Online Retail Seller Agreement
SELLER AGREEMENT (the "Agreement") forms a legally binding agreement
between the person, organization or entity entering into this agreement and who
is shown as the "Seller" in the U2UShop.com Seller Menu Account ("YOU"
or "Seller") AND U2USHOP.COM FZC with License No. 17035 ("U2UShop"
or "We") (each, a "Party," and together, the
this Agreement below, the person electronically accepting or the person signing
a copy of this agreement represents and warrants that he/she has the authority
to bind you to this agreement.
products and/or services for sale through the website www.U2UShop.com and using
U2UShop's services YOU agree to be bound by all terms and conditions of this
agreement, including without limitation, all documents, regulations, policies,
and procedures incorporated herein by reference.
FOR GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
Site" means U2UShop's web site, found at www.U2UShop.com
(and at other addresses from time to time), through which YOU will be the
seller and merchant of record for sales of Items to Customers.
"Customer" means any person, organization or entity that visits the U2UShop
Site, through which that person, organization or entity may choose to purchase
"Items", "Product", or "Products" means the
products and/or services YOU will sell to directly to Customers through the U2UShop
Site, which U2UShop agrees to list/publish on its Site.
"Transaction", or "Customer Transaction" means a sale of an
Item made by YOU to a Customer be it a one-off sale or a pre-authorized
"Pricing Details" means the financial terms of YOUR relationship with
U2UShop (including the margins or commissions earned by U2UShop, and any fees
charged by U2UShop), which is available at the following Seller Fee Schedule
URL: http://u2ushop.com/Online-Retail-Selling-Fee (or other locations from time to time) unless
otherwise agreed between the Parties in writing.
"Suggested Retail Price" means the price that YOU input into the U2UShop
system as the recommended selling price of the Items. For the avoidance of
doubt, while YOU may provide suggested retail prices for Items, U2UShop is
solely responsible for setting the retail price at which Items are sold to
Customers, which may reflect the Suggested Retail Price at U2UShop's
"Services" refers to services provided to YOU as a retailer of YOUR
products by U2UShop, primarily served online from the U2UShop Site through the U2UShop
seller menu ("Seller Menu").
"Account Profile" refers to details about YOUR business including
geographical address and ownership information that are completed online within
the Seller Menu to allow YOU to start selling, and then later signed and sent
to U2UShop in order for Purchase Payments to be sent to YOU.
"Purchase Payment" refers to the purchase payment comprising each
completed sales transaction delivered to a Customer during a Pay Period, being
the Sales Price of the Items resold by U2UShop less i) the Commissions/ Retail
Margin for that sales transaction, ii) any Other Fees, and iii) any Reserve
Fees" refers to Dispute Charges, Fees for Sending Purchase Payment to Seller,
Seller Error Fees, and other fees that may be listed from time to time on the
Pricing Details schedule.
"Reserve Amount" or "Reserve Account" refers to a
percentage of total gross sales held back by U2UShop or its acquiring banks to
protect against serious risks associated with non-delivered goods or services,
pre-paid fees for future services to be performed, or similar risks.
Period" refers to either one week, or one month's worth of sales. Each
week making up the Pay Period runs from Sunday to Sunday (with all of the
week's orders up to midnight GMT on the Sunday being included. U2UShop settles
two weeks in arrears (please refer to the Operating Regulations).
"Settlement Day" refers to the banking day when YOUR Purchase Payment
is initiated at U2UShop's bank(s).
"Release Level" refers to a per account limit set from time to time
that is used to decide if a regular settlement of U2UShop's Purchase Payment to
YOU should be initiated for the appropriate Pay Period.
"Primary Email Address" refers to the email address set in YOUR
online Account Profile at the Seller Menu and which is used amongst other
things for sending notices to YOU as explained in the relevant section below.
or "YOURS" refer to things that YOU own, and the rights or
obligations applicable to YOU as set forth in this Agreement.
Site(s)" means one or more online Web sites and/or auction or social media
pages YOU operate to solicit retail sales of YOUR Items, and which will provide
links to the U2UShop Site for Customers to engage in retail transactions with U2UShop.
