BALIKBAYAN STORE Business Solutions Agreement

General Terms

Welcome to Balikbayan Store, a suite of optional services for sellers including Selling on Balikbayan Store, Fulfillment by Balikbayan Store, Balikbayan Store Ads, Transaction Processing Services, and the Marketplace Digital Service Solutions.

The "Agreement" is known as the Balikbayan Store Business Solutions ion pAgreement. It sets forth the terms and conditions that regulate your access to and utilization of the services offered by Balikbayan Store. This Agreement is between you (whether as an individual or on behalf of a business) and Balikbayan Store. By registering for or utilizing the services, you consent to be bound by the provisions of this Agreement, which include the service terms and program policies applicable within UAE to use a service in (UAE referred to as the "Elected Country").

In this Agreement, the terms "we," "us," and "Balikbayan Store" refer to the Balikbayan Store Contracting Party and its Affiliates. The term "you" refers to the individual applicant or the business employing the applicant and its Affiliates. Capitalized terms in this Agreement have the meanings specified. In case of any conflict between the terms in this Agreement, the Program Policies will take precedence over any applicable Service Terms and the General Terms, and the applicable Service Terms will take precedence over the General Terms.

1. Seller’s Registration

In order to initiate the registration procedure, it is necessary for you to successfully fulfill the registration process for one or more of the Services. Please note that the usage of the Services is restricted to individuals or entities who possess the legal capacity to enter into and establish contracts in accordance with the relevant laws. For instance, the designated country may have regulations that prohibit minors from utilizing the Services. As a part of the application, it is mandatory for you to furnish us with your (or your business') legal name, physical address, contact number, and email address. Kindly be informed that we reserve the right to discontinue the provision of any or all of the Services at our sole discretion and without prior notification.

2. Service Fee Payments; Receipt of Sales Proceeds

The details regarding fees can be found in the applicable Service Terms and Program Policies. It is your responsibility to cover all expenses related to this Agreement. In order to use a Service, you must provide us with valid credit card information from a credit card or credit cards that are acceptable to Balikbayan Store ("Your Credit Card"), as well as valid bank account information for a bank account or bank accounts that are acceptable to Balikbayan Store (please note that the conditions for acceptance may be modified or discontinued by us without prior notice) ("Your Bank Account") You are required to use a name that you are authorized to use in connection with a Service, and you must update all the information you provide to us in connection with the Services to ensure that it remains accurate, complete, and valid at all times. By providing us with your information, you authorize us to verify it (including any updates), obtain credit reports about you periodically, obtain credit authorizations from the issuer of Your Credit Card, and charge Your Credit Card or debit Your Bank Account for any amounts payable by you to us (whether it be reimbursement or otherwise). Any payments to you will be sent to Your Bank Account through a banking network or by other means specified by us. If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Balikbayan Store or third parties, then we may, at our sole discretion, withhold any payments to you for as long as we deem necessary to mitigate any associated risks to Balikbayan Store or third parties. In the event that we determine that you owe us any amounts, we may take the following actions: (a) charge Your Credit Card or any other payment instrument you have provided to us; (b) offset any amounts payable by you to us (whether in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for the amounts due, and you will be required to make payment upon receipt of the invoice; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you through any other lawful means. If we determine that your account has been involved in deceptive, fraudulent, or illegal activity, we may, at our sole discretion, permanently withhold any payments to you. Unless otherwise specified, all amounts mentioned in this Agreement will be expressed and displayed in the Local Currency.

Furthermore, it is possible that we may request additional payments from you to ensure the proper execution of your responsibilities outlined in this Agreement. These payments may serve to minimize the potential risks associated with returns, chargebacks, claims, disputes, violations of our terms or policies, or any other risks that could impact Balikbayan Store or third parties. The nature of these payments, whether refundable or nonrefundable, will be determined by us. It is important to note that failure to adhere to the terms of this Agreement, including any relevant Program Policies, may result in the forfeiture of these payments.

As a precautionary measure, we have the option to implement transaction limits on certain customers and sellers. These limits may be based on the value of a transaction or disbursement, the total value of all transactions or disbursements within a specific time frame, or the number of transactions allowed per day or other designated period. Please note that we are not obligated to impose these limits, but we reserve the right to do so. It is important to understand that we will not be held responsible in the following scenarios: (i) if we decline to proceed with a transaction or disbursement that exceeds any limit set by us for security purposes, or (ii) if we allow a customer to cancel a transaction due to the unavailability of the Balikbayan Store Site or Service after the transaction has begun.

3. Use of Balikbayan Store Transaction Information.

You are prohibited from directly or indirectly disclosing any Balikbayan Store Transaction Information, except if necessary for performing your obligations under this Agreement. In such cases, you must ensure that the recipient uses the information solely for that purpose and complies with the applicable restrictions. Additionally, you are not allowed to use any Balikbayan Store Transaction Information for marketing or promotional purposes or in any way that contradicts our or your privacy policies or applicable laws. Lastly, you are not permitted to contact a person who has ordered Your Product with the intention of collecting any amounts or persuading them to make an alternative transaction.

You are prohibited from disparaging us, our Affiliates, or any of their or our respective products or services or any customer. Additionally, you are not allowed to target communications towards Balikbayan Store Site users. You can only use the tools and methods designated by us to communicate with Balikbayan Store Site users regarding Your Transactions. However, you are still allowed to use other information that you acquire without reference to Balikbayan Store Transaction Information for any purpose, as long as you do not target communications towards Balikbayan Store Site users.

4. Security of Password

Please note that any password you provide to us is intended for the sole purpose of accessing Seller Center (or other tools we provide, as applicable) during the Term in order to utilize the Services, electronically accept Your Transactions, and review your completed transactions. It is your responsibility to ensure the security of your password. You are prohibited from sharing your password with any third party, except for those authorized by you to use your account in accordance with this Agreement. You are solely liable for any unauthorized use or actions taken using your password. In the event that your password is compromised, it is imperative that you promptly change your password.

5. Representations.

You are confirming to us that: (a) if you are a business, you are legally organized, validly existing, and in good standing under the Laws of the country where your business is registered, and you are registering for the Service(s) within that country; (b) you have all the necessary rights, power, and authority to enter into this Agreement, fulfill your obligations, and grant the rights, licenses, and authorizations stated in this Agreement; (c) any information provided by you or your Affiliates to Balikbayan Store or its Affiliates is always accurate and complete; and (d) you and all your subcontractors, agents, and suppliers will comply with all relevant Laws while performing your obligations and exercising your rights under this Agreement.

6. Relationship of Parties

Subject to the Transaction Processing Service Terms (if the Elected Country for a Service is the UAE), you and we are considered independent contractors. This means that there is no partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You do not have the authority to make or accept any offers or representations on our behalf. It is important to note that this Agreement does not establish an exclusive relationship between you and us. Additionally, it is important to understand that nothing expressed, mentioned, or implied in this Agreement is intended to give any legal or equitable right, remedy, or claim to any person other than the parties involved in this Agreement. This Agreement, along with all the representations, warranties, covenants, conditions, and provisions within it, is intended to solely benefit Balikbayan Store, you, and customers. Regarding any third-party service or feature that you allow us to use on your behalf, you will be solely responsible for all associated obligations, including compliance with any applicable terms of use. It is crucial that you do not make any statements, whether on your site or elsewhere, that contradict the information stated in this section.

7. Confidentiality

During your utilization of the Services, there may be instances where you come across information pertaining to us or the Services that isn't publicly known, referred to as "Confidential Information." You agree to the following terms:(a) All Confidential Information shall remain the exclusive property of Balikbayan Store. (b) You will utilize Confidential Information solely to the extent reasonably required for your involvement in the Services. (c) You will not disclose Confidential Information to any other individual or entity. (d) You will take all necessary precautions to safeguard the Confidential Information against any unauthorized use or disclosure, except as expressly permitted in this Agreement. Furthermore, you are prohibited from issuing any press releases or making public statements related to the Services, or using our name, trademarks, or logo in any manner (including promotional material) without our prior written consent. You are also not allowed to misrepresent or exaggerate the relationship between us in any way.

8. Term and Termination

The term of this Agreement will begin on the date when you complete your registration for or use of a Service, whichever happens first, and it will continue until either we or you terminate it as outlined in this Agreement (referred to as the "Term"). We have the right to terminate or suspend this Agreement or any Service at any time and for any reason by providing notice to you. Similarly, you have the right to terminate this Agreement or any Service at any time using the methods specified by Balikbayan Store. Termination or suspension of one Service will not affect any other Service, unless explicitly stated otherwise. Upon termination, all rights and obligations of both parties under this Agreement will end, except for Sections 2, 3, 5, 7, 9, 10, 11, 12, 13, 15, 16 and 18, which will continue to be in effect. Additionally, any terms that expressly state they will survive termination according to the applicable Service Terms will also remain in effect.

9. Tax Compliance

In the agreement between the parties, it is your responsibility to collect, report, and pay all of your taxes. However, Balikbayan Store may agree to receive taxes or other transaction-based charges related to tax calculation services, if explicitly stated. You are required to comply with the Tax Policies. Any fees you owe to Balikbayan Store under this Agreement, or the applicable Service Terms do not include taxes, and you are responsible for paying any taxes imposed on these fees.

10. License

By accepting this agreement, you are granting us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and commercially or non-commercially exploit any and all of Your Materials. We also have the right to sublicense these rights to our Affiliates and operators of Balikbayan Store Associated Properties. However, we will not alter any of Your Trademarks, except for resizing them for presentation purposes while maintaining their relative proportions. We will also comply with your removal requests for specific uses of Your Trademarks, provided that you are unable to do so using the standard functionality available on the Balikbayan Store Site or Service. It is important to note that this agreement does not limit our right to use Your Materials without your consent if such use is permissible under applicable Law, such as fair use under UAE copyright law or referential use under trademark law, or if we have a valid license from a third party.

11. Indemnification

By agreeing to release us, you also agree to indemnify, defend, and protect us, our Affiliates, and our respective officers, directors, employees, representatives, and agents from any claims, losses, damages, settlements, costs, expenses, or other liabilities (including attorneys' fees) that may arise from or be related to the following: (a) Your actual or alleged breach of any obligations stated in this Agreement; (b) Any activities conducted on Your Sales Channels, excluding Balikbayan Store Sites and Balikbayan Store Associated Properties, including the offer, sale, performance, and fulfillment of Your Products, as well as any claims of infringement on Intellectual Property Rights and any personal injury, death, or property damage associated with these activities; (c) Actions or omissions made by Your Personnel, including any claims brought forth by them; (d) Your Taxes. You must engage legal counsel that is satisfactory to us to defend each indemnified claim. If we determine that any indemnified claim may have a negative impact on us, we reserve the right to take control of the defense at our own expense. You are not permitted to consent to any judgment or enter into any settlement of a claim without our prior written.

12. Disclaimer & General Release

The Balikbayan Store sites and the services provided, including all content, software, functions, materials, and information, are provided "a23-is." As a user of the services, you acknowledge that you use the Balikbayan Store sites, the services, and Seller Center at your own risk. We and our affiliates hereby disclaim: (i) any representations or warranties regarding this agreement, the services, or the transactions contemplated by this agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (ii) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (iii) any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. We do not warrant that the functions contained in the Balikbayan Store sites and the services will meet your requirements or be available, timely, secure, uninterrupted, or error-free. We will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.

As the Balikbayan Store is not directly involved in the transactions between customers, sellers, or other participants, if a dispute arises between any of the participants, each participant agrees to release the Balikbayan Store, its agents, and employees from any claims, demands, and damages (both actual and consequential) of all types and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that may arise out of or be in any way connected with such disputes.

