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THE EXPERT TRADE PROGRAM AGREEMENT

Effective: January 27, 2025


This Trade Program Agreement (this “Agreement”) sets forth the terms and conditions for the Trade Program offered by The Expert, Inc. (“The Expert”). This Agreement is incorporated into and made part of The Expert's Terms of Service available at https://www.theexpert.com/terms (the “Terms”). Capitalized terms used in this Agreement and not defined have the meanings given to them in the Terms. In the event of any conflict between the terms and conditions of this Agreement and the Terms, this Agreement shall control solely with respect to the Trade Program.

IMPORTANT -- PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement is a legally binding contract between The Expert and the individual, entity, company, business or organization that is applying for the Trade Program (an “Applicant”) or that has otherwise been approved by The Expert for the Trade Program and identified as the “Trade Member” on the account registered for such Trade Member. PLEASE NOTE, THIS AGREEMENT ALSO CONTAIN AN AGREEMENT TO ARBITRATE IN SECTION 13 WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION.

1. Acceptance of this Agreement. By submitting a Trade Program application, registering an account to participate in the Trade Program (an “Account”), clicking “I Accept” or otherwise indicating your acceptance to this Agreement, or participating in the Trade Program in any manner, you: (1) acknowledge that you have read, understand, and agree to be bound by this Agreement (including, The Expert Terms of Service and all of the terms and conditions specified or referenced below); (2) represent that you have the authority and have obtained all rights, permissions and authorizations to enter into the terms of this Agreement on behalf of the Applicant or Trade Member (as applicable) and to bind the Applicant or Trade Member to the terms of this Agreement; and (3) acknowledge and agree that the Applicant or Trade Member (as applicable) is entering into this Agreement with The Expert, Inc., a Delaware corporation. The terms “you” and “your” as used through this Agreement shall also refer to the Applicant and/or Trade Member, as applicable.

You further represent and warrant that: (a) your acceptance and execution of this Agreement and performance hereunder will not constitute a breach of any other agreement; and (b) you will comply with applicable laws, rules, regulations and guidelines in connection with your participation in the Trade Program.

IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR DO NOT HAVE THE REQUISITE AUTHORITY AS SET FORTH ABOVE, DO NOT ACCEPT THIS AGREEMENT.

2. Applications and Eligibility. Participation in the Trade Program is subject to The Expert's approval of each Applicant. Applicants must complete and submit The Expert's Trade Program application and provide all additional information requested by The Expert to be considered for approval to the Trade Program. By submitting an application, you represent, warrant and covenant that all information provided in the application is true, accurate, current, up to date, and complete. Upon approval of an Applicant by The Expert, such Applicant shall be deemed a “Trade Member” and eligible to participate in the Trade Program. If an Applicant is rejected, the Applicant shall not be eligible to participate in the Trade Program and this Agreement shall immediately and automatically terminate with respect to the Applicant. Any approvals and/or rejections of Applicants shall be at The Expert's sole discretion and decision.

3. Accounts

  1. Each Trade Member must register an Account under the name of the applicable individual, entity, company, business or organization that is the Trade Member (the “Trade Account”). Trade Members may authorize employees, contractors, agents and/or other representatives to register sub-Accounts as users under the Trade Account (collectively,“Team Members”).
  2. In registering a Trade Account and any sub-Accounts, Trade Member agrees to, and shall ensure that its Team Members, provide and maintain account registration information, which may include, name, location, business license or registration, e-mail address or other contact information, and billing information, that is true, accurate, current, up to date, and complete.
  3. Trade Member is solely responsible for any activity originating from the Trade Account, including, without limitation, any access of the Trade Account by Team Members and/or sub-Accounts created by Team Members under the Trade Account, regardless of whether such activity is authorized by Trade Member. Trade Member agrees to notify The Expert immediately of any unauthorized use of or access to the Trade Account or any Team Member's sub-Account.
  4. Trade Member and Team Members may not share their Accounts, any login credentials or passwords for such Accounts, or any benefits under the Trade Program with any other individual, business, entity, firm or other third party, unless otherwise expressly pre-approved by The Expert in writing. Trade Member acknowledges that sharing of any such rights is strictly prohibited. Trade Member's right to participate in the Trade Program is personal to Trade Member and not assignable or transferable. Trade Member may not assign or transfer the Trade Account or any sub-Account registered to a specific Team Member, with any other individual, business, entity, firm or other third party, unless otherwise expressly pre-approved by The Expert in writing.

