Marketplace Seller Agreement

Introduction

You acknowledge and agree that by registering for or using the Seller Portal and/or the Marketplace Portal and/or Program owned by Akiba Digital Portal, an entity established under the laws of UAE, you, as a Seller, expressly agree to be bound by the following terms and conditions, as may be updated and amended by Marketplace from time to time at its sole discretion (“Agreement”). Any amendments to this Agreement shall become effective and binding on the Seller as soon as the amendments have been published the Seller Portal and/or the Www.Emporium.com Site (as applicable). This Agreement contains the terms and conditions that govern the Seller's access to, and use of, the Marketplace Program and is an agreement between the Seller and Akiba Digital Portal.

1. Interpretation

1.1. No provision shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured or drafted such provision. The rule of interpretation that an agreement will be interpreted against the Party responsible for the drafting and any similar rules of interpretation shall not apply to this Agreement and the Parties waive any rights they have to rely on such rules.

1.2. Terms other than those defined within this Agreement will be given their plain English meaning, and those terms, acronyms, and phrases known in the information and communications technology industry shall be interpreted in accordance with their generally accepted meanings.

1.3. If any conflict exists between the provisions of this Agreement and any Annexures attached hereto, the provisions of the Annexures shall prevail.

1.4. When any number of days is prescribed in this Agreement, it shall be reckoned to exclude the first and to include the last day.

1.5. Any reference in this Agreement to legislation or subordinate legislation is to such legislation or subordinate legislation at the date of signature hereof and as amended and/or re-enacted from time to time.

1.6. Words importing the singular shall include the plural, and vice versa, words importing the masculine gender shall include the feminine and neuter genders, and vice versa, and words importing natural persons shall include legal persons, and vice versa.

2. Definitions

2.1. Unless the context indicates otherwise, the words and expressions set out below shall bear the following meanings and cognate expressions shall bear corresponding meanings:

2.2. “Affiliate” means a wholly owned subsidiary of Akiba Digital Portal;

2.2.1. “Claim” or “Claims” shall mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation;

2.2.2. “Confidential Information” means all information communicated by a disclosing Party that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation:

2.2.2.1. the terms of this Agreement (including all Annexures and policies referenced herein or attached hereto);

2.2.2.2. all trade secrets;

2.2.2.3. existing or contemplated services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto;

2.2.2.4. Transaction Information, all Payment Card Data and all Tax Codes of Marketplace.

2.2.3. “Content” shall mean all information, content and images, including without limitation, the product information, (i) provided or made available by Seller or its affiliates to Marketplace or its Affiliates or Service Providers for use in connection with the Marketplace Program and (ii) otherwise made available by Seller or its affiliates to customers on the Www.Emporium.com Site (e.g., through Seller's hosting of such information, content or images);

2.2.4. “Customer” means a customer purchasing products through the Www.Emporium.com Site;

2.2.5. “Effective Date” means the date of acceptance of this Agreement;

2.2.6. “Excluded Offers” means private promotions offered only to all or a subset of Seller's existing customers by e-mail or regular mail, and Public Promotions that a seller has indicated in writing that it cannot support, and an equivalent offer or promotion cannot be provided.

2.2.7. “Intellectual Property Right” means any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property right arising under any Law and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing;

2.2.8. “Law” shall mean any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction, including without limitation the Consumer Protection Act in UAE and relevant UAE Regulatory of Compulsory Specifications requirements;

2.2.9. “Losses” shall mean any and all damages (including, without limitation, direct, consequential, economic, exemplary, future, incidental, indirect, noneconomic, past, special and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys' fees and costs (whether or not suit is brought);

2.2.10. “Marketplace” means Marketplace owned and hosted by Akiba Digital Portal and traded under the name “Www.Emporium.com”.

2.2.11. “Seller” means TENANT., trade license number XXXXXX, a private company duly registered in accordance with the Laws of UAE, and shall include its Affiliates;

2.2.12. “Marketplace Peace of Mind Policy” means Akiba Digital Portal's then current peace of mind policy which sets out Marketplace's standard customer satisfaction and returns policy which is available on the Www.Www.Emporium.com.com Site, and as may be updated and amended from time to time at the sole discretion of Marketplace.

2.2.13. “Marketplace Site” means Www.Emporium.com or any other domain name determined by the Marketplace at its sole discretion and informed to the Seller in writing and applicable applications;

2.2.14. “Marketplace Program” means the Marketplace program owned and developed by Akiba Digital Portal;

2.2.15. “Marketplace Policy” means the Marketplace's privacy policy that governs Seller's use of Customer information obtained in connection with the Marketplace Program, and as may be published on the Www.Emporium.com and/or Seller Portal from time to time;

2.2.16. “On-Time Shipping Standard” means the time specified for each order to be processed and delivered;

2.2.17. “Orders” means orders placed by a customer through the Www.Emporium.com for the purchase of products;

2.2.18. “Party” or “Parties” means, individually, Marketplace or the Seller as the context requires and, together, Marketplace or the Seller;

2.2.19. “Payment Card” shall mean a debit or credit type card used for financial transactions;

2.2.20. “Payment Card Data” means any information located on a Payment Card, such as, but not limited to, debit or credit card number, expiration date, pin number, cardholder name, or cardholder address;

2.2.21. “Penalties” means the charges applied on the Seller on account of the delays, wrong orders etc. in accordance with Annexure C.

2.2.22. “PII” means any information that can be used to identify an individual and/or information that constitutes personal identifiable information.

2.2.23. “Products” means the products that the Seller desires to sell on the Www.Emporium.com Site, and approved by Marketplace, and as reflected on the Seller Portal;

2.2.24. “Product Information” means the product information that Marketplace requires;

2.2.25. “Public Promotions” means any public promotions generally available to all users of the Seller Site;

2.2.26. “Referral Fee” means the commission that Marketplace will retain from each sale of the Seller's Products made through the Marketplace Site;

2.2.27. “Referral Fee Percentage” means the commission, calculated as a percentage of Sales Proceeds including VAT; Referral Fee Percentages vary depending on the assigned product category;

2.2.28. “VAT” Transaction between Buyer & Seller will be routed through Marketplace where the transaction value will be inclusive of the VAT. It's the responsibility of seller to make sure transaction value is inclusive of VAT. Commission invoice will be issued inclusive of VAT upon each transaction and this will be deducted from the Gross sales collection;

2.2.29. “Sales Proceeds” means the gross sales proceeds from the sale of the Products, including VAT and excluding shipping;

2.2.30. “Seller” means third party vendors, distributors, wholesalers, retailers and any other incorporated company wanting to sell approved product through the Www. Emporium.com site, and who have registered on the Seller Portal and have agreed to the terms of this Agreement;

2.2.31. “Seller Customer Information” shall mean customer information in Seller's possession that was not received from Marketplace as Transaction Information or in any other manner and was not obtained or received by Seller in connection with this Agreement or Seller's rights and obligations under this Agreement;

2.2.32. “Seller Portal” shall mean the web based tool or other web services or interfaces, provided by Marketplace and/or a Service Provider that Seller can use to manage its settings, Content and other information related to the Marketplace Program, and including all associated Product listing requirements;

2.2.33. “Seller Marks” means Seller's name, trademarks, service marks and logos;

2.2.34. “Seller Share” shall mean the Sale Proceeds collected from the sale of the Sellers Products less the Referral Fee earned by Marketplace for such Products;

2.2.35. “Seller Site” means any website, other than the Www.Emporium.com Site, where a seller displays any information related to the Seller or its products;

2.2.36. “Service Provider” means a third party that provides management software and services for the Marketplace Program;

2.2.37. “Service Level Agreement” means the service level agreement or SLA, that Sellers will be required to adhere to in order to provide the required service levels to and on behalf of Marketplace;

2.2.38. “Transaction Information” means the Customer's Order information, including but not limited to the Customer's name, email address, shipping address.

