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Vendor Terms of Service | Umssuka

 

Effective Date: January 2, 2024

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These Vendor's Terms of Service ("Agreement") are entered into by and between Umssuka ("Marketplace," "we," or "us") and the vendor ("Vendor," "seller," "you," or "your") who wishes to offer products or services for sale on our platform. By registering as a vendor on Umssuka, you agree to comply with and be bound by the following terms and conditions.

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1. Registration and Account

1.1 Eligibility: To become a Vendor on the Marketplace, you must be at least 18 years old and legally able to enter into binding contracts. If you represent a company, organization, or other legal entity, you must have the authority to bind such entity to these Terms.

1.2 Account Information: You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to immediately notify us of any unauthorized use of your account.

1.3 Account Approval: We reserve the right to reject or suspend your application for any reason, including but not limited to failure to meet the Marketplace’s requirements or the submission of fraudulent or misleading information.

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2. Vendor Obligations

2.1 Product Listings: You are responsible for ensuring that all product listings on the Marketplace are accurate, complete, and not misleading. This includes providing accurate descriptions, images, prices, and any other required details for your products or services.

2.2 Compliance with Laws: You agree to comply with all applicable local, state, and international laws, regulations, and policies regarding the products you list for sale, including intellectual property laws, consumer protection regulations, and import/export laws.

2.3 Product Quality and Safety: You must ensure that all products comply with applicable safety standards and regulations. The Marketplace reserves the right to remove any products from the platform that are found to be unsafe, defective, or in violation of these Terms.

2.4 Inventory Management: You are responsible for managing your product inventory and ensuring that the Marketplace reflects accurate stock availability. You must promptly update listings when a product becomes unavailable.

 

3. Free Trial:

Free trials are only produced by the Royal Messengers. The Company may, at its sole discretion, offer a Subscription with a Free Trial for a limited period of time (90 days). You are required to enter Your billing information in order to sign up for the Free Trial.  At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

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4. Sales and Payment Terms

4.1 Pricing: You set the prices for your products or services. However, we may set or change certain fees or charges, such as transaction fees, platform fees, or shipping charges, which will be disclosed in advance.

4.2 Transaction Fees: We may charge a percentage of the sale price for each transaction made through the Marketplace. These fees will be clearly outlined on the Marketplace and are subject to change.

4.3 Payment Processing: Payments for sales made through the Marketplace will be processed by PayPal.com and or Stripe.com. You agree to comply with all payment terms and requirements of the payment processor, including any fees associated with processing payments.

4.4 Currency and Taxes: All payments will be processed in the currency of the Marketplace unless otherwise stated. You are responsible for any taxes, duties, or other governmental charges that apply to your sales, including VAT, sales tax, or customs duties.

4.5 Refunds and Returns: You must establish and communicate your return, refund, and exchange policies. Any disputes between you and a buyer will be resolved in accordance with the Marketplace’s dispute resolution process.

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5. Intellectual Property

5.1 License Grant: By submitting content to the Marketplace, including product descriptions, images, and logos, you grant us a non-exclusive, worldwide, royalty-free license to use, display, and distribute such content on our platform.

5.2 Intellectual Property Rights: By using Umssuka marketplace, you confirm that you have the legal right to use all intellectual property associated with your products, including trademarks, copyrights, and patents. You agree to indemnify us against any claims related to intellectual property infringement.

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6. Conduct and Restrictions

6.1 Prohibited Activities: You agree not to:

  • Engage in fraudulent, misleading, or harmful practices.

  • Offer illegal, counterfeit, or infringing products.

  • Violate the privacy rights of customers or other vendors.

  • Interfere with the operation of the Marketplace, including hacking or introducing harmful software.

  • Attempt to circumvent the Marketplace's commission or fees system.

6.2 Reviews and Feedback: You may receive reviews and ratings from customers. You agree to accept these reviews and not engage in practices designed to manipulate or falsify reviews.

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7. Term and Termination

7.1 Term: This Agreement will begin on the date of your registration and will continue unless terminated by either party.

7.2 Termination by Vendor: You may terminate your participation on the Marketplace at any time by deactivating your account or notifying us in writing.

7.3 Termination by Marketplace: We reserve the right to suspend or terminate your account if you violate any of the terms of this Agreement, engage in prohibited conduct, or fail to meet our performance standards.

7.4 Effect of Termination: Upon termination, you must immediately stop listing products on the Marketplace and remove all content. Any pending transactions will be processed as usual.

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8. Limitation of Liability

8.1 No Warranty: The Marketplace is provided "as is" and without warranties of any kind, express or implied. We do not guarantee that the Marketplace will be uninterrupted, error-free, or secure.

8.2 Limitation of Liability: In no event shall we be liable for any indirect, incidental, special, or consequential damages arising from your use of the Marketplace or your participation as a Vendor.

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9. Indemnification

You agree to indemnify, defend, and hold harmless Umssuka, its affiliates, contractors, influencers, officers, employees, agents, and other vendors from any claims, damages, losses, or liabilities arising from your violation of this Agreement, including any intellectual property infringement, product liability claims, or non-compliance with applicable laws.

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10. Dispute Resolution

10.1 Arbitration: By using this online marketplace, both the Vendor and the Company agree that any disputes, claims, or controversies arising out of or relating to these Terms and Conditions, the Vendor’s use of the online marketplace, or any transaction conducted through the marketplace, shall be resolved exclusively through binding arbitration, rather than in a court of law, except as otherwise provided in these Terms.

10.2 The arbitration shall be conducted in accordance with the rules of American Arbitration Association (AAA) or another mutually agreed-upon arbitration organization, and the venue for the arbitration shall be in Miami, Florida. The arbitration shall be conducted by a neutral arbitrator or panel of arbitrators who are knowledgeable in commercial law and online marketplace disputes.

10.3 The Vendor and the Company agree to submit the dispute to arbitration upon the request of either party, and that the decision and award rendered by the arbitrator(s) shall be final, binding, and enforceable in any court having jurisdiction over the matter. The arbitration shall be conducted in the English language, and the arbitrator(s) shall issue a written decision outlining the rationale for their award.

10.4 The costs of arbitration, including the arbitrator's fees and administrative costs, shall be borne equally by both parties, unless otherwise determined by the arbitrator in their award. Each party shall bear its own legal fees and costs, unless the arbitrator finds that the claims or defenses presented by one party were frivolous or in bad faith, in which case the arbitrator may award reasonable attorney’s fees to the prevailing party.

10.5 Notwithstanding the foregoing, nothing in this arbitration provision shall prevent either party from seeking injunctive relief in a court of competent jurisdiction, or from pursuing any claim that is eligible for small claims court under Florida law.

10.6 Governing Law: This Agreement will be governed by the laws of United States of America, without regard to its conflict of laws principles.

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11. Miscellaneous

11.1 Amendments: We reserve the right to modify these Terms of Service at any time. Any changes will be posted on the Marketplace and will be effective immediately upon posting.

11.2 Entire Agreement: This Agreement constitutes the entire understanding between you and the Marketplace and supersedes all prior agreements or communications.

11.3 Severability: If any provision of this Agreement is deemed unenforceable, the remainder of the Agreement will remain in full force and effect.

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By clicking "Agree" or registering as a Vendor on the Marketplace, you acknowledge that you have read, understood, and agreed to these Vendor's Terms of Service.

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