Marketplace Supplier Agreement

Ultimo aggiornamento: October 15, 2026 | Versione: 3.2

**Effective Date:** October 9, 2026

**Last Updated:** October 15, 2026

**Version:** 3.2

This Marketplace Supplier Agreement ("Agreement") is between Lesuto Technologies, Inc., a Texas corporation, with its principal office at 600 Congress Ave, STE 1400, Austin, TX 78701 ("Lesuto"), and the supplier identified in the Platform registration or in an Order Form ("Supplier," "you"). This Agreement supplements the Platform Terms of Service. Capitalized terms not defined here have the meaning given in those Terms.

This Agreement is formed when an authorized representative of Supplier either accepts it electronically in the Platform, as described in Appendix A, or signs an Order Form that lists it. When this Agreement is formed by a signed Order Form, Appendix A and Appendix B (the click-through acceptance terms) do not apply.

1. Definitions

**"Affiliate"** means an entity that controls, is controlled by, or is under common control with a party, where control means owning more than 50% of the voting interests.

**"Applicable Law"** means all laws, regulations, and binding regulatory guidance that apply to a party's performance under this Agreement.

**"Business Day"** means a day other than a Saturday, Sunday, or U.S. federal holiday.

**"Commission Rate"** means the percentage of each sale allocated to the Merchant, as configured by you in your Supplier Profile.

**"Customer Data"** means personal data about Customers that Lesuto collects as merchant of record.

**"Fulfilment Data"** means the part of Customer Data that Lesuto gives you to deliver an order: ship-to name, address, phone or email where needed by the carrier, gift message, and order contents.

**"MAP"** means your published minimum advertised price, if any.

**"Net Payout"** means the Customer price of a sold Product, less the Merchant commission, the Platform Fee, refunds, and any adjustment permitted by this Agreement.

**"Order Form"** means a cover document signed by both parties that identifies the parties, fee, term, notices, and any agreed deviations, and lists the documents it incorporates by version and SHA-256 fingerprint.

**"Platform Fee"** means a flat ten percent (10%) of the customer price, inclusive of card processing, unless an Order Form says otherwise.

**"Product Content"** means the product names, descriptions, images, videos, specifications, warnings, and brand assets you provide.

**"Products"** means the goods you list on the Platform.

**"Return Window"** means the period you set on your Supplier Profile during which returns may be requested and payouts are held. If you do not set one, it is 30 days.

**"Security Incident"** means unauthorized access to, or acquisition, disclosure, or loss of, Customer Data or Fulfilment Data.

2. Merchant of Record, Title, and Relationship

**Merchant of record.** Lesuto is the merchant of record and the seller to the Customer. Lesuto takes payment, issues the receipt, handles chargebacks, and calculates and collects tax at checkout. You list Products and fulfil orders for Lesuto.

**Title and risk.** Title to a Product passes from you to Lesuto, and from Lesuto to the Customer, at the same moment on delivery to the Customer. Risk of loss stays with you until delivery.

**Commercial risk.** You bear the commercial and financial risks of the Products, including inventory, price, product liability, and returns, as described in this Agreement. Lesuto's role is to operate the Platform, sell as merchant of record, and collect and settle payments.

**Relationship.** The parties are independent contractors. This Agreement does not create a partnership, joint venture, franchise, or employment relationship. Neither party may bind the other except as this Agreement expressly provides.

This Agreement applies to marketplace Suppliers paid through the payout rails described in the Payment Processing Terms. It does not apply to managed wholesale accounts, which are governed by the Managed Supplier Wholesale and Dropship Agreement.

3. Supplier Representations and Warranties

You represent and warrant that:

(a) you are duly organized, validly existing, and in good standing, and you have authority to enter into and perform this Agreement;

(b) you hold all licenses, permits, registrations, and authorizations needed to make, import, distribute, and sell the Products;

(c) each Product, when delivered, will conform to its listing, be of merchantable quality, be free from defects in materials and workmanship, be safe for its intended use, and be packaged, labeled, and marked as Applicable Law requires;

(d) the Products are authentic and are not counterfeit, stolen, diverted in breach of a contract, or otherwise unlawfully obtained;

(e) the Products and Product Content do not infringe or misappropriate any third party's intellectual property or other rights;

(f) your Product Content is accurate, complete, and not misleading, including ingredients, allergens, materials, origin, dimensions, and required warnings;

(g) neither you nor any of your owners, directors, or officers is the subject of sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control or any other applicable sanctions authority; and

(h) no Product was made, in whole or in part, with forced, prison, or child labor.

