Seller Services Agreement

This Seller Services Agreement (this “Agreement”) concerns the Delivered Cold marketplace and online platform hosted and operated by Frozen Logistics, Inc., a Delaware corporation (together with its websites, portals, pages, and features, the “Marketplace”) and the specific terms and services specifically available to suppliers and sellers offering goods, products, and services on the Marketplace (the “Sellers”). The Marketplace includes the seller portal known as the “Seller Hub” (vendor.deliveredcold.com), through which you manage your Seller account, products, storefront, payouts and communications with Frozen Logistics. This Agreement is made and entered into by and between you, and any person, individual, employee, or entity helping you visit, access, registered with, or use the Marketplace (collectively, “you”), on the one hand, and Frozen Logistics, Inc., a Delaware corporation (“Frozen Logistics”), on the other hand. You and Frozen Logistics may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Any capitalized term used herein but not otherwise defined herein shall have the meaning ascribed to such term in the Terms and Conditions (as defined below). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE MARKETPLACE BECAUSE IT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND FROZEN LOGISTICS. THIS INCLUDES THE TERMS AND CONDITIONS OF THE REVENUE SHARING TERMS SET FORTH UNDER SECTION 3.

1. Terms and Conditions. This Agreement is incorporated by reference into the Terms and Conditions (the “Terms and Conditions”) of the Marketplace and shall be subject to the terms therein (including, without limitation, the terms of the Privacy Policy of the Marketplace that are incorporated into the Terms and Conditions and the terms relating to intellectual property ownership, confidentiality, disclaimers, liability, general release of claims, and indemnification that are set forth in the Terms and Conditions), except as may otherwise be agreed to in writing by and between you and Frozen Logistics. In the event of any conflict between a provision of this Agreement and the Terms and Conditions, the provision in this Agreement shall control over such conflicting provision in the Terms and Conditions.

2. Additional Seller Contracts with Frozen Logistics. In consideration of your status as a Seller on the Marketplace and the services of the Marketplace and Frozen Logistics that you will be utilizing, you may be required to enter into separate contracts with Frozen Logistics, including, without limitation, a Master Services Agreement, a Statement of Work, an Order Form, a Change Order, or a similar contract or instrument (collectively, the “Seller Contracts”), which shall control with respect to any bespoke services provided to you by Frozen Logistics in connection with your use of the Marketplace. In the event of a conflict between the terms of a Seller Contract, on the one hand, or the Terms and Conditions or this Agreement, on the other hand, the provisions of the Seller Contract shall control over any conflicting provisions in this Agreement or under the Terms and Conditions.

3. Right to Sell; Revenue Sharing; Collateral; Taxes

3.1 Seller Products; Recalls. Contingent upon your continued acceptance of this Agreement, Frozen Logistics hereby grants you the right to display, offer, and sell your goods, products, and services (the “Seller Products”) on the Marketplace. Subject to the terms of Section 7 below or as may otherwise be agreed upon by you and Frozen Logistics in a Seller Contract or other written instrument, you shall be solely responsible for any recalls, refund requests, or other returns requested by Marketplace customers and buyers for Seller Products that have been successfully delivered (collectively, “Refunds”), and you agree to indemnify and hold Frozen Logistics harmless from any and all claims, liabilities, damages or other expenses of any kind and nature (including, without limitation, reasonable attorney fees) arising from or relating to any such Seller Product Refunds.

3.2 Revenue Sharing Terms. You further acknowledge and agree that you shall be subject to the terms of the Revenue Sharing Model with Frozen Logistics, the terms of which shall be separately negotiated and entered into between you and Frozen Logistics (the “Revenue Sharing Terms”).

3.3 Taxes Generally. Except as otherwise expressly provided for in this Agreement, you will be solely responsible for, and will file on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Frozen Logistics will not withhold any amounts for the payments of any of your social security, federal, state, or any other employee taxes payable by you, which shall be your responsibility. Notwithstanding the foregoing, Frozen Logistics will furnish you with any applicable forms as needed to facilitate your annual tax files (e.g., a Form 1099-NEC, to the extent applicable, which may be prepared and delivered to you by or through Frozen Logistics’ payment processor) to the extent required by applicable law.

