Effective Date: August 5, 2025

Independent Vendor Agreement

This Independent Vendor Agreement (Agreement) is made between Ahịa, LLC, a Rhode Island limited liability company with an address of 700 NARRAGANSETT PARK DR STE 100, Pawtucket, Rhode Island 02861 (Ahịa, LLC) and any individual or entity that registers with and is authorized to sell goods and services on the Ahịa platform (Vendor).

Background

Ahịa, LLC and Vendor acknowledge the following.

Ahịa, LLC is in the business of a virtual online marketplace (Platform) for the sale of goods and services for independent merchants and vendors.

Ahịa, LLC and Vendor want to enter into an independent vendor relationship under which Vendor provides services for Ahịa, LLC.

The parties therefore agree as follows.

ARTICLE ONE: ENGAGEMENT OF VENDOR

Section 1.01 Engagement of Vendor

Ahịa, LLC engages Vendor on a non-exclusive basis to perform services relating to the business of Ahịa, LLC and its affiliates as requested by Ahịa, LLC from time to time during the Term, including the following services (Services):

Vendor will be responsible for the supplying, shipping, and tax associated with selling goods, including groceries, and advertisement of their services/business on the platform.

Vendor accepts this engagement. During the Term, Vendor shall devote the necessary time, energy, and abilities to perform the Services in a timely and productive manner. Vendor shall cooperate with Ahịa, LLC in any reasonable manner in connection with the Services.

Section 1.02 Time, Manner, and Means of Work Conduct

Vendor will decide when, where, and the manner and means by which Vendor will conduct the activities required to perform the Services. Vendor will perform the Services at such times as are convenient to Vendor. Vendor must remain reasonably available to render the Services.

Section 1.03 Other Business Activities

Vendor may be engaged or employed in any other business, trade, profession, or other activity that does not place Vendor in a conflict of interest with Ahịa, LLC.

Section 1.04 Goods, Supplies, Equipment, and Services

Vendor shall supply, at Vendor’s sole expense, all equipment, tools, materials, goods and supplies required to perform the Services that the Vendors advertises and proports on the platform.

Section 1.05 Vendor’s Employees and Sub-vendors

Any persons employed or engaged by Vendor to perform the Services are Vendor’s employees or sub-vendors. Any employee or sub-vendor engaged by Vendor to perform the Services must be qualified to perform the assigned duties. Vendor shall provide any required training. Vendor is solely responsible for paying its employees and sub-vendors. Vendor is fully responsible for its employees and sub-vendors and shall indemnify Ahịa, LLC against any claims made by them or on their behalf.

Section 1.06 No Employer-Employee Relationship

Nothing in this Agreement creates an employer-employee, joint-venture, or partnership relationship between Ahịa, LLC and Vendor. Vendor may not take any position contrary to Vendor’s status as an independent vendor. Vendor has no authority to act as an agent of Ahịa, LLC or for or on behalf of Ahịa, LLC in any capacity whatsoever or to assume or create any obligation of any kind—express or implied—on behalf of Ahịa, LLC. Vendor accepts the responsibility placed on an independent vendor by federal and state laws and regulations and other applicable rules and regulations. Vendor shall provide evidence to Ahịa, LLC of fulfillment of those laws, rules, and regulations if requested.

Section 1.07 Ahịa, LLC Benefits and Obligations

Vendor is not eligible to participate in any workers’ compensation, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or in any other fringe benefits or benefit plans Ahịa, LLC offers to its employees. Ahịa, LLC is not responsible for withholding or paying any income, payroll, Social Security or other federal, state, or local taxes; making any insurance contributions, including unemployment or disability; or obtaining workers’ compensation insurance on Vendor’s behalf. Vendor is responsible for, and shall indemnify Ahịa, LLC against, all such taxes or contributions, including penalties and interest.

Section 1.08 Indemnification

Vendor shall defend, indemnify, and hold harmless Ahịa, LLC and its affiliates and their officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, or expenses of any kind (including reasonable attorneys’ fees) arising out of or resulting from:

bodily injury, death of any person, or damage to real or tangible, personal property resulting from Vendor’s acts or omissions;

Vendor’s breach of any representation, warranty or obligation under this Agreement;

all taxes or contributions, including penalties and interest due to Vendor’s failure to properly withhold; and

any claims made by or on behalf of any of Vendor’s employees or sub-vendors.

Ahịa, LLC may satisfy an indemnity (in whole or in part) by deducting the amount from any payment due to Vendor.

ARTICLE TWO: RESTRICTIONS AND PROHIBITED ACTS

Section 2.01 Purpose

To maintain the integrity of the Ahịa LLC marketplace and ensure compliance with applicable laws and regulations, Vendor agrees to abide by the restrictions and prohibited activities set forth in this Article.

