Definitions

• "Vendor Agreement" means the Selling on eJuno Selling terms and any successor to this agreement, or any other similar agreement (as determined by eJuno) between you and us that permits you to offer products and services via a particular eJuno Site/Platform.
• "Program Policies" means the policies followed in eJuno including tax policies, shipping policies and selling service terms.
• "eJuno Refund Policies" means the return and refund policies published on the applicable eJuno Site, this agreement and its applicable to products and services offered via the eJuno Site.
• "Your Transaction" Means any and all such transactions through Selling on eJuno only.
• "Sales Proceeds" Means the actual price of the product not including tax, shipping fees etc.
• "Referral Fee" Means the amount need to be paid against the services provided by eJuno to you and will approximately be 15% of the product price/sales proceed.
• "Administration Fees" Means all the applicable fees paid by eJuno to any third party in order to transfer funds to the vendor or in case of returns transfer funds to the customers.

Selling on eJuno Definitions

• "Expected Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that eJuno designates as requiring shipment within Five-Seven (5-7) business days after the date of which the relevant order is placed by the customer, the allowed timeframe to cancel the order has elapsed and you’ve received the order confirmation from eJuno.
• "Purchase/Sale Price" means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable Tax Policies).
• "Remittance Calculation Date" is the date which eJuno can transfer the sale proceeds to the vendor. The transfer is after the expiry of the acceptable return policy, this approximately will take 45 days and can differ depending on the product.
• "Required Product Information" means, with respect to each of Your Products in connection with a particular eJuno Site, the following (except to the extent expressly not required under the applicable Program Policies):
  • (a) Description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies and returnabilities;
  • (b) SKU and UPC/EAN/JAN numbers, and other identifying information as eJuno may reasonably request;
  • (c) Information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by eJuno from time to time);
  • (d) Categorization within each eJuno product category and browse structure as prescribed by eJuno from time to time;
  • (e) Digitized image that accurately depicts only Your Product, complies with all eJuno image guidelines, and does not include any additional logos, text or other markings;
  • (f) Purchase Price;
  • (g) Shipping and handling charge;
  • (h) Any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed, or that are necessary for the safe use of Your Product, in connection with the offer, merchandising, advertising, or sale of Your Product;
  • (i) Any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product;
  • (j) Brand;
  • (k) Model;
  • (l) Product dimensions;
  • (m) Weight;
  • (n) A delimited list of technical specifications;
  • (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue;
  • (p) The state or country Your Product ships from;
  • (q) Any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products).
• "Shipping/Delivery Information" means, with respect to any of Your Products, the estimated or promised shipment and delivery date.
• "URL Marks" means any Trademark, or any other logo, name, phrase, identifier, or character string, that contains or incorporates any top-level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a top-level domain (e.g., dot com, dotcom, net, or com).

Fulfilment By eJuno (FBe) Definitions

Definitions

• eJuno-Fulfilled Products: Any of Your Products that are fulfilled using the Fulfilment by eJuno Service.
• Vendor-Fulfilled Products: Any of Your Products that are not fulfilled using the Fulfilment by eJuno Service.
• "FBe": Fulfilment By eJuno.
• eJuno Fulfilment Units/Products: Units fulfilled using FBe that are sold through an eJuno Site. If you have successfully registered for both the FBe and Selling on eJuno Services, then the terms "eJuno Fulfilment Units" and "eJuno Fulfilled Products" both refer to the same items.
• FBe Excluded Product: Any Unit that is an Excluded Product or otherwise prohibited by applicable Program Policies.
• Foreign Address: Any address outside of The United Arab Emirates.
• Fulfilment Request: A request that you submit to eJuno to fulfil one or more Multi-Channel Fulfilment Units.
• Multi-Channel Fulfilment Units: Products sold by eJuno that require multiple steps/parties/processes, where at least one of the parties is not directly signed with eJuno.
• Sellable Unit: A Unit that is suitable to sell.
• Shipping Information: Information related to purchased Unit(s), including recipient name, shipping address, quantity, and any other shipping-related information eJuno may request.
• Unit: A unit of Your Product delivered to eJuno customers in connection with the FBe Program.
• Unsuitable Unit: means a Unit: (a) that is defective, damaged, unfit for a particular purpose, or lacking required label(s); (b) the labels for which were not properly registered with eJuno before shipment or do not match the product that was registered; (c) that is an FBe Excluded Product or does not comply with the Agreement (including applicable Selling terms and Program Policies); (d) that eJuno determines is unsellable or unfulfillable; or (e) that eJuno determines is otherwise unsuitable.

Preamble

THIS EJUNO VENDOR SERVICE AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND CONSTITUTES AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND EJUNO. BY REGISTERING FOR, OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SELLING TERMS AND PROGRAM POLICIES THAT APPLY FOR EACH COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE (IN EACH CASE, THE "ELECTED COUNTRY").

As used in this Agreement, "we," "us," and "eJuno" represents eJuno, its holding company and/or Contracting Party and any of its applicable Affiliates, and "you" represents the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. If there is any conflict between these Service Terms and the applicable Program Policies, the Service Terms will govern and prevail over the Program Policies.

1. Enrolment

To fulfil the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form binding contracts under applicable Law. You must provide your (or your business') legal name, address, phone number, email address, and bank account details, as well as any other information related to the company’s legal and tax status.

Any personal data you provide to us will be handled according to clause 11 Confidentiality and Personal Data in the agreement.

2. Service Fee Payments; Receipt of Sales Proceeds

Fee details are described in the applicable Selling Service Terms and Program Policies available upon request. You are responsible for all of your expenses in connection with this Agreement. o use a Service, you must provide us when required with valid bank account information for a bank account or bank accounts acceptable by eJuno (conditions for acceptance may be modified or discontinued by us at any time without notice) ("Your Bank Account"). You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us with documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports pertaining to you from time to time. All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us after clearing pending fees. If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to eJuno or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to eJuno or third parties persist. For any amounts that we determine you owe us, we may (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; or (c) collect payment or reimbursement from you by any other lawful means. If we determine that your account—or any other account you have operated—has been used to engage in deceptive, fraudulent, or illegal activity (including the sale of counterfeit goods), or to repeatedly violate our Program Policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts referenced to in this Agreement will be expressed and displayed in the Local Currency, and all payments referenced by this Agreement will be made in the Local Currency and your registration on eJuno is considered as authorization on the above. In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to eJuno or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Program Policies, may result in their forfeiture. As a security measure, we may, but are not required to, impose transaction limits on some or all customers and vendors relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because an eJuno Site or Service is unavailable following the commencement of a transaction.

If we determine that your actions may result in risks such as returns, chargebacks, or disputes, we may withhold any payments to you. We also reserve the right to impose transaction limits for security reasons.

3. Term and Termination

The term of this Agreement will start on the date of your completed registration for use of a Service and continue until terminated by us or you as provided below. You may at any time terminate your account or this Agreement immediately on notice to us via email, the Contact Us form, or similar means. We may terminate your account or this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your account or this Agreement immediately if we determine that (a) you have materially breached the Agreement and failed to address the breach within 7 days of a breach notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned notice period at our reasonable discretion; (b) your account has been, or our measures flag that it may be used for deceptive or fraudulent, or illegal activity; or (c) your use of the Services has harmed, or our measures flag that it might risk or harm other vendors, customers, or eJuno’s legitimate interests. We will promptly notify you of any such breaches, termination or suspension via email or similar means including mail, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of the breach, fraud, or illegal activity, or will enable you to circumvent our safeguards. This termination will not exempt the vendor from the responsibility/obligations of any orders placed before or during the termination notice. On termination of this Agreement, all related rights and obligations under this Agreement are final, unless (d) you satisfactorily address the breach and return to performing all of your obligations in connection with transactions entered into before termination and meet any liabilities that accrued before or as a result of termination, and (e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15,18 and S-4 of these Terms survive.

4. License

You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials for the Services or other eJuno product or service, and to sublicense the foregoing rights to our Affiliates and operators of eJuno Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using the standard functionality made available to you via the applicable eJuno Site or Service); furthermore, nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under UAE copyright law, referential use under trademark law, or valid license from a third party).

5. Representations

Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered and that you are registering for the Service(s) within such country; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

6. Indemnification

6.1 Your indemnification obligations

You will defend, indemnify, and hold harmless eJuno in case of any financial or moral loss, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Products, including the offer, sale, fulfilment, refund, cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by eJuno), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.

If eJuno or any of the vendors receive any notifications/legal warnings/cases filed by a third party, they must immediately disclose to the other party.

7. Disclaimer & General Release

a. EJUNO, ITS SITES AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOUR USE OF THE EJUNO SITE(S), AND SERVICES, REMAIN AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION 5 ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS GOVERNED BY THIS AGREEMENT (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THE FUNCTIONS CONTAINED IN THE EJUNO SITES AND SERVICES TO MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

b. AS EJUNO IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND VENDORS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES EJUNO (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8. Limitation of Liability

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER RELATED FAILURES, OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF EJUNO HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL EJUNO PROFIT OF THE PARTICULAR SALE DURING THE PRIOR THREE-MONTH PERIOD PAID BY YOU TO EJUNO IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

9. Insurance

You will maintain at your expense throughout the remainder of the Term for each applicable Elected Country, commercial, general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations, and bodily injury, with policy(ies) naming eJuno and its assignees as additional insureds. At our request, you will provide to us certificates of insurance, the full insurance policy, or other documents we may request for the coverage to the following address: info@ejuno.io, Attention: Risk Management.

10. Tax Matters

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) eJuno automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) eJuno expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by eJuno and used by you. You agree to and will comply with the Tax Policies. All fees and payments payable by you to eJuno under this Agreement or the applicable Selling terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying eJuno any of Your Taxes imposed on such fees and any deduction or withholding required on any payment. Please refer to the Tax Policies provided as part of the Program Policies.

11. Confidentiality and Personal Data

During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain eJuno’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e)you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfil your statutory obligations (e.g. tax/legal matters) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may only use the "Available at eJuno" badge as per provided by eJuno. As well as any other badges you have been supplied with by eJuno authorized staff. Generally, you may not use customer personal data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times (the above 5 years’ term limit does not apply to customer personal data).

12. Force Majeure

12.1 If either Party is affected by Force Majeure, it shall immediately notify the other Party in writing of the matters constituting the Force Majeure and shall keep that Party fully informed of their continuance and of any relevant change of circumstances whilst such Force Majeure continues. 12.2 Force Majeure shall not entitle either Party to terminate this Agreement and neither Party shall be in breach of this Agreement, or otherwise liable to the other, by reason of any delay in performance, or non-performance of any of its obligations due to Force Majeure. For the avoidance of doubt, neither Party shall be required to perform any of its obligations under this Agreement at any time when a Force Majeure event is persisting. 12.3 If Force Majeure substantially preventing the operation of this entire Agreement continues for longer than six (6) months either Party may at any time whilst such Force Majeure continues by notice in writing to the other immediately terminate this Agreement.

13. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of eJuno, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

14. Suggestions and Other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any eJuno Site or Service (including any related Technology), we will be free to consider, appropriate, promote, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

15. Modification

15.1 Changes to Agreement

eJuno has the right to make any changes/updates to this agreement with 10 days’ advance notice to the Vendor.

15.2 Immediate Modifications

However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive.

15.3 Acceptance of Changes

Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.

16. Password Security

Any password we issue to you may not be shared and should only be used exclusively for the active session to access your dashboard (or other tools we provide, as applicable) to access the Services, electronically approve Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for its use of or action taken under your password. If your password is compromised, you must immediately change your password. In the case that an individual hands their password to another individual, this is considered as the owner of the account giving full consent to the other individual’s acts, transactions, and all purchases made. All action taken from an individual’s account, whether made by him or anyone else, is considered your clear and direct action.

17. Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, GCC Policies, UAE Policies or any other applicable government authority.

18. Governing Law

Both you and eJuno consent that any dispute with eJuno or its Affiliates or claim relating in any way to this Agreement, or your use of the Services will be resolved by the Governing Law of Dubai Court/United Arab Emirates.

Selling on eJuno Service Terms

The Selling on eJuno Selling terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on eJuno. BY REGISTERING FOR OR USING THE SELLING ON EJUNO SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON EJUNO SERVICE TERMS.

S-1 Your Product Listings and Orders

S-1.1 Products and Product Information. You agree to provide accurate and complete Required Product Information for each product or service that you offer through any eJuno Site and promptly update that information as necessary should the need arise, to ensure it remains accurate and complete at all times. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any eJuno Site comply with all applicable Laws (including expiry dates, size dimension and labelling requirements) and do not contain any sexually explicit, defamatory, or obscene materials. You must also confirm whether or not the item can be returned, and the acceptable return period based on the product category. You may not provide any information for, or otherwise seek to offer any Excluded Products as per eJunos policies; or provide any External URLs for use, or request that any URL Marks be used, on any eJuno Site. If you offer a product for sale on an eJuno Site that requires a warning you (a) will provide us with such warning in the manner specified in our Program Policies. You may not, at any time, reuse (edit) the product listing of a past product and replace it with a different product, retaining the old product’s data or customer ratings or reviews, even if such product is an upgrade. S-1.2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on a relevant eJuno Site and conduct merchandising and promote Your Products in accordance with the Agreement (including any eJuno associates, functions, features, advertising, or programs on or in connection with the applicable eJuno Site). We may use mechanisms that rate or allow shoppers to rate your Products and your performance as a vendor and eJuno may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable eJuno Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so and will remit them to you in accordance with the eJuno Sales terms and conditions. We may permit certain customers to place invoiced orders for Your Products, in which case remittance of Sales Proceeds may be delayed according to each customer’s invoicing terms. You will accept and fulfil invoiced orders in the same manner as you accept and fulfil non-invoiced orders, except as otherwise provided in this Agreement. S-1.3 Shipping and Handling Charges. For Your Products ordered by customers on or through an eJuno Site that are not fulfilled using Fulfilment by eJuno, you will determine the shipping and handling charges subject to our Program Policies and standard functionality (including any category-based shipping and handling charges we determine, such as for products offered by vendors). If eJuno accepts to handle the handling and shipping on your behalf, we will determine the shipping and handling charges (as per fulfilment service terms) and you will accept them as payment in full for your shipping and handling of your product. Please refer to the Fulfilment by eJuno Selling terms and conditions for Your Products that are fulfilled using Fulfilment by eJuno when applicable. S-1.4 Unpaid Invoices. We will bear the risk of all unpaid invoices in case we accept an unpaid order and send you confirmation to proceed with the order. In connection with Vendor-Fulfilled Products that are not fulfilled strictly in accordance with the Order Information and Shipment Information. You will bear all other risk of loss.

S-2 Sale and Fulfilment; Refunds and Returns

S-2.1 Sale and Fulfilment. Other than as described in the Fulfilment by eJuno Selling terms for the eJuno Site for which you decide to register or use to sell on eJuno Service, you will: (a) source, offer, sell, and fulfil your Vendor-Fulfilled Products, and source, offer, and sell your eJuno-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the applicable eJuno Site at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labelling requirements, including any warnings or instructions necessary to safely use Your Products, and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information (update) at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable eJuno Site at the time of the applicable order or as may be required under this Agreement; (e) fulfil Your Products throughout the Elected Country (except to the extent prohibited by Law or this Agreement); (f) provide to eJuno information regarding fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all instructions; (h) ensure that you are the vendor of each of Your Products; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as the vendor of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) not contact customers directly regarding orders or fulfilment of Your Products. If any of Your Products are fulfilled using Fulfilment by eJuno, the Fulfilment by eJuno Selling terms for the applicable eJuno Site will apply to the storage, fulfilment, and delivery of such eJuno-Fulfilled Products. S-2.2 Cancellations, Returns, and Refunds. The eJuno Refund Policies for the applicable eJuno Site will apply to Your Products. Subject to Section F-3 and F-6 for any of Your Products fulfilled using Fulfilment by eJuno, you will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the eJuno Refund Policies for the applicable eJuno Site, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with Your Transactions through eJuno. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay.

S-3 Problems with Your Products

S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfilment of Your Products, except to the extent caused by: (a) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfilment by eJuno (if applicable), if any, the Fulfilment by eJuno Selling terms for the applicable eJuno Site will apply to non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfilment of those of Your Products. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products. S-3.2 A-to-z Guarantee and Chargebacks outside of UAE. If we inform you that we have received or initiated a claim under the "A-to-z Guarantee" offered on a particular eJuno Site or other dispute relating to the offer, sale or fulfilment of Your Products (other than a chargeback), concerning one of Your Transactions, you will have Three (3) days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, you (a) will not take recourse against the customer, and (b) are responsible for reimbursing us in accordance with the Service Fee Payments section of this Agreement for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds, to the extent payable by us. S-3.3 A-to-z Guarantee, A-to-z Claims Process, and Chargebacks if the Elected Country is UAE. Claims that we receive or initiate under the "A-to-z Guarantee" or the “A-to-z Claims Process for Property Damage and Personal Injury” will be governed by the Program Policy for such claims. If we find that any claim, chargeback, or dispute is your responsibility, (i) you will not take recourse against the customer, and (ii) if eJuno resolves the claim directly with the customer and does not waive its right of indemnification, you will reimburse us in accordance with Section 2 of this Agreement to the extent of your responsibility (not to exceed the amount paid by eJuno to resolve the claim), including taxes and shipping and handling charges (but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds.

S-4 Compensation

You will pay us: (a) the applicable Referral Fees; (b) “Administration fees” All the applicable fees paid by eJuno to any third party in order to transfer funds to the vendor or to the end user in case of refund. And (c) any other applicable fees described in this Agreement or shared via email (including any applicable Program Policies). With respect to each of Your Transactions: (i) "Sales Proceeds" has the meaning set out in this Agreement; eJuno(ii) "Referral Fee" means the applicable fee based on the Sales Proceeds from Your Transaction through the applicable eJuno Site specified on the Selling on eJuno Fee Schedule for that eJuno Site at the time of Your Transaction, based on the categorization by eJuno of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charges set by us in the case of Your Transactions that consist solely of products fulfilled using Fulfilment by eJuno.

S-5 Remittance of Sales Proceeds & Refunds

Except as otherwise stated in this Agreement, we will remit to/update you your available balance on a Monthly (30 days) (or at our option, more frequent) basis, which may vary for each Elected Country. For each remittance, your available balance is equal to any Sales Proceeds not previously remitted to you as of the applicable Remittance Calculation Date (which you will accept as payment in full for Your Transactions), less:

• (a) the Referral Fees;
• (b) the administration fees;
• (c) any other applicable fees described in this Agreement;
• (d) any amounts we require you to maintain in your account balance pursuant to this Agreement (including payments withheld pursuant to Section 2 of the General Terms, Section S-3.2, Section S-3.3, and applicable Program Policies); and (e) any taxes that eJuno automatically calculates, collects and remits to a tax authority according to UAE and any applicable (based on the country of the vendor) law. We may establish a reserve on your account based on our assessment of risks to eJuno or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion. When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by 14 days more than the agreed period. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our Affiliate), on the next available Remittance Calculation Date we will refund to you the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund (including refunded taxes and customs duties only to the extent specified in the applicable Tax Policies), less the Administration Fee for each of Your Products refunded, which amount we may retain as an administrative fee. We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you. “Administration Fee” means the applicable fee that has paid by eJuno to refund the end user. eJuno Net Sales Proceeds will be credited to your available balance when they are received by us or our Affiliates after the end of the refund period.. Sales Proceeds from invoiced orders will be credited to your available balance: (a) if you have elected in advance to pay a fee to accelerate remittance of Sales Proceeds from invoiced orders, on the day all of Your Products included in an invoiced orders are shipped; or (b) otherwise, no later than the fourteen (14) days after the end of the return period.

