We collect personally identifiable information (e-mail address, name, phone number, etc.) from you when you set up a free account with medixab.com. More detailed information may be required for professionals and corporate organizations that wish to register on our website. Although you will be able to browse some sections of our site without being a registered member, certain activities (such as placing an order) require registration. We do use your contact information to send you offers based on your previous orders and your interests.
We use personal information to provide the services you request. To the extent we use your personal information to market to you, we will allow you to opt out of such uses. We use your personal information to resolve disputes troubleshoot problems; help promote a safe service; collect fees owed measure consumer interest in our products and services, inform you about online and offline offers, products, services, and updates customize your experience detect and protect us against error, fraud, and other criminal activity; enforce our terms and conditions; and as otherwise described to you at the time of collection. In our efforts to continually improve our product and service offerings, we collect and analyze demographic and profile data about our users' activity on our website. We identify and use your IP address to help diagnose problems with our server and to administer our website. Your IP address is also used to help identify you and to gather broad demographic information. We will occasionally ask you to complete optional online surveys. These surveys may ask you for contact and demographic information (like location, local government area, age, or income level). We use this data to tailor your experience at our site, providing you with content that we think you might be interested in--and to display content according to your preferences.
A cookie is a small piece of information stored by a Web server on a Web browser so it can be later read back from that browser. Cookies are useful for enabling the browser to remember information specific to a given user. medixab.com places both permanent and temporary cookies in your computer's hard drive. medixab.com cookies do not contain any of your personally identifiable information.
Our site links to other websites that may collect personally identifiable information about you. medixab.com is not responsible for the privacy practices or the content of those linked websites.
Our site has stringent security measures to protect the loss, misuse, and alteration of the information under our control. Whenever you change or access your account information, we offer the use of a secure server. In addition, once your information is in our possession, we adhere to strict security guidelines, protecting it against unauthorized access
Medixab.com provides all users with the opportunity to opt-out of receiving non-essential (promotional, marketing-related) communications from us on behalf of our partners and from us in general after setting up an account. If you want to remove your contact information from all medixab.com lists and newsletters, please visit http://www.medixab.com/unsubscribe. In the future, you can unsubscribe by clicking the one-click unsubscribe button located at the bottom of every e-mail.
We use third-party advertising companies to serve ads when you visit our website. These companies may use information (not including your name, address, e-mail address, or telephone number) about your visits to this and other websites in order to provide advertisements about goods and services of interest to you.
If you are concerned about your data you have the right to request access to the personal data which we may hold or process about you. You have the right to require us to correct any inaccuracies in your data free of charge. At any stage, you also have the right to ask us to stop using your data for direct marketing purposes.
Questions regarding this statement should be directed to the following address:enquiry@ medixab.com
Seller will maintain parity between the Products it offers through the Seller Site and the Products offered on the Medixab Site by ensuring that at all times: except for in connection with Excluded Offers, the selling 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 users of the Medixab Site as the most favorable terms upon which that Product is offered and/or sold via the Seller Site; 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 Seller Site; and the Content provided by Seller to Medixab Marketplace for the Medixab Site: is of least the same level of quality as the highest quality information displayed or used on the Seller Site; and provides users of the Medixab Site with at least as much product information, images and other content as the information provided on the Seller Site. If Seller becomes aware of any non-compliance with 10.1 above, Seller will promptly notify Medixab Marketplace and compensate adversely affected Customers by approving appropriate refunds to such Customers. Special Offers and PromotionsSeller will notify Medixab Marketplace by email at firstname.lastname@example.org (or through the Seller Portal) of all special offers and promotions (i.e., where Seller discounts an item or items by a certain amount for a certain period of time) offered on the Seller Site. Seller will make special offers and promotions available to Medixab Customers in connection with the Marketplace Program, and will use commercially reasonable efforts to allow Medixab Marketplace to support any such special offer or promotion through the Seller Portal. If Seller makes any Public Promotions generally available to all users of the Seller Site and Medixab Marketplace cannot support such Public Promotion, then Seller will provide an equivalent offer or promotion to Medixab Marketplace Customers to the extent possible. For example, if Seller lists a promotion code on the Seller Site that can be used by any customer for 10% off specific Products or all Products sold on the Seller Site and Medixab Marketplace cannot support the promotion code, Seller will reduce the price of such Product or all Products, as applicable, through the Seller Portal by 10% for the duration of the special offer or promotion on the Seller Site. Seller will work in good faith with Medixab Marketplace to maximize the number of Seller offers and promotions (including equivalent offers and promotions) made available to Medixab Marketplace Customers. Medixab Marketplace may choose, in its sole discretion, not to permit certain special offers or promotions offered by Seller on the Medixab Site (e.g., where Medixab Marketplace cannot support the special offer or promotion) and may request that Seller filter out any such special offers or promotions. Notwithstanding the foregoing, Seller will not be required to make Excluded Offers available to Medixab Marketplace Customers, provided that, if Medixab Marketplace is able to support any Excluded Offer at any time during the Term and desires to do so, it will notify Seller and after receipt of such notification, Seller will make such special offer or promotion available to Medixab Marketplace in connection with the Marketplace Program.
