Seller Terms of Use

1.1 These Reseller Terms and Conditions (hereinafter referred to as “Terms”) outlines the terms governing the relationship between you, herein referred to as the "Reseller," and Shipper Network Tunisia Branch, herein referred to as "SHIPPER," a limited liability company, Tax ID: 1804872W, with its registered office at Lake Constance Street, Lake Constance building, Block A, 2nd floor A2.2, Tunis 1053, Tunisia.

1.2 By accepting these Terms or by using or accessing Shipper Platform, you consent to comply with these Terms. Your use of Shipper Platform signifies your legal obligation to abide by these Terms, which may be subject to updates occasionally.

1.3 If you accept these Terms on behalf of a legal entity, you affirm that you can legally bind that entity and its affiliates to these Terms. In these Terms, the terms “you” or “your” will refer to such entities.

1.4 The Reseller will be required to provide certain personal and financial information for your SHIPPER account. This information is subject to SHIPPER’s Privacy Policy, which we urge you to review to understand our privacy practices.

1.5 Your suggestions, enhancement requests, recommendations, comments, or other feedback related to the Platform may be freely used, distributed, and commercialized by SHIPPER and its affiliates.

1.6 You grant SHIPPER a non-exclusive, worldwide, transferable, sublicensable, irrevocable, royalty-free, fully paid-up license to access, use, display, reproduce, modify, and process your content in line with these Terms and SHIPPER’s Privacy Policy.

1.7 Non-compliance with these Terms may lead to the termination of your Reseller account and corresponding penalties, as detailed in the subsequent sections of these Terms. Please ensure you read and understand these Terms fully before proceeding.

2. Definitions

2.1 In these Terms, the following terms shall have the meanings assigned to them unless the context otherwise requires:

"Platform" refers to the online platform provided by SHIPPER, through which the Reseller can place orders for Products;

"Product(s)" refers to the goods offered for sale by the Suppliers through the Platform;

"Reseller" refers to the independent business entity or individual who has agreed to these Terms to access and use Shipper platform and services for the purpose of purchasing products from suppliers and reselling them to their customers. The Reseller operates independently of SHIPPER and assumes all business-related responsibilities, taxes, and liabilities associated with their operations under these Terms;

"Supplier" refers to the third-party provider(s) of the Products available on the Platform;

"Order" refers to a purchase order placed by the Reseller for the Products on the Platform;

"Party" refers individually to SHIPPER or the Reseller as the context may require, and "Parties" refers collectively to both SHIPPER and the Reseller;

"Intellectual Property Rights" refers to all intellectual property rights, including but not limited to patents, utility models, trademarks, service marks, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, moral rights, database rights, domain names, trade or business names, and any other similar or corresponding rights (whether registered or not), and all other renewals and extensions thereof in any part of the world;

"Confidential Information" refers to any information disclosed by one Party to the other Party, directly or indirectly, in writing, orally, or by inspection of tangible objects, which may include but is not limited to business and marketing plans, technology and technical information, product designs, and business processes.

"Terms" refers to these Reseller Terms and Conditions and all of the Platform’s policies and guidelines.

The terms "include" and "including" are to be construed without limitation. The headings in these Terms are for reference purposes only and shall not affect the interpretation.

3. Reseller Account and Eligibility

3.1 To facilitate easy access to your account, Shipper uses cookies (small text files) on any computer or device you use to access our website. This cookie recognizes you as a previous user or account holder, offering direct access to your account without re-entering your password or user identification.

3.2 You are accountable for the upkeep and veracity of the information you provide relating to your account.

3.3 You are responsible for maintaining the confidentiality of your account information, including your password, and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account or password or any other security breach. You may not share your password or other account access information with any other party, temporarily or permanently, and you agree to accept responsibility for all activities that occur under Your account or password, whether or not you have authorized such activities.