4. Account Administration & Responsibility

  1. The Team Member that sets up the Trade Account during registration shall be designated as the primary user under the Trade Account (the “Primary User”) to administer and manage the Trade Account, which includes, without limitation, the right to invite other Team Members to register sub-Accounts and participate in the Trade Program under the Trade Account on behalf of the Trade Member. The Primary User may be changed to another Team Member by submitting a request to The Expert via email at: trade@theexpert.com, in which case such new Team Member shall be deemed the Primary User.
  2. Trade Member acknowledges and agrees that Customer is solely responsible and liable for its Primary User(s)' management and administration of the Trade Account, including, but not limited to, the inviting Team Members to register sub-Accounts and participate in the Trade Program under the Trade Account.
  3. Trade Member agrees that it shall not permit any person, individual, or third party, other than Team Members to participate in the Trade Program, and shall ensure that Team Members comply with the terms of this Agreement at all times.
  4. Trade Member shall be responsible for its Team Members' compliance with the terms and conditions of this Agreement and The Expert Terms of Service, and any noncompliance with any of the terms and conditions set forth herein or in The Expert Terms of Service by any Team Member shall be deemed a breach of this Agreement and/or The Expert Terms of Service (as applicable) by Trade Member.

5. Trade Program Benefits

  1. Trade Program Perks
    1. Trade Members will be eligible to receive the Trade Program benefits and perks (the “Trade Perks”) based on the Trade Member's then-current status tier (“Status Tier”). The current Trade Perks, Status Tiers, and additional information regarding the Trade Perks and Status Tiers are available on our Trade Perks Page. Restrictions apply as identified herein and as communicated in any Trade Program materials, including, but not limited to, the Trade Perks Page.
    2. Except as otherwise stated, Trade Perks must be used in the calendar year in which they are awarded, and any unused Trade Perks will be forfeited at the end of each calendar year.
    3. At the beginning of each calendar year, a Trade Member's Trade Perks will be renewed based on their Status Tier at the end of the last year. If a Trade Member unlocks higher Status Tier, it will be entitled only to the Trade Perks associated with the Trade Member's new Status Tier. If any Trade Perks were used while at the Trade Member's previous Status Tier, those Trade Perks will be subtracted from the new Status Tier Trade Perks.
    4. Trade Perks (including, but not limited to any Trade Member discounts and/or Trade Notes described herein) are non-negotiable, have no cash value, cannot be exchanged for cash or credit, nor shall any substitutions or partial acceptance be permitted. Trade Perks may not be purchased or sold, and do not constitute property. Trade Members have no ownership interest in Trade Perks. The use of the word "earn" or any similar language in the Trade Program materials or this Agreement does not imply that Trade Perks have any value prior to redemption. Any receipt or use of Trade Perks in violation of this Agreement, will render such Trade Perks void.
    5. Trade Perks described in the Trade Perks Page are provided, offered and developed and delivered at the sole discretion of The Expert, and are not guaranteed. Certain Trade Perks may require a purchase or an additional expense and/or be subject to additional terms, conditions, rules, policies or requirements.
  2. Status Tiers
    1. Status Tiers are unlocked based on the net balance of purchases made under the Trade Account or a Team Member's sub-Account through The Expert Marketplace or a Trade Vendor (“Net Spend”). Net Spend is the purchase amount after deducting amounts for returns, adjustments, shipping & handling fees and costs, discounts, credits, taxes, and any amounts redeemed in Trade Notes (defined below), gift cards or other credits for such purchase. For clarity, a Trade Member's Net Spend will be based on eligible purchases made by the Trade Member and its Team Members under the Trade Account and associated sub-Accounts, and not on an individual Account basis.
    2. At the beginning of each calendar year, the Trade Member's Net Spend will be reset to zero, provided that, their Status Tier at the end of the year prior to the reset will be retained as their minimum Status Tier through the new calendar year. Trade Members can maintain their current Status Tier or unlock a higher Status Tier by meeting the applicable minimum Net Spend for their current or such higher Status Tier during the new calendar year.
    3. If a Trade Member does not meet the minimum Net Spend for their current Status Tier or a higher Status Tier at the end of such calendar year, for the next year, the Trade Member will receive the applicable Status Tier for their actual Net Spend.
  3. Trade Member Discount
    1. Eligible Trade Members will receive the applicable discount displayed on the Product page on full-price Products available through The Expert Marketplace or a Trade Vendor at the then-published retail price.
