THE PRICING

Retailer is free to determine the price that it charges for such Products to its End Customers, unless Minimum Advertised Pricing has been set by the Supplier. Supplier shall only charge Retailer the aggregate of the Wholesale Price for all Products ordered, the Shipping Price, transaction fees and commissions that TopDawg may impose and any applicable sales, value added or similar taxes.

PRODUCT INFORMATION PROVIDED BY SUPPLIERS

When listing Products available through the TopDawg Platform, Retailer may display any information or images listed by Suppliers in respect of such Products. However, TopDawg makes no warranty, representation, or covenant as to the accuracy, completeness or sufficiency of such information or whether such information is in compliance with any legal, statutory or regulatory requirements, and expressly disclaims any and all responsibility in respect of any information made available by Suppliers through the TopDawg Platform.

RETAIL SALES CHANNEL RESTRICTIONS

TopDawg maintains the right to restrict any (or all) items listed in TopDawg's catalog from purchase. TopDawg maintains the right to designate (or restrict) retail sales channels at any given time for any (or all) products made available through the Ecosystem. Retail channels that may be restricted include but are not limited to Amazon, eBay, Walmart, etc.

MAP PRICING REQUIREMENTS AND ENFORCEMENT

TopDawg reserves the right to enforce the Minimum Advertised Pricing (MAP) Policy on any (or all) products made available through the Ecosystem as required by the Supplier and in TopDawg’s sole discretion.

Some suppliers have MAP requirements for the resale of their products. If a Supplier has a MAP Policy in place, those products will be identified on the product data feed and the MAP price will be listed.

MAP Policy refers to the price at which a product is listed or advertised for retail sale, not the price at which MAP products are actually sold. MAP Policy applies to all advertisements of MAP products that are viewable by consumers whether provided digitally, via the internet, traditional media such as print, outdoor, radio or television, or by other means. Retailer website features such as "click for price", "call for price", "contact/email for price", automatic "bounce back" pricing emails, automatic price display for any items prior to being placed in a customer's shopping cart and other similar features are acceptable and considered to be advertising under MAP Policy. Advertising that in any way suggests or implies a price lower than the MAP, such as a visible strikeout of a price or text such as "price too low to show" are prohibited and will be considered a violation of MAP Policy. Free shipping, sales tax rebates, loyalty programs or the like offered in combination with a MAP product that is otherwise advertised in accordance with MAP Policy may be acceptable and may not be considered a violation of MAP Policy.

TopDawg may monitor the advertised prices of any product either directly or via the use of a third-party. If TopDawg determines that a retailer is in violation of MAP Policy, the retailer will be issued notice of violation and have 7 days to become compliant with MAP Policy. Failure to comply with MAP Policy after a violation notice has been issued may lead to account suspension and removal of retailer's access to the Ecosystem or any part thereof for up to 30 days. Repeated MAP Policy violations may result in the permanent termination of a retailer's TopDawg account, blocking the retailer's IP address from accessing TopDawg's Website, or legal remedies deemed appropriate by law.

Notwithstanding the foregoing, TopDawg reserves the right, in its sole discretion, to take any action it deems necessary or appropriate against any user of the Ecosystem, including without limitation termination, for MAP Policy violation or any breach of these Terms of Use.

COLLECTION OF TOTAL FEES FROM RETAILER

Unless otherwise indicated, TopDawg will collect the Total Fees from a Retailer at the time that Retailer submits the Retailer Order. Retailer Orders shall not be processed unless and until such time as the Total Fees payment clears. In the event of delay in a clearing of payment (which may be outside of TopDawg's control), Retailer Orders may be delayed or subject to cancellation without further liability of TopDawg. Failure of payment may result in not processing or cancellation of a Retailer Order without further notice to Retailer. It is Retailer's responsibility to ensure that its payment details are complete and accurate and in good standing. TopDawg expressly disclaims all liability whatsoever for and in connection with cancelled or delayed Retailer Orders.

MEMBERSHIP PLANS, SERVICE FEES, AND MODIFICATIONS

In exchange for accessing the Services, Retailer agrees to pay TopDawg the fees outlined on the retailer membership plans and pricing page, accessible through the TopDawg Website or within the Ecosystem.

TopDawg retains the right to adjust membership plan fees, as well as any other fees and charges currently in effect, or introduce new fees and charges as necessary, without prior notice. Please note that TopDawg may also modify membership plan benefits without prior notice. You are accountable for any taxes linked to your utilization of the Services and products procured through the TopDawg Platform.

MEMBERSHIP PLANS & BILLING TERMS

TopDawg offers multiple subscription plans, including Business, Scale, and Premier, each available with monthly or annual billing. The cost of your plan is determined by the membership level and billing frequency you select, and charges are processed automatically on your subscription anniversary date.

