TERMS OF SERVICE

These Terms of Service (the “Agreement”) govern the use of our website, products, and services by Members (as defined below) and is the agreement between Wirchbench Networks, LLC (referred to in these Terms as “we,” “us,” or “our”) and the Member (as defined below, who may also be referred to as “you” throughout this document) who registers, accesses, and/or uses the Website (as defined below). You acknowledge that by clicking to agree to this Agreement, you are entering into a legally binding agreement, with the same force and effect as a signature affixed by hand, and that you will not contest the validity or enforceability of those electronic transmissions. If you do not agree to the terms of this Agreement, then you are not authorized to use either the Website and must not access or use it. If you wish to terminate this contract, you can do so at any time by closing your account or ceasing to access or use the Website (subject to section 9 of this Agreement).

1. Members.

   1. When you register for an account (“Account”), you become a “Member.”

   2. If you elect to use the Website as a platform to sell your products, then you will also become a “Seller Member.”

   1. As a Seller Member, you acknowledge and agree that we reserve the right to add or remove funds from your bank account in accordance with our fees and policies. This includes, but is not limited to, adjustments for transaction fees, refunds, chargebacks, and other applicable charges as outlined in our policies. By continuing to use the Website as a Seller Member, you consent to these terms and any modifications thereto.

   3. As a Member, the collection, use, and sharing of your personal data is subject to our Privacy Policy, other documents referenced here or in the Privacy Policy, and any updates to these Terms or to the Privacy Policy (collectively, the “Documents”).

   4. Your obligations as a Member.

      1. You agree that you are 18 years of age or older.

      2. You agree that you will use your true individual or business name and identity in the creation of any Member Account and in all interactions on the Website and via our Services.

      3. You agree to use a strong password, keep the password and other credentials confidential, and not allow any third party to utilize your Account.

      4. If you are a Seller Member, you agree to sell or offer for sale only items that are permitted for sale as shown below (“Permitted Items”). You are solely responsible for familiarizing yourself with laws and regulations that apply to any items that you sell via the Website, and you alone are liable for any violation of such laws and regulations. Permitted Items include:

         1. Handmade crafts or goods made by you or your family;

         2. Homegrown plants, fruits, vegetables, and products that are allowed under local laws and regulations;

         3. Homemade food products as allowed under local laws and regulations;

         4. Home produced animal products as allowed under local laws and regulations;

         5. Homemade personal care, hygiene or general wellness support products as allowed under local laws and regulations;

      5. If you are a Seller Member, you agree not to sell or offer for sale items that are not permitted to be sold via the Website (“Disallowed Items”). Disallowed Items include:

         1. Recreational or pharmaceutical drugs;

         2. Products containing mature themes, nudity or mature content;

         3. Pornographic materials;

         4. Alcohol products;

         5. Hazardous materials or weapons (excluding hand tools such as handmade knives);

         6. Illegal items or items that are banned under local laws and/or regulations;

         7. Human remains or products derived from them;

         8. Merely reselling handmade or home-produced goods that were made or produced by others;

         9. Commercially manufactured goods in their unaltered state (for example, a bag of commercially produced flour, as opposed to homemade bread produced with commercially produced flour, which is permitted); or

         10. Content otherwise deemed inappropriate.

      6. You agree to abide by our acceptable use policy as set forth below vis-à-vis your use of the Website and will not:

         1. Use the Website or services to harass, threaten, or defame any person or entity;

         2. Use ethnic or religious slurs in your dealings on the Website;

         3. Contact any person who has requested no further contact;

         4. Violate the privacy rights of any other person such as by collecting and/or disclosing any personally identifiable information with the holder’s permission or cooperate in or facilitate identity theft;

         5. Infringe upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person or entity or reproduce, publish, or disseminate any works of authorship without the written permission of the copyright holder;

         6. Access any computer or communications system without authorization, including computers used to provide the Website and services, attempt to penetrate or disable any security system, intentionally distribute a computer virus, launch a denial of service attack, or otherwise attempt to interfere with the functioning of any computer, communications system, or website;

         7. Access, attempt to access, or otherwise interfere with the accounts of other users of the Website;

         8. Send bulk unsolicited emails (“Spam”) or sell or market any product or service advertised by or connected with Spam, facilitate or cooperate in the dissemination of Spam in any way, or violate the CAN-Spam Act of 2003; or

         9. Issue fraudulent offers to sell or buy products, services, or investments, mislead anyone about the details or nature of a commercial transaction, or commit fraud in any other way.

