Vendor terms and agreement

Dear Vendor:

By registered on Makayin marketplace you are now a .member of Makayin e commerce business and you agreed all the below terms. and conditions in the following agreement:

• Scope. The purpose of this E-Commerce Vendor Agreement. is to provide qualifying Vendors with the opportunity to sell products through Makayin E-Commerce business. This Agreement supplements and is in addition to any other agreements governing the buying and selling of product.s between Makayin and Vendor, including any vendor buying agreements and/or purchase orders.
• E-Commerce. For purposes of this Agreement, E-Commerce means transactions or sales between Makayin and its customers conducted via the Internet, Makayin's websites, or any on-line system or computer network, as well as any related on-line, email, website, and other electronic marketing or advertising campaigns.
• Term. This Agreement shall begin on the Effective Date and continue for as long as Vendor sells products or otherwise participates in Makayin's E-Commerce business.
• Vendor Information. Vendor agrees to provide Makayin with all the required information to facilitate the purchasing of his products (CR – VAT – Bank account - Contact details and addresses ….) products technical details.
• By this agreement the vendor will have his own store on Makayin marketplace. to present all his products.
• Makayin marketplace is a special market place for industrial sector vendor agrees that all the presented products are related to this sector only.
• Vendor agrees that he will not present his name or contact details by any how on his Makayin store or try to contact the customers directly.
• Vendor agrees that he will sale his products under the warranty. and return policy of Makayin market place.
• Vendor agrees that Makayin marketplace will take a percentage on every invoice.
• the percentage will be determined according to the product category.
• Representations and Warranties. Vendor represents and warrants that:
• (1) it has the power to authorize the sale and/or display of its products on-line or as part of Makayin's E-Commerce business;
• (2) has fully disclosed any restrictions .on the sale or display of its products on-line or as part of Makayin's E-Commerce business;
• (3) all product information, data, images, and/or intellectual property provided. by Vendor to Makayin for its E-Commerce business (a) complies with all applicable laws; (b) are accurate and that all claims contained therein have been substantiated; and (c) have been cleared for the uses contemplated hereunder;
• (4) it has secured any and all clearances, permissions, approvals, authorizations, rights and licenses necessary for the use or display of all Vendor product information, data, images., and/or intellectual property provided to Makayin as part of its E-Commerce business;
• (5) IF Vendor sells the same or similar products through both Makayin’s E-Commerce business and retail stores or by his sales representative, it will maintain the same pricing policy for its products in all retail outlets and sales representative.
• Authorizations. Vendor grants to Makayin and its affiliates the non-exclusive, worldwide, royalty free right and license to use and display any product information, data, images, and/or intellectual property Vendor furnishes Makayin during the term of this Agreement (“Vendor Content”). The Vendor Content shall be provided for use by Makayin in its E-Commerce business, including use on Makayin’s websites, emails, and in any related marketing or advertising campaigns related to Makayin’s E-Commerce business. Vendor acknowledges that Makayin is reliant upon Vendor to ensure that all Vendor Content is .accurate and complete, and Vendor agrees to notify Makayin and revise, update, and resubmit Vendor Content upon discovery that it is inaccurate or incomplete. Vendor also authorizes Makayin with access to such Vendor Content upon request. A. Makayin agrees that it will not make modifications or alternations. to Vendor’s product specifications, images, intellectual property or product warrant information without prior written approval. B. Except for the limited license granted to Makayin herein, Vendor retains all right, title, and interest to the Vendor Content.
• Intellectual Property of Makayin. Vendor acknowledges and agrees that all patents, designs, trade names, trademarks, copyrights, trade secrets, or any other proprietary rights or entitlements owned or controlled by Makayin and/or its affiliates shall be the sole property of Makayin and/or its affiliate companies.
• Indemnification. Vendor agrees that it shall indemnify, defend, and hold Makayin and its affiliates harmless against and from any and all claims, lawsuits, judgments, losses, recalls, civil penalties or actions, costs, liabilities, damages, and expenses (including attorney fees) incurred or to be incurred, which may be made or brought against Makayin or its affiliates by any person, corporation, government, government agency, class, or any other entity, arising or alleged to have arisen (a) out of the death of or injury to any person or damage to any property which resulted or is alleged to have resulted from any acts or omissions by Vendor, its employees or agents, and any person or entity acting or alleged to have acted on behalf of Vendor, or from the products or their use; (b) from the failure or alleged failure from Vendor or products to fully comply with any warranties, guarantees, or representations of Vendor; (c) from any. Vendor Content or other information furnished by Vendor to Makayin; (d) out of any infringement of any patent, design, trade name, trademark, copyright, trade secret, or any other right or entitlement to any third party; and (e) from the failure of Vendor to comply with any applicable law. This agreement to indemnify, defend, and hold harmless applies whether the claim or loss was alleged to have been caused in part by the negligence or fault of Makayin.
• CONFIDENTIALITY: During the course of your use of Our Services, you may receive information relating to us or to Our Services, (including Makayin Transaction Information) that is not known to the general public (“Confidential Information“). You agree that: (a) all Confidential Information will remain Makayin’s exclusive property; (b) you will use Confidential Information. only as is reasonably necessary for your participation in Our Services; (c) you will not otherwise disclose Confidential Information to any other person or third party; 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 Site Terms. You may not issue any press release or make any public statement related to Our 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.
• DISCLOSURE OF INFORMATION: Makayin reserves the right to report any activity that either it suspects violates any Applicable Law to appropriate law enforcement officials., regulators, or other third parties. In order to cooperate with governmental requests, to protect Makayin and its customers, or to ensure the integrity and operation of Makayin’s business and systems, Makayin may access and disclose any information it considers necessary or appropriate,. including but not limited to Seller account details, contact details, IP address and traffic information, usage history, and posted content. Both Makayin and Seller each shall protect customer data as per their respective policies and the Applicable Laws of the Elected Country.
• INDEPENDENT PARTIES: You and the Makayin Contracting Parties are independent contractors, and nothing in these Site 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 Site Terms will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from these Site Terms is intended or will be construed to give to any Person other than the parties to these Site Terms any legal or equitable right, remedy, or claim under or in respect to these Site Terms. These Site Terms and all of the representations., warranties, covenants, conditions, and provisions in these Site Terms are intended to be and are for the sole and exclusive benefit of Makayin, 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 clause.
• Makayin Market place works under the laws of the Kingdom of Saudi Arabia, this Agreement and any disputes arising hereunder. Except injunctive or other equitable relief, Makayin and Vendor agree that, as a condition precedent to the institution of any action regarding disputes arising under this Agreement, such disputes shall first be submitted to mediation before a professional mediator selected by the parties, at a mutually agreed time and place, and with the mediator’s fees split equally between the parties. If mediation is unsuccessful, the parties agree to submit disputes to state court in Saudi Arabia.
• Entire Agreement. This Agreement constitutes the entire. agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous agreements, understandings, negotiations, representations or proposals or any kind, whether written, oral or otherwise. Neither party has relied upon any statements, representations or other communications that are not contained in this Agreement.