3.4 Sales Taxes; Marketplace Facilitator. In consideration of its status as a “Marketplace Facilitator” under applicable laws, Frozen Logistics will be responsible for calculating, collecting, remitting, and refunding state sales tax on sold Seller Products that are destined for states in which there are applicable “Marketplace Facilitator” laws. In certain jurisdictions, local taxes are not included in the applicable legislation pertaining to “Marketplace Facilitators,” and Frozen Logistics will not be responsible for those taxes. The states in which “Marketplace Facilitator” legislation is currently in effect are set forth below.

• Alabama

• Alaska

• Arizona

• Arkansas

• California

• Colorado

• Connecticut

• District of Columbia

• Florida

• Georgia

• Hawaii

• Idaho

• Illinois

• Indiana

• Iowa

• Kansas

• Kentucky

• Louisiana

• Maine

• Maryland

• Massachusetts

• Michigan

• Minnesota

• Mississippi

• Missouri

• Nebraska

• Nevada

• New Jersey

• New Mexico

• New York

• North Carolina

• North Dakota

• Ohio

• Oklahoma

• Pennsylvania

• Rhode Island

• South Carolina

• South Dakota

• Tennessee

• Texas

• Utah

• Vermont

• Virginia

• Washington

• West Virginia

• Wisconsin

• Wyoming

3.5 Payout of Seller Proceeds. The proceeds that you generate on the Marketplace through the sale of Seller Products (“Seller Proceeds”) shall be credited to your Marketplace account and, after application of the Revenue Sharing Terms, paid to you as follows. Seller Proceeds for each calendar month are paid within fifteen (15) days after the end of that month, through Frozen Logistics’ third-party payment processor (currently Stripe). Frozen Logistics may pay more often at its option. To receive payouts you must complete the payment processor’s onboarding in the Seller Hub, including the identity, bank account and tax information it requires; that information is collected and held by the payment processor and not by Frozen Logistics. Minimum payout: if the amount due to you for a month is less than fifty dollars ($50.00), it carries forward and is paid with the first payout in which your accrued balance reaches $50.00. Frozen Logistics bears the payment processor’s standard payout fees; fees for optional services you choose (such as expedited payouts), if offered, will be shown to you before you choose them. Notwithstanding the foregoing or anything to the contrary herein, you understand and agree that Frozen Logistics may offset against the Seller Proceeds credited and accrued under your Marketplace account any Refunds, chargebacks, reconciliations, Seller Charges (as defined in Section 3.6) or other amounts owed by you or that have been charged against your Marketplace account. If an amount remains owed after such offsets, you authorize Frozen Logistics to charge the payment method you keep on file in the Seller Hub, and otherwise you acknowledge and agree that Frozen Logistics may invoice you for the remaining charges on Net 15 terms. Payouts for sales made before the first payout processed through the payment processor will continue to be paid by the method previously in effect.

3.6 Optional Services; Seller Charges. Through the Seller Hub you may choose to purchase optional services from Frozen Logistics, including promotional placements on the Marketplace, shared promotions with other Sellers, and shipping of Seller Products to recipients you designate (for example, trade or media contacts). The price of each such service is shown in the Seller Hub before you confirm it. Amounts you owe for optional services, and any other amounts you agree to in the Seller Hub (“Seller Charges”), are deducted from your next payout where it is sufficient to cover them, up to a cap of twenty-five percent (25%) of your Seller Proceeds for that payout unless you agree otherwise, and are otherwise charged to the payment method you keep on file. A payment method is required only when you first purchase an optional service. Promotional placements that use only materials already approved by Frozen Logistics run without further review; placements that include new materials are reviewed by Frozen Logistics before they run, and you are charged only on approval.

4. Seller Obligations. You hereby acknowledge and agree to perform and adhere to the following obligations:

(a) Comply with the terms set forth in the Terms and Conditions, this Agreement, and any applicable Seller Contracts;

(b) Fully cooperate with Frozen Logistics in all matters requested by Frozen Logistics relating to your use of the Marketplace to offer and sell the Seller Products, which shall include, without limitation, promptly responding to any information requests, inquiries, or other communications from Frozen Logistics relating to the Terms and Conditions, this Agreement, and any Seller Contracts; and

(c) Obtain and maintain all necessary licenses and consents as needed for you to make use of the Marketplace and to sell the Seller Products on the Marketplace in accordance with all applicable laws, rules, and regulations.

