THE PARTIES AGREE AS FOLLOWS:

1. COMMENCEMENT OF SERVICES

The Seller agrees to apply form correctly and filled in together with supporting documents required by the Platform on the date hereof for the Platform’s consideration. The Seller shall be entitled to use the Services for selling Products of the Seller only upon obtaining uab Fintech’s permission.

 

2. ACCESS TO THE PLATFORM
   1. To access this Platform the Seller agrees to strictly comply with the following:
      1. The Seller shall obtain all permits and licenses required to operate its business in accordance with any applicable laws of Myanmar at its own expense.
      2. The Parties agree that customer satisfaction is the ultimate interest in guiding the Parties to their commercial actions and trading practice.
      3. This Agreement will be considered valid as soon as it is electronically accepted by the Seller. Every transaction of the Seller on the Platform is bounded to the terms of this Agreement as well as the details, annexes, appendices and necessary documents mentioned in this Agreement.
      4. The Seller shall open uab bank account for the sale of Products in the Platform.
   2. If the form application of the Seller for the Platform is accepted, uab Fintech will provide the Seller access to the Platform to post offers for sale to its Products and facilitate the sale of Seller’s Products to customers.

 

3. SERVICE FEE
   1. The pilot program for the Platform will be conducted for a period of three (3) months (the “Pilot Period”) commencing from the Platform launching date.
   2. The Seller shall pay uab Fintech the service fee for access to the Platform specified under this Clause (the “Service Fee”) after the Pilot Period.
   3. The Seller agrees that the Platform is entitled to immediately set-off the amount of payments for Products to be transferred to the Seller by the Platform with the amount of Service Fee including expenses or any other fees that the Seller is required to pay or reimburse to the Platform hereunder prior to transferring such amount to the Seller.
   4. During the period of this Agreement, the Platform reserves the right to amend the rate of Service Fee or other applicable commission fees (if any) by giving at least thirty (30) days advance notice to the Seller and such notice shall be deemed an integral part of this Agreement.

 

4. FEATURING PRODUCTS ON THE PLATFORM
   1. uab Fintech may offer additional promotions/discounts over and above a Sellers Listed Price via multiple channels and the Seller acknowledges that this does not constitute a change in the ownership of the Product(s). Any commission and/or fees charged on such a transaction will however be upon the Sellers Listed Price.
   2. uab Fintech shall reserve the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.
   3. uab Fintech will produce digitised images and photographs of the Product(s) to display on the Platform for advertising with a designated amount of fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s) in addition to any other amounts it is entitled to deduct under this Agreement.
   4. The Seller acknowledges that the agreed promotion or collaboration under this Agreement may be revised per market conditions with mutual consent of the Parties.

 

5. RESPONSIBILITY OF THE SELLER
   1. The Seller shall source, sell and fulfill only authentic Products. The Seller acknowledges that any sale of counterfeit products is strictly prohibited and that uab Fintech may immediately suspend or terminate the Seller’s Stores (as defined below) in the event of any such sale.
   2. The Seller shall be responsible for maintaining up-to-date information pertaining to its business on the login-based Seller’s stores, sales channel, or any other mode through which the Seller is or will be selling its Products and where the Seller can manage its sale activities (the “Stores”) such as, but not limited to, address and bank account number. uab Fintech shall not have any liability arising from incorrect information supplied by the Seller.
   3. The Seller shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party, and shall fully indemnify uab Fintech for any damages or losses resulting from any illegal or unauthorised use of its password.
   4. In case of any correspondence or communication received through the Store and/or appointed email address shall be presumed to originate from and have been made with the approval of the Seller and uab Fintech shall be entitled to rely on such correspondence or communication.
   5. The Seller acknowledges and agrees that in case any damages or errors occur from the Platform’s performance of Services according to information as delivered by the Seller, the Seller shall not claim any damages against the Platform and/or shall be solely responsible for such damages or errors with its customers.
   6. The Seller may request uab Fintech to provide any courier service for the purchased Products. In the event that the Seller engages with its own associated service provider for delivery to customers, the Seller shall set the delivery fees as per the instruction of uab Fintech.

 

6. PAYMENTS
   1. All payments shall be made in Myanmar Kyat (MMK).
   2. The payments will be made to the Seller on a weekly basis to the bank account, provided that payment related to any Product shall be initiated not less than 7 days after the Product has been successfully delivered to the customer.
   3. uab Fintech shall ensure payment statements are available on the Store with all relevant payment information.
   4. uab Fintech shall receive and process all payments for Products purchased on the Platform on behalf of the Seller. uab Fintech shall make payment of the amount of the Listed Price for the Product(s) received from a customer, less its commission for the sale of the Product(s), less any service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.

