Draft - pending attorney review. This is the current draft of our policy. It has not yet been reviewed by counsel and is not legally binding.

Vendor Agreement

Reviewed: 2026-06-21

RoboWear Vendor / Seller Agreement

RoboWear (operating the website at optimumrobowear.com, the "Platform," "we," "us," or "RoboWear") is operated by [LEGAL ENTITY NAME], a [STATE] [LLC / corporation]. This Vendor / Seller Agreement (this "Agreement") is a binding contract between RoboWear and the person or entity that registers a vendor account ("Vendor," "Seller," "you").

By clicking "I agree" (or any similar acceptance control) during vendor onboarding, or by listing any product on the Platform, you agree to this Agreement, the Vendor Acceptable Use & Prohibited Items Policy (Exhibit A), the Service Fee Schedule (Exhibit B), the RoboWear Terms of Service, and the RoboWear Privacy Policy, each of which is incorporated by reference. If you are entering into this Agreement on behalf of an entity, you represent that you have authority to bind that entity.

1. What RoboWear Is — and What You Are

1.1 Marketplace, not the maker. RoboWear operates an online marketplace where independent third-party vendors list and sell physical apparel and accessories made for humanoid robots (e.g., Tesla Optimus, Unitree G1, 1X NEO) and robot vacuums. RoboWear provides the storefront, a 3D "try-on" studio, search and discovery, checkout, payment processing, sales-tax handling, and dispute mediation. RoboWear does not manufacture, stock, inspect, own, or take title to your products.

1.2 You are the seller of record for the goods. As between you and RoboWear, you are the seller of record and the merchant responsible for the physical goods. You make, fulfill, ship, and stand behind every product you list. The sales contract for the goods is between you and the buyer. RoboWear is not a party to that sales contract and is not your agent for the manufacture, sale, or shipment of goods, except for the limited payment-collection and tax functions described in Sections 6 and 7.

1.3 Marketplace facilitator. For sales-tax purposes, RoboWear acts as a marketplace facilitator and merchant of record for payment: we facilitate the transaction, collect the buyer's payment, and collect and remit applicable sales/use tax (Section 7). This does not make RoboWear the seller of the goods themselves.

1.4 Independent contractors. You and RoboWear are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship beyond what is expressly stated.

2. Eligibility

2.1 To become a Vendor, you must:

  • be at least 18 years old and able to form a binding contract;
  • if registering as a business, be a validly formed and in-good-standing entity;
  • be located in, and operate from, the United States, with a valid U.S. tax identification number (SSN or EIN);
  • complete Stripe Connect Express onboarding and identity verification (KYC) (Section 6);
  • provide accurate business, contact, payout, and tax information and keep it current;
  • have the legal right to make, sell, and ship the products you list, and to grant the license in Section 4; and
  • not be barred from selling under U.S. law, U.S. sanctions/export controls, or any prior RoboWear termination for cause.

2.2 RoboWear may approve, decline, suspend, or condition any vendor account at its discretion, including running risk, fraud, sanctions, and identity checks.

3. Your Listings

3.1 Accuracy. Every listing must be truthful, accurate, and complete, including: product title and description; materials; sizing and fit (and which robot model(s)/version(s) it is made for); price; make-to-order lead time; ship-by window; shipping methods and costs; return eligibility; photos; and any required safety or care information. You must not misrepresent a product, its compatibility, its origin, or its condition.

3.2 Compatibility claims. If you state a product fits or is "for" a specific robot model, that statement must be true for the model and version(s) you name. You are responsible for fit and compatibility representations.

3.3 Assets you upload. You are responsible for all photos, 3D source images, text, logos, and other materials you upload ("Vendor Content"). You represent that you own or have all rights necessary to upload it and to let RoboWear use it under Section 4.

3.4 Pricing input; platform price control. You set the base price and shipping for your products. You acknowledge that RoboWear controls the final price presented and charged to buyers — including the right to display, format, run platform-funded promotions, apply discounts/credits, set currency presentation, and add the buyer-facing tax and any buyer-facing fees. This pricing control is a basis on which RoboWear, not you, files Form 1099-K for your transactions (Section 8).

