Terms & Condition
This Marketplace Buyer Agreement governs any purchases you make through the Bring.ae Marketplace.
PLEASE READ THIS MARKETPLACE BUYER AGREEMENT CAREFULLY.
Any dispute or claim arising out of or in connection with this website shall be governed and construed in accordance with
the laws of UAE.
United Arab of Emirates is our country of domicile.
Minors under the age of 18 shall are prohibited to register as a User of this website and are not allowed to transact or use the website.
If you make a payment for our products or services on our website, the details you are asked to submit will be provided directly to our payment provider via a secured connection.
The cardholder must retain a copy of transaction records and Merchant policies and rules.
Making Marketplace Purchases. Bring.ae (“Bring.ae”) provides the Marketplace as a location for buyers to locate and purchase new and used products from sellers that are independent of Bring.ae. When you make a purchase through the Marketplace, you are purchasing the product from the independent seller and not from Bring.ae. You agree that Bring.ae is not an agent for you or for the seller and has no authority to act on your or on a seller’s behalf. Bring.ae reserves the right to change any of the terms and conditions contained in this Marketplace Buyer Agreement, the Terms & Policies or any other policies or rules governing the Marketplace at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Marketplace Buyer Agreement or such policies and rules on the Bring.ae site. Material changes to the Marketplace Buyer Agreement shall be accompanied with a 30 day notice on the Marketplace area of the Site, and you are solely responsible for reviewing any such notice and the corresponding changes to the Marketplace Buyer Agreement. YOUR CONTINUED USE OF THE MARKETPLACE FOLLOWING ANY SUCH REVISIONS TO THE MARKETPLACE BUYER AGREEMENT OR SUCH POICIES AND RULES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY SUCH CHANGES, DO NOT CONTINUE TO USE THE MARKETPLACE AND ASSOCIATED SERVICES.
Shipment. Shipment of the products you purchase in the Marketplace are made by the seller and not Bring.ae. You agree that Bring.ae has no obligation to ship to you any product you purchase in the Marketplace. You agree that Bring.ae may provide to the seller your shipping address for shipment of the products you purchase. You agree to pay the shipping charges in full for any product that you purchase.
Privacy. YOU ACKNOWLEDGE, CONSENT AND AGREE THAT Bring.ae SHALL PROVIDE SELLERS WITH INFORMATION THAT IS REASONABLY NECESSARY FOR SELLERS TO SHIP THE PRODUCTS TO YOU AND TO COMMUNICATE WITH YOU REGARDING SUCH SHIPMENT AND ANY ISSUES THAT MAY ARISE IN CONNECTION WITH YOUR PURCHASE. THIS INFORMATION INCLUDES, BUT IS NOT LIMITED TO, YOUR "SHIP TO" INFORMATION AND YOUR EMAIL ADDRESS. YOU HEREBY AGREE THAT Bring.ae SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY WITH RESPECT TO THE DISCLOSURE OF SUCH INFORMATION TO, OR ANY COLLECTION, USE OR DISCLOSURE OF SUCH INFORMATION BY, ANY SELLER. You may receive access to certain information concerning other Marketplace users when you use the Marketplace. You hereby represent, warrant and agree (a) not to use any information regarding other Marketplace users which is accessible from the Marketplace or that may be disclosed to you by Bring.ae, except to enter and complete transactions, and (b) not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other conduct Bring.ae deems unacceptable or objectionable.
Payment. You Will be Paying The Seller Directly .
Taxes. You agree that you and seller are responsible for determining the amount of sales, use or other taxes that you may owe as a result of your Marketplace purchase. Seller is responsible to collect, report and remit any sales, use or other taxes required under applicable law. You agree (a) that Bring.ae has no responsibility to collect, report or remit sales, use or any other applicable taxes in connection with your purchase, and (b) to fully indemnify, defend and hold Bring.ae harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with foregoing. Without limiting the generality of the foregoing.
Changing or Cancelling Marketplace Orders. Once you have placed an order for a product in the Marketplace, seller will be handling all aspects of the order process. Bring.ae will not change or cancel any order made by you, including any change to shipping or billing information. You will need to contact the seller for any changes or cancellations that you wish to make to your order. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order.
Marketplace Customer Service. Other than to verify that payment to the seller through your My Account was completed, Bring.ae does not provide any customer support for any purchase you make through the marketplace, and you agree that Bring.ae is not responsible to provide any such support. If you have any questions about the product you purchased or your shipment you must contact the seller of your product directly for any customer support that you need. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order.
Marketplace Returns. You may not make any returns to Bring.ae of products you purchase in the Marketplace. You must contact the seller for any product returns that you wish to make. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order.
Marketplace Feedback. You agree that feedback you provide concerning Marketplace sellers will be truthful and accurate. You agree that you will not use profanity, vulgar expressions, or any obscenity in your feedback comments. You agree that you will not provide any feedback that could be considered defamatory or that violates the privacy, intellectual property, or other rights of any third party. You agree that Bring.ae may publicly post your feedback without any payment or other obligation to you. You agree that Bring.ae may edit your feedback in any way that Bring.ae sees fit and that Bring.ae may remove your feedback at any time. Once you have submitted feedback, it may not be altered by you.
