WHIRLWIND ACTION MOVEMENT MARKETPLACE

VENDOR SERVICE AGREEMENT

Effective Date: 04//15/2026

This Vendor Service Agreement (“Agreement“) is entered into as of the Effective Date stated above, by and between Whirlwind Action Movement (“WAM,” “Marketplace,” or “Platform“), and the undersigned Vendor (“Vendor,” “You,” or “Seller“), collectively referred to as the “Parties.”

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1   “Agreement” means this Vendor Service Agreement and all attachments, schedules, and amendments hereto.

1.2   “Authorized Tribal Artisan” means a verified member of a federally recognized tribe or tribal nation who creates handmade, culturally authentic products.

1.3   “Commission” means the percentage fee retained by WAM from each completed sale on the Marketplace.

1.4   “Cultural Integrity Standards” means the set of principles, guidelines, and verification protocols that ensure products listed on the Marketplace honor tribal cultures authentically and truthfully.

1.5   “Effective Date” means the date this Agreement becomes binding upon execution by both Parties.

1.6   “IACA” means the Indian Arts and Crafts Act of 1990 (25 U.S.C. § 305 et seq.), as amended.

1.7   “Marketplace” means the WAM online platform and any associated services, tools, or applications.

1.8   “Prohibited Items” means products or categories expressly barred from listing on the Marketplace as described in Section 10 of this Agreement.

1.9   “Vendor” means any individual, artisan, creator, or business entity approved to list and sell products on the Marketplace.

1.10   “Vendor Account” means the registered account through which a Vendor accesses Marketplace services.

1.11   “WAM” means Whirlwind Action Movement, the organization operating the Marketplace.

2. RELATIONSHIP OF THE PARTIES

2.1   Vendor is an independent contractor and is not an employee, partner, joint venturer, or agent of WAM. Nothing in this Agreement shall be construed to create an employment relationship, agency, partnership, or joint venture between the Parties.

2.2   Vendor is solely responsible for their own taxes, insurance, and compliance with all applicable laws and regulations.

2.3   Vendor has no authority to bind WAM to any obligation, contract, or commitment of any kind, whether express or implied.

3. ELIGIBILITY AND ENROLLMENT

3.1   Vendors must be at least eighteen (18) years of age, or the age of majority in their jurisdiction, whichever is greater.

3.2   Vendors must provide accurate, truthful information during enrollment and shall maintain current information at all times. Failure to do so may result in suspension or termination of the Vendor Account.

3.3   Tribal Artisan Verification. Vendors seeking to list products as tribally made or culturally authentic must provide documentation of tribal enrollment or affiliation with a federally recognized tribe or tribal nation, as required by the Indian Arts and Crafts Act (IACA).

3.4   Non-tribal vendors may be eligible to sell approved product categories that do not require tribal verification, subject to WAM’s sole discretion.

3.5   WAM reserves the right to deny, suspend, or revoke enrollment at any time for failure to meet eligibility requirements or for violation of this Agreement.

3.6   Founding Vendor status may be offered at WAM’s discretion and may include specific benefits outlined in separate communications or schedules.

4. COMMISSIONS AND PAYMENT

4.1   Commission Rate. WAM retains a Commission on each completed sale, as published on the Marketplace or communicated in writing to Vendor. The current standard Commission rate is 12% of the gross sale price.

4.2   Variable Rates. Commission rates may vary by product category, promotional period, or Vendor tier. Any changes to Commission rates will be communicated to Vendor with at least thirty (30) days’ advance written notice.

4.3   Payment Disbursement. There are no payments to Vendors.  

4.4   Tax Responsibility. Vendor is responsible for all taxes, fees, and withholdings applicable to payments received under this Agreement.

4.5   Payment Withholding. Stripe processor reserves the right to withhold payments in the event of suspected fraud, policy violations, chargebacks, or pending investigations.

4.6   Refunds and Chargebacks. Refunds, returns, and chargebacks will be deducted by Stripe processor from Vendor payouts. Vendor agrees to cooperate with Stripe processor in resolving all related disputes.