Seller is solely responsible for any non-conformity or defect in, or any public or private recall of Seller’s Products. Medixab Marketplace will have no responsibility or liability for any recalls of Products sold through the Medixab Site. If Products are subject to a recall, Seller is responsible for all matters, costs and expenses associated with such recall, including without limitation, notices and refunds to Customers, contact and reporting of the recall to any governmental agency having jurisdiction over the affected Products, and compliance with all applicable Law with respect to such recall. Seller will promptly remove any recalled Products from the Medixa Site by unpublishing or retiring the Product through the Seller Portal. Seller will notify Medixab Marketplace by e-mail at email@example.com of all Product recalls within 24 hours of becoming aware of the recall. Seller will promptly provide Medixab Marketplace with all information reasonably requested in connection with the recall of any Product.
Medixab will be responsible for providing 1st line telephonic support for Customers; Where the Customer query cannot be resolved by Medixab, Medixab will will escalate the support query to the Seller for 2nd line support and resolution. Seller will always represent itself as a separate entity from Medixab Marketplace and Medixab when providing customer service for its Products sold through the Medixab Site. For the sake of clarity, the Seller shall not be entitled to contact the Customer directly under any circumstances without having first obtained Medixab Marketplace’s prior written consent. Neither Party will disparage the other party or its affiliates or its or their products or services when performing obligations under this Agreement
Seller shall be solely responsible for the adequate maintenance and uptime of all Seller systems that are necessary for the Seller to fulfil Orders and meet its obligations of this Agreement. The Seller shall notify Medixab Marketplace within 1 (one) business hour, of any down-time or related system issues, that may or will have an impact on the Sellers ability to fulfil Orders or otherwise meet its obligations on terms of this Agreement. The Seller will comply with any service levels prescribed by Medixab or Medixab Marketplace from time to time, in connection with Seller’s systems that, directly or indirectly, impacts the Medixab Marketplace systems or the Marketplace Program; and the Seller shall at all times comply with the Order and Customer Service Level Agreement, attached hereto as Annexure B.
Seller will, within a reasonable period of time, not to exceed thirty (30) days, following request from Medixab Marketplace, make commercially reasonable efforts to provide Medixab Marketplace with any reports, information or other documentation relating to Seller’s compliance with this Agreement and applicable Law reasonably requested by Medixab Marketplace; provided, however, that in the event Medixab Marketplace requests that Seller provide Medixab Marketplace with copies of reports that Seller was required to file with any regulatory agency, Seller will provide such reports within seven (7) days of Medixab Marketplace written request. Audit Rights Seller will keep accurate and complete books, records and accounts related to Marketplace Program transactions and this Agreement, and will allow Medixab Marketplace, or its duly authorized representative, the right, upon not less than five (5) business days prior written notice, during the Term of this Agreement and for two (2) years after its termination or expiration, to conduct, during regular business hours, full and independent audits and investigations of all information, books, records and accounts reasonably required by Medixab Marketplace to confirm Seller’s compliance with the terms of this Agreement and applicable Law. Certifications Upon Medixab Marketplace’s request, Seller will provide Medixab Marketplace with written certification from an officer of Seller stating that Seller has complied with any of Seller’s obligations under this Agreement, including, for example and without limitation, compliance with SLAs, consumer product safety laws, authenticity of Products, or restrictions on use of Transaction Information.