13. Limitation of Liability

We will not be held responsible for any costs incurred by you or your affiliates in relation to this agreement, including but not limited to the cost of cover, recovery, or recoupment of any investment. Additionally, we will not be liable for any loss of profit, revenue, business, or data, or for any punitive or consequential damages arising from or related to this agreement, regardless of whether Balikbayan Store has been informed of the possibility of such costs or damages.

Furthermore, our total liability in connection with this agreement or the transactions contemplated will not exceed the total amounts paid by you to Balikbayan Store in the six-month period prior to the claim arising from the particular service.

14. Insurance

If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term for each applicable Elected Country commercial general, umbrella or excess liability insurance. This insurance should have the Insurance Limits per occurrence and in aggregate, covering liabilities caused by or occurring in conjunction with the operation of your business. This includes products, products/completed operations, and bodily injury. The policy(ies) should name Balikbayan Store and its assignees as additional insurers. If requested, you will provide certificates of insurance for the coverage to the following address: c/o Balikbayan Store, P.O. Box 81226, Seattle, WA 98108- 1226, Attention: Risk Management.

15. Force Majeure

We will not be held responsible for any delay or inability to fulfill our obligations under this Agreement due to reasons, events, or other matters that are beyond our reasonable control.

16. Modification

We have the right to modify any of the terms and conditions stated in this Agreement at any time and at our sole discretion. The changes will become effective once they are posted on Seller Center, or the relevant Balikbayan Store Site. It is your responsibility to regularly check these locations and stay informed about any applicable changes or notices. Any changes to the General Terms and the Service Terms will be posted for a minimum of 30 days. However, changes to Program Policies may be implemented without prior notice. We recommend that you regularly visit Seller Center and the to review the current Agreement (including the Service Terms and Program Policies) and ensure that

the items you offer comply with the relevant Service. By continuing to use a Service after Balikbayan Store has posted any changes, you are indicating your acceptance of such changes or modifications.

17. Miscellaneous

This Agreement will be governed by the Governing Laws, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. If the Elected Country is UAE, both Balikbayan Store and you consent that any dispute or claim relating to your use of the Services or this Agreement in UAE will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts. If the Elected Country is UAE, both Balikbayan Store and you consent that any dispute or claim relating to this Agreement or your use of the Services will be resolved by binding arbitration, except for claims that qualify for a small claims court or claims related to intellectual property rights, which may be brought in the Governing Courts. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court, and must follow the terms of this Agreement. To initiate arbitration, you must send a letter to our registered email address legal@balikbayanstore.com.

You are not allowed to transfer this Agreement to another party, whether by law or any other means, without obtaining our written consent beforehand. However, this Agreement will still be legally binding and applicable to the parties involved, as well as their successors and assigns. We have the option to fulfill our obligations or exercise our rights under this Agreement through any of our Affiliates. If we do not enforce strict compliance with any provision of this Agreement, it does not mean that we waive our right to enforce that provision or any other provision in the future.

We reserve the exclusive right to exercise our discretion in determining the content, appearance, design, functionality, and all other aspects of the Services. This includes the ability to redesign, modify, remove, or restrict access to any of these aspects at our discretion.

Balikbayan Store does not act as your agent or the customer's agent, except for the limited purpose stated in the Transaction Processing Service Terms (only applicable if the Elected Country for a Service is UAE). Therefore, Balikbayan Store will not serve as an agent for either party in resolving any disputes that may arise from transactions between participants.

All notices and other communications regarding this Agreement will be sent to you at the e-mail addresses you have designated for notifications and updates in your program application or within Seller Centers or, as applicable. Alternatively, Balikbayan Store may communicate with you through any other means specified by them. In addition to electronic communication, Balikbayan Store may also communicate with you through other media, and you consent to receiving such communications regardless of any "E-mail Preferences" (or similar preferences or requests) you may have indicated on the applicable Balikbayan Store Site, on Seller Center, or by any other means. To ensure that you receive all communications, it is important that you keep your e-mail addresses and other information up to date and accurate in Seller Center as applicable. If you need to send any notices or other communications to Balikbayan Store, please use the Contact Us form to reach our Merchant Services Team.

This Agreement includes and you agree to the applicable Service Terms and Program Policies, which Balikbayan Store may change occasionally. If any provision of this Agreement is considered illegal, invalid, or unenforceable, it will be separated from these terms and conditions and will not affect the validity and enforceability of the remaining provisions. If the chosen country is Canada, it is explicitly agreed by both parties that this Agreement and the applicable Service Terms and Program Policies are written in English. (The following is a French translation of the previous sentence: Si le pays choisi est le Canada, il est convenu que cet accord et tous les termes et conditions applicables sont rédigés en anglais.) If the chosen country is any country other than UAE, we may provide translations of this Agreement and the applicable Service Terms and Program Policies, but the English version will prevail. This Agreement represents the complete agreement between the parties regarding the Services and related matters, and it supersedes any previous oral or written agreements and understandings.

18. Suggestions and Other Information

If you or any of your Affiliates choose to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Balikbayan Store Site or Service (including any related Technology), we will have the freedom to use, disclose, reproduce, modify, license, transfer, and distribute, and exploit any of the aforementioned information or materials in any manner. In order to comply with governmental requests, safeguard our systems and customers, or ensure the integrity and operation of our business and systems, we may access and disclose any information we deem necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content.

Definitions

In this Agreement, the terms used have the following meanings:

"Balikbayan Store Transaction Information" refers to the combination of Order Information and any additional data or information obtained by you or your Affiliates from Balikbayan Store, its Affiliates, or any other source as a direct outcome of this Agreement, the transactions outlined in this Agreement, or the parties' execution of this Agreement.

"Balikbayan Store Associated Properties" refers to any website, mobile application, service, or feature, other than a Balikbayan Store Site, through which any Balikbayan Store Site, or its products or services, are syndicated, offered, merchandised, advertised, or described.

"Balikbayan Store Site" refers to the website, specifically the main homepage, which can be accessed through the URL www.BalikbayanStore.com. This definition also includes any future versions or alternative websites that may replace the original site.

"Balikbayan Store Site" refers to a specific website. This website is primarily accessed through the URL www.BalikbayanStore.com It includes the main home page of the website, as well as any future versions or replacements of the site.

"Seller Center" refers to the online platform and set of tools provided by Balikbayan Store. These resources are designed to assist you in effectively managing your orders, inventory, and online presence on a specific Balikbayan Store Site or any other online platform.

"Balikbayan Store Contracting Party" refers to the party outlined below.

If the Elected Country is UAE:

Service	Balikbayan Store Contracting Party
Selling on Balikbayan Store	CMG Trading and Technology FZE LLC
Selling on Balikbayan Store (if your account is enabled to list Optional Coverage Plans)	CMG Trading and Technology FZE LLC
Fulfillment by Balikbayan Store	CMG Trading and Technology FZE LLC
Balikbayan Store Ads	CMG Trading and Technology FZE LLC

The Balikbayan Store Contracting Party is the Contracting Party that provides the specific Service you register for or use in connection with the Marketplace Digital Service .

"Affiliate" refers to any entity that is directly or indirectly controlled by, controls, or is under common control with another entity.

"Person" refers to any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or any other recognizable entity, regardless of whether it has a separate legal existence. This definition applies to the context of the site.

"Content" refers to works that are eligible for copyright protection under the relevant laws, as well as content that is safeguarded by database rights under the applicable laws.

"Excluded Products" refers to the items that are specifically described on the relevant Restricted Products pages in Seller Center, as well as any other applicable Program Policy or information provided to you by Balikbayan Store.

"Law" refers to any legal provision, including laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, or any other requirements, currently in effect or that may be implemented in the future, by any competent governmental authority. These authorities can be at the federal, state, or provincial level, as applicable.

"Governing Courts" refers to the court that has jurisdiction over the matter.

If the Elected Country is UAE, then the Court of First Instance, Court of Appeal or Federal Supreme Council would have jurisdiction, depending on the amount of the claim made

"Governing Laws" refers to the relevant legal framework, which may include the following options:

The laws of UAE (if the elected country is UAE)

"Insurance Limits" refers to one of the following options that are applicable:

Five Hundred Thousand Dirhams (500,000 AED)

"Insurance Threshold" refers to one of the following options that are applicable:

Five Thousand Dirhams (AED5,000)

"Intellectual Property Right" refers to various legal protections for intangible assets, including patents, copyrights, trademarks, domain names, moral rights, trade secret rights, and other intellectual property rights. These rights are established and governed by applicable laws and encompass all associated rights such as registration, renewal, and legal remedies for any violation, misappropriation, or infringement of these rights.

"Local Currency" means the applicable one of the following:

United Arab Emirates Dirham (if the Elected Country is UAE),

"Optional Coverage Plans" refers to a range of warranties, extended service plans, and related offerings that are provided by us. These plans are determined by us and are available for you to choose from.

"Order Information" refers to the details of your product order, including both the order information and shipping information, which we will provide or make available to you through the Balikbayan Store Site.

"Program Policies" refers to a comprehensive set of terms, conditions, policies, guidelines, rules, and other relevant information that can be found on the Balikbayan Store Site, Seller Center, or the . These include the policies and agreements section of Seller Center, as well as any additional information provided in the Help section of Seller Center. It is important to note that for the Fulfillment by Balikbayan Store Service, the FBBS Guidelines are specifically included as part of the Program Policies.

"Sales Proceeds" refers to the total amount received from any of Your Transactions. This includes not only the cost of the item itself, but also any additional charges such as shipping and handling fees, gift wrapping fees, and any applicable taxes and customs duties as outlined in the relevant Tax Policies.

"Service" refers to a range of services provided by Balikbayan Store. These services include Selling on Balikbayan Store, Fulfillment by Balikbayan Store, Balikbayan Store Ads (including Balikbayan Store Sponsored Products), the Marketplace Digital Service Solutions., and, if the Service is elected to be in the UAE, the Transaction Processing Services. Additionally, this includes any associated services and materials that we offer.

"Service Terms" refers to the terms and conditions that apply to each specific service. These terms are included as part of this Agreement when you choose to register for or use the relevant service. Additionally, any changes or modifications we make to these terms in the future will also be included.

"Technology" encompasses a wide range of elements, including but not limited to: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries that are eligible for protection under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or any other functional item.

"Trademark" refers to any legally protected or protectable identifier used to distinguish a source or business, including trademarks, service marks, trade dress (including unique visual elements), trade names, logos, or other proprietary insignia. These identifiers are safeguarded under applicable laws.

"UAE Balikbayan Store Site" refers to the website known as www.BalikbayanStore.com, which serves as the main homepage. This definition also includes any future versions or alternative websites that may replace the original.

"Your Transaction" refers to any purchase made of Your Product(s) through the Balikbayan Store Site.

"Your Product" refers to any product or service, including Optional Coverage Plans, that you have offered through the Selling on Balikbayan Store Service, made available for advertising through the Balikbayan Store Ads Service, or fulfilled or processed through the Fulfillment by Balikbayan Store Service.

"Your Materials" refers to all the technology, trademarks, content, product information, data, materials, and any other items or information that you or your Affiliates provide or make available to Balikbayan Store or its Affiliates.

"Your Personnel" refers to any third party that provides a guarantee, manages, or is otherwise involved in the process of offering, selling, delivering, or completing Your Products. This includes individuals such as your employees, representatives, agents, contractors, or subcontractors.

"Your Sales Channels" refers to all the various sales channels and methods that you or any of your Affiliates utilize to offer products or services, excluding physical retail stores.

"Your Taxes" refers to a wide range of taxes, fees, levies, and duties that are applicable in various situations. These include sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes. It also encompasses regulatory fees, environmental levies, and charges that are assessed, incurred, or required to be collected or paid for any reason.