EFFECTIVE DATE AND AMENDMENT
Date and Incorporation of Documents, Policies and Procedures: This Agreement
becomes effective when YOU accept it by electronic signature, or sign a printed
copy of this agreement ("Effective Date"). In the event that there is
a difference in dates between the date YOU accepted by electronic signature,
and a printed paper copy of this Agreement signed by both parties, the
Effective Date is the earliest date that the Agreement was agreed to by either
regulations of U2UShop ("Operating Regulations"), the Operating
Regulations Seller fee schedule ("Seller Fee Schedule"), the
information gathered by U2UShop from Seller in the online registration process
("Sign Up Form"), the list of Products that may not be marketed via U2UShop
("Prohibited Items List"), the list of Products that are subject to a
higher Transaction Fee ("Restricted Items List") and such other
documents, regulations, policies, and procedures U2UShop requires Seller to
conform to, are all incorporated into and become a part of the Agreement by
Accounts: After YOU agree to be bound by this Agreement and complete the Sign
Up Form, U2UShop will establish an account for YOU ("Account" or
"Primary Account"). Seller may establish more than one Account for
the Products it offers for sale ("Additional Account(s)") in order to
support different charging and settlement currencies, or for the other
operational reasons. This Agreement shall be binding upon the Primary Account
and all Additional Account(s). Both Primary Accounts and Additional Accounts ("Accounts")
shall be governed by this Agreement.
Seller authorizes U2UShop to obtain a credit history or credit report
("Credit Reports") regarding Seller and the owners and directors of Seller
through a credit reporting agency chosen by U2UShop. Seller and the owners and
directors of Seller authorize U2UShop to obtain and use such Credit Reports
from time to time for the purpose of evaluating the creditworthiness of Seller
throughout the term of this Agreement.
of Seller Information: U2UShop may establish an Account for Seller upon receipt
of the Sign-Up Form and prior to the verification of Seller's identity or
determination of Seller's creditworthiness. If U2UShop determines that there is
insufficient information to verify the identity and/or physical address of Seller
or U2UShop determines that the creditworthiness of Seller is unsatisfactory, U2UShop
may terminate this Agreement without notice. In the alternative, and at the
sole discretion of U2UShop, U2UShop may request the Seller to provide additional
information or fulfil additional requirements to provide security to U2UShop,
including without limitation, the execution of a personal guaranty.
OF USING www.U2UShop.com
Business: U2UShop provides an Internet-based marketplace for products and
services ("Products") obtained from Sellers and offered for resale
via the Internet. It operates from the U2UShop Site and/or other locations from
time to time, and is an online retailer and provider of online checkout
B. Real Time
Purchases: U2UShop purchases Products from Sellers for the sole purpose of
immediate sale to persons who make a decision to buy Products of a Seller on U2UShop's
Site ("Customers") rather than directly from Seller's website. U2UShop's
Site provides access for Customers to Products of all Sellers in an online
distribution centre for tangible or digital products and services
("Shopping Centre") and allows Customers to purchase the Products
from U2UShop by using such electronic payment methods that U2UShop accepts from
time to time, allows a Customer to obtain a refund for a Product previously
purchased, and allows a Customer to exchange a Product previously purchased
(individually and collectively, "Transaction").
C. Services: In
addition to the purchase of Products from Seller for immediate sale to
Customers, U2UShop processes all Transactions using an encrypted network
infrastructure certified to the highest level of industry security standards,
made available via the processing platform of its merchant service providers
Usage Requirements: As may be modified from time to time by the Operating
Regulations, to keep YOUR Accounts active and in good standing YOU must:
(a) Login to YOUR
Account(s) at least once within the first thirty (30) days of Account
establishment and complete YOUR Account Profile as per Section 7 (B) regarding Seller
Identification, AND THEREAFTER
(b) login to YOUR
Account(s) at least once every ninety (90) days,
(c) have a
Customer sale debit or credit transaction attempt (be it accepted or declined)
at least once every ninety (90) days.
Majeure: U2UShop assumes no liability for disruptions in service or improper
operation of its equipment or software for any reason, including, without
limitation, vandalism, theft, phone service outages, Internet disruptions,
human error, extreme or severe weather conditions, or any other causes commonly
referred to as "Acts of God".
Warranties Not Permitted: Seller agrees it will not provide, offer, or
advertise a "lifetime warranty," "lifetime guarantee," or
any other guarantee for a period of more than one-hundred and eighty (180) days
without the express written consent of U2UShop.
Inventory: Seller shall maintain sufficient inventory to fulfil purchases by U2UShop
for resale to Customers in a timely manner. Seller shall not rely on the
existence of a particular Transaction to obtain funds or credit to enable Seller
to obtain the Product necessary to complete the Transaction.
