Terms of Service

Welcome to Retail Success.� We help retail businesses enhance their buyers� experiences through our payment, software, marketing and point of sale solutions.� Our Services function in an interdependent manner, so that a Merchant can facilitate the real-time payment of sales tax and merchant fees, and receive instant payment of its net sales revenue via a prepaid card.

These Terms of Service apply to your use of the Services, defined as all products, software and services licensed or provided by Retail Success as well as products provided via Third Party Providers such as LuLaRoe, FAPS, EML and others ("the Third-Party Providers"), and the hardware and all other technologies that permit or enable such use of the products, software or services.� For purposes of these Terms, all of these entities, including the Third-Party Providers, are collectively referenced as �Retail Success, �RS,� "we,� "us" and "our.�

The Services include, but are not limited to, the Proprietary Product Bundle referred to by LuLaRoe as "Bless," consisting of Bless Software (Web App), Bless Mobile Application (Mobile App) available on the Apple App Store or Google Play Store, Credit Card Processing Services and software provided via RS sister company National Merchant Alliance (NMA) through a processing relationship with First American Payment Systems (FAPS), Prepaid Card Services provided via a relationship with EML Payments (EML), as well as other software we license and other services available through the software or our Websites (including but not limited to retailsuccess.com, nmainfo.com, bydesign.com and wayroo.com).� To use the Services, you must agree to all applicable Terms.�

1. Account Requirements.� To use the Services, you must be an active LuLaRoe Independent Fashion Retailer in good standing ("Merchant") to use the Services. This determination is made solely by LLR. You must also complete a payment processing service agreement with FAPS via NMA, and opt in to the EML prepaid card program by utilizing the Bless Software or Services.� This Proprietary Product Bundle is required to use the Services, and you may also be required to enter into separate agreements with the Third-Party Providers that provide or support the Services, including but not limited to the payment terms and the prepaid card terms.� You also agree to any additional terms specific to each component of Services ("Additional Terms"), including but not limited to those listed below, that become part of your agreement with us.� You expressly agree to the provisions of these Terms that limit our liability and require individual arbitration for any potential legal dispute.� You should read all of these Terms carefully.� Your failure to enter into the necessary agreement, receive approvals, and comply with all additional applicable terms and agreements may result in suspended or terminated access to the Services.

2. License to Use the Technology and Services.� RS gives you a personal, royalty-free, non-assignable, non-transferrable and non-exclusive sublicense to use the Services. This license has the sole and limited purpose of enabling you to operate as in the manner permitted by these Terms of Service. Bless and the Services are protected by copyright, trademark, and other intellectual and property rights laws of both the United States and foreign countries. Nothing herein gives you a right to use our name, the name of any Service provider, or any trademarks, logos, domain names, and other distinctive brand features. All right, title, and interest in and to the Services (excluding Content provided by users as defined below) is and will remain the exclusive property of RS and its licensors, affiliates, the Third-Party Providers or other service providers as applicable. RS and its licensors reserve all rights in and to the Services not expressly granted to you. You will be responsible for providing all necessary equipment and internet connectivity at your own expense.�

3. Third Party Sites or Applications.� These Terms of Service do not apply to third party sites or applications (other than the Third-Party Providers) to which we provide access through the Services.� These sites or applications set their terms and privacy policies independent of Retail Success. Please review the terms and privacy policies of these sites and applications before using them.�

4. Compatible Mobile Devices and Carriers.� You are responsible for all hardware, internet capability and other technical requirements to use the Services.� We do not warrant that the Services will be compatible with your iOS or Android mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with the application store, your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer�s software or hardware guidelines, including disabling hardware or software controls sometimes referred to as "jail broken."

5. Restrictions on Use.� You may not, nor may you permit any third party, directly or indirectly, to:

a. utilize the system to breach any agreement for Services or of a Third Party, or to sell anything other than approved inventoried merchandise purchased for resale from LuLaRoe;

b. export the Services, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII);

c. access or monitor any material or information related to the Services using any manual process or robot, spider, scraper, or other automated means;

d. except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;

e. perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other Merchants, or impose an unreasonable or disproportionately large load on our infrastructure;

f. copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services;

g. use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;

h. allow access to the Services by other software products for any purpose without prior approval of Retail Success;

i. transfer any rights granted to you under the Terms of Service;

j. use the Services in a way that distracts or prevents you from obeying traffic or safety laws;

k. use the Services for any illegal activity or goods or in any way that exposes you, other users of the Services, the Third-Party Providers, or Retail Success to harm;

l. upload, post or transmit to or distribute or otherwise publish through the Services any materials which

i. restrict or inhibit any other user from using and enjoying the Services;

ii. are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent;

iii. constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law;

iv. violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right;

v. contain a virus or other harmful component, commercial information, software or material, advertising, or false or misleading indications of origin or statements of fact; or

m. otherwise use the Services except as expressly allowed under these Terms of Service and applicable additional terms and agreements.

6. Proprietary Rights.� �All right, title and interest (including all intellectual property rights embodied therein) in and to the Services and will remain the sole and exclusive property of Retail Success or the Third-Party Providers. These Terms of Service grant you no title or right of ownership in or to the Services, Bless Software, or any component thereof including source code, or to any associated materials, documentation, intellectual property, or in or to any derivates of the Services, enhancements, modifications or improvements thereto. You will not, at any time, take or cause any action, which would be inconsistent with or tend to impair the rights of Retail Success or its affiliates in the Services. You may not remove or alter any of Retail Success� or its affiliates proprietary or copyright notices, trademarks or logos.

