Merchant Partner Agreement

Parties and participating stores

This Merchant Partner Agreement ("Agreement") is between Search N Rescue Inc., a Delaware corporation with its principal business in New Jersey ("S&R"), and the business identified below ("Merchant"). It includes Schedules A-C. An authorized representative must accept the completed Agreement and schedules before Merchant is activated for customer orders.

Merchant information

Complete before acceptance

S&R contact: support@searchrescueapp.com; 115 Everdell Ave, Hillsdale, NJ 07642. This is an administrative mailing address, not a merchandise-return destination. Taxpayer identifiers and bank credentials must be submitted through the designated secure onboarding process, not entered in this Agreement or sent through ordinary order chat.

1. Scope and allocation of responsibilities

Merchant supplies the merchandise, maintains the approved inventory and listings, prepares and hands over orders, and is responsible for the authenticity, condition, safety, and lawful sale of its products. S&R operates the marketplace, presents customer prices, collects payments through the configured payment provider, coordinates delivery, and administers customer support and required or approved refunds. The MVP does not include an ordinary merchandise-return or exchange service.

The product, payment, and tax roles must be reflected consistently in checkout, receipts, payment-provider configuration, and applicable notices. This Agreement does not determine a statutory or payment-network role merely by calling S&R a marketplace or Merchant an independent business, and does not transfer a legally nondelegable obligation.

Customer accounts and purchases are limited to eligible U.S. adults aged 18 and older. Customer deliveries are only to supported New Jersey addresses, with no exception for a nearby out-of-state address. Only approved stock at approved fulfillment locations may be offered. Activation, geographic coverage, and any optional feature remain subject to operational and provider approval; no minimum sales volume, ranking, or revenue is guaranteed.

The parties are independent businesses. Neither may bind the other except for the express payment, refund, fulfillment, or data-processing authority granted here. The label "partner" does not itself create a legal partnership, employment relationship, or joint venture.

2. Onboarding, access, and store operation

Merchant represents that its representative has authority to bind it, its business and banking information is accurate, it holds the rights and permissions needed for the listed products, and its stores may lawfully perform the agreed activities. It must complete S&R and payment-provider verification, provide requested tax forms securely, keep contact and ownership information current, and cooperate with applicable seller-verification and recertification requirements.

S&R may decline or delay activation pending verification, signed schedules, an operational check, or a documented safety or compliance issue. Merchant must not lend its account, share administrative credentials, or permit unrelated stores to use its approval. Merchant is responsible for training and supervising its authorized staff and promptly revoking unnecessary staff access.

Merchant must keep actual store hours, temporary closures, pickup instructions, and an available order contact current. It must pause new orders when it cannot fulfill them. Enabling notifications is not consent to promotional texts. Operational SMS enrollment, authorized recipients, STOP/HELP, and alternative order communication are managed separately.

The parties will provide any seller identity disclosures, suspicious-activity reporting route, and legally required sales suspension applicable to the marketplace. Information collected solely for a legal verification requirement is restricted to that purpose and any other legally required use.

3. Catalog, inventory, and connected systems

Merchant must provide accurate product titles, images, sizes, variants, base prices, stock quantities, material product information, and any required warnings. Products must be genuine, lawful, new and in the condition described, with tags and accessories as applicable. Recalled, counterfeit, stolen, unsafe, prohibited, or unauthorized goods may not be listed. Merchant must promptly report and remove affected products and cooperate with recalls and customer remedies.

Merchant must offer only inventory it can actually fulfill locally and must reserve accepted units against competing sales. It must check the applicable variants before accepting and promptly correct a stock discrepancy. S&R must operate its own integration and reservation controls reasonably. A synchronization problem is not automatically Merchant fault; responsibility follows the cause and available evidence.

Merchant grants only the connection permissions needed for the enabled services: reading authorized store/catalog/stock information and, where supported and authorized, writing S&R-related order, inventory, fulfillment, or cancellation updates. No unrelated customer list, historical order archive, or additional store may be accessed merely because one store is connected. Access must use approved OAuth or other authorized methods; Merchant must not email passwords or private API secrets.