3.4 For security reasons, users of public or shared computers should log out of Shipper website after each visit.

3.5 In the case of identity theft involving your Shipper account, please notify our Customer Support immediately. You should also inform all credit card issuers and your local law enforcement agency.

3.6 Shipper retains the right to suspend or terminate your account at any time with or without prior notice if we suspect fraudulent activity. In such circumstances, you are not entitled to any refund or compensation.

3.7 By creating a Reseller account, you warrant the following:

You are a legal entity represented by an authorized representative or an individual over the age of 18 years, having the full legal capacity to enter into a contract;
You are able to fulfill the orders in a timely manner and in compliance with the standards and policies of Shipper platform;
The information provided by you on the Platform is accurate, complete, true, and up to date;
Your use of the platform complies with these Terms and all other agreements between parties (if any);
Your use of the Service complies with applicable laws and regulations.

4. Role, Rights, and Obligations of a Reseller

4.1 Account Creation and Verification

Upon agreeing to these Terms, you must create and verify your account. You will confirm your email address for security reasons and acknowledge that you have read, understood, and accepted all Shipper's policies and guidelines.

4.2 Product Selection and Pricing

After account creation, you can browse the products, their descriptions, prices, and available quantities from various suppliers. You can add products to your list, notify the supplier of your intent to sell, and set a default selling price.

4.3 Marketing Responsibilities

The Reseller will promote or advertise its chosen products using any means you deem appropriate. However, Shipper takes no responsibility for any expenses incurred during your marketing campaigns.

4.4 Order Management

Upon receiving orders through your sales channels, you are obligated to confirm these orders and verify the accuracy of the customer information. You must also create orders through the platform, provide all necessary details, and pay the associated fees from your account balance. If your balance needs to be increased, you are required to deposit funds through the designated portal.

4.5 Tracking and Profit Collection

It's your responsibility to track the status of your orders. If an order has been delivered and we are liable for paying you profits, you must wait for the order's validation, which should not exceed 72 business hours. The profits will then be transferred to your platform wallet in your Reseller account.

4.6 Knowledge and Awareness

You certify that you understand marketing mechanisms and strategies to generate profits and interact appropriately with your customers without violating our regulations. You bear the sole responsibility for any losses incurred by you or your customers.

4.7 Supplier Pricing Rule Adjustments

Suppliers have the right to update their pricing rules, which may include the product's price, the required deposits, and the reseller's selling price constraints. You will be notified of these changes, and it is your responsibility to either accept or reject the updated pricing rules within 48 (forty-eight) hours from the moment of receiving such notification.

In the case of acceptance, or if no response is given within the stated period, the new pricing rules will apply. However, if you choose to reject the updated pricing rules, you will be unsubscribed from that product. Please note that these changes, once accepted or in the absence of a response within the 48-hour time frame, are binding.

4.8 Reseller Rights

You have the right to access and use the platform, place product orders, and make returns in line with the stipulated terms and conditions.

4.9 Compliance and Conduct

Your platform usage must comply with Shipper’s standard published policies and all applicable laws and regulations. You are responsible for obtaining and maintaining any equipment needed to access the platform, ensuring its security, and using it responsibly without disrupting operations. Unlawful content, spamming, or any illegal use of the platform are prohibited.

4.10 Intellectual Property Rights

You must not infringe on the intellectual property rights of Shipper or any third party. You should refrain from posting links to third-party sites or using their logo, company name, etc., without their prior written permission. At the same time, by accepting the supplier’s products for realization and for promotion, the supplier grants the appropriate intellectual property rights to the supplier’s trademarks, products, and services.

4.11 Other Reseller Responsibilities

Through the Platform, Shipper can provide you with details about Suppliers such as their trade name and brand(s), as well as offer ways to get in touch with them. However, it's important to note that certain restrictions in the Supplier's Terms may prevent you from directly contacting them. If this is the case, Shipper will do everything possible to obtain the information you need from the Supplier on your behalf.