Specifically, "Your Taxes" apply in the following scenarios: (a) in relation to any advertisement, offer, or sale of products or services by you on or through the Services; (b) in connection with any products or services provided where Your Products are involved as a form of payment or exchange, either directly or indirectly; (c) in any other action, inaction, or omission by you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, where Your Products are involved as a form of payment or exchange. Furthermore, if the Elected Country is UAE, as mentioned in the Fulfillment by Balikbayan Store Service Terms, "Your Taxes" also encompass any taxes, duties

"Your Trademarks" refers to the Trademarks that exclusively belong to you and are provided by you to us. These Trademarks can take the form of non-text elements and are utilized for the purpose of branding. It is crucial that these Trademarks are submitted separately from any product-specific information or materials and are not integrated or included within them.

Selling on Balikbayan Store Service Terms

The Selling on Balikbayan Store Service ("Selling on Balikbayan Store") is a convenient service that enables you to directly offer a wide range of products and services on the Balikbayan Store Sites.

These terms and conditions for the Selling on Balikbayan Store service are a part of the overall agreement. However, they only apply to your participation in the Selling on Balikbayan Store program, unless stated otherwise. By registering for or using the Selling on Balikbayan Store service, you (either as an individual or on behalf of the business you represent) agree to be bound by the agreement, including these specific terms for the Selling on Balikbayan Store service. It is important to note that if you have entered into a separate agreement that allows you to offer your products through a specific Balikbayan Store site (such as the Merchants@BalikbayanStore.com / sell@balikbayanstore.com Program Agreement, Seller Program Agreement, or any predecessor agreements), then any transactions and tax services related to your products on that specific Balikbayan Store site will be governed by the terms of that separate agreement, rather than these Selling on Balikbayan Store service terms.

19. Your Product Listings and Orders

19-1.1 Products and Product Information. You are required to provide accurate and complete Required Product Information for each product or service that you offer through any Balikbayan Store Site. It is important to promptly update this information as necessary to ensure it remains accurate and complete at all times. Additionally, you must ensure that Your Materials, Your Products (including packaging), and your offer and subsequent sale of any of the same on any Balikbayan Store Site comply with all applicable Laws, including minimum age, marking, and labeling requirements. It is important to note that sexually explicit, defamatory, or obscene materials are not allowed, except to the extent expressly permitted under our applicable Program Policies. You are not permitted to provide any information for, or seek to offer any Excluded Products on any Balikbayan Store Sites.

Furthermore, you are not allowed to provide any URL Marks for use, or request the use of any URL Marks, on any Balikbayan Store Site.

19-1.2 Product Listing; Merchandising; Order Processing. We offer you the opportunity to list your products on a specific Balikbayan Store Site. Additionally, we will assist in merchandising and promoting your products within the guidelines set by us. This includes utilizing the Balikbayan Store Associated Properties, as well as other functions, features, advertising, or programs associated with the Balikbayan Store Site. We may implement rating mechanisms that allow shoppers to rate your products and your performance as a seller. These ratings and feedback may be made publicly available. For each order of your products through the Balikbayan Store Site, we will provide you with the necessary order information. Furthermore, we will handle all sales proceeds on your behalf and have exclusive rights to do so. These proceeds will be remitted to you in accordance with the Selling on Balikbayan Store Service Terms.

19-1.3 Shipping and Handling Charges. For products that customers order from your Balikbayan Store Site but are not fulfilled using Fulfillment by Balikbayan Store, you will be responsible for determining the shipping and handling charges. These charges will be in accordance with our Program Policies and standard functionality, which may include category-based charges for products offered by sellers on the Individual selling plan and BMVD Products. Once the shipping and handling charges are determined, you must accept them as payment in full for the shipping and handling.

Please refer to the Fulfillment by Balikbayan Store Service Terms for more information on products that are fulfilled using Fulfillment by Balikbayan Store.

19-1.4 Credit Card Fraud. We will assume responsibility for any credit card fraud risk that may occur during Your Transactions, except for Seller-Fulfilled Products that are not fulfilled in accordance with the Order Information and Shipment Information. You will be responsible for all other fraud or loss risks. We have the right to investigate, refuse to process, restrict shipping destinations, and cancel any of Your Transactions at our discretion. If we request you to do so, you must stop or cancel orders for Your Products. If you have already handed over Your Products to a carrier or shipper when we ask you to stop or cancel an order, you must make reasonable efforts to halt or cancel the delivery of that order. You must provide a refund to any customer (as outlined in Section 19-2.2) who has been charged for an order that we stop or cancel.

19-2 Sale and Fulfillment; Refunds and Returns

19-2.1 Sale and Fulfillment. In addition to the terms stated in the Fulfillment by Balikbayan Store Service Terms for each Balikbayan Store Site that you register or use the Selling on Balikbayan Store Service, you are required to: (a) Source, offer, sell, and fulfill your Seller-Fulfilled Products, as well as source, offer, and sell your Balikbayan Store-Fulfilled Products, in accordance with the terms stated in the applicable Order Information, this Agreement, and any terms provided by you or us that are displayed on the relevant Balikbayan Store Site at the time of the order. You are solely responsible for these activities and assume all associated risks. (b) Package each of Your Products in a commercially reasonable manner, ensuring compliance with all applicable packaging and labeling requirements. You must also ship each of Your Products on or before its Expected Ship Date. (c) Retrieve Order Information at least once every business day. (d) You are only allowed to cancel your transactions in accordance with the terms and conditions stated on the Balikbayan Store Site at the time of your order or as required by this Agreement. (e) It is your responsibility to fulfill the delivery of your products within the chosen country, unless prohibited by law or this Agreement. (f) You must provide Balikbayan Store with information regarding the fulfillment and status of your orders, including tracking information if available. We may request this information using the designated processes, and we reserve the right to make this information publicly available. (g) to comply with all Street Date instructions, (h) you must ensure that you are the seller of each of Your Products. (i) Additionally, include an order-specific packing slip and, if applicable, any tax invoices within each shipment of Your Products. (j) It is important to identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products. Also, make sure to identify yourself as the Person to which a customer may return the applicable product. (k) Lastly, unless expressly permitted by this Agreement, do not send customers emails confirming orders or fulfillment of Your Products. If any of Your Products are fulfilled using Fulfillment by Balikbayan Store, please note that the Fulfillment by Balikbayan Store Service Terms for the applicable Balikbayan Store Site will apply to the storage, fulfillment, and delivery of such Balikbayan Store-Fulfilled Products.

19-2.2 Cancellations, Returns, and Refunds. The refund policies of The Balikbayan Store will be applied to your products that are fulfilled using Fulfillment by Balikbayan Store. As the seller, it is your responsibility to accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the Balikbayan Store Refund Policies. However, we may also, at our discretion, handle these processes for the benefit of customers. Any payments to customers in connection with your transactions should be routed through Balikbayan Store, and we will determine the manner in which these payments are made. Please note that you will be required to reimburse us for any amounts we pay on your behalf.

19-3 Problems with Your Products

19-3.1 Delivery Errors and Nonconformities; Recalls. As the seller, you are fully accountable for any failure to perform, non-delivery, misdelivery, theft, or any other errors or actions related to the fulfillment of your products. However, there are two exceptions: (a) if the failure is due to credit card fraud, for which we are responsible under Section 19-1.4, or (b) if the failure is a result of our failure to provide you with the accurate Order Information or address verification. Please note that if you are using Fulfillment by Balikbayan Store for any of your products, the Fulfillment by Balikbayan Store Service Terms for the relevant Balikbayan Store Site will apply to any non-delivery, misdelivery, theft, or other errors or actions related to the fulfillment of those specific products.

Additionally, you are also responsible for any non-compliance or defects in your products, as well as any public or private recalls of your products or any other products provided in connection with your products. It is important that you promptly notify us as soon as you become aware of any public or private recalls of your products or any other products provided in connection with your products.

19-3.2 A-to-z Guarantee and Chargebacks. If we notify you that we have received or initiated a claim under the "A-to-z Guarantee" provided on a specific Balikbayan Store Site, or any chargeback or other dispute related to one of Your Transactions, you are required to provide us with the following information in the format and manner specified by us: (a) evidence of the fulfillment of Your Product(s) (if applicable); (b) the relevant Balikbayan Store order identification number; (c) a detailed description of Your Product(s) (if applicable); and (d) In addition to the terms provided by both parties and displayed on the Balikbayan Store Site at the time of the transaction, you are required to comply with the following conditions. If you fail to do so, or if the claim, chargeback, or dispute is not caused by (i) credit card fraud for which we are responsible or (ii) our failure to provide your Order Information accurately, you will be responsible for reimbursing us promptly. This reimbursement includes the customer's purchase amount (including the Purchase Price, shipping and handling charges, and taxes), as well as any associated credit card association, bank, or payment processing fees, re-presentment fees, and penalty fees. These fees must be paid by us or our Affiliates. If the Elected Country is UAE and we receive or initiate a claim under the "A-to-z Guarantee" for one of Your Transactions, and we determine that we are responsible for the claim, we will purchase the returned products from the customer.

In the event that you provide a refund to a customer for a transaction, and the refund is processed through us (or our Affiliate), we will reimburse you for the Referral Fee you paid to us for that specific transaction. This reimbursement will be made on the next Remittance Calculation Date.

However, please note that we will deduct the Refund Administration Fee for each of Your Products that are refunded and are not BMVD Products. This deduction will be made as an administrative fee. Additionally, any refunded taxes and customs duties will only be included to the extent specified in the applicable Tax Policies. provided, however, in the event that a complete refund of Sales Proceeds is issued for a Media Product, we will reimburse you the entire amount of any Variable Closing Fee that you have paid to us. However, if a partial refund of Sales Proceeds is issued for a Media Product, we will not reimburse any portion of the Variable Closing Fee that you have paid to us. Any refunds that are due to you under this provision will be sent to you along with our next remittance. The "Refund Administration Fee" refers to the fee specified on the Refund Administration Fee Schedule for the relevant Balikbayan Store Site.

19-4 Control of Balikbayan Store Sites

We retain the sole discretion to determine and control various elements of the Balikbayan Store Sites, encompassing content, appearance, design, functionality, and all other aspects. This authority includes the ability to redesign, modify, remove, or restrict access to any part of the sites, as well as the power to suspend, prohibit, or remove any listing as deemed necessary.

19-5 Parity with Your Sales Channels

Subject to this Section 19-5, You have the freedom to choose which of your products you want to offer on a specific Balikbayan Store Site. To ensure fairness, you need to maintain consistency between the products you offer through your Sales Channels and the products listed on any Balikbayan Store Site. (a) This means that the purchase price, along with all other terms of the offer or sale of your product (including shipping and handling charges, shipment information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefits available as a result of purchasing other products, and the terms of applicable cancellation, return, and refund policies), must be at least as favorable to Balikbayan Store Site users as the most favorable terms offered or sold through your Sales Channels (excluding any excluded offers). (b) The customer service provided for Your Products should be equally responsive and available, offering a level of support that is at least as good as the most favorable customer services offered in connection with any of Your Sales Channels. This requirement does not apply to customer service for payment-related issues on Your Transactions, as we will handle that. (c) Additionally, the Content, product and service information, and other information regarding Your Products that you provide to us should be of the same high quality as the highest quality information displayed or used in Your Sales Channels.

