SELLER AGREEMENT

Updated September 30, 2020

These are the terms and conditions of the Seller Agreement ("Agreement") between you and Blink Technologies FZCO and its affiliates (“Tradeling”) regarding the use of the Tradeling.com website and any mobile applications to sell your products.

By completing the registration process and clicking the "Register" button, you agree to be bound by this Agreement, the User Terms and Conditions ("Terms"), Product Listing Policy and Privacy Policy, which are incorporated by reference in this Agreement ("Agreement"). This Agreement will not take effect unless and until you have fully activated your seller account and have been verified by Tradeling.

Tradeling may update this Agreement at any time. Any changes to this Agreement will be posted on this page. Once posted, the new Agreement will be effective immediately. By continuing to access Tradeling.com or use its services, you will be considered to have accepted the updated Agreement.

1. Seller Services

• 1.1 Seller Services will be offered with no membership fees or commissions for the remainder of the 2020 calendar year. Thereafter, the membership fee and commission structure will be based on several factors, including volume of sales. Prior to the end of 2020, you will receive notice of the membership fees and commissions to be paid starting on January 1, 2021. If you do not wish to pay membership fees and commissions, you may terminate your seller account prior to December 31, 2020, without any further liability.
• 1.2 Seller Services will have the following core features (which may be added to or modified, or suspended for maintenance purposes, from time to time at the sole discretion of Tradeling):
  • Company Profile: allows each Seller to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.
  • Products: allows each Seller to display and edit descriptions, specifications and images.
• 1.3 Tradeling has the right to change, upgrade, modify, limit or suspend Seller Services or any of its related functionalities or applications, at any time, temporarily or permanently, without prior notice.
• 1.4 Your eligibility to register as a seller and the creation of your account is described in the Terms.

2. Seller Responsibilities

• 2.1 You represent and agree that:
  • you have full power and authority to accept this Agreement and to fulfill your obligations under this Agreement;
  • the information and documents submitted during the registration process are true, accurate, current and complete, and you will maintain and update all information and documents to keep them true, accurate, current and complete while your Tradeling account is active;
  • you consent to Tradeling including information about you or your business in our database, and authorize Tradeling and our affiliates to share or use the information as described in our Privacy Policy.
  • you are solely responsible for obtaining all required licenses, permits and certifications for the Content (as defined in the Terms) that you submit, post or display;
  • Content that you submit, post or display for sale is not counterfeit or stolen and does not otherwise violate any of copyright, patent, trademark, trade name, trade secrets or any other rights of any third party;
  • you have the right and authority to sell, trade, distribute or export the products listed on Tradeling, and the listing of these products does not violate any third-party rights (for example, exclusive agency or distribution agreements); and
  • Neither you, your company, its directors and officers nor affiliates are the subject of any trade restrictions, sanctions or other legal restrictions of any country, international organization or jurisdiction.
• 2.2 You further agree that the Content that you submit, post or display will:
  • be true, accurate, complete and legal;
  • not contain information that is defamatory, libelous, threatening, harassing, obscene, explicit, offensive, or otherwise objectionable;
  • not contain information that is discriminatory or promotes discrimination;
  • not violate the Product Listing Policy, the Terms, or any other additional agreements with Tradeling;
  • not violate any applicable laws and regulations or promote any activities which may violate them; and
  • not post any link directly or indirectly to other websites which include content that violates the Terms.
• 2.3 Additionally, you agree that you will:
  • carry on activities on Tradeling in compliance with any applicable laws and regulations;
  • conduct your business transactions with other Tradeling users in good faith;
  • carry on your activities according to this Agreement, and any other applicable agreements;
  • upload all requested order data for every transaction to the Tradeling platform;
  • not use Tradeling to defraud any person or entity;
  • not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
  • not manipulate feedback through multiple user accounts or third parties, by leaving positive feedback for yourself, or unjustified negative feedback for another user;
  • not copy, reproduce, download, republish, sell or distribute any information, text, images, graphics, video clips, sound, directories, files, databases or listings, available on or through Tradeling for any purpose;
  • not engage in spamming, phishing or spreading viruses;
  • not use Tradeling solely to collect information about other users;
  • not use information provided to you during the course of a transaction on Tradeling to solicit additional sales offline; and
  • not engage in any activities that would create liability for Tradeling.
• 2.4 In its sole discretion, Tradeling has the right to remove a posting or listing or suspend or terminate any account or use of Seller Services, if it learns of a violation or suspected violation of any of the points under Clauses 2.1-2.3, or for any reason it considers appropriate. Tradeling will not be liable for compensation or damages to the Seller.

3. Transactions Between Buyers and Sellers

• 3.1 Through its website and related applications, Tradeling provides a platform for buyers and sellers to interact with one another for the sale and purchase of products. Tradeling does not represent either buyers or sellers in any transaction and is not a party to any agreement between them.
• 3.2 Buyers and sellers must agree on and create their own contractual terms and upload the order details of each transaction to the Tradeling platform.
• 3.3 Tradeling does not control and is not responsible for the quality, legality, safety, or availability of the products offered for sale on Tradeling.com, the ability of sellers to complete a sale or the ability of buyers to complete a purchase.
• 3.4 By accessing or using Tradeling.com, you accept the risks of conducting any transaction, as well as any related activities, such as payment, storage, shipment and return of products.
• 3.5 Tradeling is not liable for unsatisfactory or delayed performance, losses, damages or business interruptions as a result of products which are unavailable, damaged or not delivered.
• 3.6 Tradeling may, but is not required to, mediate or attempt to resolve any dispute or disagreement between buyers and sellers, but will not be responsible for the resolution of such dispute.
• 3.7 Please Contact Us to report any issues or violations of these Terms.