Your account may be suspended or terminated if you or anyone on your behalf contacts or attempts to contact a Supplier outside of the tools provided on the Platform without permission. It is at the Shipper's discretion whether you are allowed to contact a Supplier. Also, you should not attempt to establish a direct relationship with a Supplier outside the Platform.

5. Role, Warranties and Obligations of SHIPPER

5.1 SHIPPER is committed to ensuring smooth operations for the Reseller on the Platform. As part of this, SHIPPER has the following obligations:

5.1.1 SHIPPER will put forth reasonable efforts to ensure that the Reseller's Orders are being fulfilled within the timeframe communicated at the time of the Order placement. This includes engaging with suppliers, instructing them on “how to operate” on the platform, setting policies for them, and providing a dedicated service to ensure they function properly. However, SHIPPER is not responsible for any losses the Reseller may incur due to non-fulfilled Orders or complications arising from the fulfillment process.

5.1.2 SHIPPER is responsible for providing a functional Platform for the Reseller to place and manage Orders. SHIPPER ensures that the platform is maintained and updated as necessary to meet the operational needs of the Reseller.

5.2 SHIPPER Rights

5.2.1 SHIPPER reserves the right to modify, suspend or discontinue its service at any time, for any reason, and without notice or liability to the Reseller or any third party. This right is in addition to any other rights SHIPPER may have under these Terms or applicable law.

5.3. SHIPPER Disclaimers

5.3.1 The Platform is made available to you on an “as is” and “as available” basis, with the express understanding that we have no obligation to monitor, control, or vet the content or data appearing in the Platform.

5.3.2 You use the Platform at your discretion and risk and take full responsibility for your using the Platform.

5.3.3 Shipper makes no claims or promises about the Platform's quality, accuracy, or reliability and expressly disclaims all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

5.3.4 We are not responsible for the accuracy of the Platform work and the accuracy of functionality.

5.3.5 We are not responsible for the incorrect setting and Platform use due to any damage to you.

5.4 SHIPPER Warranties

5.4.1 Shipper’s Platform may notify the Reseller’s customer about the Orders or with a request to review the received Products.

5.4.2 Shipper may collect reviews about the products from the Reseller’s customers and make those reviews available for other resellers helping them to explore the previous customers’ experiences. This is intended to communicate feedback regarding the quality of products delivered by our suppliers.

5.4.3 Shipper has the right to contact directly with the customers in case of any issues with the shipment or other related problems.

6. Financial Transactions and Account Management

6.1 Deposits

6.1.1 Deposits into the Reseller’s account can be made through the "Deposit Funds" portal on the Platform. Validation times for deposits may vary based on the chosen method, deposit amount, and other considerations such as suspected fraudulent activity or date of deposit.

6.1.2 All deposited funds must originate from a source (such as a credit/debit card, bank, or alternative payment account) under the same name as the account holder.

6.1.3 Shipper may require confirmation of funding account ownership at any time. Failure to comply with such requests could result in the rejection of the deposit. Please ensure to obscure credit card numbers, leaving only the first 6 (six) and last 3 (three) digits visible.

6.1.4 Any additional costs such as commissions or converting fees, etc., which your bank levies, an intermediary bank, or our financial institution are your responsibility.

6.1.5 Shipper is not liable for any losses, including due to automatic or forced liquidation events, incurred through using the Platform. Users must ensure that their accounts have sufficient funds to cover all obligations. All deposited funds are non-refundable.

6.2 Withdrawals

6.2.1 Withdrawal requests can be made through the "Withdraw Funds" portal on the Platform. After making a request, please allow up to 48 (forty-eight) hours (excluding weekends and public holidays in Shipper jurisdiction) for our team to validate. Note that a withdrawal processing fee may apply.

6.2.2 Only earned funds, specifically profits from cash-on-delivery orders, can be withdrawn. Shipper reserves the right to reject any withdrawal request that violates these or any other terms and conditions.

