Home/VALUESBIG SELLER AGREEMENT

VALUESBIG SELLER AGREEMENT

last updated version 5.1.11 dated 01.01.2020

Welcome to our Business Solutions suite tailored for your business needs. Valuesbig Inc. Seller Agreement contains a range of e-marketplace services such as;

Selling on Valuesbig
Microstore Services
Product Ads Services
3rd Party Payment Processing Services
Dispute Resolution and Arbitration Services

1-BASICS

As used in this Agreement, "we," "us," and "VALUESBIG" means the applicable VALUESBIG Contracting Party including its respective officers, directors, employees, representatives, agents and any of its applicable Affiliates, and "You" means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates. In case of any conflict in understanding or interpretation, the Program Policies have precedence over any applicable Service Terms and the General Terms, and the applicable Service Terms have precedence over the General Terms.

THIS VALUESBIG INC. SELLER AGREEMENT (THE "AGREEMENT") IS AN AGREEMENT BETWEEN YOU AND VALUESBIG AND CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. WHEN YOU REGISTER FOR AND / OR USE THESE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY FOR THE COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE ("ELECTED COUNTRY").

YOU CAN NOT ASSIGN THIS AGREEMENT TO YOUR SUCCESSORS OR THIRD PARTY IF;

1-YOU ARE AN INDIVISUAL SELLER

2-YOU ARE A PROPRIETORSHIP CONCERN. In these cases, a new agreement may be signed.

HOWEVER, IN OTHER FORMS OF BUSINESS LIKE A PARTNERSHIP CONCERN OR A PRIVATE/PUBLIC LIMITED COMPANY, IN CASE, CONSTITUTION IS NOT DIS-CONTINUED DUE TO ENTRY/EXIT/DEATH OF ANY PARTNER/DIRECTOR AND IT REMAINS A GOING CONCERN, THIS AGREEMENT MAY BE ASSIGNED TO SUCCESSORS.

IF ANY PROVISION OF THIS AGREEMENT IS DEEMED UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION WILL BE DEEMED SEVERABLE FROM THESE TERMS AND CONDITIONS AND WILL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

2-Terms of Registration and Termination

You can use any or all of these services once you have successfully completed registration process and have completed enrolment. However, Both, We and You, may at any time, cease using/providing any or all of the Services at our/your sole discretion and without notice.

For Registration, you need to provide us few details including your (or your business') legal name, mailing address, phone number and e-mail address. Only persons who can lawfully enter into a legal contract can enroll for our services. After registration, however, you will be subject to physical visit in order to complete registration process and to qualify for a verified seller.

The term of this Agreement will start on the date of your completed registration for or use of a Service, whichever occurs first, and will continue until terminated by us or you as provided in this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service for any reason at any time with/without notice to you. You may terminate this Agreement or any Service or the Promotion Site for any reason at any time by closing your account or opting out of a particular service. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate except any terms that expressly survive according to the applicable Service Terms will survive termination.

3-Service Fee Structure and Handling of Sales Proceeds.

Fee details are described in the Schedule of Charges which is subject to revision from time to time. As per applicable SoC, we charge a flat commission of 15%. It is inclusive of payment processing charges of HBL Payment Gateway which are 3.0% of selling price. It also includes bank transfer fees.

Seller account is credited net of all bank charges and Valuesbig 15% commission in Pakistani Rupee at the same conversion rate at which accumulative funds were credited to Valuesbig account.

Valuesbig believes on a commission structure which is simple and lowest. Our competitor marketplaces charges 15% average commission while it goes as high as 25% yet it is does not include payment processing charges and bank transfer fees. Moreover, they have multiple other charges like variable closing fee and per item fee which complicates fee structure as well as confuses sellers.

You are responsible for all of your expenses in connection with this Agreement. To use a Service, a valid credit card information from a credit card company acceptable to us and listed on our website ("Your Credit Card"), and/or a valid bank account information for a bank account or bank accounts acceptable to VALUESBIG ("Your Bank Account"). Your title of account must match with your registered name with VALUESBIG. You authorize us (and will provide us documentation evidencing your authorization upon our request or upon our visit to our business premises) to verify your information (including any updated information), to obtain credit reports about you from time to time OR to obtain credit authorizations from the issuer of your Credit Card Company.

EXCEPT AS PROVIDED OTHERWISE, ALL AMOUNTS CONTEMPLATED IN THIS AGREEMENT WILL BE EXPRESSED AND DISPLAYED IN USD. IF WE DISCOVER ERRONEOUS OR DUPLICATE TRANSACTIONS, WE RESERVE THE RIGHT TO SEEK REIMBURSEMENT FROM YOU BY DEBITING YOUR BANK ACCOUNT, OFFSETTING FUTURE PAYMENTS OWED TO YOU, CHARGING YOUR CREDIT CARD, OR SEEKING SUCH REIMBURSEMENT FROM YOU BY ANY OTHER LAWFUL MEANS.

All payments owed to you will be remitted to Your Bank Account through a banking network or by other means specified by us. For any amounts you owe us, we may (a) charge Your Credit Card; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt maximum within 30 days and will pay 1% penalty amount on a monthly basis for every 30 days or part thereof exceeding first 30 days ; (d) reverse any credits to Your Bank Account through direct debit authority or (e) seek such payment or reimbursement from you by any other lawful means.

SUCH CONDITIONS FOR ACCEPTANCE AND OTHER DETAILS AS EXPLAINED ABOVE MAY BE MODIFIED OR DISCONTINUED BY US AT ANY TIME WITHOUT NOTICE.

