HYBRISHOP SELLER TERMS & AGREEMENT

Effective Date: 10/09/26
Last Updated: 09/09/26

These Seller Terms & Agreement (“Agreement”) are entered into between HybriShop Digital Trade Corp. (“HybriShop”, “we”, “us”, or “our”) and the individual, business, organization, manufacturer, supplier, wholesaler, brand, or other entity registering or operating as a Seller on HybriShop (“Seller”, “you”, or “your”).

By clicking “I Agree”, “Register as Seller”, “Create Shop”, or an equivalent acceptance button, completing Seller registration, creating a Seller account, listing products, accepting orders, or otherwise using HybriShop Seller services, you confirm that you have read, understood, and agreed to be legally bound by this Agreement, subject to applicable law.

1. DEFINITIONS

For purposes of this Agreement:

1.1 “HybriShop”

Means the digital marketplace, website, applications, technology, services, tools, systems, and related services operated or provided by HybriShop Digital Trade Corp.

1.2 “Seller”

Means any approved individual or legal entity that uses HybriShop to list, market, sell, supply, source, or otherwise offer products or services.

1.3 “Buyer”

Means a customer, business, organization, institution, or other party purchasing or seeking to purchase products or services through HybriShop.

1.4 “Seller Account”

Means the account created by a Seller to access and use HybriShop Seller services.

1.5 “Seller Shop”

Means the online storefront or business profile operated by the Seller through HybriShop.

1.6 “Product”

Means any lawful product, service, item, material, or offering listed by a Seller on HybriShop.

1.7 “Order”

Means a purchase request or transaction submitted through HybriShop involving a Seller's Product.

1.8 “Seller Content”

Means information, photographs, videos, logos, descriptions, trademarks, product information, documents, and other content submitted by the Seller.

2. ELIGIBILITY

To register as a Seller, you must:

1. Provide accurate and complete information.

2. Have the legal capacity to enter into this Agreement.

3. Have the legal right to sell the Products or services you list.

4. Maintain all licenses, registrations, approvals, certifications, and permissions required for your business and Products.

5. Comply with applicable laws and regulations.

6. Provide additional information reasonably requested by HybriShop for verification, compliance, security, or marketplace operations.

If you register on behalf of a company, organization, or business, you represent that you have authority to enter into this Agreement on its behalf.

3. SELLER ACCOUNT REGISTRATION

The Seller must provide truthful, accurate, current, and complete information during registration.

The Seller must promptly update information if it changes.

HybriShop may require additional verification before approving or continuing a Seller account.

HybriShop may reject an application or restrict an account where:

• Information is incomplete or inaccurate.

• The Seller cannot reasonably be verified.

• The Seller does not meet marketplace requirements.

• The Seller presents a material risk to Buyers or the marketplace.

• The proposed Products are prohibited or restricted.

• The Seller has previously violated applicable HybriShop rules.

4. SELLER ACCOUNT SECURITY

The Seller is responsible for maintaining the confidentiality and security of its account credentials.

The Seller must not:

• Share account credentials with unauthorized persons.

• Permit unauthorized access.

• Use another Seller's account.

• Attempt to access another person's account.

• Circumvent marketplace security measures.

If unauthorized access is suspected, the Seller must promptly notify HybriShop.

5. INDEPENDENT BUSINESS RELATIONSHIP

The Seller operates as an independent business.

Nothing in this Agreement creates or establishes:

• An employment relationship;

• A partnership;

• A joint venture;

• A franchise;

• An agency relationship; or

• An employer-employee relationship

between HybriShop and the Seller.

The Seller is responsible for its own business operations, employees, representatives, suppliers, taxes, licenses, Products, customers, and legal obligations.

6. ROLE OF HYBRISHOP

HybriShop provides digital marketplace infrastructure and related services intended to facilitate connections and transactions between Sellers and Buyers.