4. Lesuto Representations and Warranties

Lesuto represents and warrants that:

(a) it is duly organized, validly existing, and in good standing as a Texas corporation, and it has authority to enter into and perform this Agreement;

(b) it will operate the Platform and perform its obligations as merchant of record in compliance with Applicable Law;

(d) it will use commercially reasonable efforts to keep the Platform free of malicious code.

Except as stated in this Agreement, Lesuto makes no other warranty, as provided in the Platform Terms of Service.

5. Supplier Obligations

You will: (a) maintain an active, verified payout account on a payout rail Lesuto supports; (b) fulfil orders accurately and on time; (c) keep listings, prices, and inventory accurate; (d) handle returns under this Agreement and the Return and Refund Policy; (e) provide valid tracking for every shipment; (f) respond to inquiries forwarded by Merchants or Lesuto within 48 business hours; and (g) maintain product quality consistent with your listings.

6. Fees, Commission, and Settlement

**6.1 Fee.** Lesuto retains the Platform Fee from each Customer transaction. The Platform Fee covers Lesuto's standard card processing costs on Customer payments.

**6.2 Commission.** You set the Commission Rate Merchants earn on your Products. Changes apply only to orders placed after the change.

**6.3 Net Payout.** You receive the Net Payout. Lesuto releases Net Payouts after the Return Window expires, and the payout provider then takes its normal processing time (typically 2 to 7 Business Days). The first payouts on a new account may be held for up to 14 days as a fraud-prevention measure.

**6.4 Fee changes.** Lesuto may change the Platform Fee for click-through accounts on at least 60 days' written notice. A change applies only to orders placed after it takes effect. If you do not accept the change, you may terminate this Agreement before it takes effect, and the old fee applies until termination. A fee set in an Order Form changes only by a writing signed by both parties.

**6.5 Statements and payout disputes.** The Platform shows each order, the Platform Fee, the Merchant commission, refunds, adjustments, and each Net Payout. If you believe a payout is wrong, notify Lesuto within 90 days of the payout date with supporting detail. The parties will work in good faith to resolve it within 30 days, and Lesuto will pay any underpayment, or recover any overpayment, with the next payout.

**6.6 Set-off.** Lesuto may deduct from Net Payouts only: (a) refunds and chargebacks on your Products; (b) amounts you owe under this Agreement that are undisputed or finally determined; and (c) reserves permitted under Section 7. Lesuto will show each deduction on your statement.

**6.7 Taxes.** Lesuto calculates and collects sales tax, VAT, or similar tax on Customer sales as merchant of record. You are responsible for taxes on your income and on amounts Lesuto pays you. If Applicable Law requires Lesuto to withhold tax from a payment to you, Lesuto will withhold it, remit it, and give you the documentation it receives.

**6.8 Amounts owed are never capped.** The limitation of liability in Section 21 does not apply to Lesuto's duty to pay Net Payouts that have become payable. Lesuto does not hold funds as your trustee or fiduciary, and no interest accrues on held amounts.

7. Reserves and Holds

Lesuto may establish a reserve or extend a hold only if: (a) your chargeback rate exceeds 0.75% of transactions; (b) there are unresolved disputes reasonably likely to result in a refund or chargeback; (c) your account shows patterns reasonably indicative of fraud; or (d) Applicable Law or a payment provider requires it. Lesuto will give you a written reason, hold an amount proportionate to the exposure, review the reserve at least every 30 days, and release it when the exposure closes. A reserve is not a reason to withhold amounts that are payable and not in dispute.

8. Pricing, MAP, and Merchant Promotions

You set the retail price for your Products on the Platform. Merchants cannot change it.

Merchant-funded promotions are capped at that Merchant's commission and enforced at checkout. You may opt out of merchant-funded promotions on your Products, in which case your Products receive no merchant discount.