Each Party hereby represents and warrants to the other Party the following: Authority The Party is a duly organized, validly existing and in good standing under the laws of the state where such Party was organized and the Party 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 the Party.
No Conflicts Neither the execution and delivery of this Agreement by the Party nor the consummation of the transactions contemplated hereby will violate or conflict with any obligation, contract or license of such Party which could reasonably be expected to interfere with the consummation of the transactions contemplated hereby. Seller hereby represents and warrants to Medixab Marketplace the following: Power and Authority Seller has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances and to sell the Products. Compliance with Laws Seller and all of its employees, subcontractors, agents and suppliers will comply with all applicable Law, as may be amended from time to time, in performing any of its obligations or exercising any of its rights under or related to this Agreement. All Products (including all packaging) and Content will comply with applicable Law. The production, manufacturing, offer, sale, shipping and delivery of all Products will comply with all applicable Law. Products will not be produced or manufactured by child labor or convict or forced labor.
Principal Place of Business Seller’s principal place of business is in Nigeria and Seller will not conduct any operations relating to this Agreement from outside Nigeria. Content All Content will be truthful and accurate. Content will not: be misleading or deceptive be defamatory, libelous, threatening or harassing; infringe upon or violate any Intellectual Property Rights or other right of any third party; promote or depict gratuitous violence, the use of alcohol, tobacco or illegal substances or adult-oriented content; or reflectunfavorably on Medixab Marketplace, its Aflliates, or the Medixab Site or be the type of content that could otherwise reasonably adversely impact or damage the reputation or public image of Medixab Marketplace or its Affiliates. Seller will not use the Content to redirect Medixab Marketplace Customers to any other sales channels.
Products Seller will only offer Products for sale on the Medixab Site that may be sold and shipped throughout Nigeria. Seller will not offer for sale any Products through the Medixab Site that Medixab Marketplace indicates as prohibited, including without limitation, the Prohibited Products attached hereto as Annexure A. The list of Prohibited Products may be updated by Medixab Marketplace from time to time and Medixab Marketplace will notify Seller of such updates by email and/or through the Seller Portal. Personnel All Seller personnel will be properly registered, documented, licensed and/or certified in accordance with applicable Law. Ongoing Warranties Except as otherwise expressly provided herein, the representations and warranties made in this Agreement are continuous in nature and will be deemed to have been given by Seller at the execution of this Agreement and each stage of performance of this Agreement.
MEDIXAB has the sole right to determine the content, appearance, design, functionality and all other aspects of the Medixab Site, including, without limitation, all content provided in connection with the sale of Products sold by Seller through the Medixab Site. Medixab Marketplace intends to use one set of content for each item sold through the Medixab Site. Medixab Marketplace may suspend any Product listing or display of Content or refuse to list any Products in its sole discretion and Medixab Marketplace may require Seller to exclude any Products from the Medixab Site. If medixab Marketplace requests that Seller remove Products from the Medixab Site, Seller will make commercially reasonable efforts to remove those Products by unpublishing or retiring such Products through the Seller Portal within twenty four (24) hours of such request so such Products no longer appear for sale on the Medixab Site and Seller will not include such removed Products on the Medixab Site at any time unless the inclusion of such Products is specifically authorized by Medixab Marketplace in writing. Medixab Marketplace will have sole control of any marketing of: any products on the Medixab Site, including without limitation, Seller’s Products; and the Marketplace Program.
Medixab Marketplace may use mechanisms that rate or review, or allow shoppers to rate or review, Seller’s Products and Seller’s performance as a seller and Medixab Marketplace may make these ratings publicly available. Medixab Marketplace will have no liability to Seller for the content or accuracy of any ratings or reviews. Seller will have no ownership interest in or license to use any rating or reviews posted on the Medixab Site
If Seller or any of Seller’s Aflliates or agents elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to Medixab Marketplace in connection with or related to any Medixab Site or The Marketplace Program (including any related technology), Medixab Marketplace will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to protect Medixab Marketplace’s systems and customers, or to ensure the integrity and operation of Medixab Marketplace’s business and systems, Medixab Marketplace may access and disclose any information Medixab Marketplace considers necessary or appropriate, including but not limited to user contact details, IP addresses and traflc information, usage history, and posted content.
