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XB2BX VENDOR AGREEMENT
 

PRESENTATION.

THIS XB2BX MARKETPLACE VENDOR AGREEMENT ("AGREEMENT") IS AN GENERAL SAMPLE OF THE AGREEMENT THAT WILL BE MADE BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (FROM NOW ON "YOU" OR "YOU ARE") AND XB2BX.COM Commercial centre Organization (FROM Presently ON "XB2BX") Administering you Utilize OF XB2BX Commercial centre AS A Seller FOR Posting YOUR ADD-ONS, Expansions AND Integrative (Within The FUTURE "APPLICATIONS") OR Coordinated ANY Advertise Almost YOU OR YOUR COMPANY OR THE Item Which Will YOU Speak to.

This E-Commerce Marketplace Vendor Services Agreement (hereafter referred to as "Agreement") is made on the... day of 2023, which is considered the "Execution Date". It signifies your approval of this Agreement between:

 You, (Vendor Name), a Vendor organized following the laws of the United Kingdom and European Companies (herein referred to as "Vendor"); this Term, unless contrary to the context and meaning thereof, shall include your heirs, legal representatives, successors, liquidators, receivers, administrators, and permitted assigns;

XB2BX service provider, or (Vendor), an online marketplace where businesses and private individuals list their products and make offers to buy them shall in the future be referred to individually as "Party" and together as "Parties" to businesses and self-employed individuals.

Both the Service Provider and the Vendor are aware that the Platform's overall performance, as well as the trade names of the Service Provider and its Affiliates, depend on its users' perceptions of it as a reliable online and electronic marketplace for the exchange of products and services;

These presentations will frame a portion of the Ascension. The Parties wish to enter into this Understanding to report and record their common understandings and understandings concerning the terms and conditions on which Benefit Supplier should make Benefit Supplier Trade accessible to Merchant, and the Seller should profit from Benefit Supplier Trade.

Therefore, to be legally bound, the Parties agree as follows in exchange for their reciprocal pledges and other consideration, the sufficiency of which is acknowledged:

1.      Whereas,

a.      Vendor's activities include, but are not limited to, designing, producing, and marketing various designer store goods and associated services in the European Economic Area ("Business"); 

b.      In addition to operating e-commerce businesses for independent third-party manufacturers and retailers, the service provider also offers its proprietary technology, website design and development capabilities, order processing capabilities, customer service capabilities, fulfilment capabilities, and centralized inventory, invoicing, and payment management to these entities/persons so they can provide e-commerce services.

c.      To use Service Provider Business for the Vendor's Business, Vendor approached Service Provider, and Service Provider agreed to make Service Provider Business available to Vendor by complying with the necessary documentation and payment of the consideration amount as agreed upon by the parties;

d.      To develop its trade name among customers and distributors and to build a strong brand, the service provider has made and is now making significant investments in money, know-how, and other resources. 

e.      XB2BX-Marketplace

f.       A platform called XB2BX Marketplace enables vendors to upload their apps for use by consumers of XB2BX Services (referred to as "Customers"). As a vendor, you can charge a fee or, in some cases, provide your application for free. You can specify whether Customers should order your apps through the ordering and licencing management system at www.xb2bx.com or buy the licence directly if you decide to charge for your Application in the XB2BX-Marketplace. You know that XB2BX may charge you an annual listing fee different from the yearly refundable fee for listing your Application in the XB2BX-Marketplace.

2.      XB2BX-Marketplace listing for your applications 

a.      Before being featured on the XB2BX marketplace, your application must pass the approval process set by XB2BX. Within an appropriate time, range established by the XB2BX company group, you will be expected to address and resolve any issues discovered by XB2BX throughout the approval process. The submitted Applications will be listed on the XB2BX Marketplace once the evaluation and approval process has been completed. You are aware that XB2BX retains the right, in its sole discretion, to alter the review standards and procedures. 

b.      Delivery of Application: You're required to deliver the Application beside any data that XB2BX reasonably demands from you concerning such Application, such as the title, depiction, symbol, symbol, and trademarks, before the initial availability date that you assign for your Application within the XB2BX-Marketplace. You're in charge of giving precise data approximately your application. You guarantee to promptly supply XB2BX with exact data in case any data you've provided has to be redressed. You are in charge of giving accurate information about your application. You promise to immediately supply XB2BX with precise information if any information you've provided needs to be corrected. Despite those mentioned earlier, you are not obliged to deliver your application if XB2BX is not hosting your applications. You must still give XB2BX any other application-related information it requests.

c.      Financial Terms: If you decide to distribute your applications for a fee via XB2BX.com's ordering and licencing management system, you must get in touch with XB2BX to negotiate an appropriate contract that specifies the listing fees that apply as well as other information like XB2BX.com's marketing obligations concerning promoting your applications.

d.      Grant of Licence to XB2BX.com: If XB2BX decides to include your Application in the XB2BXMarketplace, you thus grant XB2BX.com a non-exclusive, worldwide, royalty-free licence to the designated Vendor (subject to payment of listing costs, if any). 

