Yippi EShop offers you general services consisting of:

• the listing of your products;
• the offer for sale by you of your products to Yippi EShop & Yippi platform users;
• customer services (for a limited time);
• order verification and payment processing; and
• delivery coordination,

and other additional services that you may request and that we may offer you.

For more information see Section 2 and 6 of the Terms.

You can sell goods that are legally permitted to be sold and that comply with our Policies. Since the goods are sold by you, you are responsible for all product warranties, defects, etc. as if you had sold the goods directly to Yippi EShop platform users or Customers.

For more information see Section 4 of the Terms.

Depending on the mode of fulfilment, orders must be ready for collection by delivery partners within 24 hours of the order being notified to you, or as set out in the Policies.

For more information see Annex 4.

Yippi EShop will remit to your bank account the sales proceeds after deducting Fees due and payable to Yippi EShop for offering the Services to you.

For more information see Sections 2, 3 and 6 of the Terms and Schedule A.

When listing your goods, you must ensure that you have the right to use the advertising materials (photos, text, etc.) you upload on our site. After shipping your products, you are responsible for returns and product warranties.

For more information see Sections 4, 9 and 11 of the Terms and Annex 3.

You may end your seller relationship with Yippi EShop at any time and without penalty by providing us 14 days’ written notice of your intention to discontinue the use of our services.

For more information see Section 12 of the Terms.

This Agreement is governed by the Laws. Where we are in disagreement regarding any matter, we will first try to find an amicable solution to our disagreement. If this fails, either party may refer the matter to arbitration.

For more information see Annex 2.

See Section 13 of the Terms and Annex 1.

A. Any person who wants to access the Platform and use the Services to sell Goods must accept the terms and conditions of this Agreement (“Terms“) without change.

B. Yippi EShop reserves the right to change at any time and in its sole discretion any of the terms and conditions contained in these Terms, the Schedules and Annexes, and any fees, procedures, Policies governing the Services, or the Platform. These changes will take effect seven (7) days from notification by notice to Seller or posting on the Platform or otherwise. Changes to fees and Policies may be posted without notice. Seller is responsible for reviewing notices and Policies. Seller’s continued use of the Services, the Platform following the changes taking effect will constitute Seller’s acceptance of such changes and if Seller does not agree to any changes to these Terms or to the Policies, Seller must discontinue the use of the Services, the Platform (except to the extent required herein) and the Agreement will be terminated. For the avoidance of doubt, newer versions of the Terms and/or Schedule(s) supersede older versions.

C. Use of the Services, the Platform is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that: i) you are an adult of at least 18 years of age capable of validly entering into the Agreement and performing your obligations hereunder; ii) where you are a business, that a) you are, and will remain at all times, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered; b) you have all requisite right, power and authority to enter into the Agreement and perform your obligations hereunder; and c) any information provided or made available by you or your Affiliates is at all times accurate and complete. You further represent and warrant that you and any person or entity that has a financial interest in your business, or any person or entity you are acting on behalf of: a) has no affiliation with any Yippi EShop employee which may result in a potential or actual conflict of interest; b) has not been barred or otherwise prevented from selling on Yippi EShop; or c) has not been involved in any lawsuit or claim that has a bearing on the Agreement.

D. For Personal Seller, you must be verified Yippi user with minimum Level 3 / 50,000 followers and subject to our approval.

E. For Company/Business Seller, you must be verified Yippi user and submit all the supporting business documents together with any brands’ authorization/distributorship certification/letters. Subject to our approval upon review.

A. Yippi EShop provides a platform for third-party sellers and buyers to complete transactions. Except as set out in the Agreement, Yippi EShop is not involved in the actual transaction between Seller and Customers. As owner or provider of the Goods and vendor thereof, it is up to Seller to, among others, ensure the sale is legally authorised, accurately describe the Goods, package, ship, insure, warrant and fulfil all other sale and after sale obligations applicable by law or by trade. Seller uses the Services, the Platform, at its own risk.

B. Seller authorizes Yippi EShop to act as its exclusive payment processing agent for the purpose of: i) collecting the Sales Proceeds and in general any sums due or owing under the Agreement and holding the same; ii) processing customer payments, refunds and adjustments; (iii) remitting the Payment; and iv) paying to Yippi EShop, to Yippi EShop Affiliates and to third parties (including Customers) any amounts Seller owes to them. As a payment processing agent, Yippi EShop will have no responsibility with respect to the legality of transactions occurring between Seller and Customers and Seller undertakes that all transactions are in compliance with the Laws (including anti money-laundering regulations).

