Effective Date: September 7, 2026

These Marketplace Vendor Terms (“Vendor Terms”) apply to persons and businesses that register, list, advertise, or sell products as vendors through the Wheeley Enterprises marketplace at https://www.wheeleyenterprises.com.

By applying for or operating a vendor account, you agree to these Vendor Terms as well as the Wheeley Enterprises Terms & Conditions, Privacy Policy, Refund & Return Policy, Shipping Policy, and other marketplace rules made available to vendors.

1. Marketplace Operator

The marketplace is operated by:

Wheeley Enterprises
Massachusetts, USA
Email: inquiries@wheeleyenterprises.com

2. Independent Vendors

Marketplace vendors operate as independent sellers.

Nothing in these Vendor Terms creates an employment relationship, partnership, franchise, joint venture, or agency relationship between Wheeley Enterprises and a vendor.

Vendors are responsible for their own business activities, products, taxes, licenses, permits, regulatory obligations, employees, contractors, and business expenses.

3. Vendor Eligibility

A vendor must:

• Be legally capable of entering into a binding agreement
• Provide truthful and accurate registration information
• Have authority to sell the products listed
• Maintain accurate contact and payment information
• Obtain any licenses or permits required for the vendor’s business
• Comply with applicable federal, state, local, and international laws

Wheeley Enterprises may request reasonable information or documentation necessary to verify vendor identity, business status, product legitimacy, payment information, or marketplace compliance.

4. Vendor Approval

Submitting a vendor application does not guarantee approval.

Wheeley Enterprises may approve, reject, suspend, restrict, or terminate vendor accounts based on reasonable marketplace considerations including security, product suitability, compliance history, customer experience, or suspected fraud.

5. Product Listings

Vendors are responsible for ensuring that every product listing is accurate.

Listings must accurately describe:

• The product
• Product condition
• Price
• Available quantity
• Material features
• Sizes or variations
• Shipping or processing requirements
• Applicable warranties
• Restrictions or special conditions
• Any legally required warnings or disclosures

Photographs must reasonably represent the actual product offered for sale.

Vendors may not intentionally use misleading titles, descriptions, photographs, pricing, availability claims, or product specifications.

6. Product Safety and Legality

Vendors may list only products that they are legally permitted to sell.

Products must comply with applicable safety, labeling, testing, import, intellectual property, consumer protection, and other regulatory requirements.

Wheeley Enterprises may prohibit or remove products including, but not limited to:

• Illegal products
• Stolen goods
• Counterfeit or unauthorized replica goods
• Recalled products
• Products known to present an unreasonable safety risk
• Products infringing intellectual property rights
• Products prohibited by payment processors
• Products restricted by applicable law or marketplace policy
• Products containing materially false or misleading claims

Wheeley Enterprises may establish additional prohibited-product categories as the marketplace develops.

7. Inventory

Vendors must make reasonable efforts to maintain accurate inventory information.

A vendor should not knowingly accept orders for products that cannot reasonably be fulfilled.

If inventory becomes unavailable after an order is placed, the vendor must promptly notify Wheeley Enterprises and the customer as appropriate so that cancellation, substitution where agreed, or refund procedures can be completed.

8. Pricing

Vendors determine their own lawful product prices unless otherwise agreed.

Prices must not be misleading.

A vendor may not:

• Falsely inflate a reference price to create a misleading discount
• Add undisclosed mandatory fees after purchase
• Misrepresent shipping charges
• Manipulate prices for fraudulent purposes

Applicable marketplace commissions or fees are separate from the customer-facing product price unless otherwise stated.

9. Marketplace Fees and Commissions

Wheeley Enterprises may charge commissions, transaction fees, subscription fees, listing fees, withdrawal fees, or other vendor fees.

The applicable fees will be disclosed through the vendor registration process, vendor dashboard, fee schedule, or other marketplace notice.

By completing a transaction, the vendor authorizes Wheeley Enterprises and its payment providers to deduct applicable commissions, refunds, chargebacks, fees, or other amounts properly owed from vendor proceeds where technically supported.

Fee structures may be changed prospectively with reasonable notice.

10. Vendor Payments

Vendor proceeds will be made available according to the payout or withdrawal schedule displayed in the vendor dashboard or otherwise communicated to vendors.

