Seller Policy Pages

OFFER SUPERSTAR Marketplace Seller Agreement

This Marketplace Seller Agreement is between Urban Outfitters, Inc., a Pennsylvania

corporation (“OFFER SUPERSTAR ”) and you (“Seller”).

OFFER SUPERSTAR operates e-commerce websites directly and through its subsidiaries. OFFER SUPERSTAR offers

unrelated sellers the opportunity to list merchandise for sale directly to Customers on one or

more of OFFER SUPERSTAR ’s websites (“Marketplaces”).

OFFER SUPERSTAR wants to offer Seller the opportunity to sell goods or services through one or more of its

Marketplaces.

Seller wants to sell goods or services to Customers using one or more of the Marketplaces.

The parties therefore agree as follows:

Article 1 Statements & Recommendation

1.1 Seller Statements. Seller states that: (a) Seller has authorized the individual executing

this agreement or registering Seller for access to a Marketplace to bind Seller, (b) Seller is

authorized to enter into and perform its obligations under this agreement, (c) Seller believes

that its performance under this agreement will not violate any other agreement, (d) Seller is

commercially sophisticated, and (e) Seller is not owned or controlled by any of OFFER SUPERSTAR ’s

1.2 OFFER SUPERSTAR Statements. OFFER SUPERSTAR states that: (a) it has the authority to enter into and perform

its obligations under this agreement, and (b) it believes that its performance under this

agreement will not violate any other agreement.

1.3 OFFER SUPERSTAR Recommendation. OFFER SUPERSTAR hereby recommends that Seller obtain counsel of its

own choosing in reviewing this agreement and deciding whether to enter into this agreement.

Article 2 Registration & Access To Marketplaces

2.1 Registration for and Use of the Marketplaces. Seller may register to sell on one or more

Marketplaces. If Seller registers on one or more Marketplaces, Seller will be bound by the terms

of this agreement. OFFER SUPERSTAR may accept or reject Seller’s registration for one or more

Marketplaces.

2.2 Amendment of this Agreement. OFFER SUPERSTAR 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 Mirakl 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.

2.3 OFFER SUPERSTAR Policies. OFFER SUPERSTAR 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

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

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

2.4 Marketplace Design and Access. If OFFER SUPERSTAR accepts Seller’s registration for a Marketplace,

OFFER SUPERSTAR 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. OFFER SUPERSTAR may

determine or change any aspect of a Marketplace without notice to Seller. OFFER SUPERSTAR may stop

providing Seller access to a Marketplace without notice to Seller.

2.5 Permits and Licenses. Seller shall obtain all permits and licenses required to operate its

business in accordance with Applicable Law at its own expense. Seller shall pay all fees or

assessments which may be due for selling or offering for sale its Products on a Marketplace.

Article 3 Seller Content & Product Listings

3.1 OFFER SUPERSTAR Is Not Seller Of Record. Sales of Products on a Marketplace are between Seller

and Seller’s Customers; OFFER SUPERSTAR is not the seller and is not a party to such transactions. Seller’s

listing of Products on a Marketplace does not imply that OFFER SUPERSTAR endorses or is affiliated with

Seller or Seller’s Products.

3.2 Seller Content. Seller shall ensure that all information and data it provides to OFFER SUPERSTAR is

accurate, not misleading, and complies with Applicable Law. Seller shall ensure that all

electronic information and data it transmits to OFFER SUPERSTAR or a Customer does not contain any

harmful code or other feature designed to obtain unauthorized access to or information from

or damage or degrade in any manner any computer system, application, or code.

3.3 Product Listings.

a. Seller shall create Product Listings or offers for sale posted to Product Listings

using the Our sitefor all Products it intends to sell on a Marketplace.

b. If it creates Product Listings, Seller shall create Product Listings that comply with

Applicable Law, the Policies, and any specifications posted in the Mirakl Portal, and that are

accurate and appropriate for the Marketplace to which they are posted.

c. Seller shall ensure that OFFER SUPERSTAR ’s use of Seller’s Product Listings will not (1) violate

any intellectual property rights of non-parties; (b) contain defamatory or discriminatory

content; (c) constitute an invasion of a party’s rights of privacy or publicity; and/or (d) reflect

unfavourably on OFFER SUPERSTAR , the Websites and/or other Sellers on the Websites;

d. Seller shall not create Product Listings that:

(1) offer products that are inauthentic, counterfeit, replicas or knock-off goods;

(2) offer any Restricted Products;

(3) offer Products Seller does not currently have in stock;

(4) promote or engage in any deceptive trade practice (including spoofing, slamming,

cramming, phishing, or attempting to scam or defraud a OFFER SUPERSTAR Customer into

surrendering private and/or personal information);