5. VENDOR CONDUCT

5.1   Vendor shall conduct all Marketplace activities with honesty, integrity, and respect for all community members, customers, and fellow vendors.

5.2   Vendor shall not engage in harassment, discrimination, hate speech, threats, or any conduct that undermines the safety, dignity, or unity of the WAM community.

5.3   Vendor shall not engage in price manipulation, fake reviews, shill bidding, or any form of marketplace fraud.

5.4   Vendor shall not use the Marketplace to promote political campaigns, solicit donations for unrelated causes, or engage in activity unrelated to approved commerce.

5.5   Vendor shall comply with all applicable local, state, federal, and tribal laws and regulations.

5.6   Vendor shall respond to customer inquiries and resolve disputes in a timely, respectful manner consistent with the values and standards of the WAM community.

6. PRODUCT STANDARDS

6.1   All products listed on the Marketplace must be accurately described, including materials, dimensions, origin, and any relevant care instructions.

6.2   Product images must be truthful representations of the actual item offered for sale. Stock photos, misleading angles, or digitally altered images that misrepresent the product are prohibited.

6.3   Products must meet all applicable safety standards and regulations.

6.4   Handmade or artisan claims must be truthful — products must be made by the listed Vendor or under their direct supervision.

6.5   Mass-produced goods may not be listed as handmade, artisan, or culturally authentic.

6.6   WAM reserves the right to remove any listing that fails to meet Product Standards, at its sole discretion and without prior notice.

7. CULTURAL INTEGRITY

7.1   The WAM Marketplace exists to honor, protect, and celebrate the creativity and cultural heritage of tribal people and all creators who share its values.

7.2   Vendors shall not misrepresent the cultural origin, tribal affiliation, or traditional significance of any product listed on the Marketplace.

7.3   Products marketed as culturally significant, traditional, or tribally affiliated must be created by verified tribal artisans or made with their documented collaboration and consent.

7.4   Cultural appropriation — defined as the unauthorized or disrespectful use of cultural elements, symbols, designs, or practices of tribal people or tribal nations — is strictly prohibited.

7.5   WAM may consult with cultural advisors, tribal leaders, or community representatives to evaluate cultural integrity concerns at any time.

7.6   Violations of Cultural Integrity Standards may result in immediate listing removal, account suspension, or termination of this Agreement.

8. INDIAN ARTS AND CRAFTS ACT (IACA) COMPLIANCE

8.1   Vendor acknowledges and agrees to comply with the Indian Arts and Crafts Act of 1990 (25 U.S.C. § 305 et seq.), as amended, and all implementing regulations.

8.2   It is illegal under the IACA to offer or display for sale, or sell, any art or craft product in a manner that falsely suggests it is Indian produced, an Indian product, or the product of a particular Indian tribe or Indian arts and crafts organization.

8.3   Vendors who represent their products as made by tribal people must be enrolled members of a federally recognized tribe or tribal nation, or must be certified by a tribal entity, as required by law.

8.4   WAM will verify tribal enrollment or certification as part of the vendor onboarding process and may re-verify at any time during the term of this Agreement.

8.5   Any Vendor found to be in violation of the IACA will be subject to immediate termination of this Agreement, reporting to appropriate federal authorities, and potential civil and criminal penalties as provided by law.

8.6   WAM bears no liability for Vendor’s misrepresentation of tribal affiliation or product origin. Vendor shall indemnify WAM against all claims arising from such misrepresentation.

9. AFFILIATE PROGRAM

9.1   Vendors may participate in the WAM Affiliate Program, subject to separate terms and conditions as published by WAM.

9.2   Affiliate commissions, referral tracking, and payout schedules are governed by the Affiliate Program Terms, which may be updated from time to time at WAM’s discretion.

9.3   Participation in the Affiliate Program is voluntary and may be revoked for violations of this Agreement or the Affiliate Program Terms.

