2.1 Fulfillment. Seller shall fulfill accepted orders for listed Inventory within 2 business days after such Inventory is purchased on the Platform Services. If Inventory is listed for sale via an auction, Seller cannot cancel such auction once it begins, and must accept and agree to the final auction sale price and fulfill the Inventory in accordance with Selling Terms and Conditions even if such final auction sale price is lower than the suggested resale price. Mazaadi reserves the right to determine, in its sole discretion, whether or not to cancel any order for Inventory. In the event Mazaadi allows Seller to cancel an order for Inventory, Seller shall pay to Mazaadi an Inventory Cancellation Fee as detailed in the ContractualAgreementsigned by both parties.
2.1. Shipping. Unless expressly agreed to by the Parties in writing, Mazzadi shallselect and arrange the method of shipment of Inventory purchased on the Platform Services or Application to an applicable buyer,(unless the buyer choose to arrange his own shipping) including creation of shipping labels (which may not bealtered by the Seller) and selecting and arranging the freight carrier to deliver thepurchasedInventorytothebuyer.Sellershallprovideaccurateshippingweight,dimensionsandotherrelevantfreightinformationtoMazaadiforshippingofpurchasedInventory.Ifsuchfreightisreassessedorthepackageisre-labeledata different cost, Seller agrees to be charged by Mazaadi for the revised cost even if suchcost is higher than the Seller expected. Seller shall promptly prepare Inventory forshipment and honor and abide by any handling and shipping times and arrangementscommunicatedbyMazaadi toSeller.
2.2. Ownership of Inventory. TitletoallInventoryorothermaterialsthatare shipped by Mazaadi on behalf of Seller will at all times remain with Seller. Seller shallat all times be the owner of record of such Inventory or other materials and shall besolely responsible for any matters arising from or relating to such Inventory or othermaterials.

IfanycustomizedserviceswillbeprovidedtoSellerbyMazaadi, the Parties shall document such customized services in a mutually agreed upon,signed writing and the provision of such services will be subject to Selling Terms andConditions.

4.1. Seller Cooperation. Seller shall: (a)respond promptly to any reasonable requests from Mazaadi for information or approvals required by Mazaadi in connection with the Platform Services or Application; (b) cooperate with Mazaadi in its performance of its obligations and the Platform Services or Application detailed in Selling Terms and Conditions (including assisting with and cooperating during any Buyer dispute) and provide access to Seller’s premises, employees, and contractors as required to enable Mazaadi to provide such services; (c) take all steps necessary, including obtaining any required licenses or consents, to prevent Seller-causeddelaysinMazaadi’sprovisionofanyservicesrelatedtothePlatformServices or Applications and the Selling Terms and Conditions.

5.1. Fees. Subject to the terms of this Section, Seller shall pay the following fees to Mazaadi for each sale of Inventory through the Platform Services or Applications: (a) a commission in the amount equal to percent of the total sale price (exclusive of VAT and/or sales tax) of such Inventory; and (b) a payment processing fee in the amount equal to percent of the total sale price (exclusive of VAT and/or sales tax) of such Inventory (collectively, the “Sale Transaction Fees”). In addition to the Sale Transaction Fees, Seller shall pay any other feesassociatedwitheachsaleofInventorythatarepaidbyMazaadionbehalfofSellerand listed in these Terms and Conditions (if applicable) (collectively (including SaleTransaction Fees), the “Fees”.
All Fees are non-refundable, even in the case of adispute, and subject to agreed and signed “ContractualServicesAgreement” by both parties.
5.2. Payment to Seller. Seller appoints Mazaadi as its limited agent solely for thepurposeofcollectingpaymentsfrombuyersforInventory.MazaadishallremittoSeller payment received by Mazaadi from buyers who purchase Inventory on thePlatform Services or Application, less any Fees or other fees owed by Seller to Mazaadi. Mazaadishall make payments to Seller as per signed “Contractual Services Agreement” (exact dates during each month to bedeterminedbyMazaadiatitssolediscretion)andininventory country currencybybank Wire Transfer. Seller is responsible forproviding valid, current and accurate bank account information to Mazaadiandmaintainingsuchaccountinformation.Intheeventthatinvalid,expiredorinaccurate information is provided by the Seller, Mazaadi is not responsible or liablefor payments being sent to an incorrect account or any resulting delay in payment toSeller.