IF YOU’RE ACTIONS RESULTS IN CHARGEBACKS, CLAIMS, DISPUTES, RETURNS OR OTHER RISKS, THEN WE MAY IN OUR SOLE DISCRETION WITHHOLD ANY PAYMENTS TO YOU UNTIL THE COMPLETION OF ANY RELATED INVESTIGATION. IF WE DETERMINE THAT YOUR ACCOUNT HAS BEEN USED TO ENGAGE IN DECEPTIVE, FRAUDULENT, OR ILLEGAL ACTIVITY, THEN WE MAY IN OUR SOLE DISCRETION DELETE YOUR ACCOUNT AND PERMANENTLY WITHHOLD ANY CREDITS ACCRUED/TO BE ACCRUED IN YOUR ACCOUNTS.

As a security measure, we may, but are not required, to impose certain limits on transaction value, disbursement value, Value of cumulative transactions or disbursements during a period of time, or the number of transactions per day or other period of time.

We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason or (ii) if we permit a customer to withdraw from a transaction because a VALUESBIG Site or Service is unavailable following the commencement of a transaction.

PLEASE NOTE THAT FUNDS ARE ONLY REMITTED WHEN GOODS HAVE BEEN DELIVERED. VALUESBIG RESERVES THE RIGHT TO HOLD SOME FUNDS TO COVER PROBABLE CHARGEBACKS, REFUNDS AND MONEY BACK GUARANTEE CLAIMS.

4-License

You grant us an irrevocable and perpetual worldwide license which is royalty-free, non-exclusive to use, include rights to; reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of any and all of your Materials and to commercially or non-commercially exploit it in any manner. These rights also allow us to sublicense the foregoing rights to our Affiliates and operators of VALUESBIG Associated Properties. We cannot and will not alter any of your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the applicable VALUESBIG Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable law (e.g., fair use under Pakistan and International copyright law, referential use under trademark law, or valid license from a third party).

5. Representations.

Before you join VALUESBIG and Register for any or All of services, you represent and warrant to us that:

(a) if you are a business, you are legally constituted under the Laws of the country in which your Registered, that you and your supply chain vendors are in good standing (b) you are legally empowered and entitled to enter into this Agreement, perform your obligations, and grant the rights, licenses and authorizations in this Agreement; (c) any information that you provide to us is true and accurate and; (d) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in performance of your obligations and your rights under this Agreement.

6. Indemnification.

In case a claim arises from; (a) your actual or alleged breach of any obligations in this Agreement; (b) any of Your Sales Channels other than VALUESBIG Sites and VALUESBIG Associated Properties, Your Products (including their offer, sale and performance), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; (c) any act or omission of Your Personnel; or (d) Your Taxes, You release us and agree to indemnify, defend and hold harmless us and/or our Affiliates, against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees). You will use a learned and competent Counsel to defend such claims. In case at any stage we believe that your selected Counsel is unable to successfully pursue the defense or any likely outcome may adversely affect us, we may appoint our own Counsel to proceed defense at your risk, expense and responsibility. In either case, you may not enter into any settlement of claim which jeopardizes our interest. In such case, you will have to obtain our prior written consent.

7. Disclaimer & General Release.

As Valuesbig operates as a service provider and depends largely on the functionality of information technology infrastructure which is at-times vulnerable to external factors like outage, system failure, speed, connectivity, bandwidth, software functionality etc; we disclaim our performance failure in above events or under circumstances beyond our control and may inform that these circumstances may affect your transaction processing time for which we are not responsible; we offer Valuesbig site and its entire service suite including it site software, functionality etc on As-is basis without any risk and responsibility at our part.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES 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.

b. BECAUSE VALUESBIG IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES US FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8. Limitation of Liability.

AS WE OPERATE UNDER NORMAL BUSINESS ENVIRONMENT WHERE MARKET COMPETITIVE FORCES REMAIN IN PLACE AT ALL TIMES, YOU OPERATE SOLELY AT YOUR RISK AND RESPONSIBILITY AND WE ARE NOT RESPONSIBLE FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, DATA, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF VALUESBIG HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR TWELVE MONTH PERIOD PAID BY YOU TO VALUESBIG IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

9. Insurance.

You will arrange and maintain a comprehensive general, umbrella or liability insurance (covering your stocks, shipments, people and of various types including but not limited to ocean, marine, air, road, transit etc) from a reputed company at your own expense covering liabilities caused by or occurring in conjunction with the operation of your business, including products and bodily injury.

10. Tax Matters.

You agree to comply with all tax laws/policies etc of elected country and agree to maintain, collect, report and pay your tax liability(ies). VALUESBIG may act as withholding tax agent as required and on behalf of the government tax authorities, in which case, you will be required to comply with tax withheld terms and conditions. In this case, VALUESBIG will provide you details on account of tax withheld from your account.

11. Confidentiality.

As a participant and user of VALUESBIG Services, you may receive certain confidential information from VALUESBIG regarding its business and/or transaction related information, such information ("Confidential Information") may not have been made public and are property of VALUESBIG.

As a participant of VALUESBIG services, you agree to; A) restrict disclosure and use of such information strictly to yourself. B) ensure that this information remain property of VALUESBIG at all times. C) You will not share this information in any form including but not limited to; Social Media, Messaging Services, Public sharing including blogs, press release(s). And D) You will take all necessary steps to ensure protection of such Confidential information.

In addition, you may only use tools and methods that we designate to communicate with VALUESBIG Site users regarding Your Transactions.

You may not use as well, any VALUESBIG Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law;

12. Force Majeure.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties.

This agreement does not create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You and us operate as and enjoy rights and obligation of Independent contractors. As such, you will not make any statement, whether on your site or otherwise, that would contradict anything in this section. Further, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use.

No other person may form any legal or equitable right, remedy, or claim, other than the parties to this Agreement, including representations, warranties, covenants, conditions, and provisions covered in this Agreement, as these are intended to be and are for the sole and exclusive benefit of VALUESBIG, you, and customers.