C. The services (“服务“) provided by Yippi EShop under the Agreement are classified as:

D. In consideration of the provision of Services, Yippi EShop will be entitled to charge and invoice Seller the Fee.

E. Seller agrees that Customers satisfy their obligations to Seller as regards the Customer Agreement when Yippi EShop receives the Sales Proceeds.
Yippi EShop’s obligation to remit funds received by it on Seller’s behalf is limited to the Payment.

F. Yippi EShop will provide to Seller information in relation to each Order as necessary under the Agreement.

G. Yippi EShop will provide support services to Seller by way of coordinating and answering Customer enquiries.

H. Sellers agrees that Yippi EShop may provide Seller with electronic documents such as tax invoice, receipt, credit note, debit note, or any other document Yippi EShop may issue in compliance with the Laws.

A. Sales Proceeds will represent an unsecured claim against Yippi EShop. Yippi EShop may combine Sales Proceeds and Payments with the funds of other users of its services. For the avoidance of doubt, Seller will not receive interest or any other earnings on Sales Proceeds or Payments.

B. Unless otherwise agreed in writing, Payments will be made by Yippi EShop to Seller in accordance with Schedule A.

C. Yippi EShop may delay, suspend or cancel any Payment in case Seller breaches any term of the Agreement or Customer Agreement and any Payment made to Seller will not in any way be considered as a waiver of Yippi EShop’s rights.

D. If Yippi EShop concludes that Seller’s actions and/or performance in connection with the Agreement or the Customer Agreement are likely to result, or have resulted, in Customer disputes, Disputes, chargebacks or other third party claims, or if there are any sums owed by Seller to Yippi EShop, then Yippi EShop may, at its sole discretion, withhold any Payment for the longer of: i) the Minimum Suspension Period; ii) the completion of any investigation regarding Seller’s actions or performance; or iii) the resolution of any Dispute.

E. Yippi EShop reserves the right to impose limits on Order or transaction values, on Customers or on Seller and will not be liable if: i) Yippi EShop does not proceed with an Order that would exceed said limit; or ii) Yippi EShop allows a Customer to cancel an Order because the Platform or the Goods are unavailable following the commencement of a transaction.

F. Without prejudice to any other rights and remedies which Yippi EShop has against Seller, if any sums payable by Seller to Yippi EShop under the provisions of the Agreement will become due and be unpaid, Seller will pay to Yippi EShop the Late Payment Interest.

G. To the extent required by the Laws, Yippi EShop will be entitled to withhold any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under the Agreement or the Customer Agreement. If Yippi EShop is required under the Laws or the law of any jurisdiction to deduct or withhold any sum as taxes imposed on or in respect of any amount due or payable to Seller, Yippi EShop will make such deduction or withholding as required and the amount payable to Seller will be reduced by any such amount necessary. Yippi EShop will provide Seller a certificate or any similar document proving that amounts deducted refer to withholding taxes applicable to Seller.

H. Any enquiry or dispute about any Payment will be made by in compliance with the claims/dispute process/policy of Yippi EShop, which may be changed from time to time. Notwithstanding which any such enquiry or dispute will be received by Yippi EShop on or before the expiration of thirty (30) days after the Order date, failing which, Seller waives the right to dispute such Payment.

A. General Undertakings: By using the Services, Seller undertakes, represents and warrants that it will:

B. Negative Covenants: Seller further undertakes, represents and warrants that it will not, directly or indirectly:

C. Undertakings in relation to Goods: Seller undertakes, represents and warrants that:

D. Seller undertakes and warrants that all its representations, warranties and undertakings in the Agreement will be fulfilled and will remain true and correct at all times and will subsist for so long as necessary to give effect to each and every of them in accordance with the Terms, provided that and in the event of any of them becoming or unfulfilled, untrue or incorrect, Seller will promptly inform Yippi EShop of the same and rectify the situation.

A. Notwithstanding any provision in these Terms, Yippi EShop will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all Goods that the Seller makes available to be listed for sale through the Platform or be subject to Sales Traffic Activities, if any, provided by Yippi EShop, or to deactivate the seller account/s of the Seller.