4A. Listings; Approval; Go-live. Product listings, listing changes, storefront content and promotions you submit through the Seller Hub are reviewed by Frozen Logistics before they are shown to Marketplace customers. Frozen Logistics may approve, return with comments, or decline any submission in its sole discretion, and sets the date on which an approved item goes live, which may differ from a date you request. You may remove a Seller Product from sale at any time through your account administrator in the Seller Hub; reinstating it is subject to review. Your storefront’s web address is assigned when your brand is created and does not change thereafter.

4B. Order Data. Frozen Logistics will make available to you, in the Seller Hub, order data for your Seller Products limited to the items and quantities sold and the destination city, state and ZIP code prefix. Customer names, email addresses, street addresses and the purchases of other Sellers’ products are not provided unless a separate written agreement with Frozen Logistics (for example, a Frostbite program addendum) says otherwise. Any customer information you receive from Frozen Logistics is Frozen Logistics’ Confidential Information under the Terms and Conditions and may be used only to fulfil your obligations under this Agreement.

4C. Authorized Users; Assistance by Frozen Logistics. You are responsible for the persons you authorize to use your Seller Hub account and for keeping their credentials confidential. Actions taken through your account are attributed to you. At your request, or where you have not completed a step needed to list your Seller Products, Frozen Logistics personnel may perform steps in your Seller Hub account on your behalf (other than accepting this Agreement or the Revenue Sharing Terms, or providing your payment processor and tax information); every such action is recorded and shown to you in the Seller Hub.

4D. Affiliate Program. Every Seller is enrolled in the Delivered Cold Affiliate Program on the terms set out in Exhibit A (Affiliate Program Terms & Conditions and Affiliate Privacy Policy), which forms part of this Agreement. No separate registration is required. A Seller may leave the Affiliate Program at any time by emailing [email protected], without affecting the remainder of this Agreement.

5. Representations and Warranties. In addition to the representations and warranties made by you under the Terms and Conditions and in any Seller Contracts, you hereby represent and warrant the following:

5.1 Ownership of the Seller Products; Authority. You are the owner of the Seller Products and have the capacity to execute, deliver, and perform your obligations under this Agreement. Other than those consents that you have obtained, no consent, approval, authorization of, or notice to any person or entity (including, without limitation, any governmental authority) is required to be obtained or given by you in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

5.2 Description of Seller Products. You understand that you must provide Required Product Information (as defined below) for your Seller Products, and you represent and warrant that (i) you will provide such Required Product Information in a timely fashion in response to requests from Frozen Logistics, (ii) all Required Product Information will be true, accurate, and complete, and (iii) you will immediately notify Frozen Logistics in writing via email to [email protected] in the event that any Required Product Information is no longer wholly true, accurate, or complete. Frozen Logistics reserves the right to remove, at any time in its sole discretion, any Required Product Information that Frozen Logistics has determined is not wholly true, accurate, or complete. For the purposes of this Agreement, “Required Product Information” means the following, to the extent applicable and available: (1) a full Seller Product description, (2) the SKU or UPC of the Seller Product, (3) the lot number of the Seller Product, (4) the expiration date of the Seller Product, and (5) the manufacturing date of the Seller Product.

5.3 FFDCA Compliance. If any of your Seller Products are subject to the requirements of the U.S. Federal Food, Drug, and Cosmetic Act (the “FFDCA”), then you further represent, warrant, and guarantee to Frozen Logistics that all applicable Seller Products shall not be adulterated or misbranded by you within the meaning of the FFDCA.

5.4 Reliance by Frozen Logistics. You understand that the representations and warranties made by you in this Agreement are being relied upon by Frozen Logistics in performing its obligations hereunder and under any Seller Contracts. You hereby agree to indemnify and hold Frozen Logistics harmless from any and all claims, liabilities, damages, and other expenses (including, without limitation, reasonable attorney fees) or any kind and nature arising from or relating to your breach of any of the representations and warranties made by you in this Agreement.

