THIS AYAAZONE MERCHANT SERVICES BUSINESS SOLUTIONS AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND AYAAZONE. BY REGISTERING FOR OR USING THE SERVICES PROVIDED BY AYAAZONE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND PROGRAM POLICIES.
1. Definitions. As used in this Agreement the following terms have the following meanings:
a. As used in this Agreement, "we," "us," and "Ayaazone" means Ayaazone, and "you" means the applicant whether an individual, or as a business and any of its Affiliates.
b. "Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
c. "Ayaazone Policies" means all terms, conditions, policies, guidelines, rules, and other information on the applicable Ayaazone Site.
d. "Ayaazone Site" means that website, the primary home page of which is identified by the url www.Ayaazone.com, any country specific website, any wholly owned subsidiary’s website, and any successor or replacement of such website.
e. "Ayaazone Transaction Information" means, collectively, Order Information and any other data or information acquired by you or your Affiliates from Ayaazone, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.
f. "Content" means copyrightable works and trademarked images under applicable Law and content protected by database rights under applicable Law.
g. "Prohibited Products" means the items described on the applicable Prohibited Products List or, any other applicable Ayaazone Policy, or any other information made available to you by Ayaazone.
h. "Governing Laws" mean the laws of the State of Illinois and the United States of America Specific acts, statutes and regulations refer to those specific acts, statutes, and regulations.
i. "Insurance Limits" means One Million U.S. Dollars ($1,000,000).
j. "Insurance Threshold" means Ten Thousand U.S. Dollars ($10,000).
k. "Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws 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.
l. "Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.
m. "Order Information" means, with respect to any of Your Products ordered through an Ayaazone Site, the order information and shipping information that we provide or make available to you.
n. "Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.
o. "Sales Proceeds" means the gross proceeds from any of Your Transactions, including (a) all shipping and handling, gift wrap and other charges; and (b) taxes and customs duties.
p. "Service" means the services provided by Ayaazone.
q. "Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.
r. "Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.
s. "Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to Ayaazone or its Affiliates.
t. "Your Personnel" means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.
u. "Your Product" means any product or service (including Optional Coverage Plans) that you: (a) have offered through the Selling on Ayaazone Service; (b) have made available for advertising through the Ayaazone; or (c) have fulfilled or otherwise processed through Ayaazone.
v. "Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.
w. "Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, duties and customs, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange. This term also means any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by Ayaazone or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of Your Products and other materials owned by you and stored by Ayaazone, shipping, gift wrapping, or other actions by Ayaazone in relation to Your Products pursuant to the Fulfillment by Ayaazone Service Terms.
x. "Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
y. "Your Transaction" means any sale of Your Product(s) through the Ayaazone Site.
2. Membership. To begin the enrollment process to be a selling member, you must complete the registration process. You are hereby advised and acknowledge that use and registration with Ayaazone is limited to parties that can lawfully enter into and form contracts under applicable Law. By registering, you are representing that you are legally able to enter into this Agreement. As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address. We may at any time cease providing any or all of our Services at our sole discretion and without notice. Ayaazone shall have the exclusive right on whether to accept any applicant and can reject any applicant for any reason or no reason at all.
3. Authorization. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain soft pull credit reports and background checks about you and your company from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us. We preserve the right to obtain hard pull credit reports annually, or sooner if there is substantial doubt as to your ability to fulfill your obligations under this Agreement to Ayaazone or your customers.
4. Fees. Fee details are described in the applicable Service Term Agreement and are incorporated herein by reference as if fully set out. You are responsible for all of your expenses in connection with this Agreement. To register with Ayaazone, you must provide us with valid credit card information from a credit card or credit cards acceptable by Ayaazone ("Your Credit Card") as well as valid bank account information for a bank account or bank accounts acceptable by Ayaazone (conditions for acceptance may be modified or discontinued by us at any time without notice) ("Your Bank Account"). You explicitly give us the Right to Offset any fees outstanding, refunds payable, and fines or penalties paid by Ayaazone on Your behalf with monies owed to you by Ayaazone. You further authorize us to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise).
5. Name. You will use only a name you are authorized to use in connection with your account and will update all of the information you provide to us as necessary to ensure that it at all times remains accurate, complete, and valid.
6. Payment. All payments required by Ayaazone to you will be remitted to Your Bank Account, subject to the Right to Withhold and Right to Offset, through a banking network or by other means specified by us. You hereby authorize Ayaazone to disburse your funds in amounts as determined by Ayaazone.
7. Return. You will be allowed to establish your own return policy, including a policy of no returns. If you do not establish a return policy, you will be deemed to adopt Ayaazone’s return policy. The return policy will be displayed on your merchant webpage and on the webpage of your merchandise.
