Marketplace seller master agreement

Introduction

You acknowledge and agree that by registering for or using the Seller Website and/or the Ycart Marketplace Program, you, as a Seller, expressly agree to be bound by the following terms and conditions, as may be updated and amended by Ycart Marketplace from time to time at its sole discretion (“Agreement”). Any amendments and/or updates to this Agreement shall become e¬ffective and binding on the Seller as soon as the amendments and/or updates have been published on the Seller Website and/or the Ycart Site and other Ycart sites 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 Ycart Marketplace. IMPORTANT ARBITRATION NOTICE: THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES INCLUDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES ARISING OUT OF YOUR USE OF OUR MARKETPLACE UNLESS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION

1. Definitions

Unless the context indicates otherwise, the words and expressions set out below shall bear the following meanings and cognate expressions shall bear corresponding meanings:“Affiliate” means a wholly-owned subsidiary of Ycart Marketplace and/or Ycart;“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;“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:“Content” shall mean all information, content and images, including without limitation, the product information,“Customer” means a customer purchasing products through the Ycart Site;“E¬ffective Date” means the date of acceptance of this Agreement;“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; “Law” shall mean any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirements, now or hereafter in effeect, of any governmental authority of competent jurisdiction, including without limitation the Consumer Safety Act (CPSA) and other relevant and applicable Specifications and requirements“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), injury or death;“Ycart Marketplace” means Marketplace platform made available to you by Ycart, a company duly registered in accordance with the laws of the State of New Jersey, and shall include its Affiliates;“Ycart Site” means www.ycart.sa and applicable applications; “Marketplace Program” means the Ycart Marketplace program;“Marketplace Policy” means all the Marketplace's policy that governs Seller’s use of the Marketplace, and as may be published on the Ycart Site and/or Seller Website from time to time; “On-Time Shipping Standard” means the time specified for each order to be processed and delivered;“Orders” means orders placed by a customer through the Ycart Site for the purchase of products;“Party” or “Parties” means, individually, Ycart Marketplace or the Seller as the context requires and, together, Ycart Marketplace or the Seller;“Payment Card” shall mean a debit or credit type card used for financial transactions;“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;“PII” means any information that can be used to identify an individual and/or information that constitutes personal identifiable information.“Products” means the products that the Seller lists to sell on the Ycart Site;“Product Information” means the product information supplied by the Seller about their listed products on Ycart Marketplace;“Handling Time” means the number of business days from when a seller receives the order for a product and when the seller product package is scanned by their preferred shipping carrier.“Selling Fee” means the fee that Ycart will retain from each sale of the Seller’s Products made through the Ycart Site;“Selling Fee Percentage” means the fee, calculated as a percentage of Sales Proceeds excluding sales tax, Selling Fee Percentages vary depending on the assigned product category;“Sales Proceeds” means the gross sales proceeds from the sale of the Products, including or excluding shipping minus Ycart selling fees;“Sales Proceeds” means the gross sales proceeds from the sale of the Products, including or excluding shipping minus Ycart selling fees;“Seller” means third party individuals, vendors, distributors, wholesalers, retailers and/or any other incorporated company wanting to sell product(s) through the Ycart site, and who have registered on the Ycart Marketplace Website and have agreed to the terms of this Agreement;“Seller Customer Information” shall mean customer information in Seller’s possession that was not received from Ycart 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;“Seller Website” shall mean a website with Content and Information related to the Marketplace program such as selling fees, policies and other information;“Seller Website” shall mean a website with Content and Information related to the Marketplace program such as selling fees, policies and other information;“Seller Dashboard” shall mean the web based tool or other web services or interfaces, provided by Ycart Marketplace and/or Ycart 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;“Seller Marks” means Seller’s Store name, Seller’s name, trademarks, service marks and logos;“Seller Share” shall mean the Sale Proceeds collected from the sale of the Sellers Products less the Selling Fee earned by Ycart Marketplace for such Products;“Service Provider” means a third party that provides management software and services for the Marketplace Program;“Transaction Information” means the Customer’s Order information, including but not limited to the Customer’s name, email address, shipping address.

2. Description of service and marketplace platform

Ycart provides an online Marketplace that allows third-party sellers to sell Items to Customers. We do not act as the agent for either Customer or Sellers. Our service provides a platform for these transactions to take place and as such, the actual contract of sale is directly between the buyer and the seller. We may take actions such as limiting the visibility of your account, listing or suspending your account if we determine that you are acting against the policies herein this agreement and other Ycart agreements incorporated herein by reference including all the policies and terms on our website and on the Seller website.Seller understands that the Ycart only provides the marketplace as a venue to connect a buyer with a seller and as such, you agree that you will be the seller of record of your products. In providing the platform and the services to you, we may provide certain recommendations, guidance and tips such as verbal comments, draft reports, statistics, presentations, and other documents or resources including shipping, pricing, listing etc. None of such recommendations, guidance and tips offered through our website and seller website represents or warrants that any particular information is safe to implement, appropriate or effective for you or your business and you acknowledge that you will not rely on any of its contents, but will treat the information as being only of a general and informational nature.

3. Third party service providers

By making use of the Marketplace Platform, Seller acknowledges and agrees that:Ycart may contract a Service Provider to provide management software and services for the Marketplace Program; and that the Seller may provide Content to Ycart Marketplace using the software and/or services of a Service Provider.