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(5) contain nudity or pornographic, obscene, or offensive content; or

(6) use any OFFER SUPERSTAR trademarks or imply that OFFER SUPERSTAR endorses or approves the Product Listing.

e. OFFER SUPERSTAR may modify, reject, remove, or censor any Product Listing for any reason,

and may combine two or more Product Listings or elements of two or more Product Listings. If

Seller believes a modified Product Listing would violate section 3.3.b, 3.3.c, or 3.3.d, Seller shall

promptly notify OFFER SUPERSTAR in the manner set forth in the Policies. If Seller posts offers for sale

against a Product Listing, it will be deemed to have accepted any modifications made to that

Product Listing.

3.4 Product Listing Maintenance. Seller is responsible for its own Product Listings, including

updating its Product Listings to ensure that they are accurate and comply with this agreement.

3.5 Product Pricing.

a. Seller Established. Seller shall establish prices for its Products in compliance with

this agreement. Seller will enter pricing using the Mirakl Portal, unless OFFER SUPERSTAR approves another

method in writing.

b. Pricing Parity. Seller shall maintain Parity between the Products it offers on a

Marketplace and identical Products offered through Seller’s other sales distribution channels.

c. Seller Pricing Errors. If Seller provides incorrect pricing information in a Product

Listing (a “Seller Pricing Error”), OFFER SUPERSTAR may, at Seller’s expense, take any commercially

reasonable action necessary to avoid or repair harm to OFFER SUPERSTAR due to the Seller Pricing Error,

including requiring Seller to honor all Product purchases at the erroneous price and

compensating Customers for any inconvenience caused by a Seller Pricing Error. Seller shall

reimburse OFFER SUPERSTAR for all losses, expenses, or liabilities OFFER SUPERSTAR incurs as a result of Seller Pricing

Errors.

Article 4 Product Sale, Delivery, Return, and Customer Service

4.1 Customer Orders.

a. Processing Customer Orders. OFFER SUPERSTAR shall process Customer Orders on behalf of

Seller and collect all amounts due for Products that Customers order from Seller through a

Marketplace. After processing a Customer Order, OFFER SUPERSTAR shall email Seller a notice of the

Customer Order at the email address that Seller identified in the Mirakl Portal. If OFFER SUPERSTAR believes

a transaction is erroneous, duplicate, contrary to a Marketplace Policy, or fraudulent, it may

stop, cancel or prohibit the transaction.

b. Transfer of Customer Payments. Seller hereby appoints OFFER SUPERSTAR as an agent of

Seller for the sole and express purpose of receiving payments from Customers for Seller’s

Products sold on a Marketplace. As between Seller and a Customer who purchases Products

from Seller, OFFER SUPERSTAR ’s receipt of funds from the Customer will be deemed the receipt of funds by

Seller. OFFER SUPERSTAR shall transfer the amount OFFER SUPERSTAR collected from the Customer, less any amounts

Seller owes to OFFER SUPERSTAR , to Seller using the processes and under the timing set forth in the Policies.

4.2 Taxes.

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a. Responsibility for Seller Taxes.

(1) Seller is responsible for:

A. determining whether Seller Taxes apply to a Customer Order;

B. collecting, reporting, and remitting the correct Seller Taxes to the

appropriate tax authorities;

C. reviewing, determining, and maintaining the correct product tax codes,

calculation settings and all related information for Products; and

D. reviewing all tax-exempt transactions.

(2) OFFER SUPERSTAR is not responsible for:

A. determining whether Seller Taxes apply to a Customer Order;

B. collecting, reporting, or remitting Seller Taxes to any tax authority

(except as required by Applicable Law to do so);

C. Seller’s use of or reliance on tax data or services provided by OFFER SUPERSTAR or Tax

Services, or for providing tax advice to Seller;

D. calculating, reporting, collecting or paying any product-based excise taxes

or any fees or surcharges;

E. 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;

b. Tax Jurisdictions. Seller shall determine the jurisdictions in which it has an

obligation to collect and remit Seller Taxes. Seller shall promptly notify OFFER SUPERSTAR of the

jurisdictions for which OFFER SUPERSTAR should turn on collection of Seller Taxes on Seller’s behalf in tax

software by selecting the applicable jurisdictions in the Seller’s Account 

. OFFER SUPERSTAR will not turn on collection of Seller’s Taxes on Seller’s behalf for jurisdictions of India

c. Product Tax Codes. OFFER SUPERSTAR shall make available to Seller a list of product tax

codes and associated product taxability rules. For each of Seller’s Products, Seller will provide