3. Third Party Service Providers

3.1. Seller acknowledges and agrees that:

3.1.1. Marketplace may contract a Service Provider to provide management software and services for the Marketplace Program; and

3.1.2. Seller may provide Content to Marketplace using the software and/or services of a Service Provider.

4. License of Seller's Content

License for Content.

4.1. Seller hereby grants Marketplace, its Affiliates, and marketing partners, a non-exclusive, royalty-free, perpetual, irrevocable right and license to publish, use, reproduce, distribute, transmit, display, modify, create derivative works of and otherwise commercially exploit all Content (excluding the Seller Marks) in connection with the sale of products through the Www.Emporium.com Site and for the listing, advertising, marketing and promotion of such products or the Marketplace Program, including without limitation, through the Www.Emporium.com Site, third party websites, e-mail, social media or any other medium. Seller agrees that Marketplace may permit users of the Www.Emporium.com Site to share and post Content on their own social media outlets.

License for Marks.

4.2. Seller hereby grants Marketplace and its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit and display Seller's Marks during the term in connection with the Marketplace Program.

5. Product Information and Other Content

Information for Products

5.1. Seller will use the Seller Portal to list all the required Content, Pricing and Available Inventory per unique product. The Seller shall adhere to the minimum requirements as set out on Marketplace Seller Portal. In addition the Seller will:

5.1.1. use commercially reasonable efforts to ensure the Seller Portal always has an accurate error-free available inventory count per product listed on the Seller Portal.

5.1.2. at least every hour update the Seller Portal with an error-free updated inventory feed for only those Products where inventory levels have changed since the last inventory feed provided for such Product;

5.1.3. provide Marketplace through the Seller Portal with a daily inventory feed for all Products;

5.1.4. provide Marketplace with all Content requested by Marketplace, including without limitation, the Product information as set forth in the Seller Portal;

5.1.5. only provide Content for Products that fit into the categories or parameters as set forth in the Seller Portal.

5.2. The Seller will be held solely responsible for the accuracy of its Pricing, available Inventory and all Content for Products and will be obliged to honor any order placed by a Customer through the www.Emporium.com.com Site as a result of the Content provided.

Excluded Products.

5.3. If Seller is restricted from selling certain Products on the www.Emporium.com Site due to supplier brand restrictions or if Seller is not an authorized reseller for any Product, Seller will withhold such Products from the assortment it provides Marketplace. Provided that if Seller removes a Product from the Www.Emporium.com Site due to brand restrictions or because Seller is not an authorized reseller it will promptly notify Marketplace in writing of such removal. Upon Marketplace's request, Seller will provide Marketplace with a list of all Products withheld from the Marketplace Program (including why such Product is being withheld).

Changes to Content.

5.4. Marketplace will make commercially reasonable efforts to post updated Content provided by Seller on a daily basis through its standard transmission process; provided that Seller acknowledges that Marketplace will impose freezes on Content updates from time to time in connection with releases on the Www.Emporium.com Site.

6. Product Authenticity and Safety

Authenticity/Authorization.

6.1. Seller will receive all Products sold through the Marketplace Program directly from the brand owner or from an authorized supplier of the brand owner, and Seller must be an authorized reseller of the Products. Seller will maintain adequate processes and procedures for conducting diligence to ensure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. Upon Marketplace's request, Seller will promptly provide Marketplace with:

6.1.1. certificates of authenticity (or similar documentation) for Products; and

6.1.2. documentation (e.g. email verifications from the brand owner or supplier) showing that Seller is permitted to sell specific brands or Products through the Www.Emporium.com Site and within UAE and in respective jurisdictions.

Safety, Testing and Certification.

6.2. Seller will comply with, and ensure that all Products comply with, all product safety, testing and certification requirements under applicable Law, and all other Law.

7. Fees and Payments

Referral Fees.

7.1. Marketplace will earn a Referral Fee equal to a percentage of Sales Proceeds from each sale of Seller's Products through the Www.Emporium.com Site. The Referral Fee Percentages for Seller's Products are specific to each Marketplace category and are listed in the Seller Portal and in accordance with the Annexure C. The Referral Fee Percentages are subject to change at any time, without prior notice to the Seller, and shall be effective as soon as the changes are reflected on the Seller Portal.

Payment.

7.2. An Order is deemed complete only once:

7.2.1. The Product has been delivered with a proof of delivery; and

7.2.2. The returns and/or cancellation period stipulated in the Marketplace's Peace of Mind Policy has expired (“Deemed Completion”).

7.3. Marketplace will make payment of the Seller Share for Orders within 45 days from the date of Deemed Completion criteria. If these dates do not fall on business days, payment will be made on the next business day after such a date.

7.4. At Marketplace's option, all payments to Seller's bank account will be made by mean of electronic funds transfer or similar method. If Marketplace concludes that Seller's actions and/or performance in connection with this Agreement may result in customer disputes, chargebacks or other claims, then Marketplace may, in its sole discretion, delay initiating any remittances and withhold any payments (hereinafter shall be referred to as “Suspension”) to be made or that are otherwise due to Seller under this Agreement for the shorter of:

7.4.1. a period of ninety (90) days following the initial date of suspension; or

7.4.2. completion of any investigation(s) regarding Seller's actions and/or performance in connection with this Agreement.

7.5. The Seller expressly acknowledges and accepts that payment of the Seller Share by Marketplace shall at all times be subject to Marketplace having received the corresponding Sales Proceeds from the Customer. Marketplace shall have no liability to the Seller, and the Seller shall have no claim against Marketplace, for any failure by Marketplace to make payment of the Seller Share in circumstances where the Marketplace has not received the corresponding Sales Proceeds from the Customer.

8. Purchase/Order Processing, Fulfillment and Shipping

Orders Status Update

8.1. Customers purchasing Products through the Www.Emporium.com Site will place Orders using the Www.Emporium.com Site checkout and payment gateway. Marketplace will collect all proceeds from such transactions. Marketplace will make available on the Seller Portal all the Transaction Information pertaining to the Sellers.

8.2. Sellers need to manage all Orders via the Seller Portal. The Seller Portal requires sellers to update the Order status for the duration of the Order and delivery process.

8.3. Sellers will only receive Orders that have been paid for in full and accepted by the Marketplace.

8.4. The Seller is obligated to update the Order status to “Accepted” (which means a confirmation by the Seller that it has stock), via the Seller Portal within 2 (two) hours of receiving an Order during business hours.

8.5. The Seller is obligated to update the Order status to “Ready for Collection” (which means the Order is picked, packed and ready for collection by the courier), via the Seller Portal within 2 (two) hours of receiving an Order, during business hours.

8.6. The Seller is obligated to update the Order status to “Out with Courier” (which means the Seller has handed the packed Order to the courier for delivery), via the Seller Portal within 1 (one) hour of handing the Order over, during business hours.

Risk of Fraud, Loss, and Cancellation

8.7. Www.Emporium.com Marketplace will bear the risk of credit card fraud occurring in connection with any Order.

8.8. The Seller shall bear the full risk in and to any valid cancellation of an Order by a Customer, and expressly acknowledges that Customer's may have additional rights against the Seller as a result of the terms and conditions contained on the Www.Emporium.com Site (if any).

Fulfillment of Orders

8.9. Once Marketplace has transmitted an Order to Seller, Seller will, at its own expense, be solely responsible for, and bear all liability for, processing and updating all relevant statuses on the Seller Portal, including the accurate picking and packing of all applicable orders, including without limitation, any ad hoc customer service requests from Marketplace.