Section 2.02 Prohibited Goods and Services

Vendor shall not list, sell, promote, or distribute any of the following through the Ahịa LLC platform:

  • Firearms, ammunition, explosives, or weapons of any kind;
  • Alcohol, tobacco products, vaping products, or controlled substances;
  • Expired or unsafe groceries, food, or consumable goods;
  • Prostitution, escort services, or adult-oriented services or products that violate applicable law;
  • Illegal gambling services or related materials;
  • Counterfeit goods, replicas, or products infringing trademarks, copyrights, or patents;
  • Hazardous materials, including flammable liquids, toxic substances, or regulated chemicals;
  • Human organs, body parts, or remains;
  • Live animals or restricted animal products (including ivory);
  • Services that promote violence, hate speech, discrimination, or harassment;
  • Financial products or services such as investment schemes, credit repair, or payday loans, unless permitted and properly licensed;
  • Multi-level marketing (MLM) or pyramid schemes;
  • Any other goods or services that violate applicable law, infringe on intellectual property rights, or fail to comply with Ahịa’s published policies.
Section 2.03 Payment Restrictions

Vendor shall not solicit, request, or accept direct payment from customers. All transactions must be processed exclusively through the Ahịa LLC platform. Violation of this provision may result in account suspension or termination.

Section 2.04 Customer Communication

Vendor shall not directly contact customers via personal email, phone, or any other outside channel. All communications must occur through Ahịa LLC designated communication system.

Section 2.05 Order Fulfillment and Shipping

Vendor is solely responsible for fulfillment and shipping of all sold goods. Vendor shall determine the appropriate shipping price for each listing and ensure timely shipment in accordance with Ahịa’s policies.

Section 2.06 Refund Policy

Vendor shall provide a clear and conspicuous refund or return policy for all goods and services offered. This policy must be made available to customers at the time of purchase.

Section 2.07 Listing Review and Approval

All product or service listings are subject to Ahịa LLC’s review and approval prior to publication. Listings that fail to meet marketplace standards or violate these restrictions will not be published and may be removed without notice.

Section 2.08 Operational and Conduct Restrictions

Vendor shall not:

  • Use the platform for fundraising, political campaigning, or charitable solicitations without prior written approval from Ahịa;
  • Artificially inflate reviews, sales, or ratings, including by “shill bidding” or false orders;
  • Circumvent platform fees, commissions, or payment systems (e.g., encouraging buyers to transact off-platform);
  • Misrepresent inventory levels, service availability, or other key details;
  • Violate any applicable export control laws or economic sanctions.
Section 2.09 Additional Restrictions

Vendor shall comply with any additional restrictions or requirements communicated by Ahịa LLC from time to time in writing and shall be incorporated into this document.

Section 2.10 Enforcement

Violation of any provision in this Article constitutes a material breach of this Agreement and may result in immediate termination pursuant to Section 4.02 (Termination).

ARTICLE THREE: COMPENSATION AND EXPENSE REIMBURSEMENT

Section 3.01 Compensation

As of the effective date of this agreement, Ahịa, LLC shall collect a flat 10.5% commission on the net amount of each sale, excluding shipping and handling fees. Ahịa, LLC will collect and remit applicable sales tax on taxable products and services, and will provide an IRS Form 1099-K to Vendor.

Ahịa LLC will process all customer transactions on behalf of Vendors/Sellers. Payments to Vendors/Sellers will be made on a monthly basis after products are shipped, with the 10.5% commission deducted. Vendors must request a withdrawal in order to receive payment and may submit such a request once per month. Vendors must have a minimum available balance of fifty dollars ($50) to request a withdrawal. Ahịa LLC will not pursue Vendors/Sellers for payment or issue refunds to customers in situations where Vendors/Sellers fail to fulfill their obligations under this Agreement.

There will be no payment processing, transaction, or listing fees charged to Vendors at this time. Vendors are responsible for the cost of returning defective, damaged, or expired items, as well as any associated credit card or chargeback fees.

Ahịa LLC reserves the right to amend the commission percentage, applicable fees, and listing requirements as it deems necessary to meet evolving business needs. Any such amendments will be communicated to Vendors/Sellers in writing at least sixty (60) days in advance of their effective date.

If Vendor is in default of Vendor’s duties under this Agreement, Ahịa, LLC is not obligated to reimburse Vendor.

Section 3.02 No Reimbursement for Business Expenses

Vendor is responsible for all expenses incurred by Vendor in connection with the Services. Ahịa, LLC has no duty to reimburse Vendor for any expenses incurred by Vendor in connection with the Services.

ARTICLE FOUR: TERM

Section 4.01 Term of Agreement

The term of this Agreement begins on the date of execution and ends upon completion of the Services, unless terminated sooner under Section 4.02 (Term).