10. PROHIBITED ITEMS

The following items are expressly prohibited from listing on the Marketplace:

10.1   Weapons, firearms, ammunition, or explosive devices.

10.2   Controlled substances, illegal drugs, or drug paraphernalia.

10.3   Tobacco products, vaping products, or related accessories.

10.4   Alcohol or alcohol-related products, unless specifically authorized in writing by WAM.

10.5   Counterfeit, pirated, or stolen goods.

10.6   Products that infringe on any intellectual property rights, including trademarks, copyrights, or patents.

10.7   Culturally sacred or ceremonial items that are not appropriate for commercial sale, as determined by WAM or its cultural advisors.

10.8   Pornographic, obscene, or sexually explicit materials.

10.9   Products promoting hate, violence, discrimination, or illegal activity.

10.10   Live animals or animal products obtained in violation of applicable laws.

10.11   Any item prohibited by applicable federal, state, local, or tribal law.

10.12   WAM reserves the right to update the list of Prohibited Items at any time, with reasonable notice to Vendors.

11. SHIPPING AND FULFILLMENT

11.1   Vendor is solely responsible for packaging, shipping, and fulfilling all orders in a timely and professional manner.

11.2   Products must be shipped within the timeframe stated in the product listing or within 5 business days of order confirmation, whichever is shorter.

11.3   Vendor must provide valid tracking information for all shipped orders through the Marketplace system.

11.4   Vendor is responsible for ensuring products arrive in the condition described in the listing. Damage during transit is the Vendor’s responsibility unless otherwise agreed in writing.

11.5   Vendor shall comply with all applicable shipping laws and regulations, including restrictions on hazardous materials.

11.6   WAM may establish minimum shipping and fulfillment standards from time to time, and failure to meet such standards may result in account suspension or termination.

12. DATA PRIVACY

12.1   Vendor agrees to handle all customer data, personal information, and transaction data in compliance with all applicable privacy laws and regulations.

12.2   Vendor shall not use customer data for any purpose other than fulfilling orders and providing customer service related to Marketplace transactions.

12.3   Vendor shall not sell, share, rent, or disclose customer data to any third party without the customer’s explicit written consent.

12.4   Vendor shall implement reasonable security measures to protect customer data from unauthorized access, use, or disclosure.

12.5   In the event of a data breach or suspected breach involving customer data, Vendor must notify WAM immediately and cooperate fully in all remediation efforts.

12.6   WAM’s Privacy Policy, as published on the Marketplace, governs the collection and use of data by the Platform. Vendor agrees to comply with the WAM Privacy Policy as it applies to Vendor activities.

13. INTELLECTUAL PROPERTY

13.1   Ownership. Vendor retains all ownership rights to their original products, designs, artwork, and creative content.

13.2   License to WAM. By listing products on the Marketplace, Vendor grants WAM a non-exclusive, royalty-free, worldwide license to use product images, descriptions, and Vendor name for the purpose of marketing, promoting, and operating the Marketplace.

13.3   License Termination. The license granted in Section 13.2 terminates upon removal of the listing or termination of the Vendor Account, except as reasonably necessary for archival and legal compliance purposes.

13.4   Representations and Warranties. Vendor represents and warrants that all listed products and content are original or properly licensed and do not infringe on the intellectual property rights of any third party.

13.5   Takedown Requests. WAM respects intellectual property rights and will respond to valid takedown requests in accordance with applicable law.

14. ENFORCEMENT

14.1   WAM reserves the right to enforce this Agreement through any combination of the following actions:

(a) Written warning;

(b) Listing removal;

(c) Temporary suspension of the Vendor Account;

(d) Permanent account termination;

(e) Withholding of payments; and/or

(f) Reporting to law enforcement or regulatory authorities.

14.2   Enforcement actions are at WAM’s sole discretion and may be taken without prior notice in cases involving fraud, IACA violations, safety concerns, or imminent harm to the Marketplace or its community.

14.3   Appeals. Vendor may appeal enforcement actions by submitting a written appeal to WAM within fifteen (15) calendar days of receiving notice of the action. Appeals will be reviewed and decided within thirty (30) calendar days of receipt.