5.3. VAT, Sales Taxes. Seller shall be responsible for all VAT, Sales Taxes, andexcise taxes, and any other similar taxes, duties and charges of any kind imposed byany federal, state or local governmental entity of respective Platform County of transactions occurring on any amounts payable by Sellerhereunder; provided that in no event shall Seller pay or be responsible for any VAT or Sales taxesimposed on, or regarding, Mazaadi’s income, revenues, gross receipts, personnel, orreal or personal property or other assets. Notwithstanding the foregoing, Mazaadi willrequest a copy of the VAT certificate for buyers using the Platform Services or Application.
5.4. Buyer Disputes. Mazaadi is solely responsible for managing and resolving anydisputes relating to purchased Inventory filed by buyers on the Platform Services or Application.Seller is responsible for any costs arising from any buyer disputes related to Inventory.Mazaadi may withhold any amount of a Seller’s account balance until a buyer disputeis resolved. Seller agrees to cooperate with the dispute resolution process of Mazaadi,including providing any requested information and responding to related requests in atimelymanner, inaccordance withSection 4.1.

Mazaadi shall provide to Seller through a dashboard in thePlatform Services or Application completed sales and other metrics, as solely determined by Mazaadi,regardingInventory listed and purchased through the Platform Services.

Each Party shall designate a primary contact to act as itsauthorizedrepresentativewithrespecttoallmatterspertainingtoSellingTermsandConditions which is covered by “Contractual Services Agreement” (“Account Manager”), with such designation to remain in force unless and untilasuccessorAccount ManagerisappointedbytherespectiveParty.

8.1. Ownership of User Information. Seller retains ownership of any intellectualproperty rights that it holds in any files, materials, information, data, text or otheruser-uploaded content (“User Information”) that it posts, uploads or transmits to orthrough the Platform Services or Application. Seller represents and warrants that it has full rightstopost,uploador transmit anyandallUserInformation.

8.2. Use of Seller’s User Information. Seller grants Mazaadi (i) permission to accessSeller’s account and profile as it deems necessary in connection with providing thePlatform Services or Application, and (ii) a non-exclusive, worldwide, royalty-free license to use,host, store, reproduce, display, modify and create derivative works (such as reports,and similar features or services provided in the Platform Services or Application) of Seller’s UserInformation.Mazaadireservestherighttoverify,audit,backup,edit,copyortransmit User Information as required by Selling Terms and Conditions, any law or regulations, orasnecessarytoprovideandimprovethePlatform Services or Application.Sellerconsentstothecollection,useanddisclosureofitspersonallyidentifiableinformationandnon-personally identifiable information by Mazaadi as described in the Mazaadi privacypolicy.

8.3. Responsibility for User Information. GiventhenatureofthePlatform Services or Applicationandthevolumeofinformationsubmitted,MazaadicannotanddoesnotmonitorallUserInformationpostedortransmittedbySellerandmaterialsorinformation submitted by other users or third-parties via the Platform Services or Application.MazaadiisnotresponsibleorliableforUserInformationorotherinformationsubmittedto the Platform Services or Application for any reason.

8.4. Mazaadi Data and Information. Mazaadi shall exclusively own all information,metrics and data generated or tracked by the Platform Services or Application as a result ofSeller’s use of the Platform Services or Application, and Seller acknowledges and agrees to suchexclusive ownership by Mazaadi. Mazaadi may use such information for any purpose.Information contained in the Platform Services or Application may contain errors. Mazaadi mayalso make changes and improvements to the information provided in the Platform Services or Application at any time. Mazaadi is not responsible for any errors or delays caused by sucherrorsorothertechnicalproblemsbeyondMazaadi’sreasonablecontrol.