HybriShop may provide:

• Seller storefront functionality;

• Product listing tools;

• Marketplace discovery;

• Order-management tools;

• Seller dashboards;

• Communication features;

• Promotional opportunities;

• Business and wholesale discovery;

• Payment-related services where available;

• Delivery-related integrations where available;

• Other marketplace and technology services.

Unless expressly stated otherwise, HybriShop does not manufacture, own, inspect, warehouse, or directly sell Products listed by independent Sellers.

The Seller remains responsible for its Products and obligations to Buyers.

7. SELLER RESPONSIBILITIES

The Seller agrees to:

1. Provide accurate Product information.

2. Maintain accurate inventory.

3. Set lawful and accurate prices.

4. Fulfill accepted Orders responsibly.

5. Package Products appropriately.

6. Meet applicable delivery commitments.

7. Handle returns, replacements, refunds, and warranties where applicable.

8. Provide appropriate customer support.

9. Comply with applicable laws.

10. Maintain required business licenses and approvals.

11. Ensure Product authenticity and legality.

12. Respect intellectual-property rights.

13. Cooperate with legitimate HybriShop investigations.

14. Maintain appropriate business and transaction records.

8. PRODUCT LISTINGS

The Seller grants HybriShop permission to display Seller Content necessary to operate the marketplace.

The Seller must ensure that Product listings accurately describe the Products being offered.

Listings must not contain:

• False information;

• Misleading claims;

• Fake specifications;

• Unauthorized brand information;

• Copyright-infringing material;

• Fraudulent offers;

• Prohibited Products; or

• Materially deceptive information.

HybriShop may remove or restrict listings that violate this Agreement, the Seller Policy, applicable law, or marketplace standards.

9. PRODUCT OWNERSHIP AND AUTHORITY TO SELL

The Seller represents and warrants that it:

• Owns the Products or has lawful authority to sell them;

• Has the necessary rights to use associated trademarks and content;

• Has not knowingly listed counterfeit or stolen Products;

• Has obtained necessary licenses or permissions; and

• Can legally fulfill Orders for the Products offered.

The Seller must be able to provide supporting evidence where reasonably requested.

10. PROHIBITED PRODUCTS

The Seller must not list or sell Products prohibited by:

• Applicable law;

• Regulatory authorities;

• Payment providers;

• Delivery partners;

• HybriShop policies; or

• Other applicable marketplace requirements.

HybriShop may maintain a separate Prohibited Products Policy, which forms part of this Agreement.

HybriShop may remove a prohibited listing without prior notice where reasonably necessary.

11. PRICING

The Seller is responsible for setting Product prices.

The Seller agrees that prices and promotional claims must be:

• Accurate;

• Transparent;

• Lawful; and

• Consistent with the Product actually offered.

Any applicable taxes, delivery charges, fees, discounts, or other mandatory charges must be disclosed where required.

12. ORDERS AND ACCEPTANCE

The Seller is responsible for reviewing and processing Orders received through HybriShop.

After an Order is accepted, the Seller must make reasonable efforts to fulfill it according to the applicable Order terms.

The Seller must not intentionally accept Orders that it knows or reasonably expects it cannot fulfill.

13. CANCELLATIONS

Seller cancellations should occur only for legitimate reasons.

Examples may include:

• Genuine stock shortages;

• Product discontinuation;

• Technical or listing errors;

• Delivery restrictions;

• Fraud or security concerns;

• Events beyond reasonable control.

Repeated avoidable cancellations may result in marketplace performance action.

14. DELIVERY AND FULFILLMENT

The Seller is responsible for preparing Products for delivery and meeting applicable fulfillment requirements.

Where HybriShop provides delivery integrations, the Seller must follow the applicable procedures.

Where the Seller independently arranges delivery, the Seller remains responsible for meeting its communicated delivery obligations.

For international transactions, the Seller must comply with applicable export, customs, import, shipping, documentation, and destination-country requirements.