4. The License You Grant RoboWear

4.1 Listing license. You grant RoboWear a worldwide, non-exclusive, royalty-free, sublicensable (to our hosting, CDN, payment, search, and similar service providers) license to host, store, reproduce, adapt, reformat, publicly display, publicly perform, and distribute your Vendor Content for the purpose of operating, marketing, and promoting the Platform and your listings, including in search results, recommendations, the storefront, email, social, and advertising for the Platform.

4.2 3D render / try-on license. You specifically authorize RoboWear to create, generate, and display 3D models, renders, turntables, and "try-on" visualizations of your products on robot avatars in the 3D studio, and to derive those renders from your uploaded source images and product data. You grant RoboWear the rights needed to create, host, modify, and display those derived 3D assets for Platform purposes. As between you and RoboWear, you retain ownership of your Vendor Content and your underlying product IP; RoboWear owns the storefront, the studio software, the robot avatars, and the platform-generated rendering technology, and (subject to your retained ownership of your Vendor Content) the specific render outputs RoboWear generates from your content for use on the Platform.

4.3 Duration / survival. The license in 4.1–4.2 lasts while your listing is active and for a reasonable wind-down period after removal needed to stop distribution. RoboWear may retain copies for legal, tax, audit, dispute, and backup purposes, and may keep residual cached/archived copies that are impractical to delete.

4.4 Feedback. If you give RoboWear suggestions or feedback, RoboWear may use it without restriction or obligation to you.

5. Fees and the Platform Cut

5.1 Founding vendors: 0% commission. Vendors designated by RoboWear as "Founding Vendors" pay 0% RoboWear commission on the product price for the founding period. Third-party processing fees (e.g., Stripe fees) and pass-through costs may still apply. Founding status, scope, and duration are as stated in your onboarding confirmation and Exhibit B.

5.2 Later platform cut. After the founding period (or for non-founding vendors), RoboWear charges a platform commission on the product price as stated in Exhibit B (Service Fee Schedule). Founding Vendor status, once granted, will not be reduced for already-active listings except as Exhibit B states for that vendor.

5.3 Changes to fees. RoboWear may change fees on at least [30] days' prior notice (email or dashboard). Changes apply to orders placed after the effective date. Continuing to list after the effective date is acceptance. If you do not accept, your remedy is to stop listing and/or terminate under Section 10.

5.4 Taxes on fees. Fees are exclusive of any taxes on RoboWear's services; you are responsible for such taxes if applicable.

6. Payments and Payouts (Stripe Connect Express)

6.1 Stripe Connect Express. Payouts to you are processed through Stripe Connect Express. You must create and maintain a connected Stripe Express account, complete Stripe's identity verification and KYC, and agree to the Stripe Connected Account Agreement (including the Stripe Services Agreement). You — not RoboWear — are responsible for your own KYC, banking details, and compliance with Stripe's terms. RoboWear is not a party to your relationship with Stripe and does not control Stripe's decisions.

6.2 Flow of funds. Buyers pay RoboWear (as merchant of record for payment) at checkout. After deducting applicable RoboWear fees, processing fees, refunds, chargebacks, taxes, and any holds or claw-backs, the remaining net proceeds are paid to your Stripe connected account.

6.3 Payout timing. Payouts are made on the schedule stated in your dashboard / Exhibit B (for example, [N] days after the buyer confirms delivery or the order auto-completes]), subject to Stripe's processing times and any holds. Timing may differ for new vendors, high-risk categories, or flagged orders.

6.4 Holds and reserves. RoboWear (and/or Stripe) may hold, delay, or reserve funds where reasonably necessary to manage risk — e.g., new-vendor ramp, unusually high order volume, elevated dispute/chargeback/refund rates, suspected fraud, IP complaints, sanctions/compliance review, or anticipated returns. We will release held funds when the reason for the hold is resolved.

