Welcome to Shaeps Exchange. Shaeps (‘We’, ‘Us’, ‘Our’ or the ‘Company’) are providing you with access to shaeps.com (‘Site’), Our online store and any website or other online point of presence, mobile application, service or feature through which any product or service available are syndicated, offered, merchandised, advertised, or described (‘Sites’) subject to the following terms and conditions. By registering, accessing, using, browsing, or selling merchandise on this Site or otherwise using Our Sites – you (on behalf of yourself or the business you represent) agree to all of the following Terms.

Those who are accepting these Terms behalf of a company, organization, government, or other legal entity represent and warrant that he is legally capacitated to do so.

In the event of inconsistency between the Terms and any translation into another language, the English version will control and prevail on any question of interpretation or otherwise. If there is a conflict between these Terms and policies referred to under these Terms, the policies will prevail over these Terms.

Privacy Policy

Please review Our Privacy Policy for information on how We collect, use and share information about Our users. These Terms include and incorporate by reference Our Privacy Policy and any notices regarding the Site.

Enrolment

To begin 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 contracts under applicable Law. As part of the application, you must provide Us with your (or your business’) legal name, address, phone number and e-mail address.

Representations

You represent and warrant to Us that:

• (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country;
• (b) you have all requisite right, power, and authority to enter into these Terms, perform your obligations, and grant the rights, licenses, and authorizations in these Terms;
• (c) any information provided or made available by you or your Affiliates to Us or Our Affiliates is at all times accurate and complete;
• (d) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party; and
• (e) you and all of your subcontractors, agents, and suppliers will comply with all applicable laws in your performance of your obligations and exercise of your rights under these Terms.

Use of this Site

Subject to your compliance with these Terms, We grant you a limited, restricted, non-exclusive, personal, non-transferable, non-sublicensable license to access and make personal use of this Site. This license is not granted until you receive Our express written consent to:

• (a) any resale or commercial use of this Site;
• (b) the collection and use of any product listings or descriptions;
• (c) making derivative uses of this Site and its contents; or
• (d) use of any data mining, robots, or similar data gathering and extraction methods on this Site.

You may not use, frame or utilize framing techniques to enclose any of Our trademark, logo, content or other proprietary information (including the images found at this Site, the content of any text or the layout/design of any page or form contained on a page) without Our express written consent. Further, you may not use any meta tags or any other ‘hidden text’ utilizing Our name, trademark, or product name without Our express written consent.

Any breach of these Terms shall result in the immediate revocation of the license granted in this paragraph without notice to you. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the homepage of this Site so long as the link does not portray Us or Our products or Services in a false, misleading, derogatory, or otherwise offensive matter. This limited right may be revoked at any time. You may not use any of Our logos or other proprietary graphics or trademarks as part of the link without express written permission.

License

You grant Us a royalty-free, non-exclusive, country-wide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to Our Affiliates and operators of Us associated properties.

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 trademarks (provided you are unable to do so using standard functionality made available to you via any of the applicable Sites or Service); provided, however, that nothing in these Terms 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.

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 any applicable government authority.

Account

In order to access some features of this Site, you may be required to register and We may assign to you, or you may be required to select, a password and user name or account identification. If you register, you agree to provide Us with accurate and complete registration information, and to inform Us immediately of any updates or other changes to such information.

Any password We provide to you may be used only to access the Site or Services (or other tools We provide, as applicable).

You are solely responsible for any use of or action taken under your password as well as for protecting the security and confidentiality of the password and identification assigned to you. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with these Terms).

If your password is compromised, you shall immediately change your password and notify Us of any unauthorized use of your password or identification or any other breach or threatened breach of this Site’s security. Each time you use a password or identification, you will be deemed to be authorized to access and use the Site in a manner consistent with these Terms, and We have no obligation to investigate the authorization or source of any such access or use of this Site.

You will be solely responsible for all access to and use of this site by anyone using the password and identification originally selected by, or assigned to, you whether or not such access to and use of this site is actually authorized by you, including without limitation, all communications and transmissions and all obligations (including without limitation financial obligations) incurred through such access or use.

Seller code of conduct

We strive to ensure a fair and trustworthy buyer and seller experience and We expect you to adhere to the seller code of conduct principles outlined below. Violation of the code of conduct principles may result in the loss of your selling privileges and removal from any of or all the Sites.