 

7. REPRESENTATIONS AND WARRANTIES
   1. The Seller represents and warrants that:
      1. any information delivered to the Platform under this Agreement is correct;
      2. the Seller is engaged in a lawful business that includes the sale of Products, and duly licenses to conduct such business under laws of all jurisdictions in which Seller conducts business. The Seller shall comply with all laws, policies, guidelines, regulations, ordinances or rules applicable to Seller’s business and this Agreement;
      3. all Products, which the Platform to receive the payments hereunder are not goods and/or services prohibited by law and good morals or that would expose uab Fintech and the Platform’s images to risk;
      4. the Seller shall conform with and adhere to the terms and conditions under this Agreement;
      5. there is no action, suit, proceeding, claim, arbitration, inquiry or investigation pending against Seller, its activities, properties or assets or for its winding up which may materially affect its financial condition. It is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or governmental authority or instrumentality which affects the business or interests of Seller; and
      6. the Seller shall not display, upload, modify, publish or share any information that is objectionable content, which includes information or content that:
         • is grossly harmful, harassing, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
         • harm minors in any way;
         • infringes any patent, trademark, copyright or other proprietary rights;
         • violates any law for the time being in force;
         • deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
         • impersonate another person;
         • contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
         • threatens the unity, integrity, defence, security or sovereignty of Myanmar, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
   2. Failing of the above representations and warranties, the Seller agrees that uab Fintech shall be entitled to terminate this Agreement immediately and the Seller shall be responsible for all damages incurred to the Platform, including any loss incurred by the Seller as the result of its non-performance of this clause.

 

8. MARKETING ACTIVITIES
   1. The Platform may advertise and publicise in connection with the Services provided to the Seller and the Seller shall provide the cooperation with the Platform in the advertisement and publication through various media or other networks from time to time as mutually agreed by the Parties.
   2. The Seller agrees to advertise and publicise its Products as well as its use of the Platform’s Services for selling Products and receipt of payments for Products of the Seller.

 

9. RETURN AND REFUND
   1. The Seller may submit a return and refund policy to uab Fintech. The Parties shall honor all returns of customer in accordance with the said policy published at the time the customer purchased the Product. Unless otherwise agreed by the Parties, such policy for the Products shall keep in force as follows:
      1. The policy lasts forty-eight (48) hours after the receipt of the Products purchased;
      2. Customer must return the Products in new or as-delivered condition and with the factory seal or packaging intact.
      3. The exemption to the policy may include, with the consent of the Parties, any Products that are perishable and not in marketable condition if opened, not properly stored, or not returned with original packaging.
   2. If the Seller accepts a customer return, it shall provide notice of the return to uab Fintech in appropriate manner agreed by the Parties. uab Fintech may determine and calculate the amount of all refunds (including any taxes to be refunded) where a customer has pre-paid for the Products returned to the Seller or uab Fintech, in accordance with this Agreement and will make refunds on behalf of Seller to the respective customers and accordingly debit from the payment to the Seller.

 

10. EXCLUSION

The Seller acknowledges and agrees that in case the Services hereunder has any error or delay or has been temporally suspended, arising from service connection system or computer system or any relevant system or virus attack or electronic equipment problems and/or Force Majeure or any causes beyond the Platform’s control, the Seller shall not definitely raise such error to claim any damages against the Platform and shall notify uab Fintech immediately of such error. However, uab Fintech will use its best efforts to solve the problem hastily, and the Seller agrees to fully assist and cooperate with uab Fintech for solve such problem.

 

11. TERM OF AGREEMENT

The term of this agreement shall be one (1) year commencing from the Effective Date and automatically renew for successive one (1) year terms unless it would be terminated earlier in accordance with the provision provided herein.

 

12. TERMINATION
    1. This Agreement shall be effective from the date hereof. Any party who intends to terminate the Agreement shall give advance written notice to the other party not less than thirty (30) days prior to the termination of this Agreement.
    2. This Agreement shall be terminated and uab Fintech is entitled to cease the Services forthwith by closing the Seller’s user account in any one of the following circumstances:
       1. the Seller uses and/or declares false information; or
       2. the Seller is in breach of any provision of the Agreement, and the Seller does not remedy said breach within fifteen (15) days upon receipt of the relevant notice from the other party, then uab Fintech may immediately terminate the Agreement or, at its option, suspend the performance of its obligations under this Agreement until the breach is remedied; or
       3. either party is adjudged bankrupt or dies or ceases to exist as a juristic entity or having any other legitimate ground which makes either party unable to comply with this Agreement, it shall be deemed that this Agreement is immediately terminated.
    3. Upon termination of this Agreement in any case, the Seller shall announce the termination in a conspicuous place that can be seen obviously by its customers and/or clients. The announcement shall commence from the date the Services is ceased and shall describe the contents that are harmless to and promote the Parties’ image. This clause will not deprive the uab Fintech’s right of any compensation and damages due to the termination hereof by the Seller’s acts.