3. Third party service providers

RegistrationTo make use of the Ycart Marketplace as a seller, you will be required to register. When you register, you will be required to provide certain information about yourself if applying as an individual and your business if applying as a company, that is true, current, accurate and complete in all respects. If you are signing up as a Company, you must ensure that your company is valid and in good standing and that you are a duly authorized representative of the company.Should any of your registration information that you provided to us during registration change, you are expected to notify us immediately. Ycart shall not be responsible for any error in shipment, return, email or mail communication, phone communication or otherwise, should you fail to notify us of any changes to your registration information. Ycart reserves the right to change required registration information from time to time and may request such additional information subsequent to your initial registration. You are required to provide any such additional information in order to have continued access to the Site. You may also be required to make changes to your business practices, content or general sales process in line with the terms of this seller agreement especially with regards to Ycart’s liability to you. Please see our “Limitations of liability” clause for more information about our liability to you when you make changes to your business practices. Account SecurityThe account password you provide should be unique and kept secure, and you must notify Ycart immediately of any breach of security or unauthorized use of your account.Account VerificationWhen you register for an account and from time to time thereafter, your account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, business or financial information. You agree to provide us with such information as we may request from time to time.Dormant AccountAn account shall be considered as dormant, in the absence of any account activity for a period of up to six (6) months. If for a period of six (6) consecutive months no payment and no transactions have taken place on your account, we may disable certain features and services, up to and including the termination of your use of the Ycart platform. If your account is deemed dormant, you may request us to reactivate your status at any time and we may reactivate your account, in our sole discretion. However, in case, if your account is dormant for another 3 months after the initial 6 months dormant status, your account will be completely deleted by Ycart, and to sign up as a seller; you must register on the Ycart platform as a new seller.

5. Intellectual property rights and licenses

Intellectual property rightsThis platform is controlled and operated by Ycart and all material on this Marketplace, including but not limited to software, images, illustrations, text, scripts, graphics, audio clips, and video clips, and other interactive features made available to you on the Marketplace, logos, trademarks, and service marks contained herein, are owned by Ycart. Other service marks, logos, and names on this Marketplace are the property of their respective owners. Any use of the Marketplace or the contents made available to you on the Marketplace other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by Ycart at any time without notice and with or without cause.Usage of our marks in the form of Pin Button by SellerThis policy outlines our expectations and requirement regarding the use of the Ycart logotypes made available for your download from our website (or any other trademarks, service marks, badge, logos or other brand features of Ycart obtained from the website) (“Marks”). As used in this usage policy, the term we,us, or Ycart means Ycart Services or any of its affiliate companies, and you means the seller (either an individual or business entity) using the mark. We require strict adherence to this Policy at all times, and any use of our mark in violation of this Policy will result in the automatic termination of any license associated with your use of the mark.Our marks are available for use by Sellers in marketing or other publicity materials subject to our Usage Policy (“Usage Policy”).Mark Usage You must comply with all of the following rules when using any of the Ycart marks:All Ycart marks are distinctive and the following usage guidelines must be followed when making use of any of the Ycart marks made available to you for use:When making use of our marks, you agree not to combine any of them with any other design, trademark, graphic, text or other elements, including any trademarks, your name or any generic terms in such a way that it becomes confusingly similar to Ycart’s marks or associated products or brand. You also agree not to use or display our marks in any of the following ways:Badge usageIn addition to the other requirements herein this usage policy section and other policies as applicable to your use of the Ycart services, if you are an Ycart Seller, you may use the “Available Right Now on Ycart” and/or “Product available on Ycart” badge (the “Badge”) provided below and if you comply with the usage policy on this page. If you comply with this Usage Policy, you do not need any further approval from Ycart to use the Badge. The usage policy includes requirements that:You agree that you will not claim ownership or seek a domain registration or trademark for any term that includes an Ycart mark, or otherwise assert rights over any Ycart mark or brand by incorporating it into your own service or product name, logo, domain name or service names.You agree to make changes to your use of the Ycart marks that may be requested by Ycart from time to time for policy compliance. You agree that your failure to comply with any of these requirements, restrictions, limitations, terms or conditions in this policy may result in automatic termination of your limited right to make use of our marks. This termination right is in addition to any other legal remedies to which Ycart may be entitled in relation to your use of the marks.You further agree to immediately stop making use of the applicable mark if Ycart notifies you that such a mark has become outdated for any reason.If you would like to make use of our mark in any way that is not covered by this policy, or for further clarification or information about the use of our marks, please contact trademarks@ycart.saLicense of seller’s contentSeller hereby grants Ycart 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 Ycart Site and for the listing, advertising, marketing and promotion of such products or the Marketplace Program, including without limitation, through the Ycart Site, third party websites, e-mail, social media or any other medium available now or may be available in the future. Seller agrees that Ycart Marketplace may permit users of the Ycart Site to share and post Content on their own social media accounts. License for Marks.Seller hereby grants Ycart 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 and after the term in connection with the Marketplace Program.License and restrictions.Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Marketplace subject to the Terms of this Agreement. Any rights not expressly granted herein are reserved by us.You may not:

6. Product information and other content

6.1 Information for productsSeller will use the Seller Dashboard to list all the required Content, Pricing, Discounts and Available Inventory per unique product. The Seller shall adhere to the minimum requirements as set out on the Marketplace Seller Website. In addition, the Seller will: The Seller will be held solely responsible for the accuracy of its Pricing, discounts, available Inventory and all Content for Products and will be obliged to honor any order placed by a Customer through the Ycart Site as a result of the Content provided. Ycart may randomly review the information you have provided on the product listing and revise such content to correct, remove, supplement the information provided or may request you the seller for a revision.If a product you list for sale on the platform requires a warning under California Health and Safety laws under Code Section 25249.6 (a “proposition 65 warning”) you (i) shall provide us with such warning in a timely manner, (ii) agree that the display of the Proposition 65 warning on a product description page under the disclaimer or warning section of the product is a confirmation of our receipt of such warning, and (iii) shall update the proposition 65 warning for a product when an already existing warning is not legally required anymore.You shall also be responsible for providing all appropriate product-related warnings, hazards, dangers and disclaimers and you shall provide these warnings, hazards, dangers and disclaimers in compliance with all applicable CPSC guidelines and standards of the product.