    2. The discounts will be displayed in the Marketplace for Trade Members and Team Members logged into their Account. Trade Members and their Team Members must be signed into their Accounts to receive the discount on purchases.
    3. The discount is not applicable to purchases made prior to enrollment in the Trade Program or purchases of gift cards (electronic, physical, or otherwise), services, shipping and handling, taxes or other fees, and non-merchandise charges. Certain Products may be excluded or exempt from the discount. The discount may not be combined with any other offers, coupons or promotions, and cannot be applied to reduced price, sale, closeout or clearance merchandise.
    4. The discount is to be used for business purposes only. Using the discount for personal purchases is a violation of this Agreement.
  4. Trade Notes
    1. Trade Members will be eligible to receive a $350 note for each $25,000 in Net Spend on eligible purchases made by the Trade Member and Team Members in a calendar year (each, a “Trade Note”). For clarity, a Trade Member's Net Spend will be based on eligible purchases made by the Trade Member and its Team Members under the Trade Account and associated sub-Accounts, and not on an individual Account basis. Net Spend for Trade Notes shall be reset to zero at the beginning of each year.
    2. Subject to the terms and conditions of this Agreement, The Expert will issue each Trade Note earned under the Trade Account to the Primary User of the Trade Account, and not to any individual Team Member. Trade Members may use the Trade Note on eligible purchases made through the Marketplace or a Trade Vendor. Trade Notes are not transferable from the Trade Account, including, but not limited to, any Team Member.
    3. Trade Notes shall expire one (1) year from the date the Trade Note is posted to the Trade Account. Notwithstanding the foregoing, Trade Notes shall automatically expire and be void upon termination of this Agreement for any reason.
    4. Trade Notes shall be applied at their full value against the purchase amount. Trade Notes may not be applied for a partial amount. If the total purchase amount is less than the Trade Note, the remaining balance of the Trade Note shall be forfeit and void. Trade Member is and shall be responsible for any federal, state and/or local taxes, and any other costs and expenses, if any, that may result from the receipt, redemption or use of any Trade Notes.
  5. Purchase and Payments Terms. For the avoidance of doubt, purchases under the Trade Program are subject to The Expert Terms of Service and Purchase Terms and Conditions in addition to this Agreement.
  6. Tax Exemptions. Subject to the terms and conditions of this Agreement, Trade Members that have valid reseller licenses and/or certificates (hereinafter, a “Reseller License”) are eligible to receive a sales tax exemption on Products purchased under the Trade Program. Trade Member must submit its valid Reseller License(s), including any renewals thereof, to The Expert after which the Trade Member will have a sales tax exemption status under the Trade Account. Trade Member is solely responsible for obtaining and maintaining valid Reseller Licenses.
  7. After submission of the Reseller License(s) to The Expert, Trade Member's sales tax exemption status will continue until the earlier to occur of: (i) the expiration date of the applicable Reseller License, and (ii) 3 years from the date the sale tax exemption status was granted by The Expert for the Reseller License. Trade Member must provide a new Reseller License, or resubmit its Reseller License, to maintain its sales tax exemption status.
  8. Notwithstanding the foregoing, The Expert reserves the right to require Trade Member to, and Trade Member shall upon such request, resubmit its Reseller License(s) at any time for any reason to maintain Trade Member's sales tax exemption status.
  9. Failure to provide updated Reseller License(s), or to resubmit Reseller License(s), whether upon expiration of Trade Member's sales tax exemption status or upon The Expert's request for resubmission, shall result in the suspension or termination of Trade Member's sales tax exemption status (until such Reseller License(s) are provided).
  10. The Trade Member must have an active sales tax exemption status at the time of purchase in order to receive a sales tax exemption. In addition, Trade Member must have a valid Reseller License in the State where the Product(s) will be shipped in order to receive the sales tax exemption on such Product(s).
  11. If you submit any Reseller License(s), you represent, warrant and covenant, at all times, that such Reseller License(s) are (i) valid under the State(s) in which such Reseller License(s) are issued, and (ii) accurate, true, complete and up to date. You agree to and shall indemnify, defend and hold harmless The Expert, its officers, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors from any and all penalties, fines, taxes, assessments, claims, damages, liabilities, losses, costs and expenses (including attorneys' reasonable fees) arising from or related to your breach of the foregoing, including, but not limited to, any invalid Reseller License submitted by you.