Use of Marketplace. You hereby represent and warrant that your use of the Marketplace will comply with applicable laws, ordinances and regulations. Bring.ae may exclude any buyer, including you, from making purchases in the Marketplace at any time and for any reason.
Dispute Resolution Steps, Claim Process, Marketplace Guarantee, and Refunds. If you do not receive your product or you have received a product that is defective, damaged, or that does not match the description contained in the Marketplace, you must contact the seller directly to attempt to resolve the problem. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order. Bring.ae will not mediate, disputes, or resolve the matter on your behalf. If the seller does not respond to you or does not reasonably address the problem, 10 you can submit a claim through our claim process to assist you, or 2) you may be eligible to make a Marketplace Guarantee claim in order to obtain a refund (see below).
The Marketplace Guarantee covers the first $200 of each Marketplace purchase. You are eligible to submit a Marketplace Guarantee claim if:
1 - You never received your item, 2 - You received a different item than the one purchased, or 3- The item you received was materially different than the way it was listed.
YOU MAY ONLY SUBMIT A MARKETPLACE GUARANTEE CLAIM AFTER 30 DAYS HAVE PASSED FROM YOUR PURCHASE DATE. YOU MAY NOT SUBMIT A MARKETPLACE GUARANTEE CLAIM IF MORE THAN 60 DAYS HAS PASSED FROM YOUR PURCHASE DATE. YOU ARE LIMITED TO FILING ONLY ONE MARKETPLACE GUARANTEE CLAIM PER MONTH WITH A LIFETIME LIMIT OF 3 MARKETPLACE GUARANTEE CLAIMS.
Claim forms are available in your My Account area. You agree that Bring.ae may research your claim, may contact the seller concerning your claim and that Bring.ae’s decision concerning the claim is final and binding. Any applicable refund, either agreed by the seller or Bring.ae, will be made to the credit card on which you made your purchase. Without limiting any of its rights or remedies, if Bring.ae determines that you have directly or indirectly attempted or committed fraud activity with respect to the claim process, Bring.ae may immediately suspend or terminate your account and charge your credit card on file to recover any damages and costs incurred in connection with such fraudulent activity. In addition, any such fraudulent activity is a criminal offense and violators will be prosecuted to the fullest extent of the law.
Bring.ae IS NOT THE SELLER/MERCHANT OF ANY OF THE GOODS OR SERVICES ON THE MARKETPLACE.
Indemnity. You agree to indemnify, defend and hold harmless Bring.ae , subsidiaries, affiliates, service providers, sellers, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or related to your violation of any provision of this Marketplace Buyer Agreement, or your violation of any law, regulation or third-party right.
RELEASE. IN THE EVENT OF A DISPUTE OR CLAIM REGARDING ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE, OR BETWEEN YOU AND A SELLER OR OTHER THIRD PARTY RELATED TO ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE, YOU HEREBY RELEASE Bring.ae AND ITS PARENTS, SISTER COMPANIES, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, SELLERS, DISTRIBUTORS, LICENSORS, OFFICERS, DIRECTORS AND EMPLOYEES FROM ALL CLAIMS, DAMAGES OR DEMANDS OF ANY KIND, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE OR CLAIM.
YOU ACKNOWLEDGE THAT YOU MAY DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE AND THAT THIS RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS EVEN IF YOU DISCOVER NEW OR ADDITIONAL FACTS AFTER YOU EXECUTE THIS AGREEMENT. YOU EXPRESSLY WAIVE ALL RIGHTS AND BENEFITS CONFERRED UPON YOU BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: ”A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH [YOU] DO NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR [RELEASEES]” WARRANTY DISCLAIMER. THE Bring.ae MARKETPLACE AND ANY RELATED PRODUCTS, SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED ”AS IS.“ Bring.ae EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE Bring.ae MARKETPLACE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.
