MERCHANT USER AGREEMENT

This merchant user agreement (the "Agreement") is made between you or the business you represent and Red Mile Interactive General Trading LLC, a company registered under the laws of the United Arab Emirates, with registered offices at Business Central Towers, Media City, Dubai U.A.E, P.O Box 95946, (referred to in this Agreement as the “Company”, “we” and“ us”). This Agreement contains the terms and conditions that govern your access to and use of the services offered by us in connection with the website www.TAQTAQ.com (the “Website”).
As used in this Agreement, references to “you” and “your” means the business which you represent.
All other capitalised terms used in this Agreement shall have the meanings given to them in the definitions section at the end of this Agreement.
Where this Agreement is entered into online it shall be effective upon you submitting the registration form andour written confirmation to you that the registration process has been successfully completed. Where you execute a hard copy of this Agreement, this Agreement shall be effective on the date of signature by our authorized representative.
The Company reserves the right to modify or amend the terms of this Agreement from time to time. You are advised to check this Agreement periodically to ensure that you are aware of and are complying with the current version. Changes to this Agreement will take effect immediately on the posting of the updated terms on the Website. You agree that you will be bound by such changes to this Agreement and that by continuing to use the Services and accessing the Website, you will be deemed to agree to and be bound by any such amendments. The last date on which this Agreement was updated is stated at the end of this Agreement.
  1. About the Website
    1.1 The Website is a marketplace platform that allows you to advertise and sell your Products to Customers based in various different locations around the world. As a marketplace, we will not contract with you for the purchase of the Products. Where you sell an item on the Website, you will be entering into a contract directly with the Customer (and not the Company). By registering as a Merchant with us you confirm that you wish to receive the Services.
    1.2 Via the Website, the Company aims to provide you with an easy to use retail platform to expand your business and sell Products. The Company does not review the payments by Customers for Products and at no time does the Company assume any liability for any payments due by Customers to you.
  2. Eligibility
    2.1 In order to become a Merchant you must complete the Merchant Registration Process and you must meet the following criteria:
    (a) if you are an individual, be 18 years old or older based on the age of majority in your jurisdiction in order to validly enter into this Agreement, and holds a valid trade license; and
    (b) have a valid PayPal Merchant Account.
    2.2 The Website is integrated with PayPal. If you do not already have a PayPal Merchant Account you can follow this link to open an account PayPal.com. Please note that you will be bound by PayPal's terms and conditions which apply to the set-up and operation of your PayPal Merchant Account.
  3. Merchant Registration Process
    3.1 We will ask you to provide a range of information pursuant to the Merchant Registration Process. You must ensure that the information you provide is complete, accurate and not misleading in any way.
    3.2 We reserve the right tocarry out due diligence on you or the company you represent to confirm the accuracy of the information you provide. Such due diligence may involve contacting you directly, contacting third parties to verify your existence and the details provided by you in the Merchant Registration Process, or may involve us carrying out research using publicly available resources.
    3.3 If, for any reason in our sole discretion, we consider that the information you provide pursuant to the Merchant Registration Process is false or inaccurate or we are otherwise not sufficiently satisfied of your standing we reserve the right to reject your application to become a Merchant without assuming any liability to you.
    3.4 Upon successful completion of the Merchant Registration Process, we will issue you a written email confirmation following which you may benefit from the Services. We will provide you with log-in details to the Website and you will be prompted to select a secure password. You are solely responsible for all activities that occur in connection with your log-in details for the Website. Accordingly, you must not disclose your log-in details to any third party and should take steps to protect the confidentiality of your log-in details and password. You must immediately notify us if you become aware of any disclosure, loss, theft or unauthorised use of your log-in details or if you become aware of any unauthorised access to the Website or your Merchant Dashboard.
    3.5 You shall ensure that the information we hold for you or the company you represent is accurate, complete, and up to date at all times. In the event of any change to your pertinent information, you agree to notify us with the updated information in writing as soon as possible.
    3.6 We reserve the right to cancel or suspend the Services at any time if you fail to comply with the terms of this Agreement.