In the event that you become aware of any non-compliance with the conditions mentioned in (a) above, you are required to promptly compensate customers who have been adversely affected. This compensation should be in the form of appropriate refunds, as outlined in Section 19-2.2. For products that are fulfilled by the Balikbayan Store, if the shipping and handling charges associated with the sale and fulfillment of any of Your Products offered on a Balikbayan Store Site are included in the item price (referred to as a "Shipping Inclusive Purchase Price"), then the obligation mentioned in (a) above will be considered fulfilled if the Shipping Inclusive Purchase Price and all other terms of offer or sale for the product on the Balikbayan Store Site are at least as favorable to Balikbayan Store Site users as the purchase price and terms of offer or sale for the product (including any separately stated shipping and handling charges) via any of Your Sales Channels.

19-6 Compensation

You are required to pay us the following fees: (a) the Referral Fees that are applicable; (b) any Variable Closing Fee that is applicable; (c) the non-refundable Selling on Balikbayan Store Subscription Fee in advance each month; and (d) any other fees described in this Agreement that are applicable (including any fees described in the Program Policies). The "Selling on Balikbayan Store Subscription Fee" refers to the fee specified as such on the Selling on Balikbayan Store Fee Schedule for the relevant Balikbayan Store Site at the time when the fee is due. In relation to each of your transactions, the term "Sales Proceeds" is defined as set out in this Agreement.

(ii) The term "Variable Closing Fee" refers to the fee that is applicable, if any, as stated on the Variable Closing Fee Schedule for the specific Balikbayan Store Site. On the other hand, the term (iii) "Referral Fee" refers to the fee that is applicable based on the Sales Proceeds from your transaction through the specific Balikbayan Store Site, as specified on the Selling on Balikbayan Store Fee Schedule for that particular Balikbayan Store Site at the time of your transaction. The Referral Fee is determined based on the categorization of the type of product involved in your transaction, as determined by Balikbayan Store. However, it is important to note that the Sales Proceeds do not include any shipping charges set by us in the case of transactions that solely consist of products fulfilled using Fulfillment by Balikbayan Store.

19-7 Remittance of Sales Proceeds & Refunds

Except as stated otherwise in this Agreement, we will send you your available balance on a bi-weekly (14-day) basis, or more frequently if we choose to do so. The frequency of remittance may vary for each Elected Country. Your available balance for each remittance will be the total Sales Proceeds received by us or our Affiliates, less (a) the Referral Fees, (b) the applicable Variable Closing Fee, (c) any Selling on Balikbayan Store Subscription Fees, (d) any other fees described in this Agreement (including any Program Policies), (e) and any amounts required to be maintained in your account balance as per this Agreement (including payments withheld under Section 2 of the General Terms, Section 19-1.4, and applicable Program Policies).

We reserve the right to place a hold on funds in your account after evaluating the potential risks to Balikbayan Store or other parties caused by your actions or performance. Additionally, we have the authority to adjust the reserve amount as we see fit, at any given time.

When you provide or update your Bank Account information, please note that the Remittance Calculation Date may be delayed by a maximum of 14 days.

In the event that you provide a refund to a customer for a transaction, and thBe refund is processed through us (or our Affiliate), we will reimburse you for the Referral Fee you paid to us for that specific transaction. This reimbursement will be made on the next Remittance Calculation Date.

19-8 Control of Balikbayan Store Sites

19-9 Effect of Termination

Upon the termination of the Selling on Balikbayan Store Service Terms pertaining to a specific Balikbayan Store Site, all rights and obligations between the involved Parties outlined within these terms regarding that particular site will cease to exist. However, it is important to note that the rights and obligations concerning transactions conducted by you during the term will persist beyond the termination or expiration of said term.

Selling on Balikbayan Store Definitions

"Balikbayan Store-Fulfilled Products" refers to any of the products you offer that are processed and managed through the Fulfillment by Balikbayan Store Service.

"Seller-Fulfilled Products" refers to any of Your Products that are not processed or managed through the Fulfillment by Balikbayan Store Service.

"Balikbayan Store Refund Policies" means the return and refund policies published on the applicable Balikbayan Store Site and applicable to products and services offered via that Balikbayan Store Site.

"Expected Ship Date" refers to, in relation to any of Your Products, either: (a) the conclusion of the shipping availability period (commencing from the date when the relevant order is placed by the customer), or the specified shipping availability date, as applicable, provided by you in the relevant inventory/product data feed for Your Product; or (b) if you haven't specified shipping availability information in such inventory/product data feed or if Your Product falls into a product category that Balikbayan Store identifies as necessitating shipment within two (2) business days, two (2) business days following the date of the relevant order placement by the customer.

"Required Product Information" refers to the necessary details pertaining to each of Your Products associated with a specific Balikbayan Store Site, encompassing the following elements (unless expressly exempted under the applicable Program Policies): (a) description, inclusive of location-specific availability and options, scheduling guidelines, and service cancellation policies;

(b) SKU and UPC/EAN/JAN numbers, along with any other identifying information requested by Balikbayan Store within reason.

Information regarding the in-stock status and availability, shipping limitations or requirements, and Shipment Information, as per any categorizations prescribed by Balikbayan Store from time to time, is considered part of the "Required Product Information." Additionally, it includes: (d) Categorization within each Balikbayan Store product category and browse structure, as prescribed by Balikbayan Store from time to time; (e) A digitized image that accurately depicts only Your Product, complying with all Balikbayan Store image guidelines, and excluding any additional logos, text, or other markings; (f) Purchase Price; (g) Shipping and handling charges, in accordance with our standard functionality; (h) Any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of Your Product; (i) Any vendor requirements, restocking fees, or other terms and conditions applicable to such a product that a customer should be aware of prior to purchasing the product; (j) Brand; (k) Model; (l) Product dimensions; (m) Weight; (n) A delimited list of technical specifications; (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) The state or country Your Product ships from; and (q) Any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products).

"Shipment Information" refers to, concerning any of Your Products, the anticipated or guaranteed shipment and delivery date.

"Purchase Price" refers to the complete sum either payable or paid for Your Product, encompassing taxes and shipping and handling charges only as specified within the applicable Tax Policies.

"BMVD Product" refers to any item falling under the categories of books, magazines, publications, sound recordings, video recordings, or other media products, regardless of format, which may include subscriptions. However, it specifically excludes software products, computer games, and video games.

"Excluded Offer" refers to any discount, rebate, promotional offer, or other terms related to an offer or sale that you:

(a) have attempted to provide through a particular Balikbayan Store Site but which we do not currently honor or support (with the provision that such exclusion remains in effect until we begin to honor or support the same offer on that Balikbayan Store Site). (b) Additionally, it refers to offers made exclusively to third parties who either (i) purchase products solely for resale and are not end users of such products (i.e., wholesale purchasers), or (ii) if the elected country is UAE, have affirmatively elected and opted-in to participate in your or one of your affiliates' membershi23-based customer loyalty or customer incentive programs.

"Media Product" encompasses any item such as a book, magazine, publication, sound recording, video recording, software product, computer game, video game, or any other media product in any format, inclusive of related subscriptions, that is made available through a Balikbayan Store Site.

"Remittance Calculation Date" refers to the specific date that occurs two (2) business days prior to the actual date of remittance, which is designated as the "Remittance Calculation Date."

"Street Date" refers to the date or dates, if applicable, designated by the manufacturer, distributor, and/or licensor of a product as the deadline before which certain details about the product (such as the title of a book) should not be publicly disclosed, or the product should not be distributed or otherwise provided to customers.

"URL Marks" refer to any trademark, logo, name, phrase, identifier, or character string that includes or integrates any to23-level domain (e.g., .com, .edu, ae) or any variation of a to23-level domain (e.g., dot com, dotcom, net, or com).

"Your Transaction," as utilized within these Selling on Balikbayan Store Service Terms, refers to any and all transactions conducted exclusively through Selling on Balikbayan Store, as defined in the General Terms of this Agreement.

Fulfillment by Balikbayan Store Service Terms

"Fulfillment by Balikbayan Store" (FBBS) offers fulfillment and related services for your products.

These FBBS Service Terms are an integral component of the Agreement and, unless explicitly stated otherwise, pertain solely to your involvement in FBBS. By registering for or utilizing FBBS, you (on behalf of yourself or the business you represent) consent to abide by the Agreement, including these FBBS Service Terms. You explicitly acknowledge and agree that Balikbayan Store reserves the right to enlist its Affiliate(s) or a third party to carry out one or more of the fulfillment and associated services delineated below.

If the elected country is UAE, the following provisions apply to you: Despite any contrary clauses within the Agreement, if there are any elements outlined in the "Standard Storage Bailment Terms and Conditions that are not covered in the Agreement, including these FBBS Service Terms, such provisions will be addressed and determined through discussion and mutual agreement of the parties upon your request.

Fulfillment Services

Your Products

Once your application for FBBS is approved, you're required to apply to register each product you intend to include in the FBBS program. We reserve the right to refuse registration of any product in FBBS, including if it's deemed an FBBS Excluded Product or if it violates applicable Program Policies. You retain the option to withdraw registration of any of Your Products from FBBS at any time.

20-2 Product and Shipping Information

You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete information about Your Products registered in FBBS, and will provide Fulfillment Requests for any Units fulfilled using FBBS that are not sold through an Balikbayan Store Site ("Multi-Channel Fulfillment Units"). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.

20-3 Product and Shipping Information

20-4 Shipping to Balikbayan Store

20-4.1 Except as outlined in Section 20-3.4 and Section 20-5, FBBS is restricted to Units that are transported to and from fulfillment centers situated within the designated Elected Country, intended for delivery solely to customers within the same Elected Country. You are obligated to ship Units to us in accordance with applicable Program Policies. All expenses associated with shipping the Units to the shipping destination, including freight and transit insurance costs, are your responsibility, and Balikbayan Store will not cover any shipping expenses. You are also liable for the payment of all customs, duties, taxes, and any other applicable charges. In the event of any improperly packaged or labeled Unit, we reserve the right to either return the Unit to you at your expense (as outlined in Section 20-7) or to re-package or re-label the Unit and charge you an administrative fee.

20-4.2 You are prohibited from delivering to us, and we reserve the right to refuse acceptance of, any shipment or Unsuitable Unit.

20-4.3 At our discretion, we may permit you to ship Units to fulfillment centers using discounted shipping rates, provided you cover the expenses as described in Section 20-9.2. Should this option be available, you must adhere to the processes and furnish the necessary information required for obtaining such discounted rates. Furthermore, you are obliged to comply with the standard operating procedures, weight and size limitations, and other shipping prerequisites of the designated carriers.

Please note that while we may furnish estimated shipping costs before shipment, you acknowledge and agree that actual shipping costs may vary from these estimates. Additionally, if the weight of the Unit, as determined by the applicable carrier, differs from the weight provided by you for estimating shipping costs, then: (a) you may incur additional charges if the carrier determines that the Unit weighs more than the weight submitted by you. or (b) You may be charged the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by you. You are prohibited from using carrier account information, such as carrier account number or shipping rates, for any purpose or disclosing such information to any third party.

Additionally, you must safeguard this information as Balikbayan Store's confidential information in accordance with Section 13 of the General Terms of this Agreement. Regarding shipments using discounted rates provided by us, you will be considered the shipper of record between you, us, and the applicable carrier. We will make payment to the carrier for the shipment of all Units utilizing such discounted rates. However, title and risk of loss for any Unit shipped using these discounted rates will remain with you. Our provision of these shipping rates does not incur any liability or responsibility for us concerning any delay, damage, or loss during shipment. You grant authorization to the applicable carrier to furnish us with all shipment tracking information.

20-4.4 If you ship Units from outside the designated Elected Country to fulfillment centers, you must identify yourself as the importer/consignee and designate a customs broker. In the event that Balikbayan Store is listed on any import documentation, we reserve the right to decline acceptance of

the Units specified in the import documents. Any costs imposed on or incurred by Balikbayan Store will be recovered from Your Bank Account, deducted from amounts owed to you, or through another method of our choosing.