B. Yippi EShop may in its sole discretion withhold for investigation and/or refuse to process any Order. Yippi EShop may use the services of one or more third party processors or financial institutions or such other service providers in connection with the Services.

C. The prices indicated in the Order will not be subject to any variations. Yippi EShop reserves the right to reject any particular form of Order or payment for the Goods, and not to honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by Seller.

D. Yippi EShop may in its sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any Order. Seller will stop and/or cancel orders of Goods if so asked by Yippi EShop (provided that Seller has transferred the Goods to the applicable carrier or shipper, Seller will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where Seller has already received Payment, Seller will refund any Customer that has been charged for an Order that Yippi EShop has stopped or cancelled.

E. Yippi EShop may subject the Goods or Seller to Sales Traffic Activities, use mechanisms that rate, or allow Customers to rate or review the Goods and/or Seller’s performance as a seller and Yippi EShop may make these ratings and reviews publicly available.

A. Seller hereby undertakes and represents that its use of the Services, Platform and the selection of its user name, store name and store in store name, will not be unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libellous, or otherwise unsuitable. Any password provided by Yippi EShop to Seller may be used only during the period Seller is permitted to use the Platform, manage the catalogue of Goods listed on the Platform, update information about the Goods (e.g. availability status, stock levels and Prices), electronically accept and fulfil the Orders and review the completed Orders, and may not be shared with any person other than employees of Seller that need to use it for the execution of the Agreement. Seller is responsible for supplying and authorizing access to its users. Seller is responsible to terminate or reassign access to any Seller user that Seller deems to have become unauthorized to access the Services at any time.

B. Seller acknowledges that the availability of the Services, Platform is subject to:

C. Seller will not, and will not allow anyone to, directly or indirectly, engage in any fraudulent, inappropriate or unlawful activities in connection with the Services, including: i) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; ii) other than through reporting offered by Yippi EShop under the Sales Traffic Activities, collecting any user information, indexing or caching any portion from the Platform, whether through the use of automated applications or otherwise; iii) targeting communications of any kind on the basis of the intended recipient being a user of the Platform; iv) interfering with the proper working of the Platform, the Services or Yippi EShop’s other systems; v) transmitting any viruses, Trojan horses or other harmful code; or vii) attempting to bypass any mechanism Yippi EShop uses to detect or prevent such activities.

D. Under terms and conditions agreed to in the Platform, the Agreement and/or in a separate agreement, Seller may be offered the possibility to purchase goods and services provided by Yippi EShop and/or third parties (“Additional Services”). Yippi EShop reserves the right, in its sole discretion and at any time, to amend the terms (including scheduling, suspension and termination), of Additional Services. Payment for Additional Services will be either by deduction from Sales Proceeds, by direct payment or invoice, or by any other means of payment indicated in Platform or agreed to by the Parties.

A. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under the Agreement and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

B. Save for any copy required to be kept by the recipient of the Confidential Information for legal or regulatory reasons, the recipient will, at any time upon request from the discloser or upon the end of any relationship between the Parties, at the discloser’s option either: (i) return to the discloser all Confidential Information in its possession or control together with all information and documentation containing, comprising or relating in any way to the Confidential Information, and certify that all copies of the Confidential Information have been so returned; and/or (ii) destroy all Confidential Information in its possession or control together with all information and documentation containing, comprising or relating in any way to the Confidential Information, and certify that the Confidential Information has been destroyed.

C. The rights and obligations of the Parties under this Section will survive the termination of the Agreement.

A. Seller undertakes, represents and warrants that it will use and process Personal Data: i) only for the purpose of the execution of the Agreement or Customer Agreement and not disclose it to third parties; ii) in accordance with the requirements under the applicable personal data protection law; and iii) in such manner that ensures Yippi EShop remains in compliance with the requirement under the applicable personal data protection laws. Seller further warrants that it does implement sufficient security measures to ensure that the Personal Data are securely kept and maintained as required by the applicable personal data protection law and agrees to subject itself to the necessary audits undertaken by Yippi EShop to ensure compliance of the above warranties and to immediately inform Yippi EShop of any Personal Data incident it becomes aware of.

