PLATFORM TERMS AND CONDITIONS
1.1 These Platform Terms and Conditions are applicable for all Subscribers (individually and collectively the “Subscriber”) to the Platform located at vstores FZ LLC. The Platform provides the capability to build online ecommerce destinations. These Platform Terms and Conditions govern the Subscriber’s use of the Platform, including but not limited to all functionalities, features, Subscriber interfaces, and all content and software associated with the Platform as provided by vstores FZ LLC (the “Company”).
1.3 Any user of the Platform who is a minor or under the age of 18 shall not register as a user and shall not transact on or use the Platform.
1.4 The Company shall have the right, at its sole discretion, to modify, add, or remove any terms or conditions of the Platform Terms and Conditions without notice or liability to you. Any changes to the Platform Terms and Conditions shall be effective immediately following the posting of such changes. You agree to review Platform Terms and Conditions from time to time and agree that any subsequent use of the Platform following any such changes shall constitute your acceptance of the changes.
1.5 If you are subscribing on behalf of a company, then a reference to you in this Agreement is a reference to the company and you acknowledge and agree that you are authorized by your company to confirm your acceptance of these Terms and Conditions and that your company will be bound thereby.
1.6 THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE COMPANY RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE PLATFORM OR ANY FEATURE OR PART AT ANY TIME AND IN ITS SOLE DISCRETION WHENEVER THE COMPANY DEEMS THAT YOUR USE IS IN ANY MANNER INAPPROPRIATE OR IN VIOLATION OF THESE TERMS AND CONDITIONS.
2. The Platform
2.1 The Platform allow Subscribers to upload and manage ecommerce destinations in order that Subscribers can have access to and can purchase the Subscriber’s product, and to customize the look and feel of Subscriber’s destinations to give Subscriber’s customers a seamless buying experience.
2.2 Subscriber will be provided with a secure interface for viewing and exporting sales and other reports in real time.
2.3 All monies from end Subscribers shall be collected through the Platform and distributed to the Subscriber as set forth below.
3. Service Offerings
3.1 Once a Package is selected this Agreement shall commence, and all payments shall be made according to the payment requirements of each package. The package pricing is based on the average data and bandwidth usage. Exceeding these averages may result in termination of your Subscriber access, a required, upgrade or additional charges.
3.2 Payments can be made using Visa and MasterCard credit or debit cards payable in AED. By purchasing a payment plan, Subscribers expressly agree that the Company is authorized to charge for your selected payment plan through the Payment Method you designate. You can update this information at any time.
3.3 All credit/debit card processing will be submitted directly to the Company’s payment provider by a secured connection. All credit/debit cards’ details and personally identifiable information will NOT be stored, sold, shared, rented or leased to any third parties. We will not pass any debit/credit card details to third parties. The cardholder must retain a copy of transaction records and Merchant policies and rules.
3.4 Multiple shipments/delivery may result in multiple postings to the cardholder’s monthly statement.
3.5 The Company may engage third party suppliers from time to time for Platform components. Subscribers agree that the Company may disclose Subscriber information to third-party suppliers for the purpose of enabling your use of the Platform and each Subscriber agrees that the Company will not be held liable for any act or omission of any third-party supplier.
3.6 Company reserves the right to offer Company or third party services and products to you based on the preferences that you identify in your registration and at any time thereafter, unless you opt-out of receiving third party services and products.
3.7 Company reserves the right to offer Company or third party services and products to you based on the preferences that you identify in your registration and at any time thereafter, unless you opt-out of receiving third party services and products.
3.8 Support for the Platform is offered by the Company in accordance with Schedule 1 to this Agreement. The Company is under no obligation to provide support with respect to any third-party software or service.
4. User Information
4.1 When registering for the Platform Subscribers will be asked to provide certain information including a valid email address. Subscribers warrant and represent that all such information is current and accurate and will be kept upto-date.
4.2 Subscribers are responsible for maintaining the confidentiality of usernames and passwords, and are responsible for all uses of usernames and passwords, whether or not authorized by the Subscriber. Subscribers agree to immediately notify the Company of any unauthorized use of your username or password.
