous. You are responsible for all other additional costs that you may

incur in the arbitration including, without limitation, attorney’s fees and expert witness costs

unless URSA is specifically required to pay such fees under applicable law.

If URSA’s or your claim is solely for monetary relief of $10,000 or less and does not include a

request for any type of equitable remedy, the party bringing the claim may choose whether the

arbitration of the claim will be conducted through a telephonic hearing, or by an in-person

hearing under the JAMS Rules, solely based on documents submitted to the arbitrator.

You or URSA may choose to pursue a claim in small claims court with jurisdiction and venue

over you if URSA otherwise qualifies for such small claims court and the claim does not include

a request for any type of equitable relief. However, if you decide to pursue a claim in small

claims court, you agree to still provide URSA with advance notice by email to

legal@shopUrsanova.com. These Terms and this Arbitration Agreement do not prevent you from

bringing your Dispute to the attention of any federal, state, or local government agency. Such

agencies can, if the law allows, seek relief against URSA on your behalf.

Authority of Arbitrator

The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to

resolve any dispute related to the interpretation, applicability, enforceability or formation of this

Arbitration Agreement including, but not limited to any claim that all or any part of this

Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if

any, of you and URSA. The arbitration proceeding will not be consolidated with any other

matters or joined with any other proceedings or parties. The arbitrator shall have the authority to

grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the

authority to award monetary damages and to grant any non-monetary remedy or relief available

to an individual under applicable law, the arbitral forum's rules, and these Terms (including the

Arbitration Agreement). The arbitrator shall issue a written award and statement of decision

describing the essential findings and conclusions on which any award (or decision not to render

an award) is based, including the calculation of any damages awarded. The arbitrator shall follow

the applicable law. The arbitrator has the same authority to award relief on an individual basis

that a judge in a court of law would have. The award of the arbitrator is final and binding upon

you and us.

Waiver of Jury Trial

YOU AND URSA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY

RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED

HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and URSA are

instead electing that all covered claims and disputes shall be resolved by arbitration under this

Arbitration Agreement, except as specified in above. An arbitrator can award on an individual

basis the same damages and relief as a court and must follow these Terms as a court would.

However, there is no judge or jury in arbitration, and court review of an arbitration award is

subject to very limited review.

30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely

written notice of your decision to opt out to the following address: By email to

legal@shopUrsanova.com, within 30 days after first becoming subject to this Arbitration

Agreement. Your notice must include your name and address, your URSA User ID (if any),

URSA Merchant ID, the email address you used to set up your URSA account (if you have one),

and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of

this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.

Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that

you may currently have with us, or may enter into in the future with us.

Parents, Subsidiaries, Affiliates

This Arbitration Agreement will also apply to any claims asserted by you against any present or

future parent, subsidiary, or Affiliate of URSA, or any employee, officer, director, or investor of

URSA, and to any claims asserted by any of them against you, to the extent that any such claims

arise out of or relate to these Terms (such as with respect to their validity or enforceability), the

Services, any person’s access to and/or use of the Services, and/or the provision of content,

products, services, and/or technology on or through the Services.

Changes to This Section

URSA will provide thirty (30) days' notice of any changes to this section by posting on the

URSA Services, sending you a message, or otherwise notifying you when you are logged into

your account. Amendments will become effective thirty (30) days after they are posted on the

URSA website or sent to you.

Changes to this section will otherwise apply prospectively only to claims arising after the

thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This

Section” is not enforceable or valid, then this subsection shall be severed from the sections

entitled “Arbitration” and “Class Waiver” and the court or arbitrator shall apply the first

Arbitration and Class Action Waiver sections in existence after you began using the Services.

Severability

Subject to the section entitled “Waiver of Class or Consolidated Actions,” if any part or parts of

this Arbitration Agreement are found under the law to be invalid or unenforceable, then such

specific part or parts shall be of no force and effect and shall be severed and the remainder of the

Arbitration Agreement shall continue in full force and effect.

