Maker's Terms & Conditions

Kindly go through the and read it carefully before using the website and services provided by YDAWI Online FZ LLC. They set forth the legally binding Agreement for your use of the website at www.ydawi.com (the “website”) and all services provided by YDAWI Online FZ LLC.

This Seller’s Agreement (hereinafter referred to as the "Agreement") is made and entered into as of the date of submition of the form called "Maker Application" by and between:

Ydawi Online FZ LLC, an e-commerce company

governed under the laws of United Arab Emirates, having its registered office located at In5, Dubai Internet City, Commercial license number 94543 (hereinafter referred to as "Ydawi")

"Maker's name" is a/an artist/company/etc. having his/her/its primary place of business located at

"Maker's Address" (hereinafter referred to as the "Ydawi Maker")

hereinafter referred to together as the “Parties” and individually as the “Party”.

WHEREAS:

Ydawi is an online marketplace located at the domain www.ydawi.com (hereinafter referred to as the “Website”) for selling artisanal handmade products.

Ydawi Maker produces such merchandise.

Parties desire to enter into this Agreement in order to (i)

ensure the marketing and display of the Ydawi Maker’s

handmade products on the Website and (ii) engage in a

commercial relationship to sell handmade products in the

UAE through the Website, in which Ydawi is entitled to

commission on each sold product.

The Parties wish to set forth, in the present Agreement,

the terms and conditions under which they will associate

with each other as established hereunder.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES

AND THE MUTUAL COVENANTS SET FORTH IN THIS

AGREEMENT, AND INTENDING TO BE LEGALLY BOUND,

THE PARTIES HAVE AGREED AS FOLLOWS:

1. Ydawi Maker’s Account

As this Agreement stipulates, Ydawi shall provide an

account to the Ydawi Maker on its Website. The Ydawi

Maker hereby represents and warrants that he/she is of

legal age to enter into a legally binding contract. In the

event that the Ydawi Maker is an entity, the individual

who opens the account must carry adequate authorization

to represent the entity. In order to open an account, the

Ydawi Maker must submit his/her name, contact

information, address and Tax Identification Number

(VAT number) if applicable. It is the Ydawi Maker’s

responsibility to keep the account information current at

all times.

Ydawi Maker shall not use the Website for any illegal

or unauthorized purpose, and shall not violate any

laws federal, state or local laws.

In the event that Ydawi Maker violates this Agreement or

any of the terms and conditions in connection to this

Agreement or fails to maintain the account current and in

good standing, his/her account may be temporarily

suspended or permanently closed. If Ydawi Maker

receives more than 5 poor reviews within 30 days, the

account shall be suspended for 2 weeks, aimed improve

the products and/or delivery process based on customers’

feedback. If Ydawi Maker receives another 5 poor

reviews consecutively within 30 days of reinstatement of

the account, it shall constitute a definite breach, and the

Agreement shall be terminated.

2. Ydawi’s Obligations

Ydawi shall comply with all applicable laws and

regulations.

Ydawi shall be obliged to create a customized store for

Ydawi Maker’s products on the Website. Ydawi

undertakes to maintain the said Website and create a userfriendly

control panel and interface for the Ydawi Maker.

Products that are aligned with Ydawi’s internal criteria

will be selected and marketed by Ydawi through

advertisement channels. Ydawi hereby agrees to provide

Ydawi Maker access to the markets that Ydawi operates

in.

Ydawi shall grant Ydawi Maker access to reporting tools

and growth advices and designate an account manager to

Ydawi Maker. However, the designation of an account

manager is not attached to a certain date and conditioned

on Ydawi’s business practices.

3. Ydawi Maker’s Obligations

Ydawi Maker hereby acknowledges that the products sold

on the Website shall only be handmade. Furthermore,

Ydawi Maker agrees to the following eligibility criteria

and shall conform with the following requirements:

(i) The fabric of the product shall only be

manufactured with natural fibers, made either by

hand; by non-mechanical, non-powered tools

held in the hand; or produced on looms powered

by hand or foot;

(ii) The products shall be made by hand; by

non-powered tools held in the hand; or where the

concession specifically allows, by machines

powered by foot or hand;

(iii) The products that are made wholly, or in

chief part by weight, shall consist of materials

traditionally used in the production of

handicrafts, and

(iv) The products that have an artistic or

decorative character shall be generally

comparable with traditional handmade products

of the country the products were made in.