e.      Resell, distribute, or make your application available to customers via the XB2BXMarketplace via all current or future electronic distribution channels; 

f.       Utilize the Applications in all advanced and other groups for unique purposes in association together with your posting on the XB2BXMarketplace, counting propagation, publicizing, advancement, transmission, open show, and open execution; 

3.     To use, reproduce, copy, and distribute your application for the following purposes: 

a.      Testing and evaluation.

b.      The exercise by XB2BX.com of its rights and the performance by XB2BX.com of its responsibilities hereunder.

c.      The enforcement of this Agreement.

d.      End User Licence Agreement: It is your exclusive responsibility to make customers aware of the licence conditions of your application (also known as the "End User Licence Agreement" or "EULA"). You must make sure that your EULA (i) clearly states that you are the Application's licensor and that XB2BX is not a party to it and (ii) complies with the guidelines in this Agreement. You agree that XB2BX disclaims all responsibility and liability for your or any other customer's compliance or noncompliance with a EULA.

e.      Compliance: You are responsible for making sure your applications abide by this Agreement's provisions as well as all applicable laws, including those governing the development or use of Applications, the use of SDKs, the restrictions on API calls, etc. In the event of any direct disagreement between the terms and conditions stated here and, in this Agreement, this Agreement's terms and conditions shall prevail.

f.       Your Support Responsibilities

g.      You promise to make commercially reasonable efforts to offer customers help using Applications via chat, email, and telephone. You agree that XB2BX is not in any way responsible for supporting your applications and that you alone are entirely responsible for providing customers with reasonable assistance. You must give XB2BX a current email address where it can send customer support requests regarding your applications. You must react to support requests from XB2BX.com or customers within four (4) days of receiving them. You commit to replying within six (6) hours of receiving our assistance request if we determine a problem to be critical. 

h.      Limitations and Obligations

i.       You guarantee that all information you give XB2BX is truthful, accurate, and complete and that you have the legal right to enter into this Agreement.

j.       You ensure and show that you are the legitimate proprietor of all mental property rights in and to the applications you yield for consideration in XB2BX Marketplace. You expressly guarantee that you did not steal the logic or script for the Application from programmes created by other suppliers. You alone are accountable for making sure that your application does not infringe on the legal or regulatory rights of any third party, including any intellectual property rights, privacy rights, or publicity rights;

k.      If you distribute your Application with any information, you say that such statement is appropriately authorized or claimed by you. You, too, get it that by endorsing an application in conjunction with the information, you give the Clients a permit to utilize such information; 

l.       You concur not to utilize unessential labels, depictions and screenshots for Applications submitted by you for posting on XB2BX Marketplace;

m.     You recognize that other shippers may make and post comparative or competing applications. You agree not to create any mental property right infringement claims against such vendors concerning comparable or competing applications unreservedly made by them; 

n.      By using third-party "open source" software or other third-party intellectual property in any Application, you undertake to include all attributions, copyright information, and other notices, terms, and restrictions that may be needed to be supplied to Customers depending on your use of such third party intellectual property. The use of any Application by XB2BX.com (in the manners permitted hereunder) shall not be subject to, or in any way breach, any open-source brother third-party terms or agreements; 

o.      Customers may be given the option to edit their applications. You are solely responsible for concluding a proper contract with the Customers if you allow them to change the Applications;

p.      You concur not to post any Application which will be utilized for any illegal reason;

q.      You're exclusively mindful of guaranteeing that your application will not transmit any infections, worms, malware or other hurtful code;

r.       You concur not to require any activity that meddles with, harm or make a stack on XB2BX Marketplace.

s.       You concur not to create any representations concerning XB2BX Commercial Centre or your Applications that damage any law;

t.       You concur to conduct yourself professionally and not demonize the goodwill of XB2BX. XB2BX Commercial Centre.

4.     Further Terms

a.      Nothing in this Assentation will be deciphered as confining or anticipating XB2BX from freely creating highlights, applications, substance, items, or administrations that will be similar to or competitive together with your applications ("XB2BXApplications"). You get it and recognize that XB2BX may be doing so.

b.      Ownership: Any intellectual property rights in your applications remain your own. All rights, titles, and interests in and to the XB2BX Applications, XB2BX Services, APIs, documentation, XB2BX Trademarks, and XB2BX Marketplace ("XB2BXMaterials") are owned by XB2BX.

c.      Comments: You are welcome to send XB2BX feedback about the applications, XB2BX applications, or the XB2BX marketplace (collectively, "Feedback"). As a result, you assign to XB2BX all of the legal and equitable rights, titles, and interests in and to such Feedback (including all related intellectual property rights). XB2BX may use the Feedback for all commercial and non-commercial purposes without incurring any liability on your part.

d.      Trademarks: You must abide by any rules XB2BX.com has established regarding the use of the XB2BXMarks when using any of the company's trademarks, logos, or trade names (collectively, the "XB2BXMarks"). The XB2BXMarks may not be changed or altered, nor may they be used unclearly, including without limitation, by implying any sponsorship or support by XB2BX.com. You are not permitted to retain any XB2BXMarks in your company name, trademarks, or service marks. Your right to use the XB2BXMarks may be terminated by XB2BX at any moment, for any reason or no reason.

