Xanado General Trading LLC Sellers’ On-boarding Agreement
Welcome to Xanado
This sellers’ on-boarding agreement (the "Agreement") contains the terms and conditions that govern your access to and use of the services and is an agreement between you or the business you represent and xanado. By registering for or using the services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this agreement, including the service terms and onboarding policies that apply in the elected country for each service you register for or elect to use.
The Agreements comprises of these terms (“General Terms”) along with terms for selling on Platform (“Seller on Platform Service Terms”), terms for fulfillment and associated services (“Execution by Xanado”) and terms for processing transactions and payments (“Payment Processing Service Terms”).
As used in this Agreement, "we," "us,", “our”, and "Xanado" means the applicable Xanado Contracting Party and any of its applicable Affiliates, and "you" or “your” means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement.
1. Enrollment
To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law (for example, the Elected Country may not allow minors to use the Services). As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Xanado’s Privacy Notice.
2. Service Fee Payments; Receipt of Sales Proceeds
Fee details are described in Fee Arrangement. You are responsible for all of your expenses in connection with this Agreement. To use a Service, you must provide us with valid bank account information for a bank account or bank accounts acceptable by Xanado (where you agree that conditions for acceptance may be modified or discontinued by us at any time without notice) ("Your Bank Account") and as we specify, you must also provide us with valid credit card information from a credit card or credit cards accepted by Xanado (“Your Credit Card”). You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us. You authorize us and will provide us documentation evidencing your authorization upon your request to verify your information including any updated information to obtain credit reports about you from time to time to obtain. You will only use a name you are authorized to use in connection with the Services.
If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Xanado or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to Xanado or third parties persist. For any amounts that we determine you owe us, we may
(a) Charge Your Credit Card or any other payment instrument you provide to us;
(b) Offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you;
(c) Invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt;
(d) Reverse any credits to Your Bank Account (and you give us express permission to do so); or
(e) Collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Onboarding Policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Xanado or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Onboarding Policies, may result in their forfeiture.
As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you:
(i) If we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or
(ii) If we permit a customer to withdraw from a transaction because the Platform or a Service is unavailable following the commencement of a transaction.
3. Term and Termination
The term of this Agreement will start on the date of your completed registration for use of a Service and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via, email, the Contact Us form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that
(a) You have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion;
(b) Your account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; or
(c) Your use of the Services has harmed, or our controls identify that it might harm, other sellers, customers, or Xanado’s legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that
(d) You will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and
(e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, and 18 of these General Terms survive.
4. License
You grant us a royalty-free, non-exclusive, worldwide, right and license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials for the Services or other Xanado product or service, and to sublicense the foregoing rights to our Affiliates and operators of Xanado Platform; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using standard functionality made available to you via the applicable Xanado Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).
It is further clarified that we do not have any right over Your Material and intellectual property rights, You shall remain the owner of Your Material and intellectual property rights.
You further grant Us authorization for obtaining the required/applicable licenses and registrations of Your Products the purpose of fulfillment of the Services.
5. Representations
Each party represents and warrants that:
(a) If it is a business, it is duly organized, validly existing and in good standing under the Laws of the country or territory in which the business is registered and it holds and will maintain all applicable registrations and other authorizations needed to conduct business in that country or territory and you are not under any restriction that prevents you from conducting business in that country or territory;
(b) It has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement;
(c) Any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete;
(d) It is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the UAE Terrorist List issued by the UAE Federal Cabinet and the United Nations Consolidated List issued by the United Nation Security Council; and
(e) It will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.
6. Indemnification
6.1 Your indemnification obligations. You will defend, indemnify, and hold harmless Xanado, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to
(a) Your non-compliance with applicable Laws;
(b) Any of Your Sales Channels other than Xanado Platform, Your Products, including their offer, sale, fulfillment (except to the extent attributable to the FBA Service), refund, cancellation, return or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by XANADO), or property damage related thereto;
(c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or
(d) Actual or alleged breach of any representations you have made.
6.2 Xanado’s indemnification obligations. Xanado will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to:
(a) Xanado’s non- compliance with applicable Laws; or
(b) Allegations that the operation of an Xanado store infringes or misappropriates that third party’s intellectual property rights.
6.3 Process If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
7. Disclaimer & General Release
(a) The platform and the services, including all content, software, functions, materials, and information made available on or provided in connection with the services, are provided "As-is." as a user of the services, you use the platform, the services, and sellers’ dashboard at your own risk. To the fullest extent permissible by law, we and our affiliates disclaim:
(I) Any representations or warranties regarding this agreement, the services or the transactions contemplated by this agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement;
(ii) Implied warranties arising out of course of dealing, course of performance, or usage of trade; and
(iii) Any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. We do not warrant that the functions contained in the xanado sites and the services will meet your requirements or be available, timely, secure, uninterrupted, or error free, and we will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.