Survival of Arbitration Agreement

This Arbitration Agreement will survive the termination or expiration of these Terms or your

relationship with URSA.

WAIVER OF CLASS OR CONSOLIDATED ACTIONS:

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT

YOUR LEGAL RIGHTS.

URSA and you agree that any dispute will be brought in an individual capacity, and not on

behalf of, or as part of, any purported class, consolidated, or representative proceeding. URSA

and you further agree to not participate in any consolidated, class, or representative proceeding

(existing or future) brought by any third party arising out of or relating to any dispute with a third

party.

The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and

cannot preside over any consolidated, class or representative proceeding (unless we agree

otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only

impact the person or entity that brought the claim, not other URSA users, and cannot be used to

decide other disputes with other users.

If any court or arbitrator determines that the class/consolidated/representative action waiver set

forth in this section is void or unenforceable for any reason or that arbitration can proceed on a

class, consolidated, or representative basis, then the disputes, claims, or controversies will not be

subject to arbitration and must be litigated in federal court located in Los Angeles, California, or

in another forum as agreed upon between you and URSA in writing.

If any clause within this Waiver of Class or Consolidated Actions Section is found to be illegal

or unenforceable, that specific clause will be severed from this section, and the remainder of its

provisions will be given full force and effect.

This Waiver of Class or Consolidated Actions Section will also apply to any claims asserted by

you against any present or future parent, subsidiary or Affiliate of URSA, or any employee,

officer, director, or investor of URSA, and to any claims asserted by any of them against you, to

the extent that any such claims is a dispute.

This Waiver of Class or Consolidated Actions Section shall survive any termination of your

account or the Services.

URSA may try to help you resolve disputes with third parties. URSA does so in URSA's sole

discretion, and URSA has no obligation to resolve disputes between you and other users or

between you and outside parties.

In the event that you have a dispute with one or more other users or other outside parties, you

release URSA, its officers, employees, agents, and successors from claims, demands, and

damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or

undisclosed, arising out of or in any way related to such disputes and/or our Services.

Release

IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY DO WAIVE

CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE

DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,

WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS

SETTLEMENT WITH THE DEBTOR.” IF YOU ARE NOT A CALIFORNIA RESIDENT,

YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE

SIMILAR TO SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION

OF YOUR RESIDENCE.

If URSA has posted or provided a translation of the English language version of the Terms, you

agree that the translation is provided for convenience only and that the English language version

will govern your uses of the Services or the Sites.

10. URSA's Intellectual Property

The materials displayed or performed or available on or through the Services, including, but not

limited to, text, graphics, data, articles, photos, images, illustrations, user submissions, and so

forth are protected by copyright and/or other intellectual property laws. You promise to abide by

all copyright notices, trademark rules, information, and restrictions contained in such content you

access through the Services, and you won’t use, copy, reproduce, modify, create derivative

works from, translate, publish, broadcast, transmit, distribute, perform, upload, display, license,

sell or otherwise exploit for any purpose any content not owned by you, (i) without the prior

consent of the owner of that content or (ii) in a way that violates someone else’s (including

URSA’s) rights.

11. Access and Interference

Much of the information on URSA is updated on a real-time basis and is proprietary or is

licensed to URSA by URSA's Merchants or third-parties. You agree that you will not use any

robot, spider, scraper or other automated means to access URSA for any purpose whatsoever,

except to the extent expressly permitted by and in compliance with these Terms, without URSA's

prior express written permission. Additionally, you agree that you will not:

• Take any action that imposes, or may impose, in URSA's sole discretion, an unreasonable

or disproportionately large load on URSA's infrastructure; or

• Interfere or attempt to interfere with the proper working of the Services or any activities

conducted on the Services.

