GENERAL TERMS AND CONDITIONS FOR VENDORS AND AFFILIATES

Last Modified Date: November 26, 2024

Riverstone Enterprises LLC ("Collectrio," "we," "our," or "us") operates the online marketplace at www.collectrio.com (the "Sales Platform"). The Sales Platform facilitates the sale of digital products, including software, templates, services, and other goods (collectively, "Products") by independent Vendors to consumers. Additionally, the platform enables third-party advertisers ("Affiliates") to promote these Products in exchange for commissions through the Affiliate Program.

This document outlines the General Terms and Conditions ("GTC" or "Agreement") that govern the relationship between Collectrio and its Vendors and Affiliates (collectively referred to as "Contractual Partners"). By using, accessing, or applying to the Sales Platform, Vendors and Affiliates agree to comply with these terms, any subsequent amendments, and additional requirements outlined on the platform.

I. Term, Termination, and Withholdings

1. Agreement Term

This Agreement takes effect immediately upon:

1. Application Submission: When a Contractual Partner submits an application to become a Vendor or Affiliate.
2. Acceptance by Collectrio: Collectrio reserves the right to accept or reject applications at its sole discretion.

2. Termination Rights

This Agreement may be terminated:

• By Collectrio: At any time, with or without notice, for any reason or no reason, including a breach of this Agreement.
• By the Contractual Partner: With 30 days' prior written notice to Collectrio.

3. Obligations upon Termination

Upon termination, the Contractual Partner must:

1. Cease all usage of the Sales Platform and related services.
2. Remove or disable any promotional materials, links, or order forms associated with Collectrio.
3. Return or destroy all confidential information received from Collectrio and provide written confirmation of compliance within 30 days.

4. Withholdings for Breach or Suspected Breach

Collectrio reserves the right to withhold unpaid Vendor Payments or Affiliate Commissions (collectively, "Withheld Payments") if:

• A breach of this Agreement is confirmed or reasonably suspected.
• Complaints or disputes arise that suggest potential violations of laws or regulations by the Contractual Partner.
• Collectrio incurs liabilities or expenses (e.g., legal fees, penalties, refunds) due to the Contractual Partner's actions.

Withheld Payments may also be used to offset losses or liabilities resulting from such breaches.

II. Representations and Warranties

A. Vendors

By using the Sales Platform, Vendors represent and warrant the following:

1. Compliance with Laws and Standards: Products comply with all applicable laws, regulations, and standards, including but not limited to:
   • Federal Trade Commission Act (FTC)
   • Dietary Supplement Health and Education Act (DSHEA)
   • CAN-SPAM Act
   • GDPR (for EU users) and CCPA (for California users)
   • Any applicable industry-specific or regional laws.
2. Ownership of Rights: Vendors either own or have the legal rights to sell, distribute, and advertise all listed Products and their associated marketing materials.
3. Accuracy of Product Information: Descriptions, claims, and specifications are accurate, truthful, and supported by appropriate evidence when required.
4. Privacy Compliance: Vendors maintain a transparent privacy policy on their websites, in compliance with applicable data protection laws.
5. Disclosure of Violations: Vendors disclose any prior regulatory violations, investigations, or pending legal matters to Collectrio during the application process.

B. Affiliates

By participating in the Affiliate Program, Affiliates represent and warrant the following:

1. Adherence to Legal Standards: Promotional activities will comply with all relevant laws, including:
   • FTC Endorsement Guides
   • CAN-SPAM Act
   • Telephone Consumer Protection Act (TCPA)
   • GDPR and CCPA.
2. Accuracy in Advertising: Affiliates will not make false, misleading, or unsubstantiated claims about Vendors or their Products.
3. Use of Approved Materials: Affiliates will only use promotional materials provided or pre-approved by Collectrio.
4. Disclosure of Affiliations: Affiliates will clearly disclose material connections to Vendors or Products as required by law.

III. Advertising Rules and Restrictions

Contractual Partners must adhere to the following advertising rules:

1. Prohibited Content: No promotional content may include:
   • Invasive, offensive, or deceptive materials.
   • Content that encourages illegal activities, violence, or discrimination.
   • Misleading testimonials or exaggerated claims about Products.
2. E-Mail-Marketing:
   • Emails must comply with the CAN-SPAM Act and contain accurate sender information, clear subject lines, and an unsubscribe mechanism.
   • Affiliates must maintain detailed records of E-Mail consent and comply with suppression lists.
3. Text Messaging:
   • Text messages may only be used with Collectrio’s prior written approval.
   • Affiliates must obtain explicit consent from recipients and comply with TCPA requirements.

IV. Vendor Product Sales

1. Account and Product Setup

Vendors must create an account, accurately complete their profiles, and register Products through the Sales Platform. Collectrio reserves the right to approve or reject Product listings at its discretion.

2. Fulfillment of Orders

Vendors are responsible for fulfilling orders directly to consumers, either through physical delivery or digital downloads, in accordance with their product descriptions.

3. Taxes and Compliance

Vendors are solely responsible for complying with all applicable tax laws, including remitting sales tax where required.

V. Affiliate Program

1. Promotions and Links

Affiliates may use unique links and approved marketing materials to promote Products listed on the Sales Platform.

2. Commission Structure

• Affiliates earn commissions based on sales generated through their promotional links.
• Refunds, returns, and chargebacks result in corresponding commission deductions.

3. Restrictions

• Affiliates may not use sub-affiliates or third-party networks without Collectrio’s explicit approval.

VI. Payout Process

1. Payout Schedule

Vendor payments and Affiliate commissions are processed in two steps to account for potential refunds or chargebacks:

• 80% of net earnings released 14 days after purchase.
• 20% of net earnings held for additional 14 days to cover disputes and returned payments.

Payments are processed bi-weekly, subject to a $100 minimum payout threshold.

2. Refunds and Chargebacks

Refunds or chargebacks result in deductions from future payouts. If account balances are insufficient to cover these amounts, Vendors and Affiliates must reimburse Collectrio within three business days.

VII. Confidentiality

Contractual Partners must safeguard Collectrio’s confidential information, including customer data, platform insights, and proprietary processes. Unauthorized disclosure or misuse is strictly prohibited.

VIII. Intellectual Property

All intellectual property rights associated with the Sales Platform remain with Collectrio. Vendors and Affiliates may only use Collectrio’s branding and trademarks with prior written approval.

IX. Limitation of Liability

Collectrio is not liable for:

• Losses resulting from Vendor or Affiliate misconduct.
• Consumer dissatisfaction or disputes.
• Technical errors, interruptions, or platform outages.

Collectrio’s total liability is capped at the amounts paid to the Contractual Partner in the preceding six months.

X. Governing Law and Disputes

This Agreement is governed by the laws of the State of Wyoming. Disputes will be resolved in the federal or state courts located in Wyoming, and the prevailing party is entitled to recover legal fees.

XI. Notices

• To Collectrio: Riverstone Enterprises LLC 30 N Gould St Ste N, Sheridan, WY 82801 USA 
• E-Mail: support@collectrio.com
• To Contractual Partner: Notices will be sent to the E-Mail or address provided during account registration.