Wholesale Product Selling Policy

1. Listing Wholesale Products:

2. Pricing and Shipping:

3. Order Fulfillment:

4. Product Inspection:

5. Communication

Return Policy for Wholesale Products:

1. Product Inspection Before Shipping:

2. Return Terms:

3. Seller Responsibility:

4. Refund Policy:

Tax Policy:

1. Tax Collection:

2. Tax Documentation:

Shipping Policy:

1. Shipping Labels:

2. Shipping Times:

3. Shipping Costs:

4. Communication:

By adhering to these policies, sellers can create a positive wholesale selling experience on Ycart Marketplace, ensuring customer satisfaction and minimizing the likelihood of disputes.6.2 Excluded productsIf Seller is restricted from selling certain Products on the Ycart 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 Ycart Marketplace. Provided that if Seller removes a Product from the Ycart Site due to brand restrictions or because Seller is not an authorized reseller it will promptly notify Ycart Marketplace in writing of such removal. Upon Ycart Marketplace’s request, Seller will provide Ycart Marketplace with a list of all Products withheld from the Marketplace Program (including why such Product is being withheld).6.3 Changes to contentYcart 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 Ycart Marketplace will impose freezes on Content updates from time to time in connection with releases on the Ycart Site.6.4 Product listing conditionsYcart 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 Ycart Marketplace will impose freezes on Content updates from time to time in connection with releases on the Ycart Site.You understand that a listed product’s position on the marketplace is subject to other factors, including, but not limited to seller’s history, seller ratings, quick communication, delivery times, product price and shipping cost, product’s location, buyer’s location, search keyword, and user’s browser. You also understand that a product’s position in the marketplace cannot be permanent.

7. Product authenticity and safety

Authorization/AuthenticitySeller will only list authentic products through the Marketplace Program. 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. 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.

8. Fees and payments

8.1 Selling FeesWhen you make a sale on the Ycart marketplace, Ycart will earn a Selling Fee equal to a percentage of Sales Proceeds from each sale of Seller’s Products through the Ycart Site. The Selling Fee Percentages for Seller’s Products are specific to each Ycart category and are listed on the Seller Website. The Selling Fee Percentages are subject to change at any time, without prior notice to the Seller, and shall be eff¬ective as soon as the changes are reflected on the Seller Website. 8.2 Payment and payout termsAll payments made for purchased products on the Ycart platform shall be received and processed by Ycart on behalf of the Seller. Ycart will have exclusive rights to receive all payments for every product sold on the Ycart platform.Ycart shall credit the net proceed from the sale to the Seller’s provided account. The seller should note that selling fees, refunds to Buyers and other transactions are debited against amounts credited to the Seller account from sales and balances.Ycart Marketplace will make payment of the Seller’s Share for Orders that meet the deemed Completion criteria within 30 days of the transfer of funds to Ycart as received from the merchant bank.An Order is deemed complete only once:At Ycart, all payments to the Seller’s stripe account will be made by means of stripe transfer or a similar method. If Ycart Marketplace concludes that Seller’s actions and/or performance in connection with this Agreement may result in customer disputes, chargebacks or other claims, then Ycart may, in its sole discretion, delay initiating any remittances and withhold any payments to be made until such issue is resolved.Ycart reserves the right to put an account on hold or permanently suspend or disable accounts due to your breach of these terms and/or due to any inappropriate use of the website or the services.