  4. Listing Products
    4.1 Each sale of a Product made on the Website is a sale between you and the Customer directly. We act as a passive conduit only. You will be free to determine what Products you make available to Customers, provided that they comply with the terms of this Agreement. You shall not under any circumstances offer any Prohibited Products for sale on the Website.
    4.2 We shall have no liability for the Products you list or the accuracy or content of your Listings and it shall be for you to determine whether or not a particular Product, may incur liability to third parties. You will be solely responsible for:
    (a) uploading the details of the Products to the Website by submitting the Listings;
    (b) managing, reviewing, updating and otherwise controlling the inventory of Products;
    (c) accepting, processing and fulfilling Customer orders for the Products; and
    (d) handling any customer inquiries, refunds, recalls, complaints, or disputes arising from orders or sales generated for the Products.
    4.3 We may, in our sole discretion, assist in the resolution of disputes which arise between you and a Customer where we consider it appropriate but we shall be under no legal obligation to do so.
    4.4 In order to list a Product, you must provide an accurate and complete Listing and submit each Listing through your Merchant Dashboard.
    4.5 If we consider, in our sole discretion, that any Products or Listings: (i) contravene the terms of this Agreement; (ii) may damage our reputation or that of the Website; (iii) may create liability for us; or (iv) may harm a Customer or may offend users of the Website, then you acknowledge that we may take any action which we believe reasonably necessary in the circumstances, including removing the Listing or suspending your access to the Services.
  5. Products
    5.1 You agree that the nature and quality of all Products and all related advertising and other promotional materials shall be of a high standard so as to enhance the reputation of and goodwill pertaining to the Website.
    5.2 You agree not to mention or advertise your website address, contact details, address, or any similar information on Product images or within the content of the Product descriptions. We may remove any images or content that include any kind of advertisement at our sole discretion.
  6. Merchant Promise
    6.1 You undertake and represent, both to us and to all Customers, that for the term of this Agreement:
    (a) you have valid legal title to the Products or you are an authorised reseller of the Products and are entitled to advertise and sell the Products on the Website;
    (b) you are able to transfer title in the Products to the Customer free from any outstanding pledge, mortgage, lien, charge or encumbrance of any kind whatsoever;
    (c) the Products will be genuine, bona fide products and will not infringe any third party's intellectual property rights;
    (d) the Products are covered by the original manufacturer's product warranty and such warranty will be honored by the manufacturer;
    (e) any Listing you upload to the Website shall accurately describe the Product and shall be complete and not misleading or otherwise deceptive in any way;
    (f) any Listing uploaded to the Website, Products, packaging and other materials made available by you on the Website or provided to a Customer, shall be fully compliant with the Applicable Law;
    (g) you shall not advertise, offer for sale, sell or deliver any Prohibited Products on the Website;
    (h) all Products shall be safe, fit for purpose and, where required by Applicable Law, bear appropriate labelling and designations;
    (i) the Products are in existence, available for purchase by the Customer and you will be able to meet orders from Customers for the Products; and
    (j) the price set out in the Listing for the Products shall not be altered while the Product is advertised on the Website, unless to correct a pricing error. In the event that you upload a Listing for a Product which features a pricing error, depending on the contract with the Customer, you acknowledge that you may be required to honour orders for the Product submitted at the erroneous price.
    6.2 Unless we have agreed with you in advance and in writing to the contrary, you represent and undertake to us that;
    (a) the Products will be physically in your possession at the time of sale to Customer; and
    (b) the place of supply of any Products shall be the country in which you are located.
  7. Compliance with the Law
    7.1 You assume full responsibility for compliance with the Applicable Laws in connection with the advertising and sale of the Products on the Website, including those relating to minimum age, labelling requirements, product liability, intellectual property rights, clearance in the Products, health and safety, public decency and export and re-export requirements.
  8. Fees and Payment Process
    8.1 You must have a PayPal Merchant Account in order to become a Merchant. All payments received from Customers or payable by you in connection with the Services must be processed via your PayPal Merchant Account.