H. Products: The seller shall only sell items which
correspond to its image(s) and description listed and/or sold on U2UShop through
the seller account. The seller shall not sell any used, counterfeit and tester
products on U2UShop and agrees to indemnify U2UShop in the event of any
complaints arising out of listing / sales of such products on U2UShop.
I. License: To enable
U2UShop to use the information YOU supply to U2UShop, including without
limitation, the images, trademarks, trade names and logos found on YOUR
website(s), without violating any rights YOU might have in the information and
the images, trademarks, trade names and logos found on YOUR website, YOU agree
to grant, and hereby do grant, U2UShop a royalty free, worldwide, non-exclusive,
perpetual and irrevocable license to exercise the copyright, publicity and
database rights, and to sublicense such rights through multiple tiers of sub-licensees,
that YOU have in such information, images, trademarks, trade names and logos,
in any media now known or not currently known, with respect to the information,
images trademarks, trade names and logos. This is intended to ensure that U2UShop
may publish details of supplied products both to our own Shopping Centre and to
partner websites from time to time as may be required for marketing purposes
according to this Agreement.
OF LIMITATIONS IN SERVICE
on Sale of Products: U2UShop may prohibit the sale of Products in its
Prohibited Items List. Seller further understands and agrees that U2UShop may
amend the Prohibited Items List, from time to time, at its sole discretion,
without prior notice.
on Customer Transactions: U2UShop may impose limits on sales of Products and
refuse to process Transactions for specific Customers for any reason, at its
on Services: U2UShop may: (1) limit or restrict sales to a minimum Product
price; (2) impose limits on the amount or number of purchases which may be
charged to the credit or debit card of a Customer during any time period; (3)
request additional validation information from Customers, such as signed
contracts and/or receipts or authorization forms; (4) refuse to accept orders
from Customers with a prior history of questionable charges; or (5) impose
certain limits or restrictions on Transactions; or (6) institute Reserve
Amounts on specific Accounts, either temporarily or permanently, which are more
restrictive than limits placed on Accounts of other Sellers.
D. No Liability:
U2UShop shall not be liable to Seller for any losses, expenses, or damages Seller
sustains, including claims for lost profits, resulting from or related to U2UShop's
imposition of limits on Transactions or Reserve Amounts, for any reason.
WARRANTIES AND REPRESENTATIONS
the following representations and warrants that at all times during the term of
this Agreement such representations shall be true and accurate:
Capacity: Seller has the power and authority to carry on its business as it is
conducted, is duly authorized to enter into this Agreement and that no other
authorizations, consents or approvals are required in connection with the
validity and enforceability of this Agreement or the execution, delivery and
performance of this Agreement by Seller.
Information: All information and data Seller provides to U2UShop, or for which
it engages a third party to provide to U2UShop is complete, truthful, accurate,
valid, the lawful property of the Seller, and Seller has the right to
communicate such information.
All email, domain, URL, secure instant messenger, geographical address, and
telephone information provided by Seller is complete and correct.
Property Ownership: Seller owns or otherwise has the full right, authority, and
license to use and disseminate (1) all information, data, graphics, text,
video, music, or other intellectual property which forms a part of its website,
or which is used by Seller in its advertising and promotional efforts, and (2)
the Items it supplies to U2UShop (or to potential Customers). The seller confirms that the products offered
for sale on the website are authentic and do not include any copyrighted or
trademarked material without consent of the original rights owner. The seller understands that the products
listed / sold on U2UShop may be tested for authenticity by U2UShop or the
concerned local government authorities, if required.
and/or sale of counterfeit products on U2UShop, including any products that
have been illegally replicated, reproduced, manufactured, or not for sale in a
particular territory is strictly prohibited. If an infringing product or
listing is discovered, the product will be removed, at the sole discretion of U2UShop.
The seller understands that he/they shall also be subject to being permanently
barred from listing or selling on the site under any other seller name, all the
money collected on behalf of the seller
which are due to be paid would be withheld, and further legal action
would be pursued against the seller.
E. Authority to
Conduct Business: Seller is legally authorized to sell any Item it offers and Seller
has obtained all necessary regulatory approvals and certificates (hereafter,
"Certificates"). Seller will provide U2UShop any copies of
Certificates immediately upon Seller's receipt of such a request by U2UShop.
with Laws and Regulations: Seller is in compliance with all applicable
national, federal, state, or local laws, rules, regulations, requirements
and/or other standards established by any governmental authority having
jurisdiction to control such activities, including without limitation but only
as applicable, any national, state or local consumer protection agencies.
