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Bazar : Terms and Conditions

Updated

Bazar, Inc. ("Bazar") owns and operates the website located at shopbazar.com (the “Site), the Bazar Platform (as defined below) and the Bazar application when available on Shopify or other providers (the "Bazar App"). The service offered though the Site or the Bazar App are collectively referred to as the “Bazar Platform”. These terms of service (the “Terms of Service”) apply to all Suppliers and Sellers (as defined below) who use the Service.

 

By registering as a Supplier or Seller on the Bazar Platform you indicate your acceptance of these Terms of Service. If you do not accept these Terms of Service, then you may not and do not use the Bazar Platform or the Services as either a Supplier or a Seller. These Terms of Service may be amended or updated by Bazar from time to time and you will be notified of such changes either through a general posting on the Site or a message or pop-up to you when you access the Site after these Terms of Service have been updated. It is your responsibility to review the Terms of Service for any changes. Your use of the Bazar Platform after any updates or modifications of these Terms of Service shall agreement to such updates or modifications. Nothing in this Agreement shall bar Bazar from function as either a Supplier or Seller on its Platform provided that it adheres to the same rules as other such Vendors.

 

If you are agreeing to these Terms of Service on behalf of an entity, you hereby represent and warrant that you have all necessary permissions and authority to agree to these Terms of Service and to bind the entity to them. NOTE ON PRIVACY

1. Definitions. The following terms as used herein shall have the following meanings:

“Agreement” means the terms of your Enrollment Form and these Terms of Service.

"Dropship" means sending Products directly from Supplier to an End User on behalf of a Seller.

“End User” means the person or entity who placed an order for a Product with a Seller with the intent to consume it. End Users may also be referred to in other materials as “Customers”.

"Enrollment Form" means the online enrollment, signup, or registration form completed by a Vendor and which refers to these Terms of Service, and which may set out additional commercial terms that will govern the relationship between such Vendor and Bazar;

"Products" means Supplier's products listed by Supplier on the Supply Profile (defined below) through the Service, including without limitation those specified in the Enrollment Form (if any) and as may otherwise be updated by Supplier from time to time in accordance with the terms of the Agreement.

“Seller” means a person or entity who will offer the Products of a Supplier for sale to End Users. Sellers are not resellers of any Products. Sellers may also be referred to in other materials as “Entrepreneurs”.

“Supplier” means an entity who creates a Supplier Profile and offers certain Products that Sellers of the Platform can inspect and offer for sale to End Users on behalf of the Supplier.

"Supplier Profile" means the Supplier’s profile on the Bazar Platform, which is available for Sellers to view and on which Suppliers may detail information regarding the Supplier, its location, its terms of supply, Products for sale, and other such germane information.

“Vendor” means either a Supplier or a Seller.

 

2. Services.

a. Generally. The Bazar Platform shall provide the Vendors during the term various services, which may include, but are not limited to, hosting Vendor profile pages, handling shipping, payments, providing introductions to various parties, providing access to billing tools, and access to and use of the Site (collectively, “Services”).

b. Clearance. The Vendors acknowledge and agree that access to the Services via the Platform maybe subject to a review of each such Vendor’s background, which may include obtaining a consumer report among other

items. The Vendors further acknowledge and agree to provide Bazar with its written consent and authorization to do so, and Vendors will complete any and all necessary documents (e.g., consent authorization form) required by Bazar to complete the review of each such Vendor’s background. Bazar reserves the right to admit or deny any Vendor to the Bazar Platform for any or no reason.

c. Changes, Delays, Unavailability. Bazar reserves the right to alter, suspend, or discontinue the Services or the Bazar Platform at any time and for any reason or no reason without any liability to Vendors. In such cases, Bazar will endeavor to give notice of such changes, delay, or unavailabilities. The Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.

 

3. The Bazar Platform.

a. Marketplace Only. The Bazar Platform is an online marketplace that connects Suppliers, Suppliers’ Profiles, and Supplier Product offerings to Sellers for integration into Sellers’ businesses and listings so that the Sellers can provide End Users with the Products via Dropships from Suppliers. Unless otherwise stated or agreed, Bazar does not purchase, sell, resell, provide, control, manage, offer, quality check, deliver, supply, or Dropship any Products. To the extent that a Seller engages with a Supplier, any Dropship order originating with the Seller to the Supplier shall be governed by such separate terms as agreed between such parties, whether communicated by the profiles of either party or via direct communications or agreements. Bazar provides for the licenses described in Section 4(a)(i) and other ground rules through these general Terms of Service herein, Bazar is not and will not be a party to any contractual relationship between Suppliers and Sellers.

