XB2BX | Global Business Expansion & Market Strategies

1. Presentation & Parties

THIS XB2BX MARKETPLACE VENDOR AGREEMENT ("AGREEMENT") is a general sample of the agreement that will be made between You ("YOU") and XB2BX.COM Commercial Centre Organization ("XB2BX").

This E-Commerce Marketplace Vendor Services Agreement is made on the day of , 20 ("Execution Date").

2. Recitals

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");
The Service Provider offers proprietary technology, website design, order processing, and centralized inventory/payment management to entities so they can provide e-commerce services;
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;
To develop its trade name and strong brand, the Service Provider has made significant investments in money, know-how, and other resources.

3. XB2BX Marketplace Operations & Fees

A platform called XB2BX Marketplace enables vendors to upload their apps for use by consumers of XB2BX Services ("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 licensing management system at www.xb2bx.com or buy the license directly. You acknowledge that XB2BX may charge you an annual listing fee.

4. Application Listing & Delivery

Approval Process

Before being featured, your application must pass XB2BX's approval process. You will be expected to resolve any issues discovered within an appropriate time range. You are aware that XB2BX retains the right, in its sole discretion, to alter the review standards and procedures.

Delivery of Data

You’re required to deliver the Application with any data that XB2BX reasonably demands, such as title, depiction, symbol, and trademarks, before the initial availability date. You promise to immediately supply XB2BX with precise information if any information you’ve provided needs to be corrected.

5. Financial Terms

If you decide to distribute your applications for a fee via XB2BX.com’s ordering and licensing management system, you must contact XB2BX to negotiate an appropriate contract that specifies the listing fees that apply as well as XB2BX.com’s marketing obligations.

6. Vendor Support Responsibilities

You promise to make commercially reasonable efforts to offer customers help using Applications via chat, email, and telephone. XB2BX is not responsible for supporting 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 if we determine a problem to be critical.

7. Grant of Licence to XB2BX.com

You grant XB2BX.com a non-exclusive, worldwide, royalty-free licence to the designated Vendor to resell, distribute, and make your application available to customers, and to utilize the Applications for promotional, testing, and enforcement purposes.

8. Intellectual Property & Trademarks

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 ("XB2BX Materials”) are owned by XB2BX.

Feedback and Comments

You assign to XB2BX all legal and equitable rights, titles, and interests in and to any Feedback you send XB2BX. XB2BX may use the Feedback for all commercial and non-commercial purposes without incurring any liability on your part.

Trademarks (XB2BXMarks)

You must abide by any rules XB2BX.com has established regarding the use of the XB2BX Marks. The XB2BX Marks may not be changed, altered, or used unclearly, including by implying any sponsorship or support by XB2BX.com. Your right to use the XB2BX Marks may be terminated by XB2BX at any moment.

9. Marketplace Governance & Control

XB2BX may, in its sole discretion, decide whether to form or list an Application within the XB2BX Commercial Centre. XB2BX may, in its sole discretion, expel any Application or take other actions as required to limit access or accessibility of any Application that does not comply or might adversely affect XB2BX or the Clients.

10. Client Data Security and Privacy

You will collect Seller Collected Client Information, and XB2BX may share XB2BX Collected Client Information ("Client Information"). You consent to:

Keep adequate administrative, physical, and technical safeguards for the security, confidentiality, and integrity of Customer Data following industry standards.
Ensure Client Information from accidental or illegal disclosure, using all commercially reasonable and appropriate means.
Comply with all pertinent regulations concerning information security and protection.
Use Client Information only for permitted purposes.
Not divulge any Customer Data unless required by law or explicitly authorized.
Obtain all required consents and provide customers with legally sufficient privacy notices.
Remind clients that XB2BX is not liable for the confidentiality, security, or accuracy of client data collected by vendors.
Execute necessary data protection agreements upon request from XB2BX.com.

11. Vendor Obligations & Compliance

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. You are responsible for making sure your applications abide by this Agreement’s provisions as well as all applicable laws.

You guarantee that your application does not infringe on the legal or regulatory rights of any third party.
You concur not to utilise unessential tags, descriptions, and screenshots.
You undertake to include all attributions and notices required for open-source software.
You concur not to post any Application which will be utilised for any illegal reason or transmit any viruses, worms, malware or other harmful code.
You guarantee that you will abide by all applicable export laws.

12. Representations and Warranties

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

It is a corporation that has been adequately incorporated, is in compliance with all applicable laws, and is in good standing.
The execution and fulfillment of this Agreement do not and will not violate its certificate of incorporation or bylaws, conflict with any other judgment or decree, or violate any applicable law.
It shall abide by all applicable laws when carrying out its duties and asserting its rights under this Agreement.

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

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

13. Limitation of Liability

LIMITATION OF LIABILITY

Despite anything to the contrary, 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).

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. 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 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.

CONTRACTUAL CAP

EITHER YOUR OR XB2BX.COM’S TOTAL RISK ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED XB2BX.COM’S MARGIN WITHIN THE TWELVE MONTHS BEFORE THE CLAIM. "XB2BX.COM’S MARGIN” MEANS THE AMOUNTS RECEIVED BY XB2BX FROM DISTRIBUTION OF YOUR APPLICATION THROUGH XB2BX.COM’S ORDERING AND LICENSING MANAGEMENT SYSTEM, LESS THE AMOUNT XB2BX HAS PAID YOU.

14. Arrangement Term and Termination

Term

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

Termination by Notice

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.

Termination for Breach or Insolvency

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.

Service Provider has the right to cancel this Agreement immediately upon the occurrence of any insolvency event involving Vendor, including the winding up of the Vendor, bankruptcy, or entering into administration.

