Supplier Agreement

Effective Date: May 25, 2026  |  Last Updated: July 30, 2026  |  Version: 1.1

This Supplier Agreement ("Agreement") is entered into between Lesuto Technologies, Inc., a Delaware corporation with its principal office at 600 Congress Ave, STE 1400, Austin, TX 78701 ("Lesuto," "we," "us," or "our"), and the entity or individual who registers as a supplier on the Lesuto platform ("Supplier," "you," or "your"). By creating a supplier account, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

1. Overview

The Lesuto platform is a multi-channel commerce marketplace that connects suppliers, merchants, and customers. As a Supplier, you list products on the Lesuto platform that merchants can curate and sell through their storefronts. This Agreement governs your rights and obligations as a Supplier.

2. Supplier Obligations

As a Supplier on the Lesuto platform, you agree to:

• Inventory Accuracy: Maintain accurate and up-to-date inventory levels for all products listed on the platform. You shall promptly update inventory when stock levels change and remove or mark as unavailable any products that are out of stock.
• Shipping SLAs: Fulfill and ship orders within the timeframe specified in your shipping settings (default: within three (3) business days of order placement). Provide valid tracking information for all shipments.
• Product Quality: Ensure that all products meet the quality standards described in their listings. Products must be authentic, safe, and compliant with all applicable product safety regulations, labeling requirements, and export controls.
• Product Accuracy: Provide accurate and complete product listings, including descriptions, images, pricing, dimensions, materials, and any other relevant product attributes.
• Returns and Refunds: Honor your stated return policy and process returns and refunds in accordance with this Agreement, the Lesuto Terms of Service, and applicable law.
• Customer Communication: Respond to customer inquiries and fulfillment-related support requests routed through the platform in a timely and professional manner.

3. Multi-Channel Distribution

The Supplier acknowledges and agrees that products listed on the Lesuto platform may appear on multiple merchant storefronts and across multiple platform operator tenants. The multi-channel distribution model operates as follows:

• Availability: When the Supplier lists a product on the Lesuto platform, Lesuto enables the product to be available for merchant subscription. The Supplier controls which products are listed and their pricing.
• Merchant Subscription: Merchants may subscribe to the Supplier's product catalog and add products to their storefronts, subject to Lesuto's approval workflow. Merchants may also publish curated supplier collections on Lesuto Hub when enabled for the Supplier's channel.
• Tenant Distribution: Products may also be distributed across authorized platform operator tenants. This three-tier consent model requires: (1) Lesuto enables product availability, (2) the platform operator approves distribution on their tenant, and (3) the Supplier accepts the distribution terms.
• Pricing Consistency: The Supplier's wholesale pricing remains consistent across all channels. Commission rates and retail pricing may vary by merchant.

4. Commission and Pricing

The Supplier's revenue from each sale is calculated as follows:

• Retail Price: The customer-facing price for the product, which may include the Supplier's wholesale price plus the merchant's markup.
• Merchant Commission: A percentage of the sale retained by the merchant, as set by the Supplier's commission rate configuration.
• Platform Fee: Lesuto retains a platform fee (approximately 10%, which includes credit card processing costs of approximately 3%).
• Supplier Revenue: The Supplier receives the remaining balance after the merchant commission and platform fee are deducted.

The Supplier sets the commission rate that determines how much merchants earn per sale. Higher commission rates may attract more merchants to subscribe to the Supplier's catalog. The Supplier may also configure tiered pricing through pricing sheets for volume-based discounts.

5. Payouts

Supplier payouts are processed subject to the following terms:

• Payout Method: Payouts are delivered via Stripe Connect or Wise (depending on the Supplier's country and preference) to the account designated during onboarding.
• Return Window Hold: Funds from each order are held until the Supplier's configured return window expires, after which they become eligible for automated release.
• Chargeback Reserve: Lesuto may withhold payouts in the event of suspected fraud, chargebacks, high defect rates, or violations of this Agreement.
• Currency: Supplier wholesale amounts are recorded in the Supplier's native currency. Shoppers may see converted display prices on Hub and storefront surfaces; settlement follows the order currency rules in effect at checkout.
• Taxes: The Supplier is solely responsible for all taxes applicable to their earnings from the platform.

6. Platform Partners

The Lesuto platform may be accessed through authorized platform partners ("Platform Operators") who operate white-labeled versions of the Lesuto platform. The Supplier acknowledges and agrees that:

• Services may be accessed through authorized Platform Operators who offer customized, branded versions of the Lesuto platform
• Regardless of the branding on the platform through which the Supplier's products are sold, Lesuto Technologies, Inc. remains the merchant of record for all transactions
• Platform Operators may have access to aggregated analytics about product performance on their platform but do not have access to the Supplier's payment information or account credentials
• The terms of this Agreement apply equally regardless of the channel or tenant through which the Supplier's products are distributed

7. Product Content License

By listing products on the Lesuto platform, the Supplier grants Lesuto a worldwide, royalty-free, non-exclusive, sublicensable license to use, display, reproduce, modify (for technical purposes such as resizing, format conversion, and watermarking), and distribute the product content (including descriptions, images, specifications, and promotional materials) in connection with operating, providing, and promoting the Lesuto platform. This license extends to the display of products on merchant storefronts, the Lesuto Hub, mobile applications, and any Platform Operator's tenant.

The Supplier represents and warrants that they own or have all necessary rights to the product content submitted and that such content does not infringe any third party's intellectual property rights.

8. Compliance

The Supplier shall comply with the following:

• All applicable product safety regulations, labeling requirements, and industry standards in the jurisdictions where products are sold
• Import/export controls and customs regulations for international shipments
• Lesuto's Acceptable Use Policy and all platform policies
• Anti-counterfeiting requirements - all products must be genuine and authorized for sale
• Environmental and sustainability disclosure requirements as applicable
• Data protection laws in the Supplier's capacity as a data controller for customer data received for order fulfillment

9. Termination

Termination by Supplier. The Supplier may terminate this Agreement at any time with thirty (30) days' written notice by contacting legal@lesuto.com. During the notice period, the Supplier must fulfill all outstanding orders placed before the termination notice.

Termination by Lesuto. Lesuto may suspend or terminate the Supplier's account at any time, with or without cause, and with or without notice, at its sole discretion. Without limiting the foregoing, Lesuto may terminate if the Supplier materially breaches this Agreement, fails to meet shipping SLAs consistently, receives excessive customer complaints, or engages in fraudulent activity.

Effect of Termination. Upon termination, all product listings will be removed from merchant storefronts. Any outstanding payouts will be processed in accordance with the standard payout schedule, less any amounts owed to Lesuto or subject to dispute. The Supplier remains obligated to fulfill all orders placed prior to termination. Sections that by their nature should survive termination shall survive, including intellectual property provisions, limitation of liability, and indemnification.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LESUTO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUPPLIER'S USE OF THE PLATFORM. LESUTO'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL REVENUE PAID TO THE SUPPLIER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11. Indemnification

The Supplier agrees to indemnify, defend, and hold harmless Lesuto Technologies, Inc. and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Supplier's breach of this Agreement; (b) the Supplier's violation of applicable law; (c) any product defects, safety issues, or intellectual property infringement related to the Supplier's products; or (d) any claims by customers, merchants, or third parties arising from products supplied by the Supplier.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in Travis County, Texas.

13. Contact

For questions about this Agreement, please contact:

Lesuto Technologies, Inc.
600 Congress Ave, STE 1400
Austin, TX 78701
Email: legal@lesuto.com