The Vendor Charter

The Market Square is a venue provided by the Town. The Town is not the seller, manufacturer, importer, distributor, or fulfiller of the Vendor’s wares, and is not a party to any contract formed between the Vendor and a patron.

The Vendor is, and at all times remains, an independent third-party merchant. Nothing in this Charter creates a partnership, joint venture, franchise, agency, employment, or fiduciary relationship between the Town and the Vendor.

The Vendor warrants and represents that they:

• are at least 18 years of age and have full legal capacity to contract;
• own, or hold valid license to, every good, name, mark, image, recording, and description listed in their storefront;
• are registered, licensed, insured, and tax-compliant as required by the jurisdiction(s) in which they operate and ship;
• will collect, remit, and report all applicable sales, use, value-added, excise, and income taxes themselves (see §6);
• will not list any good or service prohibited by §4 below or by applicable law.

The Town retains a standing five-percent (5%) facilitation levy (the “Towne Toll”) on the gross amount of every transaction completed on or through the platform, including storefront sales, ancillary fees passed to the patron, and any add-ons. The Towne Toll is the ordinary business revenue of Strength & Solidarity LLC for operating the platform and is retained from amounts otherwise payable to the Vendor.

The Vendor’s net payout equals the gross transaction amount minus (a) the Towne Toll, (b) any payment-processor fees passed through, and (c) any refunds or chargebacks attributable to that transaction. The Towne Toll is a private commercial charge — it is not a governmental tax or levy, customs or excise duty, donation, tithe, or charitable contribution.

A storefront in the Market Square requires a monthly storefront lease in addition to the Towne Toll described in §3. The lease tier (Stallkeeper, Shoppekeeper, or Guildhouse) is selected by the Vendor at application; current rates are published in the Market Square. The lease is the recurring rent for the storefront slot itself; the Towne Toll is the per-transaction levy taken from each completed sale. Both apply. Lease fees are non-refundable for any period in which the storefront was available to the Vendor, and the Town may adjust lease rates on the same thirty (30) days’ notice described in §14.

From time to time the Town awards select Citizens and office-holders a Membership Perk in the form of a modest discount (presently five-percent (5%) for office-bearing perks such as the Town Crier, and tiered 5% / 3% / 2% for Gold, Silver, and Bronze Guild Banner holders) applied at checkout across stores in the Market Square. These perks are discretionary community honors granted by the Town, not employment compensation, and may be adjusted, suspended, or revoked at the Town’s sole discretion.

The Vendor is held harmless from the cost of any Membership Perk. The Vendor’s list price, gross transaction amount, and net payout are calculated as though the patron had paid the full list price; the discount is absorbed by the Town out of its own Towne Toll at settlement. The Vendor is not asked to consent to, fund, or subsidize any Membership Perk, and no Membership Perk shall reduce the Vendor’s payout below the amount that would have been due had the perk not applied. Perks do not stack — where more than one would apply, only the highest rate is honored.

By signing this Charter, the Vendor acknowledges that the Town may extend such Membership Perks to Citizens and office-holders of the Town as a matter of community courtesy, and that doing so will not affect the Vendor’s posted prices, payout calculations, or contractual rights under this Charter.

The Vendor shall not list, sell, or fulfill through the Market Square:

• firearms, ammunition, explosives, or regulated weapon components;
• controlled substances, prescription-only items, cannabis and cannabis-derived products, kratom, nitrous oxide, or any product whose sale is restricted by federal, state, or local law in any jurisdiction the Vendor ships to;
• counterfeit, knock-off, or trademark-infringing goods; goods bearing another party’s mark, likeness, or copyrighted work without documented license;
• all age-restricted goods of every kind — including but not limited to alcohol, beer, wine, spirits, tobacco, cigars, vapor and e-cigarette products, nicotine pouches, hemp- or CBD-derived consumables, adult-only media, fireworks, and any other product whose sale to minors is restricted by federal, state, or local law. The Market Square does not permit age-gated commerce in any form at this time; no age verification workaround is offered or accepted;
• food, supplements, cosmetics, or topicals making medical, therapeutic, or disease-treatment claims;
• live animals, hazardous materials, human remains, used cosmetics or undergarments, or any item barred by the Vendor’s payment processor or shipping carrier;
• adult sexual content, gambling, lotteries, raffles, NFTs, securities, or any investment-bearing instrument;
• services that the Vendor is not licensed to perform in the patron’s jurisdiction (legal, medical, financial, immigration, etc.).

The Town may, at its sole discretion and without notice, add to this list or remove any listing that, in its judgment, falls within it.

Listings must be accurate, in English, and contain a true description, true photograph, and true price in U.S. dollars. The Vendor sets their own prices and shipping policies; the Town does not control or guarantee either.

The Vendor shall ship every paid order within their stated handling time, provide working tracking where the carrier supports it, and respond to patron inquiries within three (3) business days.

Refund, return, exchange, and chargeback handling is the Vendor’s sole responsibility. The Vendor’s policy must be clearly posted on the storefront and must, at minimum, comply with the consumer-protection laws of every jurisdiction the Vendor ships to.

The Vendor is solely responsible for determining, collecting, and remitting every tax owed on their sales — including sales, use, value-added, excise, and income taxes — in every jurisdiction in which they have nexus or obligation.

Where the Town is required by law to act as a marketplace facilitator and collect sales tax on the Vendor’s behalf, the Town will do so and will disclose this to the Vendor in writing in advance. Where the Town is required to issue a Form 1099-K or equivalent informational return, the Vendor agrees to provide complete and accurate taxpayer information (legal name, TIN/EIN, address) and to update it within thirty (30) days of any change.

The Vendor will defend, indemnify, and hold the Town harmless from any tax, penalty, or interest assessed against the Town as a result of the Vendor’s failure to meet its own tax obligations or to provide accurate taxpayer information.