G. Sales of
Counterfeit Products: The seller accepts and agrees that in the event of U2UShop
or its users identify a product listed on U2UShop as counterfeit including any
products that have been illegally replicated, reproduced, manufactured, or not
for sale in a particular territory, the seller’s details can be shared with the
concerned government authorities.
Under the UAE
Federal Law No. 4 of 1979 and Federal Law No. 37 of 1992, sale of counterfeit
items is considered a fraud and a punishable offence. Also, as per the
“Anti-Commercial Fraud Law” passed by UAE Federal National Council (FNC), a
minimum fine of AED 50,000 (going up to AED 250,000) will need to be paid to the
government in the event of such incident.
with Industry Security Standards: Seller is in compliance with the regulations
regarding the sale of Products over the Internet or other transactions where
the credit or debit card utilized for the purchase is not present, which are in
effect prior to the Effective Date of this Agreement, or which become effective
during the term of this Agreement, and Seller is in compliance with the
security standards applicable to their business.
commercially reasonable efforts to protect all personally identifiable customer
information, according to industry security standards and applicable law.
6. FEES AND
Payments for Services: Seller agrees to pay U2UShop all Transaction fees and
other amounts required by this Agreement on a timely basis.
Payments: Contingent upon the purchase by a Customer of a Product offered by Seller,
in accordance with the terms hereof, U2UShop will pay Seller for the sale of
Products resold by U2UShop, in accordance with the terms set forth in the
Account: U2UShop may retain a portion of the proceeds of Transactions, to
establish and maintain a Reserve Account as set forth in the Operating
Regulations. Any funds held in a Reserve Account for whatever reason shall
accrue no interest, or any other earnings to Seller.
ACCOUNT PROFILE AND SUPPORTING DOCUMENTS
Identification: To ensure that U2UShop knows the identity of Seller and is
paying the appropriate party for Product purchases, Seller must, within thirty
(30) days of opening an Account, ensure that the legal name of Seller set
within the Account(s), is the same as the name of the person or entity that is
to be the payee receiving Purchase Payments, and if sales through the Account
have commenced, have sent to U2UShop a signed Account Profile and any required
supporting documents (such as a copy of YOUR government issued identification;
Driver's License, Passport or National Identity Card). If Seller does not
fulfil such requirement, U2UShop may, at its sole discretion, suspend Seller's
Account, or terminate this Agreement.
B. Receipt of
Identifying Documents: U2UShop shall only settle to a bank account, in YOUR
name or registered doing business as/trading name if YOU are a sole
trader/proprietor and will not settle funds until a paper copy of the signed
Account Profile (and supporting documents) has been received. Such documents
should be sent to the designated U2UShop office by trackable courier service
only (ARAMEX, EMS, FedEx, DHL, TNT, etc.) where progress and delivery of the
documents can be tracked; YOUR Account Profile and supporting documents contain
sensitive private information, and being able to track their progress and final
receipt at our offices is important.
If YOU are
operating via an incorporated company for YOUR Site(s), We will initiate bank
wires in that company name. Supporting documents for the person(s) who
manage(s) the company (and exercise signing power for the settlement bank
account) will be required including a copy of government issued identification
for that person (or persons).
Changes: In the event that Seller requires a change of settlement bank account,
or that other details have changed regarding the Account, a freshly signed
Account Profile and as applicable, new supporting documents, must be provided to
U2UShop, either as a paper copy or as a good quality colour scan uploaded
securely to the Seller Menu’s document upload facility, as may be required.
shall remain in effect from the Effective Date until:
U2UShop or Seller
issues a "Notice of Cancellation" as set forth in Section 10 (C) of
is terminated as otherwise provided in Section 10.
to Pay Own Taxes: Seller is responsible for registration and filing regarding,
and the payment of, all taxes applicable to the conduct of its business,
including but not limited to, excise, sales, and value added taxes on sales
Obligation to Pay Taxes Resulting from U2UShop Services: The parties agree that
if any taxes in the nature of an excise, sales, or income tax are imposed in
connection with U2UShop's Services and paid by U2UShop on behalf of the Seller,
Seller shall be liable to U2UShop in an amount equal to the amount of such tax
payment made by U2UShop. Seller authorizes U2UShop to collect and pay over
taxes in the nature of an excise, sales, or income tax on behalf of Seller or
on account of U2UShop's sale of Products if reasonably required to do so by any
jurisdiction's taxing authority having jurisdiction thereof. U2UShop shall have
the right to recover from Seller the amount of any such taxes, related
penalties and interest paid by U2UShop with its own funds. Seller shall also
pay U2UShop for any related expenses incurred by U2UShop, including reasonable
attorney's fees, in its collection of any amounts due from Seller.