8. Right to Withhold. If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Ayaazone or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to Ayaazone or third parties persist. For any amounts that we determine you owe us, we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Ayaazone Policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the United States Currency, and all payments contemplated by this Agreement will be made in the United States Currency.
9. Right to Offset. Ayaazone will send you invoices for fees due and any penalties or fees incurred by Ayaazone on your behalf, including but not limited to- a pro rata share of marketplace facilitator sales tax filing fees, a pro rata share of marketplace facilitator sales tax penalties and interest, a pro rata share of filing fees for remote seller value added taxes (or similar taxes), a pro rata share of remote seller value added tax penalties and interest, any amounts owed under the Right to Withhold. Once these fees have been billed to you, they are immediately due. If Ayaazone is in possession of any monies owed to you, Ayaazone has the Right to Offset monies owed to you by the amount of invoiced fees. This Right to Offset does not otherwise alter your rights to contest any fees or refunds.
10. Performance Deposit. In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Ayaazone or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Ayaazone Policies, may result in their forfeiture.
11. Transaction Limits. As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because an Ayaazone Site is unavailable following the commencement of a transaction.
12. Term and Termination. The term of this Agreement will start on the date of your completed registration and verification by Ayaazone, and continue until terminated by us or you as provided in this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service for any reason at any time by notice to you. You may terminate this Agreement or any Service for any reason at any time by the means then specified by Ayaazone. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 15, 18, 19, 20, and 23 will survive termination.
13. Merchant Feedback. You will be able to leave feedback about customers through an internal system (i.e. not subject to public broadcast, except to that customer). Feedback for customers will be gathered in order to allow merchants’ to avoid customers who engage in abusive, profane, mistaken, spamming, retributive, harassing, unlawful, threatening, economically abusive behaviors, and other reasons determined by Ayaazone after investigation and notification. The default customer rating will be set at 5/5, unless you choose to leave other feedback. Feedback is subject to oversight and management by Ayaazone for abusive, profane, mistaken, spamming, retributive, harassing, unlawful, threatening, economically abusive behaviors, and other reasons determined by Ayaazone after investigation and notification. You will be able to avoid sales to customers whose feedback is below an established level.
14. Customer Feedback. Customers will be able to leave feedback for You. Feedback from customers will be gathered in order to allow customers to avoid merchants who engage in abusive, mistaken, incorrect, spamming, retributive, misleading, fraudulent, profane, harassing, unlawful, threatening, economically abusive behaviors, and other reasons determined by Ayaazone after investigation and notification. Feedback is subject to oversight and management by Ayaazone for abusive, profane, retributive, incorrect, mistaken, spamming, harassing, unlawful, threatening, economically abusive behaviors, and other reasons determined by Ayaazone after investigation and notification. This feedback will be publically available. You may not encourage or incentivize your customers into giving you specific ratings or feedback, although you can incentivize and encourage feedback generally.
15. License. You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).
16. Representations. You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the United States; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you or your Affiliates to Ayaazone or its Affiliates is at all times accurate and complete; (d) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
17. Indemnification. You release us and agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, penalty, interest, fine, fee, settlement, cost, expense, or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any of Your Sales Channels other than Ayaazone Site, Your Products (including their offer, sale, performance, and fulfillment), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or (d) Your Taxes (other than taxes explicitly collected and remitted on your behalf by Ayaazone). You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
18. Disclaimer & General Release. The ayaazone site and the ayaazone services, including all content, software, functions, materials, plug-ins, connectors, apis, and information made available on or provided in connection with our services, are provided "as-is." as a user of our services, you use the ayaazone sites and services, at your own risk. To the fullest extent permissible by law, we and our affiliates disclaim: (i) any representations or warranties regarding this agreement, the services or the transactions contemplated by this agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (ii) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (iii) any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. We do not warrant that the functions contained in the ayaazone sites and the services will meet your requirements or be available, timely, secure, uninterrupted, or error free, and we will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.
Because ayaazone is not involved in transactions between customers and sellers or other participant dealings, if a dispute arises between one or more participants, each participant releases ayaazone (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
19. Limitation of Liability. We will not be liable (whether in contract, warranty, tort, including but not limited to negligence, product liability, or other theory, or otherwise, to you or any other person for cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if ayaazone has been advised of the possibility of those costs or damages. Further, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated will not exceed at any time the total amounts during the prior six month period paid by you to ayaazone in connection with the particular service giving rise to the claim.
20. Insurance. If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term for each applicable commercial general, umbrella, cyber, or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Ayaazone and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to inquiry@ayaazone.com, Attention: Customer Service Department.
21. Tax Matters. As between the parties, you will be responsible for the collection, reporting (except for the reporting responsibilities explicitly undertaken by Ayaazone), and payment of any and all of Your Taxes. All fees and payments payable by you to Ayaazone under this Agreement or the applicable Service Term Agreement are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying Ayaazone any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.
