Millikare Seller Aggreement

MILLIKARE SELLER AGREEMENT 

THIS SELLER AGREEMENT IS A LEGALLY BINDING CONTRACT. BY REGISTERING AS A SELLER ON MILLIKARE YOU UNCONDITIONALLY AGREE TO ALL TERMS HEREIN. READ CAREFULLY BEFORE PROCEEDING

1.  Parties

This Seller Agreement (“Agreement”) is entered into between MilliKare (a division of MilliBolt HealthTech Inc.) and the entity or individual registering as a Seller on the MilliKare platform (“Seller” or “you”). This Agreement incorporates by reference the MilliKare Terms of Service, Privacy Policy, Shipping Policy, Return & Refund Policy, and Seller Fees & Platform Regulations, all as amended from time to time.

2.  Seller Account and Onboarding

• Sellers must provide accurate, complete, and up-to-date business and personal information during registration and at all times thereafter.
• Sellers must hold all permits, licences, and registrations required by applicable law to sell their products in Canada, including any provincial business licences.
• Only authorized representatives may operate a Seller account. The Seller is responsible for all activities conducted through its account.
• Sellers must notify MilliKare immediately of any unauthorized access to their account.
• MilliKare reserves the right to verify Seller identity, business registration, and product compliance documentation at any time and to suspend or reject accounts that fail verification.

3.  Product Compliance Obligations

This section contains MilliKare’s most critical Seller obligations. Non-compliance may result in immediate account termination, financial liability, and referral to regulatory authorities.

3.1  Health Canada Licensing

• All-Natural Health Products (NHPs) listed must hold a valid, current, and non-expired Natural Product Number (NPN) or Homeopathic Medicine Number (DIN-HM) issued by Health Canada under the Natural Health Products Regulations.
• All cosmetic and personal care products must comply with the Cosmetic Regulations under the Food and Drugs Act, including valid Cosmetic Notification Form (CNF) submission to Health Canada where required, or for Health Claims, valid DIN number.
• Baby food and infant formula products must comply with all applicable federal and provincial food safety and labelling regulations.

3.2  Documentation Requirements

• Sellers must upload and maintain current copies of the following documents as applicable to their product category:
• NPN or DIN-HM licence certificate;
• CNF confirmation (personal care products);
• CFIA for Infant food and Formulas
• GMP facility
• Certificate(s) of Analysis (COA) from an accredited laboratory (Optional);
• Safety Data Sheets (SDS) where applicable;
• Proof of Canadian business registration;
• Any certifications claimed in product listings (e.g., organic, non-GMO, gluten-free) with valid third-party certification documentation.

3.3  Ongoing Compliance

• Sellers must immediately notify MilliKare at compliance@millikare.com upon expiry, suspension, or revocation of any product licence, certification, or approval.
• Sellers must immediately notify MilliKare of any product recall, Health Canada advisory, or safety concern relating to any listed product.
• MilliKare may remove any product from the Platform at any time without prior notice if compliance concerns arise, without liability to the Seller.
• Sellers bear sole responsibility for maintaining ongoing regulatory compliance. MilliKare’s initial verification does not absolve Sellers of continuing compliance obligations.
• Providing false, fabricated, expired, or altered compliance documentation is a material breach of this Agreement and may result in immediate termination, forfeiture of any held funds, civil liability, and referral to Health Canada and other regulatory authorities.

4.  Product Listings

• Sellers may only list products they legally own or are duly authorized to sell.
• All product listings must include accurate descriptions, clear images, complete ingredient lists, usage instructions, warnings, and all required regulatory information.
• Health and efficacy claims must be limited to those approved by Health Canada for the specific product licence. Unauthorized claims are strictly prohibited.
• Sellers must not list: counterfeit products; products without valid Canadian regulatory approval; products containing ingredients restricted or prohibited under Canadian law; products that misrepresent their organic, natural, or certification status.
• Sellers are solely responsible for pricing accuracy, including applicable taxes and duties.
• MilliKare may edit, remove, or decline to publish any listing at its sole discretion without liability.

5.  Fees and Payments

Sellers agree to pay all applicable fees as set out in the current Seller Fees & Platform Regulations. Key terms include:

• A one-time, non-refundable Listing Fee of $1.99 CAD per product;
• Transaction commissions deducted from each completed sale at the applicable rate for the Seller’s subscription plan and product category;
• Monthly or annual subscription fees for Growth and Premium plans as applicable;
• MilliKare may withhold, offset, or delay payment to Sellers where disputes, chargebacks, returns, or compliance investigations are pending;
• MilliKare may amend the fee schedule with 30 days’ written notice. Continued use of the Platform constitutes acceptance of revised fees;
• Sellers are solely responsible for all tax obligations arising from their sales, including GST/HST and provincial sales taxes. MilliKare may collect and remit taxes on behalf of Sellers as required by applicable law and as disclosed in the platform tax settings.

