LAYR Marketplace Seller Agreement

Last Updated/Effective Date: September 28, 2026

This Seller Agreement (“Agreement”) is entered into between LAYR Additive Inc., a Canadian corporation operating under the name LAYR (“LAYR,” “we,” “us,” or “our”), and the individual or legal entity registering, operating, or selling through a LAYR seller account (“Seller,” “you,” or “your”).

LAYR operates an online marketplace designed specifically for physical additive-manufactured products and related manufacturing workflows. LAYR connects customers with independent sellers and may also facilitate relationships among sellers, designers, production partners, and fulfillment providers.

By creating a Seller account, submitting a Seller application, listing a product, accepting an Order, or otherwise using LAYR as a Seller, you agree to be legally bound by this Agreement, the LAYR Terms of Use, Privacy Policy, Buyer Protection Policy, Returns and Refunds Policy, Prohibited Products Policy, Fee Schedule, and any other policies incorporated into this Agreement.

If you do not agree to this Agreement, you may not use LAYR as a Seller.

1. DEFINITIONS

For purposes of this Agreement:

1.1 “Buyer” or “Customer”

Means an individual or entity purchasing a product through LAYR.

1.2 “Seller”

Means an independent person or business using LAYR to operate a storefront and offer physical products for sale.

1.3 “Designer”

Means a person or business that creates or owns a digital design, CAD model, STL, 3MF, or other design used to manufacture a product.

1.4 “Production Partner”

Means an independent person or business that manufactures or 3D prints products on behalf of a Seller or another LAYR participant.

1.5 “Fulfillment Provider”

Means an independent person or business responsible for packaging, storing, processing, or shipping products.

1.6 “Listing”

Means a product listing, description, photograph, video, variation, customization option, price, or other information displayed by a Seller on LAYR.

1.7 “Seller Content”

Means all photographs, videos, product descriptions, text, graphics, logos, trademarks, designs, files, storefront information, and other materials uploaded or submitted by Seller.

1.8 “Order”

Means a transaction submitted by a Buyer through LAYR for one or more products offered by Seller.

1.9 “Marketplace Fee”

Means the fee charged by LAYR to Seller for facilitating transactions through the LAYR marketplace, as described in the applicable Fee Schedule.

1.10 “Services”

Means the LAYR website, marketplace, seller dashboard, payment infrastructure, communications tools, listing tools, order-management tools, shipping integrations, analytics, and other services made available by LAYR.

2. LAYR'S ROLE

2.1 Marketplace Platform

LAYR operates a marketplace platform that allows independent Sellers to display and sell physical products to Buyers.

LAYR is not the manufacturer, designer, owner, importer, exporter, distributor, retailer, or seller of a Seller's products unless LAYR expressly states otherwise for a specific transaction or program.

2.2 Independent Sellers

Seller operates independently from LAYR.

Nothing in this Agreement creates a partnership, joint venture, franchise, employment relationship, agency relationship, fiduciary relationship, or other representative relationship between Seller and LAYR.

Seller has no authority to bind LAYR or make representations on LAYR's behalf.

2.3 Seller's Responsibility

Seller remains responsible for:

the products Seller offers;
the accuracy of Seller's listings;
the legality and safety of Seller's products;
obtaining necessary intellectual-property rights;
fulfilling orders;
meeting stated processing times;
customer service;
returns and refunds where applicable;
taxes and business obligations applicable to Seller;

compliance with applicable laws; and

the acts and omissions of any Designer, Production Partner, Fulfillment Provider, employee, contractor, or other third party Seller uses to fulfill an Order.

2.4 LAYR Does Not Guarantee Sales

LAYR does not guarantee:

that Seller will receive Orders;
a minimum number of Buyers;
a particular level of traffic;
a particular search position;
a particular revenue level;

a particular conversion rate; or

continued availability of any particular marketplace feature.

3. SELLER ELIGIBILITY

To become a Seller, you must:

provide accurate registration information;
provide any information reasonably required for identity, business, tax, payment, fraud, or compliance verification;
be legally capable of entering into contracts;
comply with applicable laws;
maintain a valid payment account where required;
maintain accurate contact information;
maintain a valid payout method;

promptly update information that becomes inaccurate; and

successfully complete any verification process required by LAYR or its payment providers.

LAYR may refuse, delay, restrict, or condition seller approval where reasonably necessary for legal, payment, fraud, safety, or marketplace-integrity reasons.

4. SELLER ACCOUNT

4.1 One Account

Seller may not create multiple accounts for the purpose of manipulating search, reviews, sales, promotions, fees, or marketplace systems.

LAYR may permit multiple storefronts or accounts where there is a legitimate business reason and LAYR has approved the arrangement.

4.2 Account Security

Seller is responsible for maintaining the confidentiality of account credentials.

Seller must immediately notify LAYR if Seller believes the account has been compromised or accessed without authorization.

Seller is responsible for activity occurring through Seller's account unless the activity resulted from circumstances for which Seller is not legally responsible.

4.3 Accurate Information

Seller must provide truthful and current information regarding:

identity;
business name;
business location;
shipping origin;
contact information;
tax information;
payout information;
products;
manufacturing arrangements;
Production Partners;

Designers; and

other information reasonably requested by LAYR.