20-5 Storage

Upon confirming receipt of delivery, we will provide storage services as delineated in these FBBS Service Terms. We will maintain electronic records to track inventory of Units, identifying the quantity of Units stored at any given fulfillment center. Physical marking or segregation of Units from other inventory units (e.g., products with the same Balikbayan Store standard identification number) owned by us, our Affiliates, or third parties in the relevant fulfillment center(s) is not required. Should we opt to commingle Units with other inventory units, both parties acknowledge that our records will sufficiently identify which products are Units. We retain the right to relocate Units among facilities. In the event of loss or damage to any Units while in storage, our sole recourse will be to reimburse you in accordance with the FBBS Guidelines. Upon our request, you must provide a valid tax invoice for the compensation paid. If we reimburse you for a Unit, we reserve the right to dispose of the Unit as per Section 19-7. This reimbursement constitutes our total liability for any duties or obligations, and serves as your only right or remedy. You are solely responsible for any loss of, or damage to, any Units at all other times. Our confirmed receipt of delivery does not: (a) signify or imply that any Unit has been delivered without loss or damage, or that any subsequent loss or damage to any Unit occurred after confirmed receipt of delivery; (b) indicate or imply that we received the specified number of Units of Your Product(s) as specified by you for such shipment; or (c) waive, limit, or reduce any of our rights under this Agreement. We reserve the right to impose, and alter as necessary, scheduling restrictions and volume limitations on the delivery and storage of your inventory in fulfillment centers, and you must adhere to any such restrictions or limitations.

20-6 Fulfillment

As part of our fulfillment services, we will dispatch Units from our inventory of Your Products to the shipping addresses within the designated Elected Country as specified in valid customer orders, or as provided by you in a Fulfillment Request. Units may be shipped alongside products purchased from other merchants, including those from our Affiliates. Additionally, we reserve the right to ship Units separately even if they are included in a single Fulfillment Request. If you choose to participate in our export fulfillment services, we will also ship Your Products that we deem eligible (referred to as "Foreign-Eligible Products") to Foreign Addresses within countries determined to be eligible for foreign shipments. This is subject to the additional terms outlined in the applicable FBBS Guidelines regarding foreign shipments.

20-7 Customer Returns

20-7.1 You are responsible for accepting and processing returns, as well as providing refunds and adjustments, for any Multi-Channel Fulfillment Units in accordance with the terms outlined in the Agreement, including the applicable Program Policies.

20-7.2 We will handle the reception and processing of returns for any Balikbayan Store Fulfillment Units that were dispatched to addresses within the designated Elected Country, following the terms outlined in your Seller Agreement, these FBBS Service Terms, and the Program Policies. Any Sellable Units that are both Balikbayan Store Fulfillment Units and properly returned will be reintegrated into the inventory of Your Products within the FBBS Program. We reserve the right to fulfill customer orders for Your Products using any returned Balikbayan Store Fulfillment Units. Unless otherwise specified in Section 20-7, you will regain ownership of all Units returned by customers.

20-7.3 Subject to Section 20-7, we will, upon your instruction, either return or dispose of any Selling on Balikbayan Store Unit that is returned to us by a customer and that we determine to be an Unsuitable Unit.

20-7.4 If Balikbayan Store receives a customer return of a Multi-Channel Fulfillment Unit, you will instruct us to either return or dispose of the Unit at your own expense. Failure to provide such instructions may result in us disposing of the Unit as outlined in Section 20-7.

20-8 Returns to You and Disposal

20-8.1 You have the option to request at any time that Units be returned to you or that we dispose of Units.

20-8.2 We reserve the right to return Units to you for any reason, including upon termination of these FBBS Service Terms. Returned Units will be dispatched to your specified shipping address. However, in the event that (a) the designated shipping address we have on file for you is outdated or incorrect, (b) you have not provided a designated shipping address within the Elected Country, or (c) we are unable to make arrangements for you to cover the return shipment costs, then the Unit(s) will be considered abandoned, and we may choose to dispose of them at our sole discretion.

We reserve the right to dispose of any Unsuitable Unit, and you will be considered to have consented to our action in the following circumstances: (i) immediately if, in our sole discretion, we determine that the Unit poses a safety, health, or liability risk to Balikbayan Store, our personnel, or any third party; (ii) if you fail to instruct us to return or dispose of any Unsuitable Unit within thirty (30) days after we notify you of the Unit's recall; or (iii) if you fail to instruct us to return or dispose of any Unsuitable Unit within thirty (30) days (or as otherwise specified in the applicable Program Policies) after we notify you. Furthermore, you are responsible for reimbursing us for expenses incurred in connection with any Unsuitable Units.

20-8.3 We reserve the right to dispose of any Unit, including any Unsuitable Units, in the manner of our choosing. Title to each disposed Unit will transfer to us at no cost as required for us to dispose of the Unit, and we will retain all proceeds, if any, received from the disposal.

20-8.4 You will be promptly informed of any recalls or potential recalls concerning any of Your Products, and you agree to cooperate and assist us in all aspects of such recalls, including initiating the procedures for returning items to you as per our standard processes. You are responsible for covering all costs and expenses incurred by you, us, or any of our or your Affiliates in connection with any recall or potential recall of any of Your Products. This includes expenses related to returning, storing, repairing, liquidating, or delivering these products to you or any vendor.

20-9 Customer Service

20-9.1 For Multi-Channel Fulfillment Units, we will not have any customer service obligations except to forward any inquiries to your attention at the contact information you provide. Additionally, we will make a reasonable amount of information available regarding the status of the fulfillment of Your Products if requested by you and if we possess the requested information. You are responsible for ensuring that all your policies and communications to your customers regarding shipping of Your Products and other fulfillment-related matters align with our policies and requirements. This includes adhering to our guidelines regarding shipping methods, returns, and customer service. You must prominently display on your website(s), in emails, or in any other media or communications, any specific disclosures, messaging, notices, and policies that we require.

20-9.2 We will assume responsibility for and hold sole discretion regarding all customer service matters related to packaging, handling, shipment, and customer returns, refunds, and adjustments concerning Balikbayan Store Fulfillment Units. We reserve the right to determine whether a customer is entitled to a refund, adjustment, or replacement for any Balikbayan Store Fulfillment Unit, and to request reimbursement from you if we determine that you are liable under the terms outlined in the Agreement, including these FBBS Service Terms and the Program Policies. However, customer service matters unrelated to Balikbayan Store Fulfillment Units will be handled in accordance with your Seller Agreement.

20-9.3 In situations concerning Balikbayan Store Fulfillment Units where the wrong item was delivered, or the item was damaged, lost, or missing, unless we determine that the cause of such request is attributable to you or any of your employees, agents, or contractors, we will, as your sole and exclusive remedy and at our discretion: (a) For any Balikbayan Store Fulfillment Unit: (i) Ship a replacement Unit to the customer and reimburse you in accordance with the FBBS Guidelines for the replacement Unit, or (ii) Process a refund to the customer and reimburse you in accordance with the FBBS Guidelines for the Unit; or (b) For any Multi-Channel Fulfillment Unit, reimburse you in accordance with the FBBS Guidelines for the Unit (and you will, upon our request, provide us with a valid tax invoice for the compensation paid to you). Any customer refunds will be processed in accordance with the Selling on Balikbayan Store and the Transaction Processing Service Terms (if the Elected Country for a Service is the UAE). Despite the Selling on Balikbayan Store Service Terms, we reserve the right to retain the applicable fees payable to us under the Selling on Balikbayan Store Service Terms and these FBBS Service Terms, respectively. Except as explicitly provided in this Section 19-8.3, you will be responsible for all costs associated with any replacement or return.

20-9.4 If we provide a replacement Unit or refund to a customer as outlined in Section 20-8.3, and the customer subsequently returns the original Unit to us, we reserve the right to dispose of the Unit in accordance with Section 20-7. Alternatively, if the returned Unit is deemed sellable, we may, at our discretion, return it to your inventory as per Section 20-6. In the event we return a Unit to your inventory, you are responsible for reimbursing us for the applicable Replacement Value (as specified in the FBBS Guidelines) of the returned Unit. Any replacement Unit dispatched by us under these FBBS Service Terms will be considered and treated as an order and sale of such Unit from you to the customer via the relevant Balikbayan Store Site or Service. This transaction is subject to the terms and conditions outlined in this Agreement and your Seller Agreement.

20-10 Compensation for Fulfillment Services

20-10.1 Handling and Storage Fees. You are responsible for paying the applicable fees outlined in the relevant Fulfillment by Balikbayan Store Fee Schedule. Storage Fees will be charged starting from the day (up to midnight) that the Unit arrives at a fulfillment center and becomes available for fulfillment by Balikbayan Store. This includes Unsuitable Units, where the Storage Fees commence on the day of arrival (up to midnight). The Storage Fees will continue until the earlier of: (a) The day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of the Unit; or (b) The day (up to midnight) we actually ship the Unit to your designated return location or dispose of the Unit.

20-10.2 Shipping and Gift Wrap. For any Balikbayan Store Fulfillment Units, we will determine the amounts charged to the customer for shipping and gift wrap services for the Units fulfilled through the FBBS Program. These charges will be considered your charges to the customer, and we will provide you with a report detailing them. We will then charge you a fee equal to the amount of such charges to the customer, and you are responsible for paying this fee to us. In cases where Units sold through the Balikbayan Store Site qualify for the "Free Shipping" promotion, the amounts charged to the customer for shipping the Selling on Balikbayan Store Units fulfilled by Balikbayan Store will initially be charged to the customer. Subsequently, these charges will be deducted from the total charges to the customer as part of your promotion, and Balikbayan Store will not impose the fee described above. If you choose to ship Units to us using the shipping rates that we offer pursuant to Section 19-3.3, you will be required to reimburse us for the actual amounts charged to us by the applicable carrier for such shipments.

20-10.3 Proceeds. We retain the right to retain all proceeds from any Units that we dispose of or to which title transfers, including returned, damaged, or abandoned Units. You will not hold any security interest, lien, or other claim to the proceeds that we receive in connection with the sale, fulfillment, and/or shipment of these Units.

20-11 Indemnity

In addition to your obligations outlined in Section 6 of the General Terms of this Agreement, you agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim arising from or relating to: (a) The Units, regardless of whether title has transferred to us, including any Unit that we identify as yours pursuant to Section 20-4, irrespective of whether such Unit is the actual item you originally sent to us. This includes any claims related to personal injury, death, or property damage. (b) The shipment, export, or delivery of Your Products to Foreign Addresses, encompassing any classification data and other information provided by you to us in connection with such activities, and notwithstanding any rights we have under Section 20-5 or any certifications we may make regarding the shipment, export, or delivery of Your Products. (c) Any of Your Taxes or the collection, payment, or failure to collect or pay Your Taxes. (d) Any sales, use, value-added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, as well as any customs, duties, or similar assessments (including penalties, fines, or interest on any of the foregoing) imposed by any government or other taxing authority in connection with the shipment of Foreign-Eligible Products to Foreign Addresses, collectively referred to as "Foreign Shipment Taxes".

20-12 Release

You, representing yourself and any successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns, and any other individual or entity asserting claims in connection with them (collectively referred to as the "Releasing Parties"), hereby acknowledge full and complete satisfaction of and unconditionally and irrevocably release and forever fully discharge Balikbayan Store and each of our Affiliates. This release extends to any and all of our and their predecessors, successors, and Affiliates, both past and present. It also encompasses each of our and their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, both past and present, as well as each of them and all Persons acting by, through, under, or in concert with any of them (collectively, the "Released Parties"). You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort, product liability, contract, warranty, or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for or use FBBS, which the Releasing Parties are giving up by agreeing to these FBBS Service Terms. It is your intention in agreeing to these FBBS Service Terms that these FBBS Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them. Additionally, you acknowledge, on behalf of yourself and all other Releasing Parties, that you are familiar with Section 1542 of the Civil Code of the State of California, as follows:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

You, on behalf of yourself and all other Releasing Parties, expressly waive and relinquish any rights that you had or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the law of any other jurisdiction, to the full extent that you may lawfully waive all such rights pertaining to the subject matter of these FBBS Service Terms.