14. Suggestions and Other Information.

We may access and disclose any information including but not limited to (site users/customers/viewers suggestions, comments, ideas, improvements, or other feedback or materials)which we may consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

16. Modification.

In order to meet changing business conditions and/or to make improvements to our site contents and presentation, we may amend the terms and conditions of this agreement at any time at our sole discretion and without prior notice to you. However, in order to get you acquainted, these changes will remain posted on Seller Central section for at least 30 Days. Additionally, we will email such changes to your registered email ID.

It is your prime responsibility to regularly visit Seller Central and/or your email to get first hand knowledge of any changes made by VALUESBIG as such changes may impact your business.

PLEASE NOTE;

YOUR CONTINUED USE OF A SERVICE AFTER VALUESBIG'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

17. Password Security.

You are solely responsible in case your password is misutilized by any third party for any unlawful purpose. Hence, you are responsible for safe custody of your password and in case it is compromised, you must immediately change it to remain harmless for any misuse.

For your security, you may not disclose your password to third party (except third parties authorized to use your account in accordance with terms of this agreement.

We recommend to choose a password which is combination of Alpha, Numeric and Special Characters.

18.Your Seller Rating

VALUESBIG believes that only a most competitive marketplace may protect customer rights and ensure best values to both consumers and sellers. VALUESBIG rate seller overall performance on certain key performance metrics included but not limited to 1-Order Cancellation Rate 2-Late Response to customer requests 3-Late Shipment Rate 4-Order Defect Rate 5-Policy Violations 6-Money Back Guarantee Claims 7-Chargebacks 8-Customer Reviews and rating about your product/services 9- Successful and timely delivery of your orders 10-Expired Orders

Furthermore, Valuesbig also calculates overall health of your account and perform physical and market checks of your business premises which are made public for customer consideration so that they may make a rational and well informed decision.

VALUESBIG IS NOT RESPONSIBLE FOR ANY DAMAGES INCLUDING ANY REPUTAIONAL DAMAGE AND ANY COMMERCIAL LOSS ARISING OUT OF SUCH DISCLOSURES. IF YOU DISAGREE WITH TERMS OF THIS SECTION, YOU MAY OPT NOT TO PARTICIPATE IN AND OPT-OUT OF VALUESBIG SERVICES.

19. Miscellaneous.

Disputes and Arbitration

In case of any dispute between you and us arising out of this agreement or Use of services, You and We, both consent to settle such dispute through out-of-court arbitration.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.

Likewise, VALUESBIG will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

Electronic Communication

In order to ensure that you receive first-hand information, ALL notices and other communications from VALUESBIG would be sent to you at the e-mail addresses you designated for notifications and updates in your program application, E-mail Preferences or within Seller Central.

HOWEVER, IN ORDER TO ENSURE THAT YOU RECEIVE UP-TO-DATE INFORMATION, IT IS YOUR RESPONSIBILITY TO KEEP VISITING SELLER CENTRAL SECTION OF OUR WEBSITE AND UPDATE YOUR EMAIL FREQUENTLY.

Your success as a seller

As a Marketplace, Valuesbig does not guarantee your success. Though, we Endeavour to enhance its commercial viability through continues investment in technology ensuring the best User experience, maximize Marketplace presence through collective marketing, As a seller, Performance of your store front solely depends on following factors

Demand and supply factors
Quality of your product
Your level of services
Your responsiveness to listen to customer complaints and provide resolutions.
Competitiveness of your product especially competitiveness of your price of the product.
Your overall seller rating.

SELLING ON VALUESBIG SERVICE TERMS

Selling on VALUESBIG Service Terms covers our services that enable you to REGISTER and OFFER certain products and services at VALUESBIG platform.

BY REGISTERING FOR OR USING THE SELLING ON VALUESBIG SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT COVERING FOLLOWING SERVICE TERMS.

VBS-1 Your Product Listings and Orders.

VBS-1.1 Products and Product Information. You will provide complete, accurate and up-to-date product information including its pricing, description, features, shipping, available stock, condition, refund and return etc, in the format we suggest. Further, it is your responsibility to ensure that such information remains updated at all times.

You will also ensure that such information do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory, illegal or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on any VALUESBIG Sites or any links to such restricted activities.

VBS-1.2 Product Listing; Merchandising; Order Processing.

1-Once registered, you will get rights to list Your Products on a particular VALUESBIG Site, sell and promote your Products as permitted by us (including via the VALUESBIG Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable VALUESBIG Site). We will provide Order Information to you for each order of Your Products through the applicable VALUESBIG Site.

2-We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Selling on VALUESBIG Service Terms.

3-As you join world's most competitive selling Platform, Your performance as seller as well as performance of your products will be continuously rated by our internal mechanisms or directly by the shoppers. In order to ensure highest standards of transparency and competitiveness, Your ratings and feedback will be made publicly available.

VBS-1.3 Shipping and Handling Charges. For those of Your Products ordered by customers, you will add shipping and handling charges. These charges cannot be higher that the listed charges by the shipping company you choose or your negotiated charges with such shipping company.

Such charges may also be subject to administration of any shipping and handling charges that we advise from time to time. Retail prices displayed and offered by you would be considered as final price including all such duties, levies, shipping and handling charges.

VBS-1.4 Credit Card Fraud. We have sole authority to instruct you to stop shipping of goods in relation to a purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions.

We may in our sole discretion withhold for investigation, refuse to process, stop and/or cancel any of Your Transactions. You will stop or cancel orders of Your Products if we ask you to do so and will use commercially reasonable efforts to stop or cancel delivery of that order in case you have handed it over to your shipping agent. You will refund any customer (in accordance with Section VBS-2.2) that has been charged for an order that we stop or cancel.