5. WHAT MAY BE SOLD ON LAYR

LAYR is designed primarily for physical products manufactured using additive manufacturing technologies, including products that are:

3D printed;
made to order;
customized;
produced locally;

manufactured on demand; or

produced through distributed manufacturing networks.

LAYR's marketplace model is specifically designed around physical additive-manufactured products rather than a general-purpose marketplace.

A product may be:

designed by Seller;
designed by an independent Designer;
manufactured by Seller;
manufactured by an independent Production Partner;

fulfilled by a fulfillment provider; or

produced through another LAYR-approved manufacturing arrangement.

Seller must have the legal right to sell every product listed.

6. PRODUCTS THAT MAY NOT BE SOLD

Seller may not list or sell products that:

violate applicable laws or regulations;
infringe copyright, trademark, patent, industrial design, trade dress, or other intellectual-property rights;
are counterfeit or unauthorized replicas;
falsely imply affiliation with another person or company;
are designed primarily to facilitate unlawful activity;
contain prohibited or controlled substances where prohibited by law;
are unsafe or inadequately tested for their intended use;
contain hazardous materials where the required legal requirements have not been satisfied;
are subject to a legal restriction that Seller cannot satisfy;
are misleadingly described;
are falsely advertised;
violate LAYR's Prohibited Products Policy;
are uploaded solely to redirect customers to another marketplace or website;
are used to circumvent LAYR fees;

are intended to facilitate fraud, harassment, abuse, or illegal activity; or

otherwise create an unacceptable legal, safety, fraud, or reputational risk for LAYR.

LAYR may maintain a separate Prohibited Products Policy and may restrict additional categories where reasonably necessary.

7. INTELLECTUAL PROPERTY

7.1 Seller's Rights

Seller represents and warrants that Seller either:

owns the intellectual property necessary to sell the product; or

has obtained sufficient rights, licences, permissions, or authorization to manufacture, reproduce, market, distribute, and sell the product.

7.2 Third-Party Designs

If Seller uses a design created by another Designer, Seller is responsible for ensuring that the Designer has granted Seller sufficient rights for the intended commercial use.

Purchasing or downloading a digital file does not automatically give Seller the right to commercially manufacture and sell physical products.

7.3 Production Partner

Seller must ensure that any Production Partner is authorized to manufacture the applicable product.

7.4 Intellectual Property Complaints

LAYR may remove or restrict a Listing when LAYR receives a credible intellectual-property complaint or otherwise reasonably believes a Listing may infringe third-party rights.

LAYR may require Seller to provide evidence of ownership, authorization, or licensing.

7.5 Seller Responsibility

Seller is responsible for defending and resolving intellectual-property claims relating to Seller's products, except to the extent caused solely by LAYR's independent conduct.

8. LISTING REQUIREMENTS

Every Listing must accurately represent the product being sold.

Seller must provide information reasonably necessary for a Buyer to make an informed purchase decision, including where applicable:

product title;
product description;
product photographs;
dimensions;
weight;
materials;
filament material;
available colours;
variations;
customization options;
assembly requirements;
care instructions;
safety information;
processing time;
shipping origin;
expected delivery information;
Production Partner information where required;
Designer information where required;
applicable warnings;

limitations or exclusions; and

any other material information requested by LAYR.

Seller may not materially misrepresent:

how a product is made;
who designed it;
who manufactures it;
where it is manufactured;
where it ships from;
the material used;
the size;
the quantity;
the quality;
the availability;

the functionality; or

the expected delivery time.

9. PRODUCT PHOTOGRAPHS AND MEDIA

Seller must use photographs and videos that accurately represent the actual product.

Seller may not knowingly use:

another Seller's photographs;
photographs copied from another marketplace;
misleading stock photography;

images that materially misrepresent the finished product; or

photographs that falsely imply a product has features it does not have.

Where LAYR permits rendering, mockup, or AI-generated imagery, Seller must ensure that the imagery does not materially mislead Buyers and must make any disclosure required by LAYR or applicable law.

Seller must disclose material use of AI-generated content where required by LAYR policy or applicable law.

10. PRODUCT QUALITY

Seller is responsible for ensuring that every product shipped to a Buyer:

corresponds materially with its Listing;
is manufactured according to the Listing;
contains the correct quantity;
contains the correct colour and variation;
uses the represented material;
is reasonably free from material defects;
is properly assembled where assembly is included;

is properly packaged; and

complies with applicable safety requirements.

LAYR may require Seller or a Production Partner to perform quality-control checks before an Order is shipped.

LAYR's Production Partner workflow includes checks such as confirming the print matches the file, material, colour, quantity, defects, and packaging.

11. CUSTOM AND PERSONALIZED PRODUCTS

For customized products, Seller must clearly state:

what can be customized;
what information the Buyer must provide;
acceptable file formats;
acceptable image quality;
colour choices;
sizing options;
personalization limitations;

expected processing time; and

any additional requirements.

Seller must review customization information before beginning production where reasonably necessary.

Seller is not required to accept a customization that is illegal, unsafe, discriminatory, infringing, or otherwise prohibited by LAYR policy.

12. DESIGNERS

Seller may work with a Designer through LAYR or independently.

