Online Retail Seller Agreement

THIS RETAIL 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 "Parties").

By accepting 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.

By listing 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:

1. DEFINITIONS

A. "U2UShop 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.

B. "Customer" means any person, organization or entity that visits the U2UShop Site, through which that person, organization or entity may choose to purchase Items.

C. "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.

D. "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 recurring sale.

E. "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.

F. "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 discretion.

G. "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").

H. "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.

I. "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 Amounts.

J. "Other 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.

K. "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.

L. "Pay 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).

M. "Settlement Day" refers to the banking day when YOUR Purchase Payment is initiated at U2UShop's bank(s).

N. "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.

O. "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.

P. "YOUR" or "YOURS" refer to things that YOU own, and the rights or obligations applicable to YOU as set forth in this Agreement.

Q. "YOUR 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.

2. ACCEPTANCE, EFFECTIVE DATE AND AMENDMENT

A. Effective 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 method.

The operating 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 this reference.

B. Seller 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.

C. Underwriting: 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.

D. Verification 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.

3. CONDITIONS OF USING www.U2UShop.com

A. Internet 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 services.

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 (collectively, "Services").

D. Service 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,

OR

(c) have a Customer sale debit or credit transaction attempt (be it accepted or declined) at least once every ninety (90) days.

E. Force 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".

F. Certain 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.

G. Adequate 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.

4. ACCEPTANCE OF LIMITATIONS IN SERVICE

A. Limitations 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.

B. Limitations on Customer Transactions: U2UShop may impose limits on sales of Products and refuse to process Transactions for specific Customers for any reason, at its sole discretion.

C. Limitations 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.

5. SELLER'S WARRANTIES AND REPRESENTATIONS

Seller makes the following representations and warrants that at all times during the term of this Agreement such representations shall be true and accurate:

A. Contractual 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.

B. Truthful 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.

C. Verification: All email, domain, URL, secure instant messenger, geographical address, and telephone information provided by Seller is complete and correct.

D. Intellectual 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.

The listing 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.

F. Compliance 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.

H. Compliance 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.

Seller makes commercially reasonable efforts to protect all personally identifiable customer information, according to industry security standards and applicable law.

6. FEES AND TRANSACTION PAYMENTS

A. Continuing Payments for Services: Seller agrees to pay U2UShop all Transaction fees and other amounts required by this Agreement on a timely basis.

B. Transaction 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 Operating Regulations.

C. Reserve 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.

7. ONLINE ACCOUNT PROFILE AND SUPPORTING DOCUMENTS

A. Seller 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).

C. Account 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.

8. TERM

This Agreement 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 this Agreement,

OR

The Agreement is terminated as otherwise provided in Section 10.

9. TAXES

A. Obligation 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 transactions.

B. Seller's 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.

C. Obligation 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, and/or penalties.

10. TERMINATION

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 termination.

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.

D. Payments/Obligations 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.

Such Holdback 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 elapsed.

11. DISCLAIMER OF WARRANTIES

Seller 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 non-infringement.

12. LIMITATION OF LIABILITY

Seller assumes all liability for its use of U2UShop's services.

U2UShop shall 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 services.

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.

U2UShop assumes 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 rights.

13. CHOICE OF LAW JURISDICTION AND VENUE

This Agreement 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).

A. 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.

B. Dispute 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.

14. ENFORCEMENT ACTIVITIES

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.

B. Investigation: 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.

C. Suspension 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 SECURITY

A. Privacy Policy: U2UShop's Privacy Policy is posted on U2UShop's Site and is incorporated herein by reference. U2UShop reserves the right to change the Privacy Policy from time to time as it deems appropriate. Any changes will 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 Privacy Policy. Seller shall have a privacy policy that is no less restrictive than U2UShop's Privacy Policy and which complies with all applicable laws and regulations.

B. Commitment 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.

C. Commitment 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.

16. COPYRIGHT ISSUES

A. Copyright 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 appropriate):

A physical signature of a person authorized to act on behalf of the owner of an exclusive right that is being infringed;

Identification of the copyrighted work claimed to have been infringed;

Identification of the material that is allegedly infringing (URL(s) for example);

The complaining party's address, telephone number and email address;

A signed 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

A signed 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.

The above information must be submitted as a written notification as explained in the Operating Regulations.

17. DEFAULT

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.

18. AMENDMENTS AND MODIFICATIONS

A. U2UShop's 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.

B. Other 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.

19. INDEMNIFICATION

Seller agrees 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 below:

Seller's breach of any warranty or representation;
Seller's violation of any applicable law, rule, or regulation;

Intellectual property infringement claims related to the Seller's site or service;

Seller's 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.

20. NOTICES

A. Addressed to:

(a) U2UShop;

By Mail:

________________________

Electronic Communication:

___________________

(b) Seller;

By Mail:

____________________

Electronic Communication:

_________________________

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 writing.

21. HEADINGS

The headings 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.

22. SEVERABILITY OF PROVISIONS

Each provision 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.

23. INTELLECTUAL PROPERTY

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.

24. AGREEMENT, RELATIONSHIP OF PARTIES

Seller agrees 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.

Seller 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.

The 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.

This Seller Agreement was last revised on May 31, 2016.  YOUR electronic acceptance of this Agreement constitutes a valid agreement to do business with U2UShop.