LIMITATION OF LIABILITY. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE Bring.ae MARKETPLACE, THE USE OF ANY PRODUCTS AND/OR SERVICES OFFERED ON OR IN CONNECTION WITH THE MARKETPLACE, AND/OR THE USE OF ANY CONTENT REMAINS WITH YOU. IN NO EVENT SHALL Bring.ae OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS MARKETPLACE BUYER AGREEMENT, YOUR USE OF THE Bring.ae MARKETPLACE OR THE USE OF OR INABILITY TO USE ANY PRODUCTS, SERVICES, AND/OR CONTENT OBTAINED THROUGH THE MARKETPLACE, ANY DELAY OR INABILITY TO USE THE Bring.ae MARKETPLACE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT OBTAINED THROUGH THE Bring.ae MARKETPLACE, OR OTHERWISE ARISING OUT OF THE USE OF THE Bring.ae MARKETPLACE OR THE Bring.ae SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF Bring.ae HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS MARKETPLACE BUYER AGREEMENT, THE MAXIMUM LIABILITY THAT Bring.ae SHALL HAVE IS LIMITED TO ANY COMMISSIONS ACTUALY RECEIVED BY Bring.ae IN CONNECTION WITH ANY PURCHASES MADE BY YOU FROM A SELLER THROUGH THE MARKETPLACE. ORDER INFORMATION SUCH AS BILLING OR SHIPPING ADDRESS THAT IS INACCURATE OR INCOMPLETE MAY RESULT IN DELAYS THAT SHALL NOT BE THE RESPONSIBILITY OF Bring.ae. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS MARKETPLACE BUYER AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
General. No delay or failure by Bring.ae to take action under this Marketplace Buyer Agreement shall constitute any waiver by Bring.ae of any provision of this Marketplace Buyer Agreement. If any provision of this Marketplace Buyer Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of this Marketplace Buyer Agreement will continue in full force and effect. This Marketplace Buyer Agreement will bind and inure to the benefit of Bring.ae’s successors and assigns. Any claim under this Marketplace Buyer Agreement must be brought within one (1) year after the cause of action arises. This Marketplace Buyer Agreement shall be governed by the laws of the State of California without regard to or application of any conflict of laws provisions. You agree that the sole and exclusive venue and jurisdiction for any action arising out of this Marketplace Buyer Agreement shall be the state and federal courts sitting in Orange County, in the State of California. This Marketplace Buyer Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Marketplace Buyer Agreement shall be null and void. Bring.ae may freely assign this Marketplace Buyer Agreement without consent or notice. This Marketplace Buyer Agreement constitutes the complete and exclusive agreement between Bring.ae and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.
Sellers are Agree to,
PLEASE READ THIS MARKETPLACE SHOP OWNER AGREEMENT CAREFULLY. YOU MUST AGREE TO THESE TERMS IN ORDER TO ACCESS AND USE THE MARKETPLACE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE MARKETPLACE.
Bring.ae reserves the right to change any of the terms and conditions contained in this Marketplace Shop Owner Agreement or any policies or rules governing the Marketplace at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Marketplace Shop Owner Agreement or such policies and rules on the Bring.ae site. Material changes to the Marketplace Shop Owner Agreement shall be accompanied with a 30 day notice on the Marketplace area of the Site, and you are solely responsible for reviewing any such notice and the corresponding changes to the Marketplace Shop Owner Agreement.
Bring.ae MARKETPLACE SHOP OWNER AGREEMENT
This Marketplace Shop Owner Agreement ("Agreement") is made effective upon Shop Owner's acceptance of "Agree To Terms" in the enrollment section of Shop Owner Tools ("Effective Date") by and between Bring.ae. Party or Parties will mean, individually, Bring.ae or Shop Owner as the context requires and, together, Bring.ae and Shop Owner. This Agreement (and any Exhibits hereto) constitutes the entire understanding and agreement with respect to the subject matter hereof and supersedes all prior agreements between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom.
WHEREAS, Shop Owner is in the business of selling consumer and business products ("Products");
WHEREAS, Bring.ae provides a platform for select third party shop owners, to sell their products on the Bring.ae website ("the Site")
WHEREAS, Shop Owner desires to offer certain products for sale through the Site; and
WHEREAS, Bring.ae and Shop Owner desire to set forth in this Agreement the terms and conditions that will govern Shop Owner's offer and sale of Products on the Site in connection with the Marketplace Program.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
For purposes of this Agreement, capitalized terms will have the meaning specified in their contextual paragraph, or where not otherwise defined herein, will have the meanings specified below:
"Affiliate" will mean any business that directly or indirectly is controlled by or is under common control with Bring.ae
"Claims(s)" will mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation.
"Intellectual Property" means any trademark, trade name, service mark, copyright, patent, logo, moral right, trade secret and any other intellectual property right arising under any Law and all ancillary and related rights, including all rights of registration and renewal and causes of action for misappropriation, infringement or violation of any of the foregoing.
"Law" shall mean any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, or any governmental authority of competent jurisdiction.
"Losses" shall mean any and all damages (including, without limitation, past, future, direct, indirect, economic, noneconomic, consequential, special, exemplary, incidental, and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys' fees and costs.
"Shop Owner Content" shall mean all images, product information and content including without limitation, the product data, (i) provided by Shop Owner to Bring.ae or its Affiliates for use in connection with the Marketplace Program and (ii) otherwise made available by Shop Owner to Customer on the Bring.ae Site (e.g. through Shop Owner's distribution or hosting of such images, content or information).
"Quarterly Plan" shall mean a fixed-fee plan under which Shop Owner pays a quarterly fee to list and sell products on the Site Marketplace. Such quarter shall commence on the day of Shop Owner's enrollment in a plan, or upgrade to a new plan, and shall continue for three months, with auto-renewal thereafter.