22. Confidentiality. During the course of your use of the Services, you may receive information relating to us or to Ayaazone Services, including but not limited to Ayaazone Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Ayaazone's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, intellectual property, content, processes, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
23. Force Majeure. We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
24. Relationship of Parties. You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Ayaazone, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.
25. Use of Ayaazone Transaction Information. You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Ayaazone Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Ayaazone Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Ayaazone Site user. In addition, you may only use tools and methods that we designate to communicate with Ayaazone Site users regarding Your Transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of Your Products. You agree to abide by all applicable privacy standards, rules, and laws that may govern you and your customers.
26. Other Information. If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Ayaazone Site or service (including any related Technology), we 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 cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Ayaazone services, you are responsible for any actions you take based on our suggestions.
27. Modification. We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on Ayaazone site, and you are responsible for reviewing these and informing yourself of all applicable changes or notices. All notice of changes to the General Terms and the Service Term Agreement will be posted for at least 30 days. Changes to Ayaazone Policies may be made without notice to you. YOUR CONTINUED USE OF A SERVICE AFTER AYAAZONE'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
28. Password Security. Any password we provide to you may be used only during the Term to access to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
29. Export Restrictions. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.
30. Arbitration. The Governing Laws of Illinois will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Ayaazone and you both consent that any dispute with Ayaazone or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that you or we may bring suit in the Courts, submitting to the jurisdiction of the Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Commercial-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location. Ayaazone and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration Ayaazone and you each waive any right to a jury trial.
All notices under this section must be sent to Ayaazone.com, Inc. c/o Legal Department at inquiry@ayaazone.com.
31. Limitation on Damages. No liquidated, consequential, special, or punitive damages will be awarded for a breach of this agreement, except as explicitly required for by law.
32. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns.
33. Non-Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
34. Sole Discretion. We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Ayaazone site and services, including by redesigning, modifying, removing, or restricting access to any of them.
35. Disputes between Merchant and Customer. Because Ayaazone is not your agent, or the customer’s agent for any purpose, Ayaazone will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction, except for disputes arising around a merchant’s refund policy.
36. Promotions. You will be allowed to advertise your promotions and promotion codes. Ayaazone shall not be responsible for any such promotions or promotion codes offer by you. Any promotion code by you will be limited to your particular product.
37. Shipping Charges. Ayaazone shall not be responsible for refunding or returning any shipping charges. You will be responsible for any and all shipping charges and the return thereof to any customer, if required.
38. Prohibited Products. Ayaazone prohibits the advertisement and sale of any products that are on the Prohibited Product List. You are responsible for knowing the rules, regulations, and laws governing the regulation, sale, creation, importation, and exportation on the products you offer for sale. This includes legality, customs and duties, and consumer protection rules.
39. Notices. We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your application or by any other means then specified by Ayaazone. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any "E-mail Preferences" (or similar preferences or requests) you may have indicated on the application. You will ensure that all of your information is up to date and accurate at all times. You must send all electronic notices and other communications relating to Ayaazone to inquiry@ayaazone.com.
40. Acceptance and Severability. This Agreement incorporates and you accept the applicable Ayaazone Terms, Conditions or Policies, which Ayaazone may modify from time to time. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.
41. Service Term Agreement
a. By registering with Ayaazone on behalf of yourself or the business you represent, you agree to be bound by the terms in this Agreement as well as all other Ayaazone policies, terms, conditions and agreements.
b. Product Information. You will provide in the format we require accurate and complete Required Product Information for each product or service that you offer through the Ayaazone Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any Ayaazone Site comply with all applicable Laws (including laws regarding the use of Intellectual Property, age requirements, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Ayaazone Policies), defamatory, harmful or obscene materials. You may not provide any information for, or otherwise seek to offer any “Prohibited Products” on the Ayaazone Sites; or provide any URL Marks for use, or request that any URL Marks be used, on the Ayaazone Site. If you offer a product for sale on an Ayaazone Site that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide us with such warning in the manner specified in our Program Policies, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required. Failure to provide Ayaazone.com Inc. with a Proposition 65 Warning where required may result in suspension of your account, seizure of monies, state-imposed penalties and fines, and possible incarceration.
c. Required Product Information. Shall mean, with respect to each of Your Products in connection with a particular Ayaazone Site, the following (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as Ayaazone may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Ayaazone from time to time); (d) categorization within each Ayaazone product category and browse structure as prescribed by Ayaazone from time to time; (e) digitized image that accurately depicts only Your Product, complies with all Ayaazone image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) the state or country Your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products). As a reminder, you are responsible for ensuring your merchandise and conduct conforms to all local, state/provincial, national/federal and international laws and ordinances.
d. Product Listing. We will enable you to list Your Products on the Ayaazone Site, and conduct merchandising and promote Your Products as permitted by us. We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and Ayaazone may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the Ayaazone Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with Ayaazone’s policies and procedures.