OFFER SUPERSTAR , in the format and manner required by OFFER SUPERSTAR , a reference to one product tax code and

any related information requested by OFFER SUPERSTAR . If Seller does not provide a product tax code for a

Product, OFFER SUPERSTAR will not collect any Seller Taxes for any transaction for that Product. It will

remain Seller’s responsibility to determine, collect, report, and remit Seller Taxes to the

appropriate tax authority if OFFER SUPERSTAR does not collect Seller Taxes for a Customer Order or Product

Listing.

d. Collecting Taxes. If Seller provides product tax codes, OFFER SUPERSTAR shall turn on

collection of Seller Taxes for jurisdictions in the India from Customers who purchase

Products on a Marketplace on Seller’s behalf for the jurisdictions selected by Seller based on

the product tax codes Seller provided. Except as required by Applicable Law, OFFER SUPERSTAR shall

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transfer the Seller Taxes collected from Customers to Seller, and Seller shall report and pay any

Seller Taxes to the applicable tax authorities.

e. Seller Reimbursement. If a tax authority requires OFFER SUPERSTAR to pay any of Seller’s

Taxes, Seller will promptly reimburse OFFER SUPERSTAR for the amounts OFFER SUPERSTAR paid and for any losses,

expenses, or liabilities OFFER SUPERSTAR paid or incurred related to the tax authority’s demand to OFFER SUPERSTAR.

f. Tax Data. Seller acknowledges that non-parties will provide tax-related data

(such as tax rates) to OFFER SUPERSTAR (the “Tax Services”) and that OFFER SUPERSTAR will use that data to collect

Seller Taxes on Seller’s behalf. Seller acknowledges that OFFER SUPERSTAR and the Tax Services do not

provide or comprise tax advice, that OFFER SUPERSTAR will not provide Seller tax advice, and that Seller is

responsible for determining the applicability and accuracy of any tax data or tax collection.

g. Seller Is Not Relying On Tax Data. Seller states that it is not relying and will not

rely on the accuracy of tax data provided by OFFER SUPERSTAR or Tax Services. If Seller registers on a

Marketplace, or continues to offer Products for sale on a Marketplace, Seller will be deemed to

have released any claims against the OFFER SUPERSTAR Parties or the Tax Services arising from Seller’s use

of or reliance on tax data provided by OFFER SUPERSTAR or Tax Services.

h. Sales Tax On Payments To OFFER SUPERSTAR. Seller shall pay sales taxes, if any, pursuant to

Applicable Law on any payments Seller owes to OFFER SUPERSTAR.

4.3 Shipping.

a. Seller Will Ship Products. Seller shall handle all aspects of shipping Products to

Customers in compliance with Applicable Law and the Policies. Seller shall use reasonable care

in packing, packaging, tagging, and labeling Products for shipment.

b. Process. When Seller receives notice of a Customer Order from OFFER SUPERSTAR , Seller

shall fulfill the Customer Order in compliance with this agreement and make the Purchased

Products available for pick up by a common carrier for delivery to the Customer. Seller shall

ship Purchased Products within the time period specified in the Policies, and shall promptly

upload tracking numbers for each shipment to the Mirakl 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. OFFER SUPERSTAR will not have title to, or be deemed the legal owner of, any Products.

c. Overdue Orders. OFFER SUPERSTAR may cancel any Customer Order that Seller does not ship

within the shipping period specified in the Policies. OFFER SUPERSTAR is not required to compensate Seller

for any such cancelled order. It is Seller’s responsibility to monitor all orders and ensure all

shipments are made within the timeframes specified in the Policies.

d. Delivery Errors. Seller is responsible for any non-delivery or delivery error in

connection with the delivery of its Products.

4.4 Customer Returns.

a. Seller Will Handle Returns. Seller shall handle any Customer returns of its

Products. If Seller accepts a Customer return, it shall provide notice of the return to OFFER SUPERSTAR in

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the manner set forth in the Policies. If Seller provides OFFER SUPERSTAR notice of a return, OFFER SUPERSTAR shall

refund the Customer for all amounts OFFER SUPERSTAR collected from the Customer for that Customer

Order, and Seller shall return to OFFER SUPERSTAR all amounts OFFER SUPERSTAR transferred to Seller for that Customer

Order. OFFER SUPERSTAR is not required to accept or process returns of Products. If a Customer attempts to

return a Product to OFFER SUPERSTAR or one of its affiliates, OFFER SUPERSTAR may accept that return. If OFFER SUPERSTAR accepts

the return, it will ship the Product to Seller, and Seller shall reimburse OFFER SUPERSTAR for any shipping or

processing costs, and any other losses, expenses, or liabilities OFFER SUPERSTAR incurred in accepting the

return. OFFER SUPERSTAR may determine fees for processing and shipping returns to Seller by posting those

fees in the Policies.