3. Shop Owner's Content License Grant
3.1 License for Content. By entering into this Agreement and listing an item, Shop Owner grants, as well as represents and warrants that it has the right to grant to Bring.ae and its Affiliates a royalty-free, non-exclusive, worldwide, sublicensable, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, commercially or non-commercially exploit in any manner, incorporate and imbed into other works, and distribute Shop Owner Content throughout the Bring.ae Site and all Affiliate properties and on those marketplaces that Bring.ae participates.
3.2 License for Marks. Shop Owner hereby grants Bring.ae and its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit, and display Shop Owner's name, trademarks, service marks and logos ("Shop Owner's Marks") during the Term in connection with the Marketplace Program.
4. Product Information and Other Content
4.1 Content. Shop Owner agrees and warrants that any and all Shop Owner Content: (a) will be truthful, accurate, and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any law, statute, ordinance or regulation; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and (e) will not create liability for Bring.ae. Shop Owner agrees that any and all Shop Owner Content may be publically displayed by Bring.ae as Bring.ae sees fit and at no charge to Bring.ae. Shop Owner will only provide content for Products that fit into the categories or parameters approved in writing by Bring.ae. Shop Owner may provide Bring.ae with Content for Products in additional categories or parameters only upon the prior written consent of Bring.ae (which, in this case, may be given by email). At its request, Bring.ae will have the option to review Shop Owner's complete product catalog on a regular basis and in a mutually agreed upon format in order to review assortment decisions. If Shop Owner receives Customer ratings or reviews for its Products directly or through third parties, then Bring.ae and Shop Owner may mutually agree to have Shop Owner provide such ratings and reviews to Bring.ae as part of the Content. Bring.ae will not have any responsibility for or liability with respect to Shop Owner's Content.
4.2 Excluded Products. You hereby represent and warrant that you will not list, offer or sell products that: (a) are stolen or counterfeit; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) you do not have full right and authority to sell; (d) contain any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) violate any law, statute, ordinance or regulation (such as those governing export control or consumer protection); (f) contain any material that is obscene, pornographic or that contains child pornography; and/or (g) create liability for Bring.ae. If Shop Owner is restricted from selling certain Products on the Bring.ae Site due to supplier brand restrictions or if Shop Owner is not an authorized reseller for any Product, Shop Owner will withhold such Products from the assortment it provides Bring.ae provided that it will promptly notify Bring.ae in writing of such removal. Prior to launch and upon Bring.ae's request, Shop Owner will provide Bring.ae with a list of all Products that will be excluded from the Item File at launch and specify why each Product is being excluded.
5. Product Authenticity and Safety
5.1 Authenticity / Authorization . All products sold through the Marketplace Program will be received by Shop Owner directly from the brand owner or from an authorized supplier of the brand owner, and Shop Owner must be an authorized reseller of the Products. Shop Owner will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. Upon Bring.ae's request, Shop Owner will promptly provide Bring.ae with (i) certificates of authenticity (or similar documentation) for Products and (ii) documentation (e.g. email verifications from the brand owner or supplier) showing that Shop Owner is permitted to sell specific brands or Products through the Bring.ae site.
5.2 Safety, Testing and Certification . Shop Owner will comply with, and ensure that all Products comply with all product safety, testing and certification requirements under applicable Law, including without limitation, the Consumer Product Safety Act, as amended, the Consumer Product Safety Improvement Act of 2008, as may be amended from time to time, the Federal Hazardous Substances Act, as may be amended from time to time, and all other Law under the jurisdiction of the Consumer Product Safety Commission ("CPSC"). Shop Owner will obtain copies of GCCs from its suppliers or manufacturers for all Products for which a GCC is required under applicable Law. Shop Owner will promptly notify Bring.ae in writing of all warnings, disclaimers or any other similar notices required by applicable Laws to be posted with respect to Products.
5.3 Certifications. Shop Owner shall provide Bring.ae with written certification from an officer of Shop Owner stating that Shop Owner has complied with any of Shop Owner's obligations under this Agreement, including, for example and without limitation, compliance with consumer product safety laws, authenticity of Products, or restrictions on use of Transaction Information.
6. Processing Fees: You must have the legal authority to sell the goods that You are listing for sale on our Site. You must describe Your item and all terms of sale in Your listing. If You accept an offer, You are obligated to complete the transaction with the other party unless (i) the transaction is prohibited by law or this Agreement, or (ii) the buyer materially modifies the terms and conditions of the buyer’s offer. You are also responsible for payment of the transaction fee as set forth in the Fee Policy. An offer to sell may be retracted at any time prior to its acceptance. Please refer to our Non-Paying Buyer guidelines available at https://Bring.ae/fees.php for more information.
Bring.ae is only a Venue: Our Site acts as an open marketplace for users to buy, sell and negotiate the purchase and sale of goods with other users. Bring.ae only provides a service and is not involved in any transaction between buyers and sellers who use our Site. There are risks that You assume when dealing with foreign nationals or those who may be acting under false pretenses. You agree that all of these risks are borne by You, and not Bring.ae. Bring.ae does not control the behavior of users on the Site or the information provided by other users that is made available through our Site. As a result, Bring.ae does not guarantee or endorse the authenticity, quality, safety, or legality of any items offered or sold, the truth or accuracy of any listings, or the ability of sellers to sell items or of buyers to buy items. We cannot assure that all transactions will be completed. Additionally Bring.ae does not guarantee the ability or intent of users to fulfill their obligations in any transactions.