B. Seller agrees to indemnify and hold harmless Yippi EShop and each of its respective officers, employees, directors and agents from, and at Yippi EShop’s option defend against, any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation) (“Personal Data Claims”), to the extent such Personal Data Claims arise from or may be in any way attributable to: i) any violation of the Agreement or the Customer Agreement by Seller; ii) the negligence, gross negligence, bad faith or intentional or wilful misconduct of Seller or its subcontractors (whether or not approved by Yippi EShop); or iii) any security incident for which Seller is directly or indirectly responsible.

A. Seller represents and warrants to Yippi EShop that it is the owner or has lawful rights with respect to the use of Intellectual Property Rights concerning the Goods and the Content Materials and that it is not aware of any claims made by any third party with regard to any alleged or actual Intellectual Property Right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods.

B. Seller undertakes, represents and warrants that:

C. Seller hereby grants Yippi EShop a royalty-free, non-exclusive, right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially and non-commercially exploit in any manner, any and all of the Content Materials, and to sublicense the foregoing rights to Yippi EShop Affiliates, provided that Yippi EShop will not alter any third-party trademarks.

D. Yippi EShop has no obligation to verify the accuracy, completeness and legality of Content Materials.

E. Yippi EShop retains the right to determine the use and placement of Content Materials, and the structure, appearance, design, functionality and all other aspects of the Platform, the Services, and, if any, the Sales Traffic Activities.

F. As between the Parties, each Party retains all right, title and interest in and to its technology and Intellectual Property Rights. Neither Party acquires any rights in the foregoing from the other Party except as expressly granted under the Agreement; all other rights are reserved, and no implied licenses are granted. Neither Party will attempt to register any distinctive trademarks or domain names that are confusingly similar to those of the other Party.

G. Seller will not be entitled to use any intellectual property belonging to Yippi EShop without Rewardslink’s prior approval in writing.

H. This Agreement will not be deemed or construed to create, convey or transfer any Intellectual Property Rights to Seller and, other than as instructed by Yippi EShop, Seller will not decompile any software or reverse engineer any software, or other product or process. This Agreement is not a license to use or distribute any software, or other product or process.

I. This Agreement confers to Seller no rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible property, including software (e.g. the Platform and any API’s or other software) and data (e.g. Sales data, performance data, Customer data, Platform data and Platform name) used, obtained or created under this Agreement. If such rights were nevertheless to have accrued to it for any reason whatsoever, Seller will assign, dispose or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to Yippi EShop or any other party designated by Yippi EShop, free of charge, or for a nominal fee. Seller will use and process such software and data only for the purpose of the execution of the Agreement, will not claim any Intellectual Property Rights, sell, assign, license, publish, lease or otherwise commercially exploit such software and data, and will immediately cease their use and processing upon termination of the Agreement or if so required by Yippi EShop at any time.

J. Seller undertakes, represents and warrants that it will not, directly or indirectly, participate in any of the following actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any Yippi EShop solution or technologies, deleting or altering author attributes or copyright notices, and/or fail to obtain all required permissions when using the Platform to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual-property laws.

K. Seller take full responsibility for uploaded Content Materials such as, but not limited to Clause 4. Seller would have the liability to bear at least a total of USD200,000, or any applicable amount which is reasonable and permitted by the law, whichever is higher, if such violation is found.

L. Nothing herein contained will be deemed to limit or restrict the rights of Yippi EShop or any third party to assert claims for violation of any Intellectual Property Rights against Seller.

A. Seller will be responsible for and have sole discretion to deal with Customers relating to Orders such as confirm Orders, deliveries or give any further information about the fulfilment of the Orders to the Customer.

B. Yippi EShop will own all information regarding Customers, Orders and the supply of the Services including payments, Fees, disbursements, refunds, Administrative Fees, Cancellation Penalties, adjustments, etc. and Yippi EShop will not be liable to pay any royalties or fees to Seller in connection with the use of any such information.

C. Seller will utilise information of Customers or the Platform’s users, including Personal Data, disclosed by Yippi EShop to Seller or which Seller has otherwise collected or obtained access to pursuant to or in connection with the Agreement, solely for purposes of the Agreement and will not sell, assign, license, publish, lease or otherwise commercially exploit any such information or utilize such information in any manner for its own benefits or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise, based on or in connection with the aforesaid information. No Customer information and the Platform’s Users information will be disclosed by Seller to any third party without the prior written consent of Yippi EShop, and will only be disclosed within Seller’s organisation on a need-to-know basis.