If you publish a MAP, Lesuto and Merchants will not advertise your Products below it on Lesuto surfaces. You may audit MAP compliance on request, no more than once per calendar quarter unless a breach is reasonably suspected.

Each party will comply with applicable competition and antitrust law. Neither party will use the other's non-public pricing or sales information except to perform this Agreement.

9. Merchant Approval and Brand Protection

**Merchant approval.** You may require approval before any Merchant carries your Products, and you may later remove an approved Merchant. Removal does not cancel orders already placed.

**Trademark license.** You grant Lesuto and approved Merchants a limited, non-exclusive, non-transferable, revocable license to use your trademarks, Product Content, and brand assets solely to display, market, and sell your Products on Lesuto surfaces (Hub, storefronts powered by Lesuto, the Lesuto mobile apps, and Lesuto's own marketing of those Products). No Merchant may use your trademarks in advertising outside Lesuto surfaces without your written consent. Lesuto and Merchants will follow brand guidelines you provide in writing.

**Takedown.** Lesuto will remove your Product Content, or a use of your trademarks you object to, within 2 Business Days of a written request to legal@lesuto.com or through the dashboard.

**Publicity.** Neither party will issue a press release, case study, or public statement naming the other as a customer, partner, or supplier without the other's prior written consent. Listing and selling your Products on Lesuto surfaces under this section is not publicity.

10. Product Liability, Safety, and Recalls

You are responsible for the safety, quality, legality, and regulatory compliance of your Products. You will:

(a) comply with applicable product safety law and standards, including those administered by the U.S. Consumer Product Safety Commission, the U.S. Food and Drug Administration, and the Federal Communications Commission, and the equivalent law of each country where you ask Lesuto to sell your Products;

(b) provide every warning that Applicable Law requires, including California Proposition 65 warnings, in your Product Content and on the Product or its packaging;

(c) for food, beverages, and other perishables, maintain any required facility registration, follow applicable food-safety law, label ingredients and major food allergens, use packaging that keeps the Product safe and fresh through delivery, and ship only Products with enough remaining shelf life for the Customer to use them as described;

(d) notify Lesuto at legal@lesuto.com within 24 hours after you learn of a recall, a safety investigation by a regulator, or a credible report of serious injury or illness involving a Product;

(e) carry out recalls required by law or by a genuine safety concern, and reimburse Lesuto's reasonable direct costs of Customer notifications, refunds, and returns caused by the recall; and

(f) maintain the insurance in Section 19.

11. Marketplace Listing

You may apply for marketplace listing, which lets Merchants discover and carry your Products. Approval is at Lesuto's reasonable discretion and requires a completed Supplier Profile (business information, return policy, and shipping configuration). Lesuto may suspend or revoke your listing for breach of this Agreement, excessive chargebacks or complaints, product quality issues, or non-compliance with Applicable Law. Suspension pauses Merchant subscriptions to your Products, and revocation ends them. Payable Net Payouts remain payable.

12. Shipping and Fulfillment

You configure accurate shipping methods, rates, and fulfilment locations.

You ship within the timeframe in your shipping configuration, which is 3 Business Days unless you set another.

You post valid tracking within 24 hours of shipment.

You ship in neutral or agreed packaging and include no inserts that direct Customers to buy outside Lesuto surfaces.

You file carrier claims for lost or damaged shipments and replace the Product or fund the Customer refund through the Platform.

You are responsible for the acts and omissions of your carriers, warehouses, and other subcontractors as if they were your own.

13. Returns and Refunds

You set a clear Return Window and return policy on your Supplier Profile, consistent with the Return and Refund Policy.

You review return requests within 48 business hours of a complete request.

Lesuto, as merchant of record, issues refunds to Customers. Each refund adjusts your Net Payout.

Restocking fees, if any, must be disclosed before purchase and may not exceed 20% of the product price.

Defective, damaged, wrong-item, spoiled, or not-as-described Products are refunded in full, including original shipping, or replaced, at your cost. Where a return is needed, you provide a prepaid return label.

Change-of-mind returns follow your published policy.