8.10. If Seller cannot fulfill the entire quantity of a purchase order line in an Order, then the Seller will (prior to acceptance) reject that purchase order line through the Seller Portal, and thereafter fulfill all other lines in the Order and promptly notify Marketplace of such rejection. If the Order consists of one purchase order line and the Seller cannot fulfill the entire quantity for, then the Seller will be expected to reject or cancel the entire Order and promptly notify Marketplace via email or the Seller Portal and will provide any additional information that may be required by Marketplace.

8.11. All packaging material needs to comply with the minimum packaging standards as set out in the Exhibit D of this Agreement. Under no circumstances should packaged Orders contain any Seller marketing or other materials that are not included as standard with regard to the specific Product being sold.

8.12. Timing of Order transmission:

8.12.1. The Www.Emporium.com Site will accept credit card payment from Customers. The Seller acknowledges that not all payment methods are processed by the relevant merchant bank within the same day in which they were received, and as such the Seller may only receive notification of an Order after the date of the Order.

8.12.2. The Seller accepts that it shall be obliged to honour all Orders based on the price and availability available on the Seller Portal as of the date of Order, notwithstanding that the Seller may have only been notified of the Order after the actual date of Order.

8.12.3. Marketplace will use all reasonable and commercially viable means to endeavor to keep such delays to a minimum.

8.13. Preferred Shipping Method (Recommended)

8.13.1. Marketplace undertakes to complete the shipping leg of an Order on the Sellers behalf. Marketplace will make use of approved couriers to collect and distribute all Seller Orders.

8.13.2. Seller is obligated to use the “shipping” function prescribed in the Seller Portal and complete the picking, packing in order for the “Ready for Collection” status to be achieved.

8.13.3. Sellers are obligated to make available all facilities as are necessary in order for Marketplace approved couriers to collect packaged Orders from a collection point as designated on the Seller's Portal. The Seller accepts that it shall be liable for any delays and/or Losses that may be suffered by Marketplace as a result of the Sellers failure in this regard.

8.14. Shipping Terms

8.14.1. Seller will ship each Product within the On-Time Shipping Standard after receipt of the Transaction Information from Marketplace.

8.14.2. Seller will be fully liable for any fines, costs or expenses incurred by Marketplace or by a third party resulting from any failure to satisfy the On-Time Ship Standard for any Product. The Seller will indemnify and hold harmless Marketplace and its Affiliates and their officers, directors, employees and agents for any losses, liabilities, fines, costs or expenses (including costs on an attorney and own client basis) resulting from such failure. Seller will be solely liable for all costs related to any duplicate or inaccurate shipments based upon Seller's acts or omissions.

8.15. Marketplace will provide Seller with information on the status of Orders through the Seller Portal. Seller will be solely responsible for reviewing and monitoring such information. Within 24 (twenty-four) hours of receipt of the information, the Seller shall provide Marketplace with written notice of any discrepancies between the information provided and Seller's fulfillment of any Orders. Seller is solely responsible for monitoring and responding to information provided by Marketplace pursuant to this Agreement.

9. Cancellations, Returns and Refunds

Responsibilities

9.1. Marketplace shall process all Customer requests for cancellations, returns, refunds and/or customer service price adjustments. Seller will stop and/or cancel any Order if requested by Marketplace; provided that if Seller has transferred Products to a courier, Seller will immediately notify Marketplace and use commercially reasonable efforts to stop and or cancel the delivery.

9.2. The Seller expressly acknowledges and agrees that it shall at all times be bound by, and agrees to adhere to, the terms and conditions of the Marketplace's Peace of Mind Policy as may be updated and amended from time to time at the sole discretion of Marketplace.

Refunds and Returns

9.3. Marketplace retains the right to accept or reject all refund, return, and exchange requests by Customers. Marketplace will process all refunds, returns, and exchanges immediately upon confirmation from the Seller, which confirmation shall be provided by the Seller within 2 (two) hours from receipt of a request from Marketplace, failing which the Seller will be deemed to have provided its confirmation.

9.4. Refunds, returns, and exchanges will be determined via the Marketplace Refund & Return Policy in accordance with Exhibit E. Seller will be responsible for all exchanges and replacements, where applicable.

9.5. A Customer may return or cancel any Order for a Product sold through the Www.Emporium.com Site at any time within, and in accordance with, the Marketplace's Peace of Mind Policy. The Seller is obligated to accept any return or cancellation that meets the return policy as stipulated in the Marketplace's Peace of Mind Policy or on the Www.Emporium.com Site. Marketplace will use all reasonable and commercially viable means to endeavor to keep such returns and cancellations to a minimum.

9.6. Seller will be responsible for all applicable reverse logistics costs incurred in ensuring that the Product collected from the Customer and returned back to the Seller.

9.7. A Customer can solely return the Products sold by the Seller via Marketplace within stipulated timeframe as outlined on the Marketplace. In no circumstances, the Customer is permitted to return, and Seller is not permitted to accept such returned Products directly at the physical location. In the event of non-compliance to the clause 9.7, the transaction will be considered as completed and Marketplace shall withhold all the value pertaining to the transaction.

9.8. The ultimate decision on whether or not to refund a Customer will always lie with Marketplace.

9.9. Sellers are obligated to facilitate all warranty claims made within 60 days of purchase date by the Customer, or within the warranty period provided by the applicable Original Equipment Manufacturer and attached to the Product.

10. Parity with Seller Sales Channels

Parity

10.1. Seller will maintain parity between the Products it offers through the Seller Site and the Products offered on the Www.Emporium.com Site by ensuring that at all times:

10.1.1. except for in connection with Excluded Offers, the selling price and every other term of offer and/or sale of the Products (including associated shipping and handling charges and options, any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies is at least as favorable to users of the Www.Emporium.com Site as the most favorable terms upon which that Product is offered and/or sold via the Seller Site;

10.1.2. customer service for the Products is at least as responsive and available and offers at least the same level of support as the most favorable customer service offered in connection with the Seller Site; and

10.1.3. the Content provided by Seller to Marketplace for the Www.Emporium.com Site:

10.1.3.1. is of least the same level of quality as the highest quality information displayed or used on the Seller Site; and

10.1.3.2. provides users of the Www.Emporium.com Site with at least as much product information, images and other content as the information provided on the Seller Site.

10.2. If Seller becomes aware of any non-compliance with 10.1 above, Seller will promptly notify Marketplace and compensate adversely affected Customers by approving appropriate refunds to such Customers.

Special Offers and Promotions

10.3. Seller will notify Marketplace by email at [email protected] (or through the Seller Portal) of all special offers and promotions (i.e., where Seller discounts an item or items by a certain amount for a certain period of time) offered on the Seller Site. Seller will make special offers and promotions available to Marketplace Customers in connection with the Marketplace Program and will use commercially reasonable efforts to allow Marketplace to support any such special offer or promotion through the Seller Portal. If Seller makes any Public Promotions generally available to all users of the Seller Site and Marketplace cannot support such Public Promotion, then Seller will provide an equivalent offer or promotion to Marketplace Customers to the extent possible. For example, if Seller lists a promotion code on the Seller Site that can be used by any customer for 10% off specific Products or all Products sold on the Seller Site and Marketplace cannot support the promotion code, Seller will reduce the price of such Product or all Products, as applicable, through the Seller Portal by 10% for the duration of the special offer or promotion on the Seller Site. Seller will work in good faith with Marketplace to maximize the number of Seller offers and promotions (including equivalent offers and promotions) made available to Marketplace Customers.

10.4. Marketplace may choose, in its sole discretion, not to permit certain special offers or promotions offered by Seller on the Www.Emporium.com Site (e.g., where Marketplace cannot support the special offer or promotion) and may request that Seller filter out any such special offers or promotions. Notwithstanding the foregoing, Seller will not be required to make Excluded Offers available to Marketplace Customers, provided that, if Marketplace is able to support any Excluded Offer at any time during the Term and desires to do so, it will notify Seller and after receipt of such notification, Seller will make such special offer or promotion available to Marketplace in connection with the Marketplace Program.