b. Seller Return Policy. Seller shall submit a return policy (the “Seller Return

Policy”) using the form provided. Seller shall honour all Customer returns of

Products in accordance with the Seller Return Policy published at the time a customer

purchased a Product. The Seller Return Policy must:

(1) apply to all Products;

(2) outline the process for Customers to return the Products directly to Seller; and

(3) be at least as accommodating to Customer returns as the applicable Marketplace’s

return policy and Seller’s own return policy.

c. Refunds. If Seller accepts a Customer return and notifies OFFER SUPERSTAR of the return

pursuant to section 4.4.a, OFFER SUPERSTAR may refund Seller a portion of OFFER SUPERSTAR ’s commission on that

Customer Order as set forth in the Policies.

4.5 Recalled Products; Defective Products. Seller shall immediately notify OFFER SUPERSTAR 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 all Marketplaces. 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.

4.6 Customer Service Issues. Seller shall handle all customer service issues related to

Seller’s Products. OFFER SUPERSTAR is not responsible for handling customer service issues related to

Seller’s Products, and OFFER SUPERSTAR may direct Customers who contact it with service issues related to

Products to contact Seller using the contact information Seller has provided in the Mirakl Portal.

If Seller does not handle a customer service issue or a request from OFFER SUPERSTAR to handle that issue,

OFFER SUPERSTAR may take any actions necessary to ensure Seller’s compliance, and OFFER SUPERSTAR will not be

liable to Seller for any results of those actions. If Seller does not handle a customer service issue

to OFFER SUPERSTAR ’s satisfaction, OFFER SUPERSTAR may contact the Customer and take any action to resolve the

issue.

4.7 Chargebacks. OFFER SUPERSTAR may charge Seller for losses, expenses, or liabilities OFFER SUPERSTAR incurs

related to Customer disputes related to Seller’s marketplace transactions or Products

(“Chargebacks”). If OFFER SUPERSTAR wants to charge Seller for a Chargeback, it will send Seller a notice of

that Chargeback. If OFFER SUPERSTAR sends Seller a Chargeback notice, Seller will respond and will provide

OFFER SUPERSTAR any information requested in the Chargeback notice within five (5) business days of

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receiving the notice. If Seller does not respond to the Chargeback notice to OFFER SUPERSTAR ’s satisfaction,

OFFER SUPERSTAR may charge Seller for the Chargeback, and Seller will reimburse OFFER SUPERSTAR for the

Chargeback. Seller will not be responsible for Chargebacks due to:

a. theft or unauthorized use of a customer’s payment card information for which

OFFER SUPERSTAR is responsible (except to the extent that theft or unauthorized use is attributable to

Seller); or

b. OFFER SUPERSTAR ’s failure to send Seller a notice of Customer Order.

4.8 Customer Reviews and Ratings. OFFER SUPERSTAR may ask Customers to rate or provide comments

regarding Seller or the Products, and may post any resulting ratings or comments on the

Marketplace for public display.

Article 5 Fees; Commissions; OFFER SUPERSTAR ’s Right To Recovery

5.1 Monthly Subscription Fee. Seller shall pay OFFER SUPERSTAR the monthly subscription fees specified

on the Seller Information Page for access to the Marketplaces (the “Monthly Subscription Fee”).

OFFER SUPERSTAR 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.

5.2 Commissions. Seller shall pay OFFER SUPERSTAR commissions on all amounts OFFER SUPERSTAR collects on

Seller’s behalf for sales of Products, less Seller Taxes, according to the “Commission Rate

Schedule” specified in the Seller Information Page. OFFER SUPERSTAR may change the Commission Rate

Schedule by posting any changes to the Seller Information Page, and those changes will be

effective from the date they are posted. Seller’s failure to pay Commissions constitutes a

material breach of this agreement.

5.3 Methods For Obtaining Payment. Upon OFFER SUPERSTAR ’s demand, Seller shall promptly pay any

amounts it owes OFFER SUPERSTAR . Seller hereby authorizes OFFER SUPERSTAR to use any of the following methods for

obtaining payment of amounts Seller owes OFFER SUPERSTAR :

a. recouping or setting-off any payments OFFER SUPERSTAR owes to Seller by any amount Seller

owes to OFFER SUPERSTAR ;

b. reversing any credits to Seller’s Account;

c. Deducting amounts owed to OFFER SUPERSTAR from any Seller Holdback Funds OFFER SUPERSTAR 

requires;

d. charging Seller’s credit card, or deducting funds from Seller’s bank account; or

e. seeking payment from Seller by any other lawful means.