Payments may be subject to:

• Applicable marketplace commissions
• Refunds
• Chargebacks
• Payment processing costs
• Taxes or withholding where required
• Reserves reasonably necessary to address pending disputes or suspected fraud
• Other previously disclosed marketplace fees

A vendor is responsible for providing accurate payout information.

Wheeley Enterprises is not responsible for delays caused by incorrect payment information provided by a vendor or by circumstances within a third-party payment processor’s control.

11. Payment Processors

Transactions may use third-party payment processors such as PayPal and Stripe.

Vendors must comply with applicable payment-processor requirements.

A payment processor may independently hold, delay, reverse, reject, or investigate a transaction under its own policies.

12. Order Fulfillment

Vendors are responsible for promptly and accurately fulfilling orders for their products unless Wheeley Enterprises expressly agrees to perform fulfillment.

Vendors must:

• Ship the correct product
• Use reasonable packaging
• Ship within the promised processing timeframe
• Provide accurate shipping information where available
• Notify Wheeley Enterprises promptly of material delays
• Respond to order-related inquiries within a reasonable time

If no shipping timeframe has been advertised, vendors must comply with all applicable legal shipment deadlines.

13. Shipping Delays

A vendor who becomes unable to ship an order within the promised timeframe must promptly report the delay.

The customer must receive any delay notification, cancellation opportunity, or refund required by applicable law.

Vendors may not mark an order as shipped before it has actually been tendered to the carrier.

14. Returns and Refunds

All vendors must comply with the Wheeley Enterprises Refund & Return Policy.

A vendor may offer customers more generous return rights but may not reduce the protections established by the marketplace-wide policy or applicable law.

Vendors are responsible for refunds, replacements, return shipping, or other costs attributable to:

• Defective products
• Damaged products where the vendor is responsible
• Incorrect products
• Materially inaccurate listings
• Missing components
• Other vendor errors

Wheeley Enterprises may issue or authorize a customer refund where reasonably necessary to enforce marketplace policies or applicable law.

Where a refund results from vendor error or vendor responsibility, the amount may be deducted from vendor proceeds where permitted.

15. Customer Communications

Vendors may use customer information only for legitimate purposes associated with the marketplace transaction, including:

• Order fulfillment
• Shipping
• Returns
• Customer service
• Legally required notices

A vendor may not use customer information obtained through Wheeley Enterprises for unrelated marketing, resale, unauthorized profiling, spam, or other purposes without a lawful basis and any required customer consent.

16. Privacy and Data Security

Vendors must protect personal information received through the marketplace.

Vendors must:

• Access only information reasonably necessary for their transactions
• Maintain appropriate safeguards
• Avoid unnecessary copies of customer information
• Restrict access to authorized persons
• Notify Wheeley Enterprises promptly of suspected unauthorized access, disclosure, or loss involving marketplace customer information

Customer information may not be sold or transferred to unrelated third parties except where legally permitted and necessary to perform the transaction.

17. Customer Service

Vendors are expected to provide professional and timely customer service.

Vendors must make reasonable efforts to resolve legitimate customer issues involving:

• Missing deliveries
• Damaged products
• Defective products
• Incorrect orders
• Returns
• Refunds
• Product questions

Wheeley Enterprises may intervene when necessary to protect the customer experience or enforce marketplace rules.

18. Taxes

Vendors are responsible for understanding their own tax obligations.

Wheeley Enterprises may calculate, collect, report, remit, or withhold taxes when required by applicable law or marketplace-facilitator rules.

Nothing in these Vendor Terms constitutes tax advice.

Vendors remain responsible for taxes, registrations, filings, licenses, or reporting obligations that are legally assigned to them.

19. Intellectual Property

Vendors represent that they own or have sufficient rights to use all photographs, trademarks, descriptions, graphics, designs, and other content included in their listings.

Vendors may not offer counterfeit goods or knowingly infringe third-party copyrights, trademarks, patents, publicity rights, or other intellectual property rights.

By submitting listing content, a vendor grants Wheeley Enterprises a non-exclusive, worldwide, royalty-free license to display, reproduce, format, promote, and distribute the content as reasonably necessary to operate and market the marketplace and the vendor’s products.