Disconnecting or losing a required inventory source may pause affected listings. The parties must not bypass an access restriction, create unauthorized apps, or represent an integration as provider-approved when it is not. Each party remains responsible for the provider agreements that bind it. Merchant must identify material third-party content or data restrictions; S&R must respect them in its own processing and disclosures.

For a Shopify-connected application, S&R is responsible for its application, its development, support, operation, marketing, and handling of Merchant Data. Shopify is not responsible for an application fault or resulting harm and does not provide application assistance unless Shopify expressly agrees. Nothing here transfers S&R's application responsibilities to Shopify or purports to waive Shopify's required protections.

4. Orders, readiness, and courier handoff

While a store is accepting orders, Merchant must accept or decline an order request within five minutes after it is made available through the agreed operating channel. An unanswered request expires after ten minutes rather than being automatically accepted. Following acceptance, Merchant must have the complete order inspected, packed, and marked Ready within fifteen minutes.

Acceptance and Ready are distinct events. S&R's customer two-hour delivery clock begins at boutique acceptance, not at Ready or courier assignment. Merchant must not report a false acceptance, readiness, pickup, or inspection event. S&R must preserve the event record and make relevant timestamps available. A known alert/channel failure requires escalation and pausing affected new requests rather than silently treating customers as accepted.

Before marking Ready, Merchant must verify the item, size, condition, tags, accessories, and quantity; package it to protect against ordinary transit and weather; and attach the correct order identifier without exposing unnecessary personal information. Handoff must be to the assigned courier through the supported verification process. The courier is not expected to shop for, pay for, inspect for wear, or pack the merchandise.

If the boutique cannot supply the complete order, it must select Item unavailable before marking Ready and before a boutique transfer or courier delivery has been created. This cancels fulfillment of the whole order and starts a full refund of the original amount paid, including the item price and its S&R markup, service and delivery fees, applicable tax, and any tip. The MVP does not offer partial-order editing, partial fulfillment, or substitution; the shopper may place a new order after the unavailable order is cancelled. Refund completion is confirmed only after the payment provider reports success; a pending or failed refund is not represented as completed.

Merchant must not substitute unavailable products, dispatch a partial order, or promise an in-app revised-order confirmation. If the order is already Ready, a boutique transfer has been created, or courier delivery has been created, Merchant must contact S&R support for an order-specific resolution. A customer cancellation request does not itself stop fulfillment. Merchant must follow a confirmed stop instruction and must not silently restart an already-started delivery clock.

Merchant must promptly cooperate with a cancellation or delivery-failure instruction and stop a handoff when it can safely do so. If a failed delivery or required remedy involves sending merchandise back, S&R and Merchant will coordinate a safe receiving location through support; this is not a routine returns service. No extra transportation or customer fee may be imposed without the disclosures and authorization required by the Customer Terms. Cancellation and order-problem remedies are summarized in Schedule B.

5. Pricing, payment authority, and taxes

Schedule A states the pricing and settlement economics. "Merchant Base" is the per-item amount recorded for Merchant before S&R's customer markup, after any discount expressly funded by Merchant. Changes to a listed base price apply only prospectively and do not alter an accepted order. All amounts are in U.S. dollars.

Merchant authorizes S&R to collect the disclosed customer order total, administer refunds and payment disputes, and settle Merchant's entitlement under this Agreement. This authority includes issuing a customer refund required by the agreed policy without a second discretionary promise by Merchant to reimburse S&R. It does not authorize an unrelated bank debit, a personal guarantee, or taking more than is due.

S&R-funded promotions do not reduce Merchant Base. Merchant-funded discounts, extra merchant fees, and changes to the commercial schedule require Merchant's express agreement before affected new orders. S&R may not retroactively deduct an unagreed promotion. Neither party may demand a second payment from a customer for an amount already paid through S&R.

S&R will handle collection, remittance, reporting, and refund adjustments for marketplace taxes to the extent legally required of it. Merchant remains responsible for its own income, payroll, business and other taxes not legally assigned to S&R, and for accurate product and tax-classification information it supplies. Using Stripe Tax or identifying Merchant as the product supplier does not transfer a statutory marketplace-facilitator duty. Tax treatment of merchandise and fees must be determined rather than assuming all fashion items have the same treatment.