      7. You agree to abide by other rules and policies set by us from time to time, of which we notify you by making them publicly available on the Website or through other electronic means.

2. Website; Services. The “Website” is defined as our website located at steadgoods.com, together with related web pages and the services offered through them, which consist of providing a platform that facilitates local communities and commerce by providing a place for Seller Members to sell and other Members to purchase the goods of Seller Members. The Website also includes our support site, support.steadgoods.com and any other online tools intended to support our services.

3. Payment. If you purchase any paid Services from us, you agree to pay the applicable fees as provided on the Website (“Fees”). Such Fees will be collected at the time you subscribe to Services and again at the beginning of each subsequent Subscription Period. You authorize us to store and

   continue to charge your payment method (such as a credit card) for Services and to pay for any additional Services you may purchase in the future. You agree to keep your payment method current to avoid service interruptions. In addition to Fees, your payment will include any taxes that apply to the Services you have purchased, which you agree are your sole responsibility.

4. Amendments. We may amend or modify the Documents from time to time in our sole discretion. We will notify you of any material changes to the Documents, either via email or by notifying you when you log in. Your continued use of the Offerings after we publish or send such a notification indicates your consent to the updated Documents as of the effective date of any changes. If you object to any such changes, you must cease using and/or accessing the Website and must also close your Account, if applicable.

5. Intellectual Property; Licenses.

   1. We grant you a non-exclusive, non-transferable, worldwide, royalty-free license to use the Website solely for its intended purpose and for no other purpose. This license will expire upon termination of this Agreement or at any time you cease using the Website or close your Account. We or our licensors, as applicable, retain all right, title, and interest not granted to you in this paragraph.

   2. You grant us and any third-party service providers that we use to provide the Website a non- exclusive, non-transferable, worldwide, royalty-free license to use, disseminate, transmit, and cache any content provided by you in conjunction with your use of the Website. Apart from rights granted in the preceding sentence, all right, title, and interest in and to your content will remain with your or your licensors. The license granted in this paragraph will expire upon termination of this Agreement or when you cease using the Website or close your Account, except to the extent needed for us to carry out routine data backups and/or comply with applicable law.

6. Representations and Warranties. You represent and warrant that: you have the right and authority to enter into this Agreement, either on your own behalf or on behalf of an entity that you represent; you have the experience and knowledge necessary to use the Services; any products or services you provide by means of the Website will be provided in a manner that is usual and customary for your industry; and any products and/or services you provide through the Website will fully comply with all applicable laws, including without limitation applicable cottage food laws and regulations, home- food processing rules and/or baker's bills.

7. Disclaimer of Warranties; Limitation of Liability. You agree that all use of the Website is at your own risk. Our Services generally consist of connecting you with other third parties to whom you may sell products and/or services and/or from whom you may purchase products and/or services. You agree that we merely provide information and a means for third parties to locate and contact one another. You understand that we do not offer products and do not sponsor, verify, or endorse any content, products or services offered by means of our Website. We take no responsibility and will have no liability for the quality of any of the products or services offered by third parties through the Website or the compliance of such products or services with applicable laws and regulations. If you are a Seller Member, by using the Website, you expressly assume all liability associated with your goods. Because of the unique nature of the third-party products and services available via our Website, we urge you to thoroughly and independently research all information and offers before entering into any third-party transactions for products or services.

   1. No Warranty. WE PROVIDE, AND YOU HEREBY ACCEPT, THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION OR WARRANTY ABOUT THE WEBSITE, INCLUDING THAT IT WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. WE DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING IMPLIED WARRANTIES OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE HAVE NO CONTROL OVER THE ACTIONS OF THIRD PARTIES, AND THEREFORE WE DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR THIRD-PARTY ACTIONS, CONDUCT, OR CONTENT, GOODS, OR SERVICES THAT YOU MAY ACCESS VIA THE OFFERINGS, INCUDING THEIR COMPLIANCE WITH APPLICABLE LAW.

