This Merchant User Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "You"), and KayRo Solutions – makers of Sellro Commerce.

KayRo Solutions provides software programs ("Software") that enable merchants to build online stores through which they can sell their products and services online. KayRo Solutions also provides merchants services, including hosting of the online store, site design, email services, marketing services, and other related services as may be offered from time to time (collectively, "Services").

This Agreement is effective upon Your acceptance in registration. By accepting this Agreement and subject to the terms and conditions of this Agreement, including those terms and conditions that are set forth on the Sellro Commerce website located at www.sellro.com ("Sellro Commerce Site") that are incorporated herein by reference and may be accessed through links in this Agreement, KayRo Solutions will provide You with a limited license to use the Software and receive the Services.

By accepting this Agreement, You further agree to be bound by any amendments to the terms and conditions of this Agreement or to such terms and conditions as are incorporated herein by reference.

You authorize KayRo Solutions to process any and all of Your Sellro Commerce account transactions initiated through the use of the password and/or passphrase that You establish through registration on the Sellro Commerce Site and You are solely responsible for maintaining the confidentiality of such password and/or passphrase.

Notwithstanding anything contained in the foregoing, this Agreement will not bind KayRo Solutions unless You meet the eligibility criteria for entering into this Agreement as set forth in Section 1 of this Agreement.

1. Eligibility Criteria

The Software license and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to persons under the age of 18. If You are registering as a business entity, You represent that You have the authority to bind the entity to this Agreement.

KayRo Solutions uses many techniques to verify the accuracy of the information You provide when You register on the Sellro Commerce Site. If for any reason, KayRo Solutions, in its sole discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to You, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.

2. Services

2.1 Services

Upon activation of Your account and subject to the payment of applicable fees, KayRo Solutions will provide certain hosting, support and other miscellaneous Services for the Software licensed by You under this Agreement and Your Store during the term of this Agreement as published on the Sellro Commerce Site. Your Store shall be hosted on a KayRo Solutions Server on which several merchants may share the resources and network capacity of that KayRo Solutions Server.

2.2 Store Design and Customization

At Your request, and subject to KayRo Solutions’s acceptance of your request and Your payment of applicable fees, KayRo Solutions will provide design and customization Services for Your Store as provided in this Section 2.2 and in accordance with KayRo Solutions then current customization terms and conditions. You shall provide all text, music, sound, photographs, video, graphics, logo data, software, design, information and all other content for Your Store to KayRo Solutions within a time period designated by KayRo Solutions. KayRo Solutions shall transfer all Your content into electronic form and a user-accessible format.

2.3 Changes in Services

KayRo Solutions reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to You. You agree to receive administrative communications from KayRo Solutions in regards to the Software, Services, Your account, policy changes and system updates.

2.4 Service Downgrades

Downgrading your Service may cause the loss of Content, features, or capacity of your Account. KayRo Solutions does not accept any liability for such loss.

3. Your Store & Content Control

3.1 Control of Your Store

You will be solely responsible for the development, operation and maintenance of Your Store, including the operation of Your Store, accepting, processing and filling customer orders generated through Your Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Your Store. You agree that KayRo Solutions has no obligation to back-up any data related to Your Store's operations and you should independently take appropriate steps to maintain such data in accordance with Your needs and requirements.

3.2 Control of Your Store's Content

You will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on Your Store, regardless of whether KayRo Solutions provides any design or customization Services to You under this Agreement, including all descriptions of the products and services You offer to customers of Your Store and user-generated content on and related to Your Store. As a conduit, KayRo Solutions will give You complete discretion over Your content provided it is compatible and interoperable with the Software and Services provided by KayRo Solutions under this Agreement. You retain all rights, title and interest in and to all intellectual property rights embodied in Your content, exclusive of any content provided by KayRo Solutions. Notwithstanding anything contained in the foregoing, if You breach any of the covenants in Section 4.1 of this Agreement, KayRo Solutions is entitled to suspend or terminate Your Store and/or any access to information or data related to Your account and the Software in accordance with Section 12 of this Agreement.

3.3 Passive Conduit

You acknowledge that, by only providing You with the ability to publish and distribute Your own or third party products, services or content, KayRo Solutions and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. KayRo Solutions has no obligation to You or any third party, and undertakes no responsibility, to review Your Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Your Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if KayRo Solutions believes in its sole discretion (as applicable) that Your Store or any products, services, content or other materials in the Store or on KayRo Solutions Servers may create liability for KayRo Solutions, You agree that KayRo Solutions may take any actions with respect to the content or materials or Your Store that KayRo Solutions believes are prudent or necessary to minimize or eliminate KayRo Solutions’s potential liability. KayRo Solutions shall, as applicable, be the sole judge of what content or materials may create liability for KayRo Solutions.

3.4 Content License

During the period that KayRo Solutions provides Services to You, You hereby grant to KayRo Solutions and its subcontractors a non-exclusive, irrevocable, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Your content solely for the purposes provided in this Agreement.