Seller Code of Conduct Principles:

• (a) adhere to all applicable laws and abide by all Our policies;
• (b) maintain current account information;
• (c) never misrepresent yourself;
• (d) Always act in a manner that ensures a trustworthy experience for Amazon customers;
• (e) Never list products that may cause harm to Amazon customers;
• (f) Never engage in any misleading, inappropriate or offensive behavior. This applies to all your activities, including but not limited to: i) information provided on your account; ii) information provided in listings, content or images; (iii) communication between you and Us or you and the customers;
• (g) act fairly at all times. Unfair behavior includes but is not limited to the following: (i) behavior that could be deemed as manipulation or “gaming” of any part of the buying or selling experience; (ii) actions that could be perceived as manipulating customer reviews, including by directly or indirectly contributing false, misleading or inauthentic content; (iii) activities that could be perceived as attempting to manipulate Amazon’s search results or sales rankings; (iv) actions that intentionally damage another seller, their listings or their ratings.

Service fee payments; receipt of sales proceeds

You are responsible for all of your expenses in connection with these Terms.

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 documentation evidencing your authorization upon Our request) to verify your information (including any updated information), to obtain credit reports or authorizations about you from time to time, to obtain credit authorizations from the issuer of your credit card, and to charge your credit card or debit your bank account for any sums payable by you to Us (in reimbursement or otherwise). All payments to you will be remitted to your bank account through a banking network or by other means specified by Us.

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 Us 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 Us or third parties persist. For any amounts that We determine you owe Us, We may

• (a) charge your credit card or any other payment instrument you provide to Us;
• (b) 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;
• (c) invoice you for amounts due to Us, in which case you will pay the invoiced amounts upon receipt;
• (d) reverse any credits to your bank account; or
• (e) collect payment or reimbursement from you by any other lawful means.

If We determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate Our Policies, then We may in Our sole discretion permanently withhold any payments to you.

In addition, We may require that you pay other amounts to secure the performance of your obligations under these Terms or to mitigate the risk of returns, chargebacks, claims, disputes, violations of Our terms or policies, or other risks to Us or third parties. These amounts may be refundable or non-refundable in the manner We determine, and failure to comply with conditions of these Terms, 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 sellers 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 if:

• (a) We do not proceed with a transaction or disbursement that would exceed any limit established by Us for a security reason, or
• (b) We permit a customer to withdraw from a transaction because any applicable of the Sites or a Service is unavailable following the commencement of a transaction.

Insurance

You will maintain at your expense throughout the term liability insurance 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 (or policies) naming Us and its assignees as additional insureds. At Our request, you will provide to Us certificates of insurance for the coverage to Us.

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:

• (a) We automatically calculate, collect, or remit taxes on your behalf according to applicable law; or
• (b) We expressly agree to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by Us and used by you.

You agree to and will comply with the applicable tax policies and regulations under the relevant jurisdictions. All fees and payments payable by you to Us are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes).

Use of Our Transaction Information

You will not, and will cause your Affiliates not to, directly or indirectly:

• (a) disclose of Our Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under these Terms if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information);
• (b) use of Our Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with Our or your privacy policies or applicable law;
• (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction;
• (d) disparage Us, Our Affiliates, or any of their or Our respective products or services or any customer; or
• (e) target communications of any kind on the basis of the intended recipient being a user of any of the Sites.

In addition, you may only use tools and methods that We designate to communicate with user of Our Sites regarding Your Transactions. These Terms do not prevent you from using other information that you acquire without reference to Our Transaction Information for any purpose, even if that information is identical to Our Transaction Information, provided that you do not target communications on the basis of the intended recipient being a user of any of Our Sites.

Your product listings and orders

Products and product information

You will provide in the format We require accurate and complete Required Product Information for each product or service that you offer through the Sites and promptly update that information as necessary to ensure it at all times remains accurate and complete.

You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any of the Sites comply with all applicable laws (including all minimum age, marking and labelling requirements) and do not contain any sexually explicit, defamatory or obscene materials.

You may not provide any information for, or otherwise seek to offer any excluded products on any of the Sites; or provide any URL marks for use, or request that any URL marks be used, on any of the Sites. If you offer a product for sale on any of the Sites that requires a warning under applicable law you:

• (a) will provide Us with such warning,
• (b) agree that Our display of a warning on a product detail page is confirmation of Our receipt of that warning, and
• (c) will only revise or remove a warning for a product when the prior warning is no longer legally required.

Product listing; merchandising; order processing

We will enable you to list Your Products on one particular or several of the Sites, and conduct merchandising and promote Your Products as permitted by Us. We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and We may make these ratings and feedback publicly available.