Where Seller uses a Designer:

Seller is responsible for agreeing on the Designer's compensation;
Seller is responsible for ensuring appropriate intellectual-property rights;
Seller must follow any licensing restrictions;
Seller must not use a Designer's work outside the rights granted;

Seller must provide accurate product information; and

Seller remains responsible to the Buyer for the resulting product.

A Designer does not become responsible for Seller's customer transaction merely because the Designer created the underlying design.

13. PRODUCTION PARTNERS

Seller may choose to manufacture products:

personally;
through Seller's own employees or contractors;
through a LAYR Production Partner;

through another authorized manufacturer; or

through a LAYR-supported fulfillment or manufacturing program.

If Seller uses a Production Partner, Seller remains responsible for the Buyer transaction unless LAYR expressly states otherwise.

Seller must ensure the Production Partner:

is capable of manufacturing the product;
follows the required specifications;
meets the stated processing time;
uses the correct material and colour;
produces the correct quantity;
performs reasonable quality control;

packages the order properly; and

ships the order using the required shipping method.

LAYR's platform is designed so that Production Partners can receive product specifications, customization information, shipping information, and payment breakdowns through their dashboard.

14. SELF-FULFILLMENT

If Seller chooses to fulfill an Order personally, Seller is responsible for:

manufacturing the product;
quality control;
packaging;
obtaining the appropriate shipping label;
dispatching the Order within the stated processing time;
providing tracking where available;
updating Order status;

responding to customer questions; and

resolving fulfillment issues.

15. LAYR-FACILITATED FULFILLMENT

LAYR may introduce fulfillment services, fulfillment centers, or other manufacturing and logistics programs.

Participation in these services may be subject to separate terms.

Where a fulfillment service is used, Seller remains responsible for providing accurate product and Order information and for complying with the applicable fulfillment program.

16. ORDER PROCESSING

Seller must monitor Seller's dashboard and notifications.

When an Order is received, Seller must:

review the Order;
verify that Seller can fulfill it;
begin production within the applicable processing period;

notify LAYR promptly if the Order cannot be fulfilled; and

update the Order status accurately.

Seller may not knowingly accept Orders that Seller does not have a reasonable ability to fulfill.

If Seller cannot fulfill an Order, Seller must notify the Buyer and LAYR promptly and follow the applicable cancellation/refund procedure.

LAYR's planned order workflow allows the Seller or Production Partner to mark an Order ready to ship, after which carrier activity may update the Order to shipped and ultimately delivered.

17. PROCESSING TIMES

Seller must provide realistic processing times.

Processing times must account for:

manufacturing;
customization;
quality control;

packaging; and

handoff to the carrier.

Seller may not intentionally advertise an unrealistically short processing time to obtain sales.

Repeated failure to meet stated processing times may result in:

reduced visibility;
listing restrictions;
temporary suspension;

mandatory corrective action; or

termination.

18. SHIPPING

Seller is responsible for shipping Orders in accordance with the shipping terms displayed to Buyers.

Seller must:

ship to the correct address;
use suitable packaging;
purchase appropriate postage;
provide tracking where required;
accurately identify shipment origin;
comply with carrier requirements;
comply with customs requirements;

accurately declare shipments; and

avoid knowingly misrepresenting the contents or value of a shipment.

Seller may not intentionally delay shipment after marking an Order as ready to ship.

19. CUSTOMS, DUTIES, AND INTERNATIONAL ORDERS

Seller is responsible for complying with applicable customs and export requirements.

Seller must provide accurate customs information, including where required:

product description;
quantity;
value;
country of origin;
tariff classification;

material information; and

other information required by the carrier or customs authority.

Unless otherwise stated at checkout or under a specific LAYR shipping program, applicable import duties, taxes, customs charges, and other government-imposed charges may be payable according to the destination country's rules.

Seller must not intentionally misdeclare the value or contents of an Order.

Where LAYR provides a shipping or customs program, Seller must follow the requirements of that program.

20. TAXES

Seller is responsible for understanding and complying with taxes applicable to Seller's business and transactions, except to the extent LAYR is legally required to collect or remit a tax.

LAYR may calculate, collect, withhold, report, or remit taxes where required by law or through a marketplace-facilitator or similar regime.

Seller remains responsible for providing accurate tax information to LAYR and its payment providers.

21. PRICING

Seller determines the selling price of Seller's products, subject to applicable law and LAYR policies.

Seller is responsible for ensuring that:

prices are accurate;
variations are priced accurately;
discounts are genuine;
sale prices are not misleading;
comparison prices are truthful;

product quantities are accurately represented; and

mandatory charges are disclosed as required.

Seller may not artificially inflate a price immediately before advertising a discount for the purpose of creating a false impression of savings.

LAYR may remove or modify promotional displays that are misleading or legally non-compliant.

Canadian competition law prohibits certain representations of prices that are unattainable because of mandatory fixed charges, subject to the statutory exceptions.

22. SELLER FEES

Seller agrees to pay LAYR the applicable Marketplace Fees described in the LAYR Fee Schedule.

Current Marketplace Fee

Marketplace Fee: 5.5%

The Marketplace Fee is 5.5% of the buyer total after subtracting the actual Stripe processing fee. The buyer total includes discounted merchandise, shipping, and collected tax. Collected tax remains reserved for remittance and is not seller proceeds. Amounts are rounded to the currency's minor unit.

LAYR may introduce additional services or fees, including optional advertising, promotional, fulfillment, or other services.