A. The Platform, the Services and the Additional Services are provided on an “as is” basis. Except as expressly provided for in the Agreement, Yippi EShop makes no other representations or warranties of any kind, express or implied, including: i) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; ii) that the Platform, the Services or the Additional Services will meet Seller’s requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; iii) that the information, content, materials, or products included on the Platform will be as represented by Yippi EShop, available for sale on a timely manner, lawful to sell, or that Yippi EShop or the Customers will perform as promised; iv) any implied warranty arising from course of dealing or usage of trade; and v) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or wilful misconduct by Yippi EShop. Seller acknowledges that any information and any materials provided by or through the Platform, the Services and the Additional Services may contain inaccuracies or errors and Yippi EShop expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by the Laws. Any link found on the Platform or Seller Center is provided for Seller’s convenience to provide further information. It does not signify that Yippi EShop endorses the contents thereof and Yippi EShop has no responsibility for the content of external links.

B. Because Yippi EShop is not involved in transactions between Seller and Customers, Seller hereby agrees on its behalf and on behalf of Customers to release Yippi EShop (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected therewith, provided such release will not apply where actual claims, demands or damages arise due to Yippi EShop’s fraud, negligence or wilful misconduct.

C. Any typographical clerical or other error or omission in any acceptance, invoice, Content Material or other document on the part of Yippi EShop will be subject to correction without any liability for Yippi EShop.

D. Any claim of Seller under the Agreement will be made by in compliance with the claims/dispute process/policy of Yippi EShop, which may be changed from time to time. Notwithstanding which any such claim must be notified to Yippi EShop within thirty (30) days from the Order, failing which, Seller waives the right to make such claim.

E. Seller will defend, indemnify and hold harmless, and at Yippi EShop’s option defend against, Yippi EShop and its Affiliates and their employees, directors, agents and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, fines, fees, Claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation) arising out of, or related to: i) any actual or alleged breach of Seller’s undertakings, representations, warranties, or obligations set forth in the Agreement or the Customer Agreement; ii) any incorrect, misleading, or erroneous information provided to Yippi EShop or any third party in connection with the Services or Additional Services; iii) any non-compliance by the Seller with any applicable laws or the Policies, including any losses in respect of carriage or prohibited goods incurred by Yippi EShop or its sub-contractors; or iv) Seller’s own website or other sales channels, the Goods, the Products, any Content Materials, the advertisement, offer, sale or return of the Goods, the Products, any actual or alleged infringement of any Intellectual Property Rights by the Goods, the Products or the Content Materials, or seller taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay seller taxes. If at any time Yippi EShop reasonably determines that any indemnified Claim might adversely affect Yippi EShop, Yippi EShop may take control of the defences at the expense of Seller. Seller may not consent to the entry of any judgment or enter into any settlement of a Claim against Yippi EShop without the prior consent by Yippi EShop in writing, which consent may not be unreasonably withheld.

F. Yippi EShop will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of or in connection with the Agreement, the Customer Agreement, the Platform, the Services, the Additional Services, the inability to use the Services, the Additional Services, the Goods, the Products, or from messages received or transactions entered into, provided that Yippi EShop will compensate Seller for any direct damages : i) resulting exclusively, or primarily from Yippi EShop’s fraud, gross negligence or wilful misconduct; and ii) as provided under the Yippi EShop Rights Section of the Terms.

G. To the fullest extent permitted by the Laws, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of Yippi EShop and Yippi EShop’s Affiliates and their respective officers, directors, partners, employees and contractors, and any of them, to Seller and anyone claiming by or through Seller, for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Agreement from any cause or causes will not exceed the Fee that Yippi EShop is entitled to receive from Seller for the month preceding the date the liability arose, or US Dollar five thousand (USD5,000.00) (or such equivalent amount in local currencies of the Territory), whichever is greater, provided that the maximum liability of Yippi EShop towards Seller will be amended to: i) US Dollar ten thousand (USD10,000.00) (or such equivalent amount in local currencies of the Territory) as regards liability under the Yippi EShop Rights Section of the Terms,and ii) such maximum liability as specified in the Fulfilment Section as regards liability under the Fulfilment Section of the Terms. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by the Laws.

H. Notwithstanding anything to the contrary contained herein, in the event there is any issues, disputes, claims is not been completely resolved within the stipulated period of time within this agreement, Yippi E-shop at its sole discretion to make the final decision and extend the period of time, may change/amend or take any relevant action, to resolve the circumstances.