Ownership remains with the vendor or applicable rights holder.

20. Reviews

Vendors may not manipulate the review system.

Prohibited conduct includes:

• Purchasing or arranging fraudulent reviews
• Threatening customers over reviews
• Offering undisclosed compensation in exchange for favorable reviews
• Submitting reviews of the vendor’s own products while posing as an independent customer
• Attempting to suppress legitimate negative feedback through coercion

Vendors may respond professionally to customer reviews where the Website provides that functionality.

21. Off-Platform Transactions

Vendors may not intentionally use Wheeley Enterprises solely to identify customers and then direct those customers away from the marketplace to avoid properly disclosed commissions or fees relating to a transaction initiated through Wheeley Enterprises.

This does not prohibit a vendor from operating its own independent business or selling through other channels.

22. Chargebacks and Payment Disputes

Vendors must reasonably cooperate with requests for information necessary to respond to payment disputes or chargebacks.

Where a chargeback or payment reversal results from vendor error, non-fulfillment, fraudulent conduct, or violation of marketplace policy, Wheeley Enterprises may deduct the applicable amount and associated costs from vendor funds to the extent permitted by law and the applicable payment system.

23. Fraud and Abuse

Vendors may not:

• Create false orders
• Manipulate transactions
• Use stolen payment credentials
• Misrepresent shipment
• Falsify tracking information
• Operate multiple accounts to evade restrictions
• Abuse promotions or refund procedures
• Participate in money laundering or other unlawful financial activity

Suspected fraud may result in immediate account restriction while the matter is investigated.

24. Vendor Suspension or Termination

Wheeley Enterprises may suspend or terminate a vendor account for legitimate reasons including:

• Material or repeated policy violations
• Excessive unresolved customer complaints
• Fraud or suspected fraud
• Sale of prohibited products
• Intellectual property violations
• Repeated fulfillment failures
• Abuse of customers or marketplace staff
• Security concerns
• Legal or payment-processor requirements

When reasonably appropriate, Wheeley Enterprises may provide the vendor an opportunity to correct a problem before termination.

Serious safety, fraud, or legal issues may result in immediate action.

25. Effect of Termination

Termination does not eliminate obligations relating to transactions that occurred before termination.

The vendor remains responsible for applicable:

• Outstanding orders
• Refunds
• Returns
• Chargebacks
• Customer claims
• Fees
• Tax obligations
• Data-protection obligations

Wheeley Enterprises may retain transaction records as reasonably necessary for legal, accounting, fraud-prevention, or marketplace purposes.

26. Vendor Indemnification

To the fullest extent permitted by law, a vendor agrees to defend, indemnify, and hold Wheeley Enterprises harmless from third-party claims, damages, penalties, and reasonable costs arising from the vendor’s:

• Products
• Product listings
• Intellectual property violations
• Legal or regulatory violations
• Privacy violations
• Fraud
• Negligence
• Material breach of these Vendor Terms

This provision does not require a vendor to indemnify Wheeley Enterprises for conduct for which Wheeley Enterprises is legally responsible.

27. Limitation of Marketplace Liability

Wheeley Enterprises provides marketplace technology and administrative services to facilitate transactions involving independent vendors.

To the fullest extent allowed by law, Wheeley Enterprises is not responsible for losses caused solely by an independent vendor’s unlawful acts, inaccurate representations, products, or failure to perform.

Nothing in these Vendor Terms eliminates liability or rights that cannot legally be waived.

28. Changes to Vendor Terms

Wheeley Enterprises may update these Vendor Terms as the marketplace develops.

Material changes affecting vendor fees, responsibilities, or use of the marketplace will apply prospectively with notice as appropriate.

Continued marketplace use after an effective change constitutes acceptance to the extent permitted by law.

29. Governing Law

These Vendor Terms are governed by the laws applicable in the Commonwealth of Massachusetts and the United States, subject to any laws that cannot validly be excluded.

30. Severability

If any portion of these Vendor Terms is determined to be unenforceable, the remaining provisions will continue to apply to the fullest extent permitted by law.

31. Contact

Questions regarding vendor policies may be sent to:

Wheeley Enterprises
Massachusetts, USA
Email: inquiries@wheeleyenterprises.com
Website: https://www.wheeleyenterprises.com