We will provide Order Information to you for each order of Your Products through the applicable Sites. We will also receive all Sales Revenue 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 these Terms. We may permit certain customers to place invoiced orders for Your Products, in which case remittance of Sales Revenue 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 these Terms.

Shipping and handling charges

For Your Products ordered by customers on or through any of Our Sites, you will determine the shipping and handling charges.

Credit card fraud and unpaid invoices

You will bear the risk of:

• (a) credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, and
• (b) late payments or defaults by customers in connection with invoiced orders for Your Products. You will also bear all other risk of fraud or loss.

Sale and fulfilment; refunds and returns

Sale and fulfilment

You will:

• (a) source, offer, sell and fulfil Your Products in accordance with the terms of the applicable Order Information, these Terms, and all terms provided by you or Us and displayed on the 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 and ship each of Your Products on or before its Expected Ship Date;
• (c) retrieve Order Information at least once each business day;
• (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the Site at the time of the applicable order or as may be required under these Terms;
• (e) fulfil Your Products throughout the Elected Country except to the extent prohibited by applicable law or these Terms);
• (f) provide to Us 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) ensure that you are the seller of each of Your Products;
• (h) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products;
• (i) identify yourself as the seller 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
• (j) except as expressly permitted by these Terms, not send customers emails confirming orders or fulfilment of Your Products.

Cancellations, returns, and refunds

The Refund Policies for the Sites will apply to Your Products. 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 Us. We will make any payments to customers in the manner We determine, and you will reimburse Us for all amounts We pay.

Problems with Your Products

Delivery errors and nonconformities; recalls

You are solely 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 Our failure to make available to you Order Information as it was received by Us or resulting from address verification. 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.

Claims and chargebacks

If We inform you that We have received or initiated a claim related to sales on any of the Sites, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to Us in a format and manner We specify:

• (a) proof of fulfilment of Your Product(s) (as applicable);
• (b) the applicable order identification number;
• (c) a description of Your Product(s) (as applicable); and
• (d) any terms provided by you or Us and displayed on the Site at the time of the transaction in question.

If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by Our failure to make your Order Information available as the same was received by Us or resulting from address verification, then you will promptly reimburse Us for the amount of the customer purchase (including the Sales Revenue, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by Us) and all associated credit card association, bank, or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by Us or Our Affiliates.

Compensation

You will pay Us:

• (a) the applicable Referral Fees;
• (a) the applicable payment processing fee for the third party payment gateway;
• (b) the non-refundable network / membership / subscription fee of EUR 150 per month in advance each month; and
• (c) any other applicable fees described in these Terms or communicated to you by Us.

Remittance of Sales Revenue and refunds

Except as otherwise stated in these Terms, We will remit to you your available balance on a monthly basis plus 20 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 Revenue not previously remitted to you, less:

• (a) the Referral Fees;
• (b) any network / membership / subscription fees;
• (c) any other applicable fees described in these Terms;
• (d) any amounts We require you to maintain in your account balance pursuant to these Terms; and
• (e) any taxes that We automatically calculate, collect and remit to a tax authority according to applicable law.

We may establish a reserve on your account based on Our assessment of risks to Us 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.

If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through Us (or Our Affiliate), 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), less the Refund Administration Fee for each of Your Products refunded.

Net Sales Revenue from non-invoiced orders will be credited to your available balance when they are received by Us or Our Affiliates.

Control of Sites

We have the right in Our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Sites, including by redesigning, modifying, removing, or restricting access to any of them, and by suspending, prohibiting, or removing any listing.

Term and termination

The term of these Terms will start on the date of your completed registration for or use of a Service, whichever occurs first, and continue for five (5) years, unless terminated sooner by Us or you pursuant the provisions in these Terms.

We shall have four (4) successive options to extend the term of this Agreement, whereby the Term of this Agreement will be automatically renewed for another five (5) years after each preceding period; provided that We are not in breach of any provision of these Terms.

These terms may be terminated by you on written notice in the following conditions:

• We are in substantial breach of a material provision of this Agreement and fails to rectify said breach within thirty (30) days of written demand for its cure; or
• We are the object of any petition or proceeding for bankruptcy or liquidation or other legal relief for creditors; or
• We are acting in a way that materially impairs the reputation or goodwill associated with you; or
• Our performance does not exceed the Minimum Purchase Value.

We may terminate or suspend these Terms or any Service for any reason at any time by notice to you.
Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under these Terms will terminate, except the sections that will survive termination:

• Service fee payments; receipt of sales proceeds
• Term and termination
• License
• Representations
• Indemnification
• Disclaimer & general release
• Limitation of liability
• Insurance
• Confidentiality
• Use of Our Transaction Information
• Suggestions and other information
• Modification
• Miscellaneous

Any terms that expressly survive according to the applicable Terms will also survive termination.

Any provision of these Terms necessary for enforcement of rights accrued prior to termination of this Agreement shall survive its termination.

Termination or expiration of these Terms shall be without prejudice to the rights of the parties accrued prior to the date of termination, including any claim for breach of contract and you right to payment of any accrued dues.

On termination of these Terms, We shall have a period of six (6) months to terminate operations.

On termination of these Terms, We shall return to you any originals or copies of manuals, documents, systems licensed IT software provided by you or part of your intellectual property rights provided by you.

Electronic communication

When you use this Site, or send emails to Us, you are communicating with Us electronically. You consent to receive communications from Us electronically. We will communicate with you by e-mail or by posting notices on this Site or through Our other services. You agree that all agreements, notices, disclosures and other communication that We provide to you electronically satisfy any legal requirements that such communications be in writing.

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 of the Sites or Services (including any related technology), We will be free to use, disclose, 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.

Indemnification

You release Us and agree to indemnify, defend, and hold harmless Us, Our Affiliates, and Our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a ‘Claim’) arising from or related to:

• (a) your actual or alleged breach of any obligations in these Terms;
• (b) any of your sales channels other than the Site and Sites, Your Products (including their offer, sale, performance, and fulfilment), Your Materials, any actual or alleged infringement of any intellectual property rights by any of the foregoing, and any personal injury, death, or property damage related thereto;
• (c) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or
• (d) Your Taxes. You will use counsel reasonably satisfactory to Us to defend each indemnified Claim.

If at any time We reasonably determine that any indemnified Claim might adversely affect Us, We may take control of the defence at Our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without Our prior written consent, which may not be unreasonably withheld.

Disclaimer & general release

The Sites and the 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, you use Our Sites and Services at your own risk. To the fullest extent permissible by applicable law, We and Our Affiliates disclaim:

• (a) any representations or warranties regarding these Terms, the Services or the transactions contemplated by these Terms, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement;
• (b) implied warranties arising out of course of dealing, course of performance, or usage of trade; and
• (c) any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. We do not warrant that the functions contained in any of the applicable Sites and Services will 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.

If a dispute arises between one or more participants, each participant releases Us (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.

Limitation of liability

We will not be liable (whether in contract, warranty, tort (including negligence, product liability, or other theory), 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 these Terms, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to these Terms, even if We have been advised of the possibility of those costs or damages. Further, Our aggregate liability arising out of or in connection with these Terms or the transactions contemplated will not exceed at any time the total amounts during the prior six-month period paid by you to Us in connection with the particular Service giving rise to the claim.

Confidentiality

During the course of your use of the Services, you may receive information relating to Us or to the Services, including but not limited to Our Transaction Information, that is not known to the general public (‘Confidential Information’). You agree that:

• (a) all Confidential Information will remain Our 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; and
• (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in these Terms.

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.

Force majeure

We will not be liable for any delay or failure to perform any of Our obligations under these Terms by reasons, events or other matters beyond Our reasonable control.

Relationship of parties

Subject to the transaction processing terms, you and We are independent contractors, and nothing in these Terms 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.

These Terms will not create an exclusive relationship between you and Us. Nothing expressed or mentioned in or implied from these Terms is intended or will be construed to give to any person other than the parties to these Terms any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions in these Terms are intended to be and are for the sole and exclusive benefit of Us, 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.

Miscellaneous

You may not assign these Terms, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, these Terms will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of Our obligations or exercise any of Our rights under these Terms through one or more of Our Affiliates. Our failure to enforce your strict performance of any provision of these Terms will not constitute a waiver of Our right to enforce such provision or any other provision of these Terms subsequently.

We have the right in Our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them.

We will not act as agent in connection with resolving any disputes between parties related to or arising out of any transaction.

We may communicate with you electronically and in other media, and you consent to such communications regardless of any e-mail preferences (or similar preferences or requests) you may have indicated on the Site, Sites, or by any other means. You may change your e-mail addresses and certain other information, as applicable. You will ensure that all of your information is up to date and accurate at all times. You must send all notices and other communications to us by using the link at the bottom of these Terms.

If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.

These Terms represents the entire agreement between the parties with respect to the Site, Sites, Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

Definitions

As used in these Terms, the following terms have the following meanings:

‘Affiliate’ means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

‘Elected Country’ means the country (or countries) for which you register or elect to use a Service.

‘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 We designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer.

‘Intellectual Property Right’ means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

‘Minimum Purchase Value’ means as defined in appendix 1.

‘Our Transaction Information’ means, collectively, Order Information and any other data or information acquired by you or your Affiliates from Us, Our Affiliates, or otherwise as a result of these Terms, the transactions contemplated by these Terms, or the parties’ performance under these Terms.

‘Order Information’ means, with respect to any of Your Products ordered through the Sites, the order information and shipping information that We provide or make available to you.

‘Person’ means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

‘Referral Fees’ means the higher of a fee of EUR 20 or 15.46% of your total Sales Revenue from Your Transaction through any of the Sites rounded off to an integral number.

‘Refund Administration Fee’ means the lesser of EUR 20.00 or 20% of the applicable Referral Fee – for each of Your Products refunded.

‘Refund Policies’ means the return and refund policies published on any of the Sites and applicable to products and services offered via any of the Sites.

‘Required Product Information’ means, with respect to each of Your Products in connection with any of the Sites, the following:

• (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies;
• (b) SKU / EAN number, and other identifying information as We may reasonably request;
• (c) information regarding in-stock status and availability, shipping limitations or requirements, and shipment information such as the estimated or promised shipment and delivery date (in each case, in accordance with any categorizations prescribed by Us from time to time);
• (d) categorization within each product category and browse structure as prescribed by Us from time to time;
• (e) digitized image that accurately depicts only Your Product, complies with all Our image guidelines, and does not include any additional logos, text or other markings;
• (f) Sales Revenue;
• (g) shipping and handling charge (in accordance with Our standard functionality);
• (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable law to be displayed 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) the state or country Your Product ships from; and
• (p) 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).

‘Sales Revenue’ means the gross purchase price from any of Your Transactions, including (a) all shipping and handling, and other charges; (b) taxes and customs duties; and (c) in the case of invoiced orders, any amounts that customers fail to pay to Us or Our Affiliates on or before the applicable invoice due date.

‘Seller’ means any person or entity other than Us (including you, if applicable) that is participating in a service covered by these Terms.

‘Service’ means the service that allows you to offer certain products and services directly on the Sites with any related services and materials We make available; e.g. by registering, accessing, using, browsing, or selling merchandise on this Site or otherwise using Our Exchange with the purpose of selling products.

‘Site’ means shaeps.com.

‘Sites’ (‘Marketplace’, or ‘Exchange’) means the Site as well as Our online store and any website or other online point of presence, mobile application, service or feature through which any product or service available are syndicated, offered, merchandised, advertised, or described subject to the following terms and conditions.

‘Technology’ means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.

‘Terms’ means all of the terms and conditions in this agreement, including any policies referred to herein.

‘Trademark’ means any trademark, service mark, trade dress (including any proprietary ‘look and feel’), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.

‘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, .org, .cn, .jp) or any variation of a top level domain (e.g., dot com, dotcom, net, or com).

‘You’ means 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.

‘Your Materials’ means all Technology, Trademarks, product information, data, materials, and other items or information provided or made available by you or your Affiliates to Us or Our Affiliates.

‘Your Personnel’ means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfilment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.

‘Your Product’ means any product or service that you have offered through the Sites.

‘Your Taxes’ means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange.

‘Your Trademarks’ means Trademarks of yours that you provide to Us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

‘Your Transaction’ generally means any sale of Your Product(s) through each of the applicable Sites.

Modifications to the Terms

We reserve the right to modify, amend or discontinue, temporarily or permanently, the Terms or any features or portions thereof at any time without prior notice and without incurring any obligation to you. Any changes will be effective upon the posting of such changes on the Site, and you are responsible for informing yourself of all applicable changes or notices. You should refer regularly to the Site, to review the current Terms and to be sure that the items you offer can be offered via the applicable Service. Your continued use of a service after Our posting of any changes will constitute your acceptance of such changes or modifications.

Governing law

These Terms will be governed by the laws of Denmark. Any action or proceeding arising from or relating to these Terms must be brought in the courts of Denmark.

We and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We and you each waive any right to a jury trial.

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