Where the law of the Customer's country gives the Customer a right to withdraw from or cancel the purchase, or another mandatory remedy, Lesuto will honor it, and you will accept the return and the resulting payout adjustment as if the Customer had returned the Product under your policy.

14. Service Levels and Remedy Ladder

Target service levels:

| Metric | Target |

|---|---|

| Time to ship | As configured; default 3 Business Days |

| Tracking posted | Within 24 hours of shipment |

| Inquiry response | Within 48 business hours |

| Return decision | Within 48 business hours of a complete request |

These targets are not liquidated damages. If you miss a target materially and do not cure it within 10 days of written notice, Lesuto may: (1) pause new Merchant subscriptions; (2) if still uncured after 20 more days, suspend your listing; and (3) if still uncured after 30 more days, terminate this Agreement for material breach. Three or more material misses in any rolling 90 days may skip a step. This ladder does not limit termination for fraud, safety, or illegality.

15. Intellectual Property

Each party keeps its own intellectual property. You keep ownership of your Product Content and brand assets, subject to the license in Section 9. Lesuto keeps ownership of the Platform. If Lesuto receives a credible intellectual property complaint about your Products, Lesuto may remove the affected listings pending resolution and will tell you why.

**Intellectual Property Indemnification.** Your indemnity for intellectual property claims about your Products and Product Content, and Lesuto's indemnity for intellectual property claims about the Platform, are set out in Section 20.

16. Confidentiality

**Definition.** "Confidential Information" means non-public information a party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential, including pricing, sales data, the terms of any Order Form, platform algorithms, and technical documentation. It does not include information that is or becomes public through no breach, that the recipient already knew without restriction, that the recipient receives from a third party without restriction, or that the recipient develops independently.

**Obligations.** The recipient will use Confidential Information only to perform this Agreement, protect it with at least reasonable care, and disclose it only to its and its Affiliates' employees, contractors, and professional advisers who need to know it and are bound by duties of confidentiality at least as protective as this section. A party may disclose Confidential Information where required by law or court order, after giving the other prompt notice where lawful so it can seek protection.

**Duration and return.** These obligations last for 3 years after this Agreement ends, and for trade secrets for as long as they remain trade secrets. On request after termination, the recipient will return or destroy Confidential Information, except copies kept in routine backups or required by law, which stay subject to this section.

**Remedies.** Unauthorized disclosure may cause irreparable harm, and the disclosing party may seek injunctive relief in addition to other remedies.

17. Data Protection and Security

**Customer Data.** Lesuto, as merchant of record, owns the Customer relationship and is the controller of Customer Data. You receive Fulfilment Data only. You will: (a) use Fulfilment Data solely to fulfil the order, provide related customer service, and meet legal obligations such as product recalls; (b) not use it for marketing, sell it, share it for advertising, or combine it with other data to build profiles; (c) protect it with appropriate technical and organizational security measures; and (d) delete it when it is no longer needed for those purposes, except where Applicable Law requires you to keep it. Merchants receive no Customer Data beyond what the dashboard shows them.

**Security Incidents.** You will notify Lesuto at legal@lesuto.com without undue delay, and in any event within 72 hours, after you become aware of a Security Incident affecting Fulfilment Data, and will cooperate with Lesuto's investigation and any notices Lesuto must give.

**Data Processing Agreement.** The Data Processing Agreement forms part of this Agreement and describes each party's role for personal data.

18. Compliance with Laws

Each party will comply with Applicable Law in performing this Agreement, including:

(a) product safety, labeling, and consumer protection law as it applies to that party's role;

(b) export-control and sanctions law;

(c) anti-bribery and anti-corruption law, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, and neither party will offer, pay, or accept a bribe or improper payment in connection with this Agreement;

(d) laws prohibiting forced labor and human trafficking in supply chains;

(e) data protection and privacy law; and

(f) environmental law and labor and employment law applicable to its own operations.

You remain responsible for your income and other taxes on payouts.

19. Insurance

During the term and for one year after, you will maintain product liability insurance (including completed operations) with limits of at least one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate, with insurers of good standing. On request, you will name Lesuto as an additional insured and provide a certificate of insurance. You will give Lesuto at least 30 days' notice of cancellation or a material reduction in coverage. This insurance duty is yours alone. Nothing in this Agreement represents that Lesuto carries matching coverage, cyber insurance, or a third-party security certification.

