Umarp Vendor User Agreement

This Umarp Vendor User agreement (“agreement”) is between the applicant (if registering as an individual) or a business the applicant is employed by or represents ( if registering as as business) that govern your participation in the Sale of products on Umarp either as vendor account holder (the “ Umarp Business solution Service”). The user Agreement applies to your use of our payment processing and related services provided in connection with the Selling on Umarp service (“Selling on Umarp Service”) offered by “We,” “us,” or “our” means Umarp site and Marp Corp Ltd. “You” or “your” means the applicant. A “site” means a website.

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE BUSINESS TERMS AND CONDITIONS OF THIS VENDOR USER AGREEMENT, INCLUDING ANY POSTING OF A CHANGE NOTICE, REVISED TERMS AND CONDITIONS, OR REVISED OPERATIONAL DOCUMENTATION ON OUR WEBSITE, YOU (A) AGREE TO BE BOUND BY THESE TERMS & CONDITIONS; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING AS A VENDOR AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS TERMS & CONDITIONS; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO THIS CONTRACT (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THESE TERMS & CONDITIONS. IN ADDITION, IF THESE TERMS & CONDITIONS ARE BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THESE TERMS & CONDITIONS ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THESE TERMS & CONDITIONS.

By using Umarp Business Solution Services , you agree to these conditions. Please read them carefully

By applying to be a vendor at Umarp you agree to be bound by the following terms and conditions, code of conducts, guidelines and any other additional services and/or terms that may apply to Umarp Business Solutions Services (“Business terms and conditions “).

Business Accounts Policies

By registering an account as an vendor (“Vendor’s Account “) to use of business solutions to sell your products, you are agreeing to these Business Terms and Conditions, forming a legally binding contract with Umarp and Marpcorp Ltd. The following terms and Conditions, in addition to the Terms of Service, govern your access to and use of your Vendor’s Account. In the event of any conflict between this Umarp Vendor Service Account and the Terms of Service, the Umarp Vendor Service Account shall apply.

Account Information

As a registered Account holder, you are responsible for maintaining your account and your password confidential. You acknowledge and agree to accept full responsibility for all activities that occur under your account and/or password. Umarp reserves the right to refuse service, terminate accounts, terminate your rights to use Umarp Business Solutions remove or edit content, in its sole discretion.

Providing Verifiable Account Information

You will be solely responsible for your account and you will ensure that;

(a) You must provide complete and accurate account information, such as your name, company information, website to Umarp.

(b) It is your responsibility to keep all your information and products current and up to date by making all the necessary changes in your dashboard.

(c) If you register your vendor’s account as a business, you must ensure that your business is a registered company incorporated in a country and can be demonstrated to Umarp upon requests

(d) You are solely responsible for providing accurate business information such as name, address that clearly identifies your business.

(e) You are solely responsible for ensuring that your business and product , has the right products/services in the right and correct category

(f) You are solely responsible for the payment of any taxes incured by any sale you make from products on Umarp.

(g) If you register a vendor’s account, as an individual, if requested by Umarp , you must demonstrate the necessary information on tax you will pay your taxes in your country of residency.

Umarp shall not be responsible for verification of any licenses a local business or its representatives may have, and consumers should inquire about any such licenses with the business directly. You are solely responsible for obtaining and operating under any licenses that are required by any state or country in conjunction with your product/services. You agree that Umarp shall have no liability and you shall indemnify Umarp in the event of any (without limitations) liability and/or remuneration you may owe to a government, and/or local business bureau for operating your business without a license.

1. Selling on Umarp: your vendor’s account

1.1 Eligibility

To use the Service, (a) you must register for a “vendor’s Account” as described in more detail below (an “Account”) by providing complete and accurate registration information and (b) if you are an individual, be at least 18 years old, and, if you are registering as a legal entity, your business, trade or profession must be established and authorized to operate in one of the designated countries that we support, as disclosed on our Sites when you register for an Account. You must meet our eligibility requirements in order to register for and maintain an Account. We treat all activities under an Account to be those of the registered user. You may not use the Business solution Service or your Account on behalf of any other person or entity. You must update registration information promptly upon any change so that it is at all times complete and accurate, and updates to your registration information may be carried across to other accounts that you have with us. We reserve the right to refuse to provide or discontinue the Service to any person or entity, or close the Account of any person or entity, in each case at any time for any reason.

