1. Definitions

1.1. "Marketplace Platform" refers to the online platform operated by Marketplace for the listing, sale, and pur-chase of goods.

1.2. "Products" refers to the goods or merchandise listed by the Seller on the Marketplace Platform.

1.3. "Customer" refers to any individual or entity purchasing Products via the Marketplace Platform.

2. Scope of Agreement

2.1. The Marketplace provides an online platform that enables the Seller to list and sell Products to Customers. The Marketplace acts as a facilitator and is not a party to the transactions between the Seller and the Customers.

3. Seller Obligations

3.1. Product Listings: Seller agrees to list Products accurately, providing complete, truthful, and up-to-date descriptions, prices, and images.

3.2. Compliance: Seller warrants that all Products comply with applicable laws, regulations, and standards, and do not infringe any third-party rights.

3.3. Fulfillment and Delivery: Seller shall ensure timely processing, shipping, and delivery of all orders in ac-cordance with Marketplace guidelines and Customer expectations. The Seller shall ensure that all Products are delivered to the Customer within the timeframes specified at the point of sale. The Seller is responsible for provid-ing accurate shipping information, including estimated delivery dates, and tracking details where applicable. In cases of delay, the Seller must promptly communicate with the Customer and the Marketplace to provide updates and resolve any issues. The Seller shall also comply with all Marketplace delivery standards and guidelines.

3.4. Returns and Refunds: Seller shall honor the Marketplace’s return and refund policies and handle all Cus-tomer complaints promptly.

3.5. Taxes: Seller is responsible for collecting, reporting, and remitting any applicable taxes related to the sale of Products.

4. Marketplace Obligations

4.1. Platform Access: The Marketplace will provide Seller with access to the Marketplace Platform to manage Product listings and sales.

4.2. Payment Processing: The Marketplace will facilitate payments from Customers and remit collected amounts to Seller after deducting applicable fees and charges.

4.3. Support: The Marketplace will provide reasonable technical and customer support to the Seller.

5. Fees and Payments

5.1. The Seller agrees to pay the Marketplace, a monthly subscription fee if applicable, a defined percentage of each sale, and chargebacks depending on the package subscribed from the Seller and from this Agreement.

5.2. Payments to Seller will be processed monthly and will reflect all sales minus applicable fees, refunds, and chargebacks.

6. Intellectual Property

6.1. The Seller grants the Marketplace a non-exclusive, royalty-free license to use, reproduce, and display the Seller’s trademarks, logos, and Product images for promotional purposes.

6.2. The Marketplace retains all intellectual property rights in its Platform, branding, and related materials.

7. Indemnification

7.1. The Seller agrees to indemnify and hold harmless the Marketplace, its affiliates, and agents from any claims, liabilities, losses, or damages arising out of:

• a) The Seller’s breach of this Agreement,
• b) The Seller’s violation of any laws or third-party rights, or
• c) Defective, harmful, or infringing Products sold by the Seller.

8. Limitation of Liability

8.1. The Marketplace shall not be liable for any indirect, incidental, or consequential damages arising from this Agreement.

8.2. The Marketplace’s total liability under this Agreement shall not exceed the total fees collected from the Seller in the preceding three months.

9. Term and Termination

9.1. This Agreement shall remain in effect unless terminated by either party with 30 days written notice.

9.2. The Marketplace may terminate this Agreement immediately in the event of the Seller’s breach of any mate-rial term.

9.3. Upon termination, the Seller shall promptly remove all Product listings, and the Marketplace will process any pending payments.

10. Confidentiality

10.1. Both parties agree to maintain the confidentiality of proprietary or sensitive information disclosed during the term of this Agreement.

11. Governing Law and Dispute Resolution

11.1. This Agreement shall be governed by the laws of Pakistan.

11.2. Any disputes arising from this Agreement shall be resolved through negotiation between the two parties, external mediation, or courts of Punjab jurisdiction.

12. Miscellaneous

12.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

12.2. Amendments: Any amendments to this Agreement must be made in writing and signed by both parties.

12.3. Assignment: The Seller may not assign this Agreement without the prior written consent of the Market-place.