    8.2 The Company will not at any time have control over or access to payments made by a Customer for a Product. All payments shall be processed directly by our payment service provider PayPal Pte. Ltd or PayPal. Where a Customer offers to purchase a Product on the Website, the Customer shall be redirected to PayPal's website to arrange payment of the purchase price to you. All payments processed by PayPal will be subject to the terms and conditions and associated policies entered into between you and PayPal.
    8.3 We will not be liable to you if a transaction on the Website is not concluded because it does not satisfy PayPal's terms and conditions or applicable policies or if the payment services operated by PayPal are unavailable for any reason.
    8.4 The Services are currently offered without charge but we reserve the right to charge a per transaction fee for sales of Products made on the Website. In such event we shall notify you in advance and in writing. If you do not agree to the proposed fees you should notify us in writing and we will cancel the Services. Any continued use of the Website after such notification shall constitute your acceptance of and willingness to be bound by the change.
    8.5 You shall be solely responsible for all fees and taxes which become payable pursuant to your receipt of the Services. All payments due shall be payable to us in full on the date request for payment is made via your PayPal Merchant Account. All fees paid by you in connection with the Services shall be non-refundable.
    8.6 If you fail to pay any fees due upon the due date for payment, we may re-attempt to collect the amount due up to three further times before suspending or terminating the Services.
    8.7 You will be responsible for the collection, reporting and payment of all taxes, fees, duties, and charges relating to the sale of the Products on the Website.
  9. Intellectual Property and Licenses
    9.1 All intellectual property rights and goodwill in or relating to the Services and the contents of the Website, including in the text, graphics, logos, lay out, button icons, images, operating software and in the form, arrangement and design of the Website belong to us or our third party licensors, unless otherwise stated.
    9.2 You retain all right, title and interest in and to the intellectual property rights embodied in your Listing, photographs or videos uploaded on the Website, and your trademarks. You hereby grant to us or shall procure the grant of a non-exclusive, royalty-free, sub-licensable, irrevocable licence for the term of this Agreement to reproduce, distribute, create derivative works of, transmit and publicly display all materials included in the Listings and all other materials you upload to the Website or supply to us in connection with the Services to allow us to perform our obligations and provide the Services pursuant to this Agreement.
    9.3 Where you upload an image, photograph or video of any recognisable person to the Website, you warrant that you have obtained their prior written consent to upload and display their image on the Website.
    9.4 Any use of our trademarks and any related goodwill shall inure to our exclusive benefit. Nothing contained in this Agreement or on the Website should be construed as granting any licence or right to use any of the trade marks without the permission of the owner. In particular the names and logos of the Company and Website may not be used by you in any way including in advertising or publicity in respect of the distribution of any of the information contained on the Website without the Company's prior written approval. Copying and printing of those web pages which contain the trade marks is permitted within the scope of the licence contained below.
    9.5 You shall not directly or indirectly use or attempt to register any trade marks which are identical or confusingly similar to our trademarks or those of our affiliated companies (including any phonetic or visual equivalent in another language), in any way which might prejudice their distinctiveness or validity, or cause deception or confusion amongst consumers.
    9.6 Subject to the terms and conditions of this Agreement, we grant to you (or shall procure the grant to you of) a non-exclusive, non-transferable, revocable, royalty-free licence to access the Website solely to the extent necessary to allow you to receive the Services, including for the purpose of listing and selling the Products. You shall also be permitted to print or download to your hard drive or other storage device extracts from the Website for your own internal business use.
    9.7 Except as expressly permitted in this Agreement, you will not either directly or through a third party:
    (a) copy, reproduce, modify, adapt, transmit, store, create derivative works, incorporate in any other website, electronic retrieval system, publication or other work any part of the Website or our intellectual property rights in the Services;
    (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Website or the Services; or
    (c) distribute, sublicense, lease, rent, loan, or otherwise transfer your right to receive the Services, or any other rights derived from this Agreement, to any third party.