20-13 Disclaimer

In addition to the disclaimer provided in Section 7 of the general terms of this Agreement, we explicitly disclaim any duties typically associated with a bailee or warehouseman. Furthermore, you expressly waive all rights and remedies typically afforded to a bailor, whether such rights and remedies arise under common law, statute, or any other legal provision, in relation to or stemming from the possession, storage, or shipment of your products by us, our affiliates, or any contractors or agents acting on our behalf or on behalf of our affiliates.

20-14 Effect of Termination

Upon termination of the Agreement or these FBBS Service Terms concerning a specific Elected Country, we will act according to your instructions to either return or dispose of the Units held in that country, as outlined in Section 20-7. However, should you fail to provide such direction within thirty

(30) days, or as otherwise specified in the applicable Program Policies, subsequent to termination, we reserve the right to independently elect to return and/or dispose of the Units, either wholly or partially, in accordance with Section 20-7. In such circumstances, your consent to our actions will be implied. Upon termination of these FBBS Service Terms pertaining to a particular Elected Country, all associated rights and obligations between the parties will be terminated, except for those specified in Sections 20-1 through 20-13 concerning Units received or stored by Balikbayan Store as of the termination date, which will continue beyond termination.

20-15 Tax Matters

You acknowledge and understand that storing Units at fulfillment centers may establish a tax nexus for you in any country, state, province, or other localities where your Units are stored. Consequently, you will bear sole responsibility for any taxes incurred as a result of such storage.

In the event that Foreign Shipment Taxes or Your Taxes are levied against us due to our provision of services for you under the FBBS Program or otherwise in accordance with these FBBS Service Terms, you agree to assume liability for such Foreign Shipment Taxes and Your Taxes. Furthermore, you will indemnify and hold Balikbayan Store harmless from any such Foreign Shipment Taxes and Your Taxes, as detailed in Section 20-10 of these FBBS Service Terms.

20-16 Additional Representation

In addition to the representations and warranties outlined in Section 5 of the General Terms of this Agreement, you affirm and guarantee to us that: (a) You possess valid legal title to all Units and hold all necessary rights to distribute them and fulfill obligations under these FBBS Service Terms. (b) You commit to delivering all Units to us in new condition, or as otherwise specified by you in the relevant Your Product listing, and in a commercially viable state. (c) All Units and their packaging adhere to all relevant marking, labeling, and other regulatory requirements mandated by applicable laws. (d) No Unit has been or will be produced or manufactured, either wholly or partially, through child labor or convict or forced labor. (e) You, along with all subcontractors, agents, and suppliers involved in the production or delivery of Units, will strictly comply with all applicable laws of the Elected Country, its territories, and any other countries involved in the production or delivery process. This includes adherence to laws governing facility operations, business practices, and labor standards, encompassing working conditions, wages, hours, and minimum worker ages. (f) All Foreign-Eligible Products: (i) Can be lawfully exported from UAE as relevant, without necessitating any license or other form of authorization. (ii) Can be lawfully imported into any eligible country and comply with all pertinent laws of said country.

20-17 FBBS Definitions

"Balikbayan Store Fulfillment Units" are Units fulfilled through FBBS and subsequently sold via a Balikbayan Store Site. To eliminate confusion, if you have registered for or utilized both FBBS and Selling on Balikbayan Store Services, then the terms "Balikbayan Store Fulfillment Units" and "Balikbayan Store Fulfilled Products" in the Selling on Balikbayan Store Service Terms both pertain to the same items.

"Multi-Channel Fulfillment Units" refers to Units as defined in Section 20-2.

"Fulfillment Request" signifies a request that you submit to us, following the standard methods for submission as prescribed by us, to fulfill one or more Multi-Channel Fulfillment Units.

"FBBS Excluded Product" refers to any Unit that qualifies as an Excluded Product or is otherwise prohibited by the relevant Program Policies.

"Foreign Address" is defined as follows: (a) If the Elected Country is UAE, it pertains to any mailing address located outside of the fifty states of the UAE or Puerto Rico, or any APO/FPO address. (b) If the Elected Country is not UAE, it refers to any mailing address located outside of the Elected Country.

"Unit" refers to a single unit of Your Product that you provide to Balikbayan Store as part of your participation in the FBBS Program

"Sellable Unit" refers to a Unit that does not meet the criteria of an Unsuitable Unit.

"Unsuitable Unit" refers to a Unit that meets one or more of the following criteria:

(a) It is defective, damaged, unfit for a specific purpose, or lacks required label(s). (b) The labels for which were either not correctly registered with Balikbayan Store before shipment or do not match the product that was registered. (c) It is classified as an FBBS Excluded Product or fails to comply with the Agreement (including relevant Service Terms and Program Policies). (d) Balikbayan Store determines it to be unsellable or unfulfillable. (e) Balikbayan Store determines it to be otherwise unsuitable.s

"Seller Agreement" encompasses the Selling on Balikbayan Store Service Terms, the Merchants@ Program Agreement, the Marketplace Participation Agreement, any subsequent iterations of these agreements, or any analogous agreement (as determined by Balikbayan Store) between you and us that enables you to offer products and services through a designated Balikbayan Store Site.

"Shipping Information" refers to the following details concerning any purchased Unit(s): the recipient's name, the shipping address, the quantity of Units to be shipped, and any additional shipping-related Information that we may reasonably require.

Balikbayan Store Ads Service Terms

"Balikbayan Store Ads," including Balikbayan Store Sponsored Products, refers to a service that enables you to advertise Your Products on Balikbayan Store Network Properties.

These Balikbayan Store Ads Service Terms constitute a part of the Agreement, and unless expressly stated otherwise, they pertain solely to your engagement in Balikbayan Store Ads. By registering for or utilizing Balikbayan Store Ads, you (whether on your own behalf or on behalf of the business you represent) consent to abide by the Agreement, including these Balikbayan Store Ads Service Terms.

21-1 Balikbayan Store Ads

Your Ads may be exhibited or made accessible on Balikbayan Store Network Properties as determined by us. However, we do not guarantee the display or availability of Your Ads on any Balikbayan Store Network Property, nor do we assure that Your Ads will appear in any specific position or rank. Notably, we reserve the right, at our sole discretion, to restrict, modify, or otherwise dictate the content, appearance, design, functionality, and all other facets of Your Ads. Moreover, we retain the authority to remove any of Your Ads without prior notice.

With the exception of explicitly stated provisions within the Agreement, you bear sole responsibility for all obligations, risks, and other facets pertaining to the sale of any of Your Products referenced in Your Ads. This encompasses, but is not limited to, order processing, order fulfillment, returns, refunds, recalls, misdelivery, theft, customer service, and tax collection. Furthermore, you are solely accountable for all advertisement content, URLs, and any other information you furnish to us regarding Your Ads, as well as the websites or other properties to which Your Ads direct users (excluding the Balikbayan Store Site).

We reserve the right to employ mechanisms that rate, or enable users to rate, Your Products and/or your performance, and we may opt to make these ratings and feedback publicly accessible.

Additionally, we retain the discretion to utilize any means we deem necessary to review and monitor Your Ads with the aim of enhancing our service and the quality of advertisements.

21-2 Product Information

You agree to furnish, in accordance with applicable Program Policies, precise and comprehensive information for each of Your Ads, adhering to the format stipulated by us. It is your responsibility to keep this information up to date, ensuring its accuracy and completeness at all times. Furthermore, you shall refrain from supplying any information for, or attempting to advertise for sale on any Balikbayan Store Network Property, any products that are unlawful or are otherwise prohibited by applicable Program Policies.

21-3 Balikbayan Store Ads Requirements

You commit to treating users and customers who access Your Products via any of Your Ads with courtesy and respect throughout all stages of the purchasing process, resolving any related customer service issues brought to your attention by us or them to our and their satisfaction in a prompt and professional manner, in line with the highest industry standards. Moreover, you pledge to ensure that Your Materials, as well as your advertisements, offers, sales, and fulfillment of Your Products, adhere to all applicable Laws and Program Policies. You agree not to engage, directly or indirectly, in any fraudulent, impermissible, inappropriate, or unlawful activities in connection with your participation in Balikbayan Store Ads, including: (a) Sending multiple listings of identical products in the same feed or sending multiple feeds under different accounts; (b) Generating fraudulent, repetitive, or otherwise invalid ads, impressions, queries, or other interactions, whether through automated applications or otherwise; (c) Collecting any user information from any Balikbayan Store Network Property or extracting, indexing, or caching any portion of any Balikbayan Store website or services or the websites or services of our Affiliates, whether through automated applications or otherwise; (d) Targeting communications of any kind based on the intended recipient being a user of any Balikbayan Store Network Property; (e) Interfering with the proper functioning of any Balikbayan Store Network Property, Balikbayan Store Ads, or our systems; (f) Attempting to circumvent any mechanism we employ to detect or prevent any of the activities described in this paragraph.

21-4 Payment and Tax Matters

You agree to remit the applicable fees as calculated by us for your utilization of the Balikbayan Store Ads Service. Any per Click fee will be determined solely by Balikbayan Store based on the amount you bid for each of Your Ads, in accordance with any applicable product category minimums and Program Policies.

You consent to pay the applicable fees as calculated by us for your utilization of the Balikbayan Store Ads Service solely in the applicable Local Currency. In addition to any other permissible means stipulated by the Agreement, we may collect the applicable fees: (a) Following the payment ladder delineated in the Program Policies. (b) On a recurring monthly basis for any outstanding fees accrued subsequent to the last ladder payment charged each month. Should we opt to issue an invoice for amounts owed to us under the Agreement, you undertake to settle the invoiced amounts within 30 days of the date of the relevant invoice. We reserve the right to demand payment of interest on all outstanding amounts not paid by their due date, at a rate of 1.5% per month compounded monthly (equivalent to 19.56% compounded annually) or the highest legally permissible rate, whichever is lower. Furthermore, you are liable to reimburse us for all fees incurred in connection with our efforts to collect payable amounts and past due amounts. You waive all claims related to the fees we charge (including fees based on suspected invalid Ads on or invalid impressions of Your Ads) unless claimed within 60 days after the date charged. You acknowledge that third parties may generate impressions or Ads on Your Ads for improper purposes, and you assume this risk. Your exclusive recourse for any suspected invalid impressions or Ads is to request advertising credits within the specified timeframe outlined above.

21-5 Effect of Termination

Upon termination of the Term of the Agreement or these Balikbayan Store Ads Service Terms, all rights and obligations stipulated in these Balikbayan Store Ads Service Terms will cease, except for the provisions outlined in Sections 21-1, 21-2, 21-4, 21-5, 21-6, and 21-7, which will endure beyond termination.

21-6 Agents

If you are an Agent: (a) You affirm and warrant that you have been duly appointed as an agent of a Balikbayan Store Ads Participant, possessing full authority to enter into this Agreement on behalf of the Balikbayan Store Ads Participant and bind them to its terms.