Both Parties acknowledge that either Party may receive (the “Receiving Party”) Confidential Information from the other Party (the “Disclosing Party”) during the term of this Agreement, 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 will: use the Disclosing Party’s Confidential Information only to perform its obligations and exercise rights under this Agreement; and disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s personnel, contractors and affiliates that: have a need to know the information to assist the Receiving Party with fulfilling obligations under this Agreement; and have agreed to keep the information confidential in accordance with the terms set forth herein. The Receiving Party will 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. The obligation of confidentiality will continue for three (3) years from the expiration or termination of this Agreement; provided, however, the Receiving Party will continue to keep confidential: any PII at all times and as required by this Agreement and any applicable Law; any trade secrets of the Disclosing Party; and the terms of this Agreement. Seller agrees that Medixab Marketplace may share Seller’s Confidential Information with its Aflliates for internal use only. Exceptions The obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate: was in its possession at the time of disclosure and without restriction as to confidentiality; 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; 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 is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party. 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: give the Disclosing Party, to the extent possible, advance notice prior to disclosure; and limit the disclosure to minimum amount that is legally required to be disclosed.
This Agreement will apply to the Seller from the moment of registration on or use of the Seller Portal and/or the Medixab Marketplace Program, and shall continue to apply for so long as the Seller remains part of the Marketplace Program; Seller acknowledges and agrees that Medixab Marketplace may amend and/or replace this Agreement at any time in its sole discretion, and by logging onto the Seller Portal, the Seller shall automatically be bound by the latest Agreement.
Termination for Convenience Either Party may terminate this Agreement for any reason by giving 48 (forty eight) hours prior written notice to the other Party.
Post-Termination Obligations Seller will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to: Fulfil all Orders that have been accepted but not yet delivered; provide customer service to Customers who purchased Products on the Medixab Site; pay any invoices delivered by Medixab Marketplace in connection with the Agreement; notify Medixab Marketplace and Customers of any recalls of its Products; remit any taxes collected to the proper jurisdiction(s); and immediately notify Medixab Marketplace of any security breach that allows a third party to view or access or otherwise compromises any Transaction Information. Medixab Marketplace will pay Seller the Seller Share attributable to Orders placed by Customers prior to the termination of the Agreement in accordance with the payment terms set forth in this Agreement. Survival The provisions of this Agreement which by their nature are intended to survive termination of the Agreement will survive its termination.
Seller will defend, indemnify and hold harmless Medixab Marketplace and its Aflliates and each of their respective stockholders, successors, assigns, oflcers, directors, employees, agents, representatives (each an “Indemnitee”) from and against any and all Losses arising out of or related to any third party Claims asserted against, imposed upon or incurred by an Indemnitee due to, arising out of or relating to: an actual or alleged breach by Seller of this Agreement; the Seller Site and other sales channels, the Content or the Products (including, without limitation, the offer, sale, refund, or return of Products) or any violation of Law with respect to the foregoing (including but not limited to the Consumer Protection Act, 2008), or any actual or alleged infringement of any Intellectual Property Right by any of the foregoing, or personal injury, death or property damage related thereto or arising therefrom; and any and all income, sales, use, ad valorem, and other taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the sale of the Products on the Medixab Site, specifically excluding, however, any such taxes related to Medixab Marketplace’s net income. Procedure for Indemnification Upon receipt of notice, from whatever source, of Claims against Medixab Marketplace for which Seller is obligated to indemnify Medixab Marketplace, Seller immediately will take necessary and appropriate