    9.8 Any unauthorised use of the Website or the Services may result in legal action being taken against you.
  10. Linking to the Website
    10.1 The Website will include links to external websites maintained by third parties, including www.paypal.com and www.shopandship.com (Linked Sites). These links are provided to you as a convenience only, and are beyond the control of the Company. The Company will not be responsible for the content of any Linked Sites or other sites which have links with the Website, or for the legal consequences of your entering into any contracts with our group companies or other third parties when you access these Linked Sites. We do not accept any liability for any loss, damage, expense costs or liability howsoever incurred by you as a result.
    10.2 The inclusion of any Linked Site does not imply our endorsement of that Linked Site. You acknowledge that your use of, or reliance on, any Linked Site will be at your own risk. The Company recommends that you carefully review all terms and conditions applicable to the use of any Linked Sites that you visit.
    10.3 You may not link to the Website without our prior written approval. You agree to remove or cease any such link to the Website immediately on our request.
  11. Unauthorised Use
    11.1 In using the Website, you agree that you shall not:
    (a) make any statements, or post any statements in the Listings, which are false, unlawful, inaccurate or misleading;
    (b) introduce any virus, Trojans, worms, logic bombs or other materials which is malicious or harmful;
    (c) use any “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website;
    (d) in any way reproduce or circumvent the navigational structure or presentation of the Website, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website;
    (e) act in a way which is defamatory, libellous, offensive or threatening, or advocate or promote any violence or any unlawful activity;
    (f) attempt to gain unauthorised access to any portion or feature of the Website, or any other systems or networks connected to the Website, or to any of the services offered on or through the Website, including by hacking, password “mining” or any other illegitimate means;
    (g) subject to the express permission granted in this Agreement, copy or otherwise incorporate into or store in any other website, electronic retrieval system, publication or other work, distribute or otherwise exploit any of the content of the Website, or anything derived from such content, in any form (whether hard copy, electronic or other);
    (h) infringe or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
    (i) violate any Applicable Law, including those which relate to privacy, publicity, export control, consumer protection, intellectual property, gambling, unfair competition, antidiscrimination, criminal activities or false advertising; or
    (j) engage in the collection, sale or transmission of, or attempt to collect personally identifiable information of any Customer or entity, except with the express written consent of that person;
  12. Changes to the Website and / or Services
    12.1 We reserve the right to modify, suspend or cancel access to the Website, the Services or any part of them from time to time without prior notice to you. If you do not agree to any modifications to the Website or Services then you may terminate your use of the Services.
    12.2 From time to time we may introduce additional functionality or features of the Website or additional services (including third party services) (New Features). The New Features may be subject to separate or supplemental terms and conditions and / or the payment of additional fees. You shall not be entitled to the New Features if you have not agreed to the applicable terms and conditions, including payment of any applicable fees.
  13. Insurance
    You may wish to maintain, at your expense, insurance with a reputable insurance company in connection with the potential liabilities which you may incur in connection with the operation of your business on the Website, including in connection with sales of the Products and any damage, loss, harm, personal injury or death of any person resulting from use of the Products. We reserve the right to request that you procure such insurance at the acceptance stage, or at any time thereafter, and that you name us as loss payee and at our request you agree to provide us with a copy of your certificate of insurance coverage.
  14. Dispatch and Delivery
    14.1 All shipments of Products purchased on the Website shall be arranged to the Delivery Point (as defined below), free of charge to the Customer, via our preferred logistics partner, Aramex, or by any other method. All Customers shall have a pre-existing S&Ship Account to enable efficient and smooth order delivery. Once an order for a Product has been placed, you will be sent an electronic notification from the Website advising you of the Product(s) ordered and the Aramex delivery hub the Product(s) should be shipped to (which will be the hub address which is nearest to your location, as provided during the Merchant Registration Process) (Delivery Point). You will be required to arrange shipment to the Delivery Point at your own cost. The costs of shipping the Products from the Delivery Point to their final destination shall be met by the Customer.