20. Indemnification

**20.1 By you.** You will defend, indemnify, and hold harmless Lesuto, its Affiliates, and approved Merchants, and their officers, directors, and employees, from third-party claims, and resulting losses, damages, fines, penalties, settlements, and reasonable attorneys' fees, arising from: (a) your Products, including defects, injury, illness, property damage, recalls, labeling, and warnings; (b) a claim that your Products or Product Content infringe or misappropriate a third party's intellectual property; (c) your breach of this Agreement or Applicable Law; or (d) a shipping or fulfilment failure by you or your subcontractors.

**20.2 By Lesuto.** Lesuto will defend, indemnify, and hold harmless you and your Affiliates, and their officers, directors, and employees, from third-party claims, and resulting losses, damages, fines, settlements, and reasonable attorneys' fees, arising from: (a) a claim that the Platform technology (excluding your Products, your Product Content, and third-party services you connect) infringes or misappropriates a third party's intellectual property; (b) a Security Incident caused by Lesuto's breach of its security obligations; or (c) Lesuto's breach of Applicable Law in its role as merchant of record.

**20.3 Procedure.** The indemnified party will: (a) notify the indemnifying party promptly in writing (a delay relieves the indemnifying party only to the extent it is prejudiced); (b) give the indemnifying party sole control of the defense and settlement, except that no settlement may admit fault by, or impose a non-monetary obligation on, the indemnified party without its written consent; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may join the defense with its own counsel at its own expense.

**20.4 Merchants.** Approved Merchants are intended third-party beneficiaries of Section 20.1 and may enforce it. Lesuto may enforce it on their behalf.

21. Limitation of Liability

**21.1 Exclusion.** Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or goodwill, arising out of this Agreement, even if advised of the possibility.

**21.2 Cap.** Each party's total aggregate liability arising out of this Agreement will not exceed the greater of (i) the Platform Fees Lesuto retained from your sales in the 12 months before the event giving rise to the claim, or (ii) five thousand dollars ($5,000).

**21.3 Data-breach super-cap.** Lesuto's total liability for claims under Section 20.2(b) will not exceed the greater of 2 times the Platform Fees retained from your sales in the 12 months before the event giving rise to the claim, or twenty-five thousand dollars ($25,000). Lesuto does not carry cyber insurance. This super-cap is the contracted remedy.

**21.4 Exceptions.** Sections 21.1 and 21.2 do not apply to: (a) Lesuto's duty to pay Net Payouts that have become payable; (b) a party's fraud, gross negligence, or willful misconduct; (c) your obligations under Section 20.1; (d) Lesuto's obligations under Section 20.2(a); (e) a breach of Section 16 that does not involve personal data (personal-data claims against Lesuto are governed by Section 21.3); or (f) liability for death or personal injury caused by negligence, or any other liability that cannot be limited under Applicable Law.

Lesuto is not liable for a Merchant's storefront conduct, Customer disputes Lesuto did not cause, or carrier delays.

22. Audit and Records

Each party will keep accurate records relating to this Agreement for 7 years, or longer if Applicable Law requires. On 30 days' written notice, no more than once per 12 months unless a material breach is reasonably suspected, Lesuto may audit records reasonably needed to confirm insurance, listing accuracy, and product compliance, and you may audit records reasonably needed to confirm payouts and MAP advertising on Lesuto surfaces. Audits take place during business hours, use an independent auditor bound by confidentiality if the audited party asks, and do not extend to other customers' data. Each party bears its own audit costs, unless the audit reveals an underpayment or overstatement of more than 5% for the audited period, in which case the audited party pays the reasonable audit costs and promptly corrects the discrepancy.

23. Non-Exclusivity

This Agreement is non-exclusive. You may sell Products through other channels, and Lesuto may work with other suppliers, including suppliers of competing products.

24. Term and Termination

**24.1 Term.** This Agreement starts on acceptance or on the Order Form effective date and continues until terminated, or for the term stated in an Order Form.