11. Recalls and Defects

11.1. Seller is solely responsible for any non-conformity or defect in, or any public or private recall of Seller's Products. Marketplace will have no responsibility or liability for any recalls of Products sold through the Www.Emporium.com Site. If Products are subject to a recall, Seller is responsible for all matters, costs and expenses associated with such recall, including without limitation, notices and refunds to Customers, contact and reporting of the recall to any governmental agency having jurisdiction over the affected Products, and compliance with all applicable Law with respect to such recall. Seller will promptly remove any recalled Products from the Www.Emporium.com Site by unpublishing or retiring the Product through the Seller Portal. Seller will notify Marketplace by e-mail at [email protected] of all Product recalls within 24 hours of becoming aware of the recall. Seller will promptly provide Marketplace with all information reasonably requested in connection with the recall of any Product.

12. Contact with Customers and Customer Service Escalation

Customer Service

12.1. Marketplace will be responsible for providing support for Customers via Platform Digital Channels;

12.1.1. Seller will always represent itself as a separate entity from Marketplace when providing customer service for its Products sold through the Www.Emporium.com Site.

12.1.2. For the sake of clarity, the Seller shall not be entitled to contact the Customer directly under any circumstances without having first obtained Marketplace's prior written consent.

12.2. Neither Party will disparage the other party or its affiliates or its or their products or services when performing obligations under this Agreement.

13. Seller Systems and Service Levels

13.1. Seller shall be solely responsible for the adequate maintenance and uptime of all Seller systems that are necessary for the Seller to fulfil Orders and meet its obligations of this Agreement.

13.2. The Seller shall notify Marketplace within 2 (two) hours, of any down-time or related system issues, that may or will have an impact on the Sellers ability to fulfil Orders or otherwise meet its obligations on terms of this Agreement.

13.3. The Seller will comply with any service levels prescribed by the Marketplace from time to time, in connection with Seller's systems that, directly or indirectly, impacts the Marketplace systems or the Marketplace Program; and

13.4. The Seller shall at all times comply with the Order and Customer Service Level Agreement, attached hereto as Annexure B.

13.5. The Seller shall liaise with the Marketplace in order to ensure that Seller's listed products on the Marketplace Site fulfils the attribute related requirement of the Marketplace and all the required details of the products are available on the Marketplace Site in accordance with the Marketplace's policies and standards within fourteen (14) days from the date of signing of the Agreement by the Seller.

14. Reporting and Audits

Reporting

14.1. Seller will, within a reasonable period of time, not to exceed thirty (30) days, following request from Marketplace, make commercially reasonable efforts to provide Marketplace with any reports, information or other documentation relating to Seller's compliance with this Agreement and applicable Law reasonably requested by Marketplace; provided, however, that in the event Marketplace requests that Seller provide Marketplace with copies of reports that Seller was required to file with any regulatory agency, Seller will provide such reports within seven (7) days of Marketplace's written request.

Audit Rights

14.2. Seller will keep accurate and complete books, records and accounts related to Marketplace Program transactions and this Agreement, and will allow Marketplace, or its duly authorized representative, the right, upon not less than five (5) business days prior written notice, during the Term of this Agreement and for two (2) years after its termination or expiration, to conduct, during regular business hours, full and independent audits and investigations of all information, books, records and accounts reasonably required by Marketplace to confirm Seller's compliance with the terms of this Agreement and applicable Law.

Certifications

14.3. Upon Marketplace's request, Seller will provide Marketplace with written certification from an authorized signatory of Seller stating that Seller has complied with any of Seller's obligations under this Agreement, including, for example and without limitation, compliance with SLAs, consumer product safety laws, authenticity of Products, or restrictions on use of Transaction Information.

15. Representations and Warranties

15.1. Each Party hereby represents and warrants to the other Party the following:

Authority

15.2. The Party is a duly organized, validly existing and in good standing under the laws of the state where such Party was organized and the Party has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder without any further ratification or approval. This Agreement constitutes the legal, valid and binding obligations of the Party.

No Conflicts

15.3. Neither the execution and delivery of this Agreement by the Party nor the consummation of the transactions contemplated hereby will violate or conflict with any obligation, contract or license of such Party which could reasonably be expected to interfere with the consummation of the transactions contemplated hereby.

15.4. Seller hereby represents and warrants to Marketplace the following:

Power and Authority

15.4.1. Seller has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances and to sell the Products.

Compliance with Laws

15.4.2. Seller and all of its employees, subcontractors, agents and suppliers will comply with all applicable Law, as may be amended from time to time, in performing any of its obligations or exercising any of its rights under or related to this Agreement. All Products (including all packaging) and Content will comply with applicable Law. The production, manufacturing, offer, sale, shipping and delivery of all Products will comply with all applicable Law. Products will not be produced or manufactured by child labor or convict or forced labor.

Principal Place of Business

15.4.3. Seller's principal place of business is in UAE and Seller will not conduct any operations relating to this Agreement from outside UAE.

Content

15.4.4. All Content will be truthful and accurate. Content will not:

15.4.4.1. be misleading or deceptive

15.4.4.2. be defamatory, libelous, threatening or harassing;

15.4.4.3. infringe upon or violate any Intellectual Property Rights or other right of any third party;

15.4.4.4. promote or depict gratuitous violence, the use of alcohol, tobacco or illegal substances or adult-oriented content; or

15.4.4.5. reflect unfavorably on Marketplace, its Affiliates, or the Www.Emporium.com Site or be the type of content that could otherwise reasonably adversely impact or damage the reputation or public image of Marketplace or its Affiliates. Seller will not use the Content to redirect Marketplace Customers to any other sales channels.

Products

15.4.5. Seller will only offer Products for sale on the Www.Emporium.com Site that may be sold and shipped throughout worldwide. Seller will not offer for sale any Products through the Www.Emporium.com Site that Marketplace indicates as prohibited, including without limitation, the Prohibited Products attached hereto as Annexure A. The list of Prohibited Products may be updated by Marketplace from time to time and Marketplace will notify Seller of such updates by email and/or through the Seller Portal.

Personnel

15.4.6. All Seller personnel will be properly registered, documented, licensed and/or certified in accordance with applicable Law.

Ongoing Warranties

15.4.7. Except as otherwise expressly provided herein, the representations and warranties made in this Agreement are continuous in nature and will be deemed to have been given by Seller at the execution of this Agreement and each stage of performance of this Agreement.

16. Control of Www.Emporium.com Site

16.1. The Marketplace has the sole right to determine the content, appearance, design, functionality and all other aspects of the Www.Emporium.com Site, including, without limitation, all content provided in connection with the sale of Products sold by Seller through the Www.Emporium.com Site. Marketplace intends to use one set of content for each item sold through the Www.Emporium.com Site. Marketplace may suspend any Product listing or display of Content or refuse to list any Products in its sole discretion and Marketplace may require Seller to exclude any Products from the Www.Emporium.com Site. If Marketplace requests that Seller remove Products from the Www.Emporium.com Site, Seller will make commercially reasonable efforts to remove those Products by unpublishing or retiring such Products through the Seller Portal within two (2) hours of such request so such Products no longer appear for sale on the Www.Emporium.com Site and Seller will not include such removed Products on the Www.Emporium.com Site at any time unless the inclusion of such Products is specifically authorized by Marketplace in writing. Marketplace will have sole control of any marketing of:

16.1.1. any products on the Www.Emporium.com Site, including without limitation, Seller's Products; and

16.1.2. the Marketplace Program.