1.2 Vendor Accounts. Accounts may be accessed through our website. You may use an Account only to sell products and/or services in connection with the Selling on Umarp’s Business solution Service and to hold and transfer funds to a bank account. If you register for an Account as a business, you must only use your Account in the course of your own business, trade or profession and not for domestic or household purposes or as a consumer. In connection with the Account, you must provide us on our request with your contact and billing information (e.g., name, address, phone number, facsimile number, e-mail address), a Value Added Tax (“VAT”) number, customer service contacts, general profile information about your business (e.g., business description, business classification), anticipated transaction volumes, and any other information that we may require or that may be required by law or our financial institutions to provide the Service. If you are acting as a business, you agree that the following provisions of the Payment Services Directive 2015/2366/EC will not apply to your use of the Service: 62(1), 64(3), 76 and 77

1.3 Umarp’s Business Role. Our role is to provide you the space and service to sell your products. In addition, via a third party, we will process payment for you. We are not involved in any any underlying sales transaction between any seller and buyer. You authorize us to hold, receive, and disburse funds in accordance with Umarp’s payment instructions (subject to the terms of this Agreement).

In this limited capacity, we are neither the buyer nor the seller of the items or services you offer for sale and are not a party to the sales contract. We will not mediate disputes between buyers and you or enforce or execute the performance of any sales contract. You are the seller of record for all sales via Umarp business solution services.

Our, or one of our Affiliates’, name may appear on a buyer’s Card (as described below) statement (which may also, at our option, display your trade or business name). A buyer’s obligation to pay for an item purchased via the Website is satisfied when the buyer properly pays us in full for that item via the Umarp Shop. We are not a fiduciary or trustee of either the buyer or you. We do not accept deposits. We may use the services of one or more third parties, Affiliates, processors and/or financial institutions to provide the Service and process transactions (each a “Processor”). We may outsource certain services, including those required under applicable anti-money laundering laws and those related to information technology and internal audit functions, to Processors and to their sub-contractors established in Member States of the European Economic Area, the United Kingdom, India, Costa Rica, Brazil, , the Philippines, the United States of America, and any other country in which an Umarp maybe established and you accept for that purpose that Processors and their sub-contractors may be given, and may give if lawfully required, access to personal and non-personal information relating to you and your Account including bank account details and beneficial ownership information. To provide the Service, we or our Processor may debit or credit (as appropriate) your Account balance, Card or bank account that you registered with us for use with the Service and that complies with any conditions for acceptance described in our Policies (your “Bank Account”). Subject to Section , we do not guarantee payment by or on behalf of any buyer.

1.3 Account Limits. Your use of the Umarp’s Business Solution Service may be subject to account limits, including, without limitation, transaction volume limits or withdrawal restrictions. These limits are determined based on performance and risk factors, including without limitation our assessment of the risk associated with your Account, your or a buyer’s location, the registration information you provide and our ability to verify it, and the requirements of applicable law. Notwithstanding any account limits, we may delay, suspend or reject a transaction from any buyer or otherwise suspend an Account if we suspect the transaction or Account is being used without authorization, fraudulently, suspiciously or is otherwise unusual based on prior transaction activity and application of our internal fraud controls.

2. Receiving Payments

2.1 funds. We will issue and transfer to your Account an amount of funds from the proceeding of sales actually received from buyers’ bank or card issuers, less 10% commission fees applicable fees, set-off and other amounts then due to us or our Affiliates under this Agreement (“Net Sale Proceeds”) within 30 days of receiving actual payment from the buyer in order to compel with Umarp’s return policies. You will not receive interest or any other earnings on any funds held by Umarp. Funds held in your dashboard or by Umarp do not qualify as a deposit so you are not protected by any deposit guarantee schemes.