VBS-2 Sale; Refunds and Returns.

VBS-2.1 You will:

(a) Source, offer, package and sell products and bear all the associated risks. By doing so, You will comply with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the applicable VALUESBIG Site.

(b) Ship each of Your Products on or before its Expected Ship Date;

(d) Only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable VALUESBIG Site at the time of the applicable order or as may be required under this Agreement;

(e) Provide to VALUESBIG information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us so as we may make these information publically available to buyer (s).

(f) Include an order-specific packing slip, return shipping information (in case such need arises) and, if applicable, any tax invoices, within each shipment of Your Products;

(g) 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 and as the Person to which a customer may return the applicable product;

And (h) SEND CUSTOMERS, EMAILS CONFIRMING ORDERS.

VBVBS-2.2 Cancellations, Returns and Refunds.

It is obligatory for you to accept cancellations, refunds, returns and adjustments and then process such transaction in accordance with this agreement, particularly VALUESBIG Refund policies for the particular VALUESBIG site where such policies are applicable.

You will determine and calculate the amount of all refunds and adjustments (taking the effect of any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using the interface provided by VALUESBIG to calculate such final amount of refund. We will provide refunds to the customers (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts we pay as soon as possible but in no case later than fifteen (15) days after the obligation arises.

VBS2-3 Problems with Your Products.

Delivery Errors and Nonconformities; Recalls.

Non-performance, non-delivery, mis-delivery or other mistakes resulting in delivery issues will be your sole responsibility. However, you will be exempt in following circumstances;

(a) Credit card fraud (b) Our failure like theft etc OR to make available to you Order Information as it was received by us or resulting from address verification.

You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products or other products provided in connection with Your Products.

VBS-3.2 Money Back Guarantee and your responsibility

Under the circumstances where we have to process a "Money Back Guarantee" claim, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within seven (7) days after such request sufficient proof(s) enabling us to make a meaningful decision. Such proof may include but not limited to followings

(a) Proof of delivery of Your Product(s) e.g. Tracking no, Cargo receipt etc;

(b) The applicable VALUESBIG order identification number;

(d) Any terms provided by you or us and displayed on the VALUESBIG Site at the time of the transaction in question.

You will promptly reimburse us in following situations;

a) You fail to provide us enough evidence(es) to substantiate that claim is false;

You will reimburse us following amounts;

1-Purchase Price including;

a) Associated shipping charges

b) Handling charges

c) All taxes and duties paid;

However, it will not include;

Any associated Transaction Commission retained by VALUESBIG as we will remit such amount from our side.
It will also not include any associated credit card association, bank or other payment processing charges (like HBL Payment Gateway charges) since we do not have any control over the recovery of such charges.

Meanwhile, in case such claim arises due to; i) credit card fraud or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, you are exempted from such claim.

VBS-4 Parity with Your Sales Channels.

While we expect from you highest quality of your product, service standards with most competitive market based prices, as a benchmark, you will maintain parity between the products you offer through Your Sales Channels and the products you list on any VALUESBIG Site by ensuring that : (a) the Purchase Price and every other term of offer or sale of Your Product (including associated shipping and handling charges, Shipment Information, any free shipping, any guarantees like "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable cancellation, return and refund policies, is at least as favorable to VALUESBIG Site users as the most favorable terms upon which a product is offered or sold via Your other Sales Channels (b) Customer service for Your Products is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered in connection with any of Your Sales Channels.

It is a mandatory requirement that you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section VBVBS-2.2 as soon as you become aware of such issue either through your own source information or information provided by the client or third party in relation to such transaction.

VBS-5 FEES

As per terms of this agreement or any related program policy or schedule of charges, you will pay VALUESBIG following applicable fees;

(a) Non-refundable Selling on VALUESBIG YEARLY Subscription Fee. It is payable in advance. We offer various categories of membership from time to time details of which are displayed on our website so seller can make an informed decision;

(b) Transaction Commission, it is deductible from your sales proceeds and applicable on transaction basis;

Valuesbig believes on a commission structure which is simple and lowest. Our competitor marketplaces charges 15% average commission while it goes as high as 25%. Yet it does not include payment processing charges and bank transfer fees. Moreover, they have multiple other charges like variable closing fee and per item fee which not only complicates fee structure but also confuses sellers.

(c) VALUEABIG Advert Space, Marketing and promotion fee. It is applicable when you buy Advert Space for some time period, i.e. Weekly, Monthly etc. OR When you subscribe to a particular Group based advert program.

(d) Account Closing Fee; Applicable at the time you close your account. It is deductible from your account at the time of closure of account. In case of insufficient funds, VALUESBIG reserves an implied right on your sales proceeds to the extent of such account closing fee payable.

(e) Any other applicable fees prescribed in this Agreement (including any applicable Program Policies).

VBS-6 Remittance of Sales Proceeds & Refunds.

Please note that funds are only remitted when goods have been delivered. Valuesbig reserves the right to hold some funds to cover probable chargebacks, refunds and money back guarantee claims.

We will adjust (subtract) following amount(s): (a) The Transaction Commission; (b) any OUTSTANDING Selling on VALUESBIG Subscription Fees; and (c) any other applicable fees prescribed in this Agreement (including any applicable Program Policies).

When you either initially provide or later change your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days. You will not have the ability to initiate or cause payments to be remitted to you. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our Affiliate), on the next available Remittance Calculation Date, we will refund to you the amount of such sales proceeds including the Referral Fee, taxes and customs duties included in that transaction. For administration of refund through us, we will charge Refund Administration Fee as applicable from time to time.

VBS-7 Control of VALUESBIG Sites.