12. Breach

Without limiting any other remedies, URSA may, without notice, and without refunding any

fees, delay or immediately remove Content, warn URSA's community of your actions, issue a

warning to you, restrict your selling privileges, prohibit your access to the Services, temporarily

or indefinitely suspend or freeze your account privileges, terminate your account, issue penalties

against you, cause payments to you to be withheld or forfeit, take any other actions as may be

required by law, and/or take technical and legal steps to keep you off the Services if: you breach

these Terms (including, without limitation, any terms or policies incorporated herein); URSA is

unable to verify or authenticate any of your personal information or Content; or URSA believes

that you are acting inconsistently with the letter or spirit of URSA's policies, have engaged in

improper or fraudulent activity in connection with URSA or your actions may cause legal

liability or financial loss to URSA or other Merchants using the Services.

13. Warranty Disclaimer

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, ALL SERVICES ARE

PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS, WITHOUT ANY

WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, URSA (FOR ITSELF

AND ITS AFFILIATES AND LICENSORS) EXPRESSLY DISCLAIMS ALL WARRANTIES,

REPRESENTATIONS, AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR

IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE,

MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR

NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED

OR ERROR-FREE. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR

WRITTEN) OBTAINED BY YOU FROM URSA SHALL CREATE ANY WARRANTY.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF

THE SERVICES AND THAT ANY INFORMATION YOU SEND OR RECEIVE DURING

YOUR USE OF THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED

OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES. YOU AGREE THAT, TO

THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, URSA IS NOT

RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT

RESULTS FROM ANY MATERIALS YOU ACCESS OR DOWNLOAD FROM THE

SERVICES.

IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE

SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR

ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR

INFORMATION.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED

WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING

DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND

YOU MIGHT HAVE ADDITIONAL RIGHTS.

14. Liability Limit

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO

CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT

LIMITATION, TORT, CONTRACT, WARRANTY, STRICT LIABILITY, OR OTHERWISE)

SHALL URSA (OR ITS AFFILIATES OR LICENSORS) BE LIABLE TO YOU OR TO ANY

OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL

DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF

GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE

OR MALFUNCTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES

OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF URSA, ITS

AFFILIATES OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF

THOSE COSTS OR DAMAGES.

THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY

ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION,

INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION,

COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE,

NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT,

DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF,

ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT URSA SHALL NOT BE

LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY

USER OF THE SERVICES.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT

URSA IS LIABLE TO YOU EXCEED (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO

URSA IN CONNECTION WITH THE SERVICES IN THE THREE (3) MONTH PERIOD

PRECEDING THIS APPLICABLE CLAIM.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL

ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN URSA AND YOU.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED

WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF

THESE LAWS APPLY TO YOU DESPITE THE “GOVERNING LAW” SECTION OF

THESE TERMS, THE ABOVE APPLIES ONLY TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW.

15. Indemnity

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU RELEASE US

AND AGREE TO INDEMNIFY, DEFEND AND HOLD URSA, ITS AFFILIATES,

OFFICERS, AGENTS, EMPLOYEES, AND PARTNERS HARMLESS FROM AND

AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND

CONSEQUENTIAL), LOSSES AND EXPENSES (INCLUDING ATTORNEYS’ FEES)