  9.     Liability Limitation of the Service Provider. 

a.      Despite anything to the contrary contained in this Agreement, the Service Provider and its affiliates are not liable to the Vendor or any other person or entity for the cost of insurance or any indirect, incidental, special, consequential, punitive, or exemplary damages (including damages for lost revenues, lost profits, or lost anticipated profits, among other things). 

b.      This Agreement's representations, warranties, and responsibilities are subject to claims (each a "Claim," and all claims together, the "Claims") made by or resulting from customers. Without XB2BX.com's prior written approval, which cannot be unreasonably refused, you undertake not to settle a Claim.

10.     BUSINESS OR DATA) RESULTING FROM OR CONNECTED. 

a.      THIS CONTRACT. Following this Agreement, any applicable law, or equitable theory, Service Provider's total liability to Vendor shall be limited to actual and proven direct damages sustained by Vendor as a result of gross negligence or willful misconduct on the part of Service Provider, its Affiliate, and each of their respective directors, officers, employees, and agents in the course of rendering their respective services and fulfilling other obligations under this Agreement. In no event shall the Service Provider be liable, directly or indirectly, to the Vendor and its Affiliates or any third party for any losses, damages, liabilities, costs, and expenses (including taxation) that are in the aggregate more extraordinary than the (i) amounts paid by the Vendor to the Service Provider in the immediately preceding twelve-month period under this Agreement if such losses and other expenses are attributable to Platform Services.

11.  REPRESENTATIONS AND WARRANTIES GOING FORWARD

a.      Each Party represents and warrants the following in addition to any representations and warranties in this Agreement: 

b.      It is a corporation that has been adequately incorporated, is in compliance with all applicable laws, and is in good standing; the execution and fulfilment by such Party of the terms of this Agreement and the consummation of the transactions contemplated as a result of this do not and will not violate such Party's certificate of incorporation or bylaws, conflict with or result in (a) a breach or default under any indenture, Agreement, judgement, decree, order, or ruling to which such Party is a party that would materially impair such Party's ability to perform its obligations under this Agreement, (b) a violation of any applicable law, and do not and will not violate any of the preceding; and

c.      It shall abide by all applicable laws when carrying out its duties and asserting its rights under this Agreement.

d.      NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT EXCEPT AS SPECIFIED IN THIS AGREEMENT. AS A RESULT OF THIS, EACH PARTY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF VENDOR ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

e.      Concerning the Platform, Platform Services, and Payment Facilitation Services, the Service Provider disclaims all stated or implied warranties, which are supplied "as is." 

12.  ARRANGEMENT TERM

a.      Beginning on the Effective Date, this Agreement is in force until it is terminated. ("Term") 

b.      By giving the other Party a 30-day written notice of termination, either Party may end this Agreement and all currently in effect Commercial Terms without incurring any further responsibilities or liabilities.

c.      Any serious breach of this Agreement by the other Party shall give either Party the right to cancel this Agreement, provided, however, that the breaching Party has a cure period of [thirty (30) days] to cure such breach and give the non-breaching Party with necessary documents satisfactorily evidencing cure of such violation, the non-breaching Party shall not terminate this Agreement to that without providing the breaching Party a cure period of [thirty (30) days] to cure such breach.

d.      The right to cancel this Agreement by Service Provider upon the occurrence of any insolvency event involving Vendor. It is made clear that any of the following shall constitute an insolvency event concerning Vendor and shall be regarded to have occurred: 

e.      The Vendor has stopped operating the business or has threatened to do so; or

f.       The winding up of the Vendor has either been the subject of an official resolution or a legally binding decree.

g.      Unless it is part of an amalgamation plan, or the Vendor has gone bankrupt or entered bankruptcy (unless it is for a fully solvent reorganization); or

 h.      The Vendor has entered into, or has taken action to enter into, administration, administrative receivership, receivership, voluntary arrangement, scheme of arrangement with creditors, any analogous or similar procedure in any jurisdiction, or any other form of process relating to insolvency, reorganization, or dissolution in any jurisdiction, or a petition is presented, or any person takes another action with a view to any of those things

13.  IMPLICATIONS OF TERMINATION

a.      All confidential information and any other materials provided by one Party to the other will be destroyed upon the expiration or termination of this Agreement.

b.      Must be immediately returned, the returning Party must certify the return, and all copies of such materials and any other information that cannot be returned must be destroyed;

c.      A Party's rights and remedies that have accrued before the date of termination are unaffected by the termination of this Agreement, which does not release any Party from any of its responsibilities or liabilities. 

d.      The clauses in Sections 9 (Intellectual Property), 10 (Confidentiality), 12 (Indemnification), 13 (Representations and Warranties), 15 (Consequences of Termination), 16 (Governing Law), and 17 (Dispute Resolution), as well as Section 18.2 (Notices) of this Agreement, shall remain in effect even after this Agreement expires or is terminated early.

e.      Any obligations or responsibilities of the Vendor and Service Provider towards the shall survive the termination of this Agreement.

f.       End Customer who has obligations or duties accumulated since this Agreement's termination.