6.5 Chargebacks, refunds, and claw-backs. If a buyer charges back, disputes, or is refunded for a reason attributable to you (Section 9), or if you owe RoboWear any amount, RoboWear may deduct, offset, or claw back the corresponding amount from your current or future payouts, reserve, or balance, and may invoice you if your balance is insufficient. You authorize these deductions and offsets. You are responsible for chargeback amounts and associated fees on orders you are at fault for; RoboWear may pass through Stripe's chargeback/dispute fees.

6.6 Negative balance. If your balance goes negative, you must pay the shortfall within [15] days of our request. Unpaid amounts may be collected from your Stripe account, future payouts, or by other lawful means.

6.7 Accuracy of payout info. You are responsible for the accuracy of your Stripe and banking details. RoboWear is not liable for payouts misdirected due to information you provided.

7. Sales Tax (Marketplace Facilitator)

7.1 RoboWear collects and remits. Where RoboWear is obligated as a marketplace facilitator, RoboWear will calculate, collect, and remit applicable U.S. state and local sales/use tax on covered marketplace sales, and will handle related marketplace-facilitator filings for those sales. You authorize RoboWear to do so as facilitator.

7.2 Your tax responsibilities. You remain responsible for: your own income taxes; your business, franchise, and gross-receipts taxes; any taxes RoboWear does not collect as facilitator; providing accurate tax category / product classification and origin information for proper tax calculation; and any taxes arising from sales outside the marketplace-facilitator framework. You are responsible for the accuracy of tax-relevant data you provide.

7.3 No tax advice. RoboWear does not provide tax advice. Consult your own tax advisor.

8. 1099-K Reporting

8.1 Because RoboWear sets and controls the final buyer-facing price and processes the payment (Sections 3.4, 6), RoboWear (or its payment processor on RoboWear's behalf) is the party that files IRS Form 1099-K reporting your reportable payment transactions, where required by law. You must provide accurate taxpayer information (e.g., a valid W-9 / TIN) and keep it current. Failure to provide valid tax information may result in payout holds or backup withholding as required by law. RoboWear may rely on the information you provide.

9. Your Responsibilities and Warranties

9.1 Make-to-order and fulfillment. You make each product to order and fulfill it yourself. You must:

  • begin production promptly and ship within the make-to-order lead time and ship-by SLA stated in your listing (and in any event without unreasonable delay);
  • mark orders as shipped and provide valid carrier tracking through the Platform;
  • package safely and use the shipping service represented;
  • promptly notify the buyer and RoboWear if you cannot fulfill, and cancel/refund as appropriate; and
  • meet RoboWear's published performance standards (e.g., maximum late-ship, cancel, and defect rates). Persistent failure may lead to fee changes, ranking impact, suspension, or termination.

9.2 Returns, defects, and at-fault remedies. You are responsible for returns, replacements, repairs, and refunds where the issue is your fault — e.g., the item never shipped, arrived late beyond your stated window in a way that breaches the order, was not as described, was defective, was the wrong item/size, or was damaged due to your packaging. You will honor a clear return/refund policy consistent with applicable consumer-protection law and the RoboWear policies. RoboWear may, after mediation, decide buyer disputes and direct refunds/returns for at-fault orders, and recover those amounts under Section 6.5.

9.3 Product safety and compliance. Your products and listings must comply with all applicable laws, including product-safety, labeling, country-of-origin, consumer-protection, advertising, and (where relevant) import/export and sanctions laws. You will not sell recalled, unsafe, counterfeit, or unlawful goods (see Exhibit A).

9.4 IP ownership and warranty. You represent and warrant that you own or have all rights to make, sell, and list each product and all Vendor Content, and that your products, listings, Vendor Content, and the resulting 3D renders do not infringe or misappropriate any third party's intellectual property, publicity, or other rights.