6. Changes. The Expert reserves the right to, and may, at any time and for any reason in its sole discretion, change, suspend or discontinue the Trade Program or any part thereof, including, but not limited to, requirements and information for applications to the Trade Program, the Trade Perks and terms and conditions for earning, eligibility, and/or availability of any Trade Perks. You acknowledge and agree that The Expert will not be liable to you, any Team Member, or any other any third party for any modification, suspension or discontinuance of the Trade Program or any part thereof.

7. Term; Termination

  1. This Agreement will remain in full force and effect until terminated in accordance with the provisions of this Agreement.
  2. Either party may terminate this Agreement upon written notice to the other. For termination notices from you to The Expert, please notify us at hello@theexpert.com; subject line: “Notice of Termination – Trade Program Agreement.” Notices to you will be sent to the email address registered under the Trade Account.
  3. Notwithstanding the anything to the contrary herein, in addition to any of The Expert's other rights or remedies, The Expert may immediately and without notice to you, terminate this Agreement, or suspend your Trade Account or the Account of any Team Member, if The Expert, in good faith, believes that you or any Team Member have violated or breached, this Agreement or The Expert Terms of Service, including any incorporated policies, guidelines, terms or rules herein or therein.
  4. Upon termination, your right to participate in the Trade Program shall immediately terminate, and you shall immediately cease, and ensure all Team Members cease, all participation in the Trade Program. All Trade Perks, including any Trade Notes posted prior to the effective date of termination, shall automatically expire and be void upon termination of this Agreement for any reason. The following Sections will survive any expiration or termination of this Agreement: 1, 3(a), 4(d), 6, 7(d), 8, 9, 10, 11, 12, 13 and 14.

8. Confidentiality. You acknowledge that the terms of this Agreement and any non-public information regarding the business of The Expert, and its products, and services shall be confidential (“Confidential Information”), and you agree that you will not disclose Confidential Information to any third party, other than Team Members.

9. Indemnity. You agree to and shall indemnify, defend and hold harmless The Expert, its officers, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors from any and all claims, actions, suits, demands, damages, liabilities, losses, costs and expenses (including attorneys' reasonable fees) arising from or related to: (a) your or any Team Member's violation of this Agreement (including, without limitation, any breach of your obligations, representations and warranties made in this Agreement); and/or (b) any claims brought by Team Members. The Expert will have sole control of the defense and any related settlement negotiations of such claims. You may participate and retain your own counsel at your expense.