6.2.3 Shipper may request additional information and/or documentation during the withdrawal process.

6.2.4 Withdrawals are usually processed within 48 (forty-eight) hours, excluding weekends and holidays. The arrival of the funds may take between 1 and 15 business days, depending on the chosen withdrawal method. Shipper is not responsible for delays caused by payment systems.

6.2.5 Banks may charge additional fees and intermediary institutions involved in the transaction at your expense.

6.2.6 Shipper reserves the right to refuse a withdrawal request if it is suspected to violate anti-money laundering laws or regulations or if the user fails to provide requested information.

6.2.7 Shipper is not liable for any losses due to incorrect destination account instructions/details and does not guarantee the recall of a financial transaction.

6.2.8 Withdrawal requests may be refused if there are reasonable grounds to believe that the account may go into deficit after processing the withdrawal or if the account is under a chargeback investigation.

To safeguard against fraud or money laundering, Reseller understands and agrees that allowed only to withdraw profits from orders.

7. Taxes

7.1 VAT and Other Included Taxes

7.1.1 All amounts stated on our platform are inclusive of all applicable taxes, including VAT.

7.1.2 In the event of an increase in the rate of VAT or any other applicable tax, the amount of the charges will be adjusted accordingly to ensure that Shipper's net income remains consistent.

7.2 Reseller's Tax Responsibilities

7.2.1 The Reseller is solely responsible for any taxes applicable to transactions completed on the platform with suppliers. This includes responsibility for declaring, filing and paying these taxes.

7.2.2 If a transaction involves the importation of products to be delivered to the end customer and potentially creates a tax nexus or permanent establishment for the Reseller in the territory, the Reseller is responsible for compliance with all relevant tax obligations.

7.3 Tax Liabilities of Shipper

7.3.1 If a relevant tax authority determines that Shipper is liable for the payment of any tax (including stamp, excise, or customs duties) in connection with transactions conducted on the platform, the Reseller agrees to indemnify Shipper against this liability.

7.3.2 Shipper may withhold tax from payments processed on the reseller's behalf and remit these deducted amounts to the appropriate tax authority.

7.4 Provision of Tax Information

7.4.1 Upon receipt of a written request from Shipper, the reseller must provide any information and documentation that Shipper may reasonably request to verify the reseller's identity and to comply with Shipper's legal obligations related to the taxation of payments made or processed by Shipper. This information and/or documentation may be provided to relevant government and tax authorities as necessary.

8. Pricing, Payments, and Fees

8.1 Pricing of the Products shall be determined by the suppliers contracted with SHIPPER and shall be inclusive of all taxes, levies, costs, charges, fees, and other expenses. The Reseller shall pay for the Orders placed on the Platform as per the prices indicated when placing the Order.

8.2 Invoices for Orders placed by the Reseller will be generated at the end of each calendar month. SHIPPER may collect the cost of goods before issuing the invoice, but in some cases, the Reseller may be required to pay certain penalties or other fees determined by SHIPPER. Any outstanding amounts must be paid by the Reseller within 30 (thirty) days of the invoice date unless otherwise agreed in writing by the Parties.

8.3 The Reseller acknowledges that the failure to make payments within the agreed timeframe may result in SHIPPER taking appropriate actions, including, but not limited to, restricting the Reseller's access to the Platform, legal proceedings, and termination of the Reseller’s account on Shipper’s Platform.

8.4 The Reseller agrees to adhere to the pricing guidelines provided by the suppliers. Even without specific constraints from the supplier, the Reseller should ensure that their pricing is reasonable and not overpriced to avoid any fraudulent activity. Utilizing the Platform to sell overpriced goods is strictly prohibited.

8.5. Deposits for Suppliers' Products

8.5.1. Resellers should be aware that suppliers may request a deposit of up to 70% of a product's total price when setting the price on the Platform;

8.5.2. When a supplier requests a deposit on a product, the reseller will be required to pay this deposit at the time the order is created. This deposit will be transferred to the supplier in the following scenarios:

The sale is successfully concluded.
The reseller cancels the order prior to the supplier's specified maximum shipping date.
The supplier dispatches the order within the agreed maximum shipping date, but the recipient does not pick up the order.

