Brand Agreement

Last Updated: June 15, 2026

This Brand Partner Agreement ("Agreement") governs the relationship between Veyra ALSQ Inc. ("Veyra," "we," "us," or the "Platform") and any brand, seller, vendor, designer, or business that connects a Shopify storefront, lists products, sells products, uploads content, or otherwise uses Veyra as a seller (the "Brand," "Partner," "you," or "your"). By creating a Brand account, connecting your Shopify storefront, listing products, accepting orders, or otherwise using Veyra as a seller, you agree to be bound by this Agreement, Veyra's Terms of Service, Privacy Policy, Refund & Returns Policy, Community Guidelines, and any other platform policies made available by Veyra from time to time. If you accept this Agreement on behalf of a business entity, you represent and warrant that you have authority to bind that entity.

Purpose

Veyra operates a fashion marketplace that enables independent fashion brands to connect with customers, display products, and sell products via the Veyra Platform. This Agreement sets the terms for Brand use of Veyra, including Shopify integration, listing and selling products, fulfilling orders, and providing customer service.

Marketplace Role

Veyra is a technology platform and marketplace only. Unless explicitly stated otherwise in writing, Veyra is not the seller, manufacturer, distributor, or merchant of record of any Brand products. The Brand is solely responsible for product listings, pricing, inventory management, order fulfillment, shipping, returns, exchanges, refunds, customer service, and compliance with laws and this Agreement. Veyra may facilitate transactions, provide platform tools, display products, promote brands, process platform data, and assist in dispute escalation, but Veyra does not assume responsibility for the Brand's obligations.

Shopify Integration

Brands must maintain an active Shopify storefront and integrate it with Veyra through the authorized process. Brands are responsible for accurate, complete, and up-to-date product data including descriptions, images, variants, inventory, prices, and shipping information, properly synchronized via Shopify webhooks. Brands may not bypass, manipulate, or reverse-engineer the integration.

Brand Account

Brands must provide accurate, complete, and current information including legal and operating names, contact info, Shopify store, and payment info. Brands represent that they have the legal authority to operate their business and sell their products, that all information provided is accurate, and that their participation on Veyra will not violate any agreements with Shopify, Stripe, customers, or third parties. Veyra may approve or reject new Brand applications at its reasonable discretion. Veyra may suspend or remove an existing Brand account only where the Brand has materially breached this Agreement or Veyra's platform policies, provided that Veyra will give the Brand written notice and a reasonable opportunity to cure the breach where practicable, except in cases of fraud, serious harm to customers, or repeated violations.

Product Listings

Brands are responsible for all product listings and must ensure accuracy and completeness of product name, description, price, images, variants, sizing, materials, availability, and shipping info. Brands must comply with all applicable laws and Veyra policies, and must not post misleading claims, counterfeit, stolen, infringing, unsafe, unlawful, or prohibited products. Veyra may review listings for compliance with this Agreement and platform policies. Veyra may remove or restrict listings that violate this Agreement, applicable law, or Veyra's published policies, and will notify the Brand where reasonably practicable.

Prohibited Products

Brands may not list counterfeit, stolen, infringing, hateful, discriminatory, unsafe, illegal, or otherwise prohibited items. Veyra may remove prohibited products immediately and may suspend or terminate the Brand's account.

Orders & Fulfillment

Brands are responsible for accepting, preparing, packaging, fulfilling, and delivering orders. Orders must be fulfilled within the stated processing times, with tracking information where available, and brands must notify customers and Veyra of delays, cancellations, or inventory issues. Veyra is not responsible for shipping delays, lost shipments, or carrier issues.

Returns, Refunds & Customer Service

Brands handle returns, refunds, exchanges, and post-sale support. Brands must respond to customer requests within 3–5 business days and comply with Veyra's Refund & Returns Policy. Brands must clearly disclose final sale, non-refundable, or custom items. If a customer cannot resolve an issue directly with the Brand, Veyra may facilitate, mediate, or enforce corrective actions.