As Valuesbig endeavors to continuously improve site usability to global users. Hence, control of VALUESBIG sites is our sole right and responsibility. In this connection, we will determine its functionality including its design, listing etc. We aim at continuously improving site functionality and will do it by redesigning, modifying and/or removing site contents and by removing or suspending any listing.

VBS-8 Effect of Termination.

Termination will survive any ongoing and current transactions. Meanwhile, except such ongoing transactions, all rights and obligations of the Parties under these Selling on VALUESBIG Service Terms with regard to such VALUESBIG Site will be extinguished.

Microstore Service Terms

"Valuesbig Microstore" includes Microstore and Microstore Service, provides access to and use of an e-commerce website which facilitates you to offer and sell Your Products through (a "Microstore Site"). By participation in this agreement and subscription to our Microstore Services, you are entitled to the use of our URL i.e. " Valuesbig.com.YourCo"

BY REGISTERING FOR OR USING THE MICROSTORE SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE MICROSTORE SERVICE TERMS WHICH ARE PART OF THIS AGREEMENT.

WSS-1 Listing and Promotion.

While listing your products through Microstore site, you ensure that you follow the terms and conditions set for listing, including any program policies. You may not list any product which is Prohibited, Illegal or Excluded.

WSS-2 Information.

You will be facilitated to upload product information through Manage your Order tool in Seller Central. While uploading required product information, you will ensure;

1- That the information is comprehensive covering required product information needed for customers to make a well informed decision.

2-That such information is accurate and up-to-date. It would be your ongoing responsibility to check that product information (i.e. available inventory) is not out dated.

3-You will use uploading tool in Manage your Order tool. Please make sure that images you are going to upload meet qualifying criteria. There should be no marking of text, logo etc on the image except logo which is appearing on product.

; (b) use the Manage Your Orders tool in Seller Central to manage and upload the required "shipping confirmation files".

We will make available certain information and reports relating to Your Transactions as we determine and have no obligation to make available any other information. We may use mechanisms that rate, or may allow users to rate, your performance as a seller, and may post those ratings and feedback on the Microstore Site or any Valuesbig Site or otherwise make it publicly available. Any use on your Microstore Site of content displayed on a Valuesbig Site, or links to a Valuesbig Site, will be subject to the terms of the Valuesbig Associates Operating Agreement.

WSS-2.1 Your Performance Rating

THIS MAY INCLUDE LISTING OF ANY PROHIBITED, ILLEGAL OR EXCLUDED PRODUCT, LISTING YOUR PRODUCT WHICH DOES NOT FOLLOW OUR LISTING INFORMATION AS EXPLAINED ABOVE 6-Money Back Guarantee Claims 7-Chargebacks and 8-Customer Reviews and rating about your product/services 9- Successful and timely delivery of your orders 10-Expired Orders

Furthermore, Valuesbig also calculates overall health of your account and perform physical and market checks of your business premises which is made public for customer consideration so that they may make a rational and well informed decision. VALUESBIG IS NOT RESPONSIBLE FOR ANY DAMAGES INCLUDING ANY REPUTAIONAL DAMAGE AND ANY COMMERCIAL LOSS ARISING OUT OF SUCH DISCLOSURES. IF YOU DISAGREE WITH TERMS OF THIS SECTION, YOU MAY OPT NOT TO PARTICIPATE IN AND OPT FOR VALUESBIG SERVICES.

WSS-3 Your Product Transactions.

WSS-3.1 General; Sale and Fulfillment. It is your prime and sole responsibility to source, store, sell and fulfill all of Your Products. You are also responsible to bear the risks attached As such, any non-conformity or defects in, damage to, or theft of or claim regarding the delivery or non-delivery of Your Products.

You are bound by the Microstore Service Terms and applicable Program Policy while discharging such responsibilities including sales, cancellation, returns and in the event of arbitration.

WSS-3.2 Order and Payment Processing. HBL Payment Gateway provides us a platform to process all payments, refunds and adjustments for Your Transactions. HBL Payment Gateway charges a fixed percentage of your selling price, on each transaction (say 3.0% per transaction). We will determine the time at which we process payments, refunds and adjustments for your Transactions in our sole discretion. We may withhold for investigation, or refuse to process, any of Your Transactions. We may in our sole discretion withhold for investigation or to refuse to process any transaction involving Your Products or any other products or services on or through the Microstore Site.

WSS-3.3 Fraud and Order Stops/Cancellations.

In the event of fraudulent purchases (arising from the theft and unauthorized use of a third party's credit card information), actual credit card holder will contact his/her credit card institution to lodge a claim of fraudulent transaction as soon as possible.

It is your responsibility to fulfill product (s) strictly in accordance with the Order Information made available to you by us (including shipping Your Product only to the recipient and at the shipping address specified in the Order Information made available by Valuesbig). In the event that you fail to do so, you will bear the risk of any credit card fraud and will have to re-imbrues/refund order value to the aggrieved party.

FOR PROACTIVELY MANAGING SUCH INCIDENCE(S), YOU WILL IMMIDIATELY INFORM US OF ANY SUSPECIOUS ACTIVITY (LIKE A BUYER REQUEST YOU TO SHIP ORDER TO AN ADDRESS DIFFERENT FROM THE ADDRESS PROVIDED BY VALUESBIG).