8.5. Privacy Policy. Seller agrees that all User Information and other information itprovides to Mazaadi or submit through the Platform Services or Application and all informationMazaadi collects via the Platform Services or Application is subject to the Mazaadi privacy policy,and Seller consents to all actions Mazaadi takes with respect to Seller’s informationconsistentwithandincompliancesuchprivacypolicy.

Mazaadi and its licensors reserve and retain all rights, title andinterest, including all patent, copyright, trade secret, know-how, design rights, trademark,andotherintellectualpropertyrights,inandtothePlatform Services or Application,
andanychanges,corrections,enhancements,updatesandothermodificationsthereto.ThePartiesreservetherighttocontrolandusetheirrespectivenames,symbols,trademarks and services marks (“Marks”), and neither party shall use the other party’sMarks without such party’s prior written consent.Notwithstanding the foregoing, MazaadimayuseandincludeSeller’snameandlogoonitswebsitesorapplicationsandinmarketing, promotional, case study or publicity materials created for the PlatformServices or Application, and Seller consents to such use of Seller’s name and logo. Any rightsnot expressly granted to a party herein are reserved by the other party or its third-partyproviders.

Each Party undertakes that it shall not at any time use or disclose toany person (and shall use its best endeavors to prevent the use, publication or disclosureof) any information concerning the business, financial information, customers, price list,clients, suppliers, intellectual property, or other sensitive or proprietary information(whether orally or in writing) (“Confidential Information”), except as permitted by thisSection 10. Neither party shall use the other party’s Confidential Information for anypurposeother than to perform its obligations under theAgreement.
10.1. Each party may disclose the other party’s Confidential Information: (i) to itsemployees, officers, representatives, subcontractors or advisers who need to knowsuch information for the purposes of carrying out the party ‘s obligations under theAgreement,providedthatsuchpartyshallensurethatitsemployees,officers,representatives, subcontractors or advisers to whom it discloses the other party ‘sConfidential Information comply with this Section 10; and (ii) as may be required bylaw,acourtofcompetentjurisdictionoranygovernmentalorregulatoryauthority.

10.2. Each party agrees and acknowledges that any breach or threatened breach ofthis Section 10 may cause irreparable injury to the disclosing party and that, inaddition to any other remedies that may be available, in law, in equity or otherwise,the disclosing party shall be entitled to seek injunctive relief against the threatenedbreach of these Terms and Conditions or the continuation of any such breach by thereceiving party, without the necessity of proving actual damages or posting any bond,inaddition toany otherrights orremedies providedby law.

Sections 10, 11, 14, 15, 17 through 27, and any right or obligation of theparties in these Terms and Conditions which, by its nature, should survive termination orexpiration of Selling Terms and Conditions, will survive any such termination or expirationoftheseTerms andConditions.

Mazaadi shall not be liable or responsible to Seller, nor be deemedto have defaulted or breached these Terms and Conditions, for any failure or delay infulfilling or performing any term of these Terms and Conditions to the extent such failureor delay is caused by or results from acts or circumstances beyond the reasonable controlof Mazaadi including, without limitation, acts of God, flood, fire, earthquake, explosion,governmental actions, war, invasion or hostilities, terrorist threats or acts, civil unrest,national emergency, strikes or other labor disputes, or restraints or delays affectingcarriers;providedthat,iftheeventinquestioncontinuesforacontinuousperiodinexcessof30days,SellershallbeentitledtogivenoticeinwritingtoMazaaditoterminatetheseTermsandConditions.

Each party shall comply with all laws, rules, regulations orother requirements imposed by any governmental body or entity that are applicable to theInventoryorperformance oftheservices.