All paid membership plans automatically renew at the end of each billing cycle (monthly or annually) unless you downgrade the applicable store's membership to the free Start-Up plan before the renewal date.

At each renewal, TopDawg will automatically charge the payment method on file for the then-current plan price and billing frequency. The renewal charge constitutes a continuation of the subscription originally authorized by the Retailer. By subscribing to a paid membership, you expressly authorize TopDawg to process recurring charges to your saved payment method until you downgrade in accordance with these Terms.

Retailers are responsible for maintaining a valid payment method on file and for downgrading prior to renewal to avoid future charges.

TopDawg does not offer subscription “cancellation” in the traditional sense. Instead, to stop future recurring membership charges, you must downgrade the applicable store to the free Start-Up plan before the next renewal date. Once downgraded, no future membership charges will be processed for that store.

• Upgrades take effect immediately upon confirmation within your account.
• At the time of upgrade, TopDawg charges the full price of the newly selected plan and applies a prorated credit for any unused portion of your current plan.
• The upgrade date becomes your new billing anniversary date.
• Future recurring charges will occur on that new anniversary date at the full subscription rate for the selected plan and billing frequency.
• By confirming an upgrade, you authorize TopDawg to immediately process the applicable charges as described above.

Downgrading a membership does not reverse or refund charges that have already been processed. All membership fees are non-refundable once billed, except where explicitly required by applicable law.

To protect account security and ensure accurate processing, all upgrades and downgrades must be completed directly by the retailer through their TopDawg account. Requests via phone, email, or chat will not be accepted.

Retailers on annual billing will receive a renewal reminder email approximately 30 days before the renewal date to allow time for any necessary changes.

BONUS CREDITS

TopDawg may, in its sole discretion, issue certain Retailers promotional, goodwill, service-related, or upgrade-related account credits (collectively, “Bonus Credits”). Bonus Credits may include, without limitation, credits issued in connection with an eligible annual membership plan purchase or upgrade (the “Annual Plan Product Credits”), as well as discretionary courtesy or service recovery credits issued by TopDawg support or customer service.

Bonus Credits may be used only toward the product-cost portion of eligible product purchases placed through the Retailer’s TopDawg account, as determined by TopDawg in its sole discretion. For clarity, Bonus Credits may be applied only against the applicable Wholesale Price portion of an eligible Retailer Order and may not be applied to any Shipping Price, carrier charge, Order Processing Fee, transaction fee, membership fee, service fee, tax, surcharge, or any other non-product amount unless TopDawg expressly states otherwise in writing. Bonus Credits have no cash value, are not redeemable for cash, and may not be refunded, withdrawn, transferred, assigned, sold, or exchanged.

Bonus Credits are subject to a per-order usage limitation. For each eligible Retailer Order, a maximum of twenty percent (20%) of the eligible product-cost portion of the Retailer Order may be paid using Bonus Credits, regardless of the Retailer’s available Bonus Credit balance. Any Bonus Credit applied to a Retailer Order shall be calculated only against the eligible product-cost portion of that Retailer Order and not against any Shipping Price, carrier charge, Order Processing Fee, transaction fee, tax, or other non-product amount.

Bonus Credits are applied first to eligible Retailer Orders, prior to the application of any Refund Credits. TopDawg shall have sole and final authority to determine the amount of Bonus Credit applied to any order, including rounding, allocation, eligibility, and system-calculated application. TopDawg may, in its sole discretion, limit, cap, or adjust the application of Bonus Credits per order, per account, or per promotional program.

Unless expressly stated otherwise by TopDawg in writing, certain Bonus Credits may be issued one time in connection with an eligible purchase or upgrade to an annual membership plan. Such Bonus Credits are not issued for monthly plans and are not reissued upon renewal of the same annual plan unless TopDawg expressly states otherwise in writing.

If a Retailer remains on the same annual membership plan and renews that same annual plan, any unused Bonus Credit previously issued in connection with that annual plan may carry over into the renewal term while the Retailer remains on the same annual plan in good standing; provided, however, that no new Bonus Credit will be issued solely as a result of such renewal unless TopDawg expressly states otherwise in writing.

If a Retailer downgrades their membership plan for any reason, any unused Bonus Credit shall expire automatically at the end of the Retailer’s then-current billing cycle and shall not carry over to any downgraded or free plan. Bonus Credits are only available to Retailers with an active paid membership plan in good standing. If a Retailer’s account is canceled, terminated, suspended for cause, subject to payment dispute or chargeback investigation, or otherwise closed, any unused Bonus Credit shall be forfeited unless otherwise required by applicable law.