8.5.3. Resellers should also note the following points:

If the supplier has not dispatched the order by the agreed maximum shipping date, the reseller has the right to cancel the order. In this case, the deposit will be fully refunded to the reseller.

If the supplier ships the order after the agreed maximum shipping date, and the recipient does not pick up or reject the order, only 50% of the deposit will be refunded to the reseller. The remaining 50% will be credited to the supplier.

Remember, as a reseller, you are responsible for tracking the shipping status of your orders and taking appropriate action when necessary.

9. SHIPPER's Commission and Service Fee

9.1 The Reseller agrees that SHIPPER is entitled to a commission from the Reseller's profits at a rate specified in their account. This commission is charged for facilitating transactions and payments between the Reseller and the suppliers.

9.2 In addition to the commission, the Reseller agrees to pay a fixed service fee to SHIPPER for every shipment when placing an order through the Platform. This service fee contributes to the operational and maintenance costs incurred by SHIPPER in providing the Platform and facilitating the Reseller's activities.

9.3 SHIPPER reserves the right to modify its usage fees for the Reseller at any time, at its sole discretion. Any changes to the fees will come into effect at the end of the current month when the fees are updated or revised by Shipper. However, changes will not affect any Orders that have already been placed and confirmed.

9.4 SHIPPER will provide the Reseller with reasonable notice of any changes to subscription fees or commissions, affording the Reseller the opportunity to terminate their subscription before such changes take effect.

9.5 The Reseller's continued use of the Platform after changes to service, delivery packaging, or other fees and charges have been implemented signifies their acceptance to pay the modified fees.

9.6 The fees charged by SHIPPER may vary by territory. Full details regarding commissions and fees can be found on the "Commissions and Fees of the Reseller" page.

10. Additional Services and Subscriptions

10.1 SHIPPER may offer additional optional services to enhance the experience of both Suppliers and Resellers on the Platform. These services may incur additional charges.

10.2 The nature, scope, cost, and availability of these additional services will be communicated through the Platform. By choosing to avail of these services, the Reseller agrees to comply with any additional terms and conditions and pay any associated fees.

10.3 SHIPPER reserves the right to modify, add, or remove these additional services at any time without prior notice. However, changes will not affect any Orders that have already been placed and confirmed.

11. Order Processing and Fulfillment

11.1 Once the Reseller places an Order on the Platform, SHIPPER will promptly acknowledge the receipt of the Order, followed by a notification when the Order has been dispatched.

11.2 SHIPPER commits to reasonable efforts to ensure that Orders are fulfilled within the stated timeframe. However, the Reseller acknowledges that unexpected delays may occasionally occur. The Reseller can track his order status from his account.

11.3 SHIPPER is not liable for any non-delivery or delay in the delivery of Orders due to circumstances beyond its control (force majeure) or inaccurate delivery information provided by the Reseller.

11.4 Upon Order placement and within the Order Review page, SHIPPER will display the expected dispatch date from the supplier.

11.5 In cases where the supplier dispatches the Order later than the agreed time, barring force majeure events, and if this results in the customer rejecting the Order, SHIPPER will refund the Reseller the shipping and packing fees of that Order.

12. Returns, Exchanges, Refunds, and Disputes

12.1 By using our platform, the Reseller agrees to our Return, Exchange, Refund, and Dispute Resolution policies. These policies are accessible from the platform's dedicated page titled "Returns, Exchange, Refund, and Dispute Policy". The policy may be updated from time to time, with any changes communicated to the Reseller via email.

12.2 The Reseller has the right to return products in accordance with the return policy specific to each Supplier and Product. However, this right is only valid if the return process is initiated through the Platform and if our system permits the creation of a return request for the specific product.