FOR EVERY TRANSACTION THAT IS COMMENCED THROUGH OUR SITE, YOU MUST MAKE YOUR OWN INDEPENDENT DETERMINATION REGARDING THE STATEMENTS, PRODUCT DESCRIPTIONS OR THE REPRESENTATIONS OF THE OTHER PARTY AND THE PARTY’S ABILITY TO PAY FOR OR DELIVER THE GOOD(S) OFFERED. PLEASE USE CAUTION, COMMON SENSE, AND PRACTICE SAFE TRADING WHEN DEALING WITH OTHER USERS OR OTHERWISE USING THE SITE!
Safe Trading: Because user authentication on the Internet is difficult, Bring.ae cannot and does not confirm each user’s purported identity. Thus, we have established a feedback system to help You evaluate the user with whom You are dealing. We also encourage You to communicate directly with potential buyers or sellers through the features available on our Site.
7. Purchase/Order Processing, Fulfillment and Shipping
7.1 Orders. Shop Owner will be the Shop Owner of record. Customers purchasing Products through the Bring.ae Site (each a "Customer" and together "Customers") will place orders using the Bring.ae checkout system and Bring.ae will collect all proceeds from such transactions, including shipping costs and applicable taxes based on shipment options and tax designations provided by Shop Owner to Bring.ae. The Customer is the Buyer or Purchaser of Record. Bring.ae will electronically transmit to Shop Owner the order information (e.g. Customer name, shipping address, and anonymized email) ("Transaction Information") that Bring.ae determines Shop Owner needs to fulfill each order, including without limitation, shipping Product(s) to Customers and providing Customer service. Bring.ae will send an automated email message to each Customer confirming receipt of an Order. Shop Owner will provide Bring.ae with Shop Owner's Customer service contact information which Bring.ae may include in such confirmation email and/or on the Bring.ae website.
7.2 Risk of Fraud and Loss . Bring.ae will bear the risk of credit card fraud chargebacks occurring in connection with any order and Shop Owner will bear all other risk of fraud or loss and all costs related thereto. Notwithstanding the foregoing, Bring.ae will not bear the risk of credit card fraud in connection with any Product that is not shipped by Shop Owner to the shipping address specified in the Transaction Information provided by Bring.ae, and the Parties agree Shop Owner will be responsible for all costs related to such credit card fraud under such circumstances, and all chargebacks related to Products sold and Product fulfillment and delivery. For all credit card chargebacks for which Shop Owner bears the risk, Bring.ae will offset such chargeback amounts against amounts otherwise owed Shop Owner, or send Shop Owner an invoice and Shop Owner will pay such invoice within thirty (30) days of receipt.
7.3 Fulfillment of Orders . (a) Once Bring.ae has transmitted an order to Shop Owner, Shop Owner will at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the Order, including without limitation, packaging and shipping of Products, securing the services of and payment of any freight forwarder or customs broker service charges (as may be required for any particular shipment), import or export duties or taxes (as applicable), and Customer service. Shop Owner agrees that legal ownership and all risk of loss of the Products remains with Shop Owner until the Customer physically receives the Product from Shop Owner. If Shop Owner cannot fulfill the entire quantity of a purchase order (PO) line in an Order, then the Shop Owner will cancel that PO line, fulfill all other lines in the Order and notify Bring.ae of such cancellation. If the Order consists of one PO line that Shop Owner cannot fulfill the entire quantity for, then Shop Owner will cancel the entire Order and notify Bring.ae.
(b) Shop Owner will ship only the product purchased by the Customer and will not include any additional products, materials or information not purchased by the Customer, other than those materials included in all shipments sold by Shop Owner as long as such materials (a) do not in any way promote Amazon.com, eBay, Walmart or Overstock.com, and (b) do not specifically target the Customer as a marketplace Customer or include any reference to Bring.ae.
7.4 Shipping. (a) Shop Owner is responsible for properly specifying shipping options for all Products in its Item File or through the Shop Owner interface on the Marketplace, and for properly handling all returns, including without limitation, those for Products that have unique requirements for shipping and return handling, including without limitation, hazmat or perishable Products to the extent such Products are permitted to be sold on the Bring.ae site. Shop Owner will provide Bring.ae with the shipping, handling, and any other charges for each Product, separate from the purchase price, in accordance with Bring.ae's shipping calculation functionality. Shop Owner will accept payments from Bring.ae based on the specified shipping charges as full payment for the shipping of such Products to the Customer.