If a Retailer upgrades from one annual membership plan to a higher annual membership plan and has already received Bonus Credit associated with the prior annual plan, TopDawg may issue only the difference between the Bonus Credit amount associated with the newly selected annual plan and the amount previously issued for the prior annual plan. Bonus Credits are not duplicated.

Bonus Credits are promotional in nature and are offered at TopDawg’s sole discretion. TopDawg reserves the right to modify, suspend, discontinue, revoke, deny, or adjust any Bonus Credit offer or Bonus Credit balance at any time in the event of suspected abuse, fraud, chargeback activity, payment reversal, misrepresentation, violation of these Terms, administrative or technical error, or other misuse of the Ecosystem.

Bonus Credits are separate from Refund Credits that may arise from eligible product order cancellations, returns, damaged items, lost items, or other qualifying product-related refunds under these Terms. Bonus Credits are not refundable under any circumstance except where required by applicable law.

TopDawg shall have the sole and final authority to determine eligibility for Bonus Credits, the amount of any Bonus Credit, whether an order is eligible for Bonus Credit application, what portion of an order constitutes eligible product cost, whether a Bonus Credit has been properly earned, applied, adjusted, forfeited, revoked, or expired, and how Bonus Credits are reflected within the Retailer’s account.

For Retailers who subscribe to TopDawg through a third-party platform, including but not limited to the Shopify App Store, billing and payment processing are controlled by such third party and may occur on a delayed billing cycle.

TopDawg reserves the right, in its sole discretion, to delay, withhold, revoke, or adjust any Bonus Credits issued in connection with a subscription for which payment has not been successfully received, including in cases of cancellation, chargeback, payment reversal, billing failure, or suspected abuse.

REFUND POLICY - MEMBERSHIPS & PLATFORM SERVICES

All membership fees, subscription charges, service fees, and platform-related charges — including renewal charges — are non-refundable once processed.

• Membership subscriptions are billed in advance (monthly or annually, depending on your selection).
• Annual plans are billed in full at the start of each annual term.
• Monthly and annual subscriptions renew automatically unless downgraded before the renewal date.
• Downgrading a plan does not reverse or refund charges that have already been processed.

• The retailer fails to downgrade before the renewal date
• A downgrade request is submitted after a renewal charge has been processed
• The retailer does not actively use the platform during a billing period
• The retailer decides the platform is not a fit after purchase
• Downgrade requests are made by phone, chat, or email rather than through the required self-service process
• A renewal reminder email was delivered approximately 30 days prior to renewal (where applicable), but the retailer did not downgrade prior to the renewal date.

By subscribing to a paid plan, you expressly authorize TopDawg to process recurring charges to your saved payment method without further notice prior to each renewal and acknowledge that all membership sales are final once billed, except where otherwise required by applicable law.

Bonus Credits are promotional credits only, are not refundable, and are governed separately by the Bonus Credits section of these Terms. For clarity, Bonus Credits may be applied only to the product-cost portion of eligible Retailer Orders and may not be applied to shipping charges, carrier charges, Order Processing Fees, transaction fees, taxes, membership fees, service fees, or other non-product amounts.

Chargebacks & Payment Disputes:

Initiating a chargeback or payment dispute for a membership fee that was processed in accordance with the plan selected and the billing terms disclosed at checkout and in these Terms may result in temporary suspension of account access while the matter is under review. Retailers agree to contact TopDawg support to resolve any billing concerns prior to initiating a dispute with their payment provider. Nothing in this section limits TopDawg’s rights to provide documentation to financial institutions to demonstrate authorization, recurring billing consent, and acceptance of these Terms.

Any Bonus Credits, promotional benefits, incentives, or similar account advantages associated with a disputed, reversed, or unpaid transaction may be suspended, withheld, adjusted, or revoked by TopDawg in its sole discretion.

TAXES; COMPLIANCE WITH LAWS

Unless otherwise stated, TopDawg's fees and Total Fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonized, sales, use or withholding taxes (collectively, "Taxes"). Retailer is responsible for paying all applicable authorities associated with any Retailer Orders or for which Retailer is legally responsible as a result of Retailer’s use of the Ecosystem. Retailer is solely responsible for compliance with all laws and regulations applicable to Retailer, and represents and warrants that Retailer has obtained and maintains in good standing all permits, licenses, consents, approvals, or other authorizations required by the laws and regulations applicable to Retailer.

Retailer shall indemnify and hold harmless TopDawg from and against any and all claims, damages, or other costs and expenses arising from or related to the foregoing, including all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought in connection therewith.