action to protect Medixab Marketplace’s interests with regard to the Claims. Medixab Marketplace will notify Seller of the assertion, filing or service of any Claims of which Medixab Marketplace has knowledge, as soon as is reasonably practicable. Seller will use counsel reasonably satisfactory to Medixab Marketplace to defend each Claim. Conflict Notwithstanding the foregoing, however, if Medixab Marketplace reasonably determines that there may be a conflict between its position and that of Seller in connection with the defense of a Claim or that there may be legal defenses available to Medixab Marketplace different from or in addition to those available to Seller, then, at Seller’s expense, counsel for Medixab Marketplace will be entitled to conduct a defense to the extent Medixab Marketplace reasonably determines necessary to protect the interest of Medixab Marketplace. If medixab Marketplace, in its sole discretion, determines that the counsel provided by Seller to defend Medixab Marketplace is unacceptable or that a conflict of interest exists between Medixab Marketplace and counsel, Medixab Marketplace may request that Seller replace the counsel. If Seller fails to timely replace counsel, Medixab Marketplace may replace the counsel and, as part of Seller’s indemnification obligation to Medixab Marketplace, Seller will pay to the new counsel, or reimburse Medixab Marketplace, any and all fees and expenses as to the new counsel, including any and all expenses or costs to change counsel. Settlement Seller, in the defense of any Claim, will not, except with the prior written consent of Medixab Marketplace, consent to entry of any judgment or enter into any settlement with respect to such Claim.
NEITHER Medbridge Health Choice Ltd, Medixab MARKETPLACE, NOR ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, THAT THE MEDIXAB SITE, THE MARKETPLACE PROGRAM, ANY SELLER PORTAL, SERVICES PROVIDED BY MEDIXAB MARKETPLACE OR ANY SERVICE PROVIDER, OR SOFTWARE USED TO PROVIDE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE OR ERROR-FREE, AND SELLER AGREES THAT MEDIXAB MARKETPLACE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING WITHOUT LIMITATION, SYSTEM OR SOFTWARE FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. NEITHER MEDIXAB, MEDIXAB MARKETPLACE NOR ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO SELLER WITH RESPECT TO THE SALE OF SELLER’S PRODUCTS THROUGH THE MAKRO SITE PURSUANT TO THIS AGREEMENT, AND ALL SUCH SERVICES PROVIDED BY MEDIXAB MARKETPLACE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. MEDIXAB MARKETPLACE AND ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND THOSE IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
IN NO EVENT SHALL MAKRO OR MAKRO MARKETPLACE BE LIABLE TO SELLER OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF DATA; EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE; OR FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER MAKRO MARKETPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL MEDIXAB MARKETPLACE’S AGGREGATE LIABILITY TO SELLER OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL REFERRAL FEES PAID BY SELLER TO MEDIXAB MARKETPLACE PURSUANT TO THIS AGREEMENT DURING THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Seller will maintain, at Seller’s expense, commercial general, umbrella and/or excess liability in the aggregate covering liabilities caused by or occurring in connection with this Agreement or Seller’s business (including without limitation, product, completed operations, hijacking, overturning and bodily injury), or as otherwise required by Medixab Marketplace from time to time. All such policies will be occurrence based, will include Medixab Marketplace as an additional insured, and will contain a waiver of subrogation. The Seller acknowledges that it shall retain all risk in and to the Products until the Products have been delivered with a proof of delivery signed by the Customer. Ownership in and to the Products shall pass to the Customer when the Products have been delivered with a proof of delivery signed by the Customer.
The Parties mutually acknowledge and agree that this Agreement will be construed and enforced in accordance with the Laws of the Federal Republic of Nigeria and without regard to any conflict of law provisions. Parties agree that in any dispute arising from or related to this Agreement, shall be subject to the exclusive arbitration in Nigeria. The Parties mutually acknowledge and agree that they will not raise in connection therewith, and hereby waive, any defenses based upon venue, inconvenience of forum or lack of personal jurisdiction in any action or suit brought in accordance with the foregoing. The Parties acknowledge that they have read and understand this Section and agree voluntarily to its terms.