17. Ownership and Use of Transaction Information

17.1. Marketplace will own all Transaction Information. Seller may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of the Agreement, the Marketplace Privacy Policy and applicable Law. Seller will not:

17.1.1. disclose or convey any Transaction Information to any third party (except as necessary for Seller to perform its obligations under the Agreement);

17.1.2. use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes;

17.1.3. contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Customer to make an alternative or additional purchase; or

17.1.4. target communications of any kind on the basis of the intended recipient being a Marketplace user.

18. Ratings and Reviews

18.1. Marketplace may use mechanisms that rate or review, or allow shoppers to rate or review, Seller's Products and Seller's performance as a seller and Marketplace may make these ratings publicly available. Marketplace will have no liability to Seller for the content or accuracy of any ratings or reviews. Seller will have no ownership interest in or license to use any rating or reviews posted on the Www.Emporium.com Site.

19. Suggestions and Feedback

19.1. If Seller or any of Seller's Affiliates or agents elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to Marketplace in connection with or related to any Www.Emporium.com Site or The Marketplace Program (including any related technology), Marketplace will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to protect Marketplace's systems and customers, or to ensure the integrity and operation of Marketplace's business and systems, Marketplace may access and disclose any information Marketplace considers necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content.

20. Confidential Information and Information Security

Obligations

20.1. Both Parties acknowledge that either Party may receive (the “Receiving Party”) Confidential Information from the other Party (the “Disclosing Party”) during the term of this Agreement, and such Confidential Information will be deemed to have been received in confidence and will be used only for purposes of this Agreement. The Receiving Party will:

20.1.1.1. use the Disclosing Party's Confidential Information only to perform its obligations and exercise rights under this Agreement; and

20.1.1.2. disclose the Disclosing Party's Confidential Information only to the Receiving Party's personnel, contractors and affiliates that:

20.1.1.2.1. have a need to know the information to assist the Receiving Party with fulfilling obligations under this Agreement; and

20.1.1.2.2. have agreed to keep the information confidential in accordance with the terms set forth herein.

20.2. The Receiving Party will treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care. The obligation of confidentiality will continue for three (3) years from the expiration or termination of this Agreement; provided, however, the Receiving Party will continue to keep confidential:

20.2.1. any PII at all times and as required by this Agreement and any applicable Law;

20.2.2. any trade secrets of the Disclosing Party; and

20.2.3. the terms of this Agreement.

20.3. Seller agrees that Marketplace may share Seller's Confidential Information with its Affiliates for internal use only.

Exceptions

20.4. The obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate:

20.4.1. was in its possession at the time of disclosure and without restriction as to confidentiality;

20.4.2. at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act or failure to act by the Receiving Party; provided, however, PII remains subject to confidentiality obligations regardless of its availability to the public or availability through unauthorized disclosure;

20.4.3. has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by such third party or the Receiving Party; or

20.4.4. is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.

20.5. In the event the Receiving Party is required by Law, stock exchange requirement or legal process to disclose any of the Confidential Information, the Receiving Party agrees to:

20.5.1. give the Disclosing Party, to the extent possible, advance notice prior to disclosure; and

20.5.2. limit the disclosure to minimum amount that is legally required to be disclosed.

20.5.3. The Confidentiality Obligations outlined hereinabove shall survive post termination and/or expiration of this Agreement for the period of three (3) years.

21. Term, Termination and Suspension

Term

21.1. This Agreement will apply to the Seller from the moment of registration on or use of the Seller Portal and/or the Marketplace Program and shall continue to apply for so long as the Seller remains part of the Marketplace Program.

21.2. Seller acknowledges and agrees that Marketplace may amend and/or replace this Agreement at any time in its sole discretion, and by logging onto the Seller Portal, the Seller shall automatically be bound by the latest Agreement.

Termination for Convenience

21.3. Either Party may terminate this Agreement for any reason by giving 1-month prior written notice to the other Party.

Post-Termination Obligations

21.4. Seller will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to:

21.4.1. Fulfil all Orders that have been accepted but not yet delivered;

21.4.2. provide customer service to Customers who purchased Products on the Www.Emporium.com Site;

21.4.3. pay any invoices delivered by Marketplace in connection with the Agreement;

21.4.4. notify Marketplace and Customers of any recalls of its Products;

21.4.5. immediately notify Marketplace of any security breach that allows a third party to view or access or otherwise compromises any Transaction Information.

21.5. Marketplace will pay Seller the Seller Share attributable to Orders placed by Customers prior to the termination of the Agreement in accordance with the payment terms set forth in this Agreement.

Survival

21.6. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement will survive its termination.

22. Indemnification

22.1. Seller will defend, indemnify and hold harmless Marketplace and its Affiliates and each of their respective stockholders, successors, assigns, officers, directors, employees, agents, representatives (each an “Indemnitee”) from and against any and all Losses arising out of or related to any third party Claims asserted against, imposed upon or incurred by an Indemnitee due to, arising out of or relating to:

22.1.1. an actual or alleged breach by Seller of this Agreement;

22.1.2. the Seller Site and other sales channels, the Content or the Products (including, without limitation, the offer, sale, refund, or return of Products) or any violation of Law with respect to the foregoing (including but not limited to the Consumer Compliance and Protection Act), or any actual or alleged infringement of any Intellectual Property Right by any of the foregoing, or personal injury, death or property damage related thereto or arising therefrom; and

22.1.3. any and all income, sales, use, ad valorem, and other taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the sale of the Products on the Www.Emporium.com Site, specifically excluding, however, any such taxes related to Marketplace's net income.

Procedure for Indemnification

22.2. Upon receipt of notice, from whatever source, of Claims against Marketplace for which Seller is obligated to indemnify Marketplace, Seller immediately will take necessary and appropriate action to protect Marketplace's interests with regard to the Claims. Marketplace will notify Seller of the assertion, filing or service of any Claims of which Marketplace has knowledge, as soon as is reasonably practicable. Seller will use counsel reasonably satisfactory to Marketplace to defend each Claim.

Conflict

22.3. Notwithstanding the foregoing, however, if Marketplace reasonably determines that there may be a conflict between its position and that of Seller in connection with the defense of a Claim or that there may be legal defenses available to Marketplace different from or in addition to those available to Seller, then, at Seller's expense, counsel for Marketplace will be entitled to conduct a defense to the extent Marketplace reasonably determines necessary to protect the interest of Marketplace. If Marketplace, in its sole discretion, determines that the counsel provided by Seller to defend Marketplace is unacceptable or that a conflict of interest exists between Marketplace and counsel, Marketplace may request that Seller replace the counsel. If Seller fails to timely replace counsel, Marketplace may replace the counsel and, as part of Seller's indemnification obligation to Marketplace, Seller will pay to the new counsel, or reimburse Marketplace, any and all fees and expenses as to the new counsel, including any and all expenses or costs to change counsel.

Settlement

22.4. Seller, in the defense of any Claim, will not, except with the prior written consent of Marketplace, consent to entry of any judgment or enter into any settlement with respect to such Claim.

23. Warranty Disclaimer

23.1. NEITHER MARKETPLACE, NOR ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, THAT THE WWW.EMPORIUM.COM SITE, THE MARKETPLACE PROGRAM, ANY SELLER PORTAL, SERVICES PROVIDED BY MARKETPLACE OR ANY SERVICE PROVIDER, OR SOFTWARE USED TO PROVIDE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE OR ERROR-FREE, AND SELLER AGREES THAT MARKETPLACE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING WITHOUT LIMITATION, SYSTEM OR SOFTWARE FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. NEITHER MARKETPLACE NOR ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO SELLER WITH RESPECT TO THE SALE OF SELLER'S PRODUCTS THROUGH THE WWW.EMPORIUM.COM SITE PURSUANT TO THIS AGREEMENT, AND ALL SUCH SERVICES PROVIDED BY MARKETPLACE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS.