RESALE CERTIFICATES AND TAX COMPLIANCE

TopDawg does not require Retailers to submit a resale certificate to use our platform, except as required by the state of Florida. RETAILERS ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING ANY AND ALL RESALE CERTIFICATES REQUIRED BY THEIR LOCAL, STATE, OR REGIONAL TAX AUTHORITIES.

For Retailers located in Florida, a valid Florida Resale Certificate is mandatory in order to use TopDawg, as required by state tax regulations. Failure to provide a valid Florida Resale Certificate will result in suspension or termination of your account until compliance is met.

TopDawg shall be held harmless for any Retailer's failure to obtain, maintain, or provide a valid resale certificate as required by applicable law. It is the Retailer's responsibility to ensure compliance with all applicable tax laws and regulations. Retailers are responsible for paying any and all taxes, penalties, or fees resulting from non-compliance.

TopDawg assumes no liability for any consequences arising from a Retailer's failure to comply with these requirements. By using TopDawg's platform, you agree to indemnify and hold TopDawg harmless from any claims, liabilities, or damages resulting from your failure to maintain proper resale certification or tax compliance.

SHIPPING COSTS AND ESTIMATES

All shipping cost quotes provided by TopDawg are estimates based on the information available at the time of the quote. Please note that shipping prices can fluctuate daily and are subject to change at any time without prior notice. The actual shipping costs are determined by the shipping carrier at the time of shipment and may differ from the estimates provided.

TopDawg does not guarantee the accuracy of any shipping cost estimates and will not be held liable for any discrepancies between the estimated shipping costs and the final shipping costs charged by the carrier. It is the responsibility of the retailer to account for potential variations in shipping costs when listing products for sale.

AUDIT RIGHTS

TopDawg shall have the right to use the capabilities of the Service to confirm Retailer's compliance with this Agreement, including, without limitation, the fees payable hereunder.

PRODUCT ORDER CANCELLATIONS AND REFUNDS

Product orders may be canceled at any time while the order has a status of "Pending Action." Once an order has any status other than "Pending Action," the order cannot be canceled but may be returned in accordance with the Supplier's return policy.

Any credit issued to a Retailer in connection with an eligible canceled order, approved return, damaged item, lost item, supplier-approved adjustment, or other qualifying product-order refund shall be classified as a “Refund Credit” and credited to the Retailer’s TopDawg account.

Refund Credits are automatically applied to eligible Retailer Orders after Bonus Credits, and shall continue to be applied until the Refund Credit balance is exhausted.

For clarity, Refund Credits may only be applied to eligible portions of an order as permitted under these Terms and may not be applied where restricted, including limitations applicable to non-product costs.

For all Retailer Orders, Bonus Credits (if available) are applied first, followed by Refund Credits, unless otherwise expressly determined by TopDawg in its sole discretion.

Refund Credits are separate from Bonus Credits. Refund Credits arise from product-order-related refunds or adjustments, while Bonus Credits are promotional, discretionary, or upgrade-related credits governed by the Bonus Credits section of these Terms.

If you decide you no longer wish to use the Ecosystem and have Refund Credit remaining in your account, TopDawg will issue a refund for the Refund Credit amount minus a four percent (4%) processing fee. This fee is applied to offset the merchant processing fees that TopDawg incurred when the original order was placed. The refund will be issued to the default payment method on file at the time of your request.

For clarity, only Refund Credits are eligible for cash refund under this section. Membership fees, service fees, and Bonus Credits are not refundable except where required by applicable law.

PRODUCT RETURN POLICY

TopDawg sources products from multiple suppliers. Supplier warehouse locations may vary by product, and ship-from location is shown in the product details or data feed when available. Each Supplier provides TopDawg with their specific return policy, which is available in our master product catalog. These policies can be reviewed at the product level in the downloadable CSV spreadsheets or within the product details section of the TopDawg catalog.

Some Suppliers do not accept returns, while others offer return windows that may range from 7 to 90 days. Additionally, certain Suppliers may impose restocking fees. It is the Retailer's responsibility to review the applicable return policy for each product prior to purchase.

Products can only be returned in accordance with the specific Supplier's return policy. To initiate a product return, you must first contact TopDawg to obtain a Return Merchandise Authorization (RMA) number. Any returns attempted without an RMA number will be refused. If the items meet the eligibility criteria outlined by the Supplier's policy, TopDawg will provide the RMA number along with the return address.

All costs associated with product returns, including restocking fees and return shipping costs, are the responsibility of the Retailer or the Retailer's customer. Once the returned items are received and processed by the Supplier, TopDawg will issue the applicable Refund Credit to the Retailer's TopDawg account. This credit can be applied toward future product orders.