15. RETURNS, REFUNDS AND REPLACEMENTS

The Seller agrees to comply with applicable HybriShop return, refund, cancellation, replacement, warranty, and customer-protection requirements.

A separate Return & Refund Policy may establish detailed operational rules and will form part of the Seller's obligations where applicable.

The Seller must cooperate with legitimate return and refund processes.

16. CUSTOMER SERVICE

The Seller must provide reasonable customer support for Products sold through HybriShop.

The Seller should respond to relevant customer inquiries within the timeframe established by HybriShop.

The Seller must not engage in abusive, threatening, discriminatory, deceptive, or inappropriate communication.

17. WHOLESALE AND B2B TRANSACTIONS

HybriShop may facilitate B2B, wholesale, bulk, manufacturer, supplier, institutional, and procurement opportunities.

Sellers participating in such activities must provide accurate information regarding:

• Minimum order quantities;

• Wholesale pricing;

• Production capacity;

• Lead times;

• Product specifications;

• Supply capacity;

• Payment terms;

• Delivery terms;

• Certifications; and

• Other material commercial conditions.

The Seller is responsible for fulfilling any commercial commitments it makes to a Buyer.

18. INTERNATIONAL BUSINESS

Where HybriShop provides international selling, sourcing, or business-connection opportunities, participation does not automatically mean that every Product is eligible for export or import.

The Seller is responsible for determining and complying with applicable:

• Export laws;

• Import laws;

• Customs requirements;

• Duties and taxes;

• Product restrictions;

• Certifications;

• Shipping requirements;

• Documentation requirements; and

• Destination-country regulations.

19. FEES AND COMMISSIONS

The Seller agrees to pay applicable marketplace fees, commissions, subscriptions, service charges, promotional charges, payment-processing fees, or other charges communicated by HybriShop.

Applicable fees may be published through:

• Seller dashboard;

• Seller Agreement;

• Fee schedule;

• Official HybriShop communication; or

• Other applicable marketplace documentation.

HybriShop may modify applicable fees subject to applicable contractual and legal requirements.

20. PAYMENTS AND SETTLEMENTS

Where HybriShop provides payment or settlement services, transactions and Seller payouts will be subject to applicable payment and settlement procedures.

HybriShop may delay, withhold, adjust, or offset amounts where reasonably necessary for:

• Refunds;

• Chargebacks;

• Disputes;

• Fraud investigations;

• Policy violations;

• Payment reversals;

• Legal or regulatory requirements; or

• Other legitimate marketplace purposes.

Any withholding or adjustment will be subject to applicable law and contractual requirements.

21. TAX RESPONSIBILITIES

The Seller is responsible for determining and fulfilling its tax obligations arising from its business activities.

The Seller must maintain any applicable:

• Tax registrations;

• Business records;

• Invoices;

• Receipts;

• Tax documentation; and

• Regulatory filings.

HybriShop may provide transaction information where required by applicable law.

22. INTELLECTUAL PROPERTY

The Seller must not upload or use content that infringes another person's intellectual-property rights.

The Seller represents that it has the necessary rights to all Seller Content submitted to HybriShop.

HybriShop may remove content where there is a credible allegation or reasonable suspicion of infringement.

23. LICENSE TO HYBRISHOP

The Seller grants HybriShop a non-exclusive, worldwide, royalty-free license, to the extent legally permitted, to use, reproduce, display, distribute, format, modify, and otherwise process Seller Content for purposes including:

• Operating the marketplace;

• Displaying Products;

• Promoting Seller shops;

• Marketing HybriShop;

• Providing marketplace services;

• Improving platform functionality;

• Creating promotional materials; and

• Supporting marketplace discovery.

This license does not transfer ownership of the Seller's underlying intellectual property.

24. SELLER BRANDING

The Seller may use its business name, brand, logo, photographs, and other authorized branding through its Seller Shop.

The Seller must ensure that such branding does not:

• Impersonate another business;

• Mislead customers;

• Infringe intellectual property;

• Contain unlawful material; or

• Violate HybriShop branding requirements.