The Vendor retains ownership of their trademarks, copyrights, and product designs. By listing a storefront, the Vendor grants the Town a non-exclusive, worldwide, royalty-free license to display the Vendor’s name, marks, listing copy, and product photography solely for the purpose of operating, marketing, and displaying the Market Square. This license terminates when the listing is removed, except as to copies retained in routine backups or as required by law.

The Town honors valid takedown notices under the Digital Millennium Copyright Act (17 U.S.C. § 512), the EU Digital Services Act, and equivalent regimes. The Town’s DMCA Designated Agent, registered with the U.S. Copyright Office pursuant to 17 U.S.C. § 512(c)(2), is Robin Lee Cooksey, c/o Strength & Solidarity LLC; valid takedown notices may be directed to the agent at the address published in the Terms of Use and on the Town’s DMCA page. The Vendor agrees to a repeat-infringer policy: a storefront with two (2) sustained infringement findings may be revoked.

Vendors selling physical goods, prepared food, cosmetics, topicals, or rendered services shall maintain commercial general liability insurance of no less than one million U.S. dollars ($1,000,000) per occurrence, with Strength & Solidarity LLC named as additional insured upon request. Proof of coverage shall be furnished within ten (10) business days of a written request from the Town.

The Vendor shall defend, indemnify, and hold harmless the Town, Strength & Solidarity LLC, and their officers, employees, contractors, and affiliates from and against any claim, demand, loss, liability, damage, regulatory action, fine, or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) the Vendor’s goods, services, listings, or conduct; (b) the Vendor’s breach of this Charter; (c) any claim that the Vendor’s goods, marks, or content infringe a third party’s rights; (d) the Vendor’s tax, licensing, or consumer-protection failures; or (e) any injury to a patron or third party caused by the Vendor’s goods or services.

The Town may, in its sole discretion and effective immediately, suspend or revoke a storefront for: breach of this Charter; fraud, deception, or unsafe conduct; sustained infringement or regulatory complaint; chargeback rate exceeding one percent (1%) of completed orders over any rolling 90-day period; or conduct that, in the Town’s judgment, brings the Market Square into disrepute.

On revocation, the Vendor’s listings come down and no new orders accept. The Vendor remains obligated to fulfill or refund every paid order placed before revocation. Funds held against pending refunds, chargebacks, or unfulfilled orders may be held by the Town or its processor for a reasonable reserve period (typically up to 90 days) before final settlement, less the Towne Toll and any documented losses.

A Vendor may close their storefront at any time on thirty (30) days’ written notice. Open orders must still be fulfilled.

Nothing in this Charter restricts, penalizes, conditions benefit on, or imposes fees or damages for honest consumer reviews, performance assessments, complaints, regulatory filings, or similar analysis of the Vendor, the Town, or the Market Square — consistent with the Consumer Review Fairness Act (15 U.S.C. § 45b) and similar laws. Knowingly false or defamatory speech remains addressable only through ordinary defamation law.

Statutory consumer rights — including chargeback rights, refund rights under applicable distance-selling and consumer-protection laws, and the right to contact regulators — are preserved in full. The Vendor agrees not to retaliate against any patron for exercising them.

The Town shares with the Vendor only the patron information necessary to fulfill an order (name, ship-to address, contact email, order contents). The Vendor is a separate data controller for that information and shall: use it solely to fulfill the order and meet legal recordkeeping duties; secure it with reasonable safeguards; not sell, rent, or share it; honor patron requests for access, correction, or deletion as required by GDPR, CCPA/CPRA, and similar laws; and notify the Town within forty-eight (48) hours of any confirmed breach involving patron data.

The Market Square is provided “as is” and “as available.” The Town makes no warranty as to sales volume, traffic, uptime, or revenue. To the maximum extent permitted by law, the Town’s aggregate liability to the Vendor under this Charter shall not exceed the greater of (a) the Towne Toll the Town retained from the Vendor’s transactions in the prior twelve (12) months, or (b) one hundred U.S. dollars ($100). Nothing in this section limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot be limited by law.

The Town may amend this Charter on thirty (30) days’ written notice to the Vendor’s registered email. If the Vendor objects, the Vendor may close the storefront under §10 before the change takes effect. Continued listing after the effective date constitutes acceptance.

This Charter is governed by the laws of the State of Oklahoma, where Strength & Solidarity LLC is organized, without regard to conflict-of-laws principles. Exclusive venue for any non-arbitrable dispute lies in the state and federal courts located in Oklahoma County, Oklahoma. Mandatory consumer-protection rights of non-U.S. vendors’ or patrons’ home jurisdictions are preserved where applicable law so requires.

Binding individual arbitration. Except for (a) claims that qualify for small-claims court and (b) claims for injunctive or equitable relief to protect intellectual property, any dispute arising out of or relating to this Charter shall be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Oklahoma County, Oklahoma. The Vendor and the Town each waive any right to participate in a class, collective, consolidated, or representative proceeding.

Small-claims carve-out. Either party may bring an individual action in small-claims court for any dispute within that court’s jurisdiction (in Oklahoma, generally claims up to $10,000), so long as the action remains in small-claims court and is brought only in an individual capacity.

30-day opt-out. A Vendor may opt out of this arbitration provision by sending written notice to legal@bellustowne.com within thirty (30) days of countersigning this Charter. The notice must identify the storefront and state clearly that the Vendor wishes to opt out of arbitration. Opting out will not affect any other provision of this Charter.

This Charter, together with the Terms of Use and the Town Charter, constitutes the entire agreement between the Town and the Vendor concerning the storefront, and supersedes any prior understanding. If any provision is held unenforceable, the remainder shall continue in full force.