Section 4.02 Termination 

Ahịa, LLC may terminate this Agreement under any of the following circumstances:

Vendor’s breach of this Agreement;

Vendor’s failure to cure a material breach of this Agreement within 30 days of Vendor’s receipt of written notice of the breach; or

Vendor’s death or bankruptcy.

Termination will be effective immediately upon Vendor’s death or receipt of written notice of termination. Upon termination, all earned but unpaid compensation due to Vendor will be prorated based on the work performed up to and through the termination date.

ARTICLE FIVE: GENERAL MATTERS

Section 5.01 Acceptance

Each party has reviewed this Agreement, accepts all its provisions, and agrees to be bound by all its terms.

Section 5.02 Successors

Except as otherwise provided in this Agreement, all provisions of this Agreement bind, inure to the benefit of, and are enforceable by and against the respective heirs, executors, administrators, personal representatives, successors, and permitted assigns of any of the parties to this Agreement.

Section 5.03 No Waiver

Any party’s failure to insist upon strict performance of any provision or obligation of this Agreement for any period is not a waiver of that party’s right to demand strict compliance in the future. An express or implied consent to or waiver of any breach or default in the performance of any obligations under this Agreement is not a consent to or waiver of any other breach or default in the performance of the same or of any other obligation.

Section 5.04 Governing Law; Venue

This Agreement is governed, construed, and administered according to the laws of Rhode Island, and any applicable federal law. No effect is given to any choice-of-law or conflict-of-law provision or rule that would cause the application of the law of any jurisdiction other than those of Rhode Island.

The parties agree that any suit, action, or proceeding—whether in contract, tort, or otherwise—arising out of this Agreement must be brought in a state or federal court located in Rhode Island and in the county of or nearest to Ahịa, LLC’s principal office if one of these courts has subject-matter jurisdiction over the suit, action, or proceeding. Any cause of action arising out of this Agreement is deemed to have arisen from a transaction of business in Rhode Island.

Each party irrevocably consents to the jurisdiction of these courts (and their respective appellate courts) in any cause of action arising out of this Agreement. Each party irrevocably waives—to the fullest extent permitted by applicable law—any objection that it may have now or later to the venue of any action arising out of this Agreement in any of these courts, including an inconvenient forum petition.

Service of process, summons, notice, or other document by registered mail to the address set forth in Section 5.09 is effective service of process for any suit, action, or other proceeding brought in any court.

Section 5.05 Waiver of Jury Trial

Each party to this Agreement acknowledges and agrees that any controversy arising out of this Agreement is likely to involve complicated issues. Therefore, each party irrevocably and unconditionally waives any right it may have to a trial by jury for any cause of action arising out of this Agreement.

Section 5.06 Equitable Remedies

Each party to this Agreement acknowledges that its breach or threatened breach of any of its obligations under this Agreement would give rise to irreparable harm to the other parties and monetary damages would not be an adequate remedy. Therefore, each party to this Agreement agrees that if any party breaches or threatens to breach any of its obligations, each of the other parties to this Agreement will be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other equitable relief available from a court of competent jurisdiction (without any requirement to post bond). These equitable remedies are in addition to all other rights and remedies that may be available in respect of the breach.

Section 5.07 Attorneys’ Fees

If any party to this Agreement institutes any legal cause of action—including arbitration—against another party arising out of or relating to this Agreement, the prevailing party will be entitled to the costs incurred in conducting the cause of action, including reasonable attorneys’ fees, expenses and court costs.

Section 5.08 Remedies Cumulative

Except to the extent this Agreement expressly provides otherwise, the rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law, in equity, or otherwise.

Section 5.09 Notices

Unless otherwise stated, all notices, requests, consents, claims, demands, waivers, and other communications called for under this Agreement must be in writing and will be deemed to have been given

when delivered by hand (with written confirmation of receipt);

when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);

on the date sent by facsimile or email (with confirmation of transmission) if sent during recipient’s normal business hours, and on the next business day if sent after the recipient’s normal business hours; or

on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

If notice is required to be given to a minor or incapacitated individual, notice must be given to the minor or incapacitated individual’s parent or Legal Representative.

The written notice must be sent to the respective parties at the party’s last known address (or at the address a party has specified in a notice given in accordance with this Section). Notice to Vendor may be sent to the address listed in this Agreement.

Section 5.10 Modification for Legal Events

If any court of competent jurisdiction determines that any provision or any part of a provision set forth in this Agreement is unenforceable because of its duration or geographic scope, the court has the power to modify the unenforceable provision instead of severing it from this Agreement in its entirety. The modification may be made by rewriting the offending provision, by deleting all or a portion of the offending provision, by adding additional language to this Agreement, or by making other modifications as it determines necessary to carry out the parties’ intent to the maximum extent permitted by applicable law. The parties expressly agree that this Agreement as modified by the court is binding upon and enforceable against each of them.