9. Purchase/order processing, fulfillment and shipping

Orders Status UpdateCustomers purchasing Products through the Ycart Site will place Orders using the Ycart Site checkout and payment gateway. Ycart will collect all proceeds from such transactions on behalf of the Seller. Ycart Marketplace will make available on the Seller Dashboard all the Information that Ycart collects from the Buyer to manage all orders by the Seller.Sellers need to manage all Orders via the Seller Dashboard. The Seller Dashboard requires sellers to update the Order status for the duration of the Order and delivery process.Sellers will only receive orders that have been paid for in full and accepted by Ycart and the Seller is obligated to update the Order status to reflect the acceptance of such order by the Seller (which means a confirmation by the Seller that it has stock), via the Seller Dashboard within 24 (twenty-four) hours of receiving an Order during business hours or according to the stated product handling timeline for each product, as stated by the seller. Consecutive delayed order processing may lead to termination of the listing and/or Seller’s account.Sellers will only receive orders that have been paid for in full and The Seller shall bear the full risk in and to any valid cancellation of an Order by a Customer, and expressly acknowledges that Customers may have additional rights against the Seller as a result of the terms and conditions contained on the Ycart Site (if any).Fulfillment of OrdersOnce Ycart 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 Dashboard, including the accurate picking and packing of all applicable orders, including without limitation, any ad hoc customer service requests from Ycart Marketplace.If Seller cannot fulfill the entire quantity of a purchase order in an Order, then the Seller will (prior to acceptance) reject that purchase order through the Seller Dashboard, and thereafter fulfill all other items in the Order and promptly notify Ycart Marketplace of such rejection . If the Order consists of one purchase order item and theIf Seller cannot fulfill the entire quantity of a purchase order in an Order, then the Seller will (prior to acceptance) reject that purchase order through the Seller Dashboard, and thereafter fulfill all other items in the Order and promptly notify Ycart Marketplace of such rejection . If the Order consists of one purchase order item and the Seller cannot fulfill the entire quantity for, then the Seller will be expected to reject or cancel the entire Order on the Seller Dashboard and will provide any additional information that may be required by Ycart Marketplace. The cancellation must be initiated as soon as it becomes apparent that the full quantity cannot be fulfilled. The Seller acknowledges that they will bear all liabilities and consequences arising from the cancellation of the entire Order. Such liabilities may include, but are not limited to, compensating the buyer for any costs incurred, reimbursing Ycart Marketplace for any fees or charges associated with the cancellation, and any other financial or reputational consequences. The Seller agrees to indemnify and hold Ycart Marketplace harmless from any claims, losses, damages, liabilities, and expenses (including legal fees) arising out of or related to the cancellation of the entire Order.All packaging material needs to comply with the minimum packaging standards. Packaging material needs to comply with the minimum packaging standards and shall ship products safely and with protective packaging materials to avoid breakage or damages during shipping. 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 with the intention of circumventing the Ycart sales process.Timing of Order transmissionYcart Site may accept multiple di¬fferent payment methods from Customers and as such, the Seller acknowledges that not all payment methods are processed by the relevant merchant bank within the same day in which they were received, therefore the Seller may only receive notification of an Order after the date of the Order. The Seller accepts that it shall be obliged to honor all Orders based on the price and availability available on the Seller Website as of the date of Order, notwithstanding that the Seller may have only been notified of the Order after the actual date of Order. Shipping PolicyThe Seller shall handle its own shipping requirements subject to the terms below:Shipping Terms and Handling TimeSeller will ship each Product within the specified handling time as stated by the seller for each product after receipt of the Transaction Information from Ycart Marketplace. If Seller cannot meet this shipment Standard for any Product, it will provide Ycart Marketplace with email notification of such delay. If the Seller is unable to meet the agreed-upon shipment standard for any product, the Seller shall promptly notify the Ycart Marketplace of such delay. Notification shall be submitted via the Ycart Marketplace’s designated ticketing system. The Seller is responsible for regularly checking the communication channel for responses from the Marketplace. Notification Format: The Seller’s delay notification must include the following information:Communication Channel: The Seller agrees to use the Marketplace ’s official ticketing system for all delay notifications and related communication. The Seller acknowledges that regular checks on the ticketing system are essential to stay informed of any responses, instructions, or updates provided by the Marketplace. Consequences of Non-Compliance: Failure to adhere to the notification process outlined in this clause may result in penalties, including but not limited to late delivery fines, suspension of account privileges, or termination of the agreement. The Seller understands that timely and accurate communication regarding shipment delays is crucial to maintaining a positive business relationship with the Marketplace.Seller will be fully liable for any fines, costs or expenses brought by a third party resulting from any failure to meet up with the delivery for any Product. The Seller will indemnify and hold harmless Ycart 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.Ycart Marketplace will provide Seller with information on the status of Orders through the Seller Dashboard. Seller will be solely responsible for reviewing, and managing the shipping of the ordered items. Seller may charge buyers for shipping fees, pay for it on behalf of the buyer or bundle in and include shipping cost by adding reasonable shipping and handling fees to the sale price in order to cover the costs for packaging and shipping the item sold to the buyer.Seller Shipping Options and Responsibilities: Shipping Method Options: The Seller acknowledges and agrees that there are two distinct options available for shipping products to buyers through the Marketplace: a. Self-Ship Option:b. Ycart Marketplace Partner Carriers Option:Responsibility for Marketplace Purchased Labels: If the Seller elects to purchase shipping labels through the Marketplace’s partner carriers, the Seller explicitly understands and agrees:Cost Bearing Clarification: The Seller acknowledges that choosing the Marketplace’s partner carriers for label purchase may result in additional costs compared to self-shipping. The Seller is encouraged to carefully consider the most cost-effective and efficient shipping method for their products.Billing and Payment: Any fees incurred for purchasing shipping labels through the Marketplace will be deducted from the Seller’s account balance or invoiced accordingly.Tracking Number Requirement: Self-Ship Option Tracking Requirement: If the Seller chooses the self-ship option and utilizes their own carrier and shipping labels, the Seller agrees to the following:Ycart Marketplace Partner Carriers Option: If the Seller chooses to purchase shipping labels through the Ycart Marketplace’s partner carriers, the tracking number associated with the label will be automatically linked to the order. In such cases, the Seller is not required to manually submit tracking information.Consequences of Non-Compliance: Failure to provide accurate and timely tracking information for orders shipped using self-purchased labels may result in consequences such as delayed payment processing, temporary suspension of selling privileges, or other actions deemed appropriate by the Marketplace.Customer Communication: The Seller acknowledges that providing tracking information is a crucial element of maintaining open communication with customers and ensuring a positive buying experience on the Marketplace.Order Returns, Refunds and Cancellations:Subject to the Ycart refund policy, and without limiting any of your obligations herein this agreement, we may accept, calculate, and process cancellation, returns, refunds and modification requests from buyers for the benefit of the buyers at our sole discretion without prior permission from you as a seller to do so. In the event that we issue a refund to a customer by ourselves, you as a seller shall be responsible for reimbursing us for such refund made to the customer. Such reimbursement shall be made through the deduction of the refunded amount from your sales proceed, charging your account, or by you making direct payments to us or via any such means that we may make available to you.Subject to the Ycart refund policy, and without limiting any of your obligations herein this agreement, we may accept, calculate, and process cancellation, returns, refunds and modification requests from buyers for the benefit of the buyers at our sole discretion without prior permission from you as a seller to do so. In the event that we issue a refund to a customer by ourselves, you as a seller shall be responsible for reimbursing us for such refund made to the customer. Such reimbursement shall be made through the deduction of the refunded amount from your sales proceed, charging your account, or by you making direct payments to us or via any such means that we may make available to you.Seller will be responsible for all exchanges and replacements, where applicable.Forward and backward cost bearing including shipping and product chargesUnderstanding returns options available for seller:Benefits of Free Returns:Important Note to Sellers:By adopting a transparent and customer-centric approach to returns, sellers aim to create a positive shopping environment that benefits both the business and its customers.Errors in Delivery, nonconformities and recallsWhen making use of the platform, you shall be responsible for any error in connection with the delivery of your products purchased by a customer through the platform. You shall also be responsible for product defects and nonconformity in any private or public recall of, or safety notice of any of your products sold through the platform. And you the seller will make a prompt attempt to notify Ycart and the Customer of any such safety notice or recalls as soon as you become aware of them.Recalled Products:In the event that any product listed by the Seller on the Ycart Site is subject to a product recall, the Seller agrees to promptly and effectively address the recall in accordance with applicable laws and regulations. The Seller shall take the following actions:

10. Customer Service and terms

Seller will always represent itself as a separate entity from Ycart Marketplace and Ycart when providing customer service for its Products sold through the Ycart Site. For the sake of clarity, the Seller may contact the Customer for order fulfillment or product-related recalls. The Seller shall not be entitled to contact the Customer directly under any circumstances other than as stated above without having first obtained Ycart Marketplace’s prior consent.Penalty for Unauthorized Direct Communication:In the event that the Seller contacts the Customer without obtaining prior consent from the Marketplace, the following penalties shall apply:a. First Offense:b. Second Offense:c. Subsequent Offenses:Neither Party will disparage the other party or its affiliates or its or their products or services when performing obligations under this Agreement.

11. Customer Service and terms

ReportingSeller will, within a reasonable period of time, not to exceed thirty (30) days, following a request from Ycart Marketplace, make commercially reasonable efforts to provide Ycart Marketplace with any reports, information or other documentation relating to Seller’s compliance with this Agreement and applicable Law reasonably requested by Ycart Marketplace; provided, however, that in the event Ycart Marketplace requests that Seller provide Ycart 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 Ycart Marketplace’s written request. Audit rightsSeller is expected to keep accurate and complete books, records and accounts related to Marketplace Program transactions and this Agreement, and will allow Ycart 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 Ycart Marketplace to confirm Seller’s compliance with the terms of this Agreement and applicable law.CertificationsUpon Ycart Marketplace’s request, Seller will provide Ycart Marketplace with written certification from an officer of Seller stating that Seller has complied with any of Seller’s obligations under this Agreement, including, for example, and without limitation, compliance with the consumer product safety commission regulations, authenticity of Products, or restrictions on the use of Transaction Information.

12. Representations and warranties

Each Party hereby represents and warrants to the other Party the following:AuthorityThe 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 ConflictsNeither 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.Seller hereby represents and warrants to Ycart Marketplace the following:Power and authoritySeller 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 LawsSeller and all of its employees, subcontractors, agents and suppliers will comply with all applicable laws, 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 laws. Products will not be produced or manufactured by child labor or forced labor.ContentYou understand that by providing content on the Ycart Marketplace, all such Content will be truthful and accurate. Content will not:ProductsSeller will only offer Products for sale on the Ycart Site that may be sold and shipped in line with Ycart’s prohibited products information. Seller will not offer for sale any Products through the Ycart Site that Ycart Marketplace indicates as prohibited, including without limitation, the Prohibited Products List available on Ycart Sellers Website. The list of Prohibited Products may be updated by Ycart from time to time and Ycart will notify Seller of such updates by updating the list on the Seller Website.Ongoing WarrantiesExcept 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.

13. Control of the Ycart site

Ycart has the sole right to determine the content, appearance, design, functionality and all other aspects of the Ycart Site, including, without limitation, all content provided in connection with the sale of Products sold by Seller through the Ycart Site. In line with the terms of this Agreement, Ycart reserves the right to delegate or assign any of its rights and responsibilities in part or in whole.Ycart Marketplace may suspend or remove any Product listing or display of Content or refuse to list any Products in its sole discretion and Ycart Marketplace may require Seller to exclude any Products from the Ycart Site. If Ycart Marketplace requests that Seller remove Products from the Ycart Site, Seller will make commercially reasonable efforts to remove those Products by unpublishing or retiring such Products through the Seller Website within twenty four (24) hours of such request so such Products no longer appear for sale on the Ycart Site and Seller will not include such removed Products on the Ycart Site at any time unless the inclusion of such Products is specifically authorized by Ycart Marketplace in writing.Ycart Marketplace will have sole control of any marketing of:

14. Ownership and use of transaction information

Ycart 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:

15. Taxes

Seller acknowledges and agrees that Seller is solely responsible(a) for all tax liability associated with payments received from Seller’s Clients and through Ycart, and that Ycart will not withhold any taxes from payments to Seller; (b) for determining whether Seller is required by applicable law to issue any particular invoices for the Seller Fees and for issuing any invoices so required;(c) for determining whether Seller is required by applicable law to remit to the appropriate authorities any value-added tax or any other taxes or similar charges applicable to the Seller Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; andhe Seller Fees and for issuing any invoices so required;(d) if outside of the United States, for determining if Ycart is required by applicable law to withhold any amount of the Seller Fees and for notifying Ycart of any such requirement and indemnifying Ycart for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event Ycart requires information on details of such information from the seller, the seller agrees to promptly provide any and all requested documents in reference to this matter.

16. Ratings and reviews

Ycart 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 Ycart Marketplace may make these ratings publicly available. Ycart 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 Ycart Site.You agree that you shall not make an attempt to influence or manipulate customer’s review or rating. You agree not to pressure a buyer into writing only positive reviews or pay for getting reviews on a product.

17. Suggestions and feedback

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 Ycart Marketplace in connection with or related to any Ycart Site or The Marketplace Program (including any related technology), Ycart 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 Ycart Marketplace’s systems and customers, or to ensure the integrity and operation of Ycart Marketplace’s business and systems, Ycart Marketplace may access and disclose any information Ycart Marketplace considers necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content.From time to time, we may provide suggestions on how to make use of our service. Your use of such suggested information shall be at your own risk, we shall not be responsible for how you make use of such suggestion or the outcome of your use of such suggestion.