FURTHER, YOU WILL PROVIDE US WITH CONTACT DETAILS OF A DESIGNATED PERSON (IF DIFFERENT FROM THE CONTACT DETAILS PROVIDED ON VALUESBIG) WHOM WE MAY CONTACT TO DISCUSS FRAUDULENT ACTIVITY OR TRANSACTION AND ADVISE TO STOP OR CANCELL ORDER. AS A MATTER OF PRINCIPLE, YOU WILL ONLY USE DESTINATION INFORMATION MADE AVAILABLE AT VALUESBIG WEBSITE. IN CASE BUYER WISHES TO CHANGE DESTINATION INFORMATION, HE WILL DO SO BY GOING INTO RELEVANT DETAILS OF BUYER SECTION AND IN NO CASE, WILL REQUEST SUCH CHANGES TO SELLER DIRECTLY

WSS-3.4 Refunds and Returns. In the normal course of business, you will accept returns and process refunds and adjustments (through our returns/refund section). Such transactions would be governed by applicable Microstore Service Terms and your applicable policies posted on the Microstore Site. You will route all refund (and adjustment) payments through Valuesbig or its designated Affiliate. Valuesbig will either debit your available balance OR You will reimburse us for all amounts so credited.

WSS-3.5 Delivery Errors and Nonconformities; Recalls.

Non-performance, non-delivery, mis-delivery, theft or other mistakes resulting in delivery issues will be your sole responsibility. However, you will be exempt in following circumstances;

(a) Credit card fraud (b) Our failure to make available to you Order Information as it was received by us or resulting from address verification.

You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products or other products provided in connection with Your Products.

WSS-3.6 Money Back Guarantee, Chargeback’s and your responsibility

(a) Proof of delivery of Your Product(s) e.g. Tracking no, Cargo receipt etc;

(b) The applicable VALUESBIG order identification number;

(d) Any terms provided by you or us and displayed on the VALUESBIG Site at the time of the transaction in question.

You will promptly reimburse us in following situations;

a) You fail to provide us enough evidence (es) to substantiate that claim is false;

You will reimburse us following amounts for onward credit to buyer (customer) account;

1-Purchase Price including;

a) Associated shipping charges

b) Handling charges

c) All taxes and duties paid

However, it will not include;

Any associated Transaction Commission retained by VALUESBIG as we will include such amount to customer refund.
Any associated HBL Payment Gateway, credit card association, bank or other payment processing charges since such service has already been rendered/lapsed and we do not have control over its recovery.

WSS-4 Customer Service.

You will provide professional, courteous and timely customer services for each step of sale starting from customer query regarding your product to ultimate sale to customer satisfactory feedback posted on Valuesbig website.

Broadly, scope of your customer service will include;

Pricing, rebates, item information, availability, technical support, functionality and warranty, Product order fulfillment, Shipping and handling, Product order cancellation, returns, refunds and adjustments, and feedback concerning experiences with your policies and overall customer service experience.

We will look after following areas of customer services which will not include in your scope;

Issues relating to payment, credit card processing, debiting or crediting, and the "Money Back Guarantee".

WSS-5 Data and Communications. You are owner of your data present on our servers including Customer Account Information and Microstore Transaction Information. We are authorized by you to utilize this data, royalty free, to showcase and sell your products. Though, we may arrange data back-up, however, this is primarily your responsibility to protect your data and ensure to have up-to-date back-up of your data at all times.

We provide means of communications through Seller Central at Valuesbig platform solely for your facilitation. We are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network, you or your customers may utilize, including without limitation in connection with the provision of the Microstore Service.

WSS-6 Pricing and Remittance.

WSS-6.1 Your Product Pricing and Terms of Sale Generally. You are free to determine the price for each of Your Products listed for sale on your Microstore Site. However, we will provide you a range or best estimate of our recommendations on setting price of your product so that you may decide a competitive price. Such recommendation, however, does not result in guaranteed sale. Further, in order to ensure competitiveness, you cannot charge abnormally higher price of our product. We will continuously monitor marketplace to identify such abnormalities and would set benchmark pricing to compare such abnormalities in similar product offerings.

WSS-6.2 Shipping & Handling Charges. You will determine shipping and handling charges for Your Products sold on or through the Microstore Site. Meanwhile, we will closely listen to customer feedback/complaints regarding any abuse of such cost determination. We strongly recommend that you charge only the cost incurred on shipping and handling charges so as to remain competitive in VB competitive marketplace.

PLEASE NOTE THAT CHARGING HIGHER THAN ACTUAL SHIPPING COSTS OR CONTINEOUSLY INFLATING SUCH COST COMPONENTS MAY RESULT IN TERMINATION OF YOUR SELLING RIGHTS EITHER TEMPORARILY OR PERMANENTLY ON VALUESBIG.

WSS-6.3 Remittance and Compensation.

WSS-6.3.1 Applicable Fees and Remittance of Sales Proceeds.

You will pay us: (a) applicable Microstore Transaction Commission; and (b) the applicable non-refundable Microstore Subscription Fee(s) in advance for each year of the term of this Agreement.

We will remit to you on fortnight basis, any Sales Proceeds received by us but not previously remitted to you as of the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date"), less: (a) Due Microstore Transaction Commission; and (b) any due Microstore Subscription Fees. You will accept our remittances as payment in full on account of such sales proceeds.

WSS-6.3.2 Refunds. If we refund any customer claim on your behalf, we will refund full amount of sale but will either claim from you or deduct from your sales proceeds, the amount of remittance fee charged by the remitting bank plus any refund administration fee.

If You refund money to a customer in connection with Your Transaction, we will refund to you the amount of the Microstore Referral Fee paid by you to us attributable to the amount of the customer refund (excluding any taxes paid), less the amount of remittance fee charged by the remitting bank and any refund administration fee.

Such funds would be remitted with next remittance to be made by us to you pursuant to subsection WSS-6.3.1 above.

WSS-7 Provision and Use of the Microstore Service.

WSS-7.1 License to the Microstore Services/Valuesbig Materials and our inherent rights.