Section 5.11 Severability

The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision of this Agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this Agreement are to be construed as if the invalid provision had never been included in this Agreement.

Section 5.12 Separate Counsel

By signing this Agreement, each party acknowledges that this Agreement is the product of arms-length negotiations between the parties and should be construed as such. Each party acknowledges that he or she has been advised to seek separate counsel and has had adequate opportunity to do so.

Section 5.13 Entire Agreement

This Agreement constitutes the sole and entire agreement of its parties with respect to the Agreement’s subject matter. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties—both written and oral—with respect to the subject matter. As between or among the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect. The parties specifically acknowledge that, in entering into and executing this Agreement, each is relying solely upon the representations and agreements contained in this Agreement and no others.

Section 5.14 No Third-Party Beneficiaries

This Agreement is for the sole benefit of its parties and their respective heirs, executors, administrators, successors, and assigns. Nothing in this Agreement, express or implied, confers any legal or equitable right, benefit, or remedy of any nature whatsoever upon any other person or the creditors of any person.

Section 5.15 Amendments

No provision of this Agreement may be amended or modified except by a written instrument executed by all parties to this Agreement.

Section 5.16 Notice of Immunity from Liability for Certain Disclosures

Vendor will not be held criminally or civilly liable under any federal or state trade secret law for a disclosure of a trade secret, as long as the disclosure is made:

in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or

in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  

This Section is intended to comply with the immunity provided by the United States Code from liability resulting from disclosures of trade secrets under the conditions described in this Section.  Nothing in this Independent Vendor Agreement is intended to conflict with 18 U.S.C. § 1833(b).  If there is a conflict between this Section and any other Section of this Independent Vendor Agreement, this Section will control.

Section 5.17 Multiple Originals; Validity of Copies

This Agreement may be signed in any number of counterparts, each of which will be deemed an original. Any person may rely on a copy of this Agreement that any party to this Agreement certifies to be a true copy to the same effect as if it were an original.

ARTICLE SIX: DEFINITIONS AND INTERPRETATION

Section 6.01 Definitions

For purposes of this Agreement, to the extent they appear herein, the following terms have the following meanings.

(a) Agreement

Agreement means this Independent Vendor Agreement.

(b) Ahịa, LLC

Ahịa, LLC means Ahịa, LLC, a Rhode Island limited liability company.

(c) Vendor

Vendor means VENDOR NAME.

(d) Legal Representative

With respect to any individual, Legal Representative means a person’s guardian, conservator, executor, administrator, trustee, or any other person representing a person or the person’s estate. With respect to any person, Legal Representative means all directors, officers, employees, consultants, financial advisors, counsel, accountants, and other agents of the person.

(e) Services

Services is defined in Section 1.01.

(f) Term

Term is defined in Section 4.01.

Section 6.02 Interpretation

The following general provisions and rules of construction apply to this Agreement.

(a) Headings of Articles, Sections, and Subsections

The headings of Articles, Sections, and Subsections used within this Agreement are included solely for the reader’s convenience and reference. They have no significance in the interpretation or construction of this Agreement.

(b) Days and Business Days

In this Agreement, days, without further qualification, means calendar days and business days means any day other than a Saturday, Sunday or a day on which national banks are allowed by the Federal Reserve to be closed.

(c) Delivery

Delivery is taken in its ordinary sense and includes:

personal delivery to a party;

mailing by certified United States mail to the last known address of the party to whom delivery is made, with return receipt requested to the party making delivery;

facsimile transmission to a party when receipt is confirmed in writing or by electronic transmission back to the sending party; or

electronic mail transmission to a party when receipt is confirmed in writing or by electronic mail transmission back to the sending party.

The effective date of delivery is the date of personal delivery or the date of the return receipt, if received by the sending party. If no return receipt is provided, the effective date is the date the transmission would have normally been received by certified mail if there is evidence of mailing.

(d) Include, Includes, and Including

In this Agreement, the words include, includes, and including mean include without limitation, includes without limitation, and including without limitation, respectively. Include, includes, and including are words of illustration and enlargement, not words of limitation or exclusivity.

(e) Words of Obligation and Discretion

Unless otherwise specifically provided in this Agreement or by the context in which used, the word shall is used to impose a duty, to command, to direct, or to require. Terms such as may, is authorized to, is permitted to, is allowed to, has the right to, or any variation or other words of discretion are used to allow, to permit, or to provide the discretion to choose what should be done in a particular situation, without any other requirement. Unless the decision of another party is expressly required by this Agreement, words of permission give the decision-maker the sole and absolute discretion to make the decision required in the context.

(f) No Presumption against Drafting Party

This Agreement is to be construed without giving force to any presumption or rule requiring construction or interpretation against the drafting party.