7. Copyright and Trademark Infringement.� You must respect the copyright and trademark rights of others. We respect the intellectual property rights of others and expect you to do the same. The Digital Millennium Copyright Act of 1998(�DMCA�) provides recourse to copyright owners who believe that material appearing on the internet infringes their rights. If you believe that material that appears on the Retail Success Services has been copied in a way that constitutes copyright infringement please contact us and include the information required by the DMCA. Notification of any such claims or counter claims should be sent to our designated agent for DMCA claims of copyright infringement.� We respond to all valid notices of such copyright and trademark infringement, and our policy is to suspend or terminate the access privileges of those who infringe the copyrights and trademarks of others.

8. Payment for Services/Consideration.� The Services are a custom, proprietary product bundle designed specifically to help the independent business retailers of LLR operate their retail business. Unless otherwise provided in additional or separate agreements between RS and you, we are not charging you a software license fee, activation fee, or monthly fee for using the Services. In consideration for RS granting you access to, and use of the Services, RS will receive fee revenue from others for your use of the Services. This fee revenue serves as valid consideration to support the development, support and granting of limited non-exclusive license which has been granted to LLR, as Licensee, and to you as sublicensee.

9. Fee Structure.� The fee structure for the Services consists of rates for Swiped Credit Cards and Non-Swiped Credit Cards, along with per incident fees associated with Disputed Transactions. These fees shall be implemented as disclosed in the NMA/FAPS Merchant Application and are subject to change at any time, without notice, according to the terms of that separate agreement.

10. Payment Processing Terms.� You agree to follow the Terms and Conditions of the Merchant Application you executed as part of your use of the Services to process payments. If you cannot locate your Terms and Conditions, please request at bless@retailsuccess.com.�

11. �Prepaid Debit Card.� You agree to follow the EML Terms of Service as provided to you by EML and on funds.mylularoe.com, as part of your use of the Services.

12. Changes and Updates to Services.� Our Services evolve constantly. As such, the Services may change from time to time, at our discretion. We may stop (permanently or temporarily) providing the Services or any features within the Services to you or to users generally. We also retain the right to create limits on use and storage at our sole discretion at any time. From time to time, Retail Success may make scheduled and/or unscheduled deployments of updates to the Services. During such deployments, all or selected portions of the Services may be unavailable.� In the event Retail Success provides you with updates, you agree that any such updates will be governed by these Terms of Service.

13. �Your Content.� The Services include functionality for uploading or providing photos, logos, products, promotions, advertisements and other materials or information ("Content"). You retain all rights to your Content, subject to the rights you granted to us in these Terms of Service or the rights you granted a third party via another agreement. You may modify or remove your Content, but your Content may remain and persist in historical, archived or cached copies and versions thereof available on or through the Services.

You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including, intellectual property rights, rights of publicity, privacy or trademark; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Retail Success or its Third Party products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Retail Success, the Third Party Providers or their Affiliates or customers to harm or liability of any nature.

Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.

Any feedback, comments, or suggestions you may provide regarding Bless, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

14. Communications.� You acknowledge that transmission through the Services are not confidential and your communications may be read or intercepted by others. You acknowledge that by submitting communications to Retail Success, no confidential, fiduciary, contractually implied or other relationship is created between you and Retail Success.

15. Third Party Sites.� The Services may contain links to other internet sites, resources, and sponsors of the Services.� Retail Success does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Services. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. Retail Success reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Services.

16. Period of Services.� Your agreement with RS and your consent to be bound by these Terms of Service begins upon first use of the Services. You may end your legal agreement with RS at any time by notifying us at bless@retailsuccess.com, discontinuing your use of the Services and otherwise abiding by the other terms respecting the rights of RS and the Third-Party Providers.

17. Warranty and Disclaimers.� You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. RETAIL SUCCESS, LLC, THE THIRD-PARTY PROVIDERS AND THEIR AFFILIATES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Retail Success, LLC, the Third Party Providers and their Affiliates make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system or device, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Transactions, Payments or Content maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Retail Success, LLC or Affiliates or through the Services, will create any warranty or representation not expressly made herein.

18. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RS, THE THIRD PARTY PROVIDERS AND THEIR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE RS ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID RS, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE RS ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

19. Indemnification.� You agree to indemnify, defend and hold Retail Success (including the Third Party Providers and their Affiliates), and all their officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties, including without limitation reasonable attorney�s fees and costs, in connection with any claim arising out of or related to (i) your unauthorized use or misuse of the Services; (ii) any breach by you of the Terms of Service or the foregoing representations, warranties and covenant; and (iii) your violation of any rights of a Third Party, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any Third Party. You shall cooperate as fully as reasonably required in the defense of any claim. Retail Success reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Retail Success.

20. Governing Law and Jurisdiction.� The laws of the State of Kansas, excluding its choice of law provisions, will govern these Terms of Service and any dispute that arises from use of the Services. All disputes related to these Terms or the Services will be brought solely in the federal or state courts located in Johnson County, Kansas, United States, and you consent to personal jurisdiction and waive any objection as to jurisdiction or venue.

21. Severability.� In the event that any provision of these Terms of Service is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms of Service will remain in full force and effect. Failure to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.

22. Contact.� These Terms are an agreement between you and Retail Success, LLC., 11230 College Blvd., Overland Park, Kansas, 66210, U.S.A. If you have any questions about the Terms of Service, please contact us at bless@retailsuccess.com.