Ydawi Maker agrees to provide excellent customer

service on the Website with a response time no later than

1 day from the date of customer’s submission of

complaint, comment or question. The pricing of the

products shall not be unfairly above the competitive price

range of similar products in the market.

Ydawi Maker agrees to authorize Ydawi to add the VAT

to the price of the product, collect it and pay it to the

government.

In the event of returned orders, VAT shall be refunded to

the customer by way of a tax credit note. It is an obligation

of the Ydawi Maker to provide the customers with a valid

Tax Credit Note.

Ydawi shall issue a complaint escalation process and

mediation between Ydawi Makers and the customer to

repair any damaged or faulty goods in the process of

shipping or upon receipt, provided that the damage is not

caused by the customer. However, in the event that the

item is damaged due to the customer’s fault, if the Parties

and customer agree, repairs can be made in exchange for

a fee charged to the customer.

4. Intellectual Property

During the term of this Agreement and following the

termination of this Agreement, Ydawi shall at all times

remain the sole and exclusive holder of all intellectual

property rights to/in all information, media, videos, the

website and all other assets (tangible and intangible)

related to the its business and the Website.

Ydawi Maker is not authorized to:

(i) Use the Ydawi trademark, name or any of our

other intellectual property (or any variations or

misspellings thereof or other term or terms

confusingly similar to any of the foregoing, all of

the foregoing), without Ydawi’s express prior

written permission;

(ii) Change hyperlinks provided by Ydawi;

(iii) Use Ydawi’s intellectual property in a domain or

website name, in any bids for keywords or

Google Ads (or similar programs at other search

engines), in any search engine advertising (paid

or otherwise), in any metatags, Google Ads (or

similar programs at other search engines), key

words, advertising, search terms, code, or

otherwise;

(iv) cause or create or act in any way that causes or

creates or could cause or create any initial interest

confusion over the use of Ydawi’s intellectual

property on the internet or in any search engine

advertising.

Ydawi Maker’s use of Ydawi’s intellectual property in

any manner, other than as expressly permitted hereunder

(in addition to being a breach of this Agreement) shall

constitute unlawful infringement of Ydawi trademarks,

copyrights or other intellectual property rights, and may

subject the Ydawi Maker to claims for damages, such as,

including without limitation, treble damages for knowing

or wilful infringement, and the obligation to pay Ydawi’s

legal fees and costs in connection with any action or

proceeding in which Ydawi seeks to enforce rights under

this agreement or with regard to any of our intellectual

property rights.

Ydawi Maker shall remain the sole and exclusive holder

of all intellectual property rights to/in all their handmade

products sold on the Website. Ydawi is hereby granted a

non-exclusive, perpetual, worldwide, sub-licensable,

royalty-free license to use Ydawi Maker’s content and

intellectual property on the Website for the purposes of

execution of this Agreement and marketing, for the

duration of this Agreement. Moreover, Ydawi is hereby

entitled to store, re-format, and display Ydawi Maker’s

content on the Website in any manner deemed appropriate

by Ydawi. Ydawi Maker agrees to hold harmless Ydawi

for any dispute concerning the use of Ydawi Maker’s

content and intellectual property.

5. Confidentiality

Parties jointly agree that all information including,

without limitation, the terms of this Agreement, business

and financial information, Ydawi and vendor lists, and

pricing and sales information, shall remain strictly

confidential and shall not be utilized for any purpose

outside the terms of this Agreement except and solely to

the extent that any such information is:

(i) Already lawfully known to or

independently developed by the

receiving Party;

(ii) Disclosed in published materials;

(iii) Generally known to the public; or

(iv) Lawfully obtained from any third party

any obligation of confidentiality to the

discloser hereunder.

Notwithstanding the foregoing, each Party is hereby

authorized to deliver the copy of any such information:

(a) To any person pursuant to a valid subpoena

or order issued by any court or administrative

agency of competent jurisdiction,

(b) To its accountants, attorneys, or other agents

on a confidential basis.

6. Severability

If any provision of this Agreement is held invalid or

unenforceable for any reason, the Parties agree that such

invalidity will not affect the validity of the remaining

provisions of this Agreement, and further agree to

substitute for the invalid provision a valid provision,

which most closely approximates the intent and economic

effect of the invalid provision.