Until June 30, 2021, your account, will be set to trial mode, as soon as the first payments are received from your sales, you agree, that you will be required to pay a subscription fee of $19.99 a month plus 10% commission from Umarp and any addition transfer fees imposed by Umarp or any third parties authorized by Umarp to transfer funds to your account.

2.2 Accepted Payment Methods. You may receive payments in your Account funded with payment methods that we accept, including credit, debit and other payment cards (“Cards”) that bear a logo of supported payment card associations, networks, or companies (the “Associations”), invoice payments, and direct debit payments. We may remove or add Cards or other payment methods that we accept at any time without prior notice. We will only process Cards that receive an authorization from the applicable Association or card issuer. An authorization does not guarantee that such transaction will be collectible or that the cardholder is actually authorized to use the Card or that the transaction will not be subject to Chargeback.

2.3 Order Processing. Subject to the terms of this Agreement, we will process payments and refunds for your transactions submitted through the Service. We will determine the time at which we process payments and refunds for your transactions in accordance with applicable law. You are the seller of record for any sales you conduct using the Selling on Amazon Service. We may withhold for investigation, or refuse to process, any of your transactions that we suspect is fraudulent, unlawful or otherwise violates the terms of this Agreement. We will process a transaction that you properly initiate and authorize within one business day. We may refuse to execute a transaction if it does not meet the conditions in this Agreement or is prohibited by law. If we do refuse to execute any transaction, we will notify you (unless prohibited by law) of the refusal within the time we are legally allotted for processing that transaction and, if possible and applicable, the reasons for our refusal and the procedure for correcting any factual mistakes that led to the refusal. Any transaction that we refuse to process will be deemed not to have been received for purposes of execution times and liability for non-execution or defective execution. If we fail to execute or incorrectly execute a transaction, we will, on request, make immediate efforts to trace it. We will notify you of the outcome free of charge.

2.4 Delivery Errors and Nonconformities; Product Recalls. You are responsible for any (without limitation) non-delivery, mis-delivery, theft or other mistake or act in connection with the fulfillment and delivery of your products or services except to the extent caused by (a) Card fraud; or (b) our failure to make available to you transaction information as it was received by us. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of your products or services. You will notify us promptly as soon as you have knowledge of any public or private recalls of your products or services.

2.5 Refunds.

You are obligated under this agreement, to process all returns and provide refunds and adjustments for your products in accordance with this agreement and applicable law. You will route all refunds and payment adjustments through Umarp customer services at support@umarp.com. You will reimburse us for all amounts so refunded. We have no obligation to accept any returns of any of your products or services.

For all sales on Umarp, you must (a) maintain a fair policy for the return or cancellation of products or services and adjustment of Card sales, (b) disclose your return or cancellation policy to buyers at the time of purchase and on your product page (c) not give cash refunds to a buyer in connection with a Card sale, and (d) not accept cash or any other consideration for preparing a refund to be transferred to a buyer in connection with a Card sale. The amount of the refund or adjustment cannot exceed the amount of the original sale price of the product sold. As a policy, you must refund the total amount, as paid, to the buyer, if requested by Umarp. You will have to pay for any additional charges incurred to the processor, Umarp and/or any other applicable fees. Please note: We have no obligation to accept any returns of any of your products or services. When adding your refund policy on your product pay, your refund policy must not prohibit returns or be unsatisfactory to the buyer. You must create a policy, that reflects, Umarp rules and applicable laws.

2.6 Disbursements. Subject to restrictions described in this Agreement, we will automatically transfer your Account balance to your Bank Account within 30 days after the the minimum balance of $100.00 (One hundred dollars) is reached . Transfers will be made only by direct deposit to your Bank Account. . In addition to any applicable account limits, we may restrict transactions to or from your Account or limit access to and availability of your Account balance in such amounts and for such time as we reasonably deem necessary to protect us or other users if: (a) we are subject to financial risk (including, without limitation, for pending Chargebacks), (b) we suspect you have violated any term of this Agreement, (c) we are unable to verify your identity, (d) any dispute exists involving your Account or transactions conducted in connection therewith, (e) your Bank Account does not comply with any conditions for acceptance described in our Policies or (f) needed to protect the security of our systems. We may restrict access to your Account balance for the time that it takes for us to complete any pending investigation or resolve a pending dispute. We also may hold your Account balance as required by law or court order or if otherwise requested by law enforcement or any governmental entity.