Assignment. Seller may not assign (including, without limitation, by way of merger, consolidation or sale of all or substantially all of Seller’s stock or assets) this Agreement, or any of its respective rights or obligations hereunder, without the prior written consent of Medixab Marketplace. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of, the Parties and their respective successors and permitted assigns. Any assignment or assumption without Medixab Marketplace’s prior written consent will be null and void. Integrated Agreement. This Agreement, including all Annexures and policies referenced herein, constitutes the complete integrated agreement between the Parties concerning the subject matter hereof. All prior and contemporaneous agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded in their entirety. Amendments. Medixab Marketplace may amend the terms of this Agreement (including without limitation, any Annexures hereto) from time to time and will either post such amendments to the Seller Portal (“Amendment Notice”). If Seller objects to any amendment to the terms of this Agreement (including any Annexure hereto), Seller should terminate this Agreement IF SELLER CONTINUES TO PARTICIPATE IN THE MARKETPLACE PROGRAM AFTER THE EFFECTIVE DATE OF ANY AMENDMENT, SELLER WILL BE DEEMED TO HAVE AGREED TO AND ACCEPTED ANY MODIFICATIONS SET FORTH IN THE AMENDMENT. Waiver. No waiver of any of the provisions of this Agreement will constitute a continuing waiver unless otherwise expressly so provided in writing. The failure of either Party to enforce at any time any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions. Severability. If any provision of this Agreement is found by a court to be invalid, void or unenforceable, the Parties agree that the remaining provisions of this Agreement will not be affected thereby, and that this Agreement will in any event otherwise remain valid and enforceable. Where any provision of this Agreement constitutes a provision in favour of Medixab, such provision shall constitute a stiplulatioalteri capable of acceptance by Medixab at any time. Independent Contractors. Medixab Marketplace and Seller are acting hereunder as independent contractors. Seller will not be considered or deemed to be an agent, employee, joint venture or partner of Medixab Marketplace. Seller’s personnel will not be considered employees of Medixab Marketplace, will not be entitled to any benefits that Medixab Marketplace grants its employees and will have no authority to act or purport to act on Medixab Marketplace’s behalf. If any federal, state or local government agency, any court or any other applicable entity determines that any such personnel of Seller is an employee of Medixab Marketplace for any purpose, Seller will indemnify, defend and hold harmless Medixab Marketplace, its Aflliates, oflcers, directors, employees and agents from all liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) associated with such determination. Seller will remain primarily liable for Seller’s obligations performed by any third party and for any act or omission of any such third party. Publicity. Except as specifically provided herein, neither Party will use the name, logo, trademarks or trade names of the other Party or otherwise, directly or indirectly, refer to the other party in publicity releases, promotional material, customer lists, advertising, marketing or business generating efforts, whether written or oral, without obtaining such Party’s prior written consent. Notwithstanding the foregoing, Medixab Marketplace will have the right to refer to Seller as a participant in the Marketplace Program in marketing and promoting the Marketplace Program. Nonexclusive. Each Party acknowledges and agrees that the rights granted to the other Party in this Agreement are nonexclusive and that without limiting the generality of the foregoing, nothing in this Agreement will be deemed or construed to prohibit either Party from participating in similar business arrangements as those described herein. Force Majeure. Notwithstanding the other provisions of this Agreement, if either Party is in good faith prevented from performing its obligations under this Agreement because of an unexpected extraordinary event beyond the control of the Party concerned, including without limitation, war (declared or undeclared), acts of god, terrorism, earthquake, accident, explosion, fire or flood, such Party will promptly notify the other Party, and while so affected, the affected Party will be relieved from performing its obligations provided that, the Party affected will take all reasonable steps to promptly remedy the cause of such delay or failure if it is in its power to do so. Seller Portal Seller is solely responsible for maintaining the security of its password for any Seller Portal and for all action taken in connection with its account. If Seller has knowledge or suspects that its password has been compromised, Seller will immediately notify Medixab Marketplace and fully cooperate with Medixab Marketplace in investigating and preventing any further breach to Medixab Marketplace’s systems. Medixab