Any applicable fee will be disclosed through the applicable Fee Schedule, seller dashboard, or relevant service terms.

Payment Processing

Payment processing is handled through LAYR's payment infrastructure and/or third-party payment providers.

Seller acknowledges that payment providers may impose processing, currency conversion, verification, dispute, payout, or other fees.

Seller is responsible for Stripe processing fees on the original payment, including fees the provider does not return following a full or partial refund. LAYR may initially estimate processing costs and reconcile them to the actual provider fee.

LAYR's current implementation plan contemplates Stripe Connect for connected seller accounts, payment routing, marketplace fees, payouts, refunds, and disputes.

23. PAYOUTS

Seller payouts are processed through LAYR's payment provider.

Seller must maintain valid payout information.

Payouts may be delayed, withheld, reserved, reversed, or adjusted where reasonably necessary to:

process refunds;
resolve disputes;
address chargebacks;
investigate fraud;
comply with legal requirements;
correct payment errors;
recover amounts owed to LAYR;

satisfy payment-provider requirements; or

protect Buyers or the marketplace.

The timing of payouts may depend on the payment provider and the applicable payout schedule.

24. REFUNDS

Seller agrees to provide refunds when required by:

applicable law;
LAYR's Return and Refund Policy;
LAYR's Buyer Protection Policy;

the Seller's own stated return policy; or

an agreement reached with the Buyer.

Refunds may be required where, for example:

an Order never arrives;
an Order is materially damaged;
an Order materially differs from its Listing;
the wrong product is shipped;
the wrong variation is shipped;
the Seller fails to fulfill the Order;

the Seller materially misses the stated processing or delivery commitment where applicable; or

another legally required circumstance applies.

LAYR may process a refund on Seller's behalf where reasonably necessary.

The buyer receives the full approved refund without deductions for LAYR commission or Stripe processing fees. LAYR returns its commission in proportion to the cumulative amount refunded for that seller's order, including approved shipping refunds. A full refund returns all of the commission; partial refunds return the corresponding proportion, with cumulative rounding to avoid discrepancies.

Seller remains responsible for the original non-refundable payment processing fees. LAYR funds its returned commission and the applicable refunded tax allocation; Seller funds the remainder of the approved refund. These amounts may be recovered from held proceeds, related transfer reversals, or future seller payouts, with any unrecovered amount recorded as a seller balance owed, subject to applicable law and provider rules.

Postage purchased by LAYR is charged separately to Seller to reimburse LAYR. A buyer refund does not cancel a label. Postage is credited to Seller only when the carrier approves its cancellation/refund; a rejected cancellation does not create a credit. A refund of unused shipping charged to the buyer does not itself refund the cost of a label that remains active.

25. RETURNS

Seller must comply with applicable return laws and the return policy displayed for the product.

Seller may establish reasonable return conditions where permitted by law.

Custom or personalized products may have different return treatment where permitted by applicable law.

Seller may not use a return policy to eliminate non-waivable consumer rights.

26. LAYR BUYER PROTECTION

LAYR may maintain a Buyer Protection program.

The LAYR Buyer Protection framework contemplates protection for orders that:

do not materially match the listing;
arrive damaged;
arrive after the estimated delivery date where covered;

do not arrive; or

are lost in transit.

The LAYR business blueprint currently describes these categories as the intended Buyer Protection framework.

LAYR may investigate Buyer Protection claims and may determine whether a refund or other remedy is appropriate under the applicable Buyer Protection Policy.

Buyer Protection does not eliminate Seller's independent legal obligations.

27. CUSTOMER SERVICE

Seller must communicate professionally and in a reasonably timely manner.

Seller must respond to reasonable customer inquiries relating to:

products;
customization;
Orders;
processing;
shipping;
returns;

refunds; and

other transaction-related matters.

Seller must not harass, threaten, discriminate against, deceive, or abuse a Buyer or another LAYR member.

28. OFF-PLATFORM TRANSACTIONS

Seller may not use LAYR to intentionally redirect a LAYR transaction away from the LAYR platform for the purpose of avoiding LAYR fees, Buyer protections, or marketplace controls.

Seller may not ask a Buyer to:

pay Seller directly for a LAYR Order;
send money through a personal payment account;
cancel a LAYR Order and purchase through another channel to avoid LAYR fees;

use an external payment link to complete a transaction initiated through LAYR; or

otherwise circumvent LAYR's transaction system.

Normal business information may be exchanged where reasonably necessary for legitimate fulfillment or legal purposes, but may not be used to circumvent the LAYR marketplace.

29. BUYER PERSONAL INFORMATION

Seller may receive personal information necessary to fulfill an Order.

Seller agrees to:

use Buyer information only for legitimate LAYR-related purposes;
protect Buyer information;
not sell Buyer information;
not add Buyers to marketing lists without appropriate consent;
not use Buyer information for unrelated commercial purposes;
not retain information longer than reasonably necessary;

comply with applicable privacy laws; and

promptly notify LAYR of any suspected unauthorized disclosure or data breach involving Buyer information.

Canadian privacy law imposes obligations on businesses concerning collection, use, disclosure, safeguards, retention, and accountability for personal information in commercial activities.

30. REVIEWS

Buyers may leave reviews of products and transactions.