A. Yippi EShop has the right to unilaterally and immediately terminate the Agreement upon the occurrence of any of the following: i) Seller being in breach of any provision of the Agreement and failing to remedy the same within fourteen (14) days from being so notified; ii) the Seller being in breach of any applicable laws or Yippi EShop’s Policies with respect to Goods and sales of Goods ii) Seller passing a winding up resolution or a court of competent jurisdiction making an order for the same; iii) the issuance of an administrative order in relation to Seller, or the appointment of a receiver over, or an encumbrance taking possession of, or the of selling any of, Seller’s assets; iv) Seller making an arrangement or composition with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or v) Seller ceasing or threatening to cease to carry on business.

B. Provided they have not been corrected by Yippi EShop within fourteen (14) days from notifying Yippi EShop of the occurrence of any of the following, Seller has the right to immediately terminate the Agreement: i) Yippi EShop delaying payment for more than thirty (30) days without reason; ii) Yippi EShop delaying refunds for more than sixty (60) days without valid reason; iii) the making of an arrangement or composition by Yippi EShop with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or iv) Yippi EShop ceasing or threatening to cease to carry on business.

C. Either Party may unilaterally terminate the Agreement without cause by providing fourteen (14) days’ prior written notice to the other Party.

D. Upon termination of the Agreement, Seller will notify Yippi EShop of all concluded Customer Agreements which have yet to be performed. For the avoidance of doubt, notwithstanding any termination for any reason, Seller will remain responsible for the fulfilment of any pending Order in according to the Fulfilment Model and Yippi EShop will fulfil any pending Payment obligations. Any provision of the Agreement that, by its nature, is meant to survive the term or termination.

A. The Agreement will prevail over any other agreement, terms or conditions regarding the subject matter, pre-contractual negotiations, and to the exclusion of all other terms submitted, proposed or stipulated by either Party (including any terms or conditions which Seller purports to apply under any purchase order, confirmation order, specification, invoice or other document) and no terms or conditions endorsed upon, delivered with or contained in any other document or with the Goods or Products, will form part of the Agreement. The actual or future invalidity or ineffectiveness of any provision hereof will not affect the validity or effectiveness of the whole document. The Agreement will apply to the relationship between the Parties in addition to any specific terms agreed to herein. In the event of any conflict or inconsistency between any provision of the Terms, Special Conditions, any Schedules or the Annexes, the provisions of each of the Terms, Special Conditions, Schedules and Annexes will prevail in that order.

B. The singular includes the plural and vice versa, as the context may require. The headings are inserted for convenience only and will be ignored when construing this Agreement. The term “including” or “include” will mean “including, without limitation”, unless the context otherwise requires.

C. Unless otherwise provided in this Agreement or agreed to between the Parties, all notices, requests, demands and other communications hereunder must be in writing and will be deemed to have been fully given and received when sent with receipt received by recognized overnight delivery service, registered mail or email one (1) Working Day after being deposited for next-day delivery with a recognized overnight delivery service or emailed, or three (3) Working Days after being mailed by registered mail, charges and postage prepaid, to the Party to receive such notice at such Party’s address set forth herein or any other address that such Party may specify by notice to the other Party.

D. Seller cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Agreement, without the prior written consent of Yippi EShop. Yippi EShop may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Agreement.

E. Seller and Yippi EShop are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the Parties. The Agreement will not cause the establishment of any relationship of employment between the Parties or with any person who provides services to either. Seller will have no authority to make or accept any offers or representations on behalf of Yippi EShop.

F. The Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Yippi EShop and Seller. Other than as regards the rights of Customers against Seller, nothing in the Agreement will be construed as giving any third party any rights whatsoever.

G. Notwithstanding any other provision in the Agreement to the contrary, nothing contained herein will oblige Yippi EShop or Seller to engage in any action or omission to act which would be prohibited by or penalized under the Laws or of any other country.

H. The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights under the Terms or under the Laws.

I. No Party will be liable to the other or be deemed to be in breach of the Agreement by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, Yippi EShop may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events of Force Majeure will continue for a period exceeding one (1) month, Yippi EShop may notify Seller that it will terminate the Agreement.

J. No variation (including amendments or crossed-out provisions) of these Terms will be valid unless: a) expressly agreed to in writing and signed by authorized representative of Yippi EShop; or b) notified to Seller as provided in the Preamble Section of these Terms.