6.  Order Fulfilment

• Sellers must fulfil orders within the processing timeframe stated in their product listing, and in any event within 2 business days of order confirmation.
• Sellers must provide valid tracking information for all shipped orders.
• Sellers are responsible for all packaging, labelling, and shipping in compliance with carrier requirements and applicable law.
• Sellers must comply fully with MilliKare’s Shipping Policy.
• Chronic or repeated fulfilment failures may result in account suspension, commission adjustments, or termination at MilliKare’s sole discretion.

7.  Returns, Refunds, and Cancellations

• Sellers must comply with MilliKare’s Return & Refund Policy at all times.
• Sellers must process valid refund requests promptly and in accordance with platform timelines.
• Where a Seller fails to issue a refund within the required period, MilliKare may issue the refund on the Seller’s behalf and deduct the amount from Seller proceeds.
• Refunds resulting from product non-compliance, regulatory issues, or false representations shall be borne entirely by the Seller.

8.  Seller Representations and Warranties

The Seller represents, warrants, and covenants to MilliKare that:

• It has the legal authority to enter into this Agreement and to sell the products listed;
• All products comply with all applicable Canadian and international laws and regulations;
• All compliance documentation provided is genuine, current, and unaltered;
• No product listed infringes any third-party intellectual property right;
• The Seller will not engage in any conduct that could expose MilliKare to legal, regulatory, or reputational liability.

9.  Prohibited Conduct

Sellers shall not:

• Forge, alter, or misrepresent any certification, licence, or regulatory approval;
• Manipulate reviews, ratings, or platform metrics;
• Contact Buyers outside the platform to circumvent MilliKare’s fee structure;
• Offer or accept payment outside of MilliKare’s payment system for Platform transactions;
• List products on behalf of third parties without written authorization and disclosure to MilliKare.

10.  Intellectual Property Grant

By listing products on MilliKare, the Seller grants MilliKare a worldwide, royalty-free, non-exclusive, perpetual, and sublicensable licence to use, display, reproduce, translate, adapt, and distribute all Seller-submitted content (including images, descriptions, branding, and certifications) for the purpose of operating, promoting, and marketing the Platform. This licence survives termination for legacy archiving and legal record-keeping purposes.

11.  Indemnification

The Seller agrees to indemnify, defend (upon MilliKare’s request), and hold harmless MilliKare and all MilliKare Indemnified Parties from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• The Seller’s products, listings, claims, or product liability;
• Any personal injury, property damage, or adverse health event caused by the Seller’s products;
• The Seller’s violation of this Agreement, applicable law, or any third-party right;
• False or misleading compliance documentation or product information;
• Any regulatory investigation, recall, or enforcement action relating to the Seller’s products;
• Any failure by the Seller to fulfil orders, process refunds, or comply with platform policies.

This indemnification obligation is unconditional and survives termination of this Agreement.

12.  Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MILLIKARE’S AGGREGATE LIABILITY TO THE SELLER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID BY MILLIKARE TO THE SELLER IN THE THREE (3) MONTHS PRECEDING THE CLAIM. MILLIKARE SHALL HAVE NO LIABILITY FOR PRODUCT RECALLS, REGULATORY ACTIONS, LOSS OF SALES, OR REPUTATIONAL DAMAGE ARISING FROM A SELLER’S OWN NON-COMPLIANCE OR BREACH.

13.  Termination and Suspension

MilliKare may immediately suspend or terminate a Seller’s account without prior notice for:

• Any material breach of this Agreement or incorporated policies;
• Submission of false compliance documentation;
• Regulatory action, recall, or government investigation involving the Seller’s products;
• Non-payment of fees or repeated chargebacks;
• Any conduct that, in MilliKare’s sole judgment, exposes MilliKare to legal or reputational risk.

Upon termination: (a) all pending orders must be fulfilled or refunded by the Seller; (b) MilliKare may withhold funds for 90 days post-termination to cover pending disputes, chargebacks, or claims; (c) MilliKare may retain Seller data as required by law.

14.  Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the Province of Ontario and applicable federal Canadian law. All disputes shall be resolved by binding arbitration as set out in the MilliKare Terms of Service, which are incorporated herein by reference.

15.  Entire Agreement

This Agreement, together with the MilliKare Terms of Service and all incorporated policies, constitutes the agreement between MilliKare and the Seller with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements.

Millikare may update this Agreement or its policies at any time. Continued use of the platform constitutes acceptance of such changes.

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Acknowledgment:

By registering as a Seller on Millikare, you acknowledge that you have read, understood, and agreed to this Seller Agreement.