7. Payment, Commissions and Records

Ydawi’s commission shall be 15% of each product sold

on the Website or through the Mobile App (hereinafter

called the “Commission”). The Commission will be

charged over the VAT exclusive prices displayed by the

Ydawi Maker on the Website. Ydawi has the right to

increase its commission with notifying Ydawi Maker.

Ydawi shall accept payments online via credit card, debit

cards, PayPal, and Cash on Delivery from customers on

behalf of Ydawi Maker, through the Website’s payment

portal. The Commission shall be deducted and the

remaining amount shall be payable to Ydawi Maker 14

days after each completed, invoiced customer transaction

(hereinafter called “Transaction”). The amount due shall

be released to Ydawi Maker’s account after 14 days,

provided that the Transaction and quality of the product

are not disputed by the customer.

If Parties mutually agree on a payment schedule for

delayed and unpaid fees, charges taxes and Commission

by Ydawi Maker, Ydawi shall designate a new due date

and notify the other Party in writing.

During the term and for a period of two years after

the termination of this Agreement, Parties shall keep their

accounting books and records (including personnel files)

that relate to this Agreement and maintain them in a

manner reasonably consistent with prior practices. On

reasonable notice from a Party, the other Party shall

provide reasonable access to books and records that relate

to this Agreement and allow the requesting Party to make

photocopies, during normal business hours.

If an audit reveals errors or discrepancies in books and

records, Parties shall promptly correct the error or

discrepancy, including refunding any over-payments or

making up any under-payments.

8. Limitation of Liability

Ydawi will not be liable for indirect, special, incidental,

or consequential damages, or any loss of revenue, profits,

or data, arising in connection with this Agreement, even

if Ydawi has been advised of the possibility of such

damages.

9. Representations, Warranties and Indemnity

Ydawi shall be solely responsible for the development,

operation and maintenance of the Website.

Ydawi hereby guarantees that each Transaction on the

Website is valid, genuine, unique and not fraudulent for

generating a Commission as provided in this Agreement.

Ydawi Maker shall defend, indemnify and hold Ydawi

and its subsidiaries and affiliates, and their directors,

officers, employees, agents, shareholders, partners,

members, and other owners harmless against any and all

claims, actions, demands, liabilities, losses, damages,

judgments, settlements, costs, and expenses (including

reasonable attorneys' fees) (any or all of the foregoing

hereinafter referred to as "Losses") insofar as such Losses

(or actions in respect thereof) arise out of or are based on

any claim that Ydawi’s use of the Ydawi Maker

intellectual property and content infringes on any

trademark, trade name, service mark, copyright, license,

intellectual property, or other proprietary right of any

third party, any misrepresentation of a representation or

warranty or breach of a covenant and agreement made by

the Ydawi Maker herein.

Ydawi makes no representation that the operation of the

website will be uninterrupted or error free and will not be

liable for the consequences of any interruptions or errors,

including the tracking of information about customers

during the period of interruption.

Ydawi shall be responsible for notifying Ydawi Maker of

any malfunctioning of the URLs or other problems with

the Website in accordance with the terms of this

Agreement. Ydawi Maker will respond in normal course

to all concerns upon notification.

Ydawi Maker shall not make any representations,

warranties or other statements concerning Ydawi to third

parties. Furthermore, Ydawi Maker acknowledges and

agrees that it has no authority to legally bind Ydawi in

relation to Website users or anyone else and that it has not

been appointed and is not the agent of Ydawi for any

purpose.

Ydawi Maker hereby represents and warrants to Ydawi as

follows:

(i) This Agreement has been duly and validly executed

and delivered by Ydawi Maker and constitutes

legal, valid, and binding obligation, enforceable

against Ydawi Maker in accordance with its terms.

(ii) Ydawi Maker is the sole and exclusive owner of

their products’ intellectual property and the content

on the Website and have the right and power to

grant to Ydawi the license to use its trademarks in

the manner contemplated herein, and such grant

does not and will not breach, conflict with, or

constitute a default under any agreement or other

instrument applicable to Ydawi Maker or binding

upon Ydawi Maker’s assets or properties, or

infringe upon any trademark, trade name, service

mark, copyright, or other proprietary right of any

other person or entity.

