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Vendor Agreement

This Vendor Agreement is between third parties (“you”) and GetItHereZW (“us” or “we”) (the “Agreement”) and it sets out the terms for listing your Product(s) and Service(s) on the GetItHereZW Site.

  1. Revenue Sharing.

We will pay you:

For Products you list with us the selling price paid by the buyer, less Admin Commission as set out in the Commissions Schedule document. Seller is responsible for paying GetItHereZW the commission amount of each transaction that is collected directly by the seller from the customer.

For Services you advertise with us nothing; the seller pays only the advertising fee per month.

  • We will pay you the Seller Revenue on a weekly basis within 7 days of the end of each calendar week for which products’ selling price is received by us, after deductions for refunds and subject to our minimum payout threshold amount of US$10.
  • To the extent a refund or reversal occurs after payment has been made to you, we will deduct the applicable amounts from your future sales or, if necessary, clawback amounts from previous payments made to you.
  • You are responsible for paying any taxes due on your income.

GetItHereZW shall process Customer Orders on behalf of Seller and collect all amounts due for Products that Customers order from Seller through GetItHereZW. After processing a Customer Order, GetItHereZW shall email Seller notice of the Customer Order at the email address that Seller identified in the GetItHereZW Portal. If GetItHereZW believes a transaction is erroneous, duplicate, contrary to a GetItHereZW Policy, or fraudulent, it may stop, cancel, or prohibit the transaction.

Seller hereby appoints GetItHereZW as an agent of Seller for the sole and express purpose of receiving payments from Customers for Seller’s Products sold on GetItHereZW Site. As between Seller and a Customer who purchases Products from Seller, GetItHereZW’s receipt of funds from the Customer will be deemed the receipt of funds by Seller. GetItHereZW shall transfer the amount GetItHereZW collected from the Customer, less any amounts Seller owes to GetItHereZW, to Seller using the processes and under the timing set forth in the Policies. GetItHereZW will pay the Seller in the mode of payment used by the buyer.

  • Seller is responsible for:
  1. determining whether Seller Taxes apply to a Customer Order.
  2. collecting, reporting, and remitting the correct Seller Taxes to the appropriate tax authorities.
  3. reviewing, determining, and maintaining the correct product tax codes, calculation settings, and all related information for Products; and
  4. reviewing all tax-exempt transactions.
  • GetItHereZW is not responsible for:
  1. determining whether Seller Taxes apply to a Customer Order.
  2. collecting, reporting, or remitting Seller Taxes to any tax authority (except as required by Applicable Law to do so).
  3. Seller’s use of or reliance on tax data or services provided by GetItHereZW or Tax Services, or for providing tax advice to Seller.
  4. calculating, reporting, collecting, or paying any product-based excise taxes or any fees or surcharges.
  5. providing support for tax exemptions based upon the identity of any individual, corporation or other entity, or the intended use of a product by any individual, corporation, or other entity.
  1. Marketplace Guidelines.

For all Products you list on the GetItHereZW Site, you agree:

  • to develop and provide ongoing maintenance, updates, and complete support for the Products,
  • to maintain your Product Page (defined in Section 4 below)  and vendor page and provide accurate and complete information (including a description of the Products and contact information for customers to contact you for support),
  • to not use the word “official” when describing the Product (defined in Section 4 below),
  • to not display any link that leads to a third-party site on either your Product Page or your vendor page on the GetItHereZW Site,
  • to not subvert or override GetItHereZW marketplace connections in core — for example, extensions cannot create branded top-level menu items or introduce their own telemetry,
  • to not promote products not on the GetItHereZW marketplace in your Product,
  • to use core features, as much as possible,
  • to use GetItHereZW support systems,
  • to keep your contact information current,
  • to follow our Service Requirements (as described below),
  • that, for as long as this Agreement is in effect, we have exclusive rights to sell the Products, and you agree not to offer the Products for sale on any other site, without our approval, 
  • to set fair pricing on the Product, taking into consideration our pricing recommendations and subject to certain minimum pricing we provide, and
  • to provide us with written documentation on how the Product(s) work.