K. All stamp duty and registration fees (if any) in respect of the Agreement will be fully borne and paid by Seller.

L. In the event that these Conditions are executed or translated in any language other than English (“Foreigh Language Version”), the English language version of these Conditions shall govern and shall take precedence over the Foreign Language Version.

a. Additional Service: is defined in the Use of Tools – Additional Services Section of the Terms.

b. Additional Service Fee: the fee applicable to an Additional Service.

c. Administrative Fee: the fee, if any, chargeable to the Seller per non-compliance, or per Good or Product in contravention of the Seller’s undertaking.

e. Agreement: this Marketplace Agreement.

f. Annex: any annex to the Agreement. The Annex(s) form(s) an integral part of the Agreement.

g. AIAC: is defined in Annex 2.

h. Cancellation Penalty: the charge applicable for a Cancelled Order by Seller.

i. Cancelled Order: an Order cancelled or rejected by Seller, or cancelled due to Seller’s lack of compliance with any provision of the Agreement.

j. Claim: any claim, action, audit, investigation, inquiry or other proceeding instituted by any person or entity.

k. Commission: the percentage (as applicable at the time the Order is placed) of the Listing Price.

l. Confidential Information: any information proprietary to a Party or an Affiliate thereof, that is disclosed to the other Party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.

m. Content Material: product information, text, images, and any other relevant and/or legally required information relating to the listing of Goods on the Platform, including third party and Seller’s trademarks and other Intellectual Property Rights related materials.

n. Customer: a third-party, who purchases Product on the Platform.

o. Customer Agreement: the agreement between Seller and a Customer concerning the purchase of a Product in fulfilment of an Order, where the execution of such agreement is attested by the Fulfilled Customer Agreement status of the Order.

p. Delivery Note: is defined in Annex 4.

q. Dispute: a dispute regarding the provision of Additional Services by third parties.

r. Drop-Shipping: is defined in Annex 4.

s. Effective Date: the date of Seller’s first use of the Services, as such date is recorded in Platform.

t. Failed Delivery: an Order that is cancelled for unsuccessfully execution due to: i) the delivery address (either physical or email) provided by the Customer or by Yippi EShop being incorrect; ii) where acceptance of delivery of the Product is required, the Customer being unable to accept the Product; iii) where the Product is a physical product, the Customer refusing to accept the delivery of the Product in accordance with the Policies; or iv) where the Customer remain uncontactable after various attempts (the number of delivery attempts will be determined by the relevant carrier). In addition to the provision of Annex 4, in case of Failed Delivery: iv) where received by Yippi EShop, Sales Proceeds will be refunded to the Customer and, v) where received by Seller, Payment will be refunded to Yippi EShop.

u. Fee: the fee payable to Yippi EShop for the Services, which is calculated based on:

v. Force Majeure: any event or cause beyond a Party’s reasonable control such as, but not limited to: i) act of God, explosion, flood, tempest, fire or accident; ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; iv) import or export regulations or embargoes; v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Yippi EShop or of a third party); and vi) health epidemics declared by the World Health Organization.

w. Fulfilled Customer Agreement: an Order the status of which is showing as “Delivered” in Platform, or is otherwise deemed by Yippi EShop as having been executed by Seller, including instalments thereof.

x. Fulfilment Model: the model of Order fulfilment of physical Goods agreed to by the Parties.

y. Good: one (1), or several (if sold together under one Listing Price) as the case may be, item(s) owned and offered for sale by Seller under the Agreement.

z. Inadequate Product: any wrong, faulty, defective, damaged, legally non-compliant Good or Product, or a Good or Product that has been publicly or privately recalled, in accordance with the law or the Policies.

aa. Intellectual Property Rights: all copyright, moral rights, trade marks, design rights, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.

bb. Late Payment Interest: is the interest payable by Seller on the overdue sum at the rate of eight per cent (8%) per annum, calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by Yippi EShop (as well as after judgment).

cc. Laws: the laws of the Territory.

dd. Taxes: the taxes of the Territory.

ff. Listing Price: the price, including instalments, at which a Good is offered for sale to Customers by Seller as indicated on the Platform at the time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable by law, and excludes any coupons or other discounts provided by Yippi EShop to the Customer.

gg. Minimum Suspension Period: a period of sixty (60) days of which Yippi EShop is allowed to suspend the Payment to Seller pursuant to the Sales Proceeds – Payment Section of the Terms.

hh. Order: the request placed by a Customer on the Platform for the purchase of a particular Good as communicated by Yippi EShop to Seller. Yippi EShop reserves the right to unilaterally cancel an Order for any reason.

ii. Payment: the Sales Proceeds minus any sums owed by Seller under the Agreement or any other agreement entered into by the Parties and subject to any chargeback, reversal, refund, withholding for anticipated claims, deduction due to a Dispute, in accordance with the Agreement or any other agreement entered into by the Parties.

jj. Payment Fee: a fee, calculated on the basis of a percentage of the Sales Proceeds.

kk. Personal Data: any personal information as defined by the applicable personal data protection laws and regulations in the Territory, pertaining, but not limited, to Yippi EShop employees, agents, consultants and Customers.

ll. Personal Data Claims: is defined in the Personal Data Section of the Terms.

mm. Platform: The Yippi EShop platform, where the Seller may list Goods for sale under the Agreement, and Customer(s) may buy such goods.

nn. Policies: the rules, guidelines, terms and conditions, etc. applicable to Sellers and Customers for the use of the Services, Platform, and other Yippi EShop properties, as they may appear on the Platform or be communicated from time to time by Yippi EShop.

oo. Product: the individual Good purchased by a Customer among the Goods.

pp. Refurbished: means a product that has been returned to Seller or its manufacturer and is identical to the original in all aspects including all packaging, documentation, accessories and software that are found in a new item, without additions. If repaired, it must have been inspected, cleaned and professionally restored to working order to meet manufacturer specifications with genuine spare parts. The fact that a product is refurbished must be clearly and prominently stated in the listing comments as well as he manufacturer’s or refurbisher’s warranty.

qq. Returned Product: the return of a physical Product to Yippi EShop by a Customer in accordance with the Agreement and/or the Policies, including Inadequate Products. Seller will retain or take back from the Customer as the case may be, ownership, title and risk of all Returned Products.

rr. USD or US Dollar: United States Dollar

ss. Ringgit 和 RM 和 MYR: Ringgit Malaysia.

tt. Renminbi 和 RMB 和 CNY: Chinese Yuan

uu. NT$ 和 TWD: New Taiwan Dollar

vv. Rp 和 IDR: Indonesian Rupiah

ww. ₱ 和 PESO: Philippine Piso

xx. ¥ 和 JPY: Japanese Yen

yy. Sales Proceeds: the gross proceeds received from Customers by Yippi EShop which consist of the Listing Price and the Shipping Fee.

zz. Sales Traffic Activities: Additional Services consisting in: i) Shop in Shop, which entails a set of specific design features on the Platform that enhance the visual representation of certain of Seller’s Goods by means of a dedicated landing page; ii) Search Engine Marketing, which entails the bidding on relevant keywords related to the Goods and/or Seller on electronic search engines; iii) Social Media Sales Traffic Activities, which entails the promotion of the Goods and/or Seller on the Platform or social media platforms; and/or iv) other sales promotion services agreed to by the Parties.

aaa. Seller: the user of the Services.

bbb. Seller Platform: any tool employed by Yippi EShop to operate any part of the Service.

ccc. 服务: is defined in the Services Section of the Terms.

ddd. 赛程: any schedule to the Agreement. The Schedule(s) form(s) an integral part of the Agreement.

eee. Shipped Date: the date a Product is: i) where the Product is a physical product, dropped off to a carrier by Seller, or picked up by a carrier from Seller, for delivery to a Customer, as indicated in Platform, or ii) where the Product is not a physical product, emailed or otherwise made available or provided to a Customer in accordance with the sales stipulations applicable to such Product.

fff. Shipping Fee: the fee charged by Seller to a Customer for the shipping of an Order.

ggg. Term: is defined in the Terms and Conditions of this Agreement.

hhh. Territory: Seller’s country (Malaysia, China, Taiwan, Indonesia, Philiphine or Japan)

iii. Working Day: a day other than Saturday, Sunday, or a national or State (at Seller’s working premises) public holiday in the Territory.

jjj. Seller Earning Commission: the commission earning from promoting other seller’s products via Yippi app

kkk. Seller Earning Commission Platform Fee: the percentage (as applicable at the time the Order is placed) of the seller earning commission.