(b) Because Xanado is not involved in transactions between customers and sellers or other participant dealings, if a dispute arises between one or more participants, each participant releases xanado (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
8. Limitation of Liability
We will not be liable (whether in contract, warranty, tort (including negligence, product liability, any type of civil responsibility, or other theory), or otherwise) to you or any other person for indirect damages such as cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if xanado has been advised of the possibility of those costs or damages. Further, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated will not exceed at any time the total amounts during the prior six month period paid by you to xanado in connection with the particular service giving rise to the claim.
9. Insurance
If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term for the Elected Country commercial general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Xanado and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to the following address:
10. Tax Matters
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) Xanado automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) Xanado expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by Xanado and used by you. You agree to and will comply with the Tax Policies. You will comply with any applicable tax laws and fulfill all obligations to the tax authorities in a timely and complete manner. All fees and payments payable by you to Xanado under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying Xanado any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.
11. Confidentiality and Personal Data
During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination:
(a) All Confidential Information will remain Xanado's exclusive property except for customer personal data owned by the respective customer;
(b) You will use Confidential Information only as is reasonably necessary for your participation in the Services;
(c) You will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law;
(d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and
(e) You will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You shall not use our name, trademarks, or logos in any way (including in promotional material) without our prior written permission.
You may only use the customer personal information as necessary to fulfill orders and may not use any such customer information (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times and the above 5 years’ term limit does not apply to customer personal data.
Further, We will not disclose any of Your information to any third party except for the furtherance of Services obtained through our Platform.
12. Force Majeure
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
13. Relationship of Parties
Subject to the Payment Processing Service Terms, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Xanado, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.
14. Suggestions and Other Information
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Xanado Platform or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.
15. Modification
15.1. We will provide at least 15 days’ advance notice in accordance with Section 18 for changes to the Agreement.
15.2 However, we may change or modify the Agreement at any time with immediate effect
(a) For legal, regulatory, fraud and abuse prevention, or security reasons;
(b) To change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or
(c) To restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 18.
15.3 Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.
16. Password Security
Any password we provide to you may be used only during the Term to access Seller Dashboard (or other tools we provide, as applicable) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
17. Export
You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by including but not limited to the UAE Terrorist List issued by the UAE Federal Cabinet and the United Nations Consolidated List issued by the United Nation Security Council or any other applicable government authority.
18. Miscellaneous
(a) The laws of the Dubai govern this Agreement and all of its terms and conditions.
(b) Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement with Xanado or its Affiliates, including your use of the Services, any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it, shall be referred to and finally resolved by arbitration by Dubai International Arbitration Centre (“DIAC”) under the DIAC Arbitration Rules,2022 as amended from time to time. The seat or legal place of arbitration shall be the Dubai. The language used in the arbitral proceedings shall be English. Xanado and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
(c) You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided; however, that upon notice to Xanado, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement:
(a) In connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or
(b) To any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Xanado as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates.
(d) Xanado retains the right to immediately halt any of Your Transactions, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by applicable Onboarding Policies.
(e) Because Xanado is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms), or the customer’s agent for any purpose, Xanado will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.
(f) Xanado will provide notice to you under this Agreement by sending you an email notification, or by similar means. You must send all notices and other communications relating to Xanado via email, the Contact Us form, or similar means. To the extent that a translation is required for any reason under applicable Law, only a translation prepared or arranged by us may be relied upon in any formal proceedings and only with our prior written consent. You agree we may communicate with you in English during the Term.
(g) We may also communicate with you electronically and in other media, and you consent to such communications. You will ensure that all of your information is up to date and accurate at all times and update us from time to time.
(h) This Agreement incorporates and you accept the Agreement and the Onboarding Policies, which Xanado may modify from time to time. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
(i) Not with standing anything to the contrary herein, nothing in this Agreement or the applicable Onboarding Policies shall, or shall be interpreted or construed to, induce or require either party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with regulations, rules, or requirements that apply to any party to the Agreement or the applicable Onboarding Policies.
Definitions
As used in this Agreement, the following terms have the following meanings:
"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
"Xanado Platform” or “Platform” means any website or other online point of presence, mobile application, service or feature, other than the Xanado Site, through which the Xanado Site, or any products or services available on it, are syndicated, offered, merchandised, advertised, or described.