6. Settlement, holds, and recovery

For a paid order, S&R initiates a transfer of 100% of the approved Merchant Base to the boutique's connected Stripe account when the boutique marks the order Ready, subject to available funds, completed payout onboarding, and applicable provider or legal restrictions. The transfer excludes S&R's 10% customer markup, customer service fees, delivery fees, and driver tips. There is no standard 14-day hold or weekly Friday release schedule under this MVP policy. A Stripe account transfer is not a bank payout: bank arrival depends on Stripe's payout schedule, verification, settlement, and banking times.

There is no standard percentage reserve at launch. S&R may impose a specific, reasonable hold on the affected amount for an unresolved order problem, required refund, chargeback, suspected fraud, documented breach, or provider/legal requirement, not on unrelated proceeds. S&R must identify the reason, amount and release condition, review continuing holds at least every thirty days, and release an amount when the reason ends. A new general rolling reserve requires a written commercial amendment; processor-imposed restrictions remain subject to the processor's rules.

Merchant authorizes supported transfer reversals and offsets against proceeds payable to it only for amounts properly allocated under this Agreement. These are support-led adjustments; the MVP does not automatically reverse a post-Ready transfer. S&R must verify the original transfer and any prior recovery, then provide an itemized adjustment record identifying the order, reason, evidence and amount. No automatic access to a bank account or card is created: any such collection requires the applicable separate mandate and provider support. Balances are not represented as escrow or insolvency-protected customer funds.

Merchant must pay an undisputed shortfall not recovered through the permitted settlement mechanism within five business days after an itemized notice. Merchant should identify a good-faith objection and provide supporting records within ten business days; an objection does not delay a customer refund. Failure to object within that period does not waive a fraud, legal, or demonstrable calculation-error claim. S&R reviews disputed items in good faith and corrects an erroneous deduction on the next available settlement run.

A displayed balance or completed prior payout does not eliminate a later valid refund, chargeback, or agreed reimbursement obligation. S&R must not recover the same loss through both a refund reversal and a duplicate chargeback adjustment. Recoveries, returned goods, refunded provider fees, insurance payments, and successful disputes must be reconciled so neither party receives a windfall.

7. MVP scope, order problems, and refund authority

For new purchases made under this policy, Search & Rescue does not offer ordinary returns or exchanges for change of mind, fit, size preference, or color preference. The MVP does not include a self-service returns feature or a routine return-courier service. This restriction does not apply to an item that is wrong, damaged, defective, misdescribed, or not delivered, and does not limit cancellation rights, legally required remedies, or lawful payment disputes.

Other cancellation requests, partial refunds needed to resolve an order problem, late-delivery-fee refunds, and refunds after Ready are handled individually by S&R support. The MVP does not provide shopper self-service cancellation, automatic late-delivery-fee refunds, or automatic post-Ready transfer reversals. Support confirms the order stage, whether fulfillment can safely be stopped, the applicable remedy, and the payment-provider result. These workflow limitations do not remove the refund commitments in the applicable customer policy, rights promised for earlier purchases, or remedies required by law.

Merchant must follow Schedule B and cooperate promptly with S&R's investigation of a wrong, damaged, defective, misdescribed, missing, cancelled, or incorrectly charged order. Relevant information can include product details, stock, packing and handoff evidence. Merchant may not deny a required remedy merely because there is no in-app returns feature, its store policy differs, or a transfer has already occurred. Required corrective handling is coordinated through S&R support, not a routine customer returns workflow.

S&R initiates an approved merchandise refund through the original payment processor within three business days after approval, or sooner where required by law. A full refund of the affected item includes the amount actually paid after discounts, including the S&R markup and refundable applicable tax. The corresponding Merchant Base is recovered only when properly allocated to Merchant under Schedule A; S&R gives up its own markup. Additional fault-based costs and courier-only losses remain governed by Schedule A.

Merchant must not arrange a second customer merchandise charge or a separate cash refund outside the recorded S&R process. Customer refunds are not conditional on Merchant sending money first, a courier claim closing, or the customer maintaining an active app account. Merchant's settlement objection is handled separately. A required remedy cannot be replaced with store credit without the customer's agreement and any applicable legal permission.