(b) Shop Owner will ship items ordered by Customers (i) by placing the ordered items into the custody of the appropriate shipping agency or freight forwarder within two (2) business days following notification of the order or, (ii) if the Bring.ae Marketplace explicitly supports longer shipping windows in the published specifications provided to you, within specification-compliant timeframe specified in your inventory file which is current at the time of the transaction. Shop Owner will provide notice of shipment to Bring.ae through the Shop Owner interface on the Marketplace, and Shop Owner hereby represents and warrants that it will only provide notification of shipment following actual shipment of the product. If Bring.ae does not receive a shipment notification notice from Shop Owner within seven (7) days of placement of Order, the Order may be cancelled by Bring.ae and Shop Owner will be responsible for all Product costs and shipping costs associated with such cancelled order.
8. Cancellations, Returns and Refunds
8.1 Responsibilities. Shop Owner is responsible for processing all Customer cancellations, returns, refunds, and/or Customer service price adjustments. Shop Owner will provide Bring.ae with its Customer return, refund and price adjustment policies ("Customer Service Policies") for display on the Bring.ae Site. Shop Owner's Customer Service Policies for Products sold through the Bring.ae Site will be no less favorable to Customers than Shop Owner's most favorable policies offered on Shop Owner's own Site or on other Marketplaces for such Products. If Shop Owner does not provide such Customer Service Policies to Bring.ae prior to the Effective Date, then Shop Owner shall be deemed to have adopted Bring.ae's standard customer service policies as may be adopted and/or revised from time to time. Shop Owner shall notify Bring.ae of any material changes to Shop Owner's Customer Service Policies at least fourteen (14) days prior to Shop Owner's implementation of such changes, provided, however, that any such changes shall not be effective with respect to orders until the revised Shop Owner Customer Service Policy has been posted to the Bring.ae Site.
8.2 Refunds. Shop Owner will be responsible for all refunds (e.g. store credit and exchanges).
9. Parity with Shop Owner's Sales Channels
9.1 Parity. Shop Owner will maintain parity between the Products it offers through the Shop Owner Site and the Products offered on the Bring.ae Site by ensuring that at all times: (a) the purchase price and every other term of offer and/or sale of the Products (including associated shipping and handling charges and options, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favorable to Bring.ae users as the most favorable terms upon which a product is offered and/or sold via the Shop Owner Site or by Shop Owner on any other third party marketplace; (b) customer service for the Products is at least as responsive and available and offers at least the same level of support as the most favorable customer service offered in connection with the Shop Owner site; and (c) the Content, including without limitation, the product images, description and other information regarding the Products, provided by Shop Owner to Bring.ae for the Bring.ae site (i) is of at least the same level of quality as the highest quality information displayed or used on the Shop Owner site or provided by Shop Owner to any other third party marketplace and (ii) provides users of the Bring.ae site with at least as much product information, images and other content as the information provided by Shop Owner on any other site. If Shop Owner becomes aware of any non-compliance with (a) above, Shop Owner shall promptly notify Bring.ae and compensate adversely affected Customers in accordance with the procedures set forth in Section 7 for providing customers with cash refunds.
10. Ownership and Use of Transaction Information
11. Ratings and Reviews
Bring.ae may use mechanisms that rate or review, or allows shoppers to rate or review, Shop Owner's Products and Shop Owner's performance as a Shop Owner and Bring.ae may make these ratings publically available. Bring.ae will have no liability to Shop Owner for the content or accuracy of any ratings or reviews. Shop Owner shall have no ownership interest in or license to use any rating or reviews posted on the Bring.ae site.
12.1 Taxpayer and Shop Owner of Record . Shop Owner is the taxpayer and vendor/shop owner/retailer of record and must comply with all applicable tax Law. Shop Owner shall be solely liable for any tax liabilities, including without limitation, any penalties or interest. All references to "tax" or "taxes" in this Agreement shall mean all taxes and fees, including without limitation, sales, use and surcharge taxes, import or export duties, and all related ancillary taxes and fees, including without limitation, electronic waste recycling fees.
13. Information Security
Shop Owner will use appropriate internal information security practices to prevent the compromise of its information systems, computer networks and data files by unauthorized users, viruses or malicious computer programs which could in turn be transmitted to Bring.ae or compromise the security of Bring.ae Confidential Information, including without limitation, the Transaction Information. Shop Owner shall be responsible for any costs, damages or legal notification procedures resulting from any breach of this Section.
14. Confidential Information
14.1 Obligations. Both Parties acknowledge that either Party may receive ("Receiving Party") Confidential Information from the other Party ("Disclosing Party") during the Term, and such Confidential information will be deemed to have been received in confidence and will be used only for purposes of this Agreement. The Receiving Party shall use the Disclosing Party's Confidential Information only to perform its obligations under this Agreement and disclose the Disclosing Party's Confidential Information only to the Receiving Party's personnel, contractors and affiliates having a need to know the information for the purpose of this Agreement. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care. Upon the Disclosing Party's written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement; provided however, the Receiving Party shall continue to keep confidential (i) any personally identifiable information ("PII" as required by this Agreement and any applicable Law, (ii) any trade secrets of the Disclosing Party as long as such information is deemed a trade secret and (iii) the terms of this Agreement. Shop Owner agrees that Bring.ae may share Shop Owner's Confidential Information with its Affiliates for internal use only.