5.4 Holdback Funds. OFFER SUPERSTAR may in its reasonable discretion withhold payments to be made

to Seller (“Holdback Funds”). If OFFER SUPERSTAR requires Seller to maintain Holdback Funds, it may

withhold a reasonable sum from payments to be made to Seller based on Seller’s

creditworthiness, previous compliance with this agreement and the Policies, or any other

reasonable factors. The establishment of Holdback Funds does not create any trust

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relationship; OFFER SUPERSTAR may commingle any Holdback Funds with its other funds, and Seller will

remain a general creditor of OFFER SUPERSTAR with respect to any Holdback Funds or other amounts OFFER SUPERSTAR 

owes to Seller.

Article 6 Intellectual Property

6.1 Grant of License by OFFER SUPERSTAR . OFFER SUPERSTAR hereby grants Seller a non-exclusive, revocable, non-transferable

license to promote and sell Products on or through the Marketplaces to

Customers, subject to the terms of this Agreement.

6.2 Grant of License by Seller. Seller hereby grants OFFER SUPERSTAR a royalty-free, non-exclusive,

irrevocable, perpetual, worldwide, royalty-free, right to use and to reproduce, modify, display,

distribute, perform, re-format, merge, create derivative works of or otherwise commercially or

non-commercially exploit in any manner Seller Information with the right to sublicense such

rights through multiple tiers. OFFER SUPERSTAR shall not alter any Seller Marks from the forms provided by

Seller except to the extent necessary for presentation, so long as the relative proportions of the

marks remain the same. OFFER SUPERSTAR may also use Seller Information in any way that is allowed

without a license from Seller under Applicable Law. “Seller Information” means any document

or data that Seller uploads to our site or provides to OFFER SUPERSTAR .

6.3 Ownership of Intellectual Property Rights. OFFER SUPERSTAR will own all right, title and interest in

and any IP Rights in the Marketplaces and all data collected or stored in connection with the

Marketplaces. Except as expressly provided in this agreement, Seller will not have any

ownership in or license to any such rights. If Seller is deemed to have any ownership interest or

rights in all or any part of the foregoing, then Seller shall assign all of those interests and rights

to OFFER SUPERSTAR . OFFER SUPERSTAR may use any Seller Information to create, develop, or modify the Marketplaces

or any other OFFER SUPERSTAR concept, brand, software code, product, or feature (“Improvements”), and

OFFER SUPERSTAR will own any Improvement and any IP Rights in an Improvement. If Seller is deemed to

have any ownership interest or rights in an Improvement, Seller shall assign all of those

interests and rights to OFFER SUPERSTAR .

6.4 Ownership of Content. Seller will own all Seller Marks and Seller Information subject to

section 6.3 and the License Seller granted OFFER SUPERSTAR in this agreement.

6.5 Infringement of Non-Party Rights. Seller shall ensure that its Products and Seller

Information do not infringe the intellectual property rights of a non-party. Seller shall

immediately notify OFFER SUPERSTAR of any actual or alleged infringement of any intellectual property right

of a non-party in connection with the Products or Seller Information. Seller is responsible for

any losses, expenses, or liabilities related to any actual or alleged infringement of a non-party’s

intellectual property rights in connection with Seller’s Products or Seller Information.

Article 7 Term and Termination

7.1 Start and Term. This Agreement starts when Seller registers on a Marketplace and

continues until terminated by a party.

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7.2 Termination. Seller may terminate this agreement for any reason by notifying OFFER SUPERSTAR as

then specified in the Portal. OFFER SUPERSTAR may terminate this agreement for any reason by notifying

Seller.

7.3 Effect of Termination. Upon termination, any rights or obligations of a party with

respect to any outstanding sale transaction (including fulfillment and returns) will survive until

completed. Any termination of this agreement will be without prejudice to the rights of either

party against the other with respect to any claim, right, or obligation arising before the

termination. Any obligations of the Parties relating to limitations on liability, confidentiality and

indemnification, as well as any other obligations under this Agreement that by their nature are

intended to survive, including any payment or customer service obligations in connection with

the sale of Products hereunder, will survive termination of this Agreement. Upon termination,

OFFER SUPERSTAR may require Seller to maintain Holdback Funds to cover any amounts Seller does or may

owe OFFER SUPERSTAR , including to cover amounts Seller will owe OFFER SUPERSTAR for Customer returns of Products

and Chargebacks.

Article 8 Disclaimer of Warranties

8.1 OFFER SUPERSTAR hereby disclaims all warranties, representations, or guarantees of any kind,

arising from any source, related to the Marketplaces or any services, information, or products

available through any links on any Marketplaces.