This policy applies only to new orders after it is published, disclosed before purchase, and any required notice or acceptance is completed. It does not remove rights promised for earlier purchases, including an existing return entitlement, or reduce nonwaivable consumer rights. Contact support@searchrescueapp.com about an earlier order or an order problem.

8. Loss allocation, claims, and evidence

Schedule A allocates financial responsibility between S&R and Merchant. It does not make Uber, Stripe, an insurer, or a customer a party to this Agreement. S&R may provide a customer remedy promptly while investigating internal allocation. Recovery from a provider depends on the applicable provider agreement; it is not guaranteed.

Merchant must preserve relevant, proportionate inventory, packaging, handoff and order-problem evidence. Routine chargeback evidence must be supplied within two business days after request, or an earlier reasonable deadline expressly identified by S&R to meet an external deadline. S&R must communicate the request promptly and submit available evidence on time. A deadline miss is allocated to Merchant only to the extent it caused an otherwise avoidable loss.

Neither a courier scan nor a party's unsupported assertion of driver fault is conclusive. The parties review relevant evidence, distinguish product defects from transit damage, mitigate reasonably, and credit recoveries. S&R controls submission through its payment or courier account, but must provide Merchant with the relevant outcome and resulting financial adjustment.

9. Customer information, security, and limited processing

Each party must use S&R-related personal information only for the permitted order, delivery, support, necessary refund, security, compliance, and expressly requested functions. A purchase does not authorize Merchant to add a shopper to a marketing list, sell a profile, upload an advertising audience, or contact the shopper about unrelated products. This restriction governs use of data obtained through S&R, not Merchant's ability to trade with a customer through a separately and lawfully established relationship.

Merchant receives only the information needed for its own transactions and support cases, not private Scout history, payment credentials, or activity at unrelated boutiques. Staff access must be limited by role. Credentials, order links, photos, exports, and contact data must be protected; public file links and shared unrestricted spreadsheets are not an approved substitute for access controls.

Each party must notify the other without undue delay, and in any event within twenty-four hours after becoming aware of an actual or reasonably suspected security incident affecting shared information. It must provide known facts, preserve relevant evidence, mitigate, and update the other party as facts become available. The initial notice must not wait for a completed investigation. Mandatory notices to a provider, regulator, or individual are not postponed by this clause.

Merchant must forward a relevant privacy request to S&R within two business days and normally complete reasonably requested assistance within five business days, or sooner when needed for a disclosed legal deadline. Merchant must restrict or delete eligible S&R data when instructed and identify any narrow legal retention exception. A separate business record lawfully retained by Merchant must not be reused for marketing.

Schedule C describes the permitted data and processing relationship. Whether a party acts as a controller or processor depends on its actual purpose and role, not solely its label. Nothing in this Agreement waives customer rights, expands the approved no-history Scout permission, authorizes personal-data sales or cross-company advertising, or removes a duty imposed directly by law.

10. Catalog assets, marketing, and aggregate reports

Merchant retains its rights in store names, marks, photos, descriptions and other supplied catalog content ("Merchant Content"). To the extent it has the necessary rights, Merchant grants S&R a nonexclusive, royalty-free license during participation to host, reproduce, format, display and distribute that content to list and promote Merchant's available products through S&R's app, website, email, social media and advertisements. Service providers may use it only for those functions. Formatting must not misrepresent a product or create a false endorsement.

Merchant also authorizes processing of permitted catalog content through S&R's disclosed AI/search providers solely for catalog descriptions, product discovery, matching and styling within the service, subject to applicable provider and source permissions. This is not permission to train or improve general-purpose AI models or sell Merchant's catalog as a standalone dataset. Manufacturer, photographer, model-release, platform and other third-party rights remain required.

S&R may prepare and commercially provide non-identifying aggregate fashion reports only from information lawfully available for that purpose and permitted by applicable source agreements and customer commitments. No identifiable boutique's confidential sales, margins, stock, or performance may be disclosed in a commercial report without that boutique's separate express permission. Private customer content, precise locations, sensitive traits, consent records and customer-level profiles are excluded. Restricted source data is excluded unless the required permissions are documented.