4. Covenants

4.1 Covenants by You

You covenant that any products, services, or content published and distributed on Your Store and Your related activities shall not violate the KayRo Solutions Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they:

• (i) be false, inaccurate or misleading;
• (ii) be fraudulent or involve the sale of counterfeit or stolen items;
• (iii) infringe or misappropriates any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
• (iv) violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising);
• (v) be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
• (vi) be obscene or contain child pornography;
• (vii) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
• (viii) involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and You shall not use Your account or Your Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid or ponzi schemes;
• (ix) involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent You shall maintain a written record for a period of three (3) years after any termination of this Agreement;
• (x) be harmful or potentially harmful to the KayRo Solutions Server structure as determined in KayRo Solutions’ sole discretion, including without limitation overloading the KayRo Solutions technical infrastructure;
• (xi) involve subleasing Your account or offering "free space"on or other access to Your account or Your Store to third parties;
• (xii) create liability for KayRo Solutions and its subcontractors or expose them to undue risk or otherwise engage in activities that KayRo Solutions, in its sole discretion, determines to be harmful to KayRo Solutions’ affiliates, operations, reputation, or goodwill ; and
• (xiii) link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate KayRo Solutions' Prohibited and Restricted Items that is incorporated herein by reference and may be amended from time to time.

Furthermore, You agree to display and adhere to a terms of use or other user-type agreement, as well as a privacy policy, governing Your operation of Your Store and Your conduct with Your Store's customers.

4.2 Breach of Covenant

Your failure to comply with the covenants set forth in Section 4.1 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 12 of this Agreement.

5. Fees, Taxes, & Audit Rights

5.1 Fees

You shall pay the fees set forth for the Software license and Services purchased by You in accordance with KayRo Solutions’ Fees Policy that is incorporated into this Agreement by reference. KayRo Solutions may change the fees for its Services from time to time.

5.2 Payment Terms

You agree to pay for non-refundable monthly rental credit, reserve credit, and other annual or one-time fees, in advance, including fees for the license of Software and Services to be rendered to You by or on behalf of KayRo Solutions.

The Service is based on monthly rental credit is non-refundable. There will be no refunds or credits for partial months of service, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

Upon non-payment KayRo Solutions may re-attempt to collect the amount due up to 3 times before suspending or terminating Your Account.

6. Disclaimer of Warranties

KAYRO SOLUTIONS, ITS SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE SOFTWARE, ADDITIONAL SOFTWARE, AND SERVICES, ON AN "AS IS"BASIS AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE ARE EXCLUDED. KAYRO SOLUTIONS, ITS SUPPLIERS AND SERVICE PROVIDERS, DO NOT WARRANT THAT THE SOFTWARE, ADDITIONAL SOFTWARE, OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND MAKE NO REPRESENTATIONS REGARDING UPTIME, USE, DATA SECURITY, ACCURACY AND RELIABILITY OF THEIR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 7 IS REASONABLE AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

7. Limitation of Liability

IN NO EVENT SHALL KAYRO SOLUTIONS, ITS SUPPLIERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE ADDITIONAL SOFTWARE, THE SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).

8. Indemnity

You agree to indemnify and hold KayRo Solutions, its suppliers, and service providers, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys' and expert witnesses' fees) incurred or arising from: (a) any breach of the covenants in Section 4.1 of this Agreement, (b) any content provided by You or generated by users of Your Store, (c) any claims arising from the sale or license of goods or services in Your Store, or (d) any breach of this Agreement or the documents it incorporates by reference. KayRo Solutions', its suppliers' and service providers' indemnity rights shall not be limited or offset by any contributory negligence by KayRo Solutions.

9. Customer Data, Your Data & Privacy Policy

As between KayRo Solutions and You, You shall own all data disclosed by or collected about (a) an individual or entity that accesses Your Store to browse or shop ("Customer Data"), and (b) You ("Your Data"). KayRo Solutions does not sell or rent Your Data to third parties for marketing purposes without Your explicit, that is incorporated herein by reference and as it may be amended from time to time.

KayRo Solutions shall collect, store and process Customer Data and Your Data on computers located in the United Kingdom that are protected by physical as well as technological security devices. If You object to Customer Data or Your Data being collected, stored or processed in this way, please do not use the Software or Services.

You shall maintain all Customer Data that is collected by or disclosed to You in trust and confidence and use and disclose such information solely in accordance with Your privacy policy. You must post, maintain and adhere to Your privacy policy that informs Your Store customers what Customer Data is collected, how it is used, the effective date of Your privacy policy and how customers of Your Stores can learn of changes to Your privacy policy via the FAQ section of Your Store. In addition, You must prominently include within Your posted privacy policy a statement notifying Your customers that Your Store is hosted by KayRo Solutions and that KayRo Solutions has access to aggregated information about customers of Your Store in order for KayRo Solutions to analyze performance and make improvements to KayRo Solutions products.