 

b. Using the Services. Provided that a Vendor has been accepted by Bazar and conditioned on such Vendor’s continuing compliance with the Agreement, Bazar shall make the Services and the Bazar Platform available to the Vendors on a non-exclusive, non- transferable basis.

 

c. Use Guidelines. Vendors shall not

i. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Services or the Bazar Platform available to any third party without Bazars prior written consent, which may be withheld in its sole discretion;

ii. interfere with or disrupt the integrity or performance of the Bazar Platform or the data contained therein;

iii. attempt to gain unauthorized access to the Services or the Bazar Platform or any of their related systems or networks; or

iv. Use the Services for any competitive purposes against Bazar.

 

d. Restrictions. Vendors shall not (and shall not allow any third party to):

i. modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services;

  1. circumvent use restrictions that are built into the Services;

  2. remove any proprietary notices, labels, or marks from the Services;

  3. frame or mirror any content forming part of the Services;

  4. access the Service in order to copy any ideas, features, functions or graphics of the

Services;

vi. use the Services or the Platform manage any illegal operations,

vii. use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Service (including Bazar’s proprietary software and apps which may be available for download on the Bazar Platform),

viii. use the Services or the Bazar Platform to send any unsolicited commercial communication not permitted by applicable law;

ix. endanger any part of any system or Internet connection of Bazar or any third party through use of the Services or the Bazar Platform; or

x. breach any applicable laws (including without limitation any privacy laws) when using the Services or the Bazar Platform or in respect of information collected by Vendors through the use of the Services or the Bazar Platform.

 

4. Vendor Responsibilities.

a. Supplier Responsibilities.
On the Bazar Platform, Suppliers shall fill-out accurately and regularly update (i) a description of themselves, each of their Products, and other information necessary for a Seller to determine whether it wants to and how to sell Supplier Products, (ii) their preferences and capabilities regarding their Products, the price they are willing to sell their Products, locations, and other practical considerations, and (iii) Supplier’s availability to accept new orders. Supplier shall cooperate with Bazar or its agents as requested to verify any information provided by the Supplier. The Suppliers hereby acknowledge that Bazar may, from time to time, make any non-material edits to Vendor's profile, including, but not limited to, grammatical, formatting, spelling and punctuation corrections, for the purpose of optimizing Vendor's profile on the Site and conforming to Site requirements.

i. Images and Descriptions.
Supplier agrees that any image, graphic, or information it posts on the Bazar Platform shall accurately reflect their Products (the “Product Descriptors”). Supplier further agrees to grant to Sellers of its Products a limited, revocable, non-transferable, non-sublicensable, world-wide, royalty-free, fully paid-up license to any such Product Descriptors and to create derivate works, provided that such remain an accurate representation of the Products, on the same solely for the Seller’s use when selling Supplier’s Products for so long as Supplier is a Supplier on the Bazar Platform. Notwithstanding the preceding, any warnings or instructions on a Product’s use must be incorporated without edits in Seller’s advertising of Supplier Products. Except as may otherwise be agreed between Suppliers and Sellers, Suppliers shall not have any license to any Seller made intellectual property relating to the Products, provided however, that Seller may only use such Product related intellectual property in performance of its function as a Seller on the Platform.

ii. Product Quality and Liability. Sellers and Suppliers agree that Supplier shall be solely responsible for ensuring the quality, shipping, curing Product defects, and defending any claims of product liability from End Users, except for those product liability or other claims arising as a direct result of a Seller’s actions. Both Supplier and Seller shall hold Bazar harmless and shall make no claims against Bazar relating to the quality, Product Descriptors, shipping, or defects in the Products.

b. Seller Responsibilities. Sellers shall accurately describe and represent Supplier Products utilizing both the Supplier Profile and other information available to the Seller and driving from an objectively reliable source. Seller shall comply with all stated terms a Supplier may post regarding the sale of its Products, including, without limitation, any minimum advertised price guidelines, restrictions on where its Products can be shipped or offered for sale, warnings or instructions for use, and the price that the Supplier is willing to sell the Product to End Users. Sellers shall maintain a storefront to End Users in accordance with the terms herein and shall not sell Products outside such storefront set up on the Platform. To the extent that Seller breaches the preceding, such Seller may be removed as a Seller on the Bazar Platform as well as risk claims from Suppliers and Bazar.