18. User-generated content and other submissions

We may permit you from time to time to submit, upload, publish, or otherwise make available textual, audio, and/or visual content and information, including commentary and feedback related to the Services, or initiation of support requests (User generated content). addresses and traffic information, usage history, and posted content.Please be aware that user-generated contents shall be considered non-confidential and non-proprietary; and that by posting, inputting, uploading, sharing, providing or otherwise submitting any user generated content to the Ycart site, you understand and agree that you grant us a worldwide, non-exclusive, irrevocable, royalty-free sublicensable (through multiple tiers) and transferable right and license to reproduce, use, publish, distribute, edit, modify, translate and reformat, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the Internet, broadcast television or any other uses or media (including any or all existing and future social media platforms) such user-generated content, in whole or in part, including existing and future rights that Ycart (or its successor) may otherwise become entitled to that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed in the future.Social Media UsageBY UPLOADING PRODUCTS IMAGES AND ITS RELATED CONTENTS EACH USER AGREES TO PROVIDE Ycart AND ITS AFFILIATES WITH AN UNRESTRICTED, IRREVOCABLE, ROYALTY-FREE, PERPETUAL, TRANSFERABLE, WORLDWIDE LICENSE TO USE THE UPLOADED IMAGE(S) AND ITS REALTED CONTENTS IN ANY AND ALL MARKETING MATERIALS, ON SPONSOR’S WEBSITES, AND THROUGH ALL SOCIAL MEDIA CHANNELS. EACH USER REPRESENTS AND WARRANTS THAT UPLOADED IMAGES DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, COPYRIGHTS AND TRADEMARK RIGHTS.You also grant us the right to sub-license these rights, and the right to bring an action for infringement of these rights. As between you and Ycart, you agree and represent that you own or otherwise control all of the rights to the contents that you provide onto the Site and that such content must not be unlawful, illegal, must not infringe on any third-party legal rights, and must not have the capacity of bringing about any legal action; whether against you or us.We shall have no obligation to monitor the contents provided by the Site users, nor shall we have an obligation to remove any User-generated content that you have opted to input and share on our Site. However, we have the exclusive right to review any material posted to the Site and to remove any materials at our sole discretion. We reserve the right at all times to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any User generated content or other materials, in whole or in part, in our sole discretion.We do not control or endorse the content, messages or information found in any User generated section and, therefore, we specifically disclaim any liability with regard to them and any actions resulting from what you do with any of such content.In connection with your content made available on the Ycart Service, you affirm, represent, and warrant that:You are solely responsible for all content that you upload, post, publish, display or email via the Service. Ycart does not endorse any User generated content, submission, opinion, recommendation, or advice expressed therein, and Ycart expressly disclaims all responsibility or liability in connection with User content or submission(s). You acknowledge the global nature of the Internet and you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.

19. Acceptable use policy

As a Seller on the Ycart marketplace, you agree, undertake and confirm that your use of the platform shall be strictly in accordance with the following binding guidelines. You shall not host, display, upload, modify, publish, transmit, update or share any information which:By making use of the Ycart marketplace, you understand and agree that we have the right to monitor your access and use of the platform for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any content to be objectionable or in violation of these Terms. We also have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the terms herein.

20. Confidential information and information security

ObligationsBoth 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: 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:Seller agrees that Ycart Marketplace may share Seller’s Confidential Information with its Affiliates for internal use only. ExceptionsThe obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate: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:You agree that all confidential information made accessible to you through your use of the service shall be and remain the property of Ycart.You agree that you may not send inappropriate or unsolicited messages to a customer. You shall not attempt to contact a customer outside of the platform for marketing purposes or attempt to circumvent the Ycart sales process.(i)   Consent to monitoring and recording of callsYcart may, in its own discretion and without further notice or warning to you, monitor and/or record telephonic communications (all incoming calls to us and outgoing calls from us) for our business purposes, such as, but not limited to, quality control, fact verification and training purposes and to help protect our rights and the rights of others, and you hereby consent to such monitoring and recording (ii)   Consent to electronic transaction and disclosuresYcart may, in its own discretion and without further notice or warning to you, monitor and/or record telephonic communications (all incoming calls to us and outgoing calls from us) for our business purposes, such as, but not limited to, quality control, fact verification and training purposes and to help protect our rights and the rights of others, and you hereby consent to such monitoring and recording You expressly consent to be contacted by us, our agents, representatives, or anyone calling on our behalf for any and all purposes, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using an auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text.You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice and auto-dialed) from us, our agents, representatives, or anyone calling on our behalf at the specific number(s) you have provided to us, or numbers we can reasonably associate with your account

21. Copyright and intellectual property infringement claim and notification (DMCA)

Ycart respects the intellectual property of others and asks its users of the platform to do the same. Ycart’s Service may not be used to transmit, retransmit, distribute, post, or store any material that is in violation of any rights of any person including rights protected by copyright, trade secret, patent, or other intellectual property or similar laws or regulations.Ycart has established procedures for enforcing this statement which is designed to be in accord with the Digital Millennium Copyright Act of 1998 (the “DMCA”). If you believe that your copyrighted work has been copied and is accessible on any of Ycart’s Services in a way that constitutes copyright infringement, please notify us by sending us an email at info@ycart.sa.Notification of alleged copyright infringementIn order to be valid, the notification must be in writing and must contain the following information: Counter notification of alleged copyright infringementIf you believe that your content on the Ycart marketplace was wrongly taken down or disabled by a DMCA takedown, you have the right to contest such takedown by submitting a counter notice to us. Your counter notice must contain the following information and sent to our email atinfo@ycart.sa.Upon receipt of a counter notice from you, Ycart may provide a complete unredacted copy of your counter notice to the complaining party and inform the complaining party that Ycart may restore the disabled content. unless the complaining party files an action seeking a court order against Ycart, the disabled content may be restored by Ycart. Please note that Ycart exercises little discretion in the whole DMCA process other than determining whether notices meet the minimum requirement as detailed above. You also understand that: (i) any person who knowingly misrepresents to Ycart that material is infringing shall be liable to Ycart and/or the alleged infringer for any damages (including costs and attorneys’ fees) suffered or incurred by Ycart and/or the alleged infringer as a result of Ycart’s reliance on such misrepresentation and removing or disabling access to such material. ii) Similarly, any person who knowingly misrepresents to Ycart that the material was removed or access blocked by mistake or misidentification shall be liable to Ycart and/or the copyright owner or its authorized licensee for any damages (including costs and attorneys’ fees) suffered or incurred by Ycart and/or the copyright owner or its authorized licensee as a result of Ycart’s relying on such misrepresentation and replacing such removed or blocked material.

22. Term termination and suspension

TermThis Agreement will apply to the Seller from the moment of registration on or use of the Seller Dashboard and/or the Ycart Marketplace Program, and shall continue to apply for so long as the Seller remains part of the Marketplace Program;Seller acknowledges and agrees that Ycart Marketplace may amend and/or replace this Agreement at any time in its sole discretion, and by continuing to have products listed as active on Ycart Marketplace, the Seller shall automatically be bound by the latest Agreement.Termination for ConvenienceEither Party may terminate this Agreement for any reason by giving 48 (forty-eight) hours prior written notice to the other Party. Post-Termination ObligationsSeller will continue to have obligations under this Agreement after the termination of the Agreement, including without limitation, the obligation to: SurvivalThe provisions of this Agreement which by their nature are intended to survive termination of the Agreement will survive its termination.

23. Indemnification

Indemnification ObligationsSeller will defend, indemnify and hold harmless Ycart Marketplace and its Affiliates and each of their respective stakeholders, 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: Procedure for IndemnificationUpon receipt of the notice, from whatever source, of Claims against Ycart Marketplace for which Seller is obligated to indemnify Ycart Marketplace, Seller immediately will take necessary and appropriate action to protect Ycart Marketplace’s interests with regard to the Claims. Ycart Marketplace will notify Seller of the assertion, filing or service of any Claims of which Ycart Marketplace has the knowledge, as soon as is reasonably practicable. Seller will use counsel reasonably satisfactory to Ycart Marketplace to defend each Claim. Conflict Notwithstanding the foregoing, however, if Ycart 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 Ycart Marketplace di¬fferent from or in addition to those available to Seller, then, at Seller’s expense, counsel for Ycart Marketplace will be entitled to conduct a defense to the extent Ycart Marketplace reasonably determines necessary to protect the interest of Ycart Marketplace.If Ycart Marketplace, in its sole discretion, determines that the counsel provided by Seller to defend Ycart Marketplace is unacceptable or that a conflict of interest exists between Ycart Marketplace and counsel, Ycart Marketplace may request that Seller replace the counsel. If Seller fails to timely replace counsel, Ycart Marketplace may replace the counsel and, as part of Seller’s indemnification obligation to Ycart Marketplace, Seller will pay to the new counsel, or reimburse Ycart Marketplace, any and all fees and expenses as to the new counsel, including any and all expenses or costs to change counsel.SettlementSeller, in the defense of any Claim, will not, except with the prior written consent of Ycart Marketplace, consent to entry of any judgment or enter into any settlement with respect to such Claim.

24. Warranty disclaimer

THE Ycart MARKETPLACE IS PROVIDED AS-IS AND WITHOUT WARRANTY. Ycart MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED. WE STRIVE TO PROVIDE OUR MARKETPLACE 24 HOURS A DAY 365 DAYS A YEAR, BUT WE DO NOT GUARANTEE OUR MARKETPLACE WILL ALWAYS BE AVAILABLE. Ycart WILL NOT BE LIABLE FOR ANY LOSS DUE TO OUR MARKETPLACE NOT BEING AVAILABLE. Ycart WILL NOT BE LIABLE FOR ANY LOSS DUE TO ERRORS IN OUR SOFTWARE OR THE SOFTWARE OF OTHERS THAT WE USE.NEITHER Ycart, Ycart MARKETPLACE, NOR ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, THAT THE Ycart SITE, THE MARKETPLACE PROGRAM, ANY SELLER WEBSITE, SERVICES PROVIDED BY Ycart 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 Ycart 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 Ycart, Ycart 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 Ycart SITE PURSUANT TO THIS AGREEMENT, AND ALL SUCH SERVICES PROVIDED BY Ycart MARKETPLACE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. YOU UNDERSTAND THAT YOUR USE OF THE Ycart SITE, THE SERVICES INCLUDING ALL SOFTWARES, CONTENTS, FUNCTIONS, MATERIALS, INFORMATION AND THE SELLER PORTAL IS AT YOUR OWN RISK.Ycart 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.SELLER WARRANTS THAT 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 OFFER, SALE, SHIPPING AND DELIVERY OF ALL PRODUCTS WILL COMPLY WITH ALL APPLICABLE LAWS.IN THE EVENT THAT A DISPUTE ARISES BETWEEN SELLER AND BUYER OR OTHER USERS OF THE PLATFORM, EACH PARTY AGREES TO RELEASE Ycart AND FROM ANY AND ALL FORMS OF DEMANDS, CLAIMS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL, KNOWN AND UNKNOWN, DISCLOSED AND UNDISCLOSED, SUSPECTED OR UNSUSPECTED) ARISING FROM SUCH DISPUTE BECAUSE Ycart IS MERELY PROVIDING A PLATFORM FOR USER. Ycart IS NOT INVOLVED IN THE TRANSACTION BETWEEN USERS OF THE PLATFORM.

25. Limitation of liability

No Consequential DamagesIN NO EVENT SHALL Ycart OR Ycart MARKETPLACE BE LIABLE TO SELLER OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: Monetary CapIN NO EVENT SHALL Ycart 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 SELLING PERCENTAGE FEES PAID BY SELLER TO Ycart MARKETPLACE PURSUANT TO THIS AGREEMENT DURING THE SIX 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.