ARISING FROM OR IN ANY WAY RELATED (A) YOUR ACTUAL OR ALLEGED

BREACH OF ANY OBLIGATIONS IN THIS AGREEMENT; (B) YOUR PRODUCTS,

SERVICES OR CONTENT, INCLUDING, WITHOUT LIMITATION, ANY ACTUAL OR

ALLEGED INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY

RIGHTS, VIOLATION OF ANY PRIVACY RIGHT OR THIRD-PARTY AGREEMENT,

VIOLATION OF ANY APPLICABLE LAWS, RULES, OR REGULATIONS, PERSONAL

INJURY, DEATH OR PROPERTY DAMAGE RELATED THERETO; (C) YOUR USE OF

THE SERVICES (INCLUDING ANY ACTIONS TAKEN BY A THIRD PARTY USING

YOUR ACCOUNT); AND (D) YOUR TAXES (AS DEFINED BELOW). YOU WILL USE

COUNSEL REASONABLY SATISFACTORY TO US TO DEFEND EACH INDEMNIFIED

CLAIM. IF AT ANY TIME WE REASONABLY DETERMINE THAT ANY INDEMNIFIED

CLAIM MIGHT ADVERSELY AFFECT US, WE MAY TAKE CONTROL OF THE

DEFENSE AT OUR EXPENSE. YOU MAY NOT CONSENT TO THE ENTRY OF ANY

JUDGMENT OR ENTER INTO ANY SETTLEMENT OF A CLAIM WITHOUT OUR PRIOR

WRITTEN CONSENT.

“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export,

value added, consumption, and other taxes, regulatory fees, levies (specifically including

environmental levies), or charges and duties assessed, incurred, or required to be collected or

paid for any reason in connection with your use of the Services, any advertisement, offer or sale

of products, services or Content by you on or through or in connection with the Services. This

defined term also means any of the types of taxes, duties, levies, or fees mentioned above that are

imposed on or collectible by URSA or any of its Affiliates in connection with or as a result of

fulfillment services including the storage of inventory or packaging of products, services or

Content and other materials owned by you and stored by URSA, shipping, or other actions by

URSA. “Your Taxes,” however, does not include any taxes collected and remitted by URSA as

disclosed in the Tax Policy.

16. Insurance

If requested by URSA, then within thirty (30) days thereafter, you will maintain at your expense

throughout the remainder of the Term general commercial, umbrella or excess liability insurance

with the limits per occurrence and in aggregate requested by us covering liabilities caused by or

occurring in conjunction with the operation of your business, including products,

products/completed operations and bodily injury, with policy(ies) naming URSA and its

Affiliates and assignees as additional insureds. At our request, you will provide to us certificates

of insurance for the coverage.

17. Taxes; Legal Compliance

As between the parties, you will be responsible for the collection, reporting, and payment of any

and all of Your Taxes, except to the extent that URSA chooses or is required to calculate, collect,

and remit taxes according to applicable law.

Notwithstanding or limiting in any way the foregoing, you shall comply with all applicable

domestic and international laws, statutes, ordinances and regulations regarding your use of any

Service and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In

addition, you will be responsible for paying, withholding, filing, and reporting all taxes, duties,

and other governmental assessments associated with your activity in connection with the

Services, provided that the URSA may, in its sole discretion, do any of the foregoing on your

behalf or for itself as it sees fit.

18. Customs Duty and Indirect Taxes

In an effort to remain compliant with respective consumer legislations, we strongly encourage

you to maintain good standing with respect to customs and indirect taxes, where applicable.

Due to separate and applicable tax jurisdictions, purchases may be subject to specific sales,

customs duty, goods and services taxes (GST) or value-added taxes (VAT), and the shipping

time and associated cost may increase.

In an effort to maintain compliance with U.S. or international tax law, URSA may require you to

provide a valid indirect tax registration number to sell on our marketplace, and you may be

required to remit indirect taxes as the result of conducting business. As a result, we strongly

encourage you to consult your own tax experts and register for indirect taxes based on your acts

and circumstances.

You agree that you are responsible for all indirect tax collection and payment among all parties

of this agreement, unless URSA chooses to collect and remit tax as disclosed.

19. Severability

If any provision of these Terms is held unenforceable, then such provision will be modified to

reflect the parties' intention. All remaining provisions of these Terms shall remain in full force

and effect.

20. Survival

Provisions that, by their nature, should survive termination of these Terms shall survive

termination. By way of example, all of the following will survive termination: any obligation you

have to pay us or indemnify us, any limitations on our liability, any terms regarding URSA’s

ownership or intellectual property rights or any terms regarding disputes between us. The failure

of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any

further rights hereunder.

21. Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-

exported or transmitted, any commodities, software or technology to any country, individual,

corporation, organization, or entity to which such export, re-export, or transmission is restricted

or prohibited, including any country, individual, corporation, organization, or entity under

sanctions or embargoes administered by the United Nations, US Departments of State, Treasury

or Commerce, the European Union, or any other applicable government authority.

22. Confidentiality

During the course of your use of the Services, you may receive information relating to us or to

the Services that is not known to the general public (“Confidential Information”). You agree that:

(a) all Confidential Information will remain URSA's exclusive property; (b) you will use

Confidential Information only as is reasonably necessary for your participation in the Services;

(c) you will not otherwise disclose Confidential Information to any other person or entity; and

(d) you will take all reasonable measures to protect the Confidential Information against any use

or disclosure that is not expressly permitted in this Agreement. You may not issue any press

release or make any public statement related to the Services, or use our name, trademarks, or

logo, in any way (including in promotional material) without our advance written permission, or

misrepresent or embellish the relationship between us in any way.

23. Use of URSA Transaction Information

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any URSA

Transaction Information (defined below), except that you may disclose that information solely as

necessary for you to perform your obligations under this Agreement if you ensure that every

recipient uses the information only for that purpose and complies with the restrictions applicable

to you related to that information; (b) use any URSA Transaction Information for any marketing

or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your

privacy policies or applicable Law; (c) contact a person or entity that has ordered your product,

service or Content with the intent to collect any amounts in connection therewith or to influence

that person or entity to make an alternative transaction; (d) disparage us, our Affiliates, or any of

their or our respective products or services or any customer; or (e) target communications of any

kind on the basis of the intended recipient being an URSA user. In addition, you may only use

tools and methods that we designate to communicate with URSA users regarding transactions,

including for the purpose of scheduling, communicating, or cancelling the fulfillment of

products, services or Content. “URSA Transaction Information” means, collectively, order

information and any other data or information acquired by you or your Affiliates from URSA, its

Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this

Agreement, or the parties' performance under this Agreement.

24. Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this

Agreement by reasons, events or other matters beyond our reasonable control. For purposes of

this Agreement, a “Force Majeure Event” refers to the occurrence of unforeseeable and/or

unavoidable circumstances beyond URSA’s reasonable control, including, but not limited to the

following: a strike, lockout or other labor dispute, disease, war, act of God, natural disaster,

terrorism, public health emergency of international concern as defined by the World Health

Organization, quarantine or other event or circumstance outside of URSA’s reasonable control

that could make URSA’s performance commercially impractical. Additionally, a “Force Majeure

Event” may also include developments in foreseeable events that occur either before or after the

applicable Insertion Order is signed (for instance, delay, worsening, or changes to foreseeable

events) that make URSA’s performance commercially impractical or unreasonably burdensome.

In light of a Force Majeure Event, URSA may either terminate the applicable Agreement and/or

Insertion Orders, or propose a new schedule of delivery dates for outstanding media and events

covered in the applicable Insertion Order.

25. Relationship of Parties

You and URSA are independent contractors, and nothing in this Agreement will create any

partnership, joint venture, agency, franchise, sales representative, or employment relationship

between us. You will have no authority to make or accept any offers or representations on

URSA’s behalf. This Agreement will not create an exclusive relationship between you and

URSA. Nothing expressed or mentioned in or implied from this Agreement is intended or will be

construed to give to any person other than the parties to this Agreement any legal or equitable

right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the

representations, warranties, covenants, conditions, and provisions in this Agreement are intended

to be and are for the sole and exclusive benefit of URSA, you, and customers. As between you

and URSA, you will be solely responsible for all obligations associated with the use of any third

party service or feature that you permit us to use on your behalf, including compliance with any

applicable terms of use. You will not make any statement, whether on your site or otherwise, that

would contradict anything in this section.

26. Electronic Communications

You agree to receive communications from URSA electronically, such as emails, texts, mobile

push notices, or notices and message on the Services, and to retain copies of these

communications for your records. You agree that all terms and conditions, agreements, notices,

disclosures, and other communications and documents that URSA provides to you electronically

will have the same legal effect that such communications or documents would have if they were

set forth in “writing.”