Our “Service Requirements” are as follows:

  • You will provide clear and conspicuous notice to potential and existing customers of your Products of any terms and conditions set by you, or by any service with which your Product integrates, that are required to use the Products (“Service Terms”). These will include any terms applicable to auto-renewing payments for subscription services.
  • You will comply with GetItHereZW’s Policies and Procedures and ensure that the Service Terms do not violate these Policies and Procedures.
  • You will develop, operate, support, and distribute the Products in accordance with the Service Terms.
  • You will ensure the Products comply with all applicable laws.
  • You will make commercially reasonable efforts to utilize secure software design and testing procedures in connection with the Products. You will implement administrative, technical and physical safeguards (“Safeguards”) to protect end-user data processed via the Product against unauthorized access, use, and disclosure. You will ensure the Safeguards meet industry standards and best practices and will regularly review the adequacy of the Safeguards to address evolving threats and vulnerabilities. We reserve the right to review the source code of the Products to confirm the Products comply with applicable GetItHereZW Policies and Procedures, and do not contain malware, viruses, security vulnerabilities, or other harmful code.
  • You will provide all notices, and obtain all consents, required under applicable law in connection with your collection, use, and sharing of any personally identifiable information collected by you via the Product. You will only collect, use and disclose end-user data in accordance with all applicable laws and your privacy policies. You will ensure the Product and/Service complies with all applicable laws, all applicable payment card and payment association rules (including requirements of the relevant authorities, where applicable), and all other third-party rules applicable to payment methods accepted via the Product.
  • When Seller receives notice of a Customer Order from GetItHereZW, Seller shall fulfill the Customer Order in compliance with this agreement and make the Purchased Products available for pick up by a GetItHereZW carrier, if so wishes, or deliver to our Fulfilment Center (48 Lanark Road) within 24 hours (excluding weekends) for delivery to the Customer. Seller shall ship Purchased Products within the time specified above and shall promptly upload tracking numbers for each shipment to the GetItHereZW Portal. Seller shall not substitute any Product for the Purchased Products. Seller shall not include any marketing or promotional materials, or any other solicitations with the Purchased Products shipped to Customers. Title to and risk of loss of or damage to the Purchased Products will remain with Seller until delivery to the Customer. GetItHereZW will not have title to or be deemed the legal owner of, any Products.
  • GetItHereZW may cancel any Customer Order that Seller does not ship within the shipping period specified in the Policies. GetItHereZW is not required to compensate Seller for any such canceled order. It is the Seller’s responsibility to monitor all orders and ensure all shipments are made within the timeframes specified in the Policies.
  • GetItHereZW accepts all customer returns. Seller is required to accept a customer return Seller shall return to GetItHereZW all amounts GetItHereZW transferred to Seller for that Customer Order. Seller shall reimburse GetItHereZW for any shipping or processing costs, and any other losses, expenses, or liabilities GetItHereZW incurred in accepting the return and delivering it to Seller. If Seller accepts a customer return and notifies GetItHereZW of the return, GetItHereZW may refund Seller a portion of GetItHereZW’s commission on that Customer Order as set forth in the Policies.
  • Seller shall immediately notify GetItHereZW of any recall affecting a Product and shall immediately remove the Product Listing or its offers for sale posted to the Product Listing for that Product from GetItHereZW Seller is responsible for all defective or recalled Products, including any losses, expenses, or liabilities related to recalls of its Products, and will bear all losses, expenses, or liabilities related to notifying Customers of and handling recalls of its Products.
  • Seller shall handle all customer service issues related to Seller’s Products. GetItHereZW is not responsible for handling customer service issues related to Seller’s Products, and GetItHereZW may direct Customers who contact it with service issues related to Products to contact Seller using the contact information Seller has provided in the GetItHereZW If Seller does not handle a customer service issue or a request from GetItHereZW to handle that issue, GetItHereZW may take any actions necessary to ensure Seller’s compliance, and GetItHereZW will not be liable to Seller for any results of those actions. If Seller does not handle a customer service issue to GetItHereZW’s satisfaction, GetItHereZW may contact the Customer and take any action to resolve the issue.
  • GetItHereZW may charge Seller for losses, expenses, or liabilities GetItHereZW incurs related to Customer disputes related to Seller’s marketplace transactions or Products (“Chargebacks”). If GetItHereZW wants to charge Seller for a Chargeback, it will send Seller a notice of that Chargeback. If GetItHereZW sends Seller a Chargeback notice, Seller will respond and will provide GetItHereZW any information requested in the Chargeback notice within five (5) business days of receiving the notice. If Seller does not respond to the Chargeback notice to GetItHereZW’s satisfaction, GetItHereZW may charge Seller for the Chargeback, and Seller will reimburse GetItHereZW for the Chargeback. Seller will not be responsible for Chargebacks due to:
  1. theft or unauthorized use of a customer’s payment card information for which GetItHereZW is responsible (except to the extent that theft or unauthorized use is attributable to Seller); or
  2. GetItHereZW’s failure to send Seller a notice of Customer Order.
  • GetItHereZW may ask Customers to rate or provide comments regarding the Seller or the Products and may post any resulting ratings or comments on the GetItHereZW Site for public display.
  • Seller shall pay GetItHereZW the monthly subscription fees specified on the Seller Information Page for access to the GetItHereZW Site (the “Monthly Subscription Fee”). GetItHereZW may change the Monthly Subscription Fee by posting the new fee on the Seller Information Page, and any revised Monthly Subscription Fee will be effective from the date it is posted. Seller’s failure to pay the Monthly Subscription Fee constitutes a material breach of this agreement and the Seller account will be suspended.
  • Upon GetItHereZW’s demand, Seller shall promptly pay any amounts it owes GetItHereZW. Seller hereby authorizes GetItHereZW to use any of the following methods for obtaining payment of amounts Seller owes GetItHereZW:
  1. recouping or setting-off any payments GetItHereZW owes to Seller by any amount Seller owes to GetItHereZW.
  2. reversing any credits to Seller’s Account.
  3. Deducting amounts owed to GetItHereZW from any Seller Holdback Funds GetItHereZW requires.
  4. charging Seller’s credit card, or deducting funds from Seller’s bank account; or
  5. seeking payment from Seller by any other lawful means.

Please remember that failure to follow our Service Requirements or provide adequate support may result in low support ratings, less prominent product exposure, low sales, billing disputes, and removal of Products from the GetItHereZW Site. We reserve the right to withhold revenue at any time if you do not comply with the terms of this Agreement and do not reply to our attempts to resolve an issue.

  1. Removal of Products.
  • While we do not take on an obligation to monitor the Products or their content, we reserve the right to suspend or remove a Product, or to remove any seller’s account from the GetItHereZW Site, at any time at our discretion. We will give you 1 days’ notice before we remove a Product, but we may suspend a Product immediately for the reasons listed in A-E below. Once suspended, a Product will not be available for purchase or renewal until/unless the issue is resolved.
  • Suspending a Product temporarily or removing a Product from future distribution does not affect the rights of active customers with an existing, active subscription.
  • Your requests to remove a Product will require our consent, which will not be unreasonably withheld but will consider the best course of action to ensure continuity of service to our customers.
  • If we remove a Product for any of the following reasons, as determined in our sole discretion, you will be required to continue to provide support to active customers until the subscription term for that Product is due for renewal or refund purchases of customers who purchased the Product within the past year, as we reasonably determine:
    1. the Product or any portion thereof infringes or misappropriates any third party’s intellectual property rights or any other rights of any third party and you are not able to develop a workaround or obtain a license so that the Product is non-infringing within a period of 14 days.
    2. the Product or any portion thereof violates any applicable law or is subject to an injunction.
    3. the Product or any portion thereof violates GetItHereZW’s Policies and Procedures or GetItHereZW’s brand guidelines
    4. the Product or any portion thereof poses a risk of damaging GetItHereZW’s or any third party’s software or systems or is deemed by us to have a virus or be malware or spyware.
    5. the Product or any portion thereof violates the terms of this Agreement.
    6. the Product receives legitimate low Product ratings or support ratings or is not being adequately supported by you.
    7. the Product becomes redundant due to a feature being rolled into GetItHereZW’s core platform; or
    8. in response to your request to terminate this Agreement or remove the Product.
    9. Our obligations.

For the Products you list on the GetItHereZW Site, we:

  • will conduct marketing and promotional activities using commercially reasonable efforts,
  • will implement a system to provide product and support rankings (based on customer reviews and ratings) with rules to promote fairness and accuracy, and
  • will host your product page and documentation on the GetItHereZW Site (“Product Page”) and determine the functionality and design.
  • will host your vendor page and documentation on the GetItHereZW Site (“Vendor Page”) and determine the functionality and design.
  1. Intellectual Property and Ownership.
  • Each Party owns its own trademarks, trade names, service marks, logos, designs and other distinctive brand features (“Brand Features”) and any intellectual property not explicitly transferred or licensed to the other Party under this Agreement.
  • Each Party grants the other Party a non-exclusive, non-transferable license to use its Brand Features solely with respect to any promotional activities that directly relate to the promotion and sale of the Products. You agree to follow the GetItHereZW brand guidelines when using our Brand Features.
  • You agree that all Products and updates you list on the GetItHereZW Site shall be licensed under GPLv3 (or later) (https://www.gnu.org/licenses/gpl-3.0.html) (the “Applicable License”) and shall be freely usable and shareable by any person on the terms of such license. You will retain the right to be referenced should any person use or modify the code or commercially exploit the Products and updates.
  • For as long as this Agreement is in effect, we have exclusive rights to sell the Product(s) and you agree not to offer the Products for sale on any other site, without approval from us.
  • In the event this Agreement is terminated, or a Product is removed from the GetItHereZW Site, (i) both Parties will continue to have rights to the then-existing documentation for the Product(s), (ii) we will retain rights to the name of the Product, and (iii) you must remove any derivative or variation of “GetItHereZW” from the name of the Product(s) unless you obtain our consent.
  • We own all customer information gathered because of each sale of a Product, and any resources generated by GetItHereZW to facilitate sales or support of the Product(s).
  1. Selling a Product.

If you want to sell a Product outside of the GetItHereZW site, you must immediately remove the product listing on the GetItHereZW site to avoid double selling. On receipt of a purchase notice for a product which the seller does not have, for a period of 30 days, we will have the right to ban from GetItHereZW all the seller’s products in addition to a fine that is determined by us. We strongly advise sellers to keep all stock up to date on the GetItHereZW site to avoid selling what they do not have and the penalties that follow.

  1. Term and Termination.
  • This Agreement will continue indefinitely until terminated by us or you (the “Term”).
  • Either party can terminate this Agreement upon 30 days’ written notice to the other Party for any reason.
  • We may terminate this Agreement with immediate effect if you breach any warranty, representation, or material provision of this Agreement, including your obligations to provide support to customers. We will make a good faith effort to give you an opportunity to remedy certain breaches before terminating this Agreement while considering the best course of action to ensure continuity of service to our customers. In such instances, we reserve the right to suspend payments to you until the breach is remedied.
  • Upon termination:
    • we can either:
      1. fork the Product(s) under the Applicable License and continue to sell them, with rights to (x) all revenue generated on the GetItHereZW Site (including from subscription renewals), (y) the then-existing documentation, and (z) the Product name, and provide updates and support to customers (on our own or through a partnership with a third party), or
      2. remove the Product(s) from future distribution under the terms set forth in Section 3; and
    • you can sell the Product(s) outside of the GetItHereZW Site, but you must remove any derivative or variation of “GetItHereZW” from the name of the Product(s) unless you obtain our consent.
  1. Non-exclusive Products
  • Notwithstanding Section 5 of this Agreement, upon removal of your Product from the GetItHereZW Site, we agree that you retain rights to the name of the Product unless the removal of the Product is due to any of the circumstances set forth in Section 3(A)-(F) of the Agreement.
  1. Warranty.

You represent and warrant that the Products and Services do not (i) infringe or misappropriate the intellectual property of any third party, (ii) violate any applicable laws, or (iii) contain any malware, viruses, Trojan horses, or other malicious code.

Except as expressly set forth in this Agreement, each Party disclaims all warranties, express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose.

  1. Indemnity.

You will indemnify and hold harmless us, our Affiliates, and its and their directors, officers, employees, and agents from and against all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of any third-party claim or bona fide allegation in writing related to (a) any actual or alleged breach of this Agreement by you or (b) the Products.

  1. Limitation of Liability.

Except with respect to either Party’s breach of Section 12 (Confidentiality), or your breach of our Service Requirements or your obligations under Section 10 (Indemnity): (a) in no event will either Party be liable for any special, incidental, consequential, punitive or exemplary damages, even if advised of the possibility of such damages; and (b) each Party’s entire liability under this Agreement will not exceed the greater of one hundred thousand dollars or the amounts actually paid or payable to a Party under this Agreement.

  1. Confidentiality

“Confidential Information” means information that one Party or its Affiliate discloses to the other Party under this Agreement, and that is marked as confidential or proprietary or would otherwise normally be considered confidential information under the circumstances.

Each Party will (a) protect the other Party’s Confidential Information against unauthorized access and use, (b) use the other Party’s Confidential Information only to exercise its rights and perform its obligations under this Agreement, and (c) not disclose the other Party’s Confidential Information except to anyone acting on its behalf who need to know it in connection with the performance of this Agreement and who have agreed in writing to keep it confidential; or (ii) when legally compelled by a court or other governmental authority, provided, that it provides advance notice to the other Party to the extent permitted under applicable law.

Confidential Information excludes information that: (a) was known by the receiving Party prior to disclosure; (b) enters the public domain through no wrongful act of either Party; or (c) is disclosed to the receiving Party by a third party legally entitled to make such disclosure.

  1. Entire Agreement

This Agreement sets forth the entire understanding of the Parties and supersedes any prior oral or written agreements or understandings between the Parties as to the subject matter of this Agreement.

  1. Amendment of this Agreement

GetItHereZW may modify the terms of this agreement at any

time by posting amendments to the Seller Information Page and emailing a notice to Seller at

the email address Seller provided in the GetItHereZW Portal. If Seller registers on a Marketplace or continues to use a Marketplace, Seller will be bound by the then-current terms of this

agreement.

  1. GetItHereZW Policies

GetItHereZW may publish or amend policies governing Seller’s access to or use

of a Marketplace (“Policies”). If Seller registers on a Marketplace or continues to offer products

for sale on a Marketplace, Seller will be bound by the Marketplace’s then-current Policies.

GetItHereZW will post any Policies or amendments to Policies on the Seller Information Page.

  1. Marketplace Design and Access

If GetItHereZW accepts Seller’s registration for a Marketplace, GetItHereZW will provide Seller access to the Marketplace as a platform for Seller to post offers for sale to Product Listings and facilitate the sale of Seller’s Products to Customers. GetItHereZW may determine or change any aspect of a Marketplace without notice to the Seller. GetItHereZW may stop providing Seller access to a Marketplace without notice to Seller.

  1. Governing Law.

This Agreement is governed by the laws of the Republic of Zimbabwe, without regard to its conflicts of laws rules.

  1. Definitions:

“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with, a Party.

“Affiliate Costs” means any amounts paid by us for affiliate programs run by us or our Affiliates.

“Agreement” means this Vendor Agreement entered between you and us.

“Product” or “Products” means any product uploaded by you and listed on the GetItHereZW Site, including any updates, upgrades, and new versions of such product(s).

“Party” or “Parties” as used herein means you and us.

“Policies and Procedures” mean the policies and procedures set forth at GetItHereZW Support Policy,  GetItHereZW Terms of Service, each as may be updated from time to time.

“Taxes” means any sales, use, license, value-added, withholding, excise, or similar federal, state, or local tax that apply to the sale or use of a Product.

“GetItHereZW Site” means the web pages and websites at the GetItHere.co.zw domain, or any successor domain designated by us.

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