Vendor Registration

General Terms

Welcome to the GPoint Affiliate Seller program. GPoint Market offers sellers optional services including but not limited to: Selling on GPoint Market, Fulfillment by GPoint Market, GPoint Market Advertising, & Social Media Marketing.

THIS GPoint AFFILIATE SELLER AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND GPOINT MARKET. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY IN THE ELECTED COUNTRY FOR EACH SERVICE YOU REGISTER.

As used in this Agreement, "we," "us," and "GPoint Market '' means the applicable GPoint Market Contracting Party and any of its applicable allies, “the seller” and "you" means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its allies & “Rewards” refers to GPoints accrued into the GPoint Market account. Capitalized terms have the meanings given to them in this Agreement. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.

Enrollment & Affiliate Seller Account management.
To begin the enrollment process, you must complete the registration and application process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law (for example, the Elected Country may not allow minors to use the Services). As part of the application, you must provide us with your (or your business') legal name, address, phone number, and email address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with GPoint Market’s Privacy Notice. Upon opening an affiliate seller account, the seller cannot transfer the account to another person or use the account for the purpose of collateral. If the account is lost, it must be reported to GPoint Market immediately. All responsibilities arising from the seller’s negligence in the preceding paragraphs belong to the seller.

Receipt of Sales Proceeds & Transaction fees.
You are responsible for all of your expenses in connection with this Agreement. To use a Service, you must provide us with valid bank account information for a bank account or bank accounts acceptable by GPoint Market (where you agree that conditions for acceptance may be modified or discontinued by us at any time without notice) ("Your Bank Account") and as we specify, you must also provide us with valid credit card information from a credit card or credit cards accepted by GPoint Market (“Your Credit Card”). You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to your Gpoint seller account through an exchange network (Gwallet) as Gpoints or by other means specified by us. A standard transaction fee of 5% is applied to every transaction.

If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to GPoint Market or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to GPoint Market or third parties persist. For any amounts that we determine you owe us, we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account (and you give us express permission to do so); or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Program Policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.

In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to GPoint Market or third parties. These amounts may be refundable or non-refundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Program Policies, may result in their forfeiture.

As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or another period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because the GPoint Market Site or a Service is unavailable following the commencement of a transaction.

Term and Termination.
The term of this Agreement will start on the date of your completed registration for use of a Service and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via 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 toward 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 GPoint Market’s legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means, 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. 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

License
You grant us a royalty-free, non-exclusive, worldwide, right and license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials for the Services or other GPoint Market product or service, and to sublicense the foregoing rights to our allies and operators of GPoint Market Associated Properties; 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 GPoint Market 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 license from you or your allies under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).

Indemnification
1) Your indemnification obligations. You will defend, indemnify, and hold harmless GPoint Market , 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) any of Your Sales Channels other than GPoint Market Sites and GPoint Market Associated Properties, Your Products, including their offer, sale, fulfillment , refund, cancellation, return or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by GPoint Market ), 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 alleged breach of any representations you have made.

2) GPoint Market’s indemnification obligations. GPoint Market 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) GPoint Market’s non-compliance with applicable Laws; or (b) allegations that the operation of a GPoint Market store infringes or misappropriates that third party’s intellectual property rights.

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 any 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.

Representations.

Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country or territory in which the business is registered and it holds and will maintain all applicable registrations and other authorizations needed to conduct business in that country or territory and you are not under any restriction that prevents you from conducting business in that country or territory; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its allies is at all times 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), and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

Disclaimer & General Release.
a) THE GPoint Market SITES AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE GPoint Market SITES, THE SERVICES, AND SELLER CENTRAL AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE GPoint Market SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

b) BECAUSE GPoint Market IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES GPoint Market (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Limitation of Liability
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR INDIRECT DAMAGES SUCH AS COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF GPoint Market HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO GPoint Market IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

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) GPoint Market automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) GPoint Market expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by GPoint Market and used by you. You agree to and will comply with the Tax Policies. You will comply with any applicable tax laws and fulfill all obligations to the tax authorities in a timely and complete manner. All fees and payments payable by you to GPoint Market 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 GPoint Market any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.

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 GPoint Market's exclusive property except for customer personal data owned by the respective customer; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the law; (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 or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment 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 or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may not use our name, trademarks, or logos in any way (including in promotional material) without our advance wrote permission.