6. Order Fulfillment Services; Risk of Loss. The Parties acknowledge and agree that Frozen Logistics may provide certain order fulfillment and shipping and delivery services of Seller Products offered and sold through the Marketplace (the “Order Fulfillment Services”), which may be subject to additional terms set forth under the Seller Contracts. Except as may otherwise be agreed to by the Parties in writing, you hereby agree to the following terms relating to such Order Fulfillment Services.

6.1 Inbound Transit to Frozen Logistics. You agree that the risk of loss to the Seller Products during inbound transit to Frozen Logistics shall be borne by you. Frozen Logistics shall have the right to inspect each shipment of Seller Products for damage prior to accepting delivery and receipt and shall have the right to refuse damaged Seller Products tendered for delivery. In the event that damage occurs to the Seller Products prior to delivery to Frozen Logistics, then Frozen Logistics shall note such damage on the bill of lading setting forth a description of the damaged Seller Products. Frozen Logistics shall not be liable for any damaged Seller Products where any damage is not readily visible based on a reasonable physical inspection of the shipment as a single unit.

6.2 Fulfillment Center – Lost Products. Frozen Logistics shall provide reasonable care in the storage and handling of the Seller Products. If any of the Seller Products are lost, damaged, and/or destroyed, as a direct result of Frozen Logistics’ grossly negligent acts or omissions, then Frozen Logistics shall reimburse you for your actual replacement costs for such lost, damaged, and/or destroyed Seller Products, together with the pro-rated freight costs to Frozen Logistics’ fulfillment center.

6.3 Outbound Transit by Frozen Logistics. Frozen Logistics does not bear the risk of loss for Seller Products while the Seller Products are in outbound transit from a Frozen Logistics’ fulfillment center by any third party carrier. Any third party carrier involved in such outbound transit shall arrange for appropriate insurance coverage for such Seller Products in transit, the cost of which shall be the sole responsibility of you.

6.4 Insurance on Seller Products. Frozen Logistics arrange for insurance coverage with the carrier of Frozen Logistics’ choice, as determined in Frozen Logistics’ sole discretion, for the Seller Products for which Frozen Logistics performs the Order Fulfillment Services. In the event that a Seller Product for which Frozen Logistics is performing Order Fulfillment Services is damaged, destroyed, or lost by such carrier, the end-user of the Seller Products may file an insurance claim directly with such carrier. For more information on insurance coverage of Seller Products (including how to file an insurance claim), please contact Frozen Logistics at [email protected].

7. Additional Services Performed by Frozen Logistics. In consideration of your agreement to the Revenue Sharing Terms and the terms of your Seller Contracts, Frozen Logistics will perform, or arrange for the performance of, the services set forth below (the “Frozen Logistics Services”); provided, that except as otherwise expressly agreed by you and Frozen Logistics in the Seller Contracts or another written instrument, Frozen Logistics has the right to modify the scope of the Frozen Logistics Services from time to time, in its sole discretion, by written notice to you via posting on any Seller account webpage or dashboard relating to the Marketplace thirty (30) days’ prior to the effective date of the change.

(a) Cold storage and inventory management for your Seller Products;

(b) Providing boxes, liner, and refrigerant for your Seller Products;

(c) Packing and final assembly of your Seller Products;

(d) Facilitating the shipping and tracking of the Seller Products to end-users;

(e) Facilitating sales transactions of the Seller Products on the Marketplace through an online shopping cart;

(f) Obtaining parcel insurance for the Seller Products shipped to end-users to protect against spoilage and other damage to the Seller Products while in transit; and

(g) Being generally available to provide customer support services (both to you, as a Seller, with respect to the inbound transit, outbound transit, storage, and transactions relating to your Seller Products, and also to end-users regarding their use of the Marketplace and transactions relating to their purchase of Seller Products) during the normal operating hours of Frozen Logistics.

8. Term and Termination. This Agreement shall continue and remain in effect until the earlier to occur of the following: (a) it is terminated in accordance with the terms and conditions of the Terms and Conditions, or (b) you are notified in writing by Frozen Logistics that this Agreement and your status as a Seller have been terminated.