Merchant grants no ownership in its brand or customer information. After participation ends, S&R will stop new promotional use and remove active promotional listings it controls within ten business days, subject to sooner removal for a rights or safety issue. Narrow archival, completed-order, legal, backup and already-distributed materials may remain only for justified purposes; they must not imply a continuing partnership.

11. Insurance, product responsibility, and indemnification

Merchant must maintain insurance required by applicable law. S&R does not require a separate insurance policy, additional coverage limits, or naming S&R as an additional insured solely to participate at launch. This provision does not waive insurance obligations imposed by applicable law or the responsibilities allocated elsewhere in this Agreement.

Merchant will defend S&R and its officers, employees and agents against third-party claims, and reimburse reasonable resulting defense costs, judgments and approved settlements, to the extent caused by Merchant's defective, unsafe, counterfeit or unlawfully sold products; breach of product or content-rights warranties; infringement in Merchant Content as supplied and used within the granted license; misuse or exposure of personal information by Merchant; or Merchant's negligence, willful misconduct or violation of law in performing this Agreement.

That obligation does not cover the portion caused by S&R's or a courier's conduct, an unauthorized alteration or use of Merchant Content, or an obligation that cannot lawfully be shifted. S&R must give reasonably prompt notice; late notice reduces the obligation only to the extent of actual prejudice. Merchant may control the defense with competent counsel reasonably acceptable to S&R. A settlement imposing an admission, nonmonetary duty, or unreimbursed amount on S&R needs S&R's prior written consent. S&R may participate at its own expense unless separate counsel is reasonably needed for a covered conflict.

The absence of an S&R-specific insurance requirement does not reduce Merchant's repayment, product-responsibility or covered indemnity obligations. If insurance is available, coverage remains subject to the policy and applicable endorsements; a claim submission does not itself satisfy an amount owed. S&R remains responsible for evaluating its own insurance needs.

12. Service limitations and business liability

S&R does not guarantee continuous access, error-free third-party integrations, a particular search position, or any minimum sales volume. Merchant remains responsible for reasonable stock, staffing and account controls. S&R remains responsible for its own express settlement, refund-administration, security and other contractual obligations; a service qualification does not excuse retaining money that is due to Merchant.

Except for the exclusions below, S&R's aggregate monetary liability to Merchant for claims arising from this Agreement is limited to the greater of $1,000 or the marketplace markup, service fees and any expressly agreed merchant fees actually retained by S&R from Merchant-related orders during the twelve months before the first event giving rise to the claim. Merchant proceeds, taxes, delivery-provider charges and driver tips are not retained marketplace revenue for this calculation.

To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, lost anticipated profits, or loss of goodwill. This exclusion and S&R's cap do not limit payment and reimbursement amounts expressly due under this Agreement; the specific financial allocations in Schedule A; Merchant's covered indemnity obligations; fraud, gross negligence or willful misconduct; death, personal injury or physical property damage caused by negligence for which the relevant party is legally responsible; or liability, damages or remedies that law does not permit to be limited. These terms do not reduce any customer's rights.

13. Confidentiality, duration, and termination

A receiving party must protect nonpublic business, financial, technical and security information received from the other, use it only for this Agreement or an expressly authorized purpose, and disclose it only to personnel or advisers with a need to know and confidentiality duties. Public, independently developed, lawfully received, and legally required disclosures are excluded to the extent applicable. Personal information remains subject to the stricter privacy requirements. There is no blanket right to sell confidential Merchant information.

Participation is nonexclusive, with no minimum fixed commitment. Either party may end participation on fourteen calendar days' written notice. Merchant may pause new orders immediately without avoiding accepted orders, required remedies, repayments or privacy obligations. S&R may immediately pause affected listings or access for a reasonable safety, fraud, security, legal, verification or material fulfillment concern. For an ordinary remediable breach that does not require urgent action, S&R provides notice and ten business days to cure before terminating for that breach.

