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MarketsConnection.com Vendor Agreement MarketsConnection.com is a marketplace platform that enables vendors to post their products on the MarketsConnection.com marketplace for sale to the customers of the MarketsConnection.com marketplace (“Buyers”). Welcome to the MarketsConnection.com marketplace. This marketplace Vendor Agreement (“Agreement”) consists of (1) these Standard Terms and Conditions for MarketsConnection.com Marketplace Program (“Terms and Conditions”) and (2) all MarketsConnection.com marketplace policies and guidelines for Vendors, (together, the “Vendor Policies”), which are incorporated by reference. Any entity (“Vendor” or “you”) that wants to sell goods (“Products”) on the MarketsConnection.com marketplace through the MarketsConnection.com site, use any order processing, payment or other services related to the MarketsConnection.com marketplace, or use any platform, Vendor Portal, web service, application, interface, or other tool provided by or for MarketsConnection.com in connection with the MarketsConnection.com, must accept the terms of this Agreement without change. You should review the terms of this Agreement prior to offering any Products for sale on the MarketsConnection.com marketplace or using any MarketsConnection.com Tools and Services. By signing this contract and/or offering any Products for sale on the MarketsConnection.com marketplace, or using any of the MarketsConnection.com Tools and Services as defined in the previous paragraph., you agree to be bound by all terms and conditions of this Agreement (including the Vendor Policies), as this Agreement (and/or the Vendor Policies) may be updated from time to time in accordance with this Agreement. You further represent and warrant that you are registering with the MarketsConnection.com marketplace on behalf of an entity and that you have the requisite right, power, and authority to enter into this Agreement on behalf of the entity you register with MarketsConnection.com. MarketsConnection.com may change these Terms and Conditions or the Vendor Policies at any time in its sole discretion. The changes will be effective upon (i) posting of such updates on the “Vendor Portal,” which is the primary web-based interface provided to you by MarketsConnection.com or (ii) by email notification to the email address that you have provided to MarketsConnection.com as part of your registration as a Vendor. You are responsible for reviewing such postings and any applicable changes. Your continued participation, including offering any products for sale on the MarketsConnection.com marketplace constitutes your acceptance of such changes. If you do not agree to any posted changes, do not continue to use the MarketsConnection.com marketplace. Marketplace Vendor Agreement This Marketplace Vendor Agreement (“Agreement”) is made and entered into on the date of your submission to be a Vendor, between yourself (website user/customer), through MarketsConnection.com its duly Authorized Representative (hereinafter referred to as Vendor”), of the First Part; AND MarketsConnection.com (hereinafter referred to as “Company”), represented as the Second Part. WHEREAS: A. Vendor is engaged in E-Commerce/Marketplace Sales. The Vendor is a wholesale distributor. B. Company owns MarketsConnection.com marketplace located at the following URL: https://www.marketsconnection.com/ hereinafter referred to as the “MarketsConnection marketplace” and have many registered users to whom Company offer various services. C. Vendor will set up an online account on MarketsConnection.com marketplace and has offered to sell its products through the said online marketplace, Company has agreed to create the said online account upon the following terms and conditions. D. The above referred Vendor and Company are hereinafter collectively referred to as “Parties” and individually as “Party”. NOW THIS AGREEMENT WITNESSETH HEREWITH: 1. Definitions - For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article. “Company” shall mean MarketsConnection.com marketplace “Buyer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products of the Vendor through the marketplace. A Buyer is a wholesale distributor. “Price” shall mean the cost at which the Products are to be delivered to the Buyer exclusive of shipping charges, if any. “Effective Date” shall mean the date on which this Agreement is executed by online registration. “Form” shall mean Form for Marketplace Registration Agreement to be filled in and executed by the Vendor at the time of execution of this Agreement annexed hereto as Annexure “A”. “Vendor” shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the online marketplace and more particularly described in the attached “Form”. A Vendor is a wholesale distributor. “Order” shall mean an order for purchase of products wherein Buyer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online page of the Vendor. “Products” shall mean merchandise items of the Vendor put up for sale Online by the Vendor. “Price” means the sale price of a product exclusive/inclusive of delivery charges and applicable taxes. “Shipping Charges” shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Buyer. “Service charge” shall mean the margin (commission) per transaction charged by the Company to the Vendor at the rates agreed to between the parties, upon the sale of product. “Listing fee” is the charge from the company to a Vendor for listing products for sale on the MarketsConnection marketplace. 2. Arrangement 2.1 The Company shall offer to the Vendor its services for facilitating online sale of the Vendor’s product which shall include hosting and technology, payment services (Stripe). For this arrangement, the Vendor shall pay service charges as specified under these presents, to the Company for the sale being effected online. 