**24.2 Convenience.** Either party may terminate for convenience on 30 days' written notice.

**24.3 Cause.** Either party may terminate immediately by written notice if the other: (a) materially breaches this Agreement and, where the breach can be cured, does not cure it within 30 days of notice (for service-level breaches, the ladder in Section 14 applies); (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings that are not dismissed within 60 days; or (c) engages in fraud or illegal activity in connection with this Agreement. Lesuto may also terminate immediately for a product safety risk to Customers, for repeated excessive chargebacks or complaints, or if you no longer maintain an active payout account.

**24.4 Effect.** On termination: (a) your Products are removed from Lesuto surfaces; (b) you fulfil all orders placed before termination; (c) Lesuto settles Net Payouts within 60 days, except amounts held in a reserve under Section 7, which are released when the exposure closes; (d) each party returns or destroys the other's Confidential Information under Section 16; and (e) Sections 6.5 to 6.8, 10, 13, 15 to 17, 19 to 22, 24.4, 25, 26, and 27 survive.

25. Governing Law and Disputes

This Agreement is governed by the laws of the State of Texas, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting litigation, a party will give the other written notice of the dispute, and senior representatives of each party will meet (in person or by video) and try in good faith to resolve it within 30 days. If it is not resolved, it is decided exclusively in the state or federal courts located in Travis County, Texas, and each party consents to personal jurisdiction there. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. Either party may seek injunctive relief at any time in any court of competent jurisdiction to protect intellectual property or Confidential Information. Disputes with a Merchant should first be raised through the Platform support system.

26. Order of Precedence and Executed Agreements

If terms conflict, they are resolved in this order: (1) a current Executed Agreement or Order Form covering the parties; (2) this Agreement; (3) the Data Processing Agreement, for personal-data processing; (4) the Payment Processing Terms, for payouts, reserves, chargebacks, and tax collection mechanics; (5) the Platform Terms of Service; (6) policies incorporated by reference (Privacy Policy, Acceptable Use Policy, DMCA Policy, Return and Refund Policy).

Lesuto may publish new versions of this Agreement for click-through accounts under the Platform Terms of Service. A new version does not apply to terms covered by an Executed Agreement. Those terms change only by a writing signed by both parties.

27. General

**Assignment.** Neither party may assign this Agreement without the other's prior written consent, except to an Affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of the assets of the business this Agreement relates to, on written notice. Any other attempted assignment is void.

**Force majeure.** The force majeure clause of the Platform Terms of Service applies. It does not excuse an accrued payment, your recall obligations, or your obligations under Section 17.

**Third-party beneficiaries.** Except as stated in Section 20.4, no one other than the parties has rights under this Agreement.

**Amendment and waiver.** Except as stated in Section 26, this Agreement may be amended only in a writing signed by both parties. A waiver must be in writing, and a failure to enforce is not a waiver.

**Severability.** If any provision is unenforceable, it is enforced to the maximum extent permissible and the rest of this Agreement remains in effect.

**Counterparts and electronic signatures.** An Order Form may be signed in counterparts and by electronic signature, each of which is an original and all of which are one instrument.

**Interpretation.** "Including" means "including without limitation." Headings are for convenience. No provision is construed against a party because that party drafted it.

**Entire agreement.** This Agreement, together with the documents in Section 26, is the entire agreement between the parties on its subject and supersedes prior agreements on that subject.

**Notices.** Notices to Lesuto go to legal@lesuto.com and Lesuto Technologies, Inc.

600 Congress Ave, STE 1400

Austin, TX 78701

United States. Notices to you go to the email and address on your Supplier Profile or the notice address in the Order Form. Notices of breach or termination must be sent by email and by a method that confirms delivery.

28. Contact

Supplier support: support@lesuto.com

Legal inquiries: legal@lesuto.com

Appendix A. Digital Acceptance and Electronic Signature

**Read this before you click.** This document is executed electronically. No paper counterpart and no handwritten signature will be collected.

By clicking "I Agree" (or any equivalently labelled control) in the Lesuto Command Center, Lesuto Hub, or Lesuto Seller, you, [Accepting User], acting under channel [Channel Code] on [Acceptance Date]:

(a) acknowledge that this document, version [Document Version], was made available to you in full before you accepted, and that you were able to read, print, download, and take independent legal advice on it;

(b) agree to be bound by this document on behalf of [Company Name], and represent and warrant that you are authorised to bind that entity;

(c) consent to transact business with Lesuto by electronic means and to receive contracts, notices, and disclosures electronically rather than on paper; and

(d) adopt the click as your signature.