14.  RULE OF LAW

a.      This Agreement shall be governed by European law without regard to European rules on law conflicts. Each Party, as a result of this, irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts from that place) in any such suit, action, or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have concerned any matter or dispute under or connected with this Agreement, subject to the provisions of Section 17 (Dispute Resolution). 

b.      Any such suit, action, or procedure brought in any such court has been brought in an unfavourable forum, according to any such court. Anywhere in the globe, including at the specified electronic mail address, the Vendor may receive service of process in connection with any such lawsuit, action, or proceeding.

c.      If the Vendor wants to avoid adhering to the aforementioned legal laws and jurisdiction, the Vendor must not accept this Agreement and use the Platform.


15.  CONTROVERSY RESOLUTION

a.      Any disagreement that develops between the Parties must first be tried to be addressed through negotiations conducted in good faith.

b.      Suppose the Parties cannot settle such disagreements through negotiations in good faith within thirty (30). In that case, Either Party may request that the controversy be submitted to arbitration within five business days of the date that either Party provides written notification of the existence of such dispute.

c.      As described in this Section. Before the arbitrator's decision, this Agreement and the Parties' rights and responsibilities will still be in full force and effect.

d.      The Arbitration and Conciliation Act, 1996 (as it applies in Europe) and any statutory amendment or re-enactment shall govern the arbitration.

e.      The arbitration will take place in Surat, with English being the language of the proceedings.

f.       Three (3) arbitrators will preside over the arbitration. The two arbitrators will be chosen by each Party, who will nominate one.

g.      The arbitrators must choose a presiding arbitrator. If the Parties fail to designate their respective arbitrators within thirty (30) days of submitting their dispute for arbitration following Section 17.2 above, or if the two arbitrators appointed fail to specify the presiding arbitrator within thirty (30) days of the date of appointment of the later of the first two arbitrators, a sole arbitrator shall be appointed following the European Arbitration and Conciliation Act, 1996 by the European Commission.

h.      The arbitrator's ruling will be supported by written evidence outlining the dispute's facts and the arbitrator's justifications. The arbitrator's judgement of a fair distribution of costs will be used to determine the award. 

i.       Despite the information contained, Both Parties acknowledge and agree that the covenants and obligations contained in this Agreement relate to unique, unusual, and extraordinary matters and that any violation of the terms of such covenants and obligations will result in the aggrieved Party suffering irreparable loss and harm. Therefore, regardless of the terms of this Agreement, each Party shall be allowed to approach any appropriate venues to obtain an injunction, restraining order, or other equitable relief that a court of competent jurisdiction may judge as suitable or necessary. 

16.  AVERAGE CAUSES 

a.      Independent Business Persons 

b.      Principal-to-principal interaction underpins the connection between the Parties. Nothing included in this Agreement shall be construed as designating either Party as a partner, or joint venture agent, to appoint a fiduciary or establish an employer-employee relationship between the Parties or to act as the legal representative of the other Party.

c.      Correspondence and Notices

d.      Notices: Any notice, consent, or waiver (including the information for arbitration) required or permitted by this Agreement shall only be adequate if it is in writing and shall be deemed received by the Party to which it is sent: (i) upon delivery when delivered by hand; (ii) three (3) days after being sent, if sent with all sending expenses prepaid; (iii) when transmitted, if sent by confirmed facsimile; or (iv) five (5) days after being transmitted. 

e.      Mail with return receipt desired, postage paid, and the following address:

f.       If the Vendor: [At the address that You have given]. Service Provider: XB2BX.com has a physical address at 45 Albemarle Street, Mayfair, London, United Kingdom, W1S4JL.

g.      Obs. [Service Provider may modify the address by updating the Platform with the new information.] Please examine the end provider and be specific. 

h.      Electronic mode for general communications: 

i.       The Vendor acknowledges and agrees that when using the Platform or sending emails or other data, information, or communications to the Service Provider, the Vendor communicates with the Service Provider through electronic records. The Vendor also consents to receive communications from the Service Provider via electronic documents regularly and as needed. The Service Provider will email Vendor at the designated email address. 

j.    At the time of registration by the Vendor. 

k.    Project Management and Subcontracting 

l.      Without the prior written approval of the Service Provider, Vendor shall not assign any of its rights, obligations, or responsibilities under this Agreement. In the absence of such consent, any such assignment shall be unlawful. The parties hereto, as well as their permitted successors and assignees, shall be bound by and benefit from all of the terms and conditions of this Agreement. The Vendor is aware that Service Provider can assign one or more of its business ventures to any third party, including Affiliates, and Vendor accepts this fact.