8.2 OFFER SUPERSTAR is providing the Marketplaces on an “as is” and “as available” basis, and Seller’s

use of the Marketplaces is at Seller’s own risk. OFFER SUPERSTAR does not warrant that Seller’s use of the

Marketplaces will be uninterrupted, error-free, or virus-free.

8.3 OFFER SUPERSTAR does not warrant or guarantee Seller’s results from using the Marketplaces, the

sale of any Products on the Marketplaces, or any services provided by OFFER SUPERSTAR to Seller in

connection with the Marketplaces.

8.4 Seller states that sections 8.1, 8.2, and 8.3 are conspicuous, that it has read and

understood them, and believes that they are reasonable.

Article 9 Limitation of Liability

9.1 Regardless of whether OFFER SUPERSTAR is aware or has been advised of the possibility of the

following losses, expenses, or liabilities, OFFER SUPERSTAR will not be liable to Seller under any claim or

theory for any special, consequential, or punitive damages, or for any lost profits, revenues,

business, or data.

9.2 OFFER SUPERSTAR ’s aggregate liability from any Seller claims related to this agreement will not

exceed the total amount Seller paid to OFFER SUPERSTAR under this agreement.

9.3 Seller states that sections 9.1 and 9.2 are conspicuous, that it has read and understood

them, and believes that they are reasonable.

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Article 10 Indemnification

10.1 Seller Indemnity. Seller shall indemnify the OFFER SUPERSTAR Parties from any loss, expense,

or liability of any kind incurred in connection with any Covered Claim. “Covered Claim” means a

non-party suit, claim, or demand of any kind arising out of:

a. Seller’s breach of this agreement or Applicable Law;

b. death, illness, personal injury, or property damage arising out of or resulting in

any way from any actual or alleged defect in a Product;

c. any act or omission of the Seller, its agents, employees, or subcontractors

relating to the sale of a Product;

d. any actual or alleged breach of Seller’s written warranty for a Product;

e. any actual or alleged infringement of any patent, trademark, copyright, trade

secret, trade dress or other intellectual property right of a non-party related to a Product, Seller

Information, or Seller Mark;

f. a Product Listing;

g. a Product actually or allegedly violating any Applicable Law; or

h. Seller’s packaging, labeling, or advertising of a Product.

10.2 Indemnification Process. If OFFER SUPERSTAR seeks indemnification from a Covered Claim, it

may provide Seller reasonably prompt notice of that claim. If OFFER SUPERSTAR sends Seller a notice of a

Covered Claim, Seller shall respond reasonably promptly to OFFER SUPERSTAR ’s request, and shall select

counsel reasonably acceptable to OFFER SUPERSTAR to handle the Covered Claim. A OFFER SUPERSTAR Party may also

hire counsel at its own expense to participate in the defense of a Covered Claim. Seller shall not

bind a OFFER SUPERSTAR Party in a settlement of a Covered Claim without that OFFER SUPERSTAR Party’s prior written

consent.

Article 11 Confidentiality; Privacy; Data and System Integrity

11.1 Definition of Confidential Information.

a. “Confidential Information” means: (1) any technical or business data or

information that a OFFER SUPERSTAR Party provides to Seller regardless of whether marked or identified as

“Confidential”, (2) the terms of this agreement, and (3) the operations and technology to be

utilized in connection with the Our site and Marketplaces.

b. Confidential Information does not include information that:

(1) pertains to goods that are sold or distributed by Seller to other retailers;

(2) is already in Seller’s possession and not covered by a confidentiality obligation;

(3) becomes publicly available without action or fault on Seller’s part; or

(4) Seller obtains from a non-party without that non-party’s breach of an obligation or duty.

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11.2 Treatment of Confidential Information.

a. Use.

(1) Seller shall use Confidential Information only for performing under this agreement.

Seller shall preserve the confidentiality of any Confidential Information and any record

containing Confidential Information.

(2) Seller shall not disclose or permit the disclosure of such information or records to any

non-party except: (A) to obtain services necessary to perform under this agreement, (B)

to obtain legal, tax, or accounting services, or (C) to respond to a valid subpoena or

similar process.

(3) Seller shall not disclose Confidential Information or records containing Confidential

Information to a non-party under section 11.2.a.2.A or 11.2.a.B unless the non-party has

a legal obligation to maintain the confidentiality of the information and Seller

reasonably believes the non-party will in fact maintain the confidentiality of the

information.