Seller may:

respond professionally to reviews;

report reviews that violate LAYR policy; and

request investigation of fraudulent or abusive reviews.

Seller may not:

purchase fake reviews;
create fake Buyer accounts;
review Seller's own products through another account;
pressure Buyers into positive reviews;
threaten Buyers because of negative reviews;

offer compensation in exchange for a particular review where prohibited; or

manipulate the review system.

LAYR may remove reviews that violate applicable policy or law.

31. MARKETPLACE MANIPULATION

Seller may not manipulate:

search results;
clicks;
favourites;
reviews;
carts;
Orders;
traffic;
coupon use;
sales volume;

account activity; or

other marketplace metrics.

Seller may not intentionally create fake transactions to increase rankings or credibility.

32. ADVERTISING AND PROMOTIONS

Seller may participate in LAYR promotional programs where offered.

Seller may opt into promotions where LAYR provides an opt-in mechanism.

Seller is responsible for ensuring that Seller-provided promotional claims are truthful.

LAYR may advertise Seller's products through:

LAYR's website;
email;
social media;
search engines;
paid advertising;
marketplace collections;
seasonal campaigns;

promotional materials; and

other marketing channels.

Seller authorizes LAYR to display Seller's product information for these purposes.

33. SELLER CONTENT LICENCE

Seller retains ownership of Seller's intellectual property.

However, Seller grants LAYR a non-exclusive, worldwide, royalty-free licence to host, reproduce, display, distribute, resize, format, modify, adapt, translate, promote, and otherwise use Seller Content solely as reasonably necessary to:

operate LAYR;
display Listings;
process Orders;
provide marketplace functionality;
advertise Seller's products;
promote LAYR;
improve the Services;
create marketplace collections;
generate previews and thumbnails;

provide customer support; and

fulfill the purposes of this Agreement.

LAYR does not acquire ownership of Seller's underlying product designs merely because Seller uploads them.

34. DESIGN FILES

Where Seller uploads STL, 3MF, CAD, or other manufacturing files, Seller represents that Seller has the right to upload and use the files for the applicable purpose.

Seller understands that certain LAYR workflows may require a manufacturing partner to access technical product information necessary to produce an Order.

LAYR will not intentionally grant a third party broader intellectual-property rights than are reasonably necessary to operate the applicable marketplace workflow.

Seller is responsible for determining whether a design licence permits commercial physical manufacturing.

35. AI-GENERATED CONTENT

Seller must comply with applicable laws and LAYR policies regarding artificial intelligence.

Where AI has materially contributed to a product, design, image, description, or other Seller Content, Seller must make any disclosure required by LAYR or applicable law.

AI-generated content does not excuse Seller from responsibility for:

intellectual-property infringement;
misleading representations;
product safety;
product quality;

false advertising; or

other legal obligations.

36. PRODUCT SAFETY AND COMPLIANCE

Seller is solely responsible for determining whether Seller's products require:

warnings;
labels;
instructions;
certifications;
testing;
age restrictions;
safety documentation;

regulatory approvals; or

other compliance measures.

Seller must comply with applicable product-safety, consumer-protection, environmental, labelling, transportation, customs, and other laws.

LAYR may request documentation relating to product safety or regulatory compliance.

LAYR may immediately remove or restrict a product where it reasonably believes the product presents a serious safety or legal risk.

37. COPYRIGHT, TRADEMARK, AND COUNTERFEIT PRODUCTS

Seller may not sell unauthorized copies of:

branded products;
copyrighted characters;
logos;
trademarks;
patented products;
protected designs;
proprietary replacement parts;

commercial designs; or

other protected intellectual property,

unless Seller has appropriate authorization.

Seller is responsible for determining whether a product may legally be manufactured and sold.

LAYR may remove Listings upon receiving credible claims of infringement and may restrict accounts associated with repeated infringement.

38. SELLER DISPUTES WITH DESIGNERS OR PRODUCTION PARTNERS

LAYR may provide tools that allow Sellers, Designers, and Production Partners to work together.

Unless a separate agreement states otherwise:

LAYR is not a party to Seller's private compensation agreement with a Designer;
LAYR is not responsible for the Designer's work product;
LAYR is not responsible for a Production Partner's independent business obligations;

Seller remains responsible to the Buyer for the resulting transaction; and

disputes between independent marketplace participants may be handled through LAYR's support or dispute process where available.

39. CHARGEBACKS AND PAYMENT DISPUTES

A Buyer may dispute a transaction through a payment provider or financial institution.

Seller agrees to reasonably cooperate with LAYR and the applicable payment provider in responding to:

chargebacks;
payment disputes;
fraud investigations;

refund disputes; and

payment reversals.

Where permitted by law and applicable payment-provider rules, LAYR may recover amounts associated with a valid chargeback, refund, reversal, or other transaction adjustment from amounts otherwise payable to Seller.

LAYR's marketplace payment architecture is intended to support refunds, chargebacks, disputes, failed payments, seller payouts, and marketplace fees through connected payment accounts.

40. SELLER BALANCES

Seller authorizes LAYR and its payment providers, where legally permitted, to deduct or recover amounts Seller owes in connection with:

refunds;
chargebacks;
payment reversals;
marketplace fees;
incorrectly issued payouts;
fraudulent transactions;
shipping adjustments;

amounts owed under this Agreement; and

other transaction-related obligations.