23.2. MARKETPLACE AND ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND THOSE IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

24. Limitation of Liability

No Consequential Damages

24.1. IN NO EVENT SHALL MARKETPLACE BE LIABLE TO SELLER OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:

24.1.1. LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF DATA;

24.1.2. EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE; OR

24.1.3. FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER MARKETPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Monetary Cap

24.2. IN NO EVENT SHALL MARKETPLACE'S AGGREGATE LIABILITY TO SELLER OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL REFERRAL FEES PAID BY SELLER TO MARKETPLACE PURSUANT TO THIS AGREEMENT DURING THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

25. Non-Obligatory Insurance Requirements, Risk and Waiver of Liability

25.1 Market Place's Limitation of Liability:

Notwithstanding anything contrary contained in this agreement, in any event market place and its affiliates shall not be liable (whether in contract, warranty, tort (including, but not limited to, negligence), product liability or other theory), to the seller or any other person or entity including customer and/or logistics partner for any indirect, incidental, special, consequential, punitive or exemplary damages (including any injury, loss, damage, delays in deliveries due to any theft, break in, accident, fire, natural disasters, acts of god, acts of government riots, events arising from invasion, war or sabotage or any other reason, damages for loss of revenues, loss profit or anticipated profits, loss of goodwill, loss of business or data) arising out of or in relation this agreement.

Market Place shall under no circumstances be liable or responsible for any loss, injury or damage to the Seller, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations /intellectual property rights of any third party. Seller agrees and acknowledges that Seller shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through Market Place (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Market Place harmless and indemnified against all such claims and damages.

Further the Market Place shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Seller, Logistic partner or any of its representatives.

Seller hereby agrees, confirms and acknowledges that the Product is owned by the Seller and that the Market Place is merely a facilitator for sale of the Product/s, hence the Market Place is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The market Place reserves its right to state appropriate Disclaimers on its website/ online store.

25.2 Indemnification

Seller shall promptly on demand indemnify, defend and hold harmless the Market Place, its Affiliates and End Customer and their respective officers, directors, proprietors, partners, managers, members, trustees, shareholders, employees and agents (“Indemnified Parties”) for and against all claims, liabilities, costs and expenses (including reasonable attorney's fees) incurred or to be incurred by the Indemnified Parties that arise out of, in any way relate to, or result from any breach by the Seller of any of the provisions of this Agreement, or breach of any laws by the Seller, or negligence, fraud or willful misconduct of the Seller or its Affiliates and their respective officers, directors, shareholders, employees, contractors, sub-contractors, agents and personnel. For the avoidance of doubt, it is further clarified that the right to indemnification in connection with any of the aforesaid claims of cause of action is independent and in addition to other rights and remedies of the Indemnified Person that may be available at law or in equity. Market Place shall have a lien on the Products and on the consideration received from the End Customer for the sale of Products on the Platform until Seller has fully discharged its obligations and liabilities to Indemnified Parties in accordance with this Agreement. In the event Seller is unable to indemnify the Indemnified Parties within a reasonable period of time, Market Place shall be entitled to sell or otherwise dispose of the Products and set off the proceeds out of such sale and disposing off against Indemnified Parties' indemnification claims and/or if permitted under law or by virtue of any order of any court of law.

25.3 Title and risk of Loss

Any claims of Buyers (customer) relative to loss or damage during shipping or delivery And or for defective products the party at fault either the Seller or the Logistic Partners shall be duly responsible to rectify, resolve and or provide a complete refund to the customer as applicable without any responsibility for Market place.

25.4 Non-Obligatory Insurance Requirements

The Seller acknowledges that it shall retain all risks to the Products until the Products have been delivered with a proof of delivery signed by the Customer. Ownership in and to the Products shall pass to the Customer when the Products have been delivered with a proof of delivery signed by the Customer.

The Seller may in its sole discretion take appropriate insurances to safeguard itself from any loss, breakage, theft or damage of the Products till such time the Products are actually delivered to the end Customer. It is recommended that Seller maintains, at Seller's expense, “Commercial General Liability” insurance for a minimum limit of AED 5,000,000 per occurrence and unlimited in the aggregate covering liabilities caused by or occurring in conjunction with the operation of their business, including damage to third party property, Products liability where applicable and bodily injury, If the seller is engaged in transporting the goods worldwide, then the territorial limits should read as “Worldwide”.

It is recommended that Seller also maintains, at Seller's expense, an “Marine Open Cover” insurance for all shipments overseas and domestic against ICC (A) and Inland Transit All Risks with a declaration facility and with multi modal transport, including courier. Once an order is placed the seller shall notify their respective insurer of the shipment to ensure that the items are covered up to the full value. Seller is responsible for payment of any and all deductibles and self-insured retentions in the obligatory insurances.

In the event that the Seller determines the Enhanced Liability insurance via the Logistic Partners or courier company, the Seller, at its own discretion, may purchase the Enhanced Liability insurance policy from the Logistic Partners for shipments which are above AED 365/- under Shipment Insurance which will indemnify the Seller in instances of loss or damages to shipments, packages and/or items shipped and carried by the Logistic Partners from the time property/cargo handed over to the Logistic Partners and placed in custody of the Logistic Partners until delivered to the consignee at the destination, whereas, the Logistic Partners' enhanced liability shall be limited to the maximum compensation limit which shall not exceed an amount of AED 10,000/- for an additional premium charge at AED 10 minimum or 1% of the total declared invoice value of the shipment (whichever is greater)” which the Seller shall pay in an addition to the shipment's service fee. The standard and enhanced insurance Liability is not available for precious stones, precious metals, jewellery, money, antiques, and prohibited dangerous goods and items. The Seller can get further details of this enhanced liability insurance from the Logistic Partner or courier company.

26. Choice of Law, Jurisdiction and Venue

26.1. The Parties mutually acknowledge and agree that this Agreement will be construed and enforced in accordance with the Laws of the UAE and without regard to any conflict of law provisions. The Parties agree that in any dispute arising from or related to this Agreement, shall be subject to the exclusive jurisdiction of the Dubai Courts. The Parties mutually acknowledge and agree that they will not raise in connection therewith, and hereby waive, any defenses based upon venue, inconvenience of forum or lack of personal jurisdiction in any action or suit brought in accordance with the foregoing. The Parties acknowledge that they have read and understand this Section and agree voluntarily to its terms.

27. General

27.1. Assignment. Seller may not assign (including, without limitation, by way of merger, consolidation or sale of all or substantially all of Seller's stock or assets) this Agreement, or any of its respective rights or obligations hereunder, without the prior written consent of Marketplace. Subject to the foregoing, this Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors and permitted assigns. Any assignment or assumption without Marketplace's prior written consent will be null and void.

27.2. Integrated Agreement. This Agreement, including all Annexures and policies referenced herein, constitutes the complete integrated agreement between the Parties concerning the subject matter hereof. All prior and contemporaneous agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded in their entirety.

27.3. Amendments. Marketplace may amend the terms of this Agreement (including without limitation, any Annexures hereto) from time to time and will either post such amendments to the Seller Portal (“Amendment Notice”). If Seller objects to any amendment to the terms of this Agreement (including any Annexure hereto), Seller should terminate this Agreement. IF SELLER CONTINUES TO PARTICIPATE IN THE MARKETPLACE PROGRAM AFTER THE EFFECTIVE DATE OF ANY AMENDMENT, SELLER WILL BE DEEMED TO HAVE AGREED TO AND ACCEPTED ANY MODIFICATIONS SET FORTH IN THE AMENDMENT.

27.4. Waiver. No waiver of any of the provisions of this Agreement will constitute a continuing waiver unless otherwise expressly so provided in writing. The failure of either Party to enforce at any time any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions.

27.5. Severability. If any provision of this Agreement is found by a court to be invalid, void or unenforceable, the Parties agree that the remaining provisions of this Agreement will not be affected thereby, and that this Agreement will in any event otherwise remain valid and enforceable.

