BEADBOAT RELAY

Retail Fulfillment Program Agreement

This Beadboat Relay Retail Fulfillment Program Agreement (“Agreement”) is entered into between Beadboat1 (“Beadboat,” “we,” “us,” or “Supplier”) and the approved business participating in the Beadboat Relay program (“Retailer,” “you,” or “Applicant”).

Beadboat Relay is a private business-to-business retail fulfillment program that allows approved retailers to sell eligible Beadboat products through their own approved sales channels while Beadboat produces and fulfills qualifying orders directly to the Retailer’s customer. Participation is subject to application, review, and approval. Submitting an application does not guarantee approval.

1. Application and Approval

All Beadboat Relay applications must be submitted through the Beadboat OrderLink portal and identified as Program Applied For: BEADBOAT RELAY. Beadboat reserves the right to approve or decline any application at its sole discretion. Approval for Beadboat wholesale, Beadboat PRO, Faire, or another Beadboat program does not automatically grant Beadboat Relay access.

Beadboat may request business name and contact information, website or online store, EIN or business identification, sales tax permit or resale certificate, sales channels, business history, estimated sales volume, and other information reasonably required to evaluate the account. Beadboat may revoke or suspend approval if the Retailer fails to comply with this Agreement.

2. Beadboat Relay Program

Approved Retailers may submit eligible customer orders to Beadboat for direct fulfillment. The Retailer remains the seller to its customer. Beadboat acts as supplier and fulfillment provider to the Retailer and does not become the Retailer’s customer-service department, employee, agent, franchise partner, or representative. The Retailer is solely responsible for its relationship with its end customer except for verified manufacturing or fulfillment errors directly caused by Beadboat.

3. Shopify and OrderLink Access

A customer-facing link or page labeled Beadboat Relay may direct applicants to OrderLink. Applicants must be identified as applying specifically for Beadboat Relay. Retailers may not access private Relay pricing or catalog information until approved.

4. Private Catalog and Pricing

Beadboat Relay may operate through a separate, private, or hidden catalog. Relay pricing may differ from retail, regular wholesale, Beadboat PRO, Beadboat Studio, Faire, marketplace, and custom manufacturing pricing. Relay pricing is confidential. Retailers may not disclose, republish, distribute, resell, or provide unauthorized access to Relay pricing or private catalog information. Beadboat may change pricing, products, fees, or catalog availability at any time.

5. Retail Pricing

Unless specifically agreed in writing, the Retailer determines its own resale pricing. MSRP or suggested retail pricing is a recommendation unless expressly stated otherwise. The Retailer is responsible for sufficient margin to cover product costs, shipping, fulfillment fees, payment processing, returns required by its own policies, chargebacks, marketplace fees, advertising, taxes, and customer-service expenses.

6. Product Availability

Only products made available through Relay are eligible; products on other Beadboat channels are not automatically included. Beadboat may add, remove, discontinue, limit, or temporarily suspend any product at any time. Many products are made to order. Typical processing may be approximately 1–4 business days but is not guaranteed and may vary with order volume, product type, quantity, materials, manufacturing requirements, equipment availability, holidays, or other production circumstances.

7. All Orders Are Final — Absolutely No Cancellations, Returns, or Exchanges

ALL BEADBOAT RELAY ORDERS ARE FINAL ONCE SUBMITTED. Once an order has been submitted and payment completed, it cannot be canceled, returned, exchanged, modified, refunded, reversed, or credited because of customer cancellation. Production and fulfillment may begin immediately. There is no cancellation window. The Retailer must review all order information before submission.

8. Customer Cancellations

If the Retailer’s customer cancels after the order has been submitted to Beadboat, the Retailer assumes full responsibility for the order, including product cost, shipping, fulfillment fees, processing fees, and other applicable charges. Customer cancellation does not cancel the Retailer’s purchase and does not obligate Beadboat to refund, cancel production, accept a return, exchange, issue credit, or absorb the loss. The Retailer may keep, resell, or otherwise handle the merchandise at its discretion.

9. Customer Returns and Refunds

The Retailer establishes and enforces its own customer-facing return and refund policies. A refund chosen or required by a marketplace, payment processor, credit card company, or another platform does not obligate Beadboat to refund the Retailer. Beadboat will not accept a return solely for change of mind, an incorrect item, size, material or finish selection, a Retailer listing error, a customer no longer wanting the product, or a more generous Retailer return policy.