   2. Limitation of Liability. OUR LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF

      (A) THE AGGREGATE FEES ACTUALLY RECEIVED BY US FROM YOU FOR THE 1-YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY OR (B) $1,000. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER LIABILITY, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING LOST PROFITS; LOSS OF COST SAVINGS, REVENUE, BUSINESS, DATA, OR USE; OR ANY OTHER ECONOMIC LOSS BY YOU. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. Indemnities. You agree to indemnify us and our officers, directors, employees, shareholders, and agents (together, the “Indemnified Parties”) and to defend the Indemnified Parties and hold them harmless from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including without limitation reasonable attorneys’ fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to (i) your use of the Website; (ii) your violation of our policies or this Agreement; (iii) your breach of any warranties or representations; and (iv) any acts or omissions by you.

9. Term; Termination.

   1. These terms will become effective on the Effective Date.

   2. You may terminate your Account at any time using the option to disable the Account under the “My Account” tool on the Website. Upon termination, you will lose access to any Services.

   3. We may suspend or terminate your Account by providing written notice to you at any time we reasonably believe that you, your Account, or your goods and/or services are in breach of this Agreement.

   4. We also reserve the right to modify, suspend, or discontinue services to you or any party at any time without liability for any adverse effect on you, your business, or your income.

   5. Upon termination of your Account for any reason, you will lose access to the Website and to any content that you have placed on the Website. Upon such termination, the terms of this Agreement will remain in force, and you will continue to be liable for any financial obligation you may have as a result of your use of the Website.

10. Governing Law. The validity, interpretation, and performance of the Document will be controlled by and construed under the laws of the State of Wisconsin, United States of America, as if performed

    wholly within the state and without giving effect to conflicts of law principles. You agree that jurisdiction and venue are proper in the state courts located in Waupaca County, Wisconsin, or the

    U.S. District Court for the Eastern District of Wisconsin located in Green Bay, Wisconsin. If neither of these courts has venue and/or jurisdiction, any dispute shall be brought before the state courts of Wisconsin. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

11. Notice.

    1. Notices will be sent to you at the email address that you provide to us. It is your obligation to to update us if your email address changes, to ensure that we have your most current email address.

    2. Please refer to the Website for contact information for most issues, including billing. Notices regarding this Agreement and/or our policies must be directed to us by using the process outlined on the Website to submit a support request.

12. Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics or other outbreaks of disease, failure of telecommunication carriers, or delays of common carriers. The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay. The party affected by such an occurrence shall notify the other party as soon as possible, but in no event less than ten days from the beginning of the event.

13. Waiver. No waiver of rights under this Agreement, or any of our policies will constitute a subsequent waiver of this or any other right under this TOS.

14. Refund and Cancellation Policy. Orders and purchases on the platform follow a 3-stage workflow: Paid, Confirmed, and Completed. In this section Member Sellers are referred as Sellers and Members are referred as Buyers.

    Paid Stage:

    Orders canceled during the Paid stage are eligible for a full refund to the buyer. No charges are withheld from the seller for orders canceled during this stage.

    Confirmed Stage:

    Orders canceled during the Confirmed stage will also result in a full refund to the buyer. However, any applicable SteadGoods fees will be deducted from the seller's SteadGoods account.

    Completed Stage:

    Orders canceled within the first 3 days after being marked as Completed are fully refunded to the buyer.

    In such cases, SteadGoods fees will be deducted from the seller’s SteadGoods account.

    After 3 days: All sales are considered final, and no refunds will be issued unless the buyer raises a dispute with the SteadGoods support team.

15. Payment and Delivery. SteadGoods collects 100% of payment on behalf of Member Sellers and will distribute funds to Member Sellers upon successful completion of the order. Orders are expected to be distribute to Members by Member Sellers is approximately 5-7 days with exceptions for custom orders, which may require additional processing time. Any delays in delivery will be communicated to the buyer promptly.

16. Severability. In the event that any of the terms of this Agreement are deemed unenforceable by any court of competent jurisdiction, then the parties agree that the court should modify the terms to make such term(s) enforceable while still achieving its intent. If the court cannot do so, then the parties agree that the unenforceable term(s) will be null and void and deemed deleted from the Agreement and that all remaining terms of this Agreement will remain in full force and effect.

17. Merger. This Agreement, together documents incorporated into it by reference and any additional terms provided on the Website is the only agreement between the parties with respect to the subject matter hereof, and it replaces and supersedes all prior agreements between the parties as to that subject matter.

18. Assignment. You may not assign or transfer this Agreement or your Account to any third party without our express written consent. We may assign this Agreement to an affiliate or third party purchaser without your consent.