"Xanado Contracting Party" means the party outlined below.
Service
Selling on Platform
Execution by Xanado
Payment Processing Service
Other Services
Xanado Contracting Party
Xanado General Trading LLC
Xanado General Trading LLC
Xanado General Trading LLC
As may be specified in the applicable Service Terms or Program Policies
"Xanado Site" means the website, the primary home page of which is identified by the url ………… and any successor or replacement of such website.
"Confidential Information" means information relating to us, to the Services or XANADO customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.
"Content" means copyrightable works under applicable Law and content protected by database rights under applicable Law.
"Elected Country" means the United Arab Emirates.
"Excluded Products" means the items described on the applicable Restricted Products and Categories page on Seller Dashboard, any other applicable Onboarding Policy, or any other information made available to you by XANADO.
"Insurance Limits" means AED 1,000,000.
"Insurance Threshold" means AED 37,000.
"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, Emirate, or provincial level, as applicable) of competent jurisdiction.
"Local Currency" means Emirati Dirhams, being the lawful currency of the United Arab Emirates.
"Order Information" means, with respect to any of Your Products ordered through the Xanado Site, the order information and shipping information that we provide or make available to you.
"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.
"Onboarding Policies" means all policies and program terms provided on the Onboarding Policies page, including those policies referenced in the links.
"Sales Proceeds" means the gross proceeds from any of Your Transactions, including "Sales Proceeds" means the gross proceeds from any of Your Transactions, including
(a) All shipping and handling, gift wrap and other charges;
(b) Taxes and customs duties to the extent specified in the applicable Tax Policies.
"Seller Central" means the online portal and tools made available by XANADO to you, for your use in managing your orders, inventory, and presence on the XANADO Site or any other online point of presence.
"Service" means each of the following services: Selling on XANADO, Execution by XANADO, and the Transaction Processing Services, together in each case with any related services and materials we make available.
"Service Terms" means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.
"Technology" means any:
(a) Ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction;
(b) Interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and
(c) Software, hardware, code, technology, or other functional item.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.
"UAE" means the United Arab Emirates.
"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to XANADO or its Affiliates.
"Your Personnel" means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.
"Your Product" means any product or service that you:
(a) Have offered through the Selling on XANADO Service;
(b) Have made available for advertising through the XANADO Advertising Service; or
(c) Have fulfilled or otherwise processed through the Fulfillment by XANADO Service.
"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.
"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with any Service.
"Your Trademarks" means Trademarks of yours that you provide to us:
(a) In non-text form for branding purposes; and
(b) Separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
"Your Transaction" means any sale of Your Product(s) through the XANADO Site.
Payment Processing Service Terms
By registering for or using any service, you (on behalf of yourself or the business you represent) agree to be bound by these payment processing service terms for that service. Notwithstanding the foregoing, if a separate agreement governs the offer, sale or fulfillment of your products on the xanado site, the terms of that agreement will continue to govern the processing of your transactions to the extent described in that agreement.
P-1 Payments Processing Agency Appointment
You authorize Xanado to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf, remitting Sales Proceeds to Your Bank Account, charging your Credit Card, and paying Xanado and its Affiliates amounts you owe in accordance with this Agreement or other agreements you may have with Xanado Affiliates. Xanado provides the services described in these Payment Processing Service Terms and the related services described in Sections S-1.4, S-2.2, S-5, and F-8.2 of the Agreement (collectively, the "Payment Processing Services").
When a buyer instructs us to pay you, you agree that the buyer authorizes and orders us to commit the buyer's payment (less any applicable fees or other amounts we may collect under this Agreement) to you. You agree that buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. We will remit funds to you in accordance with this Agreement.
P-2 Remittance
Subject to Section 2 of the General Terms of this Agreement, Xanado will remit funds to you in accordance with Section S-5 of the Agreement and these Payment Processing Service Terms. Xanado’s obligation to remit funds collected or received by it or otherwise credited to your available balance in connection with Your Transactions is limited to funds in your available balance that have become available in accordance with this Agreement less amounts owed to Xanado and any taxes that Xanado automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the Tax Policies, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement. Without limiting Xanado's rights to collect any amounts you owe, Xanado’s receipt of Sales Proceeds or crediting of Sales Proceeds to your available balance discharges your obligation to pay applicable fees and other amounts under this Agreement to the extent the Sales Proceeds received or credited equal or exceed the fees and other amounts you owe and the Sales Proceeds are applied to the payment of those fees and amounts.