 

13. CONFIDENTIALITY

The Parties understand that all documents, information or materials produced or acquired under this Agreement and all activities under the Platform are confidential information and trade secrets. Neither Party is entitled to disclose nor cause to be known by any way of such confidential information and trade secrets to any third party and agrees to properly keep them at any time either during and after the period hereof, except for the disclosure required by a court order or provisions of law.

 

14. INTELLECTUAL PROPERTY
    1. The Seller undertakes and represents to uab Fintech that it has all rights and ownership or is a licensed user of all intellectual property in relation to the Products and the supply of the Products which shall not be infringed due to marketing, promoting and featuring the Products on the Platform.
    2. All customer information and data whether in contents or wording, pictures, signs, logo, trade/service marks, trade name as well as all design works, in all documents and websites of the Platform revealed or disclosed in any form or manner to the Seller by uab Fintech, or produced or created by the Seller for the platform hereunder are the intellectual property of, and confidential to the platform and seller and shall be used solely by the Seller for purposes of this Agreement. All such information shall be treated and protected by the Seller as strictly confidential and shall not be disclosed to any third party without the prior written consent of the uab Fintech and shall be disclosed within the Seller’s organization only on a need-to-know basis. uab Fintech acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.

 

15. AMENDMENT

Unless otherwise specified herein, any amendment, addition or alteration of the terms and conditions under this Agreement shall be made in writing and executed by the duly authorised representatives of the Parties.

 

16. GOVERNING LAW

This Agreement shall be determined in accordance with and be governed by the laws of the Republic of the Union of Myanmar. The Parties agree to attempt to resolve all disputes between the Parties with respect to the application or interpretation of any term hereof of transaction hereunder, through amicable negotiation. If a dispute cannot be resolved in this manner within thirty (30) days after the date of the notification of such disputes, the case under dispute shall be submitted to the Myanmar Arbitration Center at UMFCCI (The Union of Myanmar Federation of Chambers of Commerce and Industry) in accordance with its rules in effect at the time of applying for arbitration. The place of arbitration shall be in Republic of the Union of Myanmar. If disputed cannot resolved by arbitration way, the Parties shall have the right to attend to the relevant jurisdiction of the court of the Union of Myanmar.

 

17. MISCELLANEOUS
    1. The Platform shall have a duty only to collect the amount of payments for Products on behalf of the Seller. In case any disputes occur from when the Seller does not comply with the terms and conditions of contracts made with its customers, uab Fintech shall in no event be liable or jointly liable. The Seller shall be solely responsible for such dispute to its customers.
    2. In no event shall uab Fintech be responsible for intentionally or negligently revealing to any other persons by the Seller of its bank account, username and password information, or for carelessly keeping of password, or in case that any other person causes to be known such information or in case of dishonesty of the Seller and/or other person.
    3. To provide the Services of the Platform in compliance with the security policy and this Agreement, if the Platform finds any transaction that is not correct or is within the scope of dishonest acts in any means, the Seller agrees that the amount of such transaction will be confiscated and seized in the system until any person expresses to claim it. If the Platform examines proof and has reasonable belief that such person is the genuine owner, the Platform will, after deducting the service fee and expenses, be entitled to return the net amount to that genuine owner immediately. The Seller agrees to coordinate with the Platform in document and information examination as requested and agrees that the Platform may temporarily suspend the Seller’s user account.
    4. The Seller shall not assign or transfer its rights, duties, benefits or claims, in whole or in part, according to this Agreement to any third party without the written consent from uab Fintech. In event the Seller receives such consent, the Seller shall be still liable to the Platform under this Agreement in all respects. uab Fintech shall be entitled to transfer its rights, duties, benefits or claims. In whole or in part, according to this Agreement to any third party without consent from the Seller.
    5. Should any provision, condition, term or part of this Agreement be null or invalid, the Parties agree that any of the valid remaining portions hereof shall be deemed separate from such null or invalid parts and shall remain in full force and effect.