2.2 Based on mutual discussions, it is agreed by and between the parties hereto that the Vendor shall put up for sale its Products on the said online page/ categories, subject to the terms and conditions hereinafter contained. Vendor further agrees and acknowledges that the shopping transaction shall be governed by the “Terms of Use” of MarketsConnection.com. 3. Consideration and Payment Terms 3.1 The Company shall collect the Payment on behalf of the Vendor in respect of the Orders received through their marketplace. In consideration of the services rendered under these presents, the Company shall charge the Services charges (commissions) to the Vendor at the rates specified in the selected Seller/Vendor plan. 3.2 In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Vendor agrees that the Company shall levy the Service charges. 3.3 Vendor agrees to bear all the applicable taxes duties, or other similar payments arising out of the sales transaction of the product through the Marketplace and MarketsConnection.com shall not be responsible to collect, report, or remit any taxes arising from any transaction. 4. Obligations of the Vendor The Vendor shall: 4.1 Through the interface provided by the Company on the creation of an online page of Vendor, shall upload the product description, images, disclaimer, price and such other details for the products to be displayed and offered for sale through the said online page. 4.2 Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Vendor shall ensure to upload the product description and image only for the product which is offered for sale through the marketplace. 4.3 Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. 4.4 Vendor shall be solely responsible for the quality, quantity, merchant ability, guarantee, warranties in respect of the products offered for sale through their online page. 4.5 The Vendor shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Page and for which the Buyer has placed the order. 4.6 The Vendor shall not offer any Products for Sale on the online page, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under Canadian laws. 4.7 The Vendor shall be solely responsible for any dispute that may be raised by the Buyer relating to the goods, merchandise and services provided by the Vendor. 4.8 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed. 4.9 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Local, Provincial and Federal Taxes, etc. 4.10 The Vendor shall pay the Company a service charge as specified by the Company on every transaction based upon selected plan. 5. Company reserves the right: 5.1 Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to modify / remove / block / delete any text, graphic, image(s) uploaded on the online page by the Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions. In such an event, the Company reserve the right to forthwith remove/close the online page of the Vendor without any prior intimation or liability to the Vendor. 5.2 Company reserves the right to provide and display appropriate disclaimers and terms of use. 6. Company not Liable 6.1 The Company on the basis of representation by the Vendor has created the online page of the Vendor on MarketsConnection.com marketplace to enable Vendor to offer the Vendor’s products for sale through the said online page. This representation is the essence of the Contract. 6.2 Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online page (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages. 6.3 Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives. 6.4 The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a facilitator for sale of the Vendor’s Product, hence the Company is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The Vendor will only sell Products through the marketplace site that are new and authentic. The Vendor must maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. The Vendor may not (and you represent and warrant that you will not) list any Product or Retailer Product Content that is counterfeit, illegal, stolen, or fraudulent, or infringes any third-party “Intellectual Property Rights” (meaning any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property right), or that the Vendor otherwise do not have the right to sell. All information the Vendor provide about the Product must be accurate, current, and complete and not misleading, deceptive, or fraudulent in any way. 7. Term, Termination and effects of Termination 7.1 The Term of this Agreement shall commence on the date of execution of the contract and shall continue until terminated by either party giving the other 30 days written notice. 7.2 The Company reserves the right to close the accounts of any Vendors or Buyers found to be attempting to bypass the Company’s marketplace MarketsConnection to conclude a sale without the participation and appropriate payment to the Company. 8. Effect of Termination 8.1 In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on the marketplace with immediate effect. 8.2 Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement. 9. Intellectual Property Rights 9.1 It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos. 10. Entire Agreement 10.1 This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter. 11. Limitation of Liability 11.1 Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party. 12. Indemnification 12.1 The Vendor agrees to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) [your Contributions]; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 13. User Data 13.1 We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. 14. Electronic Communications, Transactions and Signatures 14.1 Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.