5. Provision of the Platform
5.1 Subscriber agrees that any files or content uploaded is done so voluntarily at their own discretion and risk.
5.2 The Company offers no express or implied guarantees or warranties regarding the amount of revenue Subscribers will obtain, or that Subscriber will find the Platform satisfactory, complete, of benefit, or suitable for their own circumstances.
5.3 Advertisements, affiliate links, and other forms of solicitation may be removed by the Company without notice and may result in termination of Subscriber privileges.
5.4 The Company will use commercially reasonable efforts to make the Platform available 24/7, except for planned downtime for such things as support and maintenance that will be scheduled, to the extent possible, during low volume hours, and any unavailability caused by a force majeure event such as an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay. The Company shall not be liable for any suspension or termination of the Platform caused by a force majeure event.
5.5 Each Subscriber is required to obtain and maintain a high-speed Internet connection and appropriate browser software.
5.6 Subscribers are prohibited from violating or attempting to violate the security of the Platform, by among other things, uploading any materials which contain files or programming designed to interrupt, destroy or affect the functionality of the service, contain viruses, worms, spyware, or other malware, attempt to interfere with service to
any Subscriber, host or network, or make the Platform available to any third party or any competitor or to any thirdparty who is not subject to these Terms and Conditions.
6. License To Use Services
6.1 The Company grants a personal, limited, nonexclusive and nontransferable license that allows Subscribers to use the Platform, all portions thereof, and all documentation only for the purposes of providing ecommerce solutions.
6.2 Subscribers shall not modify, alter, create derivative works, decompile, reverse engineer, disassemble, include in other services, or use the Platform for any purpose other than as provided herein.
6.3 Subscribers shall not copy, reproduce, transmit, rent, lease, resell, sublicense, assign, distribute or otherwise transfer the Platform or any portion thereof.
6.4 This License provides Subscribers with limited rights to use the Platform. The Company retains all ownership, right, title and interest in and to the Platform, including but not limited to trade secrets, know-how, methodologies and processes, and reserves all rights not specifically granted in this License.
6.5 The Company shall have the right, in its sole discretion and with reasonable posted notice and/or sent to your email address, to revise, update, or otherwise modify the Platform, including but not limited to the amount of storage space available on the Platform. Subscribers continued use of the Platform constitutes your acceptance of and agreement to such revisions, updates, or modifications.
6.6 This License and your rights hereunder shall automatically terminate at the time of termination of use of the Platform. 7. Uploaded Subscriber Content
7.1 Subscriber acknowledges and agrees that they are solely responsible for the form, content and accuracy of any uploaded content and are responsible for their own communications and for the consequences of all such communications.
7.2 Subscriber shall not provide any content or engage in communications that is false, defamatory, libelous, hateful, threatening, harassing, racially or ethnically offensive, pornographic, obscene, or encourages anything that would be considered a criminal offense, give rise to civil liability, threaten safety, or violate or infringe any third-party rights or violate any law or regulation.
7.3 By uploading content, Subscriber grants to Company and any affiliates, licensees and assigns, so long as the Subscriber is registered, an irrevocable, non-exclusive, fully-paid, worldwide, royalty-free license, with, among other rights, the right to publicly display, distribute, store, transcode, syndicate, broadcast, reproduce, edit, and modify the uploaded content to insure its compatibility with the Platform.
7.4 Subscriber’s Content may not include third party advertisements or commercials.
7.5 Subscriber has the responsibility to submit age policy content and insure compliance with age restrictions.
7.6 Subscriber warrants and represents that they possess full right, power and authority to enter into and to perform this Agreement, and that it will not grant to any third party any rights that will derogate from or be inconsistent with the rights granted herein.
7.7 Subscriber warrants and represents that there exist no oral or written obligations that would in any way interfere with the performance of its obligations or the grant of rights under this Agreement.
7.8 Subscriber warrants and represents that all uploaded Subscriber Content is original, wholly owned by Subscriber, duly licensed, or is in the public domain and does not violate, conflict with or infringe any third-party rights.
7.9 Other than as set forth herein, nothing in this Agreement shall be construed to transfer or assign to Company any rights or ownership in and to the Subscriber’s Content.
8. Payments to Subscriber
8.1 The Company shall collect all fees in a format and through procedures initiated in its sole discretion for purchase from ecommerce destinations.