LAYR will not intentionally create an artificial negative Seller balance unrelated to a legitimate transaction adjustment.

40.1 FIRST-SALE PAYOUT HOLD

LAYR applies a one-time initial payout hold to each Seller. Seller earnings from all Orders are retained before transfer to the Seller's connected Stripe account until 14 calendar days after the Seller's first paid Order is fully marked shipped in LAYR. Partial shipment does not start this period; in a multi-seller Order, this means all items assigned to that Seller. The recorded shipment event starts the period, not a seller-entered earlier dispatch date. Later Orders do not restart or extend it. When the period ends, eligible accumulated earnings are released for transfer, subject to refunds, disputes, reversals, amounts owed, legal requirements and payment-provider restrictions. Subsequent eligible earnings are transferred without this initial hold, as soon as processing and Stripe availability permit. A transfer to a connected account is distinct from a bank payout; Stripe's payout schedule, verification, weekends, holidays and bank processing affect deposit timing. This is not an escrow service or a guarantee of a bank-deposit date. Sellers must mark Orders shipped accurately and must not do so before dispatch.

41. RECORDS

Seller must maintain reasonable records relating to:

product ownership;
intellectual-property permissions;
product safety;
customer Orders;
shipping;
refunds;
returns;
taxes;
Production Partners;

Designers; and

other records reasonably necessary to demonstrate compliance.

LAYR may request documentation where reasonably necessary to investigate a complaint, legal issue, safety issue, payment dispute, or policy violation.

42. LAYR'S RIGHTS TO REVIEW AND REMOVE LISTINGS

LAYR may:

review Listings;
request additional information;
temporarily hide Listings;
remove Listings;
restrict categories;
limit account functionality;
restrict selling privileges;
delay payouts where permitted;

suspend accounts; or

terminate accounts.

LAYR may take action where reasonably necessary to:

comply with law;
respond to an intellectual-property claim;
protect Buyers;
prevent fraud;
protect payment systems;
address safety concerns;
investigate suspicious activity;
enforce LAYR policies;

protect marketplace integrity; or

reduce legal or operational risk.

43. ACCOUNT SUSPENSION

LAYR may temporarily suspend a Seller where it reasonably believes:

Seller violated this Agreement;
Seller violated another LAYR policy;
Seller poses a safety risk;
Seller is involved in fraud;
Seller has unusually high disputes or chargebacks;
Seller repeatedly fails to fulfill Orders;
Seller has provided false information;
Seller's Listings infringe third-party rights;

Seller's account presents a legal or regulatory risk; or

suspension is reasonably necessary to protect the marketplace.

Where appropriate, LAYR may provide Seller with notice and an opportunity to address the issue.

LAYR may suspend an account immediately where delay could create significant risk.

44. ACCOUNT TERMINATION

Seller may close Seller's account at any time, subject to outstanding Orders and obligations.

LAYR may terminate Seller's account where:

Seller materially breaches this Agreement;
Seller repeatedly violates marketplace policies;
Seller engages in fraud;
Seller repeatedly infringes intellectual-property rights;
Seller sells prohibited or dangerous products;
Seller manipulates the marketplace;
Seller circumvents LAYR fees;
Seller engages in abusive or threatening conduct;
Seller fails required verification;

continued operation creates material legal or financial risk; or

termination is otherwise permitted under applicable law.

Termination does not eliminate Seller's responsibility for Orders already accepted or obligations that arose before termination.

45. SELLER APPEALS

Where LAYR provides an appeal process, Seller may request review of certain enforcement decisions.

Seller may be required to provide:

proof of product ownership;
licensing documentation;
product safety documentation;
shipping records;
customer communications;
proof of fulfillment;

identity information; or

46. LAYR'S INTELLECTUAL PROPERTY

LAYR owns or licenses the intellectual property associated with:

LAYR branding;
LAYR logos;
LAYR website;
LAYR software;
LAYR user interface;
LAYR marketplace systems;
LAYR databases;
LAYR policies;

LAYR marketing materials; and

LAYR technology.

Seller may not use LAYR trademarks or branding except as expressly permitted.

Seller may not copy, reproduce, reverse engineer, scrape, or commercially exploit LAYR's platform without permission.

47. CONFIDENTIALITY

Seller may receive confidential information relating to:

LAYR's technology;
marketplace operations;
pricing systems;
internal processes;
other marketplace participants;

unreleased products or features; or

other information reasonably understood to be confidential.

Seller agrees not to misuse or disclose confidential LAYR information except where legally required.

48. DATA AND PRIVACY

LAYR will handle personal information according to its Privacy Policy and applicable privacy laws.

Seller acknowledges that operating on LAYR may involve the processing of information across provincial and national borders.

Seller agrees to comply with applicable privacy requirements when handling Buyer or other member information.

49. SELLER WARRANTIES

Seller represents and warrants that:

Seller has authority to enter this Agreement;
Seller's account information is accurate;
Seller owns or has rights necessary to sell Seller's products;
Seller's Listings are truthful;
Seller's products comply with applicable law;
Seller's products do not knowingly infringe third-party rights;
Seller has authority to use any Designer or Production Partner;
Seller will fulfill Orders accepted through LAYR;
Seller will comply with LAYR policies;
Seller will comply with applicable tax obligations;

Seller will comply with applicable privacy requirements; and

Seller will not use LAYR for unlawful purposes.