P-3 Your Funds
Your Sales Proceeds will be held in an account with Xanado (a "Seller Account") and will represent an unsecured claim against Xanado. Your Sales Proceeds are not insured as a deposit, nor do you have any right or entitlement to collect Sales Proceeds directly from any customer. Prior to disbursing funds to you, Xanado may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable Laws. You will not receive interest or any other earnings on any Sale Proceeds. To the extent required by applicable Laws, Xanado will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.
The Sales Proceeds will be credited to the bank account information maintained with us on a monthly basis, within 7 working days of the end of previous month.
P-4 Verification
We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time to time consumer credit reports to establish or update your Seller Account or in the event of a dispute relating to this Agreement or the activity under your Seller Account. You agree to update all Seller Account information promptly upon any change.
P-5 Dormant Accounts
If there is no activity (as determined by us) in connection with your Seller Account for a period of 12 months or more, your right to your available balance in your Seller Account ends (notwithstanding that you may have active listings). We will owe no further obligation to pay you all or any part of that available balance, on the date that is 12 months after the last transaction conducted on your Seller Account. During that 12-month period, we will notify you by means designated by us and provide you the option of keeping your Seller Account open and maintaining the Sales Proceeds in your Seller Account and we will make reasonable efforts to ensure payment to you of your available balance (subject to and provided that the payment is calculated on the terms of this Agreement).
Selling on Platform Service Terms
The Selling on Platform Service ("Selling on Platform") is a Service that allows you to offer certain products and services directly on the Xanado Platform.
These Selling on Platform Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Platform. By registering for or using the selling on platform service, you (on behalf of yourself or the business you represent) agree to be bound by the agreement, including these selling on platform service terms.
S-1 Your Product Listings and Orders
S-1.1 Products and Product Information. You will provide accurate and complete Required Product Information for each product or service that you offer through the Xanado Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Xanado Platform comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any material which is or in our sole and reasonable discretion we consider defamatory or obscene or materials which are otherwise prohibited by applicable Laws, and do not violate any third party’s copyright, trademark, design or other rights. You declare that Your Products were not produced, manufactured, assembled, or packaged by forced or child labor. You may not provide any information for, or otherwise seek to offer any Excluded Products on the Platform; or provide any URL Marks for use, or request that any URL Marks be used, on the Platform.
S-1.2 Product Listing; Merchandising; Order Processing.We will enable you to list Your Products on the Platform, and conduct merchandising and promote Your Products in accordance with the Agreement. We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and Xanado may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the Platform. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with Onboarding Policies.
S-1.3 Shipping and Handling Charges. For Your Products ordered by customers on or through the Platform that are not fulfilled using Fulfillment Services, you will determine the shipping and handling charges subject to our Onboarding Policies and standard functionality (including any category-based shipping and handling charges we determine, such as for products offered by sellers on the Individual selling plan). When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling. Please refer to the Fulfillment by Xanado Service Terms for Your Products that are fulfilled using Fulfillment by Xanado.
S-1.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions except, in each case, in connection with Seller-Fulfilled Products that are not fulfilled strictly in accordance with the Order Information and Shipment Information. You will bear all other risk of fraud or loss.
S-2 Sale and Fulfillment; Refunds and Returns
S-2.1 Sale and Fulfillment. Other than as described in the Fulfillment by Xanado Service Terms for each Xanado Site for which you decide to register or use the Selling on Xanado Service, you will:
(a) Source, offer, sell and fulfill your Seller-Fulfilled Products, and source and, offer and sell your Xanado-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the Xanado Site at the time of the order and be solely responsible for and bear all risk for those activities;
(b) Package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements and ship each of Your Products on or before its Expected Ship Date;
(c) Retrieve Order Information at least once each business day;
(d) Only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the Xanado Site at the time of the applicable order or as may be required under this Agreement;
(e) Fulfill Your Products throughout the Elected Country (except to the extent prohibited by Law or this Agreement);
(f) Provide to Xanado information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available;
(g) Comply with all Street Date instructions;
(h) Ensure that you are the seller of each of Your Products;
(i) Include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products;
( j) Identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and
(k) Not send customers emails confirming orders or fulfillment of Your Products. If any of Your Products are fulfilled using Fulfillment by Xanado, the Fulfillment by Xanado Service Terms for the Xanado Site will apply to the storage, fulfillment, and delivery of such Xanado-Fulfilled Products.
S-2.2 Cancellations, Returns, and Refunds. The Xanado Refund Policies for the Xanado Site will apply to Your Products. Subject to Section E-6, for any of Your Products fulfilled using Fulfillment by Xanado, you will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the Xanado Refund Policies for the Xanado Site, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with Your Transactions through Xanado. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay.