You may only use the customer's personal information as necessary to fulfill orders and may not use any such customer information (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

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.

Suggestions and Other Information.
If you or any of your allies elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the GPoint Market Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses, and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

Modification.
1. We will provide at least 15 days' advance notice for changes to the Agreement.

2. 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 the MISCELLANEOUS section.

3. Your continued use of the Services after the effective date of any change to this Agreement in accordance with this section 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.

Password Security.
Any password we provide to you may be used only during the Term the GPoint Affiliate Seller's Account (or other tools we provide, as applicable) 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 in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

Export.
You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software, or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

Miscellaneous.
The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. If the Elected Country is the United States, Canada, or Mexico, GPoint Market and you both consent that any dispute with GPoint Market or its allies or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify; (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights; and (iii) we may bring any claims related to your sale of counterfeit products on the GPoint Market Site in the Governing Courts and seek any remedy available under law related to those claims. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. The expedited procedures of the AAA’s rules will apply only in cases seeking exclusively monetary relief under $50,000, and in such cases, the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment. Likewise, GPoint Market will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location. GPoint Market and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration GPoint Market and you each waive any right to a jury trial.

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, that upon notice to GPoint Market, you may assign or transfer this Agreement, in whole or in part, to any of your allies 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 Ally or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for GPoint Market 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. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our allies. GPoint Market retains the right to immediately halt any of Your Transactions, 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 applicable Program Policies. Because GPoint Market is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms (if the Elected Country for a Service is the United States)), or the customer’s agent for any purpose, GPoint Market will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.

GPoint Market will provide notice to you under this Agreement by posting changes to GPoint Affiliate Seller Portal or to the applicable GPoint Market Services site to which the changes relate (such as the Developer Site accessible through your account), by sending you an email notification, or by similar means. You must send all notices and other communications relating to GPoint Market to our Selling Partner Support team via GPoint Affiliate Seller Portal, email, the Contact Us form, or similar means. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your email addresses and certain other information in GPoint Affiliate Seller Portal, as applicable. You will ensure that all of your information is up to date and accurate at all times.

If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. If the Elected Country is Canada, then it is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.) We may make available translations to this Agreement and the applicable Service Terms and Program Policies, but the English version will control. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

Selling on GPoint Market (Service Terms)

The Selling on GPoint Market Service ("Selling on GPoint Market ") is a Service that allows you to offer certain products and services directly on the GPoint Market Sites.

These Selling on GPoint Market Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on GPoint Market. BY REGISTERING FOR OR USING THE SELLING ON GPoint Market SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON GPOINT MARKET SERVICE TERMS.

Your Product Listings and Orders

1 Product and Product Information. You will provide accurate and complete Required Product Information for each product or service that you offer through any GPoint Market Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging), and your offer and subsequent sale of any of the same on any GPoint Market Site comply with all Applicable Laws (including all minimum age, marking, and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on any GPoint Market Sites; or provide any URL Marks for use, or request that any URL Marks be used, on any GPoint Market Site. If you offer a product for sale on a GPoint Market Site that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide us with such warning in the manner specified in our Program Policies, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required.

2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on a particular GPoint Market Site, and conduct merchandising and promote Your Products in accordance with the Agreement (including via the GPoint Market Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable GPoint Market Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and GPoint Market may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable GPoint Market Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Selling on GPoint Market Service Terms. We may permit certain customers to place invoiced orders for Your Products, in which case remittance of Sales Proceeds may be delayed according to each customer’s invoicing terms. You will accept and fulfill invoiced orders in the same manner as you accept and fulfill non-invoiced orders, except as otherwise provided in this Agreement.

3 Shipping and Handling Charges. For Your Products ordered by customers on or through a GPoint Market Site that are not fulfilled using Fulfillment by GPoint Market, you will determine the shipping and handling charges subject to our Program Policies and standard functionality.. When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling

4 Credit Card Fraud and Unpaid Invoices. We will bear the risk of (a) credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and (b) late payments or defaults by customers in connection with invoiced orders for Your Products, except, in each case, in connection with Seller-Fulfilled Products that are not fulfilled strictly in accordance with the Order Information and Shipment Information. You will bear all other risks of fraud or loss

Sale and Fulfillment; Refunds and Returns.