TopDawg will act in good faith to assist Retailers in enforcing supplier return policies but cannot guarantee outcomes or intervene in disputes beyond facilitating the process.

TOPDAWG EXPRESSLY DISCLAIMS ALL LIABILITY IN CONNECTION WITH PRODUCT RETURNS. THE RETAILER, SUPPLIER, AND CUSTOMER AGREE TO INDEMNIFY AND HOLD TOPDAWG HARMLESS FROM ANY COSTS OR DAMAGES INCURRED IN CONNECTION WITH THE RETURN OF ANY PRODUCT MADE AVAILABLE THROUGH THE TOPDAWG PLATFORM.

DELIVERY OF RETAIL ORDERS

TopDawg does not manufacture, fulfill, or ship Retailer Orders, and does not act as the seller of record. TopDawg facilitates order transmission, payment processing, and operational coordination between Retailers and Suppliers. Accordingly, while TopDawg will work with Retailers and Suppliers to resolve any issues that may arise, TopDawg expressly disclaims any and all responsibility for the processing of any Retailer Order, including without limitation the delivery of any Retailer Order, the content of any Retailer Order, any incorrect, late, damaged, broken, unsafe, lost, stolen, unlawful delivery, any failure to make delivery, and delivery to a wrong address, or any other act, error or omission in respect of the processing of or failure to process a Retailer Order by any supplier.

TopDawg does not guarantee at any time a certain delivery date or time frame for delivery for any product or order. Any listed time for a shipping method is an estimate only. For orders with deadlines please order well in advance.

AUTOMATIC ORDER DELIVERY CONFIRMATION

If an order placed through the TopDawg platform remains in pre-transit or transit status for 60 days from the order date, it will be automatically marked as delivered, regardless of whether the shipping carrier has scanned the package at the final destination or provided a delivery confirmation. This is due to frequent cases where carriers fail to update tracking statuses accurately, despite successful deliveries.

Retailers are responsible for monitoring their customers' orders and must submit a formal complaint to TopDawg's support team before the 60-day period expires if a package has not been received by their customer. Failure to report a missing delivery within this timeframe will result in the order being considered completed, and no further investigations, refunds, or reshipments will be processed by TopDawg.

WAIVER OF LIABILITY REGARDING DELIVERY

By using TopDawg's platform, Retailers acknowledge and agree that TopDawg is not liable or responsible for the delivery of any Retailer Orders. Retailers agree to hold TopDawg harmless and waive any claims, disputes, or actions against TopDawg in connection with any delivery issues, including, but not limited to, delays, non-delivery, incorrect or damaged deliveries, or any other delivery-related problems that may arise between the Retailer and the Supplier. All delivery-related issues are the sole responsibility of the Supplier and the Retailer.

YOUR RELATIONSHIP WITH TOPDAWG

You, as a reseller or potential reseller of products made available through the TopDawg Ecosystem, are not considered an employee of TopDawg for any reason whatsoever. You are prohibited from making any unauthorized representations, warranties or claims on behalf of TopDawg, a Supplier, or a product manufacturer or that are otherwise illegal in your applicable jurisdiction. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use, and you do not have any authority of any kind to bind TopDawg in any respect whatsoever.

LISTING PRODUCTS

All products listed on the TopDawg Ecosystem must pertain to at least one of the following categories: Home & Garden, Pets, Fashion Accessories, Electronics, Clothing, Health & Beauty, Kids, Babies, Toys, Sports & Outdoors, Automotive & Marine, Seasonal & Parties, Farm & Ranch and Sexual Wellness. Products that are not directly associated with these categories cannot be listed unless otherwise approved by TopDawg in writing. TopDawg reserves the right to modify product categories and/or individual products at any time and without notice.

All products sold through the TopDawg Ecosystem must be brand new. Used, opened, or refurbished merchandise cannot be sold or shipped on the TopDawg Ecosystem. By agreeing to these Terms of Use, Supplier confirms the authenticity of its products and verify that they are lawfully authorized to sell, produce and/or distribute said products.

It is the Supplier's responsibility to keep their product catalog current and inventory quantities updated.

IMAGES

Pictures, animations or videos (collectively, "Images") uploaded to the Service in respect of the Products must accurately reflect the quality and condition of the Products. TopDawg reserves the right to require that Products have a minimum number of Images of a certain format, size and resolution. All Images must be original with no watermarks or text. Supplier shall use all reasonable endeavors to comply with TopDawg's policies on Images as communicated by TopDawg to Supplier from time to time. Suppliers give TopDawg and TopDawg retailers the right to use such images for sales and marketing purposes.