S-3 Problems with Your Products
S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S- 1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfillment by Xanado, if any, the Fulfillment by Xanado Service Terms for the Xanado Site will apply to non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of those of Your Products.
You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products.
S-4 Remittance of Sales Proceeds & Refunds
Except as otherwise stated in this Agreement, we will remit to you your available balance on a bi-weekly (14 day) (or at our option, more frequent) basis. For each remittance, your available balance is equal to any Sales Proceeds not previously remitted to you as of the applicable Remittance Calculation Date (which you will accept as payment in full for Your Transactions), less:
(a) The Referral Fees;
(b) The applicable Variable Closing Fee;
(c) Any Selling on Xanado Subscription Fees;
(d) Any other applicable fees described in this Agreement (including any applicable Onboarding Policies);
(e) Any amounts we require you to maintain in your account balance pursuant to this Agreement (including payments withheld pursuant to Section 2 of the General Terms, Section S-1.4, and applicable Onboarding Policies); and
(f) Any taxes that Xanado automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the Tax Policy.
We may establish a reserve on your account based on our assessment of risks to Xanado or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.
When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days. For sellers that are on the Individual selling plan, the remittance amount will not include Sales Proceeds from the 14-day period before the date of remittance. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our Affiliate), on the next available Remittance Calculation Date we will refund to you the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund (including refunded taxes and customs duties only to the extent specified in the applicable Tax Policy), less the Refund Administration Fee for each of Your Products refunded, which amount we may retain as an administrative fee. We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you. “Refund Administration Fee” means the applicable fee described on the Fee Arrangement for the Xanado Site.
Net Sales Proceeds will be credited to your available balance when they are received by us or our Affiliates.
S-5 Xanado’s Websites and Services
Selling on Xanado Definitions
"Xanado-Fulfilled Products" means any of Your Products that are fulfilled using the Fulfillment by Xanado Service.
"Xanado Refund Policies" means the return and refund policies published on the Xanado Site and applicable to products and services offered via the Xanado Site.
"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you:
(a) Have attempted to make available through the Xanado Site but that we do not honor or support (but only until such time as we honor or support the same on such Xanado Site); or
(b) Make available solely to third parties that either
(i) Purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or
(ii) Have affirmatively elected and opted-in to participate in your or one of your Affiliates' membership-based customer loyalty or customer incentive programs.
"Expected Ship Date" means, with respect to any of Your Products, either:
(a) The end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or
(b) If you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that Xanado designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer.
"Purchase Price" means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable Tax Policies ).
"Refund Administration Fee" means the lesser of 25 Emirati Dirhams (AED 25) or twenty percent (20%) of the applicable Referral Fee.
"Remittance Calculation Date" is the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date").
"Required Product Information" means, with respect to each of Your Products in connection with the Xanado Site, the following (except to the extent expressly not required under the applicable Program Policies):
(a) Description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies;
(b) SKU and UPC/EAN/JAN numbers, and other identifying information as Xanado may reasonably request;
(c) Information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Xanado from time to time);
(d) Categorization within each Xanado product category and browse structure as prescribed by Xanado from time to time;
(e) Digitized image that accurately depicts only Your Product, complies with all Xanado image guidelines, and does not include any additional logos, text or other markings;
(f) Purchase Price;
(g) Shipping and handling charge (in accordance with our standard functionality);
(h) Any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of Your Product;
(i) Any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product;
( j) Brand;
(k) Model;
(l) Product dimensions;
(m) Weight;
(n) A delimited list of technical specifications;
(o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog;
(p) The state or country Your Product ships from; and
(q) Any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products).
"Seller-Fulfilled Products" means any of Your Products that are not fulfilled using the Fulfillment by Xanado Service.
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and delivery date.
"Street Date" means the date(s), if any, specified by the manufacturer, distributor, and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
"URL Marks" means any Trademark, or any other logo, name, phrase, identifier, or character string, that contains or incorporates any top level domain (e.g., .com, .ae, .edu, .ca, .fr, .jp) or any variation of a top level domain (e.g., dot com, dotcom, net, or com).
"Your Transaction" is defined in the General Terms of this Agreement; however, as used in these Selling on Xanado Service Terms, it means any and all such transactions through Selling on Xanado only.