9.5 Robot-brand trademark posture (no endorsement). Robot brand names (e.g., "Tesla Optimus," "Unitree," "Unitree G1," "1X," "1X NEO") and similar marks belong to their respective owners. You may use such a name only nominatively — to truthfully identify the robot your product is made for — and only as reasonably necessary to do so. You must not state or imply that your product or RoboWear is endorsed by, sponsored by, affiliated with, or authorized by any robot manufacturer. You must not use a robot maker's logo or trade dress as your own branding, in a way that implies official status, or beyond fair, descriptive reference. Every listing must carry (and you authorize RoboWear to display) a no-endorsement / nominative-fair-use disclaimer, substantially: "Made for use with [robot name]. Not affiliated with, endorsed by, or sponsored by [manufacturer]. [Robot name] is a trademark of its respective owner." You are responsible for the legality of your use of any third-party marks and remain liable under Section 9.6.

9.6 Indemnification. You will defend, indemnify, and hold harmless RoboWear and its affiliates, officers, employees, and agents from and against any third-party claims, demands, losses, damages, liabilities, fines, and reasonable costs (including attorneys' fees) arising out of or relating to: (a) your products, their manufacture, sale, shipment, safety, or defects; (b) your listings and Vendor Content; (c) your breach of this Agreement or violation of law; (d) your infringement or misappropriation of any third party's IP, publicity, or other rights, including from your use of robot-brand marks or from the 3D renders derived from your content; (e) your tax obligations that are yours under Section 7; and (f) disputes between you and a buyer regarding the goods. RoboWear will give you reasonable notice and may participate in its own defense at its own cost. You will not settle in a way that admits RoboWear liability or imposes obligations on RoboWear without RoboWear's written consent.

9.7 General warranties. You warrant that all information you provide is accurate, that you will comply with this Agreement and all incorporated policies, and that you will not engage in fraud, manipulation of reviews/ranking, fee circumvention, or off-platform diversion of marketplace transactions.

10. Prohibited Items and Conduct

10.1 You may not list or sell items prohibited by the Vendor Acceptable Use & Prohibited Items Policy (Exhibit A), including, without limitation: counterfeit or IP-infringing goods; items bearing a robot maker's marks that imply official/licensed status; recalled, unsafe, or non-compliant goods; weapons or items designed to weaponize a robot; hazardous materials prohibited by carriers/law; stolen goods; items violating export/sanctions law; adult, hateful, or otherwise prohibited content; and anything illegal under U.S. federal or applicable state law.

10.2 Prohibited conduct includes fraud, fee avoidance, fake reviews, ranking manipulation, harassment of buyers or staff, off-platform solicitation of marketplace buyers to evade fees/tax, and circumventing Platform controls. Violations may result in listing removal, withheld payouts, suspension, or termination.

11. Intellectual Property Complaints — DMCA / Repeat Infringer

11.1 DMCA safe harbor. RoboWear follows the Digital Millennium Copyright Act, 17 U.S.C. § 512. RoboWear maintains a designated DMCA agent: [DMCA AGENT NAME], [ADDRESS], [EMAIL], [PHONE] (also registered with the U.S. Copyright Office). Send notices of claimed infringement to that agent with the elements required by § 512(c)(3).

11.2 Takedown and counter-notice. On a valid takedown notice, RoboWear may remove or disable access to the identified content and notify you. You may submit a counter-notice meeting § 512(g) requirements; RoboWear may restore the content as permitted by the DMCA absent a court action by the complainant.

11.3 Repeat-infringer policy. RoboWear will, in appropriate circumstances and at its discretion, terminate the accounts of vendors who are repeat infringers of copyright or other IP rights. Trademark and other IP complaints are handled under RoboWear's IP policy.

11.4 Cooperation. You will respond promptly to IP complaints involving your listings and cooperate with RoboWear's investigation.

12. Suspension and Termination

12.1 By you. You may stop listing and terminate at any time via your dashboard or by written notice, subject to completing open orders and to obligations that survive (fees, claw-backs, holds, tax, indemnity, license wind-down).

12.2 By RoboWear. RoboWear may suspend or terminate your account or any listing for convenience on [30] days' notice, or immediately for cause — including breach of this Agreement, fraud, legal/safety risk, repeat infringement (Section 11.3), prohibited items/conduct, sanctions/compliance concerns, excessive disputes/chargebacks, or risk to buyers, the Platform, or third parties.