9. General Provisions

9.1 Electronic Signatures. If your acceptance of this Agreement is further evidenced by your affirmative assent to the same (e.g., by a “check the box” acknowledgment procedure), then that affirmative assent is the equivalent of your electronic signature to this Agreement. However, for the avoidance of doubt, your electronic signature is not required to evidence or facilitate your acceptance and agreement to this Agreement, as you agree that the conduct described in this Agreement and in the Terms and Conditions as relating to your acceptance and agreement alone suffices. When Frozen Logistics updates this Agreement, it will present the updated version to you in the Seller Hub with a summary of the changes, and your acceptance there, or your continued use of the Marketplace after that presentation, constitutes your agreement to the updated version. The date and version you accepted are recorded in your Marketplace account.

9.2 Governing Law; Disputes. This Agreement is governed by the laws of the State of Texas, without regard to any conflict of law rules. Disputes arising from or relating to this Agreement shall be subject to the “Dispute Resolution” terms set forth in the Terms and Conditions.

9.3 Independent Contractor Relationship. You acknowledge and agree that your relationship with Frozen Logistics is that of an independent contractor, and nothing in this Agreement is intended to create, or should be construed to create, a partnership, agency, joint venture, or employment relationship. You are not authorized to make any representation, contract, or commitment on behalf of Frozen Logistics.

9.4 Contact Us. Please direct any questions you may have about this Agreement to [email protected], with a subject line of “Seller Services Agreement Question.” The foregoing contact information may change from time to time by supplementation, amendment, or modification of this Agreement.

Last Modified. This Agreement was last modified on October 15, 2026.

EXHIBIT A — AFFILIATE PROGRAM

Affiliate Program Terms & Conditions Welcome to DeliveredCold.com! Thanks for joining our Affiliate Program (“the Program”). We use a tool called UpPromote, you can access your Dashboard by logging in here using the password provided via email. If you have any questions, reach out to us on [email protected] These following terms and conditions apply to individuals who are accessing or using the Program both as the merchant (“we” or “merchant”) and an affiliate (“you” or “affiliate”) who refers customers to use product or service from the merchant. By participating in the Program, affiliate agrees to use the Program in the manner specified in, and are bound by, these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety, you are not authorized to register as an affiliate or participate in the Program in any manner.

Approve or Reject of the Registration. We reserve the right to approve or reject ANY Affiliate Program Registration in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Registration.

Affiliate Links and Coupon. Affiliate link is automatically generated, but you can also generate an affiliate link for a specific product or collection. If a person clicks on someone else’s referral link and then later they click on yours, yours is the one that counts. Affiliate might or might not be assigned to one coupon code with details and usage clarified on the UpPromote Dashboard. If a customer both clicks on your affiliate link and uses your coupon code, you will not receive a double commission. If you’re not assigned a branded coupon, then you’re not allowed to promote the coupon. Affiliate may also advertise merchant website on online channels such as Facebook, Google, Instagram, Twitter, Tik-Tok, or offline classified channel ads, magazines, and newspapers.

Commissions and payment. Refer any customer to make a purchase on our website, you will get a commission amount which is calculated based on Commission structure set at 5% of total order value. Commission amount is dependent on order value and does not include extra fees (tax, shipping cost, etc.). An additional one-time Bonus Commission of 5% (i.e. total 10%) will be paid for any new purchaser sent to the website who completes a purchase for the first time. For an Affiliate to receive a commission, you need to specify your payment details in Settings. Payment schedule will be notified on the Affiliate Guide page Payments will only be sent for transactions that have been successfully completed. The Use of the Affiliate Program is subject to a fair use policy which gives the merchant the right to review each and every referral order. Status of commission if displayed in Commission tab, any paid commission will be listed on Payment tab. Transactions that result in chargebacks or refunds will not be paid out as commission or will be clawed back from future commissions earned.

Marketing tool. We may share promotion medias such as banner, logo or specific collection promotion to you through the Marketing Tools tab. You can download the media or get the HTML embed code in order to share onto affiliate channels.

