Mojoob Marketplace Services Business Solutions Agreement

Mojoob Marketplace Services Business Solutions Agreement

Last updated: July 21, 2021

This agreement contains the terms and conditions that govern your access to and use of the services through a particular account or accounts and is an agreement between you or the business you represent (“You”) and Mojoob Marketplace (The “Agreement”). By registering for or using the services, you on behalf of yourself and your business agree to be bound by the terms of this agreement, including the service terms and programme policies for each service you register for or use in connection with a Mojoob Marketplace account.

As used in this Agreement, “we,” “us,” and “Mojoob Marketplace” means the Mojoob Marketplace company named in the applicable Service Terms and “you” means the business the applicant is employed by or represents. Capitalised terms have the meanings listed in the Definitions below.  If there is any conflict between these General Terms and the applicable Service Terms and Programme Policies, the General Terms will govern and the applicable Service Terms will prevail over the Programme Policies.

Definitions

As used in this Agreement, the following terms have the following meanings:

“ Mojoob Associated Properties” means any website, device, service, feature, or another online point of presence, or any type of media, other than a Mojoob Site, through which any Mojoob Site, and/or products or services available on any of them, are syndicated, offered, merchandised, advertised or described.

“ Mojoob Site” means, as applicable, the DE Mojoob Site, FR Mojoob Site, IT Mojoob Site, ES Mojoob Site, the UK Mojoob Site, the NL Mojoob Site, the SE Mojoob Site and/or the PL Mojoob Site (apart from UK Mojoob Site, the other sites we will launch in the future).

“Confidential Information” means information relating to us, to the Services or Mojoob customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.

“Content” means copyrightable works under applicable Law and content protected by database rights.

“Insurance Limits” means the applicable one of the following:

• Five Hundred Thousand Euros (€500,000) (if the Mojoob Marketplace Site is the DE Mojoob Marketplace Site, the FR Mojoob Marketplace Site or the IT Mojoob Marketplace Site, the ES Mojoob Marketplace Site or the NL Mojoob Marketplace Site),
• Four Hundred Thousand British Pounds (£400,000) (if the Mojoob Marketplace Site is the UK Mojoob Marketplace Site),
• Five Million Swedish Krona (kr 5,000,000) (if the Mojoob Marketplace Site is the SE Mojoob Marketplace Site),
• Two Million Two Hundred Fifty Thousand Polish Złoty (PLN 2,250,000) (if the Mojoob Marketplace Site is the PL Mojoob Marketplace Site).

“Insurance Threshold” means the applicable one of the following:

• Five Thousand Euros (€5,000) (if the Mojoob Marketplace Site is the DE Mojoob Marketplace Site, the FR Mojoob Marketplace Site, the IT Mojoob Marketplace Site, the ES Mojoob Marketplace Site or the NL Mojoob Marketplace Site),
• Four Thousand British Pounds (£4,000) (if the Mojoob Marketplace Site is the UK Mojoob Marketplace Site),
• Fifty Thousand Swedish Krona (kr 50,000) (if the Mojoob Marketplace Site is the SE Mojoob Marketplace Site),
• Twenty-Two Thousand Five Hundred Polish Złoty (PLN 22,500) (if the Mojoob Marketplace Site is the PL Mojoob Marketplace Site).

“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.

“Law” means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or another requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.

“Local Currency” means the applicable one of the following:

• Euros (if the Mojoob Marketplace Site is the DE Mojoob Marketplace Site, the FR Mojoob Marketplace Site, the IT Mojoob Marketplace Site, the ES Mojoob Marketplace Site or the NL Mojoob Marketplace Site),
• British Pounds (if the Mojoob Marketplace Site is the UK Mojoob Marketplace Site),
• Swedish Krona (if the Mojoob Marketplace Site is the SE Mojoob Marketplace Site),
• Polish Złoty (if the Mojoob Marketplace Site is the PL Mojoob Marketplace Site).

“Order Information” means, with respect to any of Your Products sold through a Mojoob Marketplace Site, 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.

“Primary Place of Business” means the principal place of business where services from Mojoob Marketplace are received and which has been provided by you as a Business Address in your seller account.

“Programme Policies” means all policies and programme terms provided on the Programme Policies page.

“Sales Proceeds” means the gross sales proceeds paid by buyers via the applicable Mojoob Marketplace Site in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.

“Seller Hub” means the online portal and tools made available by Mojoob Marketplace to you, for your use in managing your orders, inventory and presence on a particular Mojoob Marketplace Site or any other online point of presence.

“Service” means each of the following services that Mojoob Marketplace makes available on one or more of the Mojoob Marketplace Sites: the Selling on Mojoob Marketplace Service; the Fulfilment by Mojoob Marketplace Service; Sponsored Ads, and any related services we make available.

“Service Terms” means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for or use the applicable Service and any subsequent modifications we are permitted to make to those terms.

“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 another functional item.

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

“Your Materials” means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your affiliates to Mojoob Marketplace or its affiliates.

“Your Product” means any product or service that you: (a) have offered through the Selling on Mojoob Marketplace Service; (b) have fulfilled or otherwise processed through the Fulfilment by Mojoob Marketplace Service, or (c) have made available for advertising by you through the Sponsored Ads Service.

“Your Sales Channels” means all sales channels and other means through which you or any of your affiliates offer or sell products, other than physical stores.

“Your Taxes” means any and all value-added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason (i) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services, (ii) 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 (iii) 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.  Also, as it is used in the Fulfilment by Mojoob Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectable by Mojoob Marketplace or any of its affiliates in connection with or as a result of (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by Mojoob Marketplace; or (b) the fulfilment, shipping, gift-wrapping or other actions by Mojoob Marketplace to Your Products pursuant to the Fulfilment by Mojoob Marketplace Service Terms.

“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” means any sale of Your Product(s) through a Mojoob Marketplace Site.

General Terms

1. Enrolment

To begin the enrolment process, you must complete the registration process for one or more of the Services. By registering for or using the Services you confirm that you did not rely on any oral or written representations made by employees of Mojoob and/or any of its affiliates and that you chose the service based on your own due diligence and consideration. 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 and your business’s legal name, Primary Place of Business address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Mojoob’s Privacy Notice.  

2. Service Fee Payments

Fee details are described fully in the applicable Service Terms and Programme Policies. You are responsible for all of your expenses in connection with this Agreement unless this Agreement or the applicable Service Terms provide otherwise. To use a Service, you must provide us with valid credit card information from a credit card or credit cards accepted by us. You will use only a name you are authorized to use in connection with a Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You authorize Mojoob to verify your information (including any updated information), to obtain credit reports 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 any of your payment account(s) held with us, where applicable, for any sums payable by you to us (in reimbursement or otherwise).

3. Term and Termination

The term of this Agreement will start on the date of your completed registration for use of a Selling Service and continue until terminated by us or you as provided below. You may at any time terminate your use of any Selling Service immediately on notice to us via your account, email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Mojoob’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means sent to you individually, and on Seller Hub, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. Any suspension will last until you have provided satisfactory evidence that you have cured its cause and implemented the necessary changes except in case of suspension based under (b) or (c) above where we terminate or may not reinstate in light of the initially deceptive, fraudulent or illegal activity or harm. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 15 and 17 of these General Terms survive.

4. Licence

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

5. Representations

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

6. Indemnification

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

6.2 Mojoob’s indemnification obligations. Mojoob will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) Mojoob’s non-compliance with applicable laws; or (b) allegations that the operation of a Mojoob store infringes or misappropriates that third party’s intellectual property rights.

6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

7. Limitation of Liability

Both parties are only liable for damages suffered as a result of wilful misconduct or gross negligence.  In case of minor negligence, the parties are only liable for (a) injury to life, body, or health; or (b) foreseeable typically occurring damages resulting from the breach of a fundamental contractual obligation.

8. Insurance

If the gross proceeds from sales of Your products processed exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with Mojoob with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with Mojoob, including products liability and bodily injury, with policy naming Mojoob and its assignees as additional insureds.  At our request, you will provide to us certificates of insurance evidencing the coverage required by this Section 8 to our official address. 

9. Tax Matters

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

You agree to accept electronic invoices from Mojoob in a format and method of delivery as determined by us.

10. Self-billing

In the event that we purchase any of Your Products, you agree that Mojoob may issue self-billed invoices on your behalf for the period from the date on which you have agreed to allow Mojoob to buy Your Products until the date on which this Agreement is terminated by us or you. Self-billed invoices will contain any information that we determine is required to issue a VAT-compliant invoice under the applicable Law. Mojoob may retain this information and use it as required by Law. You must notify us immediately if you (i) are aware of any additional information that needs to be provided to the self-billed invoices to comply with the applicable Law, (ii) cease to be registered for VAT, or (iii) change your VAT registration number. Self-billed invoices will be issued in the currency of the applicable Mojoob. Each self-billed invoice will be considered accepted if you do not reject it within 30 days from the date of issue. You agree to not raise separate sales invoices for the transactions covered by a self-billed invoice.

11. Confidentiality and Personal Data

During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain Mojoob’s exclusive property except for customer personal data owned by the respective customer; (b) you and your affiliates will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party except as required to comply with the law; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity.  You may not issue any press release 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.

We act as a data controller of any customer personal data collected via the Services. You are controllers of the customer personal data that are strictly necessary to fulfil orders and may not use any such customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all times (the above 5 years’ term limit does not apply to customer personal data).

12. Force Majeure.

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

13. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Mojoob is not an auctioneer, neither is it an intermediary between the buyer and the seller. You will have no authority to make or accept any offers or representations on our behalf.  You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.  This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions of this Agreement are intended to be and are for the sole and exclusive benefit of Mojoob Marketplace, you, and relying upon customers or sellers. 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.

14. Suggestions and Other Information

If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Mojoob, you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights.  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.

15. Modification

We will provide at least 15 days advance notice in accordance with Section 17 for changes to the Agreement.

However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 17.

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

16. Password Security

Any password we provide to you may be used only during the Term to access Seller Hub (or other tools we provide) to use the Services, electronically accept Your Transactions, and review your completed transactions.  You are solely responsible for maintaining the security of your password.  You may not disclose your password to any third party (other than third parties authorized by you to use your account or Seller Hub in accordance with this Agreement) and are solely responsible for any use of or action is taken under your password.  If your password is compromised, you must immediately change your password. 

17. Miscellaneous

The laws of the United Kingdom govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.  Any attempt to assign or otherwise transfer in violation of this section is void provided, however, upon notice to Mojoob, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Mojoob as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. 

Mojoob retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Programme Policies.

The authentic language of this Agreement and subsidiary or associated documentation in English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation will prevail. 

Mojoob will provide notice to you under this Agreement by posting changes on Seller Hub or on the applicable Mojoob Services site to which the changes relate (such as the Marketplace Developer site accessible through your account), and by sending you an email notification or by similar means sent to you individually. You must send all notices and other communications relating to Mojoob to our Selling Partner Support team via Seller Hun, email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and Services electronically and in other media, and you consent to such communications. You may change your e-mail addresses by updating your information in Seller Hub.  You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate.  

If any provision of this Agreement is deemed unlawful, void, or for any reason is 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.  This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

Selling on Mojoob Marketplace Definitions

“Mojoob Marketplace Refund Policies” means the return and refund policies published on a particular Mojoob Marketplace Site and applicable to products sold by Mojoob Marketplace via such Mojoob Marketplace Site.

“Estimated Ship Date” means, with respect to any of Your Products, either: (a) the end of the shipping availability period, 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 Mojoob Marketplace 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.

“Media Product” means any book, magazine or other publication, sound recording, video recording, software product, computer game, videogame, and/or other media product in any format, including any subscription therefore, sold through a Mojoob Marketplace Site.

“Purchase Price” means the total gross amount payable or paid by a buyer for Your Product (including taxes and customs duties).

“Required Product Information” means, with respect to each of Your Products in connection with a particular Mojoob Marketplace Site, the following: (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and EAN/UPC numbers and other identifying information as Mojoob Marketplace may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Mojoob Marketplace from time to time); (d) categorization within each Mojoob Marketplace product category and browse structure as prescribed by Mojoob Marketplace from time to time; (e) digitized image that accurately depicts only Your Product, complies with all Mojoob Marketplace image guidelines and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge; (h) any text, disclaimers, warnings, notices, labels 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 fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; (p) the state or country Your Products ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products).

“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.

“URL Marks” means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.uk, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).

“Your Transaction” is defined in the Business Solutions Agreement; however, as used in these Service Terms, it means any and all such transactions through Selling on Mojoob Marketplace only.

Selling on Mojoob Marketplace Service Terms

The Selling on Mojoob Marketplace Service (“Selling on Mojoob Marketplace”) is a service that allows you to list certain products and services for sale directly via the Mojoob Marketplace Sites.  Selling on Mojoob Marketplace is operated by Mojoob Marketplace UK. 

This Selling on Mojoob Marketplace Service Terms are part of the Mojoob Marketplace Services Europe Business Solutions Agreement (“Business Solutions Agreement”), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Mojoob Marketplace. Unless defined in this Selling on Mojoob Marketplace Service Terms (including the Selling on Mojoob Marketplace Definitions), all capitalized terms have the meanings given them in the Business Solutions Agreement. 

1.     Your Product Listings and Orders

1.1   Products and Product Information.  You will, in accordance with applicable Programme Policies, provide accurate and complete Required Product Information for each product or service that you make available to be listed for sale through any Mojoob Marketplace Site and promptly update such 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 the offer and subsequent sale of any of the same on any Mojoob Marketplace Site comply with all Applicable Laws (including all minimum age, marking and labelling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Programme Policies), defamatory or obscene materials, and do not violate any third party’s copyright, trademark, design, database or other rights. You declare that Your Products were not produced, manufactured, assembled, or packaged by forced, prison or child labour. You may not provide any information for, or otherwise seek to list for sale on the Mojoob Marketplace Sites, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on any Mojoob Marketplace Site. For each item you list on any of the Mojoob Marketplace Sites, you will provide to us the state or country from which the item ships.

1.2   Product Listings; Merchandising; Order Processing.   We will list Your Products for sale on a particular Mojoob Marketplace Site on the applicable Selling on Mojoob Marketplace, and conduct merchandising and promote Your Products in accordance with the Business Solutions Agreement. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller and Mojoob Marketplace may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds relating to sales made on the DE Mojoob Marketplace Site, the ES Mojoob Marketplace Site, the FR Mojoob Marketplace Site, the IT Mojoob Marketplace Site, the NL Mojoob Marketplace Site, the SE Mojoob Marketplace Site and/or the PL Mojoob Marketplace Site will be credited to your account.

1.3  Shipping and Handling Charges. Standard shipping within the UK must be offered FREE for all orders fulfilled by the seller. For those of Your Products sold on or through a Mojoob Marketplace Site that is not fulfilled using Fulfilment by Mojoob Marketplace, you will determine shipping and handling charges, if applicable, via and subject to our standard functionality and categorizations for the Mojoob Marketplace Site and further subject to any shipping and handling charge Programme Policies for such Mojoob Marketplace Site. For those of Your Products that are fulfilled using Fulfilment by Mojoob Marketplace, please refer to the Fulfilment by Mojoob Marketplace Service Terms.

2.     Sale and Fulfilment, Refunds and Returns 

2.1   Sale and Fulfilment. Other than as described in the Fulfilment by Mojoob Marketplace Service Terms (if you use the Fulfilment by Mojoob Marketplace Service), for each Mojoob Marketplace Site for which you decide to register or use the Selling on Mojoob Marketplace Service, you will: (a) source, sell, fulfil, ship and deliver Your Products that are not fulfilled using the Fulfilment by Mojoob Marketplace Service, and source and sell Your Products that are fulfilled using Fulfilment by Mojoob Marketplace, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Business Solutions Agreement, and all terms provided by you and displayed on the applicable Mojoob Marketplace Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each business day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the applicable Mojoob Marketplace Site at the time of the applicable order (which terms and conditions will be in accordance with the Business Solutions Agreement) or as may be required under the Business Solutions Agreement; (e) ship and fulfil Your Products throughout the Mojoob Marketplace Site Country (except to the extent prohibited by Law or the Business Solutions Agreement); (f) provide to Mojoob Marketplace information regarding shipment, fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products and services made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products, and, if applicable, any tax invoices; (j) identify yourself as the seller of the product on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders, shipments or fulfilment of Your Products (except that to the extent Your Products qualify for payment at a time other than when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us).  For those of Your Products that are fulfilled using Fulfilment by Mojoob Marketplace, if any, the Fulfilment by Mojoob Marketplace Service Terms will apply to the storage, fulfilment and delivery of such Products. 

2.2   Cancellations, Returns and Refunds. For all of Your Products that are not fulfilled using Fulfilment by Mojoob Marketplace, you will accept and process cancellations, returns, refunds and adjustments in accordance with these Service Terms and the Mojoob Marketplace Refund Policies and Programme Policies for the applicable Mojoob Marketplace Site published at the time of the applicable order and we may inform customers that these policies apply to Your Products. Except as otherwise set forth in the Programme Policies, you will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions. You will route all such payments through our payment processor in respect of sales made on the DE Mojoob Marketplace Site, the ES Mojoob Marketplace Site, the FR Mojoob Marketplace Site, the IT Mojoob Marketplace Site, the NL Mojoob Marketplace Site, the SE Mojoob Marketplace Site and/or the PL Mojoob Marketplace Site. You will promptly provide refunds and adjustments that you are obligated to provide as required by law, and in no case later than thirty (30) calendar days following after the obligation arises.

3.     Problems with Your Products 

3.1   Delivery Errors and Nonconformities; Recalls. You are responsible for any non-performance, non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which our Payment processor is responsible; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification.  Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfilment by Mojoob Marketplace, if any, the Fulfilment by Mojoob Marketplace Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products.  You are also responsible for any non-conformity or defect in, or any public or private recall of, as well as any other safety concerns related to, 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 of Your Products or other products provided in connection with Your Products. If we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to Mojoob Marketplace or third parties, then we may mitigate them including by determining whether a customer will receive a refund, adjustment or replacement for any of Your Products for as long as we determine any related risks to Mojoob Marketplace or third parties persist.   

3.2   A-to-z Guarantee. 

If we inform you that we have received a claim under the “A-to-z Guarantee” offered on a particular Mojoob Marketplace Site or any other dispute relating to the offer, sale or fulfilment of Your Product(s) (other than a chargeback), concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If, after investigation, we find that a claim, chargeback, or dispute is your responsibility, you (i) will not take recourse against the customer, and (ii) are responsible for reimbursing for the amount paid by the customer, and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds to the extent payable by us. You will not be responsible for reimbursing where the customer has not shipped Your Product(s) back to you. However, customers will not be required to ship your Products back to you and you will be responsible for bearing the cost where there are safety or hazardous risk, IP violation, or fraudulent activity related to Your Product(s), or where you have agreed not to require the return of Your Product. Where we find that a claim, chargeback, or dispute is your responsibility and the customer has returned Your Product, you are responsible for reimbursing the return shipping cost. Only A-to-z claims that we determine are your responsibility are taken into consideration to calculate your performance indicators.

4.     Compensation

You hereby irrevocably authorise Mojoob payment processor and pay us: (a) the applicable Fees; (b) any applicable Variable Closing Fee; and (c) the non-refundable Selling on Mojoob Marketplace Subscription Fee to cover the cost of registering your Selling on Mojoob Marketplace seller account and the ongoing costs of maintaining it. The Selling on Mojoob Marketplace Subscription Fee is payable in advance for each month (or for each transaction, if applicable) during the term of this Agreement.  

All taxes or surcharges imposed on fees payable by you to us or our affiliates will be your responsibility.

5. Mojoob’s Websites and Services.

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

6.     Tax Matters

In addition to the General Terms, you agree that the price stated by you for Your Products is inclusive of any VAT, customs duty, excise tax or other tax that may be required to be remitted in connection with such sale unless otherwise provided in any Programme Policy or otherwise agreed by Mojoob Marketplace in advance in writing.

Restricted Businesses

The following categories of businesses and business practices are restricted from using the Stripe Service (“Restricted Businesses”). Restricted Business categories may be imposed through Network Rules or the requirements of our Financial Services Providers. In certain cases, businesses listed below may be eligible for processing with explicit prior approval from Stripe. Note, however, that businesses that offer illegal products or services are never eligible to use the Mojoob Services. The types of businesses listed in the right column are representative, but not exhaustive.

By registering with us, you are confirming that you will not use the Service to accept payments in connection with the following businesses, business activities, or business practices unless you have received prior written approval from Mojoob. It is prohibited to use the Service for any dealings, engagement, or sale of goods/services linked directly or indirectly with jurisdictions Stripe has deemed high risks, such as Cuba, Iran, North Korea, Crimea Region, and Syria.

Financial and professional services

IP Infringement, regulated or illegal products and services

Unfair, predatory, or deceptive practices

Products or services that are otherwise restricted by our financial partners