m.     Public Statements / Press Releases:

n.   Unless compelled by law, the Vendor shall only disseminate press releases or make public statements on the transactions anticipated by this Agreement with the Service Provider's prior approval.

o.      Periodic modification and evolution of the Terms

p.      By publishing a new version of the Agreement on the Platform, the service provider is free to change the terms at any moment. Any updates and modifications may be communicated to the Vendor using the designated email address. The Vendor is urged to review the terms and conditions of this Agreement and the Platform Policies regularly for any updates or modifications. After the Service Provider makes changes to this Agreement and the Platform Policies, the use of the Platform, Platform Services, or Service Provider Business by the Vendor shall be construed as the Vendor's unconditional and complete acceptance of those changes (effective as of the date the Service Provider made those changes).

 If the Vendor rejects the:



 

 e.       XB2BX.com's Control of Commercial Centre: XB2BX may, in its sole caution, decide whether to form available or list an Application within the XB2BX Commercial Centre. XB2BX may, in its sole tact, so any exchange, expel any Application or take other activities as required to limit get to or accessibility of any Application that does not comply with something else might antagonistically affect XB2BX or the Clients. Incorporation of your Application within the XB2BX Marketplace does not soothe you of your obligation to comply with appropriate laws or the commitments indicated in this Assertion.

f.      Security of Client data: As a portion of advertising your Applications on XB2BX Marketplace, (i) you will collect specific data from Clients, a few of which may incorporate identifiable data ("Seller Collected Client Information"); and (ii) XB2BX may share with you specific identifiable data of Clients such as title, company title, physical address, email address and phone number ("XB2BX Collected Client Information") (("Seller Collected Client Information" and "XB2BX Collected Client Information" is as a result of this called "Client Information").

g.      You consent to Keep adequate administrative, physical, and technical protections for the security, confidentiality, and integrity of Customer Data following industry standards; and

h.       To ensure Client Information from (a) accidental or illegal pulverization, (b) unintentional misfortune, alteration, or handling, (c) and (d) unauthorized revelation or get to, take all commercially sensible and suitable lawful, organizational, and specialized implies;

i.       comply with all pertinent directions concerning information security and protection;

j.      Use Client Information as it were for purposes that are allowed by this Ascension and those that Clients have particularly authorized; 

k.       Not divulge any Customer Data unless required by law or as explicitly authorized by Customers in writing;

l.     Obtain all required consents and provide customers with legally sufficient privacy notices in compliance with general privacy and data security legislation; 

m.      Remind clients that XB2BX is not liable for the confidentiality, security, or accuracy of client data collected by vendors; and

n.      Upon request from XB2BX.com, execute the necessary data protection agreements to ensure adherence to all relevant general privacy and data security regulations.

o.      Applications submitted to XB2BX Marketplace can be rated and reviewed by customers, who can do so at no cost. The XB2BX Marketplace will display the ratings and reviews in various ways, including as aggregated, categorized, or raw displays of the ratings and reviews. The ratings and reviews system aims to give users a method to voice their opinions about an application on the XB2BX Marketplace. 

p.      Information that has been combined: Concerning the XB2BX Marketplace and your Applications, XB2BX may gather the information that has been connected but has yet to be personally identified. XB2BX reserves the unrestricted right to exploit and use such aggregated data.

q.       Export: You guarantee that you will abide by all applicable export laws, and you represent, warrant, and certify this to XB2BX.

5.     Refusal of Warranties 

a.      "AS IS" AND "WITH ALL FAULTS" IS HOW XB2BX MATERIALS ARE PROVIDED. Excluding implied warranties of merchantability, title, non-infringement, and fitness for any purpose, XB2BX and its third-party licensees DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. XB2BX makes no representation, warranty, or guarantee about the following: (I) that utilize of the XB2BX materials will be continuous, error-free, or meet your prerequisites or desires; or (II) that XB2BX will proceed to supply the XB2BX materials.

6.     Limitation of Liability

a.      With the exception of your (I) obligations for indemnification under Section 8 or (II) breaches of obligations under Section 4 or (III) infringement, misappropriation, or wrongful use of XB2BX.com's intellectual property: (A) Not one or the other you nor XB2BXS ought to be at chance to the other for any lost benefits or for any underhanded, exceptional, coincidental, remedial, or vital hurts, regardless of the cause and regardless of the legal speculation.

