Membership Program

1. Agreement to Terms

By enrolling in the Mercaso Membership Program ("Membership"), you ("Member") agree to be bound by these Terms and Conditions ("Terms"). These Terms govern your Membership on the Mercaso platform available at mercaso.com and shop.mercaso.com (collectively, the "Platform"). Please read them carefully before completing your enrollment. If you do not agree to these Terms, do not enroll.

Your use of the Mercaso Platform is also governed by Mercaso's general Terms of Service and Privacy Policy, both of which are incorporated herein by reference.

2. Eligibility

The Mercaso Membership is designed for businesses purchasing products for their own commercial use. To be eligible, you must:

• Be a legally registered business or business owner operating in the United States
• Be at least 18 years of age
• Operate a qualifying business type, which may include convenience stores, liquor stores, gas stations, restaurants, grocery stores, ethnic food retailers, dollar stores, laundromats, or non-profit organizations
• Provide accurate and truthful business information during enrollment

Mercaso reserves the right to accept or refuse Membership applications at its sole discretion. We may request supporting documentation to verify your business eligibility. If you do not provide satisfactory documentation, we may deny or terminate your Membership and recover the value of any benefits you received.

3. Membership Tiers and Benefits

Mercaso offers tiered Membership plans designed to deliver increasing value to your business. Each tier provides access to a combination of delivery, returns, financial, and technology benefits. The specific benefits, pricing, caps, eligibility thresholds, and launch dates applicable to each tier are published on the Membership page of the Platform and are incorporated into these Terms by reference. Mercaso reserves the right to modify, add, or remove benefits within any tier with advance notice to Members.

3.1 General Benefit Conditions

All Membership benefits are subject to the following general conditions:

• Benefits are available only during an active, paid Membership period and are forfeited upon cancellation or termination
• Benefits are non-transferable and may only be used by the enrolled Member business
• Mercaso may introduce new benefits or supplemental programs from time to time, which will be subject to these Terms and any additional terms communicated at the time of introduction
• Benefit availability may vary by product category, geographic area, or order characteristics
• Abuse or fraudulent use of any Membership benefit may result in immediate termination without refund

4. Membership Fee and Billing

4.1 Fee

The Membership fee for your selected tier is disclosed on the Membership enrollment page at the time of sign-up. Fees are charged on a recurring monthly basis via the payment method you provide at enrollment.

4.2 Automatic Renewal

YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW EACH MONTH UNLESS YOU CANCEL BEFORE YOUR NEXT RENEWAL DATE. By enrolling, you authorize Mercaso to charge your payment method for the then-current Membership fee plus any applicable taxes, without additional notice to you, unless required by applicable law.

4.3 Price Changes

Mercaso may change Membership fees from time to time. We will provide advance notice before any fee increase takes effect. Your continued Membership after the effective date constitutes your acceptance of the new fee.

4.4 Payment Failure

If your payment method is declined, you must provide a new eligible payment method promptly or your Membership will be suspended or canceled. If a new payment method is successfully charged, your renewal date remains based on your original billing cycle.

4.5 Taxes

Applicable sales taxes may be charged on Membership fees depending on your jurisdiction. You are responsible for any taxes associated with your Membership.

5. Free Trials and Promotional Offers

From time to time, Mercaso may offer free trials or promotional Membership rates. At the end of any trial period, your Membership will automatically convert to a paid Membership at the then-current rate unless you cancel before the trial ends. Mercaso may offer qualification-based Memberships at reduced rates for eligible businesses, subject to verification.

6. Cancellation and Refunds

6.1 How to Cancel

You may cancel your Membership at any time via your Account Settings on the Platform or by contacting Mercaso customer support. Per California law, because you enrolled online, you may cancel online.

6.2 Refund Policy

If you cancel within 5 business days of your initial enrollment or conversion from a free trial to a paid Membership, and you have not placed any orders or used any Membership benefits, you will receive a full refund of your Membership fee.

If you cancel after 5 business days, or if you have used Membership benefits, the fee for the current billing period is non-refundable. You will retain access to Membership benefits through the end of your paid period.

Memberships redeemed through a promotional code or gift credit are non-refundable.

7. Acceptable Use

Your Membership is for your own business use only. You agree that:

• You will not transfer, sell, or assign your Membership or any Membership benefits to any other person or entity
• You will not use your Membership to purchase products on behalf of unaffiliated businesses, purchasing groups, or organizations not under your direct ownership and control
• All business information you provide is and will remain accurate and up to date
• Rebate and financial benefits are subject to Mercaso's verification and approval process and may not be exploited in bad faith

Violation of these acceptable use requirements may result in immediate termination of your Membership without refund.

8. Termination by Mercaso

Mercaso may terminate or suspend your Membership at its discretion. If terminated without cause, we will provide a prorated refund for unused days in your current billing period. No refund will be issued for terminations due to:

• Violation of these Terms or Mercaso's Terms of Service
• Fraudulent activity or misuse of Membership benefits
• Providing false or misleading business information
• Conduct harmful to Mercaso's interests or other customers

9. Delivery and Orders

Mercaso delivers wholesale products to your business address within our service area. Delivery benefits depend on product availability, order minimums, delivery address, and applicable deadlines. Delivery times are estimates and are not guaranteed. Delivery of regulated products (such as tobacco or alcohol) is subject to applicable laws, and you represent that you are legally permitted to purchase and receive any regulated products you order.

10. Returns and Satisfaction Guarantee

Standard and extended returns are subject to Mercaso's Returns Policy published on the Platform. Return eligibility, timeframes, and procedures may vary by Membership tier and product category. Mercaso's Returns Policy may be updated from time to time, and the version in effect at the time of your return request will apply.

11. Changes to These Terms

Mercaso may update these Terms at any time. We will notify you of material changes by email or through a notice on the Platform before they take effect. Your continued use of the Membership after changes become effective constitutes your acceptance. If you do not agree, you must cancel your Membership before the effective date.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERCASO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR MEMBERSHIP OR USE OF THE PLATFORM. IN NO EVENT SHALL MERCASO'S TOTAL LIABILITY TO YOU EXCEED THE MEMBERSHIP FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM. Some states do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to its conflict of law provisions. Any disputes arising out of or related to these Terms or your Membership shall be resolved in the state or federal courts of Los Angeles County, California, and you consent to the personal jurisdiction of such courts.

14. Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.