We may establish a reserve on your account based on our assessment of risks to eJuno or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.

S-6 eJuno’s Websites and Services

eJuno has the right to determine the design, content, functionality, availability, and appropriateness of its websites, selection, and any product or listing in the eJuno Stores, and all aspects of each Service, including your use of the same. eJuno may assign any of these rights or delegate any of its responsibilities.

S-7 Continuing Guarantees

We require the following continuing guarantees from you:

S-7.1 Pesticides

Not allowed.

S-7.2 Foods, Drugs, Medical Devices, and Cosmetics

If any of Your Products is a “food,” “drug,” “medical device,” or “cosmetic,” you must provide us with the required standard continuing guaranty of international standards and compliance.

S-7.3 Expensive Jewelry

If the products sold are expensive jewelry (e.g., gold, diamonds, precious stones), you must provide us with the authentication certificate.

S-7.4 Clothing

All “clothing” items must be new, unused, and in the best condition as per your description.

S-7.5 Legal Compliance

All products sold must be made in a legal manner and follow the standards and ethics of the country of origin and must comply with the standards and ethics of the country in which it is being sold to.

Fulfillment by eJuno Service Terms

BY REGISTERING FOR OR USING FBe, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE FBe SERVICE TERMS. You expressly agree that eJuno may engage its Affiliate(s) or a third party in order to complete one or more of the fulfilment and associated services outlined below.

F-1 Your Products

Once approved and onboarded into FBe, you must apply to register each product you offer, and fill all the required information about the product that you wish to include in the FBe program through the website. We may refuse registration in FBe of certain products, including on the basis that it is an FBe Excluded Product or that it violates applicable Program Policies. You may at any time withdraw registration of any of Your Products from FBe.

F-2 Product and Shipping Information

You will, in accordance with applicable Program Policies, provide accurate and complete information about Your Products registered in FBe, shipment information for such products and will provide Fulfilment Requests for any Units fulfilled using FBe that are not sold through an eJuno Site ("Multi-Channel Fulfilment Units"). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.

F-3 Shipping to eJuno

As of currently eJuno is not accepting to store any products from vendors in their storage facilities nor are they providing shipping of any products. All vendors are responsible for facilitating their own shipping of products and provide us with the shipment/delivery information, process update for both selling orders/returned orders. The storage information and delivery services will be provided to the vendors once these services are activated.

F-4 Fulfillment

This is to clear that we are not responsible as part of our fulfilment services, if we choose to ship Units from our inventory of Your Products to the shipping addresses in the Elected Country included in valid customer orders, or submitted by you as part of a Fulfilment Request. We may ship Units together with products purchased from other merchants, including any of our Affiliates. We also may ship Units separately that are included in a single Fulfilment Request. If you participate in our export fulfilment services, we will also ship Your Products that we determine to be eligible to Foreign Addresses within countries we determine to be eligible for foreign shipments, subject to the additional terms on foreign shipments in the applicable FBe Guidelines. (This Service is not provided as of now)

F-5 Customer Returns

You will be responsible for accepting returns and processing refunds for Multi-Channel Fulfillment Units. eJuno will handle returns in certain cases and will notify you of customer return requests.