b.      EITHER YOUR OR XB2BX.COM'S Add up to Risk Emerging OUT OF OR RELATED TO THIS Understanding OR THE XB2BX MARKETPLACE, WHETHER IN CONTRACT, TORT OR Beneath ANY OTHER Hypothesis OF Obligation, Should Surpass XB2BX.COM'S Edge Within The TWELVE MONTHS Some time recently THE CLAIM."XB2BX.COM'S MARGIN" MEANS THE AMOUNTS RECEIVED BY XB2BXFROM DISTRIBUTION OF YOUR APPLICATION THROUGH XB2BX.COM'S ORDERING AND LICENCING MANAGEMENT SYSTEM, LESS THE AMOUNT XB2BXHAS PAID YOU, FOR THE PURPOSES OF THIS AGREEMENT. 

c.      "Member" alludes to any person or organization specifically or in a roundabout way beneath the control of, or beneath the coordinate or circuitous common control with, a Party through one or more mediators. "Control", "Controlled", or "Controlling" should cruel, concerning any individual or substance, any circumstance in which another individual or substance controls that individual or substance as a result of that other individual or substance holding the composition of the board of executives or supervisors, owning the foremost critical or controlling rate of the voting securities of such person/entity, or controlling the other in any other way.

d.      "Brand" or "Brand Name" shall mean "XB2BX" or such other successor or replacement brand name/trade mark/service mark as may be decided by the Service Provider upon a prior intimation to the Vendor.

e.      Any data that's secret to a party counting (i) commerce data and trade forms, (ii) tests, details, determinations, information relating to fabricating and quality control forms and strategies, (iii) promoting and promoting plans, (iv) past, show, or proposed advancement ventures or plans for future advancement work, and (v) specialized, promoting, money related, and commercial data, is alluded to as "Secret Data" and incorporates all such data.

f.       "Deliverable(s)" refers to the items, tools, devices, services, or other deliverables the Vendor gives to the Service Provider when carrying out their obligations under this Agreement and any related documents.

g.      The term "end customer" refers to the retail customers to whom the Vendor proposes to sell, does so, or from whom the vendor purchases products through the Platform.

 h.      The term "End Customer Database" refers to all data and information (as may be updated from time to time) about the individuals and organizations, including their names, addresses, contact information, queries, orders, and other requests made available by such individuals and organizations on the Platform or otherwise captured by the Platform. It also includes usage, behaviour, trends, and other statistical information/data relating to such individuals and organizations, who (i) access the Platform or other for the avoidance of doubt, any list, description or another grouping of consumers or customers or any derivative work from End Customer Database shall be deemed to be End Customer Database.

i.       Intellectual property (IP) includes concepts, works of authorship, discoveries, innovations, improvements, know-how, trade secrets, domain names, designs, utility models, tools, devices, models, methods, and patents, as well as copyright (including all copyright in any designs and any moral rights), masks rights, design rights, procedures, processes, systems, principles, algorithms, and flowcharts. The End Customer Database will be regarded as Service Provider Intellectual Property. 

7.   "Intellectual Property Rights" refers to and encompasses: 

a.      All rights, titles, and interests arising from any statute, common law, or customary usage, including in any Intellectual Property or any equal right, anywhere in the world, whether negotiable or not, and whether registerable or not.

b.      Any licences, permissions, and grants in Intellectual Property.

c.      Any applications for any of the preceding, and the right to apply for them in any part of "Payment Facilitation Services" refers to any services that make it easier to receive the Sale Price on the Platform, whether they are Platform Services themselves or something else entirely (like cash on delivery services).

d.      The term "Platform" refers to the website with a second-level domain name or unified resource locator (URL) containing the Brand Name with any top-level domain name, whether it is currently accessible for registration or will be at some point in the future.

e.      "Platform Services" is an intermediary that acts as an internet-based electronic platform for the selling and purchasing of goods and services.

f.       "Product(s)" refers to all items and associated services that the Vendor purchases from the Service Provider in exchange for the Service Provider's Business.

g.      The Price at which the Product is made available for purchase by the End Customer by the Vendor on the Platform through Platform Services is referred to as the "Sale Price". The parties acknowledge that the Sale Price is dynamic and volatile and may fluctuate at various points of sale. As a result, the Vendor may periodically and occasionally adjust or amend the Sale Price in line with the terms of this Agreement.

h.      According to the terms of this Agreement and the Commercial Terms, "Service Fees" refers to the costs associated with using all or a portion of the Service Provider's services. (the Term as defined in the Agreement).

i.       "Service Provider Business" shall have the meaning set out in Recital 2 hereinabove and shall include Platform, Platform Services, Payment Facilitation Services and Transaction Support Services.

j.       "Service Provider Content" refers to all information or content supplied by the Service Provider or its Affiliates in connection with the Platform, including all pages of the Platform, all content contained in the Platform (excluding any third-party content and advertisements), the look and feel of the Platform, and any information or content owned or controlled (either by licence or otherwise) by Service Provider or its Affiliates, including text, images, graphics, photographs, videos, and

k.      "Term" shall have the meaning in Section (Addendum-a) hereto. "Territory" shall mean the entire boundaries of the United Kingdom.

l.       "Transaction Support Services" refers to any services supporting the sale of goods and services by the Vendor to the Service Provider. These services include product listings, warehousing, logistics management, payment facilitation, customer support, and any other additional services that the parties may agree upon.