SUPPLIER AUTHORIZATION TO SELL THEIR PRODUCTS

As a Supplier listing products on the TopDawg Platform, you authorize TopDawg and TopDawg retailers to advertise, list, market, and resell your approved products sourced through the TopDawg Platform, subject to any marketplace restrictions you select in your Supplier Portal. You acknowledge that TopDawg may facilitate marketplace compliance by generating retailer-specific authorization letters on your behalf when required, and that all brand authorization verification inquiries are handled exclusively by TopDawg (not through direct supplier-retailer contact outside the platform). Authorization remains valid unless revoked or updated by you as described below.

PACKING & SHIPPING GUIDELINES

TopDawg provides a shipping label and packing slip for every order. Only materials provided by TopDawg are allowed to be included with each shipment. No additional materials, including marketing materials, product inserts, or promotional items, may be added. The only items permitted in each shipment are the product(s) ordered, the packing slip, and packing materials such as bubble wrap, peanuts, or packing paper to prevent damage.

Suppliers must provide TopDawg with accurate package weight and shipping dimensions for each product. TopDawg relies on this information to generate appropriately priced shipping labels based on carrier rates. If the weight or dimensions provided by the Supplier are inaccurate and lead to unexpected shipping overage fees from the carrier, the Supplier will be responsible for reimbursing TopDawg for those fees. This reimbursement will be deducted from the Supplier's future payouts. It is essential for Suppliers to ensure that the shipping dimensions and weight they provide for every product listed in TopDawg's catalog are correct.

The Supplier is also responsible for any fees associated with scheduling a carrier pick-up. Since these shipments utilize our carrier account and are not part of regular pickups, an additional fee is charged per package. This surcharge can result in losses, as it may exceed what we collect from retailers. Any pickup fees billed to TopDawg will be deducted from the Supplier's future payments. To avoid these fees, Suppliers should either drop off packages at the carrier location or set up a regular pickup arrangement directly with the carriers. Furthermore, any carrier fees related to improper or non-standard packaging, as described above, will also be the Supplier's responsibility, with the reimbursement amount deduced from their future payouts.

All orders must be shipped within 48 hours (2 business days). Failure to ship orders within this timeframe may result in cancellation. TopDawg reserves the right to pause or terminate any Supplier account for non-compliance with these packing and shipping guidelines.

UNSHIPPED ORDERS

Suppliers must confirm inventory is available and able to ship within 2 business days, prior to accepting a new order and generating a shipping label. If for any reason an order does not ship after it has been accepted and a label has been generated, the Supplier will be responsible for the shipping cost associated with that order.

SUPPLIER RETURN POLICIES

Suppliers using the TopDawg platform are required to provide accurate and comprehensive information regarding their return policies to ensure transparency and consistency for all parties involved. Each Supplier's return policy is included in the master product catalog and is accessible to Retailers at the product level through downloadable CSV spreadsheets or within the product details section of the TopDawg catalog.

Suppliers must submit and maintain accurate return policy details, which include return eligibility criteria such as the condition of items and acceptable return reasons, as well as the return windows, which can range from 7 to 90 days. Additionally, any applicable restocking fees or special conditions should be clearly outlined. Suppliers must also promptly communicate any changes to their return policies to TopDawg, as failure to provide accurate information could result in penalties, including the removal of products from the platform.

To initiate a return, Retailers are required to contact TopDawg to obtain a Return Merchandise Authorization (RMA) number. Returns attempted without a valid RMA number will be refused. Upon receiving a return request, TopDawg will verify if the return meets the eligibility criteria outlined in the Supplier's policy. If the return is deemed eligible, TopDawg will issue the RMA number and provide the return address supplied by the Supplier.

Suppliers bear the responsibility of promptly processing returned items upon receipt and verifying their condition. They must notify TopDawg of the outcome—whether accepted, rejected, or if a partial credit is issued—within five business days of receiving the returned item. Suppliers are required to disclose any restocking fees applicable to returns, which will be communicated to the Retailer in advance. Unless stated otherwise in the Supplier's policy, Retailers or their customers are responsible for all return shipping costs. In cases of fee disputes, Suppliers must provide clear documentation to support any fees deducted from refunds.

TopDawg serves as a facilitator in the return process and assists Retailers in enforcing Supplier return policies but does not guarantee outcomes or intervene in disputes beyond facilitating communication and processing RMAs. Suppliers agree to indemnify and hold TopDawg harmless from any claims, costs, or damages arising from return disputes, inaccuracies in return policy information, or failure to adhere to disclosed policies. Suppliers are solely responsible for all liabilities resulting from the return of their products.

Suppliers found to have provided inaccurate return policy information or failing to comply with outlined processes may face penalties, including removal from the platform. Furthermore, Suppliers will bear all costs incurred by TopDawg or Retailers due to inaccurate return policy information, which may include additional shipping or handling fees.