4. Invoicing and Taxes

• 4.1 The primary invoicing relationship is between you and the Buyer; therefore, you will not issue any invoices to Tradeling for the sale of products. You are solely responsible for issuing and submitting an invoice to the Buyer directly, as agreed between you and the Buyer, but at latest at the time of delivery.
• 4.2 For Tradeling to transfer your sales proceeds, you must upload a copy of each transaction tax invoice to the Seller Centre. Payment will be made per Clause 5.4.
• 4.3 Tradeling will issue an invoice to you for any commissions, membership or other fees to be paid by you, with VAT included, as applicable.
• 4.4 You will be responsible for collecting, reporting, and payment of all taxes. If Tradeling collects taxes from a buyer on your behalf as part of a transaction payment, you remain liable for reporting and payment to the proper authorities.

5. Transaction Processing and Payment of Sales Proceeds

• 5.1 The services provided by Tradeling and the products displayed on Tradeling.com are provided "as is", "as available" and "with all faults", and any and all warranties are excluded.
• 5.2 You agree to defend Tradeling, our affiliates, directors, officers and employees against any and all third-party losses, claims and liabilities (including legal costs) which may result from your violation of this Agreement, use of Tradeling.com or its services (or third-party services or sites offered through Tradeling). You agree to fully compensate Tradeling for such losses.
• 5.3 Tradeling has the right to take control of any legal matter subject to Clause 5.2.
• 5.4 Tradeling will not be liable to pay any consequential, indirect, punitive or incidental damages (including but not limited to damages for loss of profits or savings, business interruption, loss of information), resulting from your use of Tradeling.com, or any third-party services or sites offered through Tradeling.
• 5.5 Regardless of the above clauses, the total liability of Tradeling, our employees, agents, affiliates or representatives for any or all your claims during any calendar year is limited to USD $100.
• 5.6 The above clauses will apply whether or not Tradeling has been advised of, or should have been aware of, the possibility of any losses.

6. Cooperation with Authorities

• 6.1 Tradeling has the right to cooperate fully with governmental or regulatory authorities or law enforcement in the investigation of any suspected criminal or civil wrongdoing. As permitted by applicable laws and policies, Tradeling may disclose a seller's identity and contact information regarding a seller's account, transactions or activities carried on Tradeling.com. Tradeling will not be liable for damages due to such disclosure, and you agree not to bring any claim against Tradeling for the disclosure.

7. Term and Termination

• 7.1 The term of this Agreement will begin on the date your registration is verified for Seller Services and continue until terminated by either Tradeling or you. Tradeling may terminate or suspend this Agreement or Sellers Services for any reason at any time. You may terminate this Agreement or any Tradeling service for any reason, at any time, by closing your seller account.

8. Force Majeure

• 8.1 Neither you nor Tradeling will be liable for failing to fulfill any obligation under this Agreement that result from circumstances beyond either party’s reasonable control, such as natural disasters, pandemics or war.

9. Intellectual Property

• 9.1 “Tradeling” and its related logos and words on Tradeling.com are registered trademarks of Tradeling and are protected by international trademark and other intellectual property rights and laws. Tradeling’s trademarks may not be used in connection with any service or products that other than Tradeling’s, without its written consent. All other trademarks not owned by Tradeling that appear on Tradeling.com are the property of their respective owners, who may or may not be affiliated with Tradeling.
• 9.2 Tradeling is the sole owner or lawful licensee of all the rights and interests in Tradeling.com and its content. Tradeling.com and its content contain trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Tradeling.com and its content belong to Tradeling. All other rights are reserved.
• 9.3 If you believe that any content on Tradeling.com violates your intellectual property or other third-party rights, please contact legal@tradeling.com.

10. Notices

• 10.1 All notices or demands to Tradeling must be made in writing and sent personally, by courier or by email to: Attn: Tradeling Legal, DAFZA, Building 9W, Office A501, Dubai, United Arab Emirates – Email: legal@tradeling.com.
• 10.2 All legal notices or demands on a seller will be delivered to the last known email address provided by to Tradeling, unless otherwise required by specific laws or regulations.

11. General Clauses

• 11.1 Unless you have any additional agreements with Tradeling, this Agreement represents the entire agreement between you and Tradeling as to your use of the website and any related applications or services, overriding any prior written or verbal agreements that may have been made.
• 11.2 This Agreement does not create an agency, partnership, joint venture, employment or franchise relationship between you and Tradeling.
• 11.3 If any clause of this Agreement is considered invalid or unenforceable, such clause will be deleted and the remaining clauses will remain valid and enforceable.
• 11.4 If Tradeling does not enforce its rights or act against any breach by you under this Agreement, it does not mean that Tradeling is waiving its rights to enforce actions against you in the future.
• 11.5 Tradeling has the right to assign this Agreement to any person or entity. You may not assign this Agreement to any person or entity, without written consent from Tradeling.
• 11.6 This Agreement is governed by and construed according to the laws and regulations of the United Arab Emirates as applied in the Emirate of Dubai. Any dispute, difference, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, will be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (“DIFC”) Small Claims Tribunal (“SCT”) for claims up to the amount of UAE Dirhams One Million (AED 1,000,000) (USD $272,000). For disputes that do not qualify for determination through the SCT, the Courts of the DIFC will have exclusive jurisdiction to settle such dispute.

If you have any questions regarding this Agreement, please Contact Us.