(iii) No consent, approval, or authorization of, or

exemption by, or filing with, any governmental

authority or any third party is required to be

obtained or made by Ydawi Maker in connection

with the execution, delivery, and performance of

this Agreement or the taking by Ydawi Maker of

any other action contemplated hereby.

(iv) There is no pending or, to the best of Ydawi

Maker’s knowledge, threatened claim, action, or

proceeding against Ydawi Maker, or any Ydawi

Maker of theirs, with respect to the execution,

delivery, or consummation of this Agreement, or

with respect to the Ydawi Maker’s trademarks, and,

to the best of the Ydawi Maker’s knowledge, there

is no basis for any such claim, action, or proceeding.

(v) During the term of the Agreement, Ydawi Maker

will not include content that is, in Ydawi’s opinion,

unlawful, harmful, threatening, defamatory,

obscene, harassing, racially, ethically, or otherwise

objectionable or are in violation of Ydawi’s terms

and conditions and policies in the Website.

10. Entire Agreement and Amendment

This Agreement sets forth the entire agreement and

understanding between the Parties for the purpose hereof.

Neither of the Parties shall be bound by any prior or

contemporaneous conditions, definitions, warranties,

understandings or representation with respect to such

purpose other than expressly provided herein. Parties can

amend and/or modify this Agreement in writing upon

mutual agreement.

Ydawi may modify any of the terms and conditions

contained in the Website at any time at its sole discretion.

Such modifications shall take effect when posted on the

Website.

11. Binding Effect

This Agreement shall be binding on and inure to the

benefit of the Parties and their heirs, personal

representatives, and permitted successors and assigns.

This Agreement shall not be more strictly interpreted

against any one Party than against any other Party.

12. Notice and Address

All notices, offers, acceptance and any other acts under

this Agreement shall be given in writing and delivered to

the addresses in person, via electronic mail (E-mail), by

receipted delivery, by facsimile delivery or, if mailed,

postage prepaid, by certified mail, return receipt

requested, as follows:

To Ydawi:

In5 tech, Dubai Internet City, Dubai, UAE

Or by e-mail to: info@ydawi.com

To Ydawi Maker, to Ydawi Maker's Emails address registered in the "Maker Application"

13. Assignments

Neither Party may assign, transfer or otherwise dispose of

this Agreement in whole or in part or any of its rights

hereunder to any person, individual, legal entity, firm or

corporation without the prior written consent of the other

Party.

14. Force Majeure

Neither Party shall be liable to the other for the failure or

delay in the performance of any of its obligations under

this Agreement when such failure or delay is due to fire,

flood, strike, riots, wars, embargoes, governmental laws,

orders or regulations, storms or other similar or different

contingencies beyond the reasonable control of the

respective Parties. If, as a result of legislation or

governmental action, any Party or Parties are precluded

from receiving any benefit to which they are entitled

hereunder, the Parties shall review the provisions of this

Agreement so as to try the best possible efforts to restore

the Party or Parties to the same relative positions as

previously obtained hereunder.

15. Term and Termination

The term of this Agreement will begin upon the Effective

Date and will end when terminated by either Party.

Commissions shall be eligible to be earned on

Transactions occurring during the term, and Commission

earned through the date of termination will remain

payable only if the orders for the related Ydawi Maker

products are not cancelled and comply with all terms laid

out in this Agreement.

In the event that Ydawi Maker violates either this

Agreement or Ydawi’s terms and conditions on the

Website, Ydawi Maker shall waive any right to any and

all accrued payments.

Parties can mutually terminate this Agreement. Either

Party may terminate this Agreement if the other party

materially breaches any material term or condition of this

Agreement and fails to remedy the breach within thirty

(30) days following written notice specifying the breach,

or the other Party ceases to conduct business in the normal

course, becomes insolvent or insolvency procedures

commence.

16. Governing Law and Jurisdiction

This Agreement shall be construed and enforced in

accordance with the laws of the United Arab Emirates.

The Courts of the UAE shall have exclusive jurisdiction

to settle any disputes which may arise out of or in

connection with this Agreement.

In WITNESS WHEREOF, the Parties hereby execute

this Agreement upon the Effective Date.