2.7 Chargebacks. The amount of a transaction may be charged back or reversed to your Account (a “Chargeback”) if the transaction (a) is disputed by a buyer, (b) is reversed for any reason by an Association, our Processor or a buyer’s or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement. For any transaction that results in a Chargeback, we may withhold the Chargeback amount and deduct the amount of any Chargeback and any fees, fines, or any other fees from our processor from your account balance. You agree at our requested, and at your expense, to help us, to investigate any of your transactions processed through the Service.

2.8 Account History. We will have the right to access an account summary within your dashboard, Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Account and your use of the Service, and (b) reconciling all payment activity to and from your Account. Upon the termination of this Agreement for any reason, neither we nor our Affiliates will have any obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with Umarp site, your Account, the Service or any transactions submitted by you through the Service.

2.9 Unauthorized Transactions. You are solely responsible for all losses related to any unauthorized transactions from your account. If, we determine, that you have acted fraudulently, and or have used your account for illegal activities, and/or activities not authorized by Umarp, we reserve the right to seek legal action against you or to report your actions to the appropriate authorities. If you suspect, that your account has been hacked or used by other or you notice unauthorized transactions. You need to notify us immediately, by sending an email to our support team at support@umarp.com

2.10 Account Usages. If your Account is inactive (including without limitation if you have not accessed your Account or conducted any transactions) for a continuous period of at one (1) month, your account will be automatically deleted. If you currently hold a balance, or are expected to receive funds, we will notify you by sending an email to your e-mail address in our records and give you the option of keeping your Account open and maintaining your balance, disbursing your balance (subject to the terms of this Agreement) If you do not respond to our notice within thirty (30) days, we will automatically close your Account in accordance with section 5.3 of the Agreement.

Umarp’s Customer Service. You must not make any direct contact with Umarp clients. We will be solely responsible for all customer services issues, related to your products or services. (including pricing, rebates, item information, availability, technical support, issuing of VAT invoices where required, functionality and warranty), order fulfillment (including shipping and handling), order cancellation by you or the buyer, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes.

Our Set-off Rights. To the extent permitted by law, we may set off against your Account balance, any payment account balance reflecting amounts due to you by any of our Affiliates, or debit your Bank Account or other payment instrument in your Account for any (a) obligation you owe us under this Agreement, (b) obligation you owe Processors or (c) if required by law, withholding of amount for tax purposes or in connection with a binding legal order in connection with your use of Umarp Business solution services. All Deductions are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from your Account balance. If you owe us an amount that exceeds the balance in your Account (or any payment account provided to you by any of our Affiliates), we may charge or debit a payment instrument or Bank Account registered in your Account or you will pay us the full amount of the outstanding Deductions upon receipt of our invoice. You will be responsible for and pay us upon invoice all costs associated with collection in addition to the amount collected, including without limitation attorneys’ fees, court costs, collection agency fees, and any applicable interest. To give effect to our rights under this Section, you hereby irrevocably authorise us to debit your account for any amounts due to us under this Agreement.

Processing Errors. In the event there is an error in the processing of any transaction, you authorize us to initiate debit or credit entries to your Account or Bank Account, as applicable, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit the Bank Account you select for any reason, you authorize us to resubmit the debit to any other Bank Account or payment instrument that you have on file with us.