12.3 Effect of termination. On termination: your listings are removed; you must fulfill or refund open orders (RoboWear may direct refunds for unfulfilled orders); payouts may be held/reserved for a reasonable period to cover potential returns, chargebacks, and claims; and amounts you owe become due. Sections that by their nature should survive — including 1.2, 4.3, 5.4, 6.5–6.7, 7, 8, 9.4–9.7, 11, 12.3, 13, 14, 15, and 16 — survive termination.

13. Disclaimers and Limitation of Liability

13.1 Platform "as is." The Platform and services are provided "as is" and "as available," without warranties of any kind to the maximum extent permitted by law. RoboWear does not warrant uninterrupted service, specific sales volume, search ranking, or render fidelity.

13.2 Limitation. To the maximum extent permitted by law, RoboWear will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data. RoboWear's total aggregate liability to you arising out of or relating to this Agreement is limited to the greater of (a) the total RoboWear commission RoboWear actually retained from your sales in the [3] months before the event giving rise to the claim, or (b) [$100]. These limits do not apply where prohibited by law.

13.3 Dispute mediation, not guarantee. RoboWear mediates buyer–vendor disputes as a convenience and may make binding determinations under its policies for payment/refund purposes, but RoboWear is not the seller of the goods and does not guarantee outcomes.

14. Data and Privacy

14.1 You will handle any buyer personal information you receive (e.g., shipping details) only to fulfill the order, in compliance with applicable privacy law — including the California Consumer Privacy Act as amended by the CPRA and other applicable U.S. state privacy laws. You will not sell, share for cross-context behavioral advertising, or repurpose buyer data, and you will keep it secure and delete it when no longer needed for the order, except as law requires. As to such data, you act as an independent business/controller for your own obligations; you are not authorized to use it beyond fulfillment. RoboWear's handling of personal information is described in the RoboWear Privacy Policy.

15. Changes to this Agreement

15.1 RoboWear may update this Agreement or the incorporated policies on notice (email and/or dashboard) at least [30] days before material changes take effect, except changes required by law or for security/risk which may take effect sooner. Continuing to list after the effective date is acceptance. If you do not accept, stop listing and terminate under Section 12.

16. General

16.1 Governing law / venue. This Agreement is governed by the laws of the State of [STATE], without regard to conflict-of-laws rules. Subject to 16.2, the state and federal courts located in [COUNTY, STATE] have exclusive jurisdiction.

16.2 Dispute resolution / arbitration. [ATTORNEY TO ADVISE] — e.g., binding arbitration and class-action waiver, with any required carve-outs. Do not rely on this section until drafted by counsel.

16.3 Entire agreement; order of precedence. This Agreement (with its Exhibits and incorporated policies) is the entire agreement on its subject. If terms conflict, the order of precedence is: this Agreement, then Exhibit B, then Exhibit A, then other incorporated policies, unless a document states otherwise.

16.4 Assignment. You may not assign this Agreement without RoboWear's consent; RoboWear may assign it (e.g., to an affiliate or in a corporate transaction).

16.5 Severability; no waiver. If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.

16.6 Notices. RoboWear may give notice via email or dashboard; you consent to electronic communications and records.

16.7 Force majeure. Neither party is liable for delays/failures caused by events beyond its reasonable control.

16.8 Clickwrap acceptance. You accept this Agreement electronically by clicking "I agree" or by listing a product. Your electronic acceptance is binding, and RoboWear may keep records of your acceptance (timestamp, version, and account).

Exhibits (to be attached)

  • Exhibit A — Vendor Acceptable Use & Prohibited Items Policy (draft pending)
  • Exhibit B — Service Fee Schedule (Founding 0% terms; post-founding platform commission; processing pass-through; payout timing/holds) (draft pending)

DRAFT — not legal advice — pending attorney review (2026-06-21). Placeholders in [BRACKETS] require business/legal input. Sections 13.2 (liability cap), 16.1 (governing law/venue), and 16.2 (arbitration) in particular must be set by counsel. This draft must be reviewed and approved by a licensed attorney before any use.