to Repay U2UShop: Seller agrees that if U2UShop pays any taxes that result from
the sale of Seller's Products, Seller will immediately reimburse U2UShop an
amount equal to such taxes paid by U2UShop and all related interest, fines,
A. By Seller: Seller
may terminate this Agreement, and any associated Accounts with U2UShop at any
time upon providing a notice of its intent to terminate at least five (5) days
prior to the desired date of termination.
B. By U2UShop: U2UShop
may terminate this Agreement, and Seller's associated Accounts at any time for
any reason. U2UShop may suspend Seller's access to U2UShop's Site, Seller Menu,
and/or Services, immediately and without notice if Seller is in breach of any
of its obligations hereunder and then terminate this Agreement and Seller's
access to U2UShop's Services, or U2UShop may terminate this Agreement and Seller's
access to U2UShop's Services immediately and without notice if Seller is in
breach of any of its obligations hereunder. If the termination is at the
convenience of U2UShop, and not immediate and without notice, U2UShop shall
endevour to provide Seller with notice seven (7) days in advance of the date of
C. Notice of
Cancellation: If a party to the Agreement intends to terminate the Agreement,
it must send a notice to the other party of its intent to terminate
("Notice of Cancellation"). The Notice of Cancellation shall contain
the date upon which the termination shall become effective and shall be
delivered in accordance with Section 20 of this Agreement. Provided, however,
that in the event U2UShop determines it is necessary to immediately terminate
the Agreement, U2UShop may provide notice to Seller via voice or secure instant
message, followed by delivery of a Notice of Cancellation as required in
Section 20. Such termination shall be effective as of the time of the voice
message, or secure instant message to Seller.
to be completed after Termination: Upon termination of this Agreement, any
outstanding and unpaid fees and charges of Seller to U2UShop shall become
immediately due and payable.
U2UShop may at
termination of the Agreement and at its sole discretion, hold back all then due
Purchase Payments including any existing Reserve Amounts for a period of up to
one-hundred and eighty (180) days ("Holdback") in order to cover additional
financial risks related to Disputes, Refunds or Returns of Products supplied by
Seller that extend beyond the time of termination of the Agreement.
may be necessary in order to protect U2UShop from serious risks associated with
Sellers who are for example, going out of business or declaring bankruptcy, or
may have claims for non-delivered goods/services, and/or pre-paid yearly fees
lodged against them. Any Holdback funds retained for this period will be used
by U2UShop to pay for any outstanding Disputes, Refunds or Returns of Products
supplied by Seller and/or related card associated fines that are necessary for
this period of financial risk to U2UShop after termination of this Agreement.
The remainder of the Holdback monies will be returned after that period has
understands and agrees that U2UShop is providing its services to Seller
"as is" and that U2UShop disclaims all warranties, express or
implied. This exclusion applies, without limitation, to the implied warranties
of merchantability and fitness for a particular purpose and the warranty of
all liability for its use of U2UShop's services.
not be liable for any indirect, incidental, punitive, or consequential damages,
arising out of or in connection with this agreement, Site, the services, the
inability to use the services, or those resulting from any products purchased
or obtained or messages received or transactions entered into through the
In no event
shall Seller be entitled to recover damages from U2UShop that exceed the sum of
fees retained by U2UShop under this agreement during the six months immediately
preceding the event giving rise to the claim for damages.
no liability for Seller's failure to perform in accordance with this agreement
or any results caused by acts, omissions or negligence of the Seller, a
subcontractor or an agent of Seller or an employee of any one to them, nor shall
U2UShop have any liability for claims of third parties, including, but not
limited to, claims of third parties arising out of or resulting from, or in
connection with, Seller's products, services, messages, programs, caller
contracts, promotions, advertising, infringement or any claim for libel or
slander or for violation of copyright, trademark or other intellectual property
13. CHOICE OF
LAW JURISDICTION AND VENUE
shall be governed by and interpreted under the laws of United Arab Emirates,
without reference to its conflict of law principles. YOU agree that any claim
or suit arising out of or related to this Agreement must be brought exclusively
in the courts of the Dubai (subject to the paragraphs below regarding mediation).