50. INDEMNIFICATION

To the fullest extent permitted by law, Seller agrees to defend, indemnify, and hold harmless LAYR and its directors, officers, employees, contractors, affiliates, and service providers from claims, losses, damages, liabilities, penalties, costs, and reasonable legal expenses arising out of:

Seller's products;
Seller's Listings;
Seller's breach of this Agreement;
Seller's violation of law;
intellectual-property claims relating to Seller's products;
product-safety claims;
Seller's negligence or misconduct;
Seller's relationship with a Designer or Production Partner;
Seller's misuse of Buyer information;

Seller's tax obligations; or

Seller's violation of another person's rights.

This section does not apply to the extent a claim results solely from LAYR's own gross negligence, wilful misconduct, or other conduct for which LAYR cannot legally require indemnification.

51. DISCLAIMERS

To the fullest extent permitted by law, LAYR provides the marketplace and Services on an “as available” basis.

LAYR does not guarantee that:

the Services will always be uninterrupted;
Listings will receive traffic;
Buyers will purchase products;
products will meet Seller's expectations;
third-party services will always operate;

shipping carriers will deliver within estimated times; or

marketplace rankings will remain unchanged.

Nothing in this Agreement limits rights or remedies that cannot legally be excluded.

52. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, LAYR will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to this Agreement or Seller’s use of the Services.

To the fullest extent permitted by applicable law, LAYR’s total aggregate liability arising out of or relating to this Agreement or Seller’s use of the Services will not exceed the amount paid or payable by Seller to LAYR in connection with Seller’s use of the Services during the twelve (12) months immediately preceding the event giving rise to the claim, subject to a minimum liability cap of CAD $100.

For clarity, amounts paid or payable may include, where applicable, Marketplace Fees, advertising fees, promotional fees, fulfillment fees, subscription fees, premium feature fees, service fees, and other amounts charged by LAYR for Seller’s use of the Services.

This limitation does not apply to the extent that such limitation or exclusion is prohibited by applicable law.

53. FORCE MAJEURE

LAYR will not be responsible for delays or failures caused by events beyond its reasonable control, including:

natural disasters;
severe weather;
war;
terrorism;
government action;
labour disruptions;
internet outages;
cyberattacks;
payment-provider failures;
shipping disruptions;

infrastructure failures; or

other circumstances beyond reasonable control.

54. CHANGES TO THIS AGREEMENT

LAYR may update this Agreement from time to time.

Material changes may be communicated through:

email;
seller dashboard;
website notice;

account notification; or

another reasonable method.

The updated Agreement will apply on the effective date stated in the notice.

If Seller does not agree to a material change, Seller may stop using LAYR and close the account, subject to outstanding obligations.

55. CHANGES TO FEES

LAYR may modify fees prospectively.

Where required, LAYR will provide notice before a material fee change becomes effective.

The applicable fee at the time of an Order will generally govern that transaction unless otherwise stated.

56. GOVERNING LAW

This Agreement will be governed by the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein, without regard to conflict-of-law principles, except to the extent mandatory consumer-protection or other laws require otherwise.

Seller and LAYR agree that mandatory rights granted to consumers under applicable law are not waived by this Agreement.

57. DISPUTE RESOLUTION

Before commencing formal proceedings, the parties should attempt in good faith to resolve a dispute through LAYR's support process where reasonably appropriate.

Nothing prevents either party from seeking urgent injunctive, protective, or other relief where necessary.

Any dispute-resolution provision will be subject to mandatory rights under applicable law.

58. SEVERABILITY

If any provision of this Agreement is found invalid, illegal, or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

59. NO WAIVER

LAYR's failure to enforce a provision of this Agreement does not waive LAYR's right to enforce that provision later.

60. ASSIGNMENT

Seller may not transfer or assign this Agreement without LAYR's written consent, except where the transfer occurs as part of a lawful sale or restructuring of Seller's business and LAYR permits the transfer.

LAYR may assign this Agreement in connection with a merger, acquisition, corporate restructuring, financing, sale of assets, or similar transaction.

61. ENTIRE AGREEMENT

This Agreement, together with LAYR's:

Terms of Use;
Privacy Policy;
Buyer Protection Policy;
Return and Refund Policy;
Prohibited Products Policy;
Fee Schedule;
Shipping Policy;

other applicable marketplace policies; and

any applicable program-specific terms,

constitutes the agreement between Seller and LAYR regarding Seller's use of the marketplace.

62. ORDER OF PRECEDENCE

If there is a conflict between documents:

mandatory applicable law controls;
a specific written agreement between LAYR and Seller controls over general marketplace policies for the subject matter specifically addressed;
applicable program-specific terms control for that program;
this Seller Agreement controls;
general LAYR policies apply thereafter.

63. ELECTRONIC ACCEPTANCE

Seller agrees that clicking “I Agree,” checking an acceptance box, creating a Seller account, submitting a seller application, or otherwise using LAYR as a Seller constitutes electronic acceptance of this Agreement.

Seller agrees that electronic records of acceptance may be retained by LAYR as evidence of the Agreement.