Execution by Xanado Service Terms
Execution by Xanado ("EBX") provides fulfillment and associated services for Your Products. These EBX Service Terms are part of the Agreement, and, unless specifically provided otherwise, concern and apply only to your participation in EBX. BY REGISTERING FOR OR USING EBX, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE GENERAL TERMS, INCLUDING THESE EBX SERVICE TERMS. You expressly agree that Xanado may engage its Affiliate(s) or a third party in order to complete one or more of the fulfillment and associated services outlined below.
These Selling on Platform Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Platform. By registering for or using the selling on platform service, you (on behalf of yourself or the business you represent) agree to be bound by the agreement, including these selling on platform service terms.
E-1 Your Products
Once you are accepted into EBX, you must apply to register each product you offer that you wish to include in the EBX program. We may refuse registration in EBX of any product, including on the basis that it is an EBX Excluded Product or that it violates applicable Policies. You may at any time withdraw registration of any of Your Products from EBX.
E-2 Product and Shipping Information
You will, in accordance with applicable Policies, provide accurate and complete information about Your Products registered in EBX. You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.
E-3 Shipping to Xanado
E-3.1 Except as otherwise provided in Section E-3.4 and Section E-5, EBX is limited to Units that are shipped to and from fulfillment centers located within the Elected Country, to be delivered to customers in the same Elected Country only. You will ship Units to us in accordance with applicable Policies. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance) and Xanado will not pay any shipping costs. You are responsible for payment of all customs, duties, taxes, and other charges. In the case of any improperly packaged or labeled Unit, we may return the Unit to you at your expense (pursuant to Section E-7) or re-package or re-label the Unit and charge you an administrative fee.
E-3.2 You will not deliver to us, and we may refuse to accept, any shipment or Unsuitable Unit.
E-3.3 We may, at our option, allow you to ship Units at your expense (as described in Section E-9.2) to fulfillment centers using discounted shipping rates that we may make available to you for certain carriers. In such event, you will use the processes and supply the information that we require for you to obtain such discounted rates. You also must comply with standard operating procedures, weight and size restrictions, and other shipping requirements of the applicable carriers. If we provide you with the estimated shipping costs prior to shipment, you acknowledge and agree that actual shipping costs may vary from such estimates. In addition, if the weight of the Unit, as determined by the applicable carrier, differs from that submitted by you to us for purposes of determining the estimated shipping costs, then:
(a) You may be charged more than the estimated shipping costs if the carrier determines that such Unit weighs more than as submitted by you; or
(b) You may be charged the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by you. You will not use carrier account information (e.g., carrier account number, amount of shipping rates, etc.) for any purpose, nor disclose such information to any third party, and you will protect such information as Xanado's confidential information in accordance with Section 11 of the General Terms of this Agreement. As between you, us, and the applicable carrier, you will be the shipper of record, and we will make payment to the carrier with respect to the shipment of all Units using such discounted rates. Title and risk of loss for any Unit shipped using discounted rates provided by us under this Section will remain with you, and our provision of such shipping rates will not create any liability or responsibility for us with respect to any delay, damage, or loss incurred during shipment. You authorize the applicable carrier to provide us with all shipment tracking information.
E-3.4 - If you ship Units from outside the Elected Country (including where Units have not passed through the Elected Country’s customs controls) to fulfillment centers, you will list yourself as the importer/consignee and/or exporter of record, as applicable and nominate a customs broker. Neither Xanado (nor any of its Affiliates) shall be listed as the importer or exporter on any import, export or other customs documentation. Xanado or such Affiliate reserves the right to refuse to accept the Units covered by the import documents and any costs assessed against or incurred by Xanado or that Affiliate will be collected from Your Credit Card or Your Bank Account, deducted from or set off against amounts payable to you, or by other method at our election.
E-4 Storage
We will provide storage services as described in these EBX Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any fulfillment center. We will not be required to physically mark or segregate Units from other inventory units (e.g., products with the same Xanado standard identification number) owned by us, our Affiliates or third parties in the applicable fulfillment center(s). If we elect to commingle Units with such other inventory units, both parties agree that our records will be sufficient to identify which products are Units. We may move Units among facilities. If there is a loss of or damage to any Units while they are being stored, you will, at our request, provide us a valid tax invoice for the compensation to be paid to you. If we compensate you for a Unit, we will be entitled to dispose of the Unit pursuant to Section E-7. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not:
(a) Indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery;
(b) Indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or
(c) Waive, limit, or reduce any of our rights under this Agreement. We reserve the right to change, scheduling restrictions and volume limitations on the delivery and storage of your inventory in fulfillment centers in accordance with Section 15 of the General Terms, and you will comply with any of these restrictions or limitations.