12.3 If our system does not allow for the creation of a return request for a particular product, it indicates that the product is not eligible for return as per the respective Supplier's policy or the Product’s policy.

12.4 The Reseller assumes all responsibility towards their customers in relation to return issues. The Reseller also agrees to indemnify and hold SHIPPER harmless from any disputes, losses, or claims related to product returns.

13. Representations and Warranties

13.1 The Reseller affirms that they are a legitimate business entity with all necessary rights and permissions to enter into these Terms.

13.2 SHIPPER does not extend any warranties, expressed or implied, about the Platform's functionality, availability, or its freedom from errors, disruptions, or delays.

13.3 SHIPPER doesn't extend any warranty on the products sold through the Platform.

13.4 SHIPPER shall exercise commercially reasonable efforts, in line with prevailing industry standards, to maintain the Platform in a manner that minimizes errors and interruptions. It is understood that the Platform may be temporarily unavailable due to scheduled maintenance, unscheduled emergency maintenance by either SHIPPER or third-party providers or because of other causes beyond SHIPPER’s reasonable control.

13.5 SHIPPER will use commercially reasonable efforts to provide advance written or email notification of any scheduled service disruption. However, SHIPPER does not warrant that the Platform will be uninterrupted or error-free, nor does it make any warranty regarding the results that may be obtained from the use of the Services.

13.6 Except as expressly outlined in this section, the Services, their execution, and all related aspects are provided on an "as is" basis. SHIPPER disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

14. Confidentiality

14.1 Both Parties agree to maintain confidentiality regarding each other’s Confidential Information, refraining from disclosing it to any third party or using it for any purpose other than as necessary to perform under these Terms, unless required by law.

14.2 The confidentiality obligations do not apply to information that:

a) Is publicly available or in the public domain at the time of disclosure;

b) Becomes publicly available or enters the public domain through no fault of the recipient;

c) Is rightfully communicated to the recipient by individuals not bound by confidentiality obligations with respect to such information.

15. Intellectual Property Rights

15.1 All intellectual property rights in the Platform, encompassing but not restricted to text, graphics, user interface, visual interface, photographs, trademarks, logos, artwork, and computer code (collectively referred to as "Content"), including but not limited to the design, structure, selection, coordination, expression, appearance, and arrangement of such Content, belong to, are controlled by, or are licensed to SHIPPER. The Reseller agrees not to duplicate, publish, display, distribute, modify, or create derivative works from the material available on the Platform unless explicitly authorized in writing by SHIPPER.

15.2 The Reseller acknowledges and agrees that any questions, comments, suggestions, ideas, feedback, or other information about the Platform or SHIPPER's services provided by the Reseller are non-confidential and shall become the exclusive property of SHIPPER.

16. Limitation of Liability

16.1 SHIPPER will not be liable for any indirect, consequential, exemplary, incidental, or punitive damages, including lost profits, even if SHIPPER has been advised of the possibility of such damages.

16.2 SHIPPER will not be held responsible for any losses the Reseller may face due to non-fulfillment of Orders, customer dissatisfaction, or any other issues arising from the Reseller's use of the Platform or the Services.

16.3 SHIPPER commits to protecting the Reseller from counterfeit products by collecting and sharing reviews from the end buyers of the products. However, the Reseller bears the responsibility to verify the quality of the products that they purchase for their customers. This can be achieved by first ordering products to their own address to test and ensure that they match the supplier's description in the product details page. SHIPPER does not guarantee that the Reseller or their customer will receive items exactly as described by the supplier.

17. Prohibited Uses

17.1. The Reseller agrees to use the Platform only for lawful purposes and in compliance with these Terms and Conditions. The prohibited uses include but are not limited to:

17.1.1. Any action that violates national or international laws or regulations.

17.1.2. Any action intending to exploit or harm minors by exposing them to inappropriate content.

17.1.3. The transmission or sending of unsolicited promotional materials, including "junk mail," "chain letters," "spam," or similar solicitations.

