This Agreement is subject to the following expressed terms and conditions:

I.                     Term. The Term of this Agreement shall commence as of the prior agreed upon Effective Date and shall run through 90 days (the “Term”), unless terminated earlier in accordance with the provisions of this Agreement. The contract moves to a month-to-month after which, with a 30-days written notice from either party to terminate the contract.

II.                   Payment by Vendor: The sum payable by the Vendor in exchange for the right to use the Individual Vendor Retail Space shall be $65 per month (which includes payment of the vendor’s share of common area expenses), which shall be paid no later than the 1st day of each month either by a Zelle (bank) transfer of funds or by submission through the vendor page on the swoon studio and co website.

A late fee of $10 shall be assessed if the payment is not received by the 3rd day of each month. Store shall retain [30%] of the retail price of products sold as commission, with the Vendor receiving [70%].

III.                Taxes: Aside from the payment of sales tax obligations generated by the sale of goods at the Property (addressed below), Vendor shall be responsible for the prompt and timely payment of all taxes, assessed by any government body authorized to charge and collect such taxes, associated with the sale of goods by the Vendor. Swoon Studio and Co will handle the reporting and payment of sales tax due as a result of the sale of goods at the Property, which taxes shall be paid by and collected by Swoon Studio and Co, from customers, at the time individual sales are made.

IV.               Use and Maintenance of the Individual Vendor Retail Space: Vendor agrees to utilize the Individual Retail Space to display goods for sale. Vendor may provide any materials needed to accompany their product in the Vendor Retail Space, consistent with the Display Guidelines set for in Swoon Studio and Co (attached to this Agreement). Swoon Studio and Co may use the provided materials at their discretion in alignment with overall store branding and aesthetic in mind.  Aside from set forth herein (or in Swoon Studio and Co Display Guidelines), Vendor shall be responsible for all costs incurred in connection with its retail activities in the Individual Vendor Retail Space, including and labor costs paid by representatives and employees independent from Swoon Studio and Co and are not employees or representatives of Swoon Studio and Co.

V.                 Swoon Studio and Co Obligations: Swoon Studio and Co shall provide the Vendor the following common-benefit infrastructure:

(a)    a point-of sale system to facilitate the sale of goods and track the sale to the Vendor

(b)    vendor administration data management

(c)  sales packaging materials such as gift bags and tissue, etc.,

(d)  group marketing items, such as store business cards

(e)  store utilities

Swoon Studio and Co will pay the Vendor at the end of each month for any revenues collected upon the sale of Vendor’s goods. Swoon Studio and Co has five (5) days after Month-End to generate a payment via transfer to the Vendor’s designated and agreed upon bank account or by check if requested by the Vendor, and will issue a 1099 to Vendor annually in connection with such payments.

Store may accept returns of defective products in accordance with Store's return policy, if applicable, the Vendor's account will be debited for any refunds due to a policy-approved return.

VI.               Vendor’s Obligations: The Vendor agrees to fulfil the following obligations in connection with its use of the Aggregate Retail Space:

(a)    Enter all incoming inventory into the provided consignment inventory program provided by Swoon Studio and Co and addressed in the attached Guidelines. Vendor will enter in all required data per product, including a desription of the product, an accurate quantity, price and photo of the product. Vendor will have products labeled, packaged and priced with the msrp at the time of unloading inventory at the store.

(b)    Vendor shall adhere to all policies and procedures set forth in Swoon Studio and Co Vendor Guidelines.

(c)     Vendor does hereby agree to hold and save Swoon Studio and Co harmless from all claims for property damages, personal injuries, or wrongful death arising out of Vendor’s use or occupation of the Individual Vendor Retail Space.

VII.             Vendor Non-Interference: Except for the enforcement of the provisions of this Agreement and Swoon Studio and Co Vendor Guidelines, which are incorporated as binding obligations as part of this Agreement, the Vendor agrees that it shall refrain from engaging in any act or behavior that interferes with the activities of Swoon Studio and Co or any of its other Vendors that contract to use any portion of the Aggregate Retail Space.

VIII.           Expiration of Agreement: Upon expiration of the Term of this Agreement, the Vendor agrees to quietly and peacefully surrender possession of the Individual Vendor Retail Space to Swoon Studio and Co in its original condition.

IX.              Default; Agreement Termination: Vendor shall be in default if Vendor shall fail, neglect or refuse to keep or perform any of the terms, covenants, or conditions of this Agreement or Swoon Studio and Co Vendor Guidelines and Vendor Agreement on its part to be kept and performed, and such default shall continue for a period of more than ten (10) days after notice thereof in writing given by Swoon Studio and Co to Vendor. Upon a default, and the passage of any cure period, Swoon Studio and Co, in addition to any other remedy may at its option and without further notice terminate this Agreement.

 Documentation Signed and Managed via email/ electronically.