    14.2 Once you have received written confirmation of an order for a Product you must arrange shipment of the Products in a timely manner and without any unnecessary delay. Aramex will coordinate, route and track shipments of the Products directly with you. Shipments of Products with Aramex will be subject to their separate terms and conditions which you can access here Aramex shipment terms. In the event that the Product fails to comply with Aramex's terms and conditions, the Product may be returned to you. If you would like to find out more about Aramex's shipment services, including how to organize returns for your Customers please follow the attached link Aramex merchant services.
    14.3 All Products must be packaged in a commercially reasonable manner, including a packing slip, in accordance with any packaging guidelines that we may issue from time to time. All information essential to use of the Product should be contained in the packaging of the Product.
    14.4 You agree to dispatch the Products using our approved delivery partner Aramex or any other service provider. You are required to keep copies of documentation as evidence of dispatch and delivery for a period of six (6) months from the date of dispatch in the event of any dispute or claim or any longer period as requested by us. In the event that you fail to arrange shipment of a Product within seven (7) calendar days of an order for a Product we shall be entitled to cancel the order and arrange for/demand a refund of the price of the Product to be provided to the Customer via PayPal.
    14.5 In the event of any loss of or damage to a shipment of a Product, you may pursue the claim directly against Aramex, if Aramex was your delivery provider. We assume no liability in respect of any claims or disputes arising out of or in connection with shipment or failed delivery of the Products by Aramex. Any such dispute or claim will not limit or in any way effect your obligation to perform your obligations under this Agreement, including payment of any applicable fees.
    14.6 You are solely responsible for any non-performance, non-delivery, mistaken delivery or other act in connection with your fulfillment of orders for the Products.
    14.7 We reserve the right to, or require you to, issue a Customer with a refund if, in our sole discretion, we consider that you cannot promptly deliver the Products or we receive complaints from a Customer in relation to their order of the Product, including of delayed, erroneous or duplicate transactions.
  15. Availability
    Although the Company makes every effort to ensure the Services and the Website are reliable, the nature of the Internet means that the Company cannot guarantee the Website's availability. The Company does not warrant that the provision of the Website, the Services or any part of them will be available, uninterrupted or error free, that defects in the Website will be corrected, or that the Website will be free from viruses or other harmful components. The Company will not be liable for any loss, damage, expense, costs, delays or other liability whatsoever (including without limitation any financial losses) which you may incur as a result of using the Website, or as a result of the Website or any part of it being unavailable at any time for whatever reason.
  16. Limitation of Liability
    16.1 You shall be liable to Customers for the quality, suitability, legality and safety of the Products advertised on the Website and for ensuring that the description of the items is accurate or that the Products are in existence.
    16.2 To the fullest extent permissible pursuant to Applicable Law, the Company excludes all liability relating to use of the Services and the Website, and disclaims all warranties, express or implied, including without limitation implied warranties of merchantability and fitness for a particular purpose.
    16.3 The Company does not warrant or make any representations regarding the use or the results achieved through use of the Website in terms of its accuracy, timeliness, reliability, or otherwise and you release the Company from all claims arising in connection with the same, whether in contract, tort (including negligence) or otherwise, for any loss or damage however caused (including direct, indirect, consequential, special losses, or loss of profits).
    16.4 In no event shall the Company (or our affiliated companies or any of their respective officers, directors, employees, agents, representatives or third party service providers)(the Company Parties) be liable for any special, indirect, incidental or consequential damages arising out of or in connection with the Website or your use of the Services, however arising, including any loss of profits, loss of business opportunity or loss of data.
    16.5 We shall have no obligation to back-up any data related to your use of the Website, including your Listings, and you should independently take appropriate steps to maintain a back-up of such data.
    16.6 The Company Parties' aggregate liability to you shall be limited to the amount of fees paid by you to us for the Services in the twelve (12) month period immediately preceding the month in which the action giving rise to the claim first arose.
  17. Release and Indemnity
    17.1 If you have a dispute with a Customer, PayPal or any of its affiliates, or any other third party you agree to release the Company and the Company Parties from all claims, demands, damages (actual or consequential) of any kind whatsoever arising out of or in any way connected with such dispute. In granting this release you expressly waive any protections whether statutory or otherwise that would otherwise limit the extent of the coverage granted by way of this release to include only those claims which you may now or suspect to exist in your favour at the time of granting this release.