8.2 The payments to the Subscriber shall be made from the gross amount of funds received by Company from buyers, less the Company’s fee, depending on the Subscriber’s selected Package, of _______________________ percent (__%), and applicable taxes and fees.
8.3 Subscriber may track all transactions online and payments to the Subscriber shall be made on the first Sunday after fourteen (14) business days from the Company’s successful collection of payments. Payments shall be made through bank transfer.
8.4 There are no refunds for package payments.
9.1 Sellers can verify sales reports through the online Seller account. Reports will include successful Buyer payments minus Company’s fees, chargebacks or amounts withheld because of disputes.
9.2 Seller is responsible for payment of taxes and fees in connection with sale of the products.
9.3 Payments will be made to Seller’s account for withdrawal by Seller on the first Sunday after fourteen (14) days after successful delivery, subject to any Buyer dispute or conflict resolution.
9.4 Multiple shipments/delivery may result in multiple postings to the cardholder’s monthly statement.
9.5 Customer will receive the payment confirmation via email within twenty-four (24) hours of payment.
9.6 Customer can cancel their order within 48 hours after payment is confirmed.
9.7 Products sold are subject to a fifteen (15) day return policy from date of delivery if products are in the original packaging and original condition other than is situations in which a product is counterfeit, defective and/or materially different from the one ordered.
9.8 Seller must accept return of an item in accordance with these Terms and Conditions.
9.9 Refunds will be made only through the original mode of payment used initially by the Customer. Please allow for up to 45 days for the refund transfer to be completed.
10. Customer Data
10.1 Subscriber represents and warrants that Subscriber is the rightful owner of, or have the right to use, all their Customer Data uploaded by their customers to the Platform.
10.2 Subscriber grants to Company a non-exclusive, worldwide, royalty-free license (including the right to sublicense) to use, copy, modify Customer Data to enable Subscribers and their customers to use the Platform.
10.3 Subscriber is responsible for the accuracy and completeness of Customer Data and any claims regarding the Customer Data, and reliance on Customer Data is at Subscribers own risk and liability.
10.4 Company may disclose or delete Customer Data if reasonably necessary to prevent injury or harm, to protect the performance of the Platform, or if required by law.
11. Subscriber Comments and Suggestions
11.1 While the Company values Subscriber feedback, please be specific with your comments and do not submit creative ideas, inventions, or suggestions.
11.2 If, despite this request, Subscribers send creative ideas, inventions, or suggestions, all such submissions shall be the property of the Company in whole or in part. The Company shall own exclusively all now known or later discovered rights to the submissions and shall be entitled to unrestricted use of the submissions for any purpose whatsoever, commercial or otherwise, without compensation to Subscribers or any other third party.
11.3 No part of the submissions shall be subject to any obligation of confidence and the Company shall not be liable for any use or disclosure.
12.1 Subscriber is solely responsible and liable to insure compliance with any applicable privacy laws and regulations.
13. Intellectual Property
13.1 “vstores”, and any other Company trademarks and trade names, and any variations thereof, are and shall remain the trademarks and trade names and exclusive property of the Company, and any unauthorized use of such trademarks and trade names is unlawful.
13.2 The Platform, including without limitation all programs, complied binaries, interface layout, interface text, documentation, resources and graphics, is the sole and exclusive property of the Company and is protected by common law and statutory law.
13.3 Subscribers may not modify or remove any Company’s intellectual property markings or notices.
13.4 You may not sell or modify the Platform, or reproduce, display, publicly perform, distribute, or otherwise use the Website content or the Platform in any manner or for any purpose.
14.1 Subscriber shall not disclose any non-public information about the Company or its business to any third party, or use such information for its own or any third-party benefit.
14.2 The transactional data collected through the Platform is confidential and Company agrees to hold the such data in strict confidence and not to disclose the Confidential Content to any third party except in the situation where the Company is required to comply with an applicable law or regulation or with a court order.
15. Feedback and Ratings Policy
15.1 Sellers and Buyers acknowledge and agree that the Website will contain feedback from Users with whom you have transacted.
15.2 Users acknowledge that feedback results may consist of comments and ratings left by other Users and that the Website may calculate a composite feedback number based on these individual ratings. The Website provides its feedback and rating system as a means through which Users can express their opinions publicly, and the Website does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to the Company’s attention.