8.      INTERPRETATION 

a.      In this Agreement, unless the context otherwise requires:

b.      Any natural person, entity, partnership firm, organization, operation, service provider, HUF, voluntary association, LLP, joint venture, trust, limited organization, unlimited organization, or any other organization with legal capacity shall be included in words importing individuals or parties; When the context calls for it, words importing the singular must also contain the plural and vice versa; Any references to a statute include any subsequent enactments, amendments, supplements, or re-enactments of that legislation;

c.      Whenever one gender is mentioned, the other genders are also mentioned;

d.      Whenever used in a sentence, the terms "include" and "including" are to be taken broadly;

e.      References to this Agreement or any other agreement, deed, instrument, or document shall be interpreted as references to this Agreement and any additional agreement, deed, instrument, or paper as may from time to time be amended, varied, supplemented, or notated under the terms of this Agreement; The headings and titles in this Agreement are for convenience of reference only and shall not be construed as constituting a part of this Agreement or used in its interpretation or construction.

f.       The terms "written" and "signed" both refer to writing in electronic form and any other electronic communication that demonstrates the sender's or originator's desire to be bound by the terms.

 

 17.     Agreement without the Service Provider's prior approval.

a.      Periodic modification and evolution of the Terms 

b.      The service provider can change the terms anytime by publishing a new version of the Agreement on the Platform. Any updates and modifications may be communicated to the Vendor using the designated email address. The Vendor is urged to review the terms and conditions of this Agreement and the Platform Policies regularly for any updates or modifications. After the Service Provider makes changes to this Agreement and the Platform Policies, the use of the Platform, Platform Services, or Service Provider Business by the Vendor shall be construed as the Vendor's unconditional and complete acceptance of those changes (effective as of the date the Service Provider made those changes). Suppose the Vendor rejects the document penned by the Party waiving the clause. No Party's omission or delay in exercising any right, power, or remedy granted hereunder shall constitute a waiver of such right, power, or remedy, nor shall any single or partial exercise thereof prohibit any later exercise of such right, power, or treatment or the exercise of any other right, power, or remedy. Without limiting those as mentioned earlier, no waiver by a Party of any violation of any provision of this Agreement by any other Party shall be deemed a waiver of any prior or subsequent breach of that or any other provision of this Agreement.

c.      More Reassurance: Each Party shall cooperate with the other Party, execute and transmit such instruments and papers to the other Party, and take such other steps as may be necessary.

d.      Be responsible, requested from time to time to carry out, evidence, and confirm their rights under this Agreement and its intended purpose, to guarantee the complete and prompt fulfilment, observance, and performance of its terms, and to ensure that its provisions are given full effect generally.

e.       Covenants Justified: The Parties concur that the covenants outlined in this Agreement are reasonable and essential for the Parties' protection in light of all the circumstances. If any such covenant is invalid because it exceeds what is helpful in the cases but would be valid if altered as to scope, duration, or both, the covenant will still be applicable after making minimum changes to its degree and course.

f.      As long as it may take for it to be valid and work: Individual Rights: The exercise or non-exercise of any such right shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or otherwise. Each of the Parties' rights under this Agreement is independent, cumulative, and without prejudice to all other rights available.

g.      Counsel and Management Involvement: Service Provider and Vendor acknowledge that this Agreement has been read, reviewed, and approved by your attorneys and management representatives and that Service Provider and Vendor have benefited from the advice of its independent legal counsel with respect to this Agreement's terms and provisions as well as its rights and obligations thereunder.

 

h.     Powers That Be: Both Parties shall be accountable or liable for any delay or failure to perform their obligations (other than the obligation to pay) under this Agreement due to unforeseen circumstances or any event that is beyond that Party's reasonable control and without its fault or negligence, including but not limited to acts of God, war, riots, embargoes, strikes, lockouts, actions of any governmental authority, delays in obtaining licences or rejection of applications under the Statutes, failure of telephony, and failure of any other third party.

i.      Confidentiality: You might have access to specific non-public information ("XB2BXConfidential Information"), which is private and proprietary to XB2BX.com, as part of your participation in the XB2BXMarketplace. Only the amount of XB2BXConfidential Information required to exercise the rights granted by this Agreement may be used by you. You promise to share XB2BXConfidential Information only after receiving XB2BX.com's written permission. You acknowledge that you will take all reasonable steps to prevent unauthorized use, access, or disclosure of the XB2BXConfidential Information in the same way you would for your secret and proprietary information of a similar type.

j.      Changes: We reserve the right to change the Agreement at any time and without prior notice to you by sending you an email to your primary email address or through a service announcement. We shall give you at least 30 days' notice through email to your primary email address if we make material modifications to this Agreement that affect your rights. If you disagree with any of the suggested revisions, you may end this Agreement by (i) giving written notice of termination; and (ii) removing all of your Applications from the XB2BXMarketplace within 30 days of being informed of the availability of the amended Agreement. Your continuing use of the XB2BXMarketplace following the implementation of any modification to the Agreement shall constitute your acceptance of the transformation. 