E-5 Fulfillment
As part of our fulfillment services, we will ship Units from our inventory of Your Products to the shipping addresses in the Elected Country included in valid customer orders. We may ship Units together with products purchased from other merchants, including any of our Affiliates.
E-6 Customer Returns
E-6.1 We will receive and process returns of any Xanado Fulfillment Units that were shipped to addresses within the Elected Country in accordance with the terms of General Terms, these EBX Service Terms, and the Policies. Any Sellable Units that are also Xanado Fulfillment Units and that are properly returned will be placed back into the inventory of Your Products in the EBX Program. We may fulfill customer orders for Your Products with any returned Xanado Fulfillment Units. Except as provided in Section E-7, you will retake title of all Units that are returned by customers.
E-6.2 Subject to Section E-7, we will, at your direction, either return or dispose of any Unit that is returned to us by a customer and that we determine is an Unsuitable Unit.
E-7 Returns to You and Disposal
These Selling on Platform Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Platform. By registering for or using the selling on platform service, you (on behalf of yourself or the business you represent) agree to be bound by the agreement, including these selling on platform service terms.
E-8 Customer Service
E-8.1 We will be responsible for all customer service issues relating to packaging, handling and shipment, and customer returns, refunds, and adjustments related to Xanado Fulfillment Units. We will determine whether a customer will receive a refund, adjustment or replacement for any Xanado Fulfillment Unit and we will require you to reimburse us where we determine you have responsibility in accordance with the Agreement (including these EBX Service Terms and the Policies). We will promptly notify you when you are responsible for a customer refund. You may appeal if you disagree with our finding within thirty (30) days after our notification, in addition to your right to request that Units be returned to you under Section E-8.1. Except as provided in this Section E-8 regarding any Xanado Fulfillment Units, customer service will be handled in accordance with your Seller Agreement.
E-8.2 In situations relating to Xanado Fulfillment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents, or contractors, we will, at our option, for any Xanado Fulfillment Unit,
(i) Ship a replacement Unit to the customer and reimburse you, or
(ii) Process a refund to the customer and reimburse you. Any customer refund will be processed in accordance with the Selling on Xanado Service Terms and the Payment Processing Service Terms. Notwithstanding the Selling on Xanado Service Terms, we will be entitled to retain the applicable fees payable to us under the Selling on Xanado Service Terms and these EBX Service Terms, respectively. Except as expressly provided in this Section E-8.2, you will be responsible for all costs associated with any replacement or return.
E-9 Compensation for Fulfillment Services
E-9.1 Handling and Storage Fees. You will pay us the applicable fees described in the Fee Arrangement. You will be charged the Storage Fee beginning on the day (up to midnight) that the Unit arrives at a fulfillment center and is available for fulfillment by Xanado (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of:
(a) The day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of the Unit; or
(b) The day (up to midnight) we actually ship the Unit to your designated return location or dispose of the Unit.
E-9.2 Shipping and Gift Wrap. For any Xanado Fulfillment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfill through the EBX Program. As between you and us, these charges will be your charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer. In the case of shipments of Units sold through the Xanado Site that qualify for the "Free Shipping" promotion, the amounts charged to the customer for shipping the Units that Xanado fulfills will first be charged to the customer and will next be deducted from the total charges to the customer as your promotion and Xanado will not charge you the fee described above. If you ship Units to us using the shipping rates that we may make available pursuant to Section E-3.3, you will reimburse us for the actual amounts charged to us by the applicable carrier for such shipments.
E-9.3 Proceeds. We may as appropriate keep part of or all proceeds of any Units that we are entitled to dispose of pursuant to E-7 above, or to which title transfers, including returned, damaged, or abandoned Units. You will have no security interest, lien, or other claim to the proceeds that we receive in connection with the sale, fulfillment, and/or shipment of these Units.
E-10 Indemnity
In addition to your obligations under Section 6 of the General Terms of this Agreement, you also agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim that arises from or relates to:
(a) The Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section E-4), including any personal injury, death, or property damage;
(b) Any of Your Taxes or the collection, payment, or failure to collect or pay Your Taxes; and, if applicable
(c) Any sales, use, value added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, or any customs, duties, or similar assessments (including penalties, fines, or interest on any of the foregoing) imposed by any government or other taxing authority in connection with the shipment of Foreign-Eligible Products to Foreign Addresses (collectively, "Foreign Shipment Taxes").
E-11 Release from claims, suits etc.