1 Sale and Fulfillment. Other than agreed upon in the GPoint Market fulfillment terms. You will: (a) source, offer, sell, and fulfill your Seller-Fulfilled Products, and source, offer, and sell your GPoint Market -Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, this Agreement, nd all terms provided by you or us and displayed on the applicable GPoint Market Site at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements, including any warnings or instructions necessary to safely use Your Products, and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable GPoint Market Site at the time of the applicable order or as may be required under this Agreement; (e) fulfill Your Products throughout the Elected Country (except to the extent prohibited by Law or this Agreement); (f) provide to GPoint Market information regarding fulfillment 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) ensure that you are the seller of each of Your Products; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or fulfillment of Your Products. If any of Your Products are fulfilled using Fulfillment by GPoint Market, the Fulfillment by GPoint Market Service Terms for the applicable GPoint Market Site will apply to the storage, fulfillment, and delivery of such GPoint Market -Fulfilled Products.

2 Cancellations, Returns, and Refunds. The GPoint Market Refund Policies for the applicable GPoint Market Site will apply to Your Products. For any of Your Products fulfilled using Fulfillment by GPoint Market, you will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the GPoint Market Refund Policies for the applicable GPoint Market Site, using a functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with Your Transactions through GPoint Market. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay.

Problems with Your Products.

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 fulfillment of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible for (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 by GPoint Market, if any, the Fulfillment by GPoint Market Service will be responsible for non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of those of Your Products. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products.

2. Chargebacks (A demand by a credit-card provider for a retailer to make good the loss on a fraudulent or disputed transaction) if we inform you that we have received or initiated a chargeback claim offered on the GPoint Market Site or other dispute relating to the offer, sale or fulfillment of Your Products (other than a chargeback), concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, (i) you will not take recourse against the customer, and (ii) if GPoint Market resolves the claim directly with the customer and does not waive its right of indemnification, you will reimburse us to the extent of your responsibility (not to exceed the amount paid by GPoint Market to resolve the claim), including taxes and shipping and handling charges 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

Remittance of Sales Proceeds & Refunds
For each remittance, your available balance is equal to any Sales Proceeds not previously remitted to you as of the applicable Remittance Calculation Date (which you will accept as payment in full for Your Transactions), less any other applicable fees described in this Agreement (including any applicable Program Policies), any amounts we require you to maintain in your account balance pursuant to this Agreement, and any taxes that GPoint Market automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the Tax Policies.
We may establish a reserve on your account based on our assessment of risks to GPoint Market or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.

When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our Affiliate), on the next available Remittance Calculation Date we will refund to you the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund (including refunded taxes and customs duties)

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

Continuing Guarantees. We require the following continuing guarantees from you.
1 Pesticide. If any of Your Products is a “pesticide” being offered or sold in the United States or other product regulated under the US Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) or its implementing regulations, then you provide to us the following continuing guaranty that: (a) you are a resident of the United States; and (b) with respect to each such product, the pesticides and other FIFRA regulated products comprising each sale, shipment, or other delivery made previously or hereafter are: (i) lawfully registered with the US Environmental Protection Agency at the time of sale, shipment, or delivery, or fully qualified for a specific exemption from the FIFRA registration requirements at the time of sale, shipment, or delivery, (ii) compliant with all requirements of FIFRA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.

2 Foods, Drugs, Medical Devices, and Cosmetics. If any of Your Products is a “food”, “drug”, “medical device”, or “cosmetic” being offered or sold in the United States or other product regulated under the U.S. Federal Food, Drug, and Cosmetic Act (“FFDCA”) or its implementing regulations, then you provide us with the following continuing guaranty that with respect to all such products comprising each sale, shipment, or other delivery made previously or hereafter are: (i) not adulterated or misbranded within the meaning of the FFDCA, (ii) compliant with all requirements of FFDCA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.

Definitions:

"Affiliate Seller" means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its allies

“Ally” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

“GPoint Market Associated Properties” means any website or other online point of presence, mobile application, service or feature, other than a GPoint Market Site, through which any GPoint Market Site, or products or services available on any of them, are syndicated, offered, merchandised, advertised, or described.

"GPoint Market Site" means, as applicable, the US GPoint Market Site.

"Confidential Information" means information relating to us, to the Services, or GPoint Market customers that are 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.