    17.2 You agree to defend, indemnify and hold harmless the Company and the Company Parties from all costs, expenses and damages suffered in connection with any claim arising directly or indirectly in connection with: (i) any Listings (including any images, photographs or videos) you provide or that you upload on the Website, including any claim that the same infringe any third party's intellectual property rights; (ii) any Products advertised, sold, licensed or otherwise distributed by you; (iii) any breach by you of any representation, warranty, covenant or any other provision set out in this Agreement; or (iv) in respect of your receipt of the Services or any other activities you conduct in connection with the Website.
  18. Disclaimer of Warranties
    18.1 We make no representations regarding data security, accuracy or reliability of the Website or the Services. You acknowledge and agree that this is an essential element of this Agreement and that in its absence, the economic terms of this Agreement would be substantially different.
  19. Customer Data
    19.1 We treat all personal information collected through the Website in accordance with the terms of our Privacy Policy, which is incorporated herein by reference, as the same may be amended from time to time.
    19.2 You acknowledge that all Customers are holders of S&Ship Accounts and thus are the customers of Aramex. Aramex owns Customers’ list and Customers’ database in accordance with applicable laws. You agree to use all data belonging to Customers which you obtain via the Website strictly for the purpose of delivering any Product ordered and in accordance with the terms of our Privacy Policy, and in particular, you agree not to use any data obtained pursuant to the Services to carry out marketing or promotional activities or to induce a Customer to make a further or alternative transaction, unless you obtain express written agreement from Aramex or [TAQTAQ LTD] that you may do so.
  20. Suspension and Termination
    20.1 This Agreement shall come into force on the Effective Date and shall remain in full force and effect for a period of twelve (12) months (Initial Period). Subject to its earlier termination in accordance with its terms, this Agreement shall automatically renew at the end of the Initial Period for further periods of one (1) year (each an Extended Period).
    20.2 Either party may terminate this Agreement at the expiry of the Initial Period or any Extended Period by serving on the other party not less than fifteen (15) days written notice, such notice to expire on the last day of the Initial Period or the relevant Extended Period, as applicable.
    20.3 Without limiting any other remedies we may have under this Agreement or at law, we may temporarily or indefinitely suspend or terminate your access to the Services, in whole or in part, and revoke your access to the Website:
    (a) if you fail to pay any fees payable in accordance with this Agreement;
    (b) if you attempt to arrange shipment to a Customer directly or using a third party or method not approved in writing by us;
    (c) if you breach the terms of this Agreement;
    (d) if we reasonably conclude, based on information available to us, that your actions in connection with the Website may result in a significant number of buyer disputes, charge backs or other claims;
    (e) if you are declared to be bankrupt or are unable to pay your debts, you cease to carry on business, stop payment of your debts or any class of them or you enter into any compromise or arrangement in respect of its debts or any class of them or any step is taken to do any of those things;
    (f) if you are dissolved or enter into liquidation, administration, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors, any analogous or similar procedure in any jurisdiction or any other form of procedure relating to insolvency, reorganisation or dissolution in any jurisdiction, presentation of a petition or other step is taken by any person with a view to any of those things except where the same is: (i) instituted by the Party for the purpose of a fully solvent reorganisation; or (ii) a court process instituted by a creditor and is an abuse of process of the court or
    (g) in our discretion for any reason at any time, including based on feedback received from Customers.
    20.4 Notwithstanding anything to contrary, the Company shall have the right to terminate this Agreement without cause at any time during the Initial Period or any extension thereof by providing you with a 10 days prior written notice.
    20.5 Upon the termination or expiry of this Agreement for any reason, your Listings will be removed from the Website and you will no longer be able to access the Services. Termination of this Agreement does not entitle you to a refund of any fees already paid or payable. All recurring fees, including subscription fees charged by us shall continue to be payable by you to the end of the applicable term of this Agreement.