F-5.1 Returns Processing

F-5.1You will be responsible for and will accept and process returns of, and provide refunds and adjustments for, any Multi-Channel Fulfilment Units in accordance with the Agreement (including the applicable Program Policies as provided in section F-3 F-5.2 You will be responsible to receive, and process return request of any items you sell/shipped to any customers using eJuno in case eJuno accepts and delivers any products on your behalf and this product is returned. EJuno will return the products to your inventory and under your cost. F-5.3 If the vendor does not specify whether the product is returnable or not, the product will be considered returnable. F-5.4 Products that are labelled unreturnable will not be forwarded to the you, eJuno will reply directly to the customer or will not permit the customer to submit return requests. F-5.5 Subject to section F-5.4 eJuno will make exceptions for products that have been delivered in damaged condition. F-5.6 For returnable products, eJuno will refund the money to the customer accounts once we receive confirmation email from your side that the item has been returned in an acceptable condition. In case we did not receive the confirmation email within the agreed shipment timeframe, eJuno will be obliged to refund the payment to the customers. F-5.7 Subject to F-5.6 if you decided to not receive the returned item from the customer within the agreed shipment timeframe/return period, eJuno will be obliged to refund the payments to the customers. F-5.8 Subject to Section F-5.2, we will, at your direction, either return or dispose of any Unit that is returned to us by a customer and that we determine is an Unsuitable Unit. F-5.9 Subject to section F-5.2 If eJuno receives a customer return of a Multi-Channel Fulfilment Unit, you will direct us to return or dispose of the Unit at your own cost. Failing to do so means we may dispose of the Unit. F-5.10 Subject to section-5.2 you may, at any time, request that Units be returned to you or that we dispose of Units. F-5.11 Subject to Section F-5.2 we may with notice return Units to you, including upon termination of these FBe Service Terms. Returned Units will be sent to your designated shipping address. However, if (a) the designated shipping address we have for you is outdated or incorrect, (b) you have not provided or, upon our request, confirmed a designated shipping address in the Elected Country, or (c) we cannot make arrangements for you to pay for the return shipment, then the Unit(s) will be deemed abandoned and we may elect to dispose of them as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal. We may dispose of any Unsuitable Unit (and you will be deemed to have consented to our action): (d) immediately if we determine that (i) the Unit creates a safety, health, or liability risk to eJuno, our personnel, or any third party; (ii) you have engaged in fraudulent or illegal activity; or (iii) we have cause to terminate your use of Services with immediate effect pursuant to the termination clause and are exposed to liability towards a third party; (e) if you fail to direct us to return or dispose of any Unsuitable Unit within the agreed shipment timeframe/return frame after we notify you that the Unit has been recalled; or (f) if you fail to direct us to return or dispose of any Unsuitable Unit within the agreed shipment timeframe (or as otherwise specified in the applicable Program Policies) after we notify you that its removal is required, for instance because your use of FBe is suspended or terminated or your vendor account is suspended, terminated or closed. In addition, you will reimburse us for expenses we incur in connection with any Unsuitable Units. We may dispose of any Unit we are entitled to dispose of (including any Unsuitable Units) in the manner we deem appropriate (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal. F-5.12 You may, at any time, request that we dispose of Units. In this case, we may dispose of these Units as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal. Title to each disposed Unit will transfer to us (or a third party we select such as a charity) at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of the Unit, and we may retain any proceeds, we may receive from the disposal. F-5.13 Subject to Section-F5.2You will promptly notify us of any recalls or potential recalls, or safety alerts of any of Your Products and cooperate and assist us in connection with any recalls or safety alerts, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we, or any of our or your Affiliates incur in connection with any recall or potential recall or safety alerts of any of Your Products (including the costs to return, store, repair, liquidate, or deliver to you or any vendor any of these products).

F-6 Customer Service

F-6.1 For Multi-Channel Fulfilment Units we will commit to no customer service obligations other than those that channel inquiries to your attention at the contact you provide, and to make available a reasonable amount of information regarding the status of the fulfilment of Your Products if you request it and to the extent, we possess the requested information. You will ensure that all your policies and messaging to your customers regarding shipping of Your Products and other fulfilment-related matters, reflect the site-wise policies and requirements, including with regard to shipping methods, returns, and customer service; and you will print plaining and visibly on your website(s), in emails or in other media or communications any specific disclosures, messaging, notices, and policies we require. F-6.2 We will be responsible to monitor all customer service issues relating to packaging, handling and shipment, and customer returns, refunds, and adjustments related to eJuno Fulfilment Units. We will determine/decide on your behalf (after receiving your confirmation email about receiving the product in good condition) whether a customer will receive a refund, adjustment, or replacement if part of the eJuno Fulfilment Unit and we will require you to reimburse us where we determine you have responsibility in accordance with the Agreement (including these FBe Selling terms and the Program Policies). We will promptly notify you when you are responsible for a customer refund. You may appeal if you disagree with our finding within three (3) business days after our notification, in addition to your right to takeback the returned items from the customer delivery address. Under Section F-5. Customer service will be handled in accordance with your Vendor Agreement. F-6.3 In situations where the wrong item was delivered or the item was damaged or lost or is missing by the third party in charge of delivery (assigned by yourself). You will at our option: (a) Ship a replacement Unit to the customer, or (b) process a refund to the customer. And you keep the right to return back the product. F-6 Customer Service F-6.1 For Multi-Channel Fulfilment Units we will commit to no customer service obligations other than those that channel inquiries to your attention at the contact you provide, and to make available a reasonable amount of information regarding the status of the fulfilment of Your Products if you request it and to the extent, we possess the requested information. You will ensure that all your policies and messaging to your customers regarding shipping of Your Products and other fulfilment-related matters, reflect the site-wise policies and requirements, including with regard to shipping methods, returns, and customer service; and you will print plaining and visibly on your website(s), in emails or in other media or communications any specific disclosures, messaging, notices, and policies we require. F-6.2 We will be responsible to monitor all customer service issues relating to packaging, handling and shipment, and customer returns, refunds, and adjustments related to eJuno Fulfilment Units. We will determine/decide on your behalf (after receiving your confirmation email about receiving the product in good condition) whether a customer will receive a refund, adjustment, or replacement if part of the eJuno Fulfilment Unit and we will require you to reimburse us where we determine you have responsibility in accordance with the Agreement (including these FBe Selling terms and the Program Policies). We will promptly notify you when you are responsible for a customer refund. You may appeal if you disagree with our finding within three (3) business days after our notification, in addition to your right to takeback the returned items from the customer delivery address. Under Section F-5. Customer service will be handled in accordance with your Vendor Agreement. F-6.3 In situations where the wrong item was delivered or the item was damaged or lost or is missing by the third party in charge of delivery (assigned by yourself). You will at our option: (a) Ship a replacement Unit to the customer, or (b) process a refund to the customer. And you keep the right to return back the product.