c. Pricing. Suppliers shall post the price they are willing to sell their Products to End Users on the Supplier Profile. Sellers may not offer a Product for sale at a different price than that listed on the Supplier Profile. If a Seller sells a Product for less than the Supplier price, Supplier is still entitled to 80% of the listed price on

its Profile and Seller will be obligated to compensate for the difference is the price the Seller offered to an End User is not enough to cover the 80%.

d. User Relations and Non-Circumvention. Suppliers may not include information along with their Products for the purpose of setting up a direct selling relationship with an End User. Each Vendor shall promptly notify Bazar if an End User contacts a Supplier for Products as a result of End User’s engagement with the Platform.

5. ACCEPTANCE OF DISCLAIMER BY BAZAR OF RESPONSIBILITY FOR VENDOR SERVICES AND PRODUCTS. The Suppliers shall remain solely responsible for the Products and Product Descriptors provided by such Suppliers or any of its employees, delegates or other representatives. Sellers shall remain solely responsible for accurately depicting the Products of the Suppliers and coordinating Dropships with such Suppliers. Other than as provided in these Terms of Service, Bazar shall not in any way interfere with the independence of or otherwise participate in the Supplier’s Products or Seller’s services. The Vendors acknowledge that: (i) Bazar is not a seller or manufacturer of Products of any kind, except for those expressly listed as Bazar products on a Bazar Supplier Profile; (ii) other than its own clearly marked Products, Bazar cannot and will not assume responsibility for the Products, descriptions of Products, or the shipping of Products to any End Users, including any work provided by any other vendors working with or supervised by a Vendor, which shall, at all times remain the responsibility of such Vendor; and (iii) Bazar will not be responsible for the assignment by Vendor of staff or other vendors to work with End Users or any other activity that involves providing Products to End Users.

6. Indemnification.

a. Each Vendor when relevant to the claims below will defend, indemnify and hold Bazar and its affiliates, directors, officers, employees, consultants and agents (each, a “Bazar Indemnified Party”) harmless from any losses, liabilities, damages, and expenses (including reasonable attorney fees and amounts awarded by a court or paid in settlement) that are incurred by a Bazar Indemnified Party, arising out of or in connection with any third party claim arising from (1) any Product provided by a non-Bazar Supplier to End Users or Sellers, (2) any misrepresentation by a non-Bazar Supplier or a Seller of a Product, and (3) any breach by Vendor of any representation or warranty in the Agreement; provided that (A) Bazar provides Vendor with written notice of any such claim, (B) Vendor has sole control of the defense or settlement of such claim, and (C) Bazar reasonably cooperates with respect to any such defense or settlement thereof, at Vendor’s reasonable expense.

7. Orders.

a. Agreement between Vendors. When a Seller sources an order for a Product, the Seller and Supplier will form a contract whereby the Supplier agrees with Seller to supply that Product to the End User for the terms set forth in these Terms of Service, the Supplier Profile, or as otherwise agreed between the Vendor parties, provided that any additional terms do not violate any appliable law or this Agreement.

b. Refunds and Returns. Suppliers agree that they will provide at least a 7 day return policy in connection with any Products they offer on the Bazar Platform. If a Supplier does not offer such a policy, such Supplier shall be in breach of this Agreement, and subject to removal from the Bazar Platform. Bazar shall be responsible for managing the returns of Products by End Users. If an End User returns a Product, and the return is accepted by Bazar, Bazar shall assume the cost of the return and Vendors shall still be entitled to the full Vendor Revenue Split (defined below). Vendors shall notify Bazar of any End User desiring to return a Product as well as the contact information of any such End User.

c. Taxes. Unless otherwise stated, prices do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, "Taxes"). Bazar shall be responsible for collecting sales tax on any Product sold through the Services.

8. Fee Splits and Payment.

a. Fee Splits. During its pilot program, Bazar shall not charge a commission on any Products sold on the Bazar Platform. However, Supplier and Seller agree to split the gross revenue on the sale of any Product

as follows: 80% of the fee shall be payable to the Supplier and 20% of the fee shall be payable to the Seller (the “Vendor Revenue Split”). The Vendor revenue split shall be managed by Bazar or Stripe, its third party payment processor. Seller is responsible for collecting the payment information for the End User placing an order for a Product, and Bazar is responsible for collecting the funds from an End User and distributing to the appropriate parties.

i. The Vendor Revenue Split will be paid to the Supplier when Bazar receives confirmation that the Supplier has shipped the relevant Product.

ii. The Vendor Revenue Split will be paid to the Seller after the 7 day return period has passed without a return request.

b. Stripe Connected Accounts. Bazar uses Stripe as its payment processor. By using Bazar, each Vendor must agree to set up a Stripe Connected Account or other accounts with Stripe as may be required by Stripe or Bazar. A pop-up window provided by Stripe Express is part of the enrollment process. By using the Connected Account or other Stripe features, the Vendors agree to the Stripe terms of service for the same, found here: https://stripe.com/connect-account/legal. Bazar will provide Vendors with payment collection services for End Users purchasing a Product through the Platform or Services.

9. Shipping and Logistics.

a. Shipping Requirements. When a Supplier receives an order for a Product , the Supplier must ship such Product within 7 days of the order. If the Supplier cannot ship within 7 days of the order, it shall notify Bazar immediately and explain why the order cannot be shipped within the time period. If the Supplier fails to notify Bazar or if, in Bazar’s sole discretion, Supplier does not have a compelling reason for not meeting the time period, then Bazar shall issue Supplier a warning. If a Supplier accrues 3 warnings, then the Supplier will be suspended from the Bazar Platform.

b. Shippo. Bazar uses Shippo to facilitate the Dropship. During the pilot program, Suppliers must use Shippo and Bazar shall pay for the shipping costs. After the pilot program, Suppliers may choice other shipping services, provided such shipping services do not put them in breach of these Terms of Service, and Bazar shall cease paying for the shipping costs, unless otherwise agreed separately between a specific Supplier and Bazar. If Bazar is not paying for the shipping costs, then Supplier may include a line-item for such costs in the pricing of its Products.

10. Confidentiality.

a. Vendor Obligations. Vendor shall not disclose any other agreements entered into with Bazar, which are Bazar’ confidential information. Without limiting the foregoing, Vendor shall safeguard the confidentiality of such agreements or other information which is either marked or intended to be a confidential communication between Bazar and the Vendor with the same degree of care, but no less than reasonable care, that Vendor uses to protect Vendor’s own confidential information. The foregoing obligations shall not apply to the extent that such applicable portion of the confidential information is already or becomes publicly known through no wrongful act of Vendor. Vendor may disclose Bazar confidential information to the extent minimally necessary to provide service an End User, comply with an order of a court or governmental administrative body of competent jurisdiction, or as otherwise required by law; provided that Vendor shall first give notice to Bazar such that Bazar has the opportunity to contest such order or requirement of disclosure, or seek an appropriate protective order.

b. Bazar Obligations. Bazar shall not disclose any Vendor confidential information it may collect without Vendor’s prior consent, except that Bazar may (1) disclose as required by law, (2) disclose if such information is no longer confidential through no fault of Bazar, (3) disclose to Bazar’s service providers to the extent necessary for such to perform their job duties for Bazar, provided that such services providers are bound by at least as restrictive a confidential information agreement as contained herein, and (4) aggregate and anonymize rates data for reporting and analytical purposes, provided that in such case Bazar will not individually identify any Vendor in such reporting or analytics. Bazar shall safeguard the confidentiality of the Vendor confidential information with the same degree of care, but no less than reasonable care, that Bazar uses to protect Bazar’ own confidential information.

11. Representations and Warranties.

a. General. Each party represents and warrants to the other party that (i) it has the full power to enter into this Agreement and to perform its obligations hereunder, (ii) the execution and delivery of this Agreement will not result in any breach of any terms and conditions of, or constitute a default under, any other agreement to which such party is bound, and (iii) the individual executing this Agreement (electronically or by written signature) is authorized to execute this Agreement on such party’s behalf.

b. Vendors. Vendors further represent and warrant that they (i) are in compliance with all obligations to Bazar, including, but not limited to all responsibilities and obligations set forth herein, and shall behave in a responsible and professional manner when interfacing with the Bazar Platform and other users of the Bazar Platform, and (ii) have the ability to obtain all appropriate insurance and licenses to manufacture or sell the Products, and will provide a certificate of insurance evidencing such insurance or provide the relevant licenses if requested by Bazar.

c. Supplier. Suppliers represent and warrant that they have the necessary licenses and approvals to sell the Products they list and that their Products are free from product liability defects. To the extent that Supplier cannot ship or sell its Products to certain geographical regions, it will clearly state so on its Supplier Profile and in the Product Descriptors.

d. Sellers. Sellers represent and warrant that they shall not offer for sale any Products to regions where such Products cannot be sold, and Sellers shall comply with all applicable rules and regulations regarding the promotion of Products online or in print, including the FTC guidelines on social media influencers, where appliable and accurately representing each Product as further described in these Terms of Service.

12. Disclaimer of Warranties.
Vendors acknowledge and agree that Bazar is not responsible for(i)the accuracy, reliability, timeliness, or completeness of any information or data provided by any user of the Bazar Platform, including Vendors, (ii) the results that may be obtained from the use of the Bazar Platform or the Services, (iii) the provision of a Supplier’s Product, or (iv) the cancelling, refunding, or issues of any Product or sale to any End User, other than as provided herein. THE SITE, PLATFORM, AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. BAZAR, ON BEHALF OF ITSELF AND ITS VENDORS AND LICENSORS, HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE. BAZAR DOES NOT REPRESENT THAT THE SITE, PLATOFRM, OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

13. Limitation of Liability. NEITHER BAZAR NOR ITS SUPPLIERS OR LICENSORS SHALL BE LIABLE OR OBLIGATED TO THE VENDORS UNDER ANY NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; (B) LOSS OF DATA, USE, PROFITS, SALES, OR PRODUCTS; OR (C) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, REFUNDsS, OR TECHNOLOGY. IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF BAZAR OR ITS LICENSORS AND VENDOR FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN NEGLIGENCE, CONTRACT, TORT OR ANY OTHER FORM OF ACTION, EXCEED ONE THOUSAND DOLLARS ($1,000). THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION 13 SHALL NOT APPLY TO A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. SOME LIMITATIONS OF LIABILITY ARE NOT PERMITTED BY SOME STATES’ LAWS, IN THE EVENT ANY LIMITATION HEREIN IS INCOMPATIBLE WITH SUCH LAWS, THEN THE LIMITATIONS HERE SHALL BE CONSTRUED AS CLOSELY AS POSSIBLE TO THE INTENT HEREIN AND COMPLIANCE WITH SUCH LAWS.

14. Trademarks;Publicity. Vendors shall not use any name, trade name, trademark or service mark of Bazar (each a “Mark”) in any promotion, advertising or other similar materials or in any publicity or news releases without the prior written approval of Bazar. Any such use of a Mark will be subject to Bazar’ quality control guidelines and trademark usage policies provided to Vendors from time to time. Bazar reserves the right to terminate Vendor’s right to use any Mark, immediately upon the issuance of written notice.

15. Intellectual Property.

a. Bazar Ownership. Exceptasotherwisehereinprovided,allright,titleandinterest,including without limitation all related intellectual property rights, in and to the Services, the Bazar Platform, and the Site shall be and remain the valuable and exclusive property of Bazar. In addition, Bazar retains all proprietary rights, title, and interest, including, without limitation, all patents, copyrights, trademarks, service marks and trade secrets embodied in the Services or the Bazar Platform that originated with Bazar, and to any inventions, data, information, know-how, logos, technology, software and documentation related to the Services or the Bazar Platform that originated with Bazar.

b. License to Vendor Information. The Vendors grant to Bazar all rights and licenses to use and exploit Vendors’ name, nickname, pseudonym, initials, biography, likeness, trademarks, image, profile and other information provided by Vendor (“Profile Materials”), subject to on and in connection with the Site or the Bazar Platform. Bazar will not use Profile Materials in content to be used or published outside of the Bazar Platform without Vendor’s prior consent.

c. Vendor Provided Content. Vendors shall retain ownership of any content they post to the Site or on the Bazar Platform, subject to the license above and the license granted by Suppliers to Sellers in Section 4(a)(i). However, Vendors represent and warrant that any information or Product posted to the Bazar Platform shall not infringe the intellectual property rights of another.

d. Feedback. Bazar shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its products, services and business any suggestions, enhancement requests, recommendations or other feedback provided by Vendors relating to the operation of the Services.

e. Copyright Infringement. If a Vendor believes that its work has been copied in a way that constitutes copyright infringement and is posted on the Site, please provide Bazar’s copyright agent (as designated herein) all of the written information specified below. Please note that this procedure is exclusively for notifying Bazar and its affiliates that your copyrighted material has been infringed. Please include the following:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

  2. A description of the copyrighted work that the Vendor claims has been infringed upon;

  3. A description of where the material that you claim is infringing is located on the Site,

    including the current Site address;