27. Assignment

You agree that URSA may assign all of its rights and duties under this Agreement to an Affiliate

of URSA, and in such event, URSA will notify you of such assignment by email or other written

notification. You may not assign any of your rights and duties under this Agreement to any other

party without the prior express written consent of URSA.

28. Choice of Law

These Terms are governed by and will be construed under the laws of the State of California,

without regard to the conflicts of laws provisions thereof.

29. Customer Support

29.1 If a store has an extremely high refund rate, its account will be suspended

Refund rate is the number of orders refunded over the total number of orders received during a

time period. If this rate is extremely high, a store will be suspended. A refund rate of less than

5% is normal.

29.2 If a store has an extremely high chargeback ratio, its account will be suspended

Chargeback ratio is the number of orders which were charged back over the total number of

orders received during a time period. If this ratio is extremely high, a store will be suspended. A

chargeback ratio of less than 0.5% is normal.

29.3 Customer abuse is not tolerated

Abusive behavior and language towards URSA customers is strictly prohibited and will not be

tolerated.

29.4 Asking a customer to pay outside of URSA is prohibited

If a merchant asks a customer to pay them outside of URSA, their account will be suspended.

29.5 Directing a customer off URSA is prohibited

If a merchant directs a customer off URSA, their account is at risk of suspension and/or a

penalty.

29.6 Asking a customer for personal information is prohibited

If a merchant asks a customer for personal information such as payment information, email, etc,

their account will be suspended.

29.7 Customer support issues are handled by URSA

URSA is the first point of contact in receiving customer support issues.

30. Refunds

30.1 Orders are not eligible for payment if a refund is issued before the order is confirmed

shipped

If an order is refunded before the order is confirmed shipped, the order is not eligible for

payment. To be eligible for payment the order must be confirmed shipped on URSA before the

refund occurred.

Merchants are allowed to dispute these refunds.

30.2 Any order refunded by the merchant is not eligible for payment

If an order is refunded by the merchant, the merchant will not be paid for the order.

Merchants are not allowed to dispute these refunds.

30.3 Merchant is responsible for 100% of any refund on orders without valid or accurate

tracking information

If an order has invalid, inaccurate or missing tracking information, the merchant is responsible

for 100% of the cost of a refund on that order.

If these refunds are for orders to Sweden, merchants cannot dispute these refunds.

Otherwise, merchants are allowed to dispute these refunds.

30.4 Merchant is responsible for 100% of any refund on an order which is confirmed

fulfilled late

If the confirmed fulfillment date was 5 days or more after purchase, the merchant is responsible

for 100% of the cost of a refund on that order.

Merchants are allowed to dispute these refunds.

30.5 Merchant is responsible for 100% of any refund on an order with excessively delayed

delivery

If a refund occurs because an order is not confirmed delivered by X days after the order is

placed, the merchant is responsible for 100% of the cost of the refund. Click below to see X for

each destination.

Merchants are allowed to dispute these refunds.

30.6 Merchant is responsible for 100% of any refund due to a size issue

If a refund occurs due a customer sizing issue, the merchant is responsible for 100% of the cost

of the refund.

Merchants are allowed to dispute these refunds.

30.7 Merchant is responsible for 100% of any refund on an order that the merchant

engaged in fraudulent activity

If a merchant is in engaging in fraudulent activity, or circumventing revenue share they are

responsible for 100% of the cost of any refund on the fraudulent orders.

Merchants are allowed to dispute these refunds.

30.8 Merchant is responsible for 100% of any refund for items arriving damaged

If a refund occurs because the item arrived damaged, the merchant is responsible for 100% of the

cost of the refund.

Merchants are allowed to dispute these refunds.

30.9 If a refund occurs because the item does not match the product listing, the merchant is

responsible for 100% of the cost of the refund.