F-7 Charges for Fulfillment Services

F-7.1 Handling and storage fees Subject to Section-F5.2 In case eJuno accepts to receive any products in their own storage facilities or accept to delivery to any customer on your behalf. You will be responsible to pay any handling and storage fees. Applicable fees will be sent to you upon eJuno opening this service. F-7.2 Free Shipping and Gift Wrap. In case you offer the option on gift wrapping in any of your products, you must provide us of the fees of the gift wrapping or it must be added to the product price. Subject to section F5.2 in the case where you offer free shipping of your products and eJuno accepts to deliver on your behalf all shipping fees will be paid by you to eJuno. F-7.3 Proceeds We may as appropriate keep part of/all proceeds of any Units that we are entitled to dispose of pursuant to F-5 above, or to which title transfers, including returned, damaged, or abandoned Units. You will have no security interest, lien, or other claim to the proceeds that we receive in connection with the sale, fulfilment, and/or shipment of these Units.

F-8 Indemnity

In addition to your obligations under Section 6 of the General Terms of this Agreement, you also agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim that arises from or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section F-5), including any personal injury, death, or property damage; (b) any of Your Taxes or the collection, payment, or failure to collect or pay Your Taxes (based on your country tax law); and, if applicable (c) any sales, use, value added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, or any customs, duties, or similar assessments (including penalties, fines, or interest on any of the foregoing) imposed by any government or other taxing authority in connection with the shipment of Foreign-Eligible Products to Foreign Addresses.

You, on behalf of yourself and any successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, proxy assignment, and any other person or entity acting on your behalf, through, under authority, or in concert with yourself, irrevocably acknowledge full and complete satisfaction of and unconditionally and irrevocably release and forever fully discharge eJuno and each of our Affiliates, and any and all of our and their predecessors, successors, and Affiliates, past and present, as well as each of our and their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under, or in concert with any of them from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts, or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative which the Releasing Parties now own or hold or at any time have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the shipment, export, or delivery of Your Products to Foreign Addresses, including any tax registration or collection obligations.

You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort, product liability, contract, warranty, or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for or use FBe, which the Releasing Parties are giving up by agreeing to these FBe Service Terms. It is your intention in agreeing to these FBe Selling terms that these FBe Selling terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.

Your termination rights are outlined in Section 3 of this Agreement. After the termination of the Agreement or these FBe Selling Terms concerning a specific Elected Country, we will either return or appropriately handle the Units held in that Elected Country based on your instructions, as detailed in Section F-5.

If you do not provide instructions for the return or disposal of the Units within the agreed termination period, or as otherwise specified in the applicable Program Policies, following the termination, we may choose to return and/or dispose of the Units, either wholly or in part, as outlined in Section F-5, and you agree to these actions.

Upon the termination of these FBe Selling Terms in connection with a particular Elected Country, all rights and obligations of the parties under these FBe Selling Terms pertaining to that Elected Country will cease to be in effect, with the exception of the rights and obligations as specified in Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, and F-10 concerning Units received or stored by eJuno as of the termination date, which will continue to be in force.

Subject to FBe Service Terms, you understand and acknowledge that storing Units at fulfilment centres may create tax nexus for you in any country, state, province, or other localities in which your Units are stored, and you will be solely responsible for any taxes owed as a result of such storage. If any Foreign Shipment Taxes or Your Taxes are assessed against us as a result of performing services for you in connection with the FBe Program or otherwise pursuant to these FBe Service Terms, you will be responsible for such Foreign Shipment Taxes and Your Taxes and you will indemnify and hold eJuno harmless from such Foreign Shipment Taxes. For more information kindly view our tax policy terms.

In addition to the representations and warranties outlined in Section 5 and Section S-7 of the General Terms of this Agreement, you further affirm and guarantee to us that:

• You hold legal title to all Units and possess the necessary rights for distributing the Units and fulfilling your obligations under these FBe Service Terms.
• You will deliver all Units to us/end user in new condition, or in any other condition as described by you in the respective Your Product listing, and in a condition suitable for sale.
• All Units and their packaging will conform to all mandatory marking, labelling, and other requirements as specified by applicable laws.
• No Unit is, or will be, produced or manufactured, either in whole or in part, through child labour or under the use of convict or forced labour.
• You, along with all your subcontractors, agents, and suppliers involved in the production or delivery of Units, will strictly adhere to the laws of the Elected Country, its territories, and all other countries where Units are produced or delivered. This includes compliance with laws pertaining to the operation of facilities, business practices, and labour standards, encompassing working conditions, wages, hours, and minimum age of workers.
• All Foreign-Eligible Products:
  • Can be lawfully exported from Europe/USA/UAE/Any other country, as applicable, without requiring any license or additional authorization.
  • Can be lawfully imported into, and are in compliance with all relevant laws of, any eligible country.