2.     Termination and Term: 

a.     This Understanding is substantial until it is ended by either you or XB2BX.com. Either Party may conclusion this Assentation and your get to your account at any time by giving the other Party a thirty (30) day composed take note. Also, either Party may conclusion this Essential instantly by giving the extra Party composed data on the off chance that the other Party:

b.      Gets to be the subject of a request in liquidation or other continuing including indebtedness or makes an task for the advantage of banks.

c.      Tangibly breaches any of its commitments beneath this Understanding and falls flat to cure such breach inside thirty (30) days of accepting take note of such breach.

d.      Abuses its commitment to preserve privacy beneath this Essential.

e.      Abuses or misappropriates the mental property rights of the Party that's ending the Assentation.

f.       Despite anything to the contrary in this Agreement, XB2BX may also terminate this Agreement (and your account on the XB2BX.com Marketplace or this Agreement concerning any specific Application) immediately upon notice to you if (i) XB2BX ceases to operate the XB2BXMarketplace or (ii) you violate the XB2BX Terms of Service or the Agreement.

g.      XB2BX accreditation requirements, (ii) XB2BX deems (at its discretion) that your participation in the XB2BX Marketplace could subject XB2BX or any third party to legal or commercial liability, or (iii) XB2BX determines that your involvement could harm the XB2BX Marketplace or other XB2BXMarketplace sellers or Customers. 

h.      Effect of Termination: If this Agreement is terminated or expires, or if you withdraw your applications from the XB2BX Marketplace, (i) you agree to arrange for ongoing support and maintenance for Customers who have purchased your applications through the XB2BX Marketplace for six (6) months, and (ii) XB2BX may, at its discretion, remove your applications from the XB2BX.com Marketplace. The licence rights of customers who have purchased or installed your applications are unaffected by the termination of this Agreement, nor does it alter your commitment to serve such customers.

i.       Applications. This Agreement's terms and conditions, along with any revisions that are by their very nature meant to endure any termination or expiration of this Agreement, shall do so. 

3.     Arbitration: 

a.      The parties to this Agreement agree to discuss and bargain in good faith with one another in the case of any dispute or claim arising from or related to this Agreement. Recognizing their shared interests, they will work to find a resolution that is acceptable to both parties. Any unresolved conflict or claim arising out of or connected to this Agreement shall be handled by binding arbitration following the commercial arbitration rules of the American Arbitration Association if the parties cannot agree within 60 days. Any such dispute or claim must be arbitrated separately from any other party's claims or disputes, and arbitration proceedings must be conducted only on an individual basis. The arbitrator's decision shall be final and not subject to review. The arbitration must take place in California, and any court with jurisdiction over the matter may enter judgement on the arbitration award. Whatever the case, XB2BX is always free to ask any court with the necessary authority for injunctions or other equitable remedies.

b.      Rule of Law:  The laws of the United Kingdom, excluding its rules on conflicts of law, shall govern the construction, interpretation, and Application of this Agreement. The parties renounce any claim of inconvenience and unconditionally submit to the jurisdiction of London, UK.

d.      General: This Contract represents, and thus supersedes and combines all earlier proposals, understandings, and communications, the whole Agreement between you and XB2BX concerning its subject matter. Except as stipulated in Section (Changes) above, this Agreement may not be modified except in a document signed by both parties. The remainder of this Agreement shall remain in full force and effect if any provision of this Agreement is found invalid by a court having jurisdiction over the parties to this Agreement. Such provision shall be reformed to reflect, as nearly as possible, the parties' original intentions following applicable Laws.

e.       Each Party is responsible for its own costs and expenses in carrying out this Agreement. You understand and accept that the affiliates, contractors, and service providers of XB2BX.com may use every right granted to XB2BX under this Agreement, including the licence rights granted to XB2BX.com. Any waiver or modification of this Agreement must be made in writing and signed by both parties to be effective.

f.       Any right or commitment that you just attempt to relegate, exchange, or appoint in infringement of this Agreement's limitations is invalid and void. In association with a merger, reorganization, securing, or other exchange of all or about all of its resources or voting securities to which this Essential relates, XB2BX may dole out this Understanding and its rights and duties to any partners. This Essential suggests no organization, office, or joint wander or is subsequently made.

g.      Two Unique: Two (2) counterparts of this Agreement may be signed, one with each Party remaining after execution.

h.       And each of which will be considered an original, together making up one Agreement.

i.       In testimony of whom the parties hereto have caused the day and year first mentioned above to be affixed with their respective hands and seals.

j.      delivered, signed, and sealed by the inside-named Vendor

through Mr.               

duly authorized 

Signed sealed and delivered by the within named Firm/ Company M/s              

through Mr.

 

 

Witnesses:

Name:

 

Name:

vendor


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