25. REVIEWS AND RATINGS

The Seller must not manipulate customer reviews or ratings.

Prohibited activities include:

• Creating fake reviews;

• Buying reviews;

• Creating fake customer accounts;

• Threatening customers for negative reviews;

• Improperly incentivizing positive reviews;

• Manipulating ratings.

HybriShop may remove reviews that violate applicable rules.

26. CUSTOMER DATA

The Seller may receive certain Buyer information necessary to fulfill transactions.

The Seller must:

• Use Buyer information only for legitimate business purposes;

• Protect Buyer information;

• Avoid unauthorized disclosure;

• Not sell Buyer information;

• Not use Buyer information for unrelated spam;

• Comply with applicable data-protection requirements.

The Seller must promptly notify HybriShop of any suspected unauthorized access or data incident involving marketplace information where required.

27. CONFIDENTIAL INFORMATION

The Seller may receive confidential information relating to HybriShop, Buyers, business opportunities, technology, commercial arrangements, or other marketplace activities.

The Seller agrees not to disclose or misuse confidential information except where:

• Required by law;

• Authorized by HybriShop;

• Necessary to fulfill an applicable transaction; or

• The information has become publicly available through lawful means.

28. FRAUD AND ABUSE

The Seller must not engage in fraudulent or abusive activity.

Prohibited activities include:

• Fake Orders;

• Fake accounts;

• Payment fraud;

• Review manipulation;

• Identity misrepresentation;

• Counterfeit Products;

• Stolen Products;

• Artificial manipulation of marketplace activity;

• Fee circumvention;

• Unauthorized system access;

• Attempts to exploit marketplace vulnerabilities.

HybriShop may take immediate protective action where fraud or abuse is suspected.

29. OFF-PLATFORM TRANSACTIONS

Sellers must not use HybriShop primarily to circumvent applicable marketplace fees, protections, systems, or transaction rules.

Where HybriShop expressly permits B2B networking or business communication, Sellers may communicate with potential business partners subject to applicable laws and HybriShop rules.

30. SELLER PERFORMANCE

HybriShop may evaluate Seller performance based on reasonable marketplace indicators, including:

• Order fulfillment;

• Cancellation rate;

• Delivery performance;

• Product quality;

• Customer complaints;

• Return rate;

• Refund performance;

• Customer ratings;

• Policy compliance;

• Responsiveness.

Seller performance may influence eligibility for promotional programs or certain marketplace features.

31. PROMOTIONAL OPPORTUNITIES

HybriShop may provide eligible Sellers with opportunities such as:

• Featured Seller placement;

• Featured Products;

• Campaign participation;

• Promotional content;

• Social-media exposure;

• Business discovery;

• Wholesale opportunities;

• Other marketplace promotional programs.

Participation does not guarantee any specific sales, leads, customers, traffic, or revenue.

32. SELLER REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants that:

1. Information provided to HybriShop is accurate.

2. The Seller has authority to enter into this Agreement.

3. The Seller has the legal right to sell listed Products.

4. Products comply with applicable legal requirements.

5. Product information is accurate.

6. Seller Content does not knowingly infringe third-party rights.

7. The Seller will comply with this Agreement and applicable HybriShop policies.

8. The Seller will fulfill legitimate Orders responsibly.

33. INDEMNIFICATION

To the extent permitted by applicable law, the Seller agrees to indemnify and hold harmless HybriShop, its officers, employees, representatives, and service providers from claims, losses, liabilities, damages, costs, and reasonable expenses arising from or related to:

• Seller's Products;

• Seller's business;

• Seller's breach of this Agreement;

• Seller's violation of applicable law;

• Intellectual-property infringement caused by Seller Content;

• Fraudulent or unlawful Seller activity;

• Seller's obligations to Buyers;

• Seller's negligence or misconduct.

This provision shall apply only to the extent permitted by applicable law.