If there are any disputes or conflicts related to or arising out of this
Agreement, YOU and U2UShop shall first use reasonable means to resolve the
conflict prior to starting any arbitration, lawsuit, or other litigation. Such
means shall include negotiation between management personnel capable of
resolving the conflicts.
Resolution at Courts: Notwithstanding the fact that YOU and U2UShop have agreed
to settle claims and disputes exclusively through mediation, in the event there
is a claim or dispute with regard to the intellectual property of U2UShop,
including without limitation, trade secrets and software code, U2UShop may
immediately proceed to a court of competent jurisdiction in United Arab
Emirates to obtain equitable relief, YOU agreeing that there would be no
adequate remedy at law under mediation for U2UShop for such a claim.
A. Lawful Use:
The Website and Services of U2UShop may be used only for lawful purposes and in
a lawful manner. Seller agrees to comply with all applicable laws and
regulations. Seller may not register under a false name, mask the true identity
of Seller or the Products it offers to the public, or use an invalid or
unauthorized credit or debit card, or invalid or unauthorized bank account
information. Seller may not impersonate any participant or use another
participant's information. Such fraudulent conduct may be reported to law
enforcement by U2UShop, and U2UShop may cooperate in an investigation by law
enforcement if compelling evidence of such conduct is presented to U2UShop.
U2UShop has the right, but not the obligation, to monitor any activity and
content associated with its Site and Services. U2UShop may investigate any
reported violation of its policies or complaints and take any reasonable action
that it deems appropriate. Such action may include, but is not limited to,
issuing warnings, suspension or termination of service, denying access, and/or
removal of materials related to Seller on U2UShop's Site. U2UShop reserves the
right to request the removal or editing of any content that violates this
Agreement or is otherwise objectionable and violates the spirit of this
Agreement. As part of the investigation into content that may violate this
Agreement, Seller hereby consents that U2UShop representatives may examine Seller's
website(s) including through the use of automated tools that allow U2UShop or
its representatives to visit Seller's website incognito.
of Account: In the event U2UShop determines that Seller is in breach of this
Agreement, U2UShop may suspend activity on the Account(s), until Seller cures
the breach of this Agreement, or until U2UShop terminates this Agreement.
15. PRIVACY AND
incorporated herein by reference. U2UShop reserves the right to change the
become effective when posted to the Site. Continued use of U2UShop's Services
after change are effected on the Site will be deemed acceptance of the new
to Privacy: Unless otherwise authorized by U2UShop in writing, Seller agrees
not to use any information regarding Customers except for the purpose of
entering into and completing Transactions. Sellers agree not to use Customer
information for purposes of solicitation, advertising, unsolicited electronic
communication including spamming by email or instant message, harassment,
invasion of privacy, or conduct which may be otherwise deemed to be
objectionable conduct. As explained in the Operating Regulations, inappropriate
communication by Seller with a Customer may result in suspension of the Seller's
Account(s) or termination of this Agreement by U2UShop.
to Industry Security Standards: U2UShop will at all times while this Agreement
is in effect, and thereafter as required, take responsibility for the security
of cardholder information and data in its possession during storage, processing
and transmission of said data, and will maintain reasonable and expected
compliance with the relevant industry security standards.
Notice: U2UShop's Site is subject to the protection of the copyright laws of United
Arab Emirates. No part of U2UShop's Site may be reproduced without the prior
written permission of U2UShop, other than the content that is permitted
according to this Agreement as explained in the Operating Regulations.
B. Notices of
Alleged Copyright Infringement: If YOU believe that YOUR copyrighted work has
been copied in a way that constitutes copyright infringement and is accessible
on the U2UShop Site or through the Services, YOU may notify us at the earliest
available instance. If YOU wish us to respond YOU must provide us with the
following information (and we will pass it on to the relevant party as
signature of a person authorized to act on behalf of the owner of an exclusive
right that is being infringed;
of the copyrighted work claimed to have been infringed;
of the material that is allegedly infringing (URL(s) for example);
party's address, telephone number and email address;
statement that the complaining party has a good-faith belief that use of the
material in the manner complained of is not authorized by the copyright owner,
agent, or under fair use; and
statement that the information in the notification is accurate, and under
penalty of perjury, that the complaining party is authorized to act on behalf
of the owner of an exclusive right that is allegedly infringed.
information must be submitted as a written notification as explained in the
In the event
that Seller fails to perform any duty, obligation, or provision contained in
this Agreement ("Default"), Seller agrees to pay to U2UShop any
damages, expenses, and costs, whether directly or indirectly caused, including
reasonable attorney's fees incurred by U2UShop due to Seller's Default.