Note: Product images should depict the product being sold accurately. Contradictions between

the product image and product description could result in item does not match product listing

refunds.

Merchants are allowed to dispute these refunds.

30.10 If an account is suspended, the store is responsible for 100% of any refund

If a refund occurs while the merchant account is suspended, the merchant is responsible for

100% of the cost of the refund.

Merchants are not allowed to dispute these refunds.

30.11 Merchant is responsible for 100% of any refund for products with an extremely high

refund ratio

Merchants will receive an infraction for each product with an extremely high refund ratio. The

merchant is responsible for 100% of the cost of refund for all orders for the product going

forward and retroactively up to the last payment. Refund ratio is the number of orders refunded

over the total number of orders received during a time period. A refund ratio of less than 5% is

acceptable.

Depending on the refund ratio, products may be removed from URSA. Products that have a high

refund ratio and are not removed from URSA are re-evaluated periodically. If the product is

found to have a low refund ratio, the merchant will no longer be responsible for 100% of refunds

due to this policy.

Merchants are not allowed to dispute these refunds.

30.12 Merchant is responsible for 100% of any refund for products that are marked as

counterfeit

Selling counterfeit products is prohibited on URSA. Products that infringe on intellectual

property are removed and merchants are responsible for 100% of the cost of refunds for the

products.

Merchants are allowed to dispute these refunds through the counterfeit infraction.

30.13 Merchant is responsible for 100% of any refund for items that are sent to the wrong

address

If a refund occurs because the item was sent to the wrong address, the merchant is responsible

for 100% of the cost of refund.

Merchants are allowed to dispute these refunds.

30.14 Merchant is responsible for 100% of any refund for items that are shipped

incompletely

If a refund occurs because the order shipped was incomplete, the merchant is responsible for

100% of the cost of refund. Incomplete order is an order where the merchant did not ship the

correct quantity of items or did not ship all parts of an item.

Merchants are allowed to dispute these refunds.

30.15 Merchant is responsible for 100% of any refund for items that are returned to sender

If delivery fails and carrier returns item to sender, the merchant is responsible for 100% of the

cost of refund.

Merchants are allowed to dispute these refunds.

30.16 Merchant is responsible for 100% of any refund for products with low ratings

Merchants will receive an infraction for each product with an extremely low rating average. The

merchant is responsible for 100% of the cost of refunds for all orders for the product going

forward and retroactively up to the last payment.

Depending on the average rating, products may be removed from URSA. Products that have a

low average rating and are not removed from URSA are re-evaluated periodically. If the product

is found to have a rating that is no longer low, then the merchant will no longer be responsible

for 100% of refunds due to this policy.

Merchants are not allowed to dispute these refunds.

30.17 Merchant is responsible for 100% of any refund for products not delivered to the

user

If an item's tracking is marked as delivered but the user did not receive the item, the merchant is

responsible for 100% of the cost of refunds.

Merchants are allowed to dispute these refunds.

30.18 Merchant is responsible for 100% of any refund for orders shipped with unaccepted

carriers

If an item is shipped with an unaccepted carrier, then the merchant is responsible for 100% of the

cost of refunds.

Merchants are not allowed to dispute these refunds.

30.19 Merchant is ineligible to receive payments from refunded orders if the store has a

high refund rate

If a merchant's store has a high refund rate, the merchant is responsible for 100% of the cost of

refunds for all orders going forward. Once the store's refund rate improves and is no longer high,

the merchant will be responsible for refunds as per standards.

Merchants are not allowed to dispute these refunds.

30.20 Merchant is responsible for 100% of any refund for products that are reported as

dangerous or illegal in certain countries

If a merchant lists products that are considered to be dangerous or illegal in a country in which

the products are sold, the merchant is responsible for 100% of the cost of refunds for all orders

from these specific countries.

Due to the nature of these policy violations, merchants may not dispute these refunds.