We grant you a limited, revocable, non-sub-licensable, non-assignable, non-exclusive and royalty-free license to: (a) access and use the Microstore Service and the Valuesbig Materials in the manner permitted by this Agreement; (b) install, copy, and use any Valuesbig Materials we may provide, solely in conjunction with your access to and use and operation of your Microstore Site; (c) use the Valuesbig Marks solely in conjunction with your use and operation of your Microstore Site and solely in accordance with the Trademark Usage Guidelines; and (d) enable the access to and use of your Microstore Site by customers.

You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to the Microstore Service, its Materials/Marks, or any other intellectual property or technology that we provide or use in connection with the Microstore Service which is inherent property of Valuesbig.

Additionally, you will be required to strictly follow below guidelines;

1-You will be required to incorporate details of Valuesbig as a third party service provider in your PRIVACY POLICY. Your policy must stipulate our right of access to customer information as well as control over the communication between you and the customer.

2-Your right to use Valuesbig Microstore services may be IMMIDIATELY REVOKED in case you use or allow third party to use, modify OR distribute our licensed material (Our Microstore services or our Microstore Agreement

WSS-8 Effect of Termination.

UPON ANY TERMINATION OF THE TERM OF THIS AGREEMENT OR THESE MICROSTORE SERVICE TERMS, YOU WILL IMMEDIATELY CEASE AND DISCONTINUE ALL USE OF THE VALUESBIG MARKS.

WSS-9 Miscellaneous.

In addition to your obligations and duties set forth in above, you represent and warrant to us as below:

You will always ensure that there is No Child Labor and/or forced labor at all in your workplace or in the workplace of your vendor (s).

You will always ensure compliance of all laws and regulations of country of your business place as well as all countries with which you are commercially related through this platform. This condition also applies to your subcontractors, agents and suppliers/vendors. This regulation has specific significance and relevance to employer corporate social responsibility such as laws relates to minimum wage rates, conducive working conditions etc.

You will refrain from re-directing customers, existing or potential to other sales channel (s).

You will also refrain from sharing your contact details including email, cell no., website address or any social media contact detail etc which may encourage VB customer traffic to be redirected to your other sales channels.

Finally, you will refrain from asking the customers to provide any credit card, debit card, bank account, or other information related to a payment method.

IN CASE YOU ARE FOUND ENGAGED IN ANY OF THE ACTIVITIES ABOVE, YOUR VALUESBIG MEMBERSHIP MAY BE BLOCKED, TEMPORARILY OR PERMANENTLY.

Product Ads Service Terms

Valuesbig Product Ads, including Valuesbig Sponsored Products ("Product Ads"), covers our services that enable you to REGISTER and ADVERTISE certain products and services on VALUESBIG platform.

BY REGISTERING FOR OR USING THESE SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT COVERING FOLLOWING SERVICE TERMS.

VPA-1 Product Ads

VB Product Ad services offer certain packages you can choose from. These packages are based on user choice of Ad positioning, duration and content size. Moreover, we also offer generic packages to and group based adverts to our registered members.

Your Product Ads may be displayed or made available on Valuesbig Network Properties as we determine. We do not guarantee that Your Product Ads will be displayed or made available on any Valuesbig Network Property, or that Your Product Ads will appear in any particular position or rank unless you op in for a specific premier package. Notwithstanding any other provision of the Agreement, we may in our sole discretion restrict, modify or otherwise determine the content, appearance, design, functionality and all other aspects of Your Product Ads, and we may remove any of Your Product Ads without notice. Except to the extent expressly stated in the Agreement, you are solely responsible for all obligations, risks and other aspects pertaining to the sale of any products referred to in Your Product Ads, including order processing, order fulfillment, returns, refunds, recalls, mis-delivery, theft, customer service, and collection of taxes. In addition, you are solely responsible for all ad content, URLs and any other information you submit to us in connection with Your Product Ads, and the websites and/or other properties to which Your Product Ads direct users (other than the Valuesbig Site).

We may use mechanisms that rate, or allow users to rate, Your Products and/or your performance, and we may make these ratings and feedback publicly available. We may use any means we determine necessary to review and monitor Your Product Ads to improve our service and ad quality.

VPA-2 Product Information

You will, in accordance with applicable Program Policies, provide, in the format we require, accurate and complete information for each of Your Product Ads. You will update this information as necessary to ensure that it is at all times accurate and complete. You will not provide any information for, or otherwise seek to advertise for sale on any Valuesbig Network Property, any products that are unlawful or are otherwise prohibited by applicable Program Policies.

VPA-3 Product Ads Requirements

Using the highest industry standards, you will treat users and customers who link to your products via any of Your Product Ads with courtesy and respect during all stages of the selling process and resolve to our and their satisfaction in a timely and professional manner any related customer service matters we or they bring to your attention. You will ensure that Your Materials and your advertisement, offer, sale and fulfillment of Your Products comply with all applicable Laws and Program Policies. You will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with your participation in Product 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 clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (c) collecting any user information from any Valuesbig Network Property or retrieving, extracting, indexing or caching any portion of any Valuesbig website or services or the websites or services of our Affiliates, whether through the use of automated applications or otherwise; (d) targeting communications of any kind on the basis of the intended recipient being a user of any Valuesbig Network Property; (e) interfering with the proper working of any Valuesbig Network Property, Product Ads or our systems; or (f) attempting to bypass any mechanism we use to detect or prevent any of the activities described in this paragraph.