XB2BX Immediate Termination Rights

XB2BX may also terminate this Agreement immediately upon notice to you if (i) XB2BX ceases to operate the XB2BX Marketplace or (ii) you violate the XB2BX Terms of Service, fail accreditation requirements, could subject XB2BX to liability, or could harm the Marketplace.

15. Implications of Termination

Upon expiration or termination, all confidential information and other materials provided by one Party to the other will be immediately returned or destroyed. A Party’s rights and remedies that have accrued before the date of termination are unaffected.

The clauses in Sections 8 (Intellectual Property), 10 (Confidentiality), 13 (Disclaimer & Liability), 14 (Termination), 16 (Governing Law), and 17 (Dispute Resolution) shall survive the termination or expiration of this Agreement.

If this Agreement is terminated, you agree to arrange for ongoing support and maintenance for Customers who have purchased your applications for six (6) months, and XB2BX may, at its discretion, remove your applications from the Marketplace. The licence rights of customers are unaffected by termination.

16. Governing Law & Jurisdiction (UK Clause)

This Agreement shall be governed by European law without regard to law conflicts. Each Party 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 any objection that it may now or hereafter have concerning any matter or dispute under or connected with this Agreement.

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.

17. Controversy Resolution (UK Arbitration Clause)

Any disagreement that develops between the Parties must first be tried to be addressed through negotiations conducted in good faith within thirty (30) days.

If unresolved, either Party may submit the controversy to arbitration following the Arbitration and Conciliation Act, 1996 (as it applies in Europe). The arbitration will take place in London, UK, with English being the language of the proceedings.

Three (3) arbitrators will preside (one chosen by each Party, and the two chosen arbitrators selecting the third presiding arbitrator). The arbitrator’s decision shall be final.

Notwithstanding the above, each Party shall be allowed to approach any appropriate venues to obtain an injunction, restraining order, or other equitable relief.

**NOTE on Conflicting Arbitration Clause (US-based Text):** The following alternative arbitration clause was also provided. In the event of a conflict, the clause agreed upon in the final contract document shall apply:

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. The arbitration must take place in California. Whatever the case, XB2BX is always free to ask any court with the necessary authority for injunctions or other equitable remedies.

18. General Clauses

Independent Businesspersons

Nothing included in this Agreement shall be construed as designating either Party as a partner, joint venture agent, fiduciary, or employee of the other Party.

Correspondence and Notices

Notices must be in writing and deemed received (i) upon delivery by hand, (ii) three (3) days after being sent by prepaid mail, or (iii) five (5) days after being transmitted electronically. Service Provider's physical address is 45 Albemarle Street, Mayfair, London, United Kingdom, W1S4JL.

The Vendor acknowledges and agrees to receive communications from the Service Provider via electronic records (email to the designated email address).

Project Management and Subcontracting (Assignment)

Without the prior written approval of the Service Provider, Vendor shall not assign any of its rights, obligations, or responsibilities under this Agreement. XB2BX may assign this Agreement and its rights and duties to any affiliates in connection with a merger, reorganization, acquisition, or other transaction.

Periodic Modification and Evolution of the Terms

The service provider is free to change the terms at any moment by publishing a new version of the Agreement on the Platform. The Vendor is urged to review the terms and conditions regularly. Continuing use of the Platform after changes shall be construed as the Vendor’s unconditional and complete acceptance of those changes.

Waiver

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.

Confidentiality

As part of your participation, you may have access to XB2BX Confidential Information. You promise to take all reasonable steps to prevent unauthorized use, access, or disclosure of this information.

Governing Document

This Contract represents the whole Agreement between you and XB2BX concerning its subject matter, superseding all earlier proposals. This Agreement may not be modified except in a document signed by both parties.

19. Definitions

Affiliate: Refers to any person or organization directly or indirectly under the control of, or under the common control with, a Party.
Brand or Brand Name: Shall mean "XB2BX” or such other successor or replacement brand name/trademark/service mark as may be determined by the Service Provider.
Confidential Data: Any data that is confidential to a party including (i) business data and trade processes, (ii) technical, marketing, financial, and commercial information, and (iii) past, present, or proposed development projects.
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.
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.
End Customer Database: Refers to all data and information about individuals and organizations on the Platform. The End Customer Database will be regarded as Service Provider Intellectual Property.
Intellectual Property (IP): Includes concepts, works of authorship, discoveries, innovations, trade secrets, domain names, designs, patents, as well as copyright, and other processes, systems, and algorithms.
Intellectual Property Rights: Refers to and encompasses all rights relating to Intellectual Property, including all rights, titles, and interests arising from any statute, common law, or customary usage, anywhere in the world, whether negotiable or not.
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).
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.
Platform Services: Is an intermediary that acts as an internet-based electronic platform for the selling and purchasing of goods and services.
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.
Sale Price: The Price at which the Product is made available for purchase by the End Customer by the Vendor on the Platform. The Sale Price is acknowledged as dynamic and volatile.
Service Fees: Refers to the costs associated with using all or a portion of the Service Provider’s services, according to the terms of this Agreement and the Commercial Terms.
Service Provider Business: Shall have the meaning set out in Recital 2 and shall include Platform, Platform Services, Payment Facilitation Services and Transaction Support Services.
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, text, images, graphics, and the look and feel of the Platform.
Term: Shall have the meaning in Section (Addendum-a) hereto.
Territory: Shall mean the entire boundaries of the United Kingdom.
Transaction Support Services: Refers to any services supporting the sale of goods and services by the Vendor to the Service Provider, including product listings, warehousing, logistics management, payment facilitation, and customer support.