You further warrant that all actions undertaken in connection with this Agreement and the Balikbayan Store Ads Service will fall within the scope of this agency, and that the Agreement, including these Balikbayan Store Ads Service Terms, will be legally enforceable against the Balikbayan Store Ads Participant in accordance with its provisions. (b) Upon our request, you will furnish written confirmation of the agency relationship between you and the Balikbayan Store Ads Participant, including explicit acknowledgment from the Balikbayan Store Ads Participant recognizing you as its Agent and authorizing you to act on its behalf in relation to Balikbayan Store Ads. (c) Except as explicitly stipulated in the Agreement, you shall refrain from making any representations, warranties, promises, or guarantees about Balikbayan Store Ads, us, or your association with us. (d) You pledge to execute your duties pursuant to the Agreement, including these Balikbayan Store Ads Service Terms, in a professional manner consistent with any requirements established by us. (e) You agree not to utilize any information obtained in connection with Balikbayan Store Ads for marketing efforts aimed at our existing advertisers or Balikbayan Store Ads Participants. (f) Both you and the Balikbayan Store Ads Participant bear responsibility for all payment obligations outlined in these Balikbayan Store Ads Service Terms. Each party waives any rights that might necessitate us to proceed against one or more of you before proceeding against the other. (g) You will adhere to all restrictions applicable to the Balikbayan Store Ads Participant under this Agreement, including confidentiality and non-use obligations. For instance, you will not disclose any Confidential Information generated or collected in connection with Balikbayan Store Ads to any individual or entity other than the relevant Balikbayan Store Ads Participant. Additionally, you will not utilize any Confidential Information generated or collected in connection with Balikbayan Store Ads for any purpose other than creating, managing, and reporting advertising campaigns on Balikbayan Store Network Properties on behalf of the specific Balikbayan Store Ads Participant that has expressly authorized you to do so.

21-7 Miscellaneous

21-7.1 Representations. In addition to the representations and warranties delineated in Section 5 of the Agreement, you assert and guarantee to us that: (a) On any website to which Your Ads link, excluding the Balikbayan Store Site, you will consistently post and adhere to a privacy policy that conforms to all applicable Laws. (b) Your Materials, along with any information displayed on your website or on any website to which Your Ads link (pertaining to the Balikbayan Store Site, to the extent such information is derived from Your Materials), conform to all applicable Laws. This includes compliance with all marking and labeling requirements, and refraining from containing any false, misleading, infringing, defamatory, obscene, or sexually explicit materials, except where expressly permitted under applicable Program Policies.

21-7.2 Indemnification. In addition to your obligations outlined in Section 10 of the Agreement, you undertake to indemnify, defend, and hold harmless us, our Affiliates, as well as our and their respective officers, directors, employees, representatives, and agents against any Claim arising from or associated with: (a) Your participation in Balikbayan Store Ads, encompassing, but not limited to, the display of any of Your Ads, any Content, data, materials, or other items or information to which Your Ads link, or any actual or alleged infringement of any Intellectual Property Rights by any of the aforementioned; (b) Your actual or alleged breach of any representation, warranty, or obligation delineated in these Balikbayan Store Ads Service Terms or the Program Policies; (c) If you are an Agent, any breach or alleged breach of Section 19-6 or your other representations, warranties, or obligations delineated in these Balikbayan Store Ads Service Terms.

21-7.3 Disclaimers. In addition to the disclaimers delineated in Section 11 of the Agreement, we and our Affiliates disclaim, and you waive all claims regarding any guarantees about the timing, positioning, adjacency, performance, quantity, or quality (as applicable) of: Placements, Targeting, Impressions, Ads, Click rates, Conversion rates, Audience size, Demographics, Advertising costs

21-7.4 API Partner. You have the option to authorize another entity, referred to as an "API Partner," to access or utilize the Balikbayan Store Ads Service on your behalf via an application program interface or other designated means. However, your authorization of an API Partner to access or use the Balikbayan Store Ads Services is contingent upon our consent, which we reserve the right to grant or withdraw at any time at our sole discretion. You are required to ensure that your API Partner is bound by, and complies with, all restrictions applicable to you under this Agreement, including confidentiality and non-use obligations. In the relationship between you and us, you will bear full responsibility for the actions, omissions, and obligations of your API Partner, as if they were your own actions, omissions, and obligations.

Balikbayan Store Ads Definitions

"Agent" refers to an advertising agency or any other individual or entity that represents a Balikbayan Store Ads Participant as its agent.

"Balikbayan Store Ads Participant" denotes any individual or entity enrolled in Balikbayan Store Ads by you, provided you are the Agent of that individual or entity.

"Your Ads" refers to any advertisement for Your Product, generated from Your Materials, and displayed through Balikbayan Store Ads.

"Balikbayan Store Network Properties" encompasses: (a) The Balikbayan Store Site; (b) Any website, device, service, feature, or other online point of presence operated by Balikbayan Store or any of our Affiliates; and (c) Any Balikbayan Store Associated Properties.

Marketplace Digital Service Solutions. Terms

The Marketplace Digital Service Solutions. (“MDSS”) is a Service that enables your systems to interface with certain features or functionality available to Sellers. These MDSS Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in MDSS. BY REGISTERING FOR OR USING THE MARKETPLACE DIGITAL SERVICE SOLUTIONS., YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE MARKETPLACE DIGITAL SERVICE SOLUTIONS. TERMS.

22-1 Description of the Marketplace Digital Service Solutions..

We may offer you MDSS Materials that enable your systems to interact with certain features or functionality accessible to Sellers. These MDSS Materials, along with the Marketplace Digital Service Solutions. (MDSS), are provided by us at no cost, subject to the General Terms of this Agreement and the Marketplace Digital Service Solutions. Terms. It's important to note that all terms and conditions applicable to MDSS and MDSS Materials are exclusively between you and us. In instances where MDSS Materials constitute Public Software, they may be provided to you under a separate license agreement. In such cases, regardless of any other provision in this Agreement, that license will govern your use of those MDSS Materials. However, it's clarified that, unless expressly prohibited by the license governing any MDSS Materials considered Public Software, all non-license provisions of this Agreement will remain applicable.

22-2 License and Related Requirements.

22-2.1 Generally. Subject to your successful completion of our online registration process for MDSS and your adherence to the terms outlined in this Agreement, including all relevant Program Policies, we grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to perform the following: (a) Access and utilize MDSS, and install, copy, and use MDSS Materials, exclusively to support your use of the Services covered by this Agreement in accordance with any applicable MDSS Specifications. Or (b) Access and utilize MDSS, and install, copy, use, and distribute MDSS Materials, for the purpose of integrating or enhancing a Seller's systems with the features and functionality permitted by us through MDSS. However, this is solely permitted to support Sellers who:

(i) Have been approved by us as participating in good standing in the applicable Services covered by this Agreement. (ii) Have explicitly authorized you to provide support services for their Selling Account under an agreement between you and the respective Seller.

22-2.2 Selling Account. You are required to maintain a Selling Account (which may be a Staging Account) in good standing throughout the duration of the Term.

22-2.3 License Restrictions. You may utilize and access MDSS and relevant MDSS Materials exclusively through MDSS APIs that are documented and provided by us. You are prohibited from, and must not authorize any other party to: (a) Reverse engineer, decompile, or disassemble MDSS or MDSS Materials. (b) Modify or create derivative works based on MDSS or MDSS Materials, either in whole or in part. (c) Distribute copies of MDSS or MDSS Materials.

(d) Remove any proprietary notices or labels attached to MDSS or MDSS Materials. (e) Use any Public Software in a manner that necessitates disclosing, licensing, distributing, or otherwise making MDSS or MDSS Materials available to anyone, as required by the license applicable to such Public Software. (f) Resell, lease, rent, transfer, sublicense, or otherwise transfer rights to MDSS or MDSS Materials. (g) Utilize or access MDSS or MDSS Materials in a manner aimed at avoiding incurring any applicable fees, or exceeding usage limits or quotas. (h) Engage in any activities prohibited by us. Furthermore, all licenses granted in these Marketplace Digital Service Solutions. Terms are subject to your ongoing compliance with this Agreement. These licenses will be immediately and automatically terminated if you fail to comply with any term or condition of this Agreement.

22-2.4 Account Identifiers and Credentials. To utilize MDSS APIs, you are required to utilize your Account Identifiers and Credentials in accordance with these Marketplace Digital Service Solutions.

Terms. Your Account Identifiers and Credentials are intended for your personal use only, and you must ensure their confidentiality and security. You bear sole responsibility for all activities conducted using your Account Identifiers and Credentials, regardless of whether these activities are performed by you or a third party (including your employees, contractors, or agents). If you suspect that an unauthorized third party may have access to your Account Identifiers and Credentials, or if they are lost or stolen, you must promptly notify us. Please note that we are not liable for any unauthorized use of your Account Identifiers and Credentials.

22-2.5 Security of Your Information. You bear full responsibility for the development, content, operation, and maintenance of Your Information, as well as for appropriately configuring and utilizing MDSS. It is your duty to implement measures to maintain the security, protection, and backup of Your Information. This includes employing encryption technology to safeguard them against unauthorized access and regularly archiving them. Please note that we do not assume liability for any unauthorized access to, alteration of, or deletion, destruction, damage, loss, or failure to store any of Your Information associated with MDSS. This encompasses situations arising from errors, actions, or omissions committed by you, Sellers, or any other third party.

22-2.6 MDSS Applications. Before deploying your MDSS Application for commercial purposes, it is imperative that you conduct comprehensive testing to verify its proper functionality with MDSS and MDSS Materials. This testing should encompass ensuring compliance with MDSS Specifications, among other requirements.

22-2.7 Information and System Access. If you access or use MDSS or MDSS Materials as outlined in Section 22-2.1 of this Agreement, you are prohibited from accessing or using any Selling Account unless the following conditions are met: (a) Approval in Writing: Access and use must be pre-approved in writing by the Seller as part of a binding agreement between you and the Seller.

Required for Delivery or Operation: Access and use must be necessary for delivering or operating an MDSS Application on behalf of the Seller in accordance with the aforementioned agreement. You are not permitted to modify the account settings, Content, or offers of any Selling Account unless specifically authorized in writing by the Seller as part of a binding agreement between you and the Seller. Additionally.
Use of MDSS Transaction Information or Personal Information: You may only access or use MDSS Transaction Information or Personal Information for the purpose of delivering or operating an MDSS Application on behalf of the Seller. You may not reproduce, disseminate, or disclose MDSS Transaction Information or Personal Information to any third party for any purpose.

Protection of Information: You must implement appropriate technical and organizational measures to safeguard against unauthorized or unlawful processing or use of MDSS Transaction Information or Personal Information. You must also ensure logical separation of this information from other data and maintain documentation of the location of all copies of such information stored by or for

22-3 Termination

22-3.1 Termination of Your Access to MDSS and MDSS Materials. We reserve the right to limit, suspend, or terminate your access to MDSS and all MDSS Materials at any time and for any reason upon notice to you, including but not limited to circumstances where:

Your use of MDSS or MDSS Materials (a) poses a security risk to MDSS or MDSS Materials or any Seller or other of our customers, (b) may harm our systems or any Seller or other of our customers, or (c) may subject us or any third party to.
You are using MDSS or MDSS Materials for fraudulent or illegal.
Our provision of any aspect of MDSS or MDSS Materials to you is prohibited by.

Upon any suspension or termination of your access to MDSS, you must immediately discontinue the use of MDSS and all MDSS Materials. Furthermore, upon termination, you must promptly destroy all MDSS Materials in your possession. In the event of suspension or termination, we reserve the right to invalidate your Account Identifiers and Credentials for accessing the Balikbayan Store Network in relation to MDSS and MDSS Materials.

22-3.2 Effect of Termination. Upon the termination of these Marketplace Digital Service Solutions. Terms, all rights and obligations outlined within these terms will cease to exist, except for those specifically delineated in Sections 22-1 through 22-10, which will remain in effect after termination.

22-4 Modifications to MDSS or MDSS Materials.