Taxes. You are responsible for determining any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance or use of the Umarp Business Solutions Service, your use of the Site,, the sale or purchase of any products or services, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives (“Taxes”). You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. While we may provide you a means for you to determine and apply taxes to your transactions, we and our Affiliates are not obliged to determine whether Taxes apply and are not responsible for calculating, collecting, reporting, or remitting any Taxes to any tax authority arising from any transaction

No Misuse of Umarp Smart Services

At all times you must act lawfully and not misuse any of Umarp Business Solution Services . You must refrain from the following actions;

(b) Creating fake customer reviews to increase your exposure on Umarp

(d) Posting unrealistic pricing on your listings

(e) Artificially inflating web traffic such as using bots or paying for clicks, to climb up the ranks of Umarp search or Umarp page.

(f) Allowing other people to act on your behalf in a way that violates Umarp’s Business Terms & Conditions or your agreement with Umarp

Product page Content Policies

Responsibility for Your Content

You are solely responsible for the content and words you place on your product page. Once your content is posted to use either as a free or paid account, you may not be able to withdrawn your product page, with the exception of section.

You agree and acknowledge that you assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with information you disclose. You warrant and represent to Umarp, that you are the sole owner or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Umarp.

You agree that Umarp shall have no liability and you shall indemnify Umarp whatsoever, for any actions, unauthorized, or via a 3rd party, either directly or indirectly, that are carried out, which may cause any ( without limitation) third party to seek legal action against you for the following;

(a) Content contains material that is false, intentionally misleading, or defamatory;

(b) violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

(c) contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors;

(d) violates or advocates the violation of any law or regulation; or violates these Terms.

You agree and acknowledge, we have no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content. We reserve the right to remove, screen, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates this vendor User agreement.

Our Right to Use Your Content

You hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, no remuneration, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media By creating an account with Umarp, you agree that you irrevocably waive and/or caused to be waived your right to peruse any claims against Umarp and its customers for the use, and moral rights of your content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content. Umarp shall have the right to use your content as follows;

(a) to publicly displaying it, reformatting it, incorporating it into advertisements and other works;

(b) creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”).

Umarp Ownership

You agree and acknowledge that, all elistings, Umarp directory content and shop is owned and operated by Umarp, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of User Content and other Service Content), computer code, products, software, aggregate star ratings, FAQ and all other elements and components of the Service We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the Umarp Content and the Service, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the Umarp Content in whole or in part except as expressly authorized by us. We do not grant you any express or implied rights, and all rights in and to the Service and the Umarp Content are retained by us

Umarp Advertisements

Umarp and its licensees may (without limitations) publicly display advertisements, banners, paid content, and other information nearby or in association with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

Umarp Product Page Policies

Every account holder must follow the Umarp policies pertaining to your product page. You agree to the following actions;

(a) You must use the Umarp product template provided for you.

(b)You are prohibited from using HTML, or any other coding to alter your product page

(c) You are prohibited from displaying content such as obscene or offensive materials, links or plot spoilers, reviews or requests for reviews, and unauthorized advertising.

(d) You are prohibited from creating duplicate pages for a product and/or service that already has a page

(e) Create new detail pages for new products and/service or versions not authorized by Umarp

Restricted Product & Services

As a Vendor account holder you are prohibited from selling the following;

Alcohol
Food & Beverage
Animals
Tobacco & Tobacco-Related Products
Cash Equivalents, and Gift Cards
Medical devices and accessories
Dietary Supplements
Drugs & drug paraphernalia
Explosives, Weapons, and Related Items
Export Controlled products
Gambling & Lottery
Hazardous and Dangerous Items
Human Parts & Burial Artifacts
Jewelry & Precious Gems
Laser products
Lighting
Lock Picking & Theft Devices
Offensive and Controversial Materials
Other Restricted Products
Pesticides and Pesticide Devices
Plant and Seed Products
Postage meters and stamps
Recalled Products
Recycling electronics
Ozone-Depleting Substances and Substitutes
Art – Fine Art & Home Decor
Surveillance Equipment

Warrant & Representation

A. In order to access or use the Umarp Smart Services and/or Umarp business solutions services you represent, warrant, and covenant that (a) you will create, maintain and operate your product page in accordance with this vendor User agreement (b) you have the authority to act on behalf of the business or businesses associated with or claimed through your Business Account and bind any such business (including any corresponding business entity) to the Business Terms (such business or businesses, your “Business”); (c) neither your participation in Umarp shop nor your creation, maintenance, or operation of your products should violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing); (d) you will not use the Umarp Site for business activities, including but not limited to flagging reviews or messaging people who have reviewed your Business (e) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting) (f) you grant Umarp a non-transferable, non-exclusive, royalty-free limited license to display your public website on the Services, or allow for its display through campaigns and emails (g) you will not participate in Umarp’s listing directory, shop or use any other Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using any Service Offering (h) you understand that we may display health score information for your Business, and may place a Consumer Alert regarding that health score, on the business page for your Business; (i) the information you provide in connection with Umarp’s vendor account is accurate and complete at all times.

B. You represent, warrant, and covenant that you will not, and/or authorize another party to; (a) offer discounts, freebies, refunds, gift cards, contests, or deals in exchange for posting a review of your business or remove any review (b) may not solicit or ask for any reviews from your customers (c) write your own review of your Business listings product and/or services and/or a competing business (d) attempt to generate automated , fraudulent or otherwise invalid inquiries, conversions, ad clicks, ad impressions and other actions (e) You will not artificially generate clicks or impressions on your listing or form of scraping or data extraction to access, query or otherwise collect Umarp data, whether by way of a robot or software program or otherwise. (f) use any Umarp trademark, copyright mark in any manner whatsoever. (g) misrepresent your identity or association to anyone in connection with Umarp.

Terms and Termination

The terms of this Vendor User Agreement will begin upon your registration of an account for or use of the Umarp directory and site. Either you or we may terminate this Vendor User Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 3 calendar days from the date notice is provided.

When you register for a Vendor account, you agree and acknowledge that you must retain, pay and agree to all the condition of your plan for a minimum of six months. (” Account Terms”) After your initial six month period, you shall have the right to terminate, your account, by provide a termination notice to Umarp by sending an email to support@umarp.com and in the subject line you shall write Termination notice. In the body of the email, you shall write your reasons for termination. In addition, we may terminate this Vendor User Agreement or suspend your account immediately upon written notice to you for any of the following:

(a) you are in material breach of this Business Agreement, (b) you otherwise fail to cure within 5 days of our notice to you; (c) we believe that we may face potential claims or liability in connection with your participation in Umarp; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in Umarp; (e) your participation in Umarp has been used for deceptive, fraudulent or illegal activity; (f) we believe that we and or you, may become subject to tax collection requirements in connection with this Vendor User Agreement or the activities performed by either party under this Agreement; (g) we have previously terminated this Vendor User Agreement (or suspended your account) with respect to you or other persons that we determine are acting in concert with you for any reason, or (h) we have terminated Umarp’s shop for any reason. (i) any material breach of this Vendor User Agreement by you.

Non-disclosure, Non-Compete and Confidential agreement

You shall not (a) make any direct or indirect via a third party connect with Umarp customers. All communication must be made within the Umarp platform with Umarp knowledge. (b) you will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base or any related Companies) Umarp site and Marp Corp Ltd (c) you will not circumvent or compete with Umarp and Marp Corp Ltd in connection with any business opportunity as a result of the business contacts and/or confidential information disclosed, to you by your participation in the Umarp shop or otherwise. (d) You shall not attempt to directly or indirectly via a 3^rd party to circumvent or compete, nor take any action designed to appropriate any business opportunity otherwise due for the benefit of Umarp site and Marp Corp Ltd. You agree that in the event you act in breach of this section to the detriment of Umarp site and Marp Corp Ltd. Umarp site and Marp Corp Ltd shall have , including, but not limited to, the right to recover money damages in any action at law and Umarp site and Marp Corp Ltd shall be entitled by reason of any such breach to terminate this Vendor User agreement. You agree that Umarp site and Marp Corp Ltd , in addition to the right to recover money damages at law, shall also be entitled (in addition to any other law or in equity) to seek injunction and other equitable relief.