e. Shipping and Handling Charges. For Your Products ordered by customers on or through the Ayaazone Site, you will determine the shipping and handling charges subject to our Policies and standard functionality. In the event Ayaazone has to determine the shipping and handling charges, you will accept such charges without dispute.
f. Credit Card Fraud and Unpaid Invoices. You will bear the risk of (a) credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions. You will bear all other risk of fraud or loss. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop, and/or cancel any of Your Transactions. You will stop or cancel orders of Your Products if we ask you to do so. If you have already transferred Your Products to a carrier or shipper when we ask you to stop or cancel an order, you will use commercially reasonable efforts to stop or cancel delivery of that order. You will refund any customer that has been charged for an order that we stop or cancel.
g. Selling Products. You will: (a) source, offer, sell and fulfill your Seller-Fulfilled Products, and source in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the applicable Ayaazone Site at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable Ayaazone Site at the time of the applicable order or as may be required under this Agreement; (e) provide to Ayaazone information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (f) ensure that you are the seller of each of Your Products; (g) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (h) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (i) except as expressly permitted by this Agreement, not send customers emails confirming orders or fulfillment of Your Products.
h. Cancellations, Returns, and Refunds. The Ayaazone Return Policies for the Ayaazone Site will apply to Your Products. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with Your Transactions through Ayaazone. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay.
i. Delivery Errors and Nonconformities; Recalls. You are solely responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of Your Products. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products.
j. Customer Disputes and Chargebacks. If we inform you that we have received or initiated a claim or customer dispute concerning you or your product, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us in a format and manner we specify: (a) proof of fulfillment of Your Product(s) (as applicable); (b) the applicable Ayaazone order identification number; (c) a description of Your Product(s) (as applicable); and (d) any terms provided by you or us and displayed on the Ayaazone Site at the time of the transaction in question. If you fail to comply with the prior sentence, you will promptly reimburse for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, and all associated credit card association, bank, or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us.
k. Ayaazone’s Compensation. You will pay us: (a) the non-refundable monthly Ayaazone Subscription Fee; (b) a 10% Market Service Fee; (c) Transaction Fee of $1.00 per item; and (d) any other applicable fees described in this Agreement. These fees are as follows:
i. "Monthly Ayaazone Subscription Fee" means the monthly subscription fee of $39.90 per month.
ii. " Market Service Fee" means the applicable fee of 10% based on the Sales Proceeds from Your Transaction through the Ayaazone Site.
iii. Transaction Fee" means a $1.00 charge per item
iv. In addition, You will also pay a 2.9% fee plus $0.30 per transaction to the Merchant provider that will be deducted directly from the upon the disbursement of funds to you.
l. Remittance of Sales Proceeds & Refunds. Except as otherwise stated in this Agreement, we will remit to you your available balance on a monthly (or at our option, more frequent) basis. For each remittance, your available balance is equal to any Sales Proceeds not previously remitted to you as of the applicable Remittance Calculation Date (which you will accept as payment in full for Your Transactions), less: (a) the Product Sales Fees; (b) the applicable BarScan Fee; (c) any Ayaazone Subscription Fees; (d) any other applicable fees described in this Agreement; (e) any amounts we require you to maintain in your account balance pursuant to this Agreement; (f) any amounts due under the Right to Offset as stated in the Merchant Services Agreement, and (g) any taxes that Ayaazone automatically calculates, collects and remits to a tax authority according to applicable law.
m. Reserve. We may establish a reserve on your account based on our assessment of risks to Ayaazone or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.
n. Initial Payment. When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 30 days. Net Sales Proceeds from orders will be credited to your available balance when they are received by us.
o. Ayaazone WebSite. We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Ayaazone Site, including by redesigning, modifying, removing, or restricting access to any of them, and by suspending, prohibiting, or removing any listing.
p. Termination. Upon termination of this Agreement, all rights and obligations of the Parties under these Selling on Ayaazone Service Terms with regard to such Ayaazone Site will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
q. "Purchase Price" means the total amount payable or paid for Your Product including taxes and shipping and handling charges.
r. Right to Monitor and Suspend. Ayaazone reserves the right to Monitor all seller accounts on an ongoing basis for compliance with the Ayaazone rules and regulations. Ayaazone reserves the right to suspend the posting of any product that violates its rules and policies. Ayaazone will notify You and give you a chance to cure the issue causing the suspension. Failure to cure the suspension within the time requested will result in the item being denied. Attempting to circumvent Ayaazone’s rules and policies will result in suspension or termination of Your account.
42. Full Agreement. This Agreement represents the entire agreement between the parties with respect to Ayaazone services and related subject matter and supersedes any previous oral or written agreements and understandings.
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