27.6. Independent Contractors. Marketplace and Seller are acting hereunder as independent contractors. Seller will not be considered or deemed to be an agent, employee, joint venture or partner of Marketplace. Seller's personnel will not be considered employees of Marketplace, will not be entitled to any benefits that Marketplace grants its employees and will have no authority to act or purport to act on Marketplace's behalf. If any federal, state or local government agency, any court or any other applicable entity determines that any such personnel of Seller is an employee of Marketplace for any purpose, Seller will indemnify, defend and hold harmless Marketplace, its Affiliates, officers, directors, employees and agents from all liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) associated with such determination. Seller will remain primarily liable for Seller's obligations performed by any third party and for any act or omission of any such third party.

27.7. Publicity. Except as specifically provided herein, neither Party will use the name, logo, trademarks or trade names of the other Party or otherwise, directly or indirectly, refer to the other party in publicity releases, promotional material, customer lists, advertising, marketing or business generating efforts, whether written or oral, without obtaining such Party's prior written consent. Notwithstanding the foregoing, Marketplace will have the right to refer to Seller as a participant in the Marketplace Program in marketing and promoting the Marketplace Program.

27.8. Marketing. Seller confirms to use their marketing assets to promote and direct traffic to the Marketplace.

27.9. Nonexclusive. Each Party acknowledges and agrees that the rights granted to the other Party in this Agreement are nonexclusive and that without limiting the generality of the foregoing, nothing in this Agreement will be deemed or construed to prohibit either Party from participating in similar business arrangements as those described herein.

27.10. Force Majeure. Notwithstanding the other provisions of this Agreement, if either Party is in good faith prevented from performing its obligations under this Agreement because of an unexpected extraordinary event beyond the control of the Party concerned, including without limitation, war (declared or undeclared), acts of god, terrorism, earthquake, accident, explosion, fire or flood, such Party will promptly notify the other Party, and while so affected, the affected Party will be relieved from performing its obligations provided that, the Party affected will take all reasonable steps to promptly remedy the cause of such delay or failure if it is in its power to do so.

27.11. Seller Portal. Seller is solely responsible for maintaining the security of its password for any Seller Portal and for all action taken in connection with its account. If Seller has knowledge or suspects that its password has been compromised, Seller will immediately notify Marketplace and fully cooperate with Marketplace in investigating and preventing any further breach to Marketplace's systems. Marketplace shall not be liable to the Seller for any Losses it may suffer as a result of the Seller Portal being unavailable for any reason.

Annexure A — List of Prohibited Products

“Prohibited Products” means:

1. cigars, cigarettes, or other tobacco products;
2. guns intended to provide lethal force (and related gun parts, kits and ammunition); mace, black powder and other explosives; disguised, undetectable or switchblade knives; martial arts weapons; or BB guns, stun guns, paintball guns, or airsoft guns;
3. any drug, vitamin, herbal product or similar substance which requires a doctor's or other health care provider's prescription as a prerequisite for purchase;
4. used, remanufactured, reconditioned or refurbished products;
5. stolen, counterfeit, misbranded or illegal products;
6. products that have been recalled;
7. products that violate applicable Law;
8. products that violate or infringe upon any Intellectual Property Right or other third party right;
9. products that contain material that is obscene, pornographic or offensive;
10. products containing viruses, Trojan horse, spyware or malicious code;
11. ‘Sex and sensuality’ products;
12. loose gemstone products;
13. any product for which Seller is not an “authorized reseller” (as designated by the product's manufacturer or distributor), or does not provide to Customers the manufacturer's standard warranty therefor;
14. products containing human growth hormone;
15. any age restricted products;
16. baby bottles that are not BPA-free;
17. prepaid access products (whether issued in the form of a card, electronic PIN or other device) that provide access to funds (or the value of funds) that have been paid in advance and can be retrieved in the future, including without limitation, gift cards, prepaid phones, or prepaid minutes;
18. caskets or funeral urns;
19. specific products or brand names that may not be sold on the Www.Emporium.com Site as are indicated by Marketplace to Seller separately in writing (which in this case may include email or through any Seller Portal); and
20. any other types of products that in accordance with UAE laws not appropriate for sale on the Www.Emporium.com Site as indicated by Marketplace to Seller separately in writing; provided that a Prohibited Product will cease to be a Prohibited Product when Marketplace informs Seller of such change.

Annexure B — Order and Customer Service Level Agreement

Marketplace is committed to customer service. Sellers participating in the Marketplace Program will endeavor to meet the following service levels and Delivery Process:

The Logistics Partner shall schedule shipments for delivery on the agreed delivery date.

1. In instances where the delivery address is not complete, the receivers shall be contacted (contact numbers mentioned on the airway bill) via phone calls, SMS and WhatsApp.
2. All successful contacts shall be scheduled for next day delivery unless the receiver has requested for a delivery on a specific day.
3. All undeliverable, not reachable or no response shipments of Day 1 shall go through the calling process on Day 2.
4. Undelivered shipments from Day 1 shall have a second delivery attempt made on Day 2.
5. The Logistics Partner shall complete the delivery process within 3 working days from the date of dispatch including remote areas. International shipments are subjected to customs process and clearance at destination countries. Transit time for the international services offered are indicated in the notes in the commercial section of this document.
6. In case the actual receiver is not available at the address mentioned on the airway bill, then the shipment can be delivered to an alternate contact with no additional cost for the first change of address request. The Marketplace agrees that in case the receiver requests for a change of delivery location, they shall have no objection to the same.
7. The Logistics Partner shall capture the receiver's name & signature on the PDA device / airway bill as proof of delivery (POD). The Marketplace as proof of delivery shall accept electronic signatures. Delivery details shall be updated in the track & trace system.
8. In case the receiver encounters any issues with the product / package, The Logistics Partner may direct the receiver to contact the Marketplace's Contact Center, to obtain an immediate resolution. The Logistics Partner shall not initiate the actions of return of the shipment without prior obtaining approval of the Marketplace for International Courier mode. In International Express mode, the shipments are returned by destination after a given period by default as per the Postal regulations.
9. Shipments may be collected from any of The Logistics Partner's delivery centers upon receiving such instructions from the receiver. The Marketplace agrees and shall have no objection to the same.
10. In case the receiver cannot be contacted at the end of 3 (three) attempts, he/she shall be considered as ‘Not reachable’. Undelivered and Customer Refused shipments shall be “Returned to the sender” (RTS) once a week for Domestic. The return leg charge is inclusive of the freight charge quoted for Domestic.
11. International shipments (Courier and Express) will have its return process facilitate post customs clearance of the shipments from destination customs. International Courier shipments will require an official return request to initiate the return back to origin. International Express shipments will be returned if the shipment remains undelivered or unclaimed and this will only happen post completion of the retention period at destination country.

Shipment Packaging Guide

It remains the responsibility of the Seller to ensure adequate packaging. Different shipment contents require different level of protection. Below are essential guidelines:

1. Consider the strength and durability of the packaging box.
2. An appropriate box should be able to securely hold the weight of the content being shipped.
3. It is best practice to ensure to leave distance between shipment content and all walls of the box.
4. Items should not touch the outer wall of the box.
5. Ensure there are no gaps or movement that should be filled up with packaging materials.
6. Bubble wrap, airbags, cardboard and foam peanuts/pellets are all commonly used as packaging material. All have different qualities, and it is important to use them appropriately.
7. Odd-shaped or rounded packaging may need extra attention.
8. When shipping multiple items in a single package, always wrap each item individually and separate with corrugated inserts or other divider materials as appropriate.
9. Dividers are helpful to avoid damage caused by individual items making contact during transit, especially when items are stacked.
10. Special packaging materials and packing techniques are required for shipping liquids and powders.
11. Ensure liquids are contained in leak-free containers and protected with strong internal material such as Styrofoam. Seal in a plastic bag before putting into a strong double wall box.
12. Seal semi-liquids, greasy or strong-smelling substances with adhesive tape.
13. Wrap in grease-resistant paper before putting into a strong double wall box.
14. Powders and fine grains should be placed in strong plastic bags, securely sealed and then packed in a rigid fiberboard box.
15. Clearly display shipment label on a single surface.
16. Apply special handling labels for fragile and sensitive goods.
17. A good seal helps to protect your package during transit. Both the adhesive tapes you choose and how you seal the shipment makes a difference in protecting your shipment contents from being exposed or damaged during transit. Use Polypropylene tape (brown plastic tape) and Vinyl adhesive tape (electrical tape).