Limitations on Liability

YOU ACKNOWLEDGE AND AGREE THAT NEITHER WE NOR (WITHOUT LIMITATIONS) ANY OF OUR AFFILIATES, CUSTOMERS OR LICENSORS WILL BE LIABLE FOR (WITHOU LIMITIATION) ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL AMOUNT OF THE ONE PAID PLAN CHOOSEN BY YOU, FOR A LIMIT OF LIABILITY TO NOT EXCEED SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, AND/OR AT LAW INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER WHATSOEVER DIRECTLY OR INDIRECTLY RELATING TO YOUR PARTICIPATION IN UMARP, YOUR CONDUCT, CREATION, MAINTENANCE, ANY BEHAVIOUR THAT MAY HAVE AN NEGATIVE EFFECT UPON UMARP OR OPERATION OF YOUR UMARP SERVICES (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS VENDOR USER AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, WITHOUT LIMITATION, OUR CUSTOMERS, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR WITHOUT LIMITATION, RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR PARTICIPATION IN UMARP OR ANY MATERIALS THAT APPEAR ON YOUR PRODUCT PAGES, INCLUDING BUT NOT LIMITED TO, THE COMBINATION OF YOUR PRODUCT PAGES OR THOSE MATERIALS WITH OTHER UNAUTHORIZED AND/OR AUTHORIZED APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, WITHOUT LIMITATION, CONTENT DEVELOPMENT, IMAGES, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR PRODUCT PAGES OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR PRODUCT PAGES (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS VENDOR USER AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS VENDOR USER AGREEMENT (INCLUDING ANY UMARP POLICIES), (E) 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 (F) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE WITHOUT LIMITATIONS, OUR CUSTOMERS, ANY THIRD PARTY AND/OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY UMARP PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.

Disclaimers

THE UMARP SITE, ELISTINGS, SHOP, DIRECTORY AND MARP CORP LTD ANY PRODUCTS AND SERVICES OFFERED ON THE UMARP SITE, ANY WITHOUT LIMITATIONS, CONTENT, THE PRODUCT/SERVICE ADVERTISING , OUR AND DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE UMARP MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR LICENSORS IN CONNECTION WITH UMARP’S SMART SERVICES (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE WILL NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE OR LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. WE WILL NOT BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS BUSINESS AGREEMENT. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (A) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOURACCOUNT OR WITH YOUR ELISTINGS, OR (C) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN UMARP’S DIRECTORY.

Governing Law and Disputes

Any dispute relating in any way with Umarp’s site, services, shop, elisiting and/or Directory and Marp Corp Ltd or this Vendor User Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us will be subject to the governing law and disputes provision for the applicable Umarp Site and Marp Corp Ltd

Any dispute relating in any way to Umarp’s site, services, shop, elisiting and/or Directory and Marp Corp Ltd or this Business Agreement will be resolved by binding arbitration, with no recourse to the courts of England. The London Courts of international arbitration and LCIA rules without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.

Any dispute arising out of or in connection with this Business Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be only one. The seat, or legal place, of arbitration shall be London The language to be used in the arbitral proceedings shall be English . The governing law of the Business Agreement shall be the substantive law of England.

If the dispute is not settled by mediation within 30 days of the appointment of the mediator, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

The decision of the mediator shall be final and binding and there will be no appeal therefrom. The cost of arbitration, including but not limited to the fees of the arbitrators and attorneys, shall be borne by the losing party. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any country or national court of any nation competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Umarp’s site, services, elisitng and/or Directory and Marp Corp Ltd are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

Entire Agreement

This Agreement incorporates all the business terms and Conditions and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, Exhibits, and other rules referenced in this Agreement and any other policies that apply to tools, subprograms, and features made available to you under Umarp Directory and shop, including any updates of any Policies from time to time. In the event of any conflict between this Agreement and the terms of use, this business agreement shall supersede any Program Policy. There are no promises, terms, conditions, or obligations other than those set forth herein, and this Agreement shall supersede any and all previous communication, representations or agreements either verbal or written between you and Umarp. Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.

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Vendor’s Agreement