14.4   Repeated or egregious violations may result in permanent exclusion from the Marketplace with no right of appeal.

15. TERMINATION

15.1   Termination for Convenience. Either Party may terminate this Agreement at any time, for any reason, by providing thirty (30) days’ written notice to the other Party.

15.2   Termination for Cause. WAM may terminate this Agreement immediately, without notice, in the event of:

(a) Fraud or dishonesty by Vendor;

(b) Violation of the Indian Arts and Crafts Act;

(c) Violation of Cultural Integrity Standards;

(d) Illegal activity by Vendor; or

(e) Conduct that poses a risk to the safety or reputation of the Marketplace or its community.

15.3   Effects of Termination. Upon termination of this Agreement:

(i) Vendor’s access to the Marketplace will be revoked;

(ii) All pending orders must be fulfilled or refunded at Vendor’s expense;

(iii) Any outstanding Commissions owed to WAM become immediately due and payable; and

(iv) Vendor must cease using all WAM trademarks, branding, and materials.

15.4   Survival. Sections that by their nature should survive termination — including, without limitation, Intellectual Property (Section 13), Data Privacy (Section 12), IACA Compliance (Section 8), Indemnification (Section 16), Limitation of Liability (Section 17), and Dispute Resolution (Section 18) — shall survive termination of this Agreement.

16. INDEMNIFICATION

16.1   Vendor agrees to indemnify, defend, and hold harmless WAM, its founders, officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) Vendor’s products or services offered through the Marketplace;

(b) Vendor’s breach of any term or condition of this Agreement;

(c) Vendor’s violation of any law, regulation, or third-party right; or

(d) Any misrepresentation by Vendor regarding tribal affiliation, product origin, or product quality.

17. LIMITATION OF LIABILITY

17.1   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE MARKETPLACE, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY.

17.2   WAM’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS RETAINED BY WAM FROM VENDOR’S SALES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.3   WAM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE MARKETPLACE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE MARKETPLACE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

18. DISPUTE RESOLUTION

18.1   Good-Faith Negotiation. The Parties agree to attempt to resolve any dispute arising under or related to this Agreement through good-faith negotiation before pursuing any other remedy.

18.2   Mediation. If negotiation fails to resolve the dispute within thirty (30) days, the Parties agree to submit the dispute to mediation before a mutually agreed-upon mediator, with costs shared equally between the Parties.

18.3   Binding Arbitration. If mediation fails to resolve the dispute, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, conducted in [City, State].

18.4   Attorneys’ Fees. The prevailing party in any arbitration or legal proceeding arising out of this Agreement shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.

18.5   Equitable Relief. Nothing in this Section shall prevent either Party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its rights or interests.

19. AMENDMENTS

19.1   WAM may amend this Agreement at any time by providing Vendor with at least thirty (30) days’ advance written notice of the proposed changes.

19.2   Notice of amendments may be delivered via email to the address associated with the Vendor Account, posted on the Marketplace, or communicated through the Vendor dashboard.

19.3   Continued use of the Marketplace after the effective date of any amendment constitutes Vendor’s acceptance of the amended terms.

19.4   If Vendor does not agree to an amendment, Vendor’s sole remedy is to terminate this Agreement in accordance with Section 15.

20. GENERAL PROVISIONS

20.1   Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to conflict of laws principles.

20.2   Entire Agreement. This Agreement, together with all schedules, exhibits, and amendments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings, whether written or oral.

20.3   Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

20.4   Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision, nor shall it affect the right of either Party to enforce any provision at any future time.

20.5   Assignment. Vendor may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of WAM. WAM may assign this Agreement freely in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

20.6   Force Majeure. Neither Party shall be liable for failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, government action, pandemic, epidemic, civil unrest, or other force majeure events.

20.7   Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by each Party, via email, certified mail, or other verifiable method. Notice shall be deemed given upon receipt.

20.8   Headings. Section headings are included for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

20.9   Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Electronic signatures shall be deemed valid and binding.

20.10   Independent Legal Advice. Each Party acknowledges that they have had the opportunity to seek independent legal counsel before entering into this Agreement, and that they execute this Agreement voluntarily and with full understanding of its terms.