17.1.4. Impersonating the Company, a Company employee, another user, or any other person or entity.

17.1.5. Any action that infringes upon the rights of others, or any illegal, threatening fraudulent, harmful activity, or any activity associated with unlawful, illegal, fraudulent, or harmful purpose.

17.1.6. Conduct that restricts or inhibits the use or enjoyment of the Service for other users or which may harm the Company or users of the Service or expose them to liability.

17.2. The Reseller agrees not to engage in the following actions:

17.2.1. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Platform or any software, documentation, or data related to the Platform.

17.2.2. Modify, translate, or create derivative works based on the Platform.

17.2.3. Use the Platform for timesharing or service bureau purposes or for the benefit of a third party.

17.2.4. Remove any proprietary notices or labels from the Platform.

17.3. Without prior written permission from the Company, the Reseller is not permitted to:

17.3.1. Transfer or make the Platform available to any third party.

17.3.2. Provide any service based on the Platform.

17.3.3. Post links to third-party sites or use their logo, company name, without their prior written permission.

17.3.4. Use the Platform for spamming or other illegal purposes.

17.4. The Reseller agrees not to upload to the Platform or create any content that violates any third party’s rights, including intellectual property and privacy rights, or that otherwise violates these Terms. Prohibited content includes but is not limited to content that depicts violence, nudity, partial nudity, unlawful acts, sexually suggestive materials, pornography, offensive or discriminatory language, threats, libel, defamation, or obscenity.

18. Due Diligence and Right to Audit

18.1. SHIPPER operates an anti-fraud and anti-money laundering compliance program and reserves the right to perform due diligence on all users of the Platform.

18.2. The Reseller agrees to provide SHIPPER with all the information, documents, and access to their business premises that may be needed:

18.2.1. To verify the Reseller's membership and the performance of their obligations under these terms and conditions;

18.2.2. For disclosure purposes, pursuant to a valid order of a court or other governmental agency;

18.2.3. As required by applicable law or regulation.

19. Force Majeure

19.1. Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, riot, war, civil unrest, flood, earthquake, or other natural disasters, or any mechanical, electronic, or communications failure. This does not include failures or delays caused by a party's financial condition or negligence.

20. Indemnification

20.1. The Reseller agrees to indemnify, defend, and hold harmless SHIPPER, its directors, officers, employees, affiliates, and agents, from and against any and all losses, expenses, damages, and costs, including but not limited to reasonable attorneys' fees, resulting directly or indirectly from or arising out of the Reseller's use of the Platform or Services, the Reseller's breach of these Terms, or the Reseller's violation of any laws or rights of a third party.

21. Severability

21.1 If any provision of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, the validity of the remaining provisions will not be affected, and they will remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision that achieves, to the greatest extent possible, the economic, legal, and commercial objectives of the invalid or unenforceable provision.

22. Assignment

22.1. The Reseller is prohibited from assigning or transferring their rights or obligations under these Terms to any other party without the prior written consent of SHIPPER.

22.2. SHIPPER reserves the right to assign or transfer these Terms, or any rights under these Terms, to any third party at its discretion, and it may do so without needing to obtain the Reseller's consent.

23. Waiver

23.1. A waiver of any breach of any provision in these Terms should not be interpreted as a continuing waiver of that breach or a waiver of any other breach of the same or any other provision in these Terms. Each breach or violation will be considered individually.

24. Governing Law and Jurisdiction

24.1. These Terms will be governed by and construed in accordance with the laws of the territory where the Platform is available without giving effect to its conflict of law rules.

24.2. Any disputes arising from or related to these Terms will be subject to the exclusive jurisdiction of the courts located within the territory. Each party hereby consents to the personal jurisdiction of these courts.

25. Third-party Rights

25.1. These Terms are entered into for the benefit of Shipper and the Reseller. It is not intended to confer any rights or remedies in favor of any third party.