10. Chargebacks and Payment Disputes

The Retailer handles fraud screening and its customer payment disputes. Customer chargebacks do not cancel the Retailer’s obligations. Beadboat is not responsible for customer fraud, unauthorized purchases through the Retailer’s store, chargebacks, processor disputes, marketplace refunds, friendly fraud, or dissatisfaction unrelated to a verified Beadboat defect. The Retailer remains financially responsible for submitted orders regardless of whether it receives customer payment.

11. Order Accuracy

The Retailer must accurately supply customer name, shipping address, product, quantity, material, finish, variation, shipping method, and other required information. Beadboat is not responsible for errors from inaccurate Retailer information. Orders sent to an incorrect address supplied by the Retailer are not eligible for refund or credit.

12. Precious Metal and Jewelry Material Knowledge

Relay is a professional business-to-business program. The Retailer represents that it possesses, or will obtain before selling, a general working understanding of jewelry materials and precious-metal products, including their properties, care, limitations, and expected wear. Where applicable, this includes gold-filled, sterling silver, stainless steel, PVD finishes, plated metals, gold, precious-metal alloys, gemstones, pearls, shell, natural materials, chains, and components.

13. Basic Material Knowledge Requirements

The Retailer understands that gold-filled is not solid gold; gold-filled, plated, PVD, stainless steel, sterling silver, and solid gold are materially different; sterling can oxidize and tarnish; precious metals can scratch, dull, or develop patina; plating and finishes can wear; chemicals, sweat, body chemistry, perfumes, lotions, chlorine, salt water, cleaners, sulfur, and environmental exposure can affect appearance; natural gemstones and pearls vary; and handmade or made-to-order items may have reasonable manufacturing variation. Retailers must understand these characteristics before selling or representing products.

14. Tarnishing, Oxidation, and Material-Related Changes

Beadboat does not issue refunds, returns, exchanges, replacements, or credits for tarnishing, oxidation, discoloration, patina, finish wear, or appearance changes resulting from the nature of the material or ordinary use.

This includes sterling tarnishing or oxidation, scratching, patina, finish, plating or PVD wear, dulling, environmental discoloration, moisture, sweat, body chemistry, perfume, lotion, cosmetics, chlorine, salt water, household chemicals, jewelry cleaners, improper storage, and improper maintenance. These material-related or wear-related characteristics are not manufacturing defects.

15. Manufacturing Defects

Remedies are available only for a verified manufacturing defect or fulfillment error directly caused by Beadboat. The Retailer must supply photographs, order information, and other reasonably requested documentation. Beadboat determines whether the claim qualifies. For a verified manufacturing defect, Beadboat may at its sole discretion issue account credit, replace or repair the affected item, or provide another reasonable remedy. Cash refunds are not automatic. Account credit is the preferred remedy unless Beadboat determines otherwise. Normal material behavior is not a manufacturing defect.

16. Retailer Duty to Educate Customers

The Retailer must accurately describe products and supply reasonable care and material information. It may not rely on Beadboat to educate or communicate directly with its customers. Questions must be clarified with Beadboat before making customer representations. Lack of material knowledge does not create a refund, return, exchange, replacement, or credit obligation.

17. Prohibited Product Claims

Without Beadboat’s written authorization for the particular product, Retailers may not claim products are tarnish-proof, scratch-proof, permanently colorfast, lifetime guaranteed, indestructible, maintenance-free, allergy-free, hypoallergenic, waterproof without qualification, or guaranteed to retain an appearance indefinitely. Additional promises or warranties are the Retailer’s responsibility and do not bind Beadboat.

18. Customer Sensitivities

Individual reactions to metals, alloys, coatings, finishes, adhesives, gemstones, and other jewelry materials vary. The Retailer must accurately communicate available material information. Beadboat does not guarantee suitability for every person’s skin or sensitivity unless it expressly states so in writing. Independent medical, allergy, or skin-sensitivity claims are the Retailer’s responsibility.

19. Shipping

The Retailer selects available shipping services and supplies correct shipping information. Carriers and methods may change; delivery times are estimates. Beadboat is not responsible for carrier delays after tender to the carrier except as required by law. Incorrect Retailer addresses, refusal, customer unavailability, carrier or weather delays, routing issues, theft after confirmed delivery, and packages delivered according to tracking are not Beadboat’s responsibility. The Retailer communicates shipping expectations.

20. Customer Service

The Retailer provides first-line customer service for order questions, refunds, complaints, shipping, product selection, expectations, payments, and marketplace disputes. Customers must not be instructed to contact Beadboat directly without Beadboat’s authorization.