Each party represents and warrants that (a) it hasthefullandunrestrictedright,powerandauthoritytoenterintotheseTermsandConditions; and (b) its performance of its obligations under these Terms and Conditionsand provision of any and all information (including User Information, account informationand Inventory listings) do not and will not violate any applicable law or regulation,separate agreement to which it is a party, or any third party’s intellectual property rightsor other property rights. Seller represents and warrants that (i) it is lawfully in possessionof the Inventory; (ii) has all necessary authority, rights and permissions to submit any UserInformation and grant the licenses described in these Terms and Conditions; (iii) Seller’sregistrationinformationandanyUserInformationistruthful,accurate,currentandcomplete; and (iv) Seller is not located in or listed on any Government list ofprohibitedorrestricted partiesandcountry.

Sellershall, atitsown expense, maintain and carry insurance in commercially reasonable amounts on its Inventory to protect against risk of loss and/ordamage that includes, but is not limited to, commercial general liability at fair market pricewithfinanciallysoundandreputableinsurers.UponMazaadi’srequest, Seller shall provide Mazaadi with a certificate of insurance from Seller’s insurerevidencing the insurance coverage specified in these Terms and Conditions, and nameMazaadi as additional insureds. Seller shall require its insurer to waive all rights ofsubrogation against Mazaadi’s insurers and Mazaadi as it relates to Inventory. For clarity,MazaadiwillnotprovideanyinsurancecoverageforInventory. Such insurance coverage will maintain valid until the time that the purchaser collects the merchandize and sign related shipment documents. ThePartiesagreethatwithrespect to any loss which is covered by self-insurance, insurance then being carried byeach party respectively, or required to be carried hereunder, the party self-insuring,carrying or required to carry such insurance and suffering said loss hereby releases theotherparty of or fromany and all claims withrespect to such loss.

Mazaadi does not guarantee or promise any specific results fromusing the Platform Services or Application, including but not limited to certain profit margins, costrecoveryorsimilar impactstoSeller’s businessor inventorymanagement.

17.1. except for breach of confidentiality (section 10) and each party’sindemnification obligations (section 18), in no event shall either party norany of its directors, officers, employees or agents be liable to the otherparty or to any third party for any loss of use, revenue, or profit ordiminutioninvalue,orforanyconsequential,incidental,indirect,exemplary, special, or punitive damages whether arising out of breach ofcontract,tort(includingnegligence),orotherwise,inconnectionwiththePlatform Services or Application or these terms and conditions regardless of whethersuch damage was foreseeable and whether or not the other party has beenadvised of the possibility of such damages, and notwithstanding the failureofanyagreed or other remedyof its essentialpurpose.
17.2. except for breach of confidentiality (section 10) and each party’sindemnification obligations (section 18), in no event shall either party’saggregate liability arising out of or related to the Platform Services or Application orthese terms and conditions, whether arising out of or related to breach ofcontract, tort (including negligence), or otherwise, exceed the aggregateamountspaidbysellerorpayabletoMazaadiinthe12-monthperiodprecedingthe eventgiving risetothe claim.

SubjecttotheexceptionsandlimitationsinthisSection,eachparty (“Indemnifying Party”) shall indemnify and hold harmless the other party and itsdirectors, officers, employees or agents (collectively, “Indemnified Party”) from andagainst any and all losses, damages, liability and expense (including, without limitation,reasonableattorneys’feesandexpensesinconnectionwithanyaction,suitorproceeding) (“Losses”) incurred or suffered by the Indemnified Party arising from a claimby a third party in connection with or arising out of Indemnifying Party’s breach of theseTermsandConditions(includingitsrepresentationsandwarrantiessetforthintheseTerms and Conditions), violation of law, or Indemnifying Party’s gross negligence or willfulmisconduct. Notwithstanding anything to the contrary in these Terms and Conditions,IndemnifyingPartyisnotobligatedtoindemnifyorholdharmlessIndemnifiedPartyagainst any claim (whether direct or indirect) if such claim or corresponding Losses ariseoutoforresultfrom,inwholeorinpart,IndemnifiedParty’sgrossnegligencerecklessness or willful act or omission or use of the Platform Services or Application inany manner not authorized under these Terms and Conditions. Furthermore, Seller shallindemnify and hold Mazaadi and its Indemnified Party harmless from and against any allLosses incurred or suffered by Mazaadi arising from a claim by a third party in connectionwith or arising out of any product liability claims related to the Inventory (includingpersonalinjury,deathordamagetopropertycausedbyorinconnectionwithanyInventoryor its packaging).