TopDawg reserves the right to modify this Supplier Return Policy at any time to ensure the efficiency and fairness of the return process. Suppliers will be notified of significant changes and are responsible for reviewing and adhering to the updated policy. TopDawg expressly disclaims all liability in connection with product returns, and Suppliers, Retailers, and customers agree to indemnify and hold TopDawg harmless from any costs or damages incurred in connection with the return of products made available through the TopDawg platform.

PAYOUTS TO SUPPLIERS

The TopDawg platform uses Stripe to facilitate payouts to Suppliers. Your receipt of payouts is subject to the applicable Stripe terms then in effect for connected accounts. The Stripe Recipient Agreement is available at https://stripe.com/legal/connect-account/recipient. To receive payouts, you must provide TopDawg with accurate and complete business information and authorize TopDawg to share transaction details with Stripe for payment processing.

Suppliers will be paid the wholesale price for each item delivered, based on the wholesale price provided to TopDawg at the time the order is "Accepted " by the Supplier. Payouts are processed within 10 days of the order status being updated to "Delivered" by the shipping carrier. As a result, the faster a Supplier fulfills and ships an order, the sooner payment will be processed.

Suppliers are required to offer at least 30-day net payment terms; however, in most cases, payments are processed much sooner based on order fulfillment speed and carrier tracking updates.

In addition to any other rights or remedies provided by law, if a Supplier experiences delayed payouts due to incorrect information or other payment processing issues, they have the option to remove their products from the TopDawg platform and/or seek legal remedies as necessary.

TAXES

Unless otherwise stated, TopDawg's fees and Total Fees do not include any Taxes. In cases when the Supplier has nexus in a state where the product for an order is delivered and the Retailer does not hold a resale certificate for that state, the Supplier may be responsible for paying Taxes to state, federal or local authorities associated with those orders, excluding taxes based on TopDawg's net income or property. It is Supplier’s sole responsibility to evaluate and comply with all applicable laws and regulations related to Supplier payment of Taxes, and Supplier represents and warrants that it is, and at all times during Supplier’s use of the Ecosystem will remain, compliant and in good standing with all laws and regulations applicable to Supplier, including those relating to the payment of Taxes to any authority.

Supplier shall indemnify and hold harmless TopDawg from and against any and all claims, damages, or other costs and expenses arising from or related to the foregoing, including all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought in connection therewith.

CONTRACT BETWEEN RETAILER AND SUPPLIER

Where Retailer submits a Retailer Order through the TopDawg Ecosystem for Products listed as available, Retailer and Supplier are entering into a legally binding agreement under which Supplier agrees to Dropship the Products to the specified End Customer at the Wholesale Price, plus applicable transaction fees, commissions, taxes and Shipping Fees. Such agreement shall incorporate the minimum terms set out below and such other lawful and non-conflicting terms as may be set out in Supplier's Supplier Profile at the time of the Retailer Order. TOPDAWG IS NOT A PARTY TO ANY CONTRACT BETWEEN SUPPLIER, RETAILER, END CUSTOMER OR ANY OTHER PARTY (OR ANY COMBINATION THEREOF) AND TOPDAWG EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH ANY SUCH CONTRACT.

NO MARKETING MATERIALS; NON CIRCUMVENTION

When shipping TopDawg orders, each Supplier agrees that it will not include any marketing or promotional material such as coupons/gift certificates that encourage the End Customer to buy directly from Supplier's website or otherwise seeks to divert business away from Retailer or TopDawg. Each Supplier agrees that only the invoice provided by TopDawg will be included in TopDawg order packages. This invoice is made available to Supplier with every Retailer Order through the TopDawg Platform.

You shall not, directly or indirectly, except in collaboration with or with the prior express written consent of TopDawg: (a) enter into any transaction with any parties introduced or otherwise made available to you for interaction by the Ecosystem (the "Introduced Party") similar to, in competition with, or which otherwise could have the effect of preventing TopDawg from receiving the full benefit of, the transactions contemplated by these Terms of Use and/or your use of the Ecosystem; or (b) solicit the Introduced Party to enter into any such transaction.

USER CONTENT

In these terms and conditions, "user content" means your material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this Website, for whatever purpose.

You grant to TopDawg a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to TopDawg the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or TopDawg or a third party (in each case under any applicable law).

You must not submit any user content to the Website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

TopDawg reserves the right to edit or remove any material submitted to this Website, stored on TopDawg's servers, or hosted or published upon this Website. Confidential data prepared, created, or contributed to TopDawg shall remain the confidential property of TopDawg, free from any legal or equitable claim by any authorized representative or other third party. TopDawg will perform all acts necessary or advantageous to preserve and defend the full right, title, possession, enjoyment, use, practice, exploitation, licensing and assignment of or other realization upon receiving of confidential data.