Annexure C — Commercial Terms

Marketplace Fees Structure

Annexure D — Logistics Terms

SOP and Packaging Terms

Domestic: Reliable, expedited delivery services of documents and parcels to residential and business addresses across the UAE.

Prepaid: Next-Day, Same-Day & ODA (Remote areas).

International Courier: For documents and parcels to over 220 countries in just 2–4 working days.

International Express: For documents and parcels to over 190 countries in under 8 working days.

Max dimensions and weight per piece (Domestic Express):

Delivery Process — Definitions

• End Customer: Refers to an online buyer.
• Sellers: Refers to the Sellers at the designated location as outlined on Www.Emporium.com Marketplace platform.
• Www.Emporium.com Marketplace: Refers to the web-based platform hosting a marketplace.
• Order: Refers to the confirmed purchase by the online buyer that are listed out on a document that holds items and quantity information.
• Shipment: Refers to all items that constitute to a given order packed within a box or pouch.
• Transaction Information: Refers to the declaration provided by the Seller for all items sold and used for customs purpose.

1. End Customer processes the order online via the online portal of the Marketplace.
2. Notification of the order is released to the Seller and the Logistics Partner via the same online portal of the Marketplace.
3. This notification will be released in the form of a Sales Order.
4. Each Sales Order will indicate the items that relate to a given Seller. If multiple Sellers, the same is indicated on the Sales Order.
5. The Logistics Partner will conduct daily rounds in an interval of every 2–3 hours or as per the frequency mutually agreed with the Marketplace.

Scenario 1 — A single Seller fulfils complete Sales Order

1. The Seller will prepare the order with the items reflected in the Sales Order.
2. If all the items on the Sales Order are from the same Seller, the Seller will mark it as complete and the box is sealed packed.
3. The Seller notifies the Marketplace via the online portal access that their items are ready and complete and the same notification is shared with the Logistics Partner.
4. The Seller will always attach the product invoice for all items dispatched from their end, relating to the Sales Order.
5. The Logistics Partner will collect the same and process the final airway bill for dispatch — Domestic or International.
6. International shipments will be processed for export, dispatch, and uplift on international connections to destination country.

Scenario 2 — Multiple Sellers fulfil complete Sales Order

1. Each of the Seller will prepare the respective items that pertain to the same Sales Order from their end.
2. Each Seller will mark their items complete on the Sales Order and their box is sealed packed.
3. Each Seller will always attach the product invoice and packing list for all items dispatched from their end, relating to the Sales Order.
4. The Logistics Partner will collect the same and hold the shipment from the Seller for 24 hours that is mutually agreeable between the Logistics Partner and the Marketplace that will allow the other Sellers to process their items from the Sales Order in an event that the items are not readily available with them.
5. The Logistics Partner will have the notification shared on incomplete shipments (shipments that are awaiting items fulfilment from other Sellers) on a report that will be uploaded to the Marketplace's online portal for visibility to all.
6. The Logistics Partner will await instructions from the Marketplace in a scenario where the mutually agreed time line has exceeded 24 hours, for the processing of an incomplete shipment. The instructions to the Logistics Partner would be to both proceed with the available collected items for a given Sales Order and later on add the items from the other Seller/Sellers to create another shipment and have the order completed.
7. The Seller will always attach the product invoice for all items dispatched from their end, relating to the Sales Order.
8. The Seller notifies the Marketplace via the online portal access that their items are ready and complete and the same notification is shared with the Logistics Partner.
9. The Logistics Partner will collect the same and process the final airway bill for dispatch — Domestic or International.
10. International shipments will be processed for export, dispatch, and uplift on international connections to destination country.

Annexure E — Cancellations, Returns, and Refunds

Marketplace will receive and process Cancellations, Returns, and Refunds of any orders that were shipped to the Customers in accordance with the terms of this Agreement.

The Seller confirms:

1. The Marketplace's Refund Policies will apply to Seller's Products. For any of Seller's Products processed through the Marketplace, Seller will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement as the Marketplace's Refund Policies for the Customers.
2. Without limiting the Seller's obligations, Marketplace may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. Marketplace will make any payments to customers at its sole discretion.
3. Marketplace will promptly notify Seller when the Customer requests for a refund. Seller may appeal if Seller disagrees with Marketplace's finding within thirty (30) days after Marketplace's notification.
4. All products that are returned by the Customers, due to incorrect product/services where a refund is required to be initiated, all the chargebacks and relevant charges will be applied to the Seller, including but not limited to, the courier, banking, payment mechanism fee and handling charges.

If Marketplace determine that Seller's actions or performance may result in returns, chargebacks, claims, disputes, violations of the Marketplace's terms or policies, or other risks to the Marketplace or third parties, then Marketplace may in our sole discretion withhold any payments to the Seller for as long as Marketplace determine any related risks to the Marketplace, or third parties persist.

Returns and Disposal

1. The Products which are returned will be sent to Seller's designated shipping address. However, if (a) the designated shipping address which Marketplace has for the Seller is outdated or incorrect, (b) Seller have not provided or, upon Marketplace's request, confirmed a designated shipping address, then the Products will be deemed abandoned and Marketplace may elect to dispose of them as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds Marketplace may receive from the disposal.
2. Marketplace may dispose of any Unsuitable Order (and Seller will be deemed to have consented to our action), immediately if Marketplace determine that:
   1. the Products creates a safety, health, or liability risk to Marketplace, Marketplace's personnel, or any third party.
   2. Seller have engaged in fraudulent or illegal activity; or
   3. Marketplace have cause to terminate Seller's use of Services with immediate effect pursuant to “Termination Clause number 21” and are exposed to liability towards a third party.

Marketplace shall not be liable to the sellers under the following circumstances:

1. Mis-shipment or Item Incorrectly Detailed: Item dispatched by the seller is not as per the description on the Marketplace, or in cases where the seller has dispatched the wrong product.
2. Missing Parts: The seller has not fulfilled the order in accordance with the details on the Marketplace (i.e. a missing freebie, accessory or a part etc.).
3. Fake/Defective/Used/Expired Product Shipped: If fake products, defective products, used products and products post expiry date are dispatched by the seller and returned by the Customers.
4. Seller Fraud: If the seller is found violating any of the Marketplace's policies, the seller's claim amount will be put on hold and thereafter, it shall be resolved in accordance with this Agreement.
5. Intact Product: In case the Customer has shipped back the product to the Seller and it is received in perfect condition by the Seller.
6. Manufacturing Defects: If the Product is partially or completely failed to perform the functions which are reasonably required to perform within fifteen (15) days from the date of purchase by the Customer.
7. Additional Circumstances: Sellers hereby agree that under no circumstances shall the Marketplace be liable or responsible for any damage or loss caused to items on account of terrorism, war, invasion or warlike operations, civil war, rebellion, detention by public or government authority, protest or strikes, riots, delay, detention or confiscation by customs or other authorities, war, invasion or warlike operations, damage or loss caused by any process of repairing, renovation, deterioration arising from wear and tear; moth; vermin; insects or mildew or any other gradually operating natural cause.