Seller shall not assign, transfer or delegate any of its rights or delegateany of its obligations under these Terms and Conditions without the prior written consentofMazaadi.AnypurportedassignmentordelegationinviolationofthisSectionwillbenull and void. No assignment or delegation will relieve you of any of its obligations underthese Terms and Conditions. Mazaadi may assign any of its rights to any affiliate or to anyentity acquiring all or substantially all of its assets without your consent, provided thatMazaadi promptly notify you of such assignment. These Terms and Conditions are bindingon and inure to the benefit of the parties to these Terms and Conditions and theirrespectivepermitted successors and permitted assigns.

The parties agree that any dispute, claim or controversy arisingout of or relating to these Terms and Conditions or the existence, breach, termination,enforcement, interpretation or validity thereof, or the Seller’s access to or use of thePlatform Services or Application at any time will be settled by binding arbitration between Seller andMazaadi, and not in a court of law. Seller acknowledges and agrees that Seller andMazaadiareeachwaivingtherighttoin a court ofcompetentjurisdiction.Seller andMazaadi each retain the right to seek injunctive or other equitable relief in a court ofcompetentjurisdictiontopreventtheactualorthreatened infringement,misappropriation or violation of a Party’s copyrights, trademarks, trade secrets, patents orother intellectual property rights. The award rendered by the arbitrator will be final, non-reviewable, and non-appealable and binding on the Parties and may be entered andenforcedin any court having jurisdiction.

21.1. Arbitration Rules. Thearbitrationwillbeadministeredbythelocal Chamber of Commerce of the Auction Platform Transactions Place then in effect.

These Terms and Conditions do not create, and nothingcontainedintheseTermsandConditionswillbeconstruedascreatinganyagency,partnership, joint venture or other form of joint enterprise, employment or fiduciaryrelationship between the parties, and neither party shall have authority to contract for orbindtheotherpartyinanymannerwhatsoever.

These Terms and Conditions solely benefit the partiestotheseTermsandConditions,andnothingintheseTermsandConditions,expressorimplied, confers on any other person or entity any legal or equitable right, benefit orremedyofanynaturewhatsoeverunderorbyreasonoftheseTermsandConditions.

If any term or provision of these Terms and Conditions is found by acourt of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction,such invalidity, illegality or unenforceability will not affect any other term or provision oftheseTermsandConditionsorinvalidateorrenderunenforceablesuchtermorprovisioninanyotherjurisdiction.

No amendment to or modification of these Terms and Conditions iseffectiveunlessitis added to the “Contractual Services Agreement” inwritingandsignedbyanauthorizedrepresentativeofeachparty.

NowaiverbyanypartyofanyoftheprovisionsoftheseTermsandConditions will be effective unless explicitly set forth in writing and signed by the party sowaiving in the “Contractual Services Agreement”. Except as otherwise set forth in these Terms and Conditions, no failure toexercise, or delay in exercising, any right, remedy, power or privilege arising from theseTerms and Conditions will operate or be construed as a waiver thereof, nor will any singleor partial exercise of any right, remedy, power or privilege hereunder preclude any otherorfurtherexercisethereofortheexerciseofanyotherright,remedy,powerorprivilege.

TheseSelling Terms and Conditions, including and together with”Contractual Services Agreement”, terms of use, privacy policy, constitutesthesoleandentireagreementofthePartieswithrespecttothesubjectmattercontainedherein,andsupersedes all prior and contemporaneous understandings, agreements, representationsandwarranties,bothwritten andoral,regardingsuch subject matter.