  4. Your address, telephone number, and e-mail address;

  5. A statement by you that you have a good-faith belief that the disputed use is unauthorized by the copyright owner, its agent, and/or the law;

  6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

  7. Company’s Copyright Agent for notice of claims of copyright infringement on its Sites can be reached as follows: copyright@shopbazar.com

16. Termination.

a. General. Vendors may terminate this Agreement at any time provided that they have no current fulfillment obligations to any End User, other Vendor, or Bazar. Suppliers may indicate that they are not accepting any more Product orders by notice on their Supplier Profiles, and Sellers may stop selling the Products. Bazar may terminate this Agreement at any time for any reason with any Vendor by notice to such Vendor, provided that Bazar shall remit to Vendor any amounts that would be owed to the Vendors as a result of actions before the notice of termination. Upon receipt of the notice, the Vendor shall cease having access to the Site, the Bazar Platform, or the Services.

b. Effect of Termination. Upon termination of this Agreement, all rights and licenses granted to either party automatically terminate. Additionally, Section 1, 5, 6, 8, 10 – 13, 15, this 16(b), and 17 shall survive any termination of this Agreement. If Bazar has featured Vendor’s Profile Materials in any marketing materials or other

content with Vendor’s consent, Bazar may continue to display such information in those marketing materials or content following the termination of this Agreement, but may not create new marketing materials with such information.

17. Miscellaneous.

b. Sign-In Name; Password; Unique Identifiers. Vendor accounts includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating Vendor identity when logging-in (“Unique Identifiers”). When creating a Vendor account, you must provide true, accurate, current, and complete information. Vendors are solely responsible for the confidentiality and use of their Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered or payments made through the Site using one or more of them. Vendors will promptly inform Bazar of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. Bazar reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. Bazar will not be liable for any loss or damage caused by any unauthorized use of your account.

b. Assignment. Neither party may assign this Agreement, and/or any of its rights and obligations hereunder, without the prior written consent of the other party, provided that Bazar may assign this Agreement without consent to an affiliate or to a successor to all or substantially all of Bazar’ assets or business to which this Agreement relates. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

c. Notices. Any notices given under this Agreement shall be in writing and shall be sufficiently given if: sent by a guaranteed delivery service and, in the case of notices sent to Vendor, addressed to such address, email address or addressee as indicated on Vendor’s profile on the Site; in the case of notices sent to Bazar, addressed to such address or email address as indicated at vendors@shopbazar.com unless either party designates an alternative address to the other by prior written notice.

d. Governing Law; DisputeResolution. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to the conflict of laws’ provisions thereof. Any dispute arising out of or related to this Agreement that cannot be resolved by informal and good-faith negotiations between the parties, shall be settled by final and binding arbitration to be conducted by a single arbitrator in New York, New York, pursuant to the rules of the American Arbitration Association. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate. Any defaulting party shall be required to pay the attorney fees of the non-defaulting party.

e. Force Majeure. Except for a party’s payment obligations, the performance of either party under this Agreement may be suspended to the extent and for the period of time that such party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including, without limitation, acts of God, acts of civil or military authority including government attorneys, new legislation or regulatory requirements, strikes or other labor disturbances, fires, floods, epidemics, wars or riots).

f. Modifications. No modification, amendment or waiver of this Agreement or any of its provisions shall be binding upon Bazar unless made in writing and agreed to by Bazar. Bazar may amend the terms and conditions of this Agreement at any time in its sole discretion and will provide notice thereof. If Vendor does not agree to such amendments, it may terminate this Agreement immediately upon written notice to Bazar. Vendor’s continued use of the Services or the Site following such change notice shall be deemed to be Vendor’s acceptance of such amendments.

g. Severability. In the event any provision of this Agreement is held by a competent court or arbitrator to be invalid, illegal or unenforceable, it shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of this Agreement shall remain in full force and effect.

h. Entire Agreement. This Agreement and the policies and Terms of Use incorporated herein constitute the entire agreement between the parties and supersedes all previous or contemporaneous agreements, promises, or representations, whether written or oral, between the parties with respect to the subject matter hereof.

i. Relationship of Parties. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity. Any employee, servant, subcontractor or agent of a party shall remain at all times under the exclusive direction and control of that party and shall not be deemed to be an employee, servant, subcontractor or agent of the other party.

j. Remedies Cumulative. Unless expressly stated otherwise in this Agreement, no remedy afforded to a party under this Agreement shall preclude other remedies available under equity or law.

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