Notwithstanding TopDawg's rights under these terms and conditions in relation to user content, TopDawg does not undertake to monitor the submission of such content to, or the publication of such content on, this Website.

SERVICE CHANGES BY TOPDAWG

TopDawg reserves the right to alter, suspend, or discontinue the Service or the TopDawg Ecosystem (including any part thereof) at any time and for any reason or no reason without any liability to TopDawg at any time and without notice.

SUGGESTIONS

TopDawg shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its products, services and business any suggestions, enhancement requests, recommendations or other feedback provided by Retailer or Suppliers relating to the operation of the Service.

NO WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Ecosystem will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE ECOSYSTEM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE ECOSYSTEM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ECOSYSTEM IS AT YOUR OWN RISK. THE ECOSYSTEM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ECOSYSTEM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE ECOSYSTEM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE ECOSYSTEM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ECOSYSTEM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR ECOSYSTEM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE ECOSYSTEM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ECOSYSTEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

We do not manufacture or control any of the Products offered on the Ecosystem. The availability of Products through the Ecosystem does not indicate an affiliation with or endorsement of any product, service, or manufacturer. Accordingly, we do not provide any warranties with respect to any products (including the Products) offered through the Ecosystem.

ALL PRODUCTS OFFERED THROUGH THE ECOSYSTEM ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE ECOSYSTEM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE ECOSYSTEM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

REASONABLENESS

By using the Ecosystem , you agree that the Terms of Use are reasonable. If you do not think they are reasonable, do not use or access the Ecosystem.

UNENFORCEABLE PROVISIONS

If any provision of these Terms of Use is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of these Terms of Use.

LINKS TO THIRD PARTY WEBSITES/THIRD PARTY SERVICES

topdawg.com may contain links to other websites ("Linked websites"). The Linked websites are not under the control of TopDawg and TopDawg is not responsible for the contents of any Linked website, including without limitation any link contained in a Linked website, or any changes or updates to a Linked website. TopDawg is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by TopDawg of the website or any association with its operators.

Certain services made available via topdawg.com are delivered by third party websites and organizations. By using any product, service or functionality originating from the topdawg.com domain, you hereby acknowledge and consent that TopDawg may share such information and data with any third party with whom TopDawg has a contractual relationship to provide the requested product, service or functionality on behalf of topdawg.com users and customers.

THIRD PARTY ACCOUNTS

You will be able to connect your TopDawg account to third party accounts. By connecting your TopDawg account to your third-party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third-party websites). If you do not want information about you to be shared in this manner, do not use this feature.

INTERNATIONAL USERS

The Service is controlled, operated and administered by TopDawg from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the TopDawg Content accessed through topdawg.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Ecosystem, including, but not limited to, your user contributions, any use of the Ecosystem’s content, services (including the Services), and products (including the Products) other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Ecosystem.

ASSIGNMENT

TopDawg may transfer, sub-contract or otherwise deal with TopDawg's rights and/or obligations under these Terms of Use without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms of Use.

ENTIRE AGREEMENT

These Terms of Use and the Privacy Policy constitute the entire agreement between you and TopDawg in relation to your use of the Ecosystem and supersede all previous agreements in respect of your use of the Ecosystem.

TERMINATION

We may suspend or terminate access to the Ecosystem at any time as permitted in these Terms. Upon termination or suspension, your right to access the Ecosystem ends immediately. Provisions regarding fees, credits, chargebacks, indemnification, limitations of liability, dispute resolution, intellectual property, authorization rights, audit rights, and any obligations that by their nature should survive will survive termination as set forth in the Survival section.

SURVIVAL

Sections relating to indemnification, limitation of liability, disclaimers, dispute resolution and arbitration, governing law, intellectual property, authorization and distribution rights, audit rights, and any obligations which by their nature should survive termination shall survive the termination or expiration of this Agreement.

GOVERNING LAW; VENUE

These Terms are governed by Florida law, without regard to conflict-of-law rules, and except for injunctive or equitable relief expressly permitted under the Dispute Resolution and Binding Arbitration section. Except as required to enforce arbitration, to confirm/vacate an arbitration award, or for claims permitted in small claims court, any court proceedings (where permitted) will be brought in the state or federal courts located in Broward County, Florida, and the parties consent to personal jurisdiction and venue there.

Notwithstanding the foregoing, any claims subject to mandatory arbitration as set forth above shall be resolved exclusively through binding arbitration, except for matters expressly permitted to be brought in small claims court.