Network. If Network tab is activated, affiliate can invite others to become their downline affiliate. If any downline affiliate brings order to merchant shop, upline affiliate will also get network commission of 2% of total sale. To invite other affiliates into the system, share network link and any other affiliate who clicks on that link and signs up will become a downline affiliate.

Cookies. We use a cookie to track people who have clicked on your link, so they need to be using cookies for us to track them. If a person doesn't allow cookies or clears their cookies, then we can't track them so can't pay commissions based on that person's activity. Cookie tracking will start from the time a customer clicks on the affiliate’s link or uses a coupon. While the cookie is in place, every order made by this customer at Delivered Cold will automatically result in commissions to the affiliate (there’s no need for the customer to click on the affiliate link again).

Removal from Referral Program. If an affiliate wishes to be removed from the affiliate program, they can do so by contacting: [email protected]. ## Go forward and refer! We're very glad you've made it to the end of this important document. We wish you all the very best. You can always re-visit these Affiliate Program terms and conditions in the future and if you have any questions, you can send email to [email protected] for support.

Affiliate Privacy Policy This Affiliate Privacy Policy regarding the Delivered Cold Affiliate Program (“the Program”) describes how we may collect and use personal data and the rights granted to merchants, affiliates, and customers regarding their respective data. By joining the Program, you signify your approval of the terms set out in this Affiliate Privacy Policy, the Privacy Policy, and other terms and conditions. If you do not agree to this Privacy Policy, you must not use the affiliate marketing system. We may update this Affiliate Privacy Policy from time to time in order to reflect, for example, changes to our privacy practices or for other operational, legal, or regulatory reasons. By continuing to our affiliate program after these changes are posted, you agree to the revised policy.

Personal Information Controller. Any personal information provided to or gathered by Delivered Cold under this Privacy Notice will be stored and controlled by Delivered Cold (the data controller).

Information collected from Merchants. When a merchant uses the app, we are automatically able to access certain types of information from your Shopify account such as email, first name, last name, and shop information (shop domain, shop currency, shop address …). We collect this information to provide you with our Services; for example, to confirm your identity, contact you, provide customer support when you contact us, and provide you with advertising and marketing activities.

Information collected from Affiliates. When an affiliate signs up to join a program, we collect some information to inform merchants such as email, personal information, payment details, and social network information. The information would help the merchant evaluate the affiliate's background and potential, along with process-specific activities within the app, and contact the affiliate if needed.

Information collected from Customers when visiting the merchant's website. In order to track referral orders, when customers visit a merchant's website and make a purchase, Delivered Cold system will collect information about orders such as total order, order items, and order ID.

About Cookies. “Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. Cookies are created when a user's browser loads a particular website. The website sends information to the browser which then creates a text file. Every time the user goes back to the same website, the browser retrieves and sends this file to the website's server. For more information about cookies, including how to disable them, visit allaboutcookies.org. Because cookies allow you to take advantage of some of the affiliate marketing system’s essential features, we recommend that you leave them turned on.

Information Sharing. Ensuring your privacy is important to us. We do not share your personal information with third parties except as described in this privacy policy. We may share your personal information with third-party service providers whom we employ to process specific functions; examples include providing email marketing activity, analyzing data, and other marketing support, etc. Third-party service providers have access to personal information only as needed to perform their functions and they must process the personal information in accordance with this Privacy Policy. We may also disclose your personal information to any third party with your prior consent.

Use of UpPromote by Children. UpPromote is not intended for children. If you are under 13, you may use the affiliate marketing system only with the supervision of your parents or guardian.

Your Rights. Delivered Cold understands that you have rights over your personal information, and takes reasonable steps to allow you to access, correct, amend, delete, port, or limit the use of your personal information. If you are using the system and wish to exercise these rights, please contact us through [email protected]. We may require that you provide us with acceptable verification of your identity before providing access to such information. If you are an affiliate and wish to exercise these rights, please contact Delivered Cold directly on [email protected].

Contact information. If you have any questions about your personal data or this Privacy Policy, or if you would like to file a complaint about how we process your personal data, please contact us by email at [email protected].

Last Modified. This Agreement was last modified on October 12, 2026.