We reserve the right to modify, deprecate, or terminate MDSS or MDSS Materials, including altering or removing features or functionalities, as we deem necessary.

22-5 Notices

For any notices or inquiries you wish to send to us regarding these Marketplace Digital Service Solutions. Terms, MDSS, or MDSS Materials, please contact us at the provided Contact Address.

22-6 Suggestions

If you provide us with suggestions for improving MDSS or MDSS Materials (referred to as "MDSS Suggestions"), we will own all rights to these suggestions, regardless of any confidentiality designation you may have assigned to them. We have the right to use these suggestions without any restrictions. By providing us with MDSS Suggestions, you irrevocably assign all rights to us and agree to assist us in documenting, perfecting, and maintaining our rights to these suggestions. We may also conduct periodic surveys with Sellers to assess their satisfaction with MDSS and MDSS Materials, and we reserve the right to publicly report the survey results.

22-7 Rights in MDSS, MDSS Materials, MDSS Specifications, and the Balikbayan Store Network

Under this Agreement, we or our licensors hold all rights, titles, and interests in MDSS, MDSS Materials, MDSS Specifications, and the Balikbayan Store Network. Apart from what is specified in Section 21-2 of this Agreement, you do not acquire any rights to MDSS, MDSS Materials, MDSS Specifications, or the Balikbayan Store Network, including any associated intellectual property rights, from us or our licensors.

22-8 Indemnification

In addition to your responsibilities outlined in the General Terms of this Agreement, you agree to protect, indemnify, and hold harmless us, our Affiliates, our licensors, and all of our respective employees, officers, directors, and representatives from any Claims arising from: (a) your utilization of MDSS or MDSS Materials, including any of Your Materials you upload, transfer, or make available through MDSS; (b) Your Information or its combination with other applications, Content, or processes, including any claims of alleged infringement or misappropriation of third-party rights or the utilization, development, design, production, advertising, or marketing of Your Information; or

any disputes between you and any Seller. If we or any of our Affiliates are required to respond to a third-party subpoena or other compulsory legal order or process regarding your use of MDSS or MDSS Materials (as outlined in clause (a) above), you will reimburse us for reasonable attorney fees, as well as the time and materials of our or their employees and contractors spent addressing the third-party subpoena or other compulsory legal order or process at our or their current hourly

For Claims specified in clauses (a) through (c) above, you must: (i) defend against any Claim with your chosen counsel (subject to our prior written consent); or (ii) settle the Claim as you deem appropriate, provided you obtain our prior written consent before reaching any settlement. We may also take control of the defense and settlement of the Claim at any time.

22-9 Disclaimers

In addition to the disclaimers outlined in the General Terms of this Agreement, MDSS and MDSS Materials are provided "as is". We, along with our affiliate companies and licensors, make no representations or warranties of any kind, whether express, implied, statutory, or otherwise, regarding MDSS or MDSS Materials. This includes any warranty that MDSS or MDSS Materials will be uninterrupted, error-free, or free of harmful components, or that any software, data, text, audio, video, images, or other content you access, use, store, retrieve, or transmit in connection with MDSS, including Your Information, will be secure or not otherwise lost or damaged.

Except to the extent prohibited by law, we, our affiliates, and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. Additionally, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) the inability to use MDSS or MDSS Materials, including as a result of any termination or suspension of this Agreement or your use of or access to MDSS or MDSS Materials; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to MDSS or MDSS Materials; or (d) any termination or suspension of this Agreement or your use of or access to MDSS or MDSS Materials.

We and our affiliate companies and licensors reserve the right to discontinue providing or deprecate MDSS and any MDSS Materials, and may change the nature, features, functions, scope, or operation of MDSS and any MDSS Materials from time to time. You agree that neither we nor any of our affiliate companies or licensors will be liable to you for any of the foregoing actions.

22-10 Other Terms

22-10.1 Non-Exclusive Rights. The rights granted to you in this Agreement are nonexclusive, meaning that we reserve the right to: (a) Develop or have developed for us products, services, concepts, systems, or techniques that are similar to or compete with any of the products, services, concepts, systems, or techniques that you may develop or use in connection with MDSS or MDSS Materials. (b) Hire, appoint, or assist third-party developers or systems integrators who may offer products, services, concepts, systems, or techniques that are similar to or compete with yours.Each party is free to establish its own pricing for its products and services .As between you and us, you will be solely responsible and liable for payment of all costs and expenses incurred by you or your employees in connection with the performance of your obligations and exercise of your rights under these Marketplace Digital Service Solutions. Terms or under any agreement you enter into with any Seller or other third party.

22-10.2 Confidentiality. You agree not to disclose any Confidential Information made available to you under these Marketplace Digital Service Solutions. Terms. However, you will not be required to maintain the confidentiality of any information made available under these terms if: (a) It is or becomes publicly available without a breach of this Agreement. (b) Documentation can demonstrate that you already knew the information at the time of receipt from us without breaching this Agreement or any other agreement between you and us. (c) It is received from a third party who did not obtain or disclose it through wrongful or tortious means. (d) Documentation can demonstrate that you independently developed the information without reference to our Confidential Information.

22-10.3 Import and Export Compliance. In using MDSS and MDSS Materials, you agree to comply with all relevant import, re-import, export, and re-export control laws and regulations, which include but are not limited to the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs enforced by the Office of Foreign Assets Control.

22-10.4 No Third Party Beneficiaries. Except as explicitly stated in these Marketplace Digital Service Solutions. Terms, no individual or entity that is not a party to these terms shall have any rights as a third-party beneficiary.

Marketplace Digital Service Solutions Definitions

"Seller" refers to any individual or entity, including yourself if applicable, that is engaged in participating in a service covered by the agreement.

"Selling Account" refers to the password-protected account provided by us to a Seller to support their participation in one or more services covered by this Agreement.

"Balikbayan Store Network" refers to the internal data center facilities, servers, networking equipment, and host software systems (such as virtual firewalls) owned or operated by us or our Affiliate Companies. These resources are within our or their reasonable control and are utilized to provide MDSS or MDSS Materials

"Account Identifiers and Credentials" refer to account IDs and any unique public key/private key pair issued by us or an Affiliate Company, enabling you to access and utilize MDSS or MDSS Materials.

"API" stands for "application programming interface." It refers to a set of rules and protocols that allows different software applications to communicate and interact with each other. APIs define the methods and data formats that developers can use to request and exchange information between software systems..

"Personal Information" encompasses all personally identifiable information pertaining to Sellers, customers, and other third parties. This includes, but is not limited to, details such as name, address, email address, phone number, survey responses, and purchase history.

"Contact Address" means: admin@Balikbayan Store.com, with a copy to P.O. Box 81226, Seattle, WA 98108-1226, Attn: Marketplace Digital Service Solutions. Support.

"Your Information" refers to the software, data, text, audio, video, images, or other content that you utilize in connection with MDSS or MDSS Materials. This includes any content that you cause to interface with MDSS or upload to MDSS.

"Public Software" refers to any software, documentation, or other material that contains or is derived, either wholly or partially, from software, documentation, or other material distributed under free software, open-source software, or similar licensing or distribution models. This includes materials licensed or distributed under licenses or distribution models such as: (a) GNU General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) Mozilla Public License; (d) Netscape Public License; (e) Sun Community Source License (SCSL); (f) Sun Industry Standards License (SISL); (g) BSD License; and (h) Apache License.

"MDSS Application" refers to a software application or website that interfaces with MDSS or MDSS Materials.

"MDSS Materials" refers to any software, data, text, audio, video, images, or other content provided by us in connection with MDSS. This includes APIs, related documentation, software libraries, and other supporting materials, irrespective of format.

"MDSS Specifications" refers to technical and operational specifications, security protocols, and other documentation or policies provided or made available by us regarding MDSS or MDSS Materials.

"MDSS Transaction Information" refers to any information, data, or content related to a Selling Account, a customer, or transactions processed by or for the Balikbayan Store Contracting Party or any of its affiliate companies, whether on a website or otherwise.

"Staging Account" refers to a Selling Account that has the status "in staging," which we provide to a third-party service provider. This account allows the provider to access our online portals and tools intended for Sellers. The purpose of this access is to integrate or enhance a Seller's systems with the features or functionality accessible through MDSS or MDSS Materials.

Transaction Processing Services Terms

By registering for or utilizing any service other than Balikbayan Store Ads, where the elected country is UAE, you (on behalf of yourself or the business you represent) agree to adhere to these Transaction Processing Service Terms for that service. However, if a separate agreement governs the offer, sale, or fulfillment of your products on the US Balikbayan Store Site, the terms of that agreement will persist in governing the processing of your transactions to the extent described in that agreement.

23-1 Payments Processing Agency Appointment

You grant authorization to Balikbayan Store Payments, Inc. ("Balikbayan Store Payments") to act as your agent for the purposes of processing payments, refunds, and adjustments for Your Transactions, as well as for receiving and holding Sales Proceeds on your behalf. Furthermore, Balikbayan Store Payments is authorized to remit Sales Proceeds to Your Bank Account, charge your Credit Card, and make payments to Balikbayan Store and its Affiliates for amounts owed by you in accordance with this Agreement or other agreements you may have with Balikbayan Store Affiliates. Balikbayan Store Payments is responsible for providing the services described in these Transaction Processing Service Terms and the related services outlined in Sections 19-1.4, 19-2.2, 19-6, and 20-8.3 of the Agreement, collectively referred to as the "Transaction Processing Services."

When a buyer directs us to pay you, you acknowledge and agree that the buyer authorizes and instructs us to allocate the buyer's payment (after deducting any applicable fees or other amounts collected under this Agreement) to you. You also agree that buyers fulfill their obligations to you for Your Transactions when we receive the Sales Proceeds. We will transmit funds to you in accordance with the terms outlined in this Agreement.

23-2 Remittance

Subject to Section 2 of the General Terms of this Agreement, Balikbayan Store Payments will transmit funds to you as outlined in Section 19-6 of the Agreement and these Transaction Processing Service Terms. The obligation of Balikbayan Store Payments to transmit funds collected on your behalf is restricted to funds that have been actually received by Balikbayan Store Payments, minus any amounts owed to Balikbayan Store, subject to chargeback, reversal, or withholding for anticipated claims in accordance with this Agreement. Without diminishing Balikbayan Store's entitlement to collect any amounts you owe, the receipt of Sales Proceeds by Balikbayan Store Payments relieves you of your obligation to pay applicable fees and other amounts under this Agreement to the extent that the Sales Proceeds are equal to or exceed the fees and other amounts owed, and those Sales Proceeds are utilized to settle those fees and amounts.

23-3 Your Funds

Your Sales Proceeds will be held in an account with Balikbayan Store Payments (a "Seller Account") and will represent an unsecured claim against Balikbayan Store Payments. Your Sales Proceeds are not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to you, Balikbayan Store Payments may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable Laws. You will not receive interest or any other earnings on any Sale Proceeds. To the extent required by applicable Laws, Balikbayan Store Payments will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

23-4 Verification

We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time to time consumer credit reports to establish or update your Seller Account or in the event of a dispute relating to this Agreement or the activity under your Seller Account. You agree to update all Seller Account information promptly upon any change. The Balikbayan Store Payments Privacy Notice applies to your use of the Transaction Processing Services.

23-5 Dormant Accounts

If there is no activity (as determined by us) in connection with your Seller Account for the period of time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your Seller Account open and maintaining the Sales Proceeds in your Seller Account. If you do not respond to our notice(s) within the time period we specify, we will send the Sales Proceeds in your Seller Account to your state of residency, as determined by us based on the information in your Seller Account. If we are unable to determine your state of residency or your Seller Account is associated with a foreign country, your funds may be sent to the State of Delaware.