Commission & Payments

Veyra charges a flat 13% commission on each sale. Payments, including Brand payouts and Veyra commission, are handled through Stripe Connect or another approved processor. Veyra does not hold Brand funds. Stripe or the payment processor may split, route, deduct, or settle amounts according to Stripe's rules. Brands are responsible only for fees allocated to them under the payment processor's configuration.

Taxes & Duties

Stripe Connect and Veyra's payment infrastructure handle applicable transaction taxes and duties where supported and enabled. Brands do not collect or remit sales taxes or duties processed through Veyra. Brands must provide accurate product and shipping information to enable correct tax calculations. Brands remain responsible for their own business, income, and other non-transactional taxes.

Intellectual Property & Licensing

Brands retain ownership of their intellectual property, including trademarks, designs, images, and content. Brands grant Veyra a worldwide, non-exclusive, royalty-free license to display, promote, and market their products and content solely for the purpose of operating and promoting the Veyra platform, including on Veyra's website, social media channels, marketing emails, and promotional campaigns. Use of Brand content in investor materials or external press requires prior written consent from the Brand. Veyra will not materially alter or misrepresent Brand content. This license terminates upon the Brand's departure from the platform. Brands may not use Veyra IP without written consent.

Brand Conduct & Customer Data

Brands are responsible for all content posted or uploaded. Content must not be misleading, infringing, hateful, abusive, unlawful, or spam. Brands may only use customer data for order fulfillment and support. Off-platform sales targeting Veyra customers to avoid commissions are prohibited.

Suspension & Termination

Veyra may suspend or terminate access with immediate effect for the following: (a) fraud or misrepresentation; (b) listing prohibited products; (c) serious or repeated non-fulfillment causing harm to customers; (d) confirmed misuse of customer data; (e) actions that pose an immediate risk of harm to Veyra, customers, or other Brands; or (f) material breach of this Agreement that the Brand has failed to cure within 7 business days of receiving written notice. For less serious violations, Veyra will first provide the Brand written notice and a 7-business-day cure period before taking any suspension or termination action. Either party may terminate on 30 business days' written notice. Termination does not relieve the Brand of obligations accrued prior to termination.

Indemnity

Brands agree to indemnify Veyra for claims, losses, damages, or costs arising from products, listings, operations, breaches of this Agreement, IP infringement, customer complaints, refunds, chargebacks, misuse of customer data, or other claims related to the Brand's business on Veyra. Veyra agrees to indemnify Brands for claims, losses, damages, or costs arising directly from Veyra's own negligence, wilful misconduct, breach of this Agreement, or infringement of third-party intellectual property by Veyra's platform technology.

Limitation of Liability

To the maximum extent permitted by law, Veyra is not liable for indirect, incidental, special, or consequential damages, including lost profits, revenue, or reputational harm. Total liability is capped at commissions received by Veyra in the prior three months.

Amendments

Veyra may update this Agreement or platform policies. For material changes (including changes to commission rates, liability terms, IP licensing, or termination rights), Veyra will provide at least 30 days' prior written notice by email to the Brand's registered address. If a Brand does not accept the updated terms within the notice period, Veyra may suspend the Brand's account until acceptance is received. For non-material changes (such as formatting corrections, clarifications, or typographical fixes), Veyra will provide reasonable notice and continued use of the Platform constitutes acceptance.

Governing Law & Dispute Resolution

This Agreement is governed by the laws of the Province of Ontario, Canada, and federal laws of Canada applicable therein. Any disputes are subject to the exclusive jurisdiction of Ontario courts. Parties will attempt informal resolution before litigation unless urgent action is required.

Entire Agreement

This Agreement, Veyra Terms of Service, Privacy Policy, Refund & Returns Policy, Community Guidelines, and other platform policies form the complete agreement between Veyra and the Brand.

Acceptance

By creating a Brand account, connecting Shopify, listing products, or accepting orders, the Brand confirms it has read and agreed to this Agreement.

For questions regarding this Agreement, please contact: support@veyraapp.com