(4) If Seller seeks to disclose Confidential Information pursuant to section 11.2.a.2.C, Seller

will provide OFFER SUPERSTAR reasonable notice before disclosing the information, and OFFER SUPERSTAR may

reasonably respond to the proposed disclosure.

b. Return or Destruction. Seller shall promptly return or destroy any Confidential

Information or records containing Confidential Information at OFFER SUPERSTAR ’s request, except to the

extent the information or records are: (1) contained in backup media used as such, (2) required

to be maintained under Applicable Law, or (3) necessary for purposes of prosecuting or

defending a claim related to this agreement.

11.3 Customer Personal Information.

a. Definition. “Customer Personal Information” means any data or information

related to identified or identifiable Customers or related non-parties (such as non-parties that

Customers designate as recipients of shipments).

b. Use of Customer Personal Information. OFFER SUPERSTAR will own all Customer Personal

Information that it or Seller collects. Seller shall use Customer Personal Information only in

accordance with Applicable Law and only to perform Seller’s obligations or exercise Seller’s

rights under this agreement or as necessary for legal compliance. Seller shall not:

(1) transmit Customer Personal Information to any non-party except for purposes of

performing under this agreement;

(2) use Customer Personal Information to send marketing materials to or contact any

person except for purposes of performing under this agreement;

(3) solicit additional information from a Customer or related individual;

c. Protection of Customer Personal Information. Seller shall protect Customer

Personal Information from unauthorized access, use, deletion, degradation, encryption, or

disclosure (a “Data Breach”). Seller shall maintain industry standard data security measures and

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processes. If Seller obtains any Customer credit card data in connection with this agreement,

Seller will also comply with Payment Card Industry Data Security Standards. Seller shall not

transmit Customer Personal Information in any unsafe manner or to any person unless Seller

reasonably believes that person will maintain the confidentiality and security of the

information. If Seller learns of any Data Breach, Seller will immediately notify OFFER SUPERSTAR of the

breach and will cooperate fully with OFFER SUPERSTAR to respond to the breach.

11.4 Use of Marketplace Systems.

a. Seller Credentials. Seller shall maintain the security of Seller’s log-in credentials

to Marketplaces. Seller is responsible for any expense, loss, or liability caused by the loss or

breach of those credentials.

b. No Unauthorized Use. Seller shall not use a Marketplace or any of its systems,

code, or APIs:

(1) to violate the security of, or gain unauthorized access to, any computer, computer

network, or other device or system;

(2) to discover passwords or security encryption codes;

(3) to use any robot, spider, site search or retrieval application, or other device to retrieve

or index any portion of a Marketplace;

(4) to collect any information about Customers;

(5) to reformat or frame any portion of the Websites;

(6) to attempt to duplicate all or any part of the Marketplace or its code, or to attempt to

reverse engineer or decompile any code, or to attempt to create a substitute or

competing marketplace service;

(7) in a manner that would be detrimental to the function of the Marketplace or to other

sellers’ or Customers’ use of or access to the Marketplace.

c. No Archive Use. Seller acknowledges that OFFER SUPERSTAR is not providing archive services

and that the Marketplaces are not intended to function as archives. Seller is responsible for

maintaining independent archival and backup copies of Seller’s information.

11.5 Equitable Relief. Seller acknowledges that a breach of Article 11 would result in

harm to OFFER SUPERSTAR that could not be adequately remedied by payment of money damages, and that

OFFER SUPERSTAR may seek equitable relief, including an injunction, to prevent such a breach. Seller states

that, if OFFER SUPERSTAR seeks equitable relief to prevent a breach of Article 11, Seller will not argue that

equitable relief is not appropriate or available to OFFER SUPERSTAR.

12.2 Disputes. All disputes related to this agreement will be filed 

13.1 Use of Subcontractors. Seller may use subcontractors in its performance under

this agreement. If Seller uses subcontractors, Seller will: (a) be responsible for the acts or

omissions of its subcontractors, and (b) require subcontractors to act in compliance with this

agreement. OFFER SUPERSTAR may require Seller to stop using any subcontractor for any reason.

13.2 Invalidity; Waiver. No finding that any part of this agreement is invalid will affect

the remaining portions of this agreement. The waiver by any party of a breach of any provision

of this agreement by the other party, will not be construed as a waiver of any subsequent

breach of the same or any other provision of this agreement, nor will any delay or omission by

either party to exercise or enforce any right or remedy under this agreement operate as a

waiver of any right or remedy.

13.3 Assignment. Seller shall not assign or transfer any of its rights or obligations

under this agreement without OFFER SUPERSTAR ’s written consent. Any such attempted assignment or

transfer will be void.

13.4 Insurance. Seller shall maintain insurance coverage and limits as required by

Applicable Law and the Policies. Seller shall list OFFER SUPERSTAR and all of its subsidiaries, officers,

directors, agents, and employees as an additional insured on these policies. Seller shall include

in those policies a waiver of subrogation in favor of OFFER SUPERSTAR , and those policies shall be primary

and noncontributory with any insurance that OFFER SUPERSTAR carries.