Marketplace shall not be liable to the Seller for any Losses it may suffer as a result of the Seller Portal being unavailable for any reason. ANNEXURE A LIST OF PROHIBITED PRODUCTS “Prohibited Products” means: 1. cigars, cigarettes, or other tobacco products; 2. guns intended to provide lethal force (and related gun parts, kits and ammunition); mace, black powder and other explosives; disguised, undetectable or switchblade knives; martial arts weapons; or BB guns, stun guns, paintball guns, or airsoft guns; 3. used, remanufactured, reconditioned or refurbished products; 4. stolen, counterfeit, misbranded or illegal products; 5. products that have been recalled; 6. products that violate applicable Law; 7. products that violate or infringe upon any Intellectual Property Right or other third party right; 8. products that contain material that is obscene, or offensive; 9. products containing viruses, Trojan horse, spyware or malicious code; 10. loose gemstone products; 11. any product for which Seller is not an “authorized reseller” (as designated by the product’s manufacturer or distributor), or does not provide to Customers the manufacturer’s standard warranty therefor; 12. baby bottles that are not BPA-free; 13. prepaid access products (whether issued in the form of a card, electronic PIN or other device) that provide access to funds (or the value of funds) that have been paid in advance and can be retrieved in the future, including without limitation, gift cards, prepaid phones, or prepaid minutes; 14. specific products or brand names that may not be sold on the Medixab Site as are indicated by Medixab Marketplace to Seller separately in writing (which in this case may include email or through any Seller Portal); and 15. any other types of products that in Medixab Marketplace’s discretion are not appropriate for sale on the Medixab Site as indicated by Medixab Marketplace to Seller separately in writing; provided that a Prohibited Product will cease to be a Prohibited Product when Medixab Marketplace informs Seller of such change. ANNEXURE B ORDER AND CUSTOMER SERVICE LEVEL AGREEMENT Medixab Marketplace is committed to customer service. Sellers participating in the Marketplace Program will endeavour to meet the following service levels: Seller will maintain an On-Time Ship Standard of at least 99%. Seller will ensure that the correct Product is delivered to the correct Customer at a rate of 99.5% of all Products shipped. Seller will maintain inventory to fulfill Customer Orders that result in a cancel rate (excluding Customer requested cancellations) of 1.5% or less; Returns due to damaged or defective Products shall not exceed 3% of Sales Proceeds for Products sold on the Medixab Site. Seller shall limit emergency updates related to product information through any Seller Portal to a rate no greater than .03% of its entire SKU count in Medixab Marketplace’s catalogue per month; provided, however, that Medixab Marketplace makes no guarantee that all requests will be granted. Medixab Marketplace will assess each emergency request on a case by case basis and make updates in situations Medixab Marketplace deems critical. Ninety-day Seller ratings shall, on average, remain above a seller rating of 90% positive. Seller will within one (1) hour of receipt on a 24/7 basis, confirm every Order file received by Medixab Marketplace on the Seller Portal. Seller will, within four (4) hours of receipt on a 24/7 basis, confirm every order line within every Order file received by Medixab Marketplace on the Seller Portal. Seller will provide Medixab Marketplace with electronic notice, on the Seller Portal, confirming shipment of each Product shipped and the corresponding shipment tracking information (if available) within four (4) hours of the Product/Order actually shipping so that Medixab Marketplace may notify the Customer and allow the Customer to track the shipment of Products. Seller will send a refund request to Medixab Marketplace through the data feed specified by Medixab Marketplace, and on the Seller Portal, within 24 hours of receiving a Customer refund or adjustment request, unless Seller has refused to accept a Product for return for any reason. Ninety percent (90%) of emails received from Medixab Marketplace shall be answered by Seller within twenty four (24) hours of receipt. Medixab Marketplace may, at its discretion, work with a Seller to remedy any failure of a service level or performance issue under this Annexure B; provided, however, that no waiver by Medixab Marketplace of any provision of this Annexure B may be deemed or constitute a waiver of any provision of this Agreement, whether or not similar, nor may the waiver constitute a continuing waiver by Medixab Marketplace unless otherwise expressly so provided in writing. The failure of Medixab Marketplace to require at any time performance by Seller of any of the provisions herein, may in no way be construed to be a present or future waiver of provisions or in any way affect the ability of Medixab Marketplace to enforce each and every provision after such event.
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