15.3 The Company is not legally responsible for any feedback by any Users or third parties, even if that information is defamatory or otherwise legally actionable. Users may be held legally responsible for damages suffered
by other Users or third parties as a result of remarks posted by you if a court finds that these remarks are legally actionable or defamatory.
15.4 Users agree to use balanced and fair feedback and not to take any actions that undermine the integrity of the feedback system, including but not limited to the following: falsifying feedback for yourself, your company or another User; artificially raising the level of your own feedback or creating negative feedback for another User; manipulating or coercing another User to perform a given task by threatening to leave negative feedback; or withholding deliverables or funds until another User agrees to leave positive feedback or no feedback or offering to sell or buy Website, products, and materials in exchange for good feedback
15.5 The Company reserves the right to remove any feedback from the system at any time, including but not limited to feedback that contains language that is profane, vulgar, or racist; is submitted by a User who is either in violation of any of Website or Company policies or agreements or any law or regulation; has conducted fraudulent transactions; is not directly related to transactions; makes any reference to actions taken or purported to be taken by the Company or any third party; or has left feedback with false contact information or cannot be contacted.
16. Copyright Infringement Notification
16.1 If you believe that any copyrighted work is accessible through the Website that constitutes copyright infringement, please notify the Company by providing our designated copyright agent with the following information:
16.1.1 The physical or electronic signature of either the copyright owner or of a person authorized to act on the owner's behalf;
16.1.2 A description of the copyrighted work you claim has been infringed, and a description of the activity that you claim to be infringing;
16.1.3 Identification of the URL or other specific location on the Services where the material or activity you claim to be infringing is located or is occurring; You must include enough information to allow us to locate the material or the activity;
16.1.4 Your name, address, telephone number, and e-mail address;
16.1.5 A statement by you, made under penalty of perjury, that (i) the information you have provided is accurate and that you are the copyright owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (ii) you have a good faith belief that use of the copyrighted materials is not authorized by the copyright owner, any agent of the copyright owner, or the law.
16.2 If you believe in good faith that a notice of copyright infringement has been wrongly filed against, you can send the Company a counter-notice that includes the following:
16.2.1 Your name and address, and telephone number;
16.2.2 The source address of the removed content;
16.2.3 A statement under penalty of perjury that you have a good faith belief that the content was removed in error; and
16.2.4 A statement that you consent to the jurisdiction of the Court for the judicial district in which your address is located, or any judicial district in which the Website may be found, and that you will accept service of process from the person who provided the original complaint.
16.3 Please note that the submission of a false or materially misleading Notice or Counter-Notice, and any such submission may result in liabilities, including perjury.
16.4 The Company will receive notices of claims of copyright infringement through email@example.com.
17.1 These Terms and Conditions, and any rights granted hereunder, may not be transferred or assigned by Subscriber.
18. LIMITED WARRANTIES
18.1 COMPANY WARRANTS THAT, WHEN USED IN COMPLIANCE WITH PLATFORM REQUIREMENTS AND COMPANY’S INSTRUCTIONS, THE PLATFORM WILL BE FIT FOR THE DESIGNED PURPOSES.
18.2 COMPANY WARRANTS THAT IF THE PLATFORM DOES NOT PERFORM AS DESCRIBED THE COMPANY WILL MAKE REASONABLE EFFORTS TO CORRECT THE PROBLEM.
18.3 COMPANY WARRANTS THAT THE PLATFORM AND ASSOCIATED SERVICES WILL NOT VIOLATE ANY THIRD PARTY INTELLECTUAL PROPERTY, CONFIDENTIAL, OR OTHER PROPRIETARY RIGHTS.
19.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE THE PLATFORM, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
19.2 THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL MEET SUBSCRIBER REQUIREMENTS, THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERRORFREE, OR THAT THE PLATFORM IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. SHOULD THE PLATFORM PROVE DEFECTIVE, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS ASSOCIATED WITH THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA.