VPA-4 Payment and Tax Matters

You will pay us the applicable fees which may change from time to time and is available at our website under latest Schedule of Charges. The per Click fee will be determined solely by Google based on the amount you bid for each of Your Product Ads consistent with any applicable product category minimums and Program Policies. VALUESBIG will manage your pay per click advertising campaign and will use Google Adwords OR you may yourself manage such campaign by using any platform like Google Adwords or Facebook Cost Per Click (CPC) Program. In case VALUESBIG run your campaign, you agree to pay us the applicable fees Google calculates for your use of the Product Ads Service in the applicable Local Currency only. In addition to any other means permitted by the Agreement, we may collect the applicable fees: (a) in accordance with the payment ladder described in the Program Policies; and (b) on a recurring monthly basis for any remaining unpaid fees accrued after the last ladder payment charged each month. If we choose to invoice you for amounts due to us under the Agreement, you will pay the invoiced amounts within 30 days of the date of the applicable invoice. We may require payment of interest at the rate of 1.5% per month or the highest commercially permissible rate, whichever is higher, on all amounts not paid when due until paid in full. You will reimburse us for all fees incurred in connection with our collection of amounts payable and past due.

VPA-5 Effect of Termination

Upon any termination of the term of the Agreement or these Product Ads Service Terms, all rights and obligations of the parties under these Product Ads Service Terms will terminate, except those Sections which enjoy privilege to survive termination.

VPA-6 Agents

If you are an Agent: (a) you represent and warrant that you have been appointed as an agent of a Product Ads Participant, that you are duly authorized to enter into this Agreement on behalf of the Product Ads Participant and have full power and authority to bind the Product Ads Participant to this Agreement, and that the Agreement including these Product Ads Service Terms will be enforceable against the Product Ads Participant in accordance with its terms; (b) you will, upon our request, provide us written confirmation of the agency relationship between you and the Product Ads Participant, including, for example, the Product Ads Participant’s express acknowledgment that you are its Agent and are authorized to act on its behalf in connection with Product Ads; (c) except as set forth in the Agreement, you will not make any representation, warranty, promise or guarantee about Product Ads, us or your relationship with us; (d) you will perform your duties pursuant to the Agreement including these Product Ads Service Terms in a professional manner consistent with any requirements we may establish; (e) you will not at any time use information received in connection with Product Ads to conduct any marketing efforts targeted at our existing advertisers or Product Ads Participants; and (f) you and the Product Ads Participant are each responsible for all payment obligations under these Product Ads Service Terms, and you and the Product Ads Participant each waive any rights that might require us to proceed against one or more of you prior to proceeding against the other.

VPA-7 Miscellaneous

VPA-7.1 Representations

In addition to your representations and warranties in Section 5 of the Agreement, you represent and warrant to us that: (a) on any website to which Your Product Ads link (other than on the Valuesbig Site), you will at all times post and comply with a privacy policy that complies with all applicable Laws; and (b) Your Materials and any information displayed on your website or on any website to which Your Product Ads link (for the Valuesbig Site, only to the extent such information is based on Your Materials) comply with all applicable Laws (including all marking and labeling requirements) and do not contain any false, misleading, infringing, defamatory, obscene or sexually explicit materials (except to the extent expressly permitted under applicable Program Policies).

VPA-7.2 Indemnification

In addition to your obligations under Section 6 of the 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 related to: (a) your participation in Product Ads, including the display of any of Your Product Ads, any website, Content, data, materials or other items or information to which Your Product Ads link, and any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing; and (b) if you are an Agent, any breach or alleged breach of your representations and warranties set forth in these Product Ads Service Terms.

VPA-7.3 Disclaimers

IN ADDITION TO THE DISCLAIMERS IN SECTION 7 OF THE AGREEMENT, WE AND OUR AFFILIATES DISCLAIM AND WAIVE ALL CLAIMS REGARDING ANY GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY OR QUALITY OF (AS APPLICABLE): PLACEMENTS, TARGETING, IMPRESSIONS, CLICKS, CLICK RATES, CONVERSION RATES, AUDIENCE SIZE, DEMOGRAPHICS OR ADVERTISING COSTS.

Payment Processing Service Terms

BY REGISTERING FOR OR USING ANY SERVICE OTHER THAN PRODUCT ADS FOR WHICH THE ELECTED COUNTRY IS PAKISTAN, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE TRANSACTION PROCESSING SERVICE TERMS FOR THAT SERVICE. NOTWITHSTANDING THE FOREGOING, IF A SEPARATE AGREEMENT GOVERNS THE OFFER, SALE OF YOUR PRODUCTS ON THE VALUESBIG SITE, THE TERMS OF THAT AGREEMENT WILL CONTINUE TO GOVERN THE PROCESSING OF YOUR TRANSACTIONS TO THE EXTENT DESCRIBED IN THAT AGREEMENT.

P-1 Payments Processing Agency Appointment

You authorize HBL Payment Gateway and any other third party which Valuesbig may deem appropriate, to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf, remitting Sales Proceeds to your Bank Account, charging your Credit Card, and paying Valuesbig and its Affiliates amounts you owe in accordance with this Agreement or other agreements you may have with Valuesbig Affiliates. Valuesbig Payments provides the services described in these Transaction Processing Service Terms and the related services described in Sections VBS-1.4, VBS-2.2, VBS-6, WSS-3.2, WSS-3.3, WSS-3.4 and WSS-6.3.2 of the Agreement (collectively, the "Transaction Processing Services").

When a buyer instructs HBL Payment Gateway to pay you, you agree that the buyer authorizes and orders (HBL Payment Gateway and Valuesbig collectively) to commit the buyer's payment (less any applicable fees or other amounts we may collect under this Agreement) to you. You agree that buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. We will remit funds to you in accordance with this Agreement.

P-2 Remittance

Valuesbig will remit funds to you in accordance with Sections WSS-6 and WSS-6.3.2 of the Agreement and these Transaction Processing Service Terms. Valuesbig‘s obligation to remit funds collected by it on your behalf is limited to funds that have actually been received by Valuesbig through HBL Payment Gateway less amounts owed to Valuesbig, