DubaiStore Merchant Agreement
1. Introduction
1.1. This DubaiStore Merchant Agreement (“Agreement”) contains the terms and conditions that govern Merchant access to and use of the DubaiStore Services. This is an agreement between the Merchant (“Merchant, “your”, or “you”) and Digital Economy Solutions LLC, a limited liability company duly registered with the Dubai Economic Development under business license no. 778257, with its office located at 34th Floor, Tower A, Business Central Towers, Dubai Media City, Dubai, United Arab Emirates (“we,” “us,” or “our”).
1.2. This Agreement and all policies and additional terms posted on and in our DubaiStore Site, applications, tools and services including our mobile device application (collectively “Services”) set out the terms on which we offer you access to and use of our Services. Any and all terms and policies posted on and in our DubaiStore Site, applications (including mobile device), tools and services are incorporated into this Agreement. By registering, accessing or using our DubaiStore Services, you agree to comply with all the terms of this Agreement.
1.3. This Agreement shall supersede any other merchant agreement you entered with DubaiStore/us.
2. DubaiStore Services
2.1. We act as your service provider for your e-commerce business by providing a platform designed to offer a complete software as a service (SaaS), e-commerce solutions and services to entities validly registered in the United Arab Emirates. We will allow you to offer and sell your products and services (“Goods”) within the United Arab Emirates.
2.2. We will also cater to your business needs and depending on your business requirements, we will provide you, our affiliated companies or other third-party providers the following:
(a) the listing of your Goods;
(b) offer for sale by you of your Goods to DubaiStore Site to your customers and/or buyers (“Buyers”);
(c) customer services;
(d) order verification and payment process;
(e) delivery management, coordination and services including returns and exchanges of Goods;
(f) collection, reconciliation and execution of all sales proceeds any other additional services that will be provided by the DubaiStore Site.
2.3. The actual contract of sale is directly between you and the Buyer. Thus, we do not have any control over and we do not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of your content or listing; your ability and necessary authority to sell items; the ability of the Buyers to pay for items; or that Buyers or you will actually complete a transaction or return an item.
3. Your Account
3.1. To access the DubaiStore Services, you shall complete the registration process by creating your account with us. Certain information and documents will be requested to complete the said registration which includes without limitation the following:
(a) your current dated business/trade license;
(b) description of your business activity;
(c) registered logo and/or trademark;
(d) sufficient proof of authorization for the individual (the “Authorised Person”) who will be registering, accessing and using the DubaiStore Site and/or DubaiStore Services;
(e) you provide identification details of the Authorised Person;
(f) you provide any information and/or documentation that may be requested from time to time in the continuance of the DubaiStore Services etc. You may also provide “friendly” logo or business name so long as you do not infringe any proprietary rights. We reserve our right to refuse, reject, change, suspend or terminate your account in case of inaccuracy, misappropriation, violation and infringement of your content (including logo, trademark/tradename, etc.) of any third-party proprietary rights.
3.2. In completing your registration with us, you represent that you have a valid business/trade license and registration with the Department of Economic Development in Dubai (Dubai Economy). You also warrant that you comply with all the rules, regulations and laws of Dubai and United Arab Emirates (“Applicable Law”) for your continued registration and business operations and that you agree to provide any information and/or documentation that may be requested from time to time in the continuance of the DubaiStore Services.
3.3. You are responsible for maintaining the confidentiality of, and restricting access to and use of, your account and password, and accept responsibility for all activities that occur under your account and password. You are also responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and we and our affiliates are not responsible for any unauthorized access to your account. You agree that you will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen or any other breach of security. In no event we will be liable for any direct, indirect or consequential loss or loss of profits, goodwill or damage whatsoever resulting from the breach of security and/or disclosure of your username and/or password. You may not use another person’s account at any time, without express permission of the account holder.
3.4. You will provide true, accurate, current and complete information about yourself as prompted by our registration form (“Registration Data”). You will maintain and promptly update the Registration Data to keep it true, accurate, current and complete and to continue with your eligibility in availing the DubaiStore Services. If you provide any information that is untrue, in accurate, not current or incomplete, or not in accordance with this Agreement, without prejudice to any other rights and remedies which we have under this Agreement or Applicable Law, we will have the right to indefinitely suspend, limit, cancel or withdraw your use and access to the DubaiStore Site.
4. Your Responsibilities
4.1. The DubaiStore Site and DubaiStore Services may be used only for lawful purposes and in a lawful manner. You must comply at all times with all terms, policies and conditions as imposed by us from time to time.
4.2. You are solely responsible for the content, operation, maintenance and use of your content in the DubaiStore Site which includes the following:
• compliance of your content with the Applicable Law including the policies, terms and conditions that we will impose from time to time;
• creating and posting, ensuring the accuracy, completeness and appropriateness of, materials posted on your DubaiStore Site;
• ensuring that your information and listings of the Goods do not infringe, violate, or misappropriate any of our rights or those of any other person or entity including without limitation copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights.
• representing and warranting that:
• you have the necessary business/ trade licenses, permissions, authorizations, proprietary rights, consents and permits in the Goods and to sell and promote the Goods;
• any information provided under this Agreement, including for the listing of the Goods (including the content as posted in the DubaiStore Site) is accurate and complete and is not misleading or otherwise deceptive;
• you will not directly or indirectly, sell counterfeit, "replica" or "knock off" Goods violating any intellectual property or proprietary rights;
• you will not directly or indirectly sell any illegal or prohibited Goods as per the Applicable Law;
• your Goods conform to quality and safety standards as per the Applicable Law;
• you are solely responsible for any Goods placed or distributed through the DubaiStore Site and breach of any third-party contracts
• your placement and sale of Goods through the DubaiStore Site will not be in breach of any Applicable Law or third-party rights;
• all your Goods including the materials supplied are original and free from any defects;
• you will not engage in any unfair trade practices, and publish any inaccurate or misleading advertisement or information about the Goods or any advertisement which violates public policy of UAE on or via the DubaiStore Site;
• you will neither sell nor deliver to a Consumer a refurbished or used item, and that the Goods will always be new unless marketed as used or refurbished.
• Fulfill all orders for Goods at their stated quantity and price to Buyers;
• You will not upload, email, call, send “SMS or MMS”, mail, post, transmit, use social media, communicate or otherwise make available any promotional materials, advertising, “junk mail”, “spam”, “pyramid schemes”, or any other authorized form of solicitation (electronic or printed) to the Buyers.
• any breach of the above warranties and representations, you agree to reimburse and/or pay any fines or fees imposed by us or by any relevant authority.
4.3. Provide the required warranties and maintenance for the purchased Goods in accordance with market practices, guidelines and protocols that we will impose from time to time by DubaiStore and Applicable Law;
4.4. Remain responsible for after-sales services, guarantees, warranties, maintenance and any defects that may arise for or in respect of the Goods to be sold and listed in the DubaiStore Site;
4.5. Source, offer, sell and fulfill your Goods, in each case in accordance with the terms of the applicable order and shipping information;
4.6. Contract appropriate insurance covering any obligation
4.7. You must process orders within the pre-determined time period. For orders where Goods have a handling time of 1 day (Day 1 will be considered as orders received between midnight and midday):
• Orders should be processed by no later than midday the following business day for collection by Dubai Store Courier
For orders where Goods have a handling time of >1 day must be processed by midday the following business day
4.8. Prepare your Goods to be collected by our authorized courier, or our third-party courier, for delivery by printing the airway bill available from the DubaiStore Site and attaching the same to the Goods to be delivered in accordance with the packaging specifications and requirements of our courier company;
4.9. Fulfill the order of the Goods purchased by the Buyer in accordance with delivery timing as specified in your product listing
4.10. Does not breach any existing exclusive distributorship third-party agreements and/or rights of Goods being offered and sold in DubaiStore Site;
4.11. Provide us with the applicable tax registration details including any documentation or information that will be requested by us from time to time. All registration details or requested information provided to us must be accurate and correct; and
4.12. Include in your listing and pricing the applicable taxes.
4.13. You will accept any failed delivery and/or return of the Goods in accordance with the Return Policy.
4.14. In case you fail to fulfill an order of the Good due to its unavailability or incorrect pricing, you agree that we have the right to determine (at our sole discretion) whether you will be charged up to 100% of the price of the Good.
4.15. You agree to indemnify us for any risk or liability arising from any claims, demands, liabilities, expenses, losses, cost or damage in connection with any failed delivery and/or return of the Goods.
5. Fees and Payments
5.1. You authorize us to act as your exclusive payment processing agent for the purpose of: (a) collecting the proceeds of your sales and in general any sums due or owing under the Agreement and holding the same; (b) processing customer payments, refunds and adjustments; (c) remitting to our assigned payment processing agent; (d) paying to us, our affiliates and to third parties (including the Buyers)any amounts you owe them.
5.2. In consideration of our DubaiStore Services, we or our affiliated partner may be entitled to charge you the following: (a) percentage commission for the total sales of Goods; (b) handling fees for the delivery and returns of the Goods purchased; (c) payment processing fees, chargeback or related fees; (d) taxes and duties; and (e) any other charges in connection with the order of the Goods.
5.3. The above charges and fees are included and detailed in the Fee Annex as may be varied from time to time.
5.4. In addition, we will provide the sales report through your account which will include the amount successfully collected for your Goods minus the charges, fees and any approved refunds (“Sales Proceeds”).
5.5. The Sales Proceeds will directly be credited to your nominated bank account in the United Arab Emirates or any other bank as may be supported by us on a weekly basis based on successful orders that passed the fifteen (15) days’ return period in accordance with our Return Policy.
5.6. You further acknowledge and agree for us to create an account for you with our affiliated partner for processing payment which includes submission of your personal details and acceptance of their standard terms and conditions in order to authorize payments to you and we shall not be responsible for any damage or loss you may incur as a result.
5.7. We will provide a tax invoice to the buyer on your behalf and remit to you the full amount collected from the buyer less any of our commissions, fees if you have provided your VAT registration details to us. You will solely be responsible for the payment of any and all taxes to the taxing authority and we are not liable whatsoever arising for such payment to the taxing authority.
5.8. The selling prices of your Goods indicated in the DubaiStore Site when ordered by the Buyers can be subject to any variations due to discount, coupons, gift certificates or incentives offered by you. In case of any Dubai Store specific additional promotion (e.g. discount, coupon, voucher code, etc.) offered to merchants, you will bear the costs of the discounted amount if you agree to join such promotional offers.
6. Return, Refund and Replacement of Goods
6.1. All returnable Goods sold on the DubaiStore Site is covered under the 15 days free return pursuant to the policies we set forth in our “Return Policy”. Buyer may initiate the return process by communicating with us or Seller through the DubaiStore Site.
6.2. Buyer may submit a return request for the Goods purchased within 15 days from the date the Buyer received such Goods by clicking the "Return" button found under the order details of his/her customer dashboard account. Once the return request is submitted, you have one business day only to attend, review and act on such request; otherwise, such return request shall be considered as initially approved.
6.3. We will arrange for the collection of the return Goods once initially approved and deliver the same back to you. Within one business day from receipt of the returned Goods, you should physically inspect, review and provide us your decision whether to accept the returned goods; otherwise, such return request shall be considered as finally approved and will be deducted from your Sales Proceeds.
7. Our Rights
7.1. Notwithstanding the provisions of this Agreement and without prejudice to any of our rights and remedies as per the Applicable Law and policies that may be imposed by us from time to time, we reserve our right to delay or suspend listing of, or to refuse to list, or to de-list or to require you not to list, any or all Goods that you make available to be listed for sale through the DubaiStore Site including the sole discretion to deactivate your account with us.
7.2. We may in our sole discretion withhold for investigation and/or refuse to process any orders. On the other hand, we may use and employ the services of our affiliates and/or third-party processors or such other service providers in connection to the fulfillment of our DubaiStore Services.
7.3. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any order of Goods. If any Goods has been delivered and/or you have received payment for such Goods, we reserve our right to obtain from you refund to the Buyers of which we solely decided to be cancelled or stopped.
7.4. We will also raise the electronic invoices and credit notes on your behalf based on the VAT registration details and any additional documentation that we will request from time to time for processing the transaction between you and the Buyers.
7.5. Notwithstanding any other provisions of this Agreement and without prejudice to any of our rights and remedies, you indemnify us for all loss (including to the extent that any loss is direct or indirect and/or relates to or includes any costs of investigation or professional fees or expenses) incurred or suffered (a) if you Goods are found counterfeit or refurbished or not to be original; or (b) if you sell or purported to sell your Goods in the DubaiStore Site in breach of any third-party agreements or rights; or (c) any other type of fraudulent conducted is identified on your part.
You confirm and accept that if you or any of your affiliates breached this Agreement, we will be entitled to block your account permanently and withhold all the monies due to be released. Also, you confirm that we are entitled to share your account details with the concerned authorities for legal action, and you will be liable to pay a fine of AED 50,000 to us in addition to other damages.
8. Counterfeit Goods
8.1. Selling Counterfeit items is considered “fraud” under the UAE Federal Law No. 4 of 1979 and UAE Federal Law No. 37 of 1992. Accordingly, UAE Federal Law 2016 concerning Combating Commercial Fraud (the new Anti-Commercial Fraud Law) broadens the scope mainly dealing with commercial frauds in intellectual property and imposes harsh penalty of almost 2 years imprisonment and/or minimum fine of AED 50,000 (up to AED 250,000) for the sale of counterfeit items or items that infringes the intellectual property rights of a third party.
8.2. We strictly prohibit any sale of counterfeit Goods in DubaiStore Site including any Goods that are not original, fake, replica or "knock-off". Goods that have been illegally reproduced, replicated or refurbished that are sold or purported to be sold in the DubaiStore Site in violation of third-party rights, agreements, rules, policies including breaches of Applicable Law shall also be considered as counterfeit Goods. You confirm that the Goods offered for sale on DubaiStore Site are authentic and you are solely responsible for your content and listing of your Goods. You also warrant that all your Goods are authentic, original and have the necessary permission, registration and/or authorization for you to sell and said Goods and/or listing do not include any copyrighted or trademarked material without consent of the original rights owner.
8.3. You agree that we can solely conduct investigation to verify on any Goods you sell in the DubaiStore Site. For any Goods that we determined at our sole discretion as counterfeit or fake or duplicate or illegal and prohibited Goods as per the Applicable Law, or if an infringing Goods and/or listing is discovered on DubaiStore Site, we will immediately remove the listing and Goods, terminate the Agreement, impose penalties, and/or deactivate your account with us and you will be permanently banned from selling on DubaiStore Site under any other name. Further, all the funds which are due to be paid would be withheld and further legal action would be pursued. We also reserve our right to take appropriate legal actions against you for selling of counterfeit Goods.
9. Communication Guidelines
9.1. Once an inquiry is received from Buyers, you will ensure to provide a response to said inquiry within the next 24 hours (or the next business day) at most. You shall maintain at all times professionalism to ensure customer satisfaction.
9.2. In all your correspondence and communication carried out, the following are warranted:
• you will not use hateful, offensive, profane, vulgar or defamatory language or remarks;
• you will adhere to the communication and privacy policies, terms and conditions we set forth from time to time including Applicable Law;
• you will not exchange contact information with the Buyer or user with the intention of eluding the use and access of our DubaiStore Services. For avoidance of doubt, you must use only the methods and tools available in our DubaiStore Site and/or DubaiStore Services for the completion of the purchase of the Goods;
• you will not make any communication to any Buyer or any user that would, or is reasonably likely to, disparage, create a negative impression of, or in any way be harmful to our business or business reputation.
9.3. In the event we are notified or come to our knowledge of any breach to this clause, we reserve our right to suspend and or terminate your account in accordance with the provisions of this Agreement.
10. Suspension and Termination
10.1. Without prejudice to any provisions of this Agreement or any of our rights and remedies, we have the right to unliterally and immediately suspend, limit, withdraw or terminate your access to our DubaiStore Services upon the occurrence of any of the following:
• breach of any provision of this Agreement in any manner whatsoever;
• breach of any Applicable Law or any policies with respect to the Goods or sale of Goods;
• declaration of insolvency, bankruptcy or passing a liquidation resolution or order by a court of a competent jurisdiction for the same;
• issuance of a suspension order or appointment of a receivership or attachment order;
• you fail to reasonably cooperate with our investigation
• we reasonably believe that your continued provision of our DubaiStore Services would expose you or us or our affiliates (including third-party providers) or Buyers to a material security or regulatory action.
11. Intellectual Property
11.1. We have the right to use, distribute, copy, disclose and modify any content, trademarks, materials or product images that you share and upload in the DubaiStore Site. You grant us royalty-free, non-exclusive, perpetual, irrevocable right and license to use, perform, reproduce, display, adapt, modify, reformat any of your information and materials and to sublicense these rights to any of our affiliates and third-party providers.
11.2. As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the DubaiStore Site. You obtain no rights under this Agreement from us or our licensors to the software application and platform of the DubaiStore Site, including any related intellectual property rights.
11.3. Neither you nor any of your permitted users may use the software application and platform of the DubaiStore Site including the software licenses and applications utilized to support the DubaiStore Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any of your permitted users may, or may attempt to:
• modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the DubaiStore Services (except to the extent software included in the DubaiStore Services are provided to you under a separate license that expressly permits the creation of derivative works),
• reverse engineer, disassemble, or decompile the DubaiStore Services or apply any other process or procedure to derive the source code of any software included in the DubaiStore Services,
• access or use the DubaiStore Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or
• resell or sublicense the DubaiStore Services.
11.4. All software application and licenses granted to you in this Agreement are conditional on your continued compliance of this Agreement and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. You will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any DubaiStore Services you have used.
12. Confidentiality
12.1. For purposes of this Agreement, “Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes:
(a) nonpublic information relating to our or our affiliates or business partners’ technology, customers (including Buyers), business plans, promotional and marketing activities, finances and other business affairs;
(b) third-party information that we are obligated to keep confidential;
(c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates; and
(d) any of our trademarks, service marks, service or trade names, logos, and other designations including our affiliates that we may make available to you in connection with this Agreement. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.
12.2. You may use Confidential information only in connection with your use of the DubaiStore Services as permitted under this Agreement. You will not disclose any and/or all Confidential Information at any time and you will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.
12.3. You agree that all Confidential Information will remain our exclusive property and you warrant to hold all the Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to solely use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. You agree to advise and require your permitted users or your respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.
12.4. Buyers’ Information – DubaiStore Services. You must use only the methods and tools available in our DubaiStore Site and/or DubaiStore Services to communicate with the Buyers or users of our DubaiStore Site including without limitation delivery, payment cancellation, refund or any other similar transactions. You will only utilise the information of the Buyers or other users of the DubaiStore Site, including personal data, disclosed by us to you or which you have otherwise collected or obtained access to pursuant to or in connection with the Agreement, solely for the purposes of the Agreement and will not sell, assign, license, publish, lease or otherwise commercially exploit any such information or utilize such information in any manner for its own benefits or carry out any data compilation or data extraction or other data gathering or collection methods or tools. In addition, you warrant and agree that you, your affiliates, subsidiaries or any authorized third-party providers will not (directly or indirectly):
• Disclose any Confidential Information except that such disclosure may be permitted exclusively for the purpose as may be necessary for the completion and fulfillment of your transaction with the Buyer;
• Use any of the Confidential Information that you may receive during the course of your use and access to the DubaiStore Site and/or DubaiStore Services for any marketing, advertising or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or Applicable Law;
• Email, post, send “SMS or MMS”, transmit or communicate with the Buyer with the intent to collect any amounts or propose alternative means of payment including delivery in relation to the Goods ordered or purchased;
• Make any communication to any Buyer or any third party that would, or is reasonably likely to, disparage, create a negative impression of, or in any way be harmful to our business or business reputation including that of our affiliates, subsidiaries or their respective successors and assigns, and the then current and former officers, directors, shareholders, partners, members, employees, agents and consultants (or person acting in a similar capacity) of each of the foregoing.
12.5. You shall use best efforts to assist in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, you shall advise us immediately in the event you learn or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and you will cooperate with us in seeking injunctive or other equitable relief against any such person.
12.6. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the DubaiStore Services. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
13. Disclaimer
THE DUBAISTORE SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE DUBAISTORE SERVICES OR THE THIRD-PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE DUBAISTORE SERVICES OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
14. Liability
14.1. To the fullest extent permitted by Applicable and notwithstanding any other provision of this Agreement, we including our affiliates and/or authorized third-party providers (including our and their directors, officers, agents, employees, suppliers, subcontractors or licensors) will not be liable to you whether in contract, warranty, tort (including without limitation negligence, whether active , passive or imputed, product liability strict liability or other theory), or other cause of action at law, in equity by statute or otherwise, for: a. loss of use, loss of profits, loss of revenues, loss of data, loss of goodwill or failure to realise anticipated savings, in each case whether direct or indirect; or b. any direct, indirect, incidental, special, consequential or exemplary damages, even if a party has been advised of the possibility of such damages.
14.2. In addition to the foregoing, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with:
• your inability to use the DubaiStore Site and/or DubaiStore Services, including as a result of any: (i) termination or suspension your use of or access to the DubaiStore Site and/or DubaiStore Services, (ii) our discontinuation of any or all of the DubaiStore Services, any unanticipated or unscheduled downtime of all or a portion of the services for any reason, including as a result of power outages, system, server or connection failure, error omission, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros or other interruptions;
• your use of or access to any other website or webpage linked to the DubaiStore Site, even if we or our officers, agents, employees or other authorized third-party providers may have been advised of, or otherwise might have anticipated, the possibility of the same.
• the cost of procurement of substitute goods or services;
• your reliance on any data or information made available through the DubaiStore Site and/or DubaiStore Services. You should not act on such data or information without first independently verifying its contents.
• any investments, expenditures, or commitments by you in connection with your use of or access to the DubaiStore Site and/or DubaiStore Services; or
• any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your content or other data.
• Notwithstanding the above, if we are found to be liable by competent court, then we and our affiliates, licensors and third party providers aggregate liability will be limited to the lesser of: (a) an amount you actually paid us that gave rise to the claim during the 12 months preceding the claim or (b) AED 200.
14.3. Any risk of misunderstanding, error, damage, expense or losses resulting from the use of the DubaiStore Site and/or DubaiStore Services is entirely at your own risk and we shall not be liable therefore.
15. Indemnity
15.1. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning:
• your use of the DubaiStore Services (including any activities under your account and use by your permitted users, employees and personnel);
• breach of this Agreement or violation of Applicable Law by you including other terms, conditions or any policies as we may impose from time to time;
• any material, information or Goods offered in your account in the DubaiStore Site including any claim involving alleged infringement or misappropriation of third-party rights or by the use, development, design, production, advertising or marketing; or
• a dispute between you and any Buyers.
15.2. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.
15.3. Subject to Section 14.1, we will promptly notify you of any claim that may come to our knowledge. You may:
(a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and
(b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
16. Miscellaneous
16.1. Modifications to the Agreement. We may modify this Agreement at any time by posting a revised version on the DubaiStore Site or by otherwise notifying you. By continuing to use the DubaiStore Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the DubaiStore Site regularly for modifications to this Agreement.
16.2. Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
16.3. Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right:
• to develop or have developed for its products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party; and
• to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
16.4. No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
16.5. Notice.
• To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the DubaiStore Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the DubaiStore Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
• To Us. To give us notice under this Agreement, you must contact us as follows: (i) by telephone to +971 4 433 8000; or (ii) by personal delivery, overnight courier or registered or certified mail to 34th Floor, Tower A, Business Central Towers, Dubai Media City, Dubai, United Arab Emirates.
16.6. Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
16.7. Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
16.8. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
16.9. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
16.10. Survival. All provisions that either expressly or by their nature survive, will survive suspension or termination of your membership of the DubaiStore Site.
16.11. Governing Law; Venue. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of Dubai and United Arab Emirates. Both parties irrevocably agree that the courts of Dubai ( excluding DIFC Court) , United Arab Emirates have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
16.12. Entire Agreement; English Language. This Agreement including any policy and/or instruction that we may set from time to time is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the provisions relating to security and data privacy of this Agreement contain our and our affiliates’ entire obligation regarding the security, privacy and confidentiality of Your Content. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any policy, the terms contained in this document will control, except that the Service Terms will control over this document.