You, on behalf of yourself and any successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns, and any other person or entity claiming by, through, under, or in concert with them (collectively, the "Releasing Parties"), irrevocably acknowledge full and complete satisfaction of and unconditionally and irrevocably release and forever fully discharge Xanado and each of our Affiliates, and any and all of our and their predecessors, successors, and Affiliates, past and present, as well as each of our and their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under, or in concert with any of them (collectively, the "Released Parties"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts, or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, "Losses") which the Releasing Parties now own or hold or at any time have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the shipment, export, or delivery of Your Products to Foreign Addresses, including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort, product liability, contract, warranty, or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for or use EBX, which the Releasing Parties are giving up by agreeing to these EBX Service Terms. It is your intention in agreeing to these EBX Service Terms that these EBX Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.
E-12 Disclaimer
In addition to the disclaimer in section 7 of the general terms of this agreement, we disclaim any duties of a bailee or warehouseman, and you waive all rights and remedies of a bailor (whether arising under common law or statute or otherwise), related to or arising out of any possession, storage, or shipment of your products by us or our affiliates or any of our or their contractors or agents.
E-13 Effect of Termination
Your termination rights are set forth in Section 3 of this Agreement. Following any termination of the Agreement or these EBX Service Terms in connection with the Elected Country, we will, as directed by you, return to you or dispose of the Units held in the Elected Country as provided in Section E-7. If you fail to direct us to return or dispose of the Units within thirty (30) days (or as otherwise specified in the applicable Onboarding Policies) after termination, then we may elect to return and/or dispose of the Units in whole or in part, as provided in Section E-7, and you agree to such actions.
Upon any termination of these EBX Service Terms in connection with the Elected Country, all rights and obligations of the parties under these EBX Service Terms in connection with the Elected Country will be extinguished, except that the rights and obligations of the parties under Sections E-1, E-2, E-3, E-4, E-5, E-6, E-7, E-8, E-9, E-11, E-12, and E-13 with respect to Units received or stored by Xanado as of the date of termination will survive the termination.
E-14 Tax Matters
You understand and acknowledge that storing Units at fulfillment centers may create a tax presence for you in the applicable territory or jurisdiction in which the fulfillment center is located, and you will be solely responsible for any taxes owed as a result of such storage. If any Foreign Shipment Taxes or Your Taxes are assessed against us as a result of performing services for you in connection with the EBX Program or otherwise pursuant to these EBX Service Terms, you will be responsible for such Foreign Shipment Taxes and Your Taxes and you will indemnify and hold Xanado harmless from such Foreign Shipment Taxes and Your Taxes as provided in Section E-10 of these EBX Service Terms.
E-15 Additional Representation
In addition to your representations and warranties in Section 5 of the General Terms of this Agreement, you represent and warrant to us that:
(a) You have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these EBX Service Terms;
(b) You will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition;
(c) All Units and their packaging will comply with all applicable marking, labeling, and other requirements required by Law;
(d) No Unit is or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor;
(e) You and all of your subcontractors, agents, and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws of the Elected Country, its territories, and all other countries where Units are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours, and minimum ages of workers; and
(f) That all Foreign-Eligible Products
(i) Can be lawfully exported from the Elected Country, without any license or other authorization; and
(ii) Can be lawfully imported into, and comply with all applicable Laws of, any eligible country.
EBX Definitions
"Xanado Fulfillment Units" means Units fulfilled using EBX that are sold through the Xanado Site. For avoidance of doubt, if you have successfully registered for or used both the EBX and Selling on Xanado Services, then the term "Xanado Fulfillment Units" and the defined term "Xanado Fulfilled Products" in the Selling on Xanado Service Terms both refer to the same items.
"EBX Excluded Product" means any Unit that is prohibited by the applicable Policies.
"Foreign Address" means any location that is not within the Elected Country.
“Policies” or “Onboarding Policies” means polices applicable to sellers defined on Sellers Dashboard.
"Sellable Unit" means a Unit that is not an Unsuitable Unit.
"Seller Agreement" means the Selling on Xanado Service Terms, any professional seller addendum, any successor to any of these agreements, or any other similar agreement (as determined by Xanado) between you and us that permits you to offer products and services via the Xanado Site.
"Shipping Information" means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.
"Unit" means a unit of Your Product that you deliver to Xanado in connection with the EBX Program.
"Unsuitable Unit" means a Unit:
(a) That is defective, damaged, unfit for a particular purpose, or lacking required label(s);
(b) The labels for which were not properly registered with Xanado before shipment or do not match the product that was registered;
(c) That is an EBX Excluded Product or does not comply with the Agreement (including applicable Service Terms and Onboarding Policies);
(d) That Xanado determines is unsellable or unfulfillable; or
(e) That Xanado determines is otherwise unsuitable.