For all orders, you authorize eJuno to act as your agent for purposes of processing payments, refunds, and adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf, remitting Sales Proceeds to Your Bank Account, and paying eJuno and its Affiliates amounts you owe in accordance with this Agreement or other agreements you may have with eJuno Affiliates. You authorize eJuno Payments Agent to provide the services described in these Transaction Processing Selling terms and the related services described in Sections S-1.3, S-1.4, S-2.2, S-3.2, S-3.3, S-4, F-6 of the Agreement (collectively, the "Transaction Processing Services").

When a buyer instructs us to pay you, you agree that the buyer authorizes and orders us to commit the buyer's payment (less any applicable fees or other amounts we may collect under this Agreement) to you. You agree that buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. We will remit funds to you in accordance with this Agreement.

eJuno Payments Agent will remit funds to you in accordance with Section S-5 of the Agreement and these Transaction Processing Service Terms. eJuno Payments Agent's obligation to remit funds collected or received by it or otherwise credited to your available balance in connection with Your Transactions is limited to funds in your available balance that have become available in accordance with this Agreement less amounts owed to eJuno and any taxes that eJuno automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the Tax Policies, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement.

By registering and using eJuno’s service you allow eJuno to withhold sales proceeds in its account until either the expiry of the return period with no return requests from the customer or a confirmation notification is received from the customer stating that the service has been completed, after which you will be entitled to release and receive those proceeds based on the payment release policies and procedures detailed in the guidelines.

At any given time, we reserve the right to request any financial, business, or personal details needed for identity verification. You grant us permission to periodically acquire consumer credit reports for the purpose of creating or updating your Vendor Account or in case of a dispute concerning this Agreement or the transactions within your Vendor Account. It is your responsibility to promptly update any changes to your Vendor Account information.

In the event that there is no activity in connection with your Vendor Account for the duration specified by EJuno, we will retain the Sales Proceeds on your behalf. We will inform you through the communication method we choose and give you the choice of either maintaining your Vendor Account and keeping the Sales Proceeds within it or taking an alternative action. If you do not respond to our notifications within the stipulated time frame, we will transfer the Sales Proceeds from your Vendor Account to Dubai court under your trade/registration name and deduct all the governmental fees from your vendor account.

Tax Policies

1. Responsibility for Taxes:

   You are responsible for determining whether taxes apply to your sales on EJuno. EJuno is not responsible for collecting, reporting, or remitting taxes on any of your transactions.

2. VAT and Pricing:

   Prices listed on EJuno must include applicable VAT. You should consider your product prices as inclusive of VAT, customs duties, excise taxes, or other related taxes.

3. Shipping from Outside the UAE:

   If products are shipped from outside the UAE, the recipient may need to pay import VAT and other duties upon delivery. These taxes and duties are additional to any sales proceeds and are not collected by EJuno.

4. VAT Registration in UAE:

   The obligation to charge VAT extends only to those registered for VAT in the UAE. You need to determine if you must register for VAT based on the size of your business and whether you are operating in the UAE. Both individuals and companies carrying out business activities should consider their registration requirements.

5. VAT Registration Process:
   • Mandatory Registration: If your supplies and imports exceed a certain threshold, you must register for VAT.
   • Voluntary Registration: If your turnover is below the mandatory threshold but you still wish to be VAT registered, you may do so voluntarily.
6. VAT Registration Number:

   Once registered for VAT in the UAE, you must provide your VAT number to EJuno. This registration is separate from any other tax or business licensing number.

7. Non-Resident Vendors:

   If your business address is outside the UAE, you are considered a non-resident vendor. Non-resident vendors selling goods located in the UAE to UAE customers must register for VAT, regardless of sales turnover.

8. Non-UAE Residents Selling in UAE:

   If you are selling from outside the UAE and your goods are located within the UAE, you must register for VAT if selling to a UAE customer.

9. Changes to Residential Status:

   If your residential status changes, you must update your Vendor account with your new UAE business address.

10. Consult with Tax Advisors:

    Registering for VAT in the UAE may involve compliance requirements such as filing returns and issuing tax invoices. You should consult with a tax advisor for further guidance.

1. Import Taxes:

   When shipping goods from outside the UAE, recipients may be required to pay import VAT and other duties upon delivery. These taxes are additional to the cost of the product and are not handled by EJuno.

2. UAE Tax Authority Registration:

   VAT registration can be done online through the UAE tax authority’s website. Ensure compliance with all tax obligations to avoid penalties.