14.2 Definition. The term "Confidential Information" means all information communicated by the disclosing Party that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation (a) the terms of this Agreement, (b) all trade secrets, (c) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, (d) information relating to business plans, sales or marketing methods and customer or supplier lists or requirements, and (e) all information identified as confidential to which Receiving Party has access in connection with the subject matter hereof, whether before or after the Effective Date. Shop Owner shall also treat all Transaction Information, payment card data, tax codes, and PII as Confidential Information.
14.3 Exceptions. The obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate (a) was in its possession at the time of disclosure and without restriction as to confidentiality; (b) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act or failure to act by the Receiving Party; provided, however, PII remains subject to confidentiality obligations regardless of its availability to the public or availability through unauthorized disclosure; (c) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by such third party or the Receiving Party; or (d) is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.
14.4 Disclosure by Law . In the event the Receiving Party is required by Law, stock exchange requirement or legal process to disclose any of the Confidential Information, the Receiving Party agrees to (a) give the Disclosing Party, to the extent possible, advance notice prior to disclosure so the Disclosing Party may contest the disclosure or seek a protective order, and (b) limit the disclosure to the minimum amount that is legally required to be disclosed.
15. Representations and Warranties
Shop Owner hereby represents and warrants to Bring.ae the following:
15.1 Authority. Shop Owner is a corporation duly organized, validly existing and in good standing under the laws of the state where Shop Owner was incorporated and Shop Owner has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder without any further ratification or approval. This Agreement constitutes the legal, valid, and binding obligations of Shop Owner. Shop Owner has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances.
15.2 No Conflicts . Neither the execution and delivery of this Agreement, nor the consummation of the transaction contemplated hereby, will violate or conflict with any obligation, contract or license which could reasonably be expected to interfere with the consummation of the transaction contemplated hereby.
15.3 Taxes. The person(s) inputting all tax related information (including without limitation, Tax Designations, and states in which Shop Owner has a tax remittance obligation) (collectively "Tax Information") into the Item File or otherwise providing such Tax Information to Bring.ae has adequate tax knowledge and enough information about Shop Owner to accurately and completely enter such Tax Information. All Tax Information shall be accurate and complete. Shop Owner shall promptly update any Tax Information in the Item File as necessary to collect the correct amount of tax from customers.
16. Term, Termination and Suspension
16.1 Term. This Agreement shall commence on the Effective Date and shall continue for two years thereafter ("Initial Term") unless earlier terminated in accordance with the terms and conditions set forth in this Agreement. This Agreement will automatically renew for successive one (1) year periods upon expiration of the Initial Term (each a "Renewal Term" and together with the Initial Term, the "Term"), unless either Party gives written notice to the other Party of its intention not to renew at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term.
16.2 Termination for Breach . This Agrement may be terminated at any time by either Party if the other Party breaches any provision of this Agreement, and has failed to cure such breach within thirty (30) days of the receipt of written notice of breach from the non-breaching party, stating the nature and character of the breach. Bring.ae may immediately terminate this Agreement if Shop Owner fails to meet any of its tax obligations, including without limitation the requirement of Shop Owner to provide documentation proving that Shop Owner has remitted collected taxes or fees to the appropriate jurisdiction(s) in accordance with Section 11; provided that Shop Owner has been given written notice of such failure and has not cured such failure within five (5) days of receipt of such notice. Termination under this Section does not limit either Party from pursuing any other remedies available to such Party, including but not limited to injunctive relief.
16.3 Termination in the Event of Insolvency or Bankruptcy . Either Party may terminate this Agreement upon written notice to the other Party in the event (a) the other Party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the other Party and such petition is not dismissed within ninety (90) days; (c) the other Party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar law; (d) the other Party ceases to do business in the normal course; or (e) a receiver is appointed for the other Party or its business.
16.4 Bring.ae Termination . Bring.ae may terminate this Agreement for any reason by giving thirty (30) days' prior written notice to Shop Owner.
16.5 Suspension. Bring.ae may immediately suspend Shop Owner's listing of Products on the Bring.ae Site for (i) Shop Owner's failure to comply with any service level agreement set forth in this Agreement, (ii) Shop Owner's failure to meet any tax obligations set forth in this Agreement, or (iii) any breach of Shop Owner's information security obligations set forth in Section 12 or breaches to Shop Owner's systems, until Shop Owner has resolved such failure to Bring.ae's reasonable satisfaction. Shop Owner will work diligently and cooperate with Bring.ae to promptly remedy any service level, tax or information security failures within a reasonable period of time.
16.6 Post-Termination Obligations . Shop Owner will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to (i) provide customer service to Customers who purchased Products on the Bring.ae Site, (ii) pay any invoices delivered by Bring.ae in connection with the Agreement, (iii) notify Bring.ae and Customers of any recalls of its Products, (iv) remit any taxes collected to the proper jurisdiction(s) and (v) immediately notify Bring.ae of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.