19.3 THE TRANSMISSION OF DATA OR INFORMATION INCLUDING COMMUNICATIONS BY E-MAIL OVER THE INTERNET OR OTHER PUBLICLY ACCESSIBLE NETWORKS IS NOT SECURE, AND IS SUBJECT TO POSSIBLE LOSS, INTERCEPTION OR ALTERATION WHILE IN TRANSIT. ACCORDINGLY, THE COMPANY DOES NOT ASSUME ANY LIABILITY FOR ANY DAMAGE SUBSCRIBERS MAY EXPERIENCE OR COSTS SUBSCRIBERS MAY INCUR AS A RESULT OF ANY TRANSMISSIONS OVER THE INTERNET OR VIA AN APPLICATION, OR OTHER PUBLICLY ACCESSIBLE NETWORKS.
19.4 IN NO EVENT WILL THE SUBSCRIBER GENERATED CONTENT OR COMMUNICATIONS SUBSCRIBERS PROVIDE BE DEEMED TO BE CONFIDENTIAL, CREATE ANY FIDUCIARY OBLIGATIONS ON THE COMPANY’S PART, OR RESULT IN ANY LIABILITY TO SUBSCRIBERS IN THE EVENT THAT SUCH INFORMATION IS INADVERTENTLY RELEASED OR ACCESSED BY THIRD PARTIES WITHOUT CONSENT.
19.5 THE COMPANY TAKES NO RESPONSIBILITY WHATSOEVER FOR THE UPLOADED CONTENT AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, OR LOSS OF SUCH INFORMATION, OR FAILURE TO STORE ANY OF SUCH INFORMATION. NOR IS THE COMPANY RESPONSIBLE FOR LOSS OF INFORMATION THROUGH THE ACTION OF ANY THIRD PARTY OR BECAUSE OF CIRCUMSTANCES BEYOND THE COMPANY’S CONTROL. ALL SUBSCRIBERS ARE EXPECTED TO HAVE THEIR OWN BACKUP OF ALL OF THEIR INFORMATION.
20. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SUBSCRIBER UNDERSTANDS AND AGREES THAT NEITHER THE COMPANY NOR ITS SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR ANY OTHER DAMAGES RELATING TO OR RESULTING FROM USE OF THE SERVICES OR FROM ANY ACTIONS THE COMPANY TAKES OR FAILS TO TAKE. THESE INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, UNAUTHORIZED ACCESS TO AND ALTERATION OF TRANSMISSIONS AND DATA, BODILY INJURY, EMOTIONAL DISTRESS AND OTHER TANGIBLE AND INTANGIBLE LOSSES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, AS THE RESULT OF NEGLIGENCE OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS SERVICES OR USE OF THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT, IF ANY, PAID TO THE COMPANY.
21. Release and Indemnification
21.1 Subscriber will be solely responsible and liable for any damages to or claim from any user to whom you provide Services. You hereby release the Company and its subsidiaries, affiliates, officers, directors, employees, agents, partners, and representatives from all actions, claims or demands and from any and all losses (direct, indirect, incidental or consequential), damages, lost profits, costs or expenses, including, without limitation, court costs and attorney's fees which you may have against the Company and its subsidiaries, affiliates, officers, directors, employees, agents, partners, and representatives.
22. Governing Law and Dispute Resolution
22.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the United Arab of Emirates applicable therein, without regard to conflict of laws.
22.2 All disputes and differences arising under or in connection with this Agreement shall be referred to arbitration under the Rules of the Fujairah Freezone Authority before an Arbitration Tribunal of three arbitrators, one to be appointed by the Claimant, one to be appointed by the Respondent and the third to be appointed by the two appointed arbitrators.
22.3 Failure of a party to appoint an arbitrator will be handled according to the Rules of the Fujairah Freezone Authority.
22.4 The decision of the Tribunal is binding on the parties and may be filed in any appropriate court.
23. Additional Terms
23.3 The Company shall have the right in all of its marketing materials to publicize its relationship with the Subscriber.
23.4 If any provision of is held to be invalid or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms and Conditions shall continue in full force and effect.
23.5 The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative.
23.6 Upon termination of this Agreement and Subscriber’s access to the Platform, the Company shall retain Subscriber data for a reasonable period of time or delete the data upon Subscriber’s written request.
23.7 Subscriber consents to the use of electronic means to deliver any notices pursuant to this Agreement and electronic records to store content related to these Terms and Conditions.
23.8 Except as expressly specified herein, this Agreement shall create rights and obligations only between the Company and each individual Subscriber and it does not create any rights for any other party.
23.9 These Terms and Conditions constitute the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.