Termination does not cancel accrued settlements, valid customer remedies or refunds, rights promised for earlier purchases, data duties, financial adjustments, claims or surviving confidentiality and indemnity obligations. The parties must complete or resolve open orders safely, cooperate with required remedies, reconcile proceeds without arbitrary forfeiture, and stop unnecessary integration access. Specific unresolved amounts may remain held only under section 6. A longer notice or protection required by mandatory law controls.

There is no exclusivity, general customer non-solicitation, noncompetition, price-parity requirement, or exit penalty. This does not permit misuse of confidential information, fraud, or charging a customer twice. An authorized signer does not personally guarantee an entity's debt solely by signing; a sole proprietor is the Merchant when that is the identified legal business.

14. Changes, disputes, and notices

Material new fees, reserve structures, or expanded data/content rights require affirmative agreement before they apply to future orders. Other material operating changes require at least thirty calendar days' notice, except a proportionate immediate change necessary for law, provider compliance, security or safety. No change retroactively rewrites an accepted order, accrued refund or existing dispute. Merchant may stop new orders rather than accept a future change.

The parties will first try to resolve a dispute through their designated contacts, without making that discussion a barrier to urgent relief or a legal deadline. New Jersey law and applicable federal law govern. Subject to nonwaivable law, courts with jurisdiction in Bergen County, New Jersey, or the U.S. District Court for the District of New Jersey are the exclusive forum. This Agreement does not require arbitration or a jury/class-action waiver. Fees and costs follow applicable law and any express covered defense obligation.

Legal notices go to the email addresses recorded above, with a reasonable alternative if delivery fails. Routine order chat is not the only route for a formal notice. Assignment requires consent, except that S&R may assign to a genuine successor to the relevant business that assumes its obligations and respects privacy commitments; assignment does not waive required provider approvals. No rights to customer data are sold separately by that clause.

This Agreement and completed schedules are the parties' agreement on these services. Schedule A controls expressly stated economics; Schedule B preserves the customer service obligations; Schedule C governs its covered data processing. A lawful signed amendment prevails to its stated extent. Unenforceable terms are limited to the extent necessary without erasing nonwaivable rights. Electronic acceptance and counterparts are permitted; the accepted version and schedules must be retained and available to both parties.

Schedule A - Commercial and financial terms

Illustration of the agreed economics: a $100 Merchant Base produces a $110 displayed item price before customer fees and any applicable tax. For a paid order, marking Ready initiates the $100 Merchant Base transfer, subject to section 6; the $10 markup, service fee, delivery fee and tip are not boutique earnings. A later required full merchandise refund includes the $110 actually paid, adjusted for discounts; allocation of the $100 base follows Schedule A and S&R gives up its $10 markup. No additional merchant commission applies at launch.

A.1 Responsibility-based adjustments

The following allocation is subject to the evidence and no-double-recovery rules in sections 6 and 8. S&R remains responsible for providing the customer remedy required by the customer policy; this schedule allocates the resulting cost between businesses.

Recoverable external loss can include an actually incurred, nonrecoverable payment/dispute fee or necessary courier cost caused by the responsible party, but not both the same refunded fee and the same underlying expense twice. S&R must mitigate reasonably and provide an itemized reconciliation. Recovery of Merchant Base and ordinary reinstatement of returned inventory are settlement adjustments, not a fine.

Schedule B - Customer service obligations

This schedule states the customer service obligations applicable to Merchant. The linked customer policies for this MVP agreement are the Customer Terms — October 27, 2026 (refund-process clarification) and Order Help & Cancellation Policy — October 27, 2026 (refund-process clarification). The version furnished to Merchant on acceptance governs; a later edit to a linked page does not silently replace an accepted version. The parties must resolve a discrepancy without reducing an existing customer right. More protective mandatory law controls. A later customer-policy expansion does not silently impose new merchant economics without the change process in section 14.

Calendar-day deadlines end at 11:59 p.m. Eastern Time. Day counts start the day after the relevant event. Business days are Monday-Friday excluding U.S. federal holidays. A customer's timely request is preserved during review. A prompt-reporting request, including the requested 48-hour reporting target for delivery problems, is not an automatic waiver of an otherwise valid claim.