13.5 Notice. Unless otherwise specified in this Agreement, OFFER SUPERSTAR may provide

notices to Seller through the Portal, or at the address, email address, or fax number Seller

specifies in the Portal. Seller shall send all notices to OFFER SUPERSTAR through the Portal. All notices

provided by OFFER SUPERSTAR to Seller through the Portal, or by email, fax, or any other form of electronic

communications will be construed as being “in writing”.

13.6 Integration; No Reliance. This agreement, the Policies, and any Seller specific

addenda govern Seller’s access to and use of Marketplaces. Seller states that it is not relying on

any promises or statements of fact not contained in these documents in deciding whether to

enter into this agreement.

13.7 Construction. This agreement was drafted based on “A Manual of Style for

Contract Drafting, 3d Ed.” If the terms of this agreement or a Policy conflict with the terms of a

Seller specific addendum, the terms of the Seller specific addendum will control. If the terms of

this agreement conflict with the terms of a Policy, the terms of this agreement will control.

13.8 Relationship of Parties. The parties enter this agreement intending that Seller

will be an independent contractor. This agreement does not create any partnership, joint

venture, agency, sales representative, or employment relationship between the parties. This

agreement is for the sole benefit of OFFER SUPERSTAR , Customers, and Seller, and there are no other

intended non-party beneficiaries of this agreement.

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Article 14 Definitions

14.1 “Account” means Seller’s Marketplace account, which is accessible through the

Portal.

14.2 “Applicable Law” means all requirements of federal, state, or other jurisdictional

laws, regulations, ordinances, and administration orders and rules of the India, its

territories, and all other countries in which the Products are produced, sold, or delivered.

14.3 “Business Day” means a day, Monday through Friday 

Indian holiday.

14.4 “Customer” means any customer accessing a Marketplace, or placing or

receiving any order for Products via a Marketplace.

14.5 “Customer Order” means an order of a Product by a Customer.

14.6 “IP Rights” means all intellectual property rights which now or hereafter exist

throughout the universe, whether conferred by operation of law, contract, or license, including

rights of authorship, including copyrights, moral rights and mask-works, marks, cosmetic

designs, ornamental appearance and trade dress, trade secret rights, inventions, and

technology (whether patentable or not and whether or not reduced to practice), Confidential

Information (as defined herein), software and databases, rights of publicity, patents, designs,

algorithms, and other industrial property rights, and “rental” rights and rights to remuneration;

14.7 “Parity” means that a Product’s price (including any discount, rebate, or “low

price” guarantee), quality (including quality assurances), shipping and handling charges

(including any free or discounted shipping and handling), or other benefits are at least as

favorable to Customers on the OFFER SUPERSTAR Marketplace as those associated with identical Products

offered on Seller’s other sales distribution channels.

14.8 “Seller Portal” means the online interface by which Seller accesses its

Marketplace account, communicates with OFFER SUPERSTAR Outfitters, uploads its Product Listings,

manages its Customer Orders, and other such activities related to this agreement.

14.9 “Products” means the goods, offers, or services, including shipping costs, that

Seller markets and lists for sale to Customers on the Websites.

14.10 “Product Listings” means the offers Seller creates for display on the

Marketplaces related to the sale of Products.

14.11 “Purchased Products” means the Products requested in a Customer Order.

14.12 “Restricted Products” means the items and categories listed in the Seller

Restricted Products Policy, available on the Portal.

14.13 “Seller Information Page” means the page on a Marketplace that contains the

Marketplace’s Seller terms and conditions, policies and procedures, and other information for

Sellers.

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14.14 “Seller Marks” means all of Seller’s domestic and foreign trademarks, service

marks, trade names, registrations and applications to register the foregoing, logos, and domain

names.

14.15 “Seller Taxes” means any and all sales, goods and services, use, excise, import,

export, value added, consumption and other taxes and duties assessed, incurred, or required to

be collected or paid for any reason in connection with any advertisement, offer or sale of

products by Seller, or otherwise in connection with any action, inaction or omission of Seller,

any of affiliate of Seller, or any of Seller’s or its affiliates’ employees, agents, contractors or

representatives.

14.16 “OFFER SUPERSTAR Marks” means all OFFER SUPERSTAR domestic and foreign trademarks, service marks,

trade names, registrations and applications to register the foregoing, logos, and domain names.

14.17 “OFFER SUPERSTAR Parties” means OFFER SUPERSTAR and all of its past, present and future parents,

subsidiaries, affiliates, directors, officers, and employees.