64. SELLER ACKNOWLEDGEMENT

By accepting this Agreement, Seller confirms that Seller understands:

LAYR is a marketplace platform;
Seller is an independent seller;
Seller is responsible for Seller's products;
Seller is responsible for the accuracy of Listings;
Seller is responsible for intellectual-property rights;
Seller is responsible for applicable product safety requirements;
Seller is responsible for fulfilling Orders;
Seller may use Designers and Production Partners;
Seller remains responsible for customer transactions unless otherwise stated;
LAYR may investigate disputes;
LAYR may remove Listings;
LAYR may suspend or terminate accounts;
LAYR may process refunds or payment adjustments where permitted;
Seller may be responsible for chargebacks and transaction reversals;
Seller must not circumvent LAYR fees;
Seller must protect Buyer information;

Seller must comply with applicable laws; and

Seller agrees to the LAYR marketplace policies incorporated into this Agreement.

SCHEDULE A — LAYR SELLER FEE SCHEDULE

Marketplace Fee: 5.5%

Listing Fee: $0 unless otherwise stated by LAYR.

Seller Account Fee: $0 unless otherwise stated by LAYR.

Payment Processing: As disclosed through the applicable checkout/payment-provider arrangement.

Currency Conversion: May apply where applicable.

Optional Services: Fees may apply to optional advertising, fulfillment, promotional, or other services.

LAYR may modify this Fee Schedule prospectively in accordance with Section 55.

SCHEDULE B — SELLER FULFILLMENT OPTIONS

Seller may choose, where available:

Option 1 — Fulfill Myself

Seller manufactures, packages, and ships the product.

Option 2 — Production Partner

Seller lists the product and an independent Production Partner manufactures and/or fulfills the Order.

Option 3 — LAYR-Facilitated Fulfillment

Seller uses an available LAYR fulfillment program.

Specific fulfillment programs may have additional terms.

SCHEDULE C — SELLER MINIMUM SERVICE STANDARDS

Seller is expected to:

maintain accurate Listings;
maintain realistic processing times;
fulfill accepted Orders;
communicate with Buyers;
provide accurate tracking;
package products appropriately;
respond to order issues;
honour applicable refund obligations;
maintain product quality;

maintain accurate inventory or capacity information; and

comply with LAYR policies.

Repeated failure to meet these standards may result in enforcement action.

SCHEDULE D — PROHIBITED CONDUCT

Seller may not:

sell counterfeit goods;
infringe intellectual property;
upload stolen designs;
manipulate reviews;
create fake Orders;
manipulate search;
manipulate clicks;
circumvent LAYR fees;
direct LAYR transactions off-platform;
misuse Buyer information;
harass Buyers or other members;
submit fraudulent information;
intentionally misdeclare customs information;
knowingly sell unsafe products;
misrepresent product materials;
misrepresent manufacturing location;
misrepresent processing time;
make deceptive sale claims;

use LAYR for illegal activity; or

otherwise undermine the integrity of the LAYR marketplace.

SCHEDULE E — SELLER RESPONSIBILITY MATRIX

Activity	Seller	Designer	Production Partner	LAYR
Product ownership/rights	Responsible	Responsible for own work	—	Platform enforcement
Listing accuracy	Responsible	May provide technical information	May provide production information	Platform
Product design	Seller or Designer	Responsible where applicable	—	Platform
Manufacturing	Seller or PP	—	Responsible where contracted	Platform coordination
Product quality	Ultimately responsible to Buyer	—	Responsible for production quality	Investigation/support
Packaging	Seller/PP/Fulfillment	—	Responsible where assigned	Platform support
Shipping	Seller/PP/Fulfillment	—	Responsible where assigned	Shipping tools
Customer service	Responsible	Only where separately engaged	Only where separately engaged	Support/escalation
Refund obligation	Seller	—	May bear contractual responsibility to Seller	May process refund
IP rights	Responsible	Responsible for owned designs	Responsible for own IP	Enforcement
Buyer personal data	Responsible for use received	Only if received	Only if received	Platform/privacy controls
Marketplace fee	Seller	Separate terms if applicable	Separate terms if applicable	Collects
Seller payout	Receives	—	Receives where applicable	Facilitates
Buyer protection	Seller obligations apply	—	—	Administers program
Marketplace access	—	—	—	LAYR

SCHEDULE F — ELECTRONIC ACCEPTANCE

By creating a LAYR Seller account, submitting a Seller application, listing a product, accepting an Order, or otherwise using LAYR as a Seller, Seller confirms that they have read, understood, and agreed to this Seller Agreement, the LAYR Terms of Use, and all applicable LAYR marketplace policies.

Seller understands and agrees that:

Seller is an independent Seller;
Seller is responsible for the products Seller sells;
Seller is responsible for the accuracy of Seller’s Listings;
Seller is responsible for obtaining and maintaining the necessary intellectual-property rights for Seller’s products;
Seller is responsible for complying with applicable product, consumer, tax, privacy, and other laws;

Seller is responsible for fulfilling accepted Orders and meeting applicable customer obligations; and

LAYR operates the marketplace but is not generally the manufacturer, Designer, owner, or Seller of Seller’s products.

No physical or electronic signature is required.

Seller’s creation and continued use of a LAYR Seller account constitutes electronic acceptance of this Agreement.

LAYR may retain electronic records showing the date, time, account, and method of acceptance as evidence of Seller’s agreement to these terms.