16.7 Survival. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, Bring.ae's rights to use Shop Owner's suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination.
17.2 Procedure for Indemnification . Upon receipt of notice, from whatever source, of Claims against Bring.ae for which Shop Owner is obligated to indemnify Bring.ae, Shop Owner immediately shall take necessary and appropriate action to protect Bring.ae's interests with regard to the Claims. Bring.ae shall notify Shop Owner of the assertion, filing or service of any Claims of which Bring.ae has knowledge, as soon as is reasonably practicable.
17.3 Settlement. Shop Owner, in the defense of any Claim, shall not, except with the prior written consent of Bring.ae, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to Bring.ae or a release from all liability and blame with respect to the Claim. Bring.ae shall have the right at all times to accept or reject any offer to settle any Claim against it.
18. Warranty Disclaimer
THE Bring.ae MARKETPLACE AND ANY RELATED PRODUCTS, SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED "AS IS." Bring.ae EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE Bring.ae MARKETPLACE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION. SHOP OWNER AGREES THAT IT'S USE OF THE Bring.ae MARKETPLACE IS ENTIRELY AT SHOP OWNER'S OWN RISK.
19. Limitation of Liability
THE ENTIRE RISK ARISING OUT OF SHOP OWNER'S USE OF THE Bring.ae MARKETPLACE, THE USE OF ANY SERVICES OFFERED IN CONNECTION WITH THE MARKETPLACE, AND/OR THE USE OF ANY CONTENT REMAINS WITH SHOP OWNER. IN NO EVENT SHALL Bring.ae OR ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS MARKETPLACE SHOP OWNER AGREEMENT, SHOP OWNER'S USE OF THE Bring.ae MARKETPLACE OR ITS SERVICES, ANY INFORMATION OBTAINED THROUGH THE MARKETPLACE, ANY DELAY OR INABILITY TO USE THE Bring.ae MARKETPLACE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES TO SHOP OWNER IN CONNECTION WITH THE MARKETPLACE, OR OTHERWISE ARISING OUT OF THE USE OF THE Bring.ae MARKETPLACE OR THE Bring.ae SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF Bring.ae HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS MARKETPLACE SHOP OWNER AGREEMENT, THE MAXIMUM LIABILITY THAT Bring.ae SHALL HAVE IS LIMITED TO THE ACTUAL VALUE OF ANY COMMISSIONS ACTUALLY RECEIVED BY Bring.ae IN CONNECTION WITH ANY SALES MADE BY SHOP OWNER THROUGH THE MARKETPLACE. SHOP OWNER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS MARKETPLACE SHOP OWNER AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Any notice or other communication required or permitted to be made or given to either party under this Agreement shall be deemed sufficiently made or given on the date of delivery if delivered in person, by facsimile, or by overnight commercial courier service with tracking capabilities with costs prepaid, or three (3) days after the date of mailing if sent by certified first class U.S. mail, return receipt requested and postage prepaid, at the address of the parties set forth below or such other address as may be given from time to time under the terms of this notice provision.
21. Controlling Law and Jurisdiction. The Parties mutually acknowledge and agree that Agreement shall be governed, controlled, interpreted and defined by and under the laws of the State of California and the United States, without regard to the conflicts of laws provisions thereof. Unless waived by Bring.ae (which it may do in its sole discretion) the exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the Superior Court of California for the County of Orange or the United States District Court for the Central District of California and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. Service of process in any such action may be effected in the manner provided in Section 19 for delivery of notices.
22. Waivers and Amendments. Except as otherwise expressly provided herein, any provision of this Agreement may be amended and the observance of any provision of this Agreement may be waived (either generally or any particular instance and either retroactively or prospectively) only with the written consent of the parties. Any waiver or delay in the exercise by either party of any of its rights under this Agreement shall not be deemed to prejudice such party's right of termination or enforcement for any further, continuing or other breach by the other party. This Agreement shall be controlling over additional or different terms of any order, confirmation, invoice or similar document, even if accepted in writing by both parties, and that waivers and amendments shall be effective only if made by non-pre-printed agreements clearly understood by both parties to be an amendment or waiver.
23. Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall only apply to such provision and shall not render this Agreement unenforceable or invalid as a whole; and, in such event, such provision shall be modified or interpreted so as to best accomplish the objective of such unenforceable or invalid provision within the limits of applicable law or applicable court decision and the manifest intent of the parties hereto.
24. Relationship of the Parties. The parties hereto expressly understand and agree that the other is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. This Agreement does not make either party the employee, agent or legal representative of the other.
25. Complete Agreement. This Agreement (and all Exhibits hereto) constitutes the entire understanding and agreement with respect to the subject matter hereof and supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom.
26. Headings. Section headings are for reference only and shall not affect the interpretation of this Agreement.
27. Counterparts. This Agreement may be executed in any number of separate counterparts each of which when executed by and delivered to the other party shall be an original as against the party whose signature appears thereon, but all such counterparts shall together constitute one and the same instrument.