ROOTSY MARKETPLACE INC.

TERMS & CONDITIONS (SELLERS)

Effective Date: November 01, 2025

Last Updated: November 01, 2025

Governing Law: Province of Ontario and the laws of Canada applicable therein

1. ACCEPTANCE OF TERMS

By registering as a seller, creating a Seller Account, listing products, or otherwise using Rootsy Marketplace Inc. (“Rootsy,” “we,” “our,” or “us”), you (“Seller,” “you,” or “your”) agree to be legally bound by these Seller Terms & Conditions (“Terms”).

These Terms incorporate by reference the following policies, which together form a binding agreement:

Seller Expectations & Code of Conduct

Prohibited Products & Conduct Policy

Shipping & Fulfilment Policy

Refund & Dispute Resolution Policy

Privacy Policy

If you do not agree to these Terms or any incorporated policy, you must not use the Rootsy platform.

2. ROLE OF ROOTSY AS A MARKETPLACE

Rootsy is an online marketplace platform that connects independent Canadian sellers with buyers across Canada.

Rootsy provides the website, seller dashboards, payment facilitation, logistics coordination, and dispute resolution tools.

Rootsy does not manufacture, store, inspect, package, or ship products.

Rootsy does not act as a seller, reseller, or agent for sellers.

Rootsy does not guarantee sales volume, delivery times, or business performance.

Each transaction is a direct contract between the Seller and the Buyer, not between the Seller and Rootsy.

3. SELLER ELIGIBILITY & REGISTRATION

To sell on Rootsy, you must be at least 18 years of age and operate a Canada-based business as a sole proprietor, partnership, or corporation.

You agree to provide accurate, complete, and current registration information, including business, tax, and banking details.

You are responsible for maintaining all required licenses, permits, and legal approvals necessary to sell your products in Canada.

Rootsy may request identity verification or compliance documentation at any time.

4. SELLER OBLIGATIONS

You agree to provide accurate product descriptions, pricing, images, and inventory information.

You agree to sell only lawful products that comply with Canadian safety, labelling, import, and consumer protection laws.

You agree to fulfil orders promptly and professionally.

You agree to respond to buyer messages, return requests, or Rootsy communications within 48 hours.

You agree not to redirect buyers off the Rootsy platform to avoid fees or bypass Rootsy systems.

5. PRODUCT COMPLIANCE & PROHIBITED ITEMS

You may not list or sell products prohibited under Rootsy policies or Canadian law.

This includes, but is not limited to, weapons, firearms, drugs, cannabis, alcohol, tobacco, counterfeit goods, hazardous materials, recalled products, adult or explicit content, live animals, or illegal imports.

Listings that violate policy may be removed without notice, and accounts may be suspended or terminated.

6. FEES & SUBSCRIPTIONS

After the applicable free trial period, sellers are charged a monthly subscription fee based on the selected plan.

Rootsy operates on a 10-20-70 cost-sharing model for order fulfilment and platform operations.

Under this model, approximately 70% of applicable fulfilment, logistics, and platform-related operational costs may be borne by the buyer at checkout, where applicable.

Approximately 20% of such costs are borne by the seller.

The remaining 10% may be absorbed by Rootsy as part of platform operations and service support.

In addition to subscription fees, Rootsy charges a commission of 5.99% on gross sales per completed transaction and a payment processing fee of 2.99% plus $0.30 CAD per order.

All fees are exclusive of applicable GST/HST, which will be charged where required by law.

Rootsy reserves the right to revise pricing, fees, commissions, or cost-sharing structures with reasonable prior notice.

7. PAYOUTS

Payouts are generally issued approximately seven days after an order is marked as delivered.

Funds are deposited to the seller’s linked Canadian bank account.

Rootsy may temporarily withhold payouts in cases of refunds, disputes, chargebacks, fraud investigations, or policy violations.

8. SHIPPING & FULFILMENT

Shipping on Rootsy is coordinated through approved third-party logistics partners, including eShipper and its carrier network.

Sellers are responsible for proper packaging, accurate weight and dimension declarations, and correct label usage.

Shipping costs are shared between Buyer, Seller, and Rootsy as displayed at checkout.

Rootsy is not responsible for carrier delays, loss, or damage beyond digital coordination and support.

9. RETURNS & REFUNDS

Buyers generally have 15 days from delivery to request a return, subject to the Refund & Dispute Resolution Policy.

Sellers must respond to return requests within 48 hours.

If an item is defective or incorrect, the seller is responsible for return shipping.

If a return is due to buyer preference, return shipping is typically buyer-paid unless otherwise stated by the seller.

10. SELLER PERFORMANCE & ACCOUNT REVIEW

Rootsy may monitor seller performance, including fulfilment timeliness, dispute response, cancellation rates, and customer feedback.

Consistent underperformance or policy violations may result in warnings, account holds, or suspension.

11. DATA & PRIVACY

Seller access to buyer information is limited strictly to order fulfilment and customer service.

You may not use buyer data for off-platform marketing or share it with unauthorized third parties.

All data handling must comply with Canadian privacy laws and Rootsy’s Privacy Policy.

12. INTELLECTUAL PROPERTY

You grant Rootsy a non-exclusive, royalty-free license to use your product images, logos, and descriptions for platform operation and marketing.

You confirm that you own or have legal rights to all content you upload.

13. INDEMNITY

You agree to indemnify and hold harmless Rootsy, its directors, employees, and service partners from any claims, damages, losses, or expenses arising from your products, conduct, or breach of these Terms.

14. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Rootsy’s total liability to you shall not exceed the fees paid by you to Rootsy in the 30 days preceding the claim.

Rootsy is not liable for indirect, incidental, or consequential damages.

15. TERMINATION

Rootsy may suspend or terminate seller accounts for fraud, non-payment, repeated disputes, or policy violations.

Outstanding orders, refunds, or disputes will continue to be handled under applicable policies.

16. GOVERNING LAW & DISPUTES

These Terms are governed by the laws of Ontario, Canada.

Disputes must first be submitted to Rootsy’s Resolution Centre.

Unresolved disputes will proceed to binding arbitration in Ontario, unless prohibited by law.

17. CHANGES TO TERMS

Rootsy may update these Terms at any time.

Continued use of the platform after updates constitutes acceptance.

18. CONTACT INFORMATION

Rootsy Marketplace Inc.

Email: contact@rootsy.ca