10. Disclaimer. THE EXPERT MAKES NO WARRANTIES UNDER THIS AGREEMENT AND HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT. THE EXPERT MAKES, AND HAS MADE, NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES THAT THE TRADE PROGRAM OR ANY TRADE PERKS WILL BE UNINTERRUPTED OR ERROR-FREE OR MEET THE TRADE MEMEBR'S OR ANY TEAM MEMBER'S REQUIREMENTS. PARTICIPATION IN THE TRADE PROGRAM AND USE, RECEIPT OR REDEMPTION OF ANY TRADE PERKS BY TRADE MEMBER AND/OR ANY OF ITS TEAM MEMBERS AT THE SOLE AND ENTIRE RISK OF TRADE MEMBER AND ITS TEAM MEMBERS.

11. Limitation of Liability. IN NO EVENT WILL THE EXPERT BE LIABLE TO YOU OR ANY THIRD PARTY OR PERSON FOR ANY LOST PROFITS, LOST REVENUES OR LOSS OF BUSINESS ADVANTAGE, COST OF COVER, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE EXPERT'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES OR ALLEGED DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED TWENTY-FIVE DOLLARS (USD $25). THE LIMITATIONS SPECIFIED IN THIS PARAGRAPH SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12. Electronic Communications. You consent to receiving electronic communications from The Expert, including, without limitation, notices posted on our website and/or via email. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to your participation in the Trade Program and/or any Trade Perks. These electronic communications are part of your relationship with The Expert and you receive them as part of your participation in the Trade Program. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

13. Governing Law; Dispute Resolution

  1. Governing Law; Dispute Resolution. This Agreement shall be governed in all respects by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles. Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be determined and settled by arbitration in Manhattan, New York, pursuant to the rules then pertaining of the American Arbitration Association as such rules are then prevailing, provided that the arbitrator and the parties shall comply with the following: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction. You and The Expert will share equally the administrative costs of such arbitration proceedings.
  2. Venue; Exceptions to Arbitration. If the agreement to arbitrate is found not to apply your or our claim, you and The Expert agree that any judicial proceeding will be brought in the federal or state courts of New York, New York. Both you and The Expert consent to venue and personal jurisdiction there. Notwithstanding anything in this Agreement to the contrary to the extent you have in any manner violated or threatened to violate any of The Expert’s intellectual property rights, The Expert may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of New York, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and you hereby consent to the personal jurisdiction and exclusive venue in such courts

14. Modifications to this Agreement. The Expert reserves the right to update or modify this Agreement at any time. Except as otherwise set forth in this Agreement or as stated below with respect to material changes, all updates and modifications to this Agreement will be effective from the day they are posted online at Trade Program Agreement. If we make any material changes to this Agreement, we will provide you reasonable prior notice of such changes by sending a notification to the email address we have on file for you. Material changes to this Agreement will become effective on the date set forth in the notice. It is your responsibility to regularly visit and review this Agreement for updates, changes and modification. If you do not agree to any updates or modifications to this Agreement, simply terminate this Agreement. If you do not terminate this Agreement prior to the effective date of the revised Agreement, or you or any Team Member continues to participate in the Trade Program after the effective date of the revised Agreement, that will constitute your acceptance of the revised Agreement.

15. General. Your relationship with The Expert is that of an independent contractor and nothing in this Agreement is intended to, or shall be construed to, create a joint venture, partnership, agency, employment, or similar relationship between the parties. Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect. The Expert may freely assign this Agreement and/or any of its rights and obligations under this Agreement. Any waiver of any provision of this Agreement must be in writing and executed by both parties. The failure of either party to exercise any right provided for by this Agreement shall not be deemed a waiver of that right. Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from this Agreement and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in this Agreement. This Agreement is not intended to grant rights to anyone except you and The Expert, and this Agreement shall not create any third party beneficiary rights. This Agreement, and any other policies or terms and conditions referenced herein, constitutes the entire agreement between you and The Expert, and supersedes all prior oral or written agreements or communications, with regard to the subject matter described herein. Any notice to you may be provided by email. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” You agree that this Agreement will not be construed against The Expert by having drafted it. The official text of this Agreement (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that this Agreement be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of this Agreement, reference will be made only to this Agreement as written in English and not to any translation into another language.

QUESTIONS AND ADDITIONAL INFORMATION. Please feel free to contact us at hello@theexpert.com if you have any questions about this Agreement.