Attended delivery is the default. Unattended delivery requires the customer's express choice where offered. A properly documented authorized drop-off is evidence, not an automatic answer to every complaint. Customer account closure does not cancel a valid refund or other protected remedy, and Merchant must continue to cooperate through S&R.

Schedule C - Merchant data and processing instructions

This schedule applies only to data used for the authorized marketplace functions. It is not a blanket license to import a boutique's customer list or a replacement for a merchant-facing privacy notice. S&R's Merchant Privacy Notice, MVP version October 27, 2026 (refund-process clarification), is at https://searchrescueapp.com/merchant-privacy.

Merchant business and authorized personnel

Business name/addresses, account and role identifiers, work contact details, eligibility/consent records and connection status: onboarding, authentication, support and operations. Secure tax/payment verification goes only to the designated authorized parties.

Merchant catalog and inventory

Products, variants, images/descriptions, prices, quantities, location IDs and allowed integration credentials/metadata: the enabled catalog, availability, order and fulfillment services. AI/catalog or promotional uses are only as expressly permitted in section 10.

S&R customers / order recipients

Necessary order/contact/address/instructions, item and transaction references, messages and handoff or order-problem evidence: the Merchant's own fulfillment, support and required remedies. No raw payment credentials, private Scout histories or unrelated store activity. The MVP does not collect information for a routine returns workflow; narrowly necessary information may still be handled to resolve an order problem or an earlier purchase's protected rights.

Operational and security records

Access, authentication, consent, synchronization, notification, error and investigation records: proportionate operation, request handling and security. No unrelated behavioral advertising or indefinite raw-content logging.

S&R uses relevant authorized providers for hosting and authentication, payments, delivery, communications, expressly permitted AI/search functions, and Merchant's approved commerce connection. The Service Provider Directory identifies the current services, functions, data categories and processing locations. Only necessary data is supplied for each function. Material changes must be disclosed before new processing begins as required by this schedule. No vendor is promised to be a processor for every purpose.

For a party's independent legal/business purposes, it is responsible for its own applicable notices, lawful basis, rights handling, security and retention. For a specific function performed only on the other party's documented instructions, the receiving party acts as a processor for that function. The instructing party must give lawful, sufficiently specific instructions; the receiving party must notify it if an instruction appears unlawful and suspend only the affected processing where needed.

Processing consists of collecting, accessing, hosting, organizing, updating, transmitting and deleting the data listed above for the agreed functions, during the enabled service and any necessary lawful closeout. Personnel must be bound to confidentiality. Safeguards include least-privilege access, authentication, protected transmissions/storage, restricted exports and provider credentials, proportionate logging and incident handling. The processor may not sell/share the data for advertising, combine it for unrelated purposes, or use it outside the agreed services.

A processor must use written subcontractor terms with equivalent data duties, provide the controller with information on relevant subcontractors and changes, and provide a reasonable opportunity to object on data-protection grounds before a new subcontractor handles the covered information. The parties will resolve a reasonable objection through an alternative or by stopping the affected feature, without requiring prohibited processing.

The processor must assist with rights requests, security, required assessments and breach response; provide information demonstrating compliance; and allow proportionate assessments or inspections with confidentiality and other-customer protections, subject to applicable law. At the controller's choice it must return or delete covered data when the service ends, except narrowly documented legally required retention. Retained information is restricted to that purpose. Provider/source deletion deadlines and enforceable requests must also be observed.

S&R's internal retention targets are not automatic retention permission for Merchant. The parties must use a category-specific, justified schedule, preserve only scoped legal holds, assist deletion/correction and avoid restoring deleted data from backups for ordinary use. Deleting the commerce connection must stop new access without losing the minimum records needed to complete customer refunds and legally required accounting. Shorter provider or legal requirements prevail.

Acceptance and signatures

The signers accept this Agreement, the completed commercial schedule, the furnished customer-policy version, and the data instructions. No blank commercial or identity field is treated as agreed merely because a draft was circulated.

For Merchant

Legal name: __________________________ Representative: _______________________ Title: _______________________________ Signature: ___________________________ Date: _______________________________

For Search N Rescue Inc.

Name: ______________________________ Title: _______________________________ Signature: ___________________________ Date: _______________________________

Agreement/schedule version: ____________