25.2. The rights of the parties to terminate, rescind, or agree to any variation, waiver, or settlement under these Terms are not subject to the approval of any other person or entity.

26. Violation of Terms and Conditions

26.1. Should the Reseller be found to be in breach of these Terms and Conditions, or should SHIPPER have reasonable grounds to suspect that such a breach has occurred, SHIPPER reserves the right to take one or more of the following actions:

26.1.1. Temporarily suspend the Reseller's access to the Platform;

26.1.2. Permanently prohibit the Reseller from accessing the Platform;

26.1.3. Block computers using the Reseller's IP address from accessing the Platform;

26.1.4. Contact any or all of the Reseller's internet service providers and request that they block the Reseller's access to the Platform;

26.1.5. Terminate or delete the Reseller's account on the Platform;

26.1.6. Initiate legal proceedings against the Reseller.

26.2. If the Reseller's access to the Platform is suspended, prohibited, or blocked, the Reseller agrees not to take any steps to circumvent such actions, including but not limited to creating and/or using a different account.

27. Amendments

27.1. SHIPPER reserves the right to amend or modify these Terms and Conditions at any time, at its sole discretion. While SHIPPER will make commercially reasonable efforts to provide the Reseller with at least 14 (fourteen) days' notice of any such changes via SHIPPER's website or email, it is not obligated to do so.

27.2. The most current version of these Terms and Conditions will supersede all previous versions. The Reseller's use or continued use of the Platform constitutes acceptance of and agreement to be bound by the most recent version of these Terms and Conditions.

27.3. The Reseller can access the most recent version of these Terms and Conditions by clicking on the "Reseller Terms of Use" link at the bottom of SHIPPER's website.

28. Termination and Consequences

28.1. Either SHIPPER or the Reseller can terminate these Terms at any time, with or without cause, by providing written notice to the other party.

28.2. Upon termination, all rights and obligations under these Terms will cease, except for those rights and obligations which by their nature are intended to survive such termination. These may include, but are not limited to, payment obligations and intellectual property rights.

28.3. If the Reseller is unsatisfied with the Platform, its only remedy is to discontinue its use.

29. Entire Agreement

29.1 These Terms constitute the whole agreement between SHIPPER and the Reseller concerning its subject matter. It supersedes all previous discussions, understandings, and agreements between the parties related to the content included in these Terms.

30. Reseller Status and Responsibilities

30.1 The Reseller of products bought through our Platform is an independent business associate of SHIPPER. This means you are not an employee of SHIPPER for any reason.

31.2 You are not allowed to make any unauthorized promises, warranties, or claims on behalf of SHIPPER, a Supplier, or a product maker, or make any claims that are against the law where you do business.

30.3 These Terms don't create any employer-employee relationship, partnership, joint venture, or any other type of official business relationship between you and SHIPPER. You do not have the authority to make any commitments or obligations on behalf of SHIPPER.

30.4 You understand that you are completely separate from SHIPPER. It's your responsibility to handle and pay all applicable local, state, and federal taxes. This includes collecting and passing on any required sales taxes to the appropriate local and state authorities.

31. Acknowledgement

31.1 By using the Platform or any other services provided by SHIPPER, the Reseller acknowledges that they have read these Terms and Conditions and agree to abide by them.

31.2 If there is a conflict between translations of these Terms, the Terms in English shall prevail.

32. Enforcement of Terms and Conditions

32.1 Any failure by SHIPPER to enforce or apply any provision of these Terms and Conditions, or any related rights, does not constitute a waiver of that provision or right.

32.2 SHIPPER reserves any rights not expressly granted herein.

33. Hierarchy

33.1 In the event of any conflict between these Terms of Use and Shipper's codes, policies and guidelines shall control in the order listed herein.

34. Contact Us

34.1 If the Reseller has any questions or concerns about these Terms and Conditions or their use of the Platform, please contact SHIPPER at contact@shipper.network.