    20.6 In the event that this Agreement is terminated or suspended, notwithstanding any other provision of this Agreement, you will provide/ generate an automatic refund to any Customer who has purchased (but is yet to be delivered) a Product.
  21. General
    21.1 Governing Law and Jurisdiction
    This Agreement is offered by the Company from, and entered into by you in, the United Arab Emirates. This Agreement and any non-contractual obligations arising out of or in connection with this Agreement and your use of the Website, shall be governed by and interpreted in accordance with the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates applicable in the Emirate of Dubai.
    21.2 Sub-Contracting
    You shall not sub-contract the performance of any of its obligations under this Agreement without our prior written consent. In the event that we consent to you sub-contracting any of its obligations under this Agreement, whether to an Affiliate or to a third party, the Purchaser shall remain responsible for all acts and omissions of its sub-contractors as though they were its own and the Purchaser shall procure that the sub-contractor complies with the relevant obligations of the Purchaser under this Agreement.
    21.3 Force Majeure
    Neither party shall be liable to the other for any loss, damage or expense which is suffered by the other party as a direct or indirect result of a failure to perform its obligations as set out in this Agreement (or otherwise) where such performance is hindered, delayed or rendered uneconomic by reason of an event or circumstance which is beyond the reasonable control of that party including any Act of God, war, hostilities, riot or civil commotion.
    21.4 Relationship
    The parties shall be independent contractors and nothing in this Agreement is intended to make either party a general or special agent, legal representative, subsidiary, joint venture, partner, fiduciary, employee or servant of the other for any purpose. Both party shall act on behalf of the other without the other party’s prior written consent, and neither party shall be liable to any third party for any act or omission of the other party or for any obligation or debt incurred by such other party.
    21.5 Survival
    The expiry or termination of this Agreement for any reason will be without prejudice to any obligation or right of either party which has accrued prior to such termination (or shall thereafter accrue in respect of the period before such expiry or termination) and shall not affect any provision of this Agreement which is expressly or by implication intended to come into effect on, or to continue in effect after the date of termination or expiry.
    21.6 Severance
    If any of the provisions of this Agreement are found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such provision shall be struck from this Agreement and such invalidity or unenforceability will not affect the other provisions of this Agreement which shall remain in full force and effect and the parties agree to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
    21.7 Notices
    All notices to be provided pursuant to this Agreement will be in writing and will be sent by e-mail or to the mail address that you have supplied to us. We also reserve the right to post notices on the Website. You should monitor your e-mail messages frequently to ensure awareness of any notices that we may send. Any notices you wish to send to us must be sent to our merchant services e-mail address at sell@TAQTAQ.com. E-mail notices are deemed to be valid written notices for the purposes of this Agreement.
    21.8 Further Assurances
    The Parties shall do and cause to be done all such acts, matters and things and shall execute and deliver all such documents and instruments as shall be required to enable the Parties to perform their respective obligations under, and to give effect to the transactions contemplated by, this Agreement.
    21.9 Waiver
    The failure on the part of either of the Parties to exercise or enforce any right conferred upon it by this Agreement shall not be deemed to be a waiver of any such right or operate so as to prevent the exercise or enforcement of any right conferred upon the Parties by this Agreement at any time or times thereafter.
    21.10 Entire Agreement
    This Agreement constitutes the entire understanding and agreement of the Parties relating to the subject matter of this Agreement and supersedes, cancels and replaces all prior agreements between the Parties which relate to the same subject matter whether written, oral, implied or as may be inferred from the correspondence, oral statements or conduct of the Parties. All such agreements shall be deemed to have terminated by mutual consent with effect from the Effective Date.
  22. Definitions and Interpretation
    22.1 Unless the context otherwise requires references in this Agreement to:
    (a) use of the singular includes the plural (and vice versa) and use of any gender includes the other genders;
    (b) a party means a party to this Agreement;
    (c) persons includes individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having a separate legal personality and irrespective of their jurisdiction or origin, incorporation or residence);
    (d) time shall be construed by reference to the Gregorian calendar;
    (e) the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
    (f) the headings in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.
    22.2 The following capitalised words and expressions, unless the context otherwise requires, have the following meaning in this Agreement:
    Agreement means this agreement as the same may be amended from time to time and all associated policies and guidelines relating to the Services as we may issue from time to time.
    Applicable Law means all laws, statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judgments, orders, decisions, rulings or awards of any government or any government agency or department of competent jurisdiction.
    Customer means any person who accesses the Website or purchases a Product.
    Listing means the information to be posted on the Website for the corresponding Product and to be submitted for each Product in the format we prescribe from time to time, which must comply with the Listing Requirements.
    Listing Requirements means with respect to each of the Products the following:
    (a) a description, including the brand, model, product dimensions, technical specifications (if applicable), the weight and any location-specific requirments;
    (b) the total purchase price, including any applicable tax;
    (c) a digital image that accurately depicts the Product, is in focus and is professionally lit;
    (d) status and availability, the country it will be shipped from, delivery scheduling information and any limitations on shipment;
    (e) any terms and conditions applicable to the Product which the Customer should be made aware of prior to purchase, including any disclaimers, notices or warnings;
    (f) order cancellation policy;
    (g) an SKU or other identifying number as we may reasonably request from time to time;
    (h) any other information required by the Applicable Law or reasonably requested by us from time to time; and
    (i) Availability is stock.
    Merchant means a person who satisfies the eligibility criteria and who has completed the registration process, in each case as set out in this Agreement.
    Merchant Dashboard means the secure, personalised dashboard made available to each Merchant on the Website in order to manage their selection and inventory of Products available for sale on the Website, to upload new Products for sale, to manage orders for Products and to track sales performance.
    Merchant Registration Process means the process which must be successfully completed in order to become a Merchant and includes completion of our registration form (either online or in hard copy as prescribed by us), submission of your legal name or that of the business you represent, a valid telephone number, postal address and email address for you or the business you represent, provision of your trade licence, company incorporation certificate or equivalent document, if appropriate, your PayPal Merchant Account number and any other information that we may request from time to time.
    Prohibited Product means any product which is dangerous or likely to breach the Applicable Laws and includes items which fall within the following categories:
    (a) animals including live or dead animals, insects, reptiles of any kind, animal products, animal skins, meat and fur including hair products;
    (b) remains including human and animal remains, including ashes;
    (c) perishables including foodstuffs and perishable food articles and beverages requiring refrigeration or other environmental control;
    (d) plants including plants and plant material, including seeds and cut flowers;
    (e) drugs including cocaine, cannabis resin, LSD, narcotics, morphine, opium, psychotropic substances whether or not the same may be legally sold in the country of export;
    (f) certain electronic products including laser technology (such as laser hair removals or laser pens), walkie talkies, used laptops manufactured before 2008;
    (g) sharp tools/weapons including scissors, knives, needles and cartridges, guns and gun accessories;
    (h) tobacco products including cigarettes, cigars, electronic cigarettes, tobacco;
    (i) fake or dummy games including toy weapons, paint ball guns, BB guns, antique weapons, swords, knives, fake grenades, and any other items that could be used as weapons;
    (j) gambling paraphernalia, including lottery tickets and gambling devices;
    (k) packaging or parcels that are wet, leaking or emit an odor of any kind;
    (l) pornography and any obscene or offensive sexual material, and any unsolicited or indecent items or representations of any kind;
    (m) goods which infringe upon a third parties intellectual property rights, including unauthorised replicas, pirate copies, counterfeit or knockoff items, or which are stolen; or
    (n) any item which contravenes the Aramex Shop & Ship terms and conditions.
    Product means your products or services advertised or offered for sale on the Website from time to time.
    Services mean the services provided by the Company in connection with the Website to our Merchants, including access to the Merchant Dashboard, email and marketing services, and other related services as we may offer from time to time.
    S&Ship Account means an account with Aramex for the provision of ship and ship international delivery services.