21. Product Images and Content

Approved Retailers may use photographs, descriptions, measurements, and content supplied or authorized for Relay. Beadboat-created images, designs, catalogs, descriptions, branding, graphics, and proprietary materials remain Beadboat’s or the applicable rights holder’s property. Retailers may not claim ownership, resell catalog content, supply it to competitors, remove prohibited ownership notices, or use intellectual property beyond approved resale. Content authorization ends with participation unless otherwise agreed.

22. Brand Representation

Relay does not create a partnership, franchise, employment, agency, or joint venture. Retailers may not represent themselves as Beadboat or as authorized to bind Beadboat. They may accurately state that eligible products are supplied or manufactured by Beadboat where appropriate.

23. Sales Channels

Relay products may be sold only through legitimate retail channels approved or permitted by Beadboat, which may restrict particular marketplaces. Retailers may not resell access, share credentials or private catalogs with unauthorized businesses, create unauthorized sub-distributors, misrepresent themselves as Beadboat, or primarily supply another wholesaler without authorization.

24. Product Listing Accuracy

The Retailer must keep listings accurate and may not knowingly misrepresent material, size, finish, manufacturing origin, characteristics, care, warranty, or availability. It must update listings when Beadboat updates product information.

25. Inventory and Made-to-Order Products

Displayed inventory may represent manufacturing availability rather than finished stock. Items may be made only after submission. Beadboat may decline, delay, or cancel orders it cannot manufacture or fulfill. If Beadboat cancels for inability to fulfill, it may refund or credit that item. This exception does not apply to Retailer or customer cancellations.

26. Confidential Information

The Retailer must protect non-public information including Relay, wholesale and account pricing, private catalogs, supplier and manufacturing information, internal product information, business processes, discounts, and non-public launches. It may not provide this information to competitors or unauthorized third parties.

27. Taxes

The Retailer determines, collects, reports, and remits taxes on its sales and maintains legally required resale certificates, permits, and registrations. Beadboat may request updated documentation at any time.

28. Account Review, Suspension, and Termination

Beadboat reserves the right to suspend, terminate, or cancel the Retailer’s Beadboat Relay account and program access at any time, for any reason, at its sole discretion, subject to applicable law. Beadboat may also discontinue the program or any individual account at its discretion.

Reasons may include nonpayment, fraud, chargeback abuse, repeated order problems, misrepresentation, pricing disclosure, unauthorized catalog sharing, intellectual-property misuse, excessive complaints, abuse of personnel, breach, or conduct creating financial, legal, reputational, or operational risk. Cancellation does not eliminate existing orders, outstanding balances, confidentiality, intellectual-property obligations, payment obligations, or other surviving provisions.

29. Program Changes

Beadboat may modify the program, catalog, pricing, fees, shipping, eligibility, policies, or Agreement. Continued participation after notice of revised terms constitutes acceptance.

30. Limitation of Liability

To the fullest extent permitted by applicable law, Beadboat is not liable for indirect, incidental, special, consequential, punitive, or lost-profit damages. It is not responsible for losses from customer cancellations, returns or chargebacks, Retailer listing or order errors, marketplace enforcement, pricing, lost profits, advertising, customer-service decisions, normal wear, or material behavior. Except where prohibited by law, liability for an affected order does not exceed the amount paid to Beadboat for the affected product.

31. Indemnification

To the fullest extent permitted by law, the Retailer agrees to defend, indemnify, and hold Beadboat harmless from claims, damages, losses, costs, or expenses arising from its advertising, descriptions, promises, unauthorized warranties, refunds, chargebacks, sales practices, taxes, incorrect information, marketplace or legal violations, or breach. This does not apply to the extent a claim results directly from Beadboat’s own verified manufacturing defect or wrongful conduct.

32. Governing Law

Texas law governs, without regard to conflict-of-law principles. Disputes must be brought in a court of competent jurisdiction in Texas unless applicable law requires otherwise.

33. Entire Agreement

This Agreement and applicable Relay pricing, product terms, account-specific terms, and written policies constitute the agreement for Relay participation. Exceptions require Beadboat’s written approval.

34. Electronic Acceptance

By electronically signing and submitting the application, the Applicant confirms accurate information; authority to bind its business; approval is required; other program approval does not grant Relay access; orders are final; customer cancellations, refunds, and chargebacks remain the Retailer’s responsibility; it has or will obtain sufficient material knowledge; normal tarnishing, oxidation, wear, and material changes are not defects; remedies apply only to verified Beadboat manufacturing or fulfillment errors; and it agrees to comply with this Agreement.

Program Applied For: BEADBOAT RELAY