**Legal effect.** The parties intend this electronic acceptance to be a signed writing. Under the United States Electronic Signatures in Global and National Commerce Act (15 U.S.C. sections 7001 to 7031, the "ESIGN Act") and the Uniform Electronic Transactions Act ("UETA") as enacted in Texas (Texas Business and Commerce Code chapter 322), an electronic signature and an electronic record have the same legal force and effect as a handwritten signature on paper. Neither party will contest the validity, admissibility, or enforceability of this document, or of the acceptance record described in Appendix B, on the ground that it was accepted electronically, that it bears no handwritten signature, or that it is not an original writing.

**Hardware and software you need.** To view and retain this document you need a current web browser or the Lesuto mobile app, an internet connection, an active Lesuto account, and the ability to print or store a PDF or HTML file. If you cannot meet these requirements, do not click "I Agree"; write to legal@lesuto.com instead.

**Withdrawing consent.** You may withdraw your consent to transact electronically by writing to legal@lesuto.com. Withdrawal operates prospectively only. It does not unwind this acceptance, and it does not discharge any obligation that has already accrued. Because Lesuto operates no paper contracting channel, withdrawing consent may require Lesuto to suspend the access or services this document governs.

**Retrieving what you accepted.** The version you accepted, and the date you accepted it, remain available to you at any time from Legal and Compliance in the dashboard. You may also request a copy from legal@lesuto.com at no charge.

**Later versions.** Lesuto may publish a new version of this document. When the version string changes, the dashboard marks this document as requiring re-acceptance and tells you which version you previously accepted. A later version does not retroactively displace the version you accepted; your earlier acceptance stays on record exactly as made.

Appendix B. Digital Enforceability Note

This appendix describes how Lesuto records and proves your acceptance. It is a statement of Lesuto's logging practice and part of the record of this document. It grants no rights and creates no obligation beyond the body of this document.

**Document code.** `supplier-marketplace-agreement`

**What is captured when you click.** Accepting this document writes a row to the Lesuto agreement acceptance ledger containing:

| Field | Recorded value |

|---|---|

| Document code | The stable identifier of this document |

| Document version | The exact version string presented to you and accepted |

| Content fingerprint | The SHA-256 hash of the exact document text you accepted |

| User identity | Your authenticated Lesuto user ID |

| Acting entity | The channel code, and where applicable the tenant or customer record, the acceptance was made under |

| Timestamp | Server-side date and time of the click |

| IP address | Originating client IP, read from the gateway forwarding header |

| Device and client | The user agent string presented by your browser or app |

**Captured server-side.** The timestamp, IP address, and user agent are recorded by Lesuto's servers from the request that carried your acceptance. They are not read from form input, so the accepting party cannot alter them.

**Where the record lives.** The current acceptance is held in the `agreement_acceptance` ledger, one row per user per document. Before any row is overwritten by a re-acceptance, the superseding write copies the prior row, including its version, timestamp, IP address, and user agent, into the append-only `agreement_acceptance_history` table. The history table is never updated or deleted in the ordinary course, so the full chain of every version you accepted survives.

**Erasure requests.** If you exercise a right of erasure, Lesuto removes the IP address and user agent from these records but retains the document code, version, user identity, and timestamp. Those four fields are the evidence that a binding agreement was formed, and Lesuto retains them on the basis of its legitimate interest in establishing and defending legal claims, and where applicable to comply with a legal obligation.

**Version integrity.** The version string in the ledger is copied from the document that was rendered to you, not supplied by the client. If Lesuto publishes new text, it publishes it under a new version string, so a stored acceptance always points at the wording that was actually on screen.

**Producing the record.** To obtain a certified copy of your acceptance record, including the document text as it stood at the version you accepted, write to legal@lesuto.com.

Marketplace Supplier Agreement

Ultimo aggiornamento: October 15, 2026 | Versione: 3.2

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