31. Account Suspensions

The Following Happens Upon Account Suspensions:

1. Account access is restricted

2. The Merchant's products are no longer for sale

3. The Merchant's payments are withheld 3 months

4. For severe violations, the Merchant's payments are withheld permanently

5. The Merchant is responsible for 100% of all refunds

Reasons an account could be suspended for include but not limited to the following:

1. Asking customers for their personal information

If a Merchant has asked customers for their personal information including email address, the

Merchant account is at risk of suspension.

2. Asking customers to send money

If a Merchant has requested a direct payment from the customer, the Merchant account is at risk

of suspension.

3. Providing inappropriate customer service

If a Merchant has provided inappropriate customer service, the Merchant account is at risk of

suspension.

4. Disingenuous to customer

If a Merchant is being disingenuous to customers, the Merchant account is at risk of suspension.

5. Asking customers to visit store outside of URSA

If a Merchant has asked customers to visit store outside of URSA, the Merchant account is at risk

of suspension.

6. Selling fake or counterfeit goods

If a Merchant is selling fake or counterfeit goods, the Merchant account is at risk of suspension.

7. Violated URSA Merchant policy

If a Merchant is taking advantage of policies URSA has set in place for their own profit, the

Merchant account is at risk of suspension.

8. Related account is suspended

If a Merchant is linked to another Merchant who's account is suspended, the Merchant account is

at risk of suspension.

9. High refund ratio

If a Merchant has a high refund ratio, the Merchant account is at risk of suspension.

10. High auto refund ratio

If a Merchant has a high auto refund ratio, the Merchant account is at risk of suspension.

11. High chargeback ratio

If a Merchant has an unacceptably high chargeback ratio, the Merchant account is at risk of

suspension.

12. Registered multiple accounts

If a Merchant has registered multiple accounts on URSA, the Merchant account is at risk of

suspension.

13. Using unconfirmed tracking numbers

If a Merchant has an unacceptably high number of tracking numbers that cannot be confirmed,

the Merchant account is at risk of suspension.

14. Sending empty packages to customers

If a Merchant is sending empty packages to customers, the Merchant account is at risk of

suspension.

15. Using fake tracking numbers

If a Merchant is using fake tracking numbers, the Merchant account is at risk of penalty or

suspension.

16. Sending packages to the wrong address

If a Merchant has an unacceptably high number of packages sent to the wrong address, the

Merchant account is at risk of suspension.

17. High Late Confirmed Fulfillment Rate

If a Merchant has an unacceptably high late confirmed fulfillment rate, the Merchant account is

at risk of suspension.

18. High Ratio of Prohibited Products and/or Fake Tracking Orders

If a Merchant has an unacceptably high percentage of orders from prohibited products and/or

orders shipped with fake tracking, their Merchant account is subject to suspension, withheld

payments, and decreased impressions for products. Prohibited products include but are not

limited to misleading products.

19. Merchant harassment of URSA employees or property

URSA takes the safety of URSA employees, offices, and/or properties very seriously. Any form

of harassment, threats, uninvited visits, refusal to leave URSA properties, or any such

inappropriate or unlawful behavior towards URSA employees, offices, or properties will be

penalized. If a Merchant is found to be engaged in these inappropriate behaviors, the Merchant’s

account payments will be withheld permanently and the Merchant will be penalized 10,000

USD* per incident.

29. Suggestions and Other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas,

improvements, or other feedback or materials to us (collectively, “Submissions”), URSA will

consider such Submissions to be non-confidential and non-proprietary. URSA shall have no

obligations concerning the Submissions, and URSA will be free to use, disclose, reproduce,

modify, license, transfer and otherwise distribute, and exploit any of the foregoing Submissions

in any manner, without any restriction or compensation to you. If we make suggestions on using

the Services, you are responsible for any actions you take based on our suggestions.

Ursa Nova Corporation

Al Jairazbhoy

Title: Founder & CEO

Accepted and Agreed to When Seller Signs Up and, or, Creates An Account On Ursa Nova’s

Website.