Right to Amend or Modify Agreement: U2UShop may amend or modify this Agreement
and any such amendment or modification will be binding on Seller when posted to
U2UShop's Site. Continued use of U2UShop's Services after such posting occurs
shall be deemed to be an acceptance of all terms in the amended/modified
Agreement. Seller accepts the responsibility of a continuing review of the
content of U2UShop's Site to determine whether any amendments have occurred.
Amendments/Modifications: Sellers may communicate any proposed modifications or
amendments to this Agreement to U2UShop at the mailing address provided in
Section 20. However, such changes or amendments will only become effective if
agreed upon by U2UShop, at its sole discretion, in writing.
to indemnify and hold U2UShop, its employees, officers, agents, shareholders
and directors harmless from any and all claims, losses, damages, costs,
expenses (including attorney's fees), fines, penalties regardless of whether
the same are actual, direct, indirect, special, incidental, consequential, or
punitive ("Damages") resulting from or in connection with this
Agreement or incurred as a result of, or related to, the causes set forth
of any warranty or representation;
Seller's violation of any applicable law, rule, or regulation;
property infringement claims related to the Seller's site or service;
reckless or willful misconduct;
Claims of third parties arising out of or resulting from, or in connection with
Seller's products, services, messages, programs, caller contracts, promotions,
advertising, infringement or any claim for libel or slander.
To both the
last Primary Email Address and Emergency Email Address provided to U2UShop by Seller
as set in the Account Profile.
B. Method of
Delivery and Date of Receipt. Any written notice under this Agreement from U2UShop
to Seller (or vice versa), shall be deemed given and delivered upon the earlier
of: (a) actual receipt; or (b) five days after being deposited in the Emirates
mail, postage prepaid, and addressed to the party to whom the notice is being
sent as set forth in Section 20 (A); or (c) one (1) business day after being
sent by electronic communication as explained in 20 (A).
C. Notice of
New Address. Either party may communicate a change in its geographical mailing
address by notifying the other party in accordance with Section 20 (B) in
herein are inserted as a matter of convenience only and do not define, limit,
or describe the scope of this Agreement or the intent of the provisions hereof.
SEVERABILITY OF PROVISIONS
of this Agreement shall be considered severable; and if, for any reason, any
provision or provisions herein are determined to be invalid and contrary to any
existing or future law, such invalidity shall not impair the operation of or
affect those portions of this Agreement which are valid.
Except for the
rights expressly granted herein, this Agreement does not transfer any intellectual
property or technology of U2UShop to Seller and all rights, title and interest
in such intellectual Should such and technology, whether developed, licensed or
owned by U2UShop shall remain with U2UShop. Seller agrees that Seller will not,
directly or indirectly, reverse engineer, decompile, disassemble, or otherwise
attempt to derive source code or other trade secrets of U2UShop.
RELATIONSHIP OF PARTIES
to be bound by any electronic affirmation, assent or agreement transmitted
through U2UShop's Site. Seller represents and warrants that Seller has the
authority to agree to this Agreement. Seller agrees that any decision or action
to click on an "I Agree", "I Consent", or other similarly
worded "button" or entry field using a mouse, keystroke or other
computer device ("Agreement Using Digital Signature"), will indicate Seller's
agreement and will be legally binding and enforceable and the legal equivalent
of Seller's handwritten signature.
acknowledges (a) that Seller has read and understood this Agreement; (b) that
even if Seller has consented to this Agreement by Agreement Using Digital means,
Seller agrees to provide a printed copy of this Agreement containing
handwritten signature(s) if U2UShop may also so require it; and (c) that this
Agreement constitutes the entire agreement between U2UShop and Seller and
governs Seller's use of the Services, superseding any prior agreements between Seller
and U2UShop pertaining to the Services.
relationship between U2UShop and Seller shall be that of independent
contractors. Neither party will be considered an agent, employee, joint venture
partner of the other, unless otherwise specifically provided herein.
Agreement was last revised on May 31, 2016. YOUR electronic acceptance of this Agreement
constitutes a valid agreement to do business with U2UShop.