26. Insurance, risk, and ownership

Seller will maintain, at Seller’s expense, commercial general, umbrella and/or excess liability in the aggregate covering liabilities caused by or occurring in connection with this Agreement or Seller’s business (including without limitation, product, completed operations, hijacking, overturning and bodily injury), or as otherwise required by Ycart Marketplace from time to time. All such policies will be occurrence-based, will include Ycart Marketplace as an additional insured, and will contain a waiver of subrogation.The Seller acknowledges that it shall retain all risk in and to the Products until the Products have been delivered to the Customer.Ownership in and to the Products shall pass to the Customer when the Products have been delivered to the Customer.Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Ycart with written notice of your desire to do so by email at info@ycart.sa within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Ycart with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Ycart with an Arbitration Opt-out Notice, will be the state and federal courts located in the state of New Jersey and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Ycart with an Arbitration Opt-out Notice, you acknowledge and agree that you and Ycart are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Ycart otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms(iii) Arbitration RulesThe arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available atwww.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.(iv) Arbitration ProcessA party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration form and a separate form for Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.(v) Arbitrator’s DecisionThe arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Ycart will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.(vi) FeesYour responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $5,000, Ycart will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).(vii) ChangesNotwithstanding the provisions as regards how we can make changes to these Terms, if Ycart changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info@ycart.sa ) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Ycart’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Ycart in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms)

27. General Provisions

AssignmentSeller 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 Ycart 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 Ycart Marketplace’s prior written consent will be null and void.Integrated Agreement This Agreement, including all references 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.Amendments/changes to this Agreement Ycart Marketplace may amend the terms of this Agreement (including without limitation, any additional policy hereto) from time to time and will either post such amendments to the Seller Website (“Amendment Notice”). If Seller objects to any amendment to the terms of this Agreement (including any additional policy 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.The contents of this Seller Website may include technical inaccuracies or typographical errors. We may publish changes to the contents at any time without prior notice to you. We may also make improvements and/or changes in the products and services and/or the features described herein at any time without prior notice to you. We shall have the right to revise and edit these contents at any time. By linking, accessing, browsing, and/or using this Marketplace, you agree to be bound by any such revisions.BECAUSE OUR SERVICES ARE EVOLVING OVER TIME WE MAY CHANGE OR DISCONTINUE ALL OR ANY PART OF THE SERVICES, AT ANY TIME AND WITHOUT NOTICE, AT OUR SOLE DISCRETION.WaiverNo 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. We do not guarantee that well will pursue legal actions against all breaches of this Seller agreement.SeverabilityIf 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.Severability Where any provision of this Agreement constitutes a provision in favor of Ycart, such provision shall constitute a stipulatio alteri capable of acceptance by Ycart at any time.HeadingThe section headings herein this Agreement are included for ease of reference and convenience only and shall not be given any legal import nor shall it have any binding effect.Independent ContractorsYcart 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 Ycart Marketplace. Seller’s personnel will not be considered employees of Ycart Marketplace, will not be entitled to any benefits that Ycart Marketplace grants its employees and will have no authority to act or purport to act on Ycart Marketplace’s behalf.Seller shall have no authority, express or implied, to enter into contracts with third parties or make representations on behalf of Ycart without our express written consent. You understand and accept that as an Independent Contractor, you shall be solely responsible for all self-employment taxes and any federal, state and local taxes or fees that may arise from the independent contractor relationship.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 Ycart Marketplace for any purpose, Seller will indemnify, defend and hold harmless Ycart 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.PublicityExcept 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, Ycart Marketplace will have the right to refer to Seller as a participant in the Marketplace Program in marketing and promoting the Marketplace Program and while promoting products on social media and other marketing platforms known now or that will become available in the future.NonexclusiveEach 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.Force MajeureNotwithstanding 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.Ycart also reserves the right to modify, suspend, or cease to operate entirely in the event where operations become inoperable. We shall not be liable to you for any liability or impact that any of such modifications to, or cessation of the Ycart Seller program may have on you.Website crash, outages, or downtimeYcart does not warrant that the Marketplace will be uninterrupted or available at all times and as such, unscheduled and scheduled interruptions may occur. From time to time, interruptions, delays, crashes, outages, errors or other hindrances in providing the Services may occur due to a variety of factors, of which some may be outside of Ycart’s control, and some which may require or result in scheduled maintenance or unscheduled downtime of the marketplace or the Services in general (collectively, “Downtime”). In the event of scheduled maintenance or downtime, Sellers may be notified and we shall endeavor to complete such scheduled maintenance as quickly as we can. However, in the event of an unscheduled downtime such as a crash, we shall endeavor to reasonably resolve such a problem and restore the service as quickly as we can. During these unscheduled or scheduled downtimes, Sellers may be unable to transmit or receive data through the Marketplace.You understand and agree that Ycart will not be liable or responsible for any inconvenience or losses to you for: (a) the unavailability of any part or all of the Ycart Sites, services and platform; (b) any or all loss of data, information or materials caused by such unscheduled or scheduled system outages; (c) the resultant delay, non-delivery or mis-delivery of any or all data, information or materials caused by such unscheduled or scheduled system outages; (d) website downtime, server crash, hacks, bugs, website crash, etc., we will do our best to bring it back but that is upon Ycart to do so and sellers does not and shall not have any control in such matters; or (e) any unscheduled or scheduled outages caused by any third parties, including without limitation any companies or servers hosting any of the Sites, any Internet service providers or otherwise.On the Seller Website, Seller is solely responsible for maintaining the security of its password for any Seller Website 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 Ycart Marketplace and fully cooperate with Ycart Marketplace in investigating and preventing any further breach to Ycart Marketplace’s systems. Ycart Marketplace shall not be liable to the Seller for any Losses it may su¬er as a result of the Seller Website being unavailable for any reason.

28. Questions or complaints?

Feedback, comments, requests for technical support, and other communications relating to the Services should be directed to us. Please contact us atinfo@ycart.sa.