34. LIMITATION OF HYBRISHOP'S ROLE

To the maximum extent permitted by law, HybriShop provides marketplace infrastructure and services and does not assume responsibility for matters solely controlled by the Seller.

These may include:

• Product manufacturing;

• Product quality;

• Product authenticity;

• Seller licensing;

• Seller taxes;

• Seller representations;

• Seller fulfillment;

• Seller warranties;

• Seller employees;

• Seller suppliers.

Nothing in this Agreement excludes or limits liability that cannot legally be excluded or limited.

35. NO GUARANTEE OF BUSINESS RESULTS

HybriShop does not guarantee:

• Minimum sales;

• Minimum Orders;

• Specific revenue;

• Specific customer numbers;

• Specific traffic;

• Specific search rankings;

• Wholesale Buyers;

• International Buyers;

• Business leads;

• Promotional results.

Marketplace performance depends on numerous factors outside HybriShop's control.

36. SUSPENSION AND RESTRICTION

HybriShop may suspend or restrict a Seller account where reasonably necessary because of:

• Policy violations;

• Fraud concerns;

• Security concerns;

• Illegal activity;

• Counterfeit Products;

• Unsafe Products;

• Repeated customer complaints;

• Material Seller-performance issues;

• Failure to provide required information;

• Payment or financial risks;

• Regulatory requirements.

Where appropriate, HybriShop may provide the Seller with an opportunity to respond.

37. TERMINATION BY SELLER

The Seller may request closure of its Seller account subject to completion of outstanding obligations.

Before account closure, the Seller may be required to:

• Complete outstanding Orders;

• Resolve disputes;

• Process applicable refunds;

• Address returns;

• Satisfy outstanding fees;

• Complete other outstanding obligations.

38. TERMINATION BY HYBRISHOP

HybriShop may terminate the Seller relationship where permitted by applicable law and this Agreement.

Termination may occur because of:

• Material breach;

• Repeated policy violations;

• Fraud;

• Illegal activity;

• Serious customer harm;

• Counterfeit or prohibited Products;

• Abuse of the marketplace;

• Material misrepresentation;

• Other legitimate marketplace or legal reasons.

39. EFFECT OF TERMINATION

After termination:

• Seller access may be disabled;

• Seller listings may be removed;

• Promotional privileges may end;

• Outstanding transactions may continue to be processed where appropriate;

• Applicable payment adjustments may continue;

• Refund, return, warranty, and dispute obligations may survive;

• Confidentiality obligations may survive;

• Other provisions intended to survive termination will remain effective.

40. APPEALS

Where applicable, a Seller may request review of an enforcement action.

The Seller should provide:

• Account information;

• Relevant listing or Order information;

• Explanation of the issue;

• Supporting evidence;

• Corrective measures taken.

HybriShop may review the matter and determine whether the action should be maintained, modified, or reversed.

41. RECORD KEEPING

The Seller agrees to maintain appropriate business and transaction records relating to its marketplace activities.

Such records may include:

• Orders;

• Invoices;

• Product information;

• Inventory;

• Delivery records;

• Refunds;

• Returns;

• Customer communications;

• Business documentation.

Records must be retained for the period required by applicable law or HybriShop requirements.

42. COMPLIANCE WITH LAW

The Seller must comply with all laws and regulations applicable to its activities.

This includes, where applicable:

• Consumer-protection laws;

• Digital-commerce requirements;

• Product-safety rules;

• Tax requirements;

• Business licensing;

• Intellectual-property laws;

• Import/export requirements;

• Advertising rules;

• Data-protection requirements;

• Sector-specific regulations.

The Seller is responsible for obtaining professional legal or tax advice where necessary.

43. FORCE MAJEURE

Neither party shall be responsible for delays or failures caused by circumstances beyond reasonable control, to the extent permitted by applicable law.

Such circumstances may include:

• Natural disasters;

• Floods;

• Fire;

• War;

• Civil unrest;

• Government restrictions;

• Major infrastructure failures;

• Telecommunications failures;

• Cybersecurity incidents;

• Transportation disruptions;

• Payment-system failures;

• Other extraordinary events.

Affected parties should take reasonable steps to minimize disruption.

44. POLICY INCORPORATION

The following documents may form part of this Agreement:

• HybriShop Seller Policy;

• HybriShop Terms & Conditions;

• HybriShop Privacy Policy;

• Return & Refund Policy;

• Prohibited Products Policy;

• Seller Fee & Commission Policy;

• Shipping/Delivery Policy;

• Other marketplace policies communicated by HybriShop.

Where applicable, the Seller agrees to comply with these documents.

45. POLICY CHANGES

HybriShop may update its policies and marketplace rules from time to time.

Where material changes are made, HybriShop may provide notice through reasonable means.

Continued use of Seller services after the effective date of an updated Agreement may constitute acceptance where legally permitted.

46. GOVERNING LAW

This Agreement shall be governed and interpreted in accordance with the applicable laws of Bangladesh, unless another governing law is expressly established by a valid written agreement.

Nothing in this Agreement is intended to remove mandatory rights or protections available under applicable law.

47. DISPUTE RESOLUTION

The parties should first attempt to resolve disputes through good-faith communication.

Where a dispute cannot be resolved informally, the parties may use any applicable dispute-resolution mechanism required by law or established in the applicable HybriShop Terms & Conditions.

Nothing in this section prevents a party from exercising mandatory legal rights.

48. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain effective to the extent permitted by law.

The affected provision shall be interpreted or modified to the minimum extent necessary where legally possible.

49. NO WAIVER

Failure by HybriShop to enforce any provision of this Agreement does not constitute a waiver of its right to enforce that provision later.

50. ASSIGNMENT

The Seller may not transfer or assign its rights or obligations under this Agreement without HybriShop's prior written consent, except where otherwise permitted by applicable law.

HybriShop may assign or transfer its rights and obligations as part of a restructuring, merger, acquisition, business transfer, or similar transaction, subject to applicable law.

51. ELECTRONIC ACCEPTANCE

The Seller agrees that electronic acceptance of this Agreement, including selecting an acceptance checkbox or clicking an acceptance button, may constitute legally binding acceptance to the extent permitted by applicable law.

Electronic records relating to acceptance may be retained by HybriShop.

52. ENTIRE AGREEMENT

This Agreement, together with applicable HybriShop policies and terms incorporated into it, represents the agreement governing the Seller's participation in the HybriShop marketplace, subject to applicable law and any separate written agreement between the parties.

53. CONTACT INFORMATION

HybriShop Digital Trade Corp.

Website: https://hybrishop.com/

Seller Registration: https://hybrishop.com/shops/create

Seller Login: https://hybrishop.com/seller/login

Seller Support Email: supporthybrishop@gmail.com

Business Address: Nabinagar, Savar, Dhaka-1344

Phone: +8801863954932

54. SELLER ACCEPTANCE

By selecting “I Agree”, “Register as Seller”, “Create Shop”, or an equivalent acceptance option, the Seller confirms that:

☐ I have read and understood the HybriShop Seller Terms & Agreement.

☐ I agree to comply with the HybriShop Seller Policy and applicable marketplace rules.

☐ The information provided by me is accurate and complete.

☐ I have the legal right and necessary authorization to sell the Products I list.

☐ I will comply with applicable laws and regulations.

☐ I accept responsibility for my Products, Orders, customers, business operations, and Seller obligations.

☐ I understand that HybriShop provides marketplace infrastructure and does not guarantee sales, revenue, customers, or business results.

☐ I understand that violations may result in listing removal, account restrictions, suspension, or termination.

By completing Seller registration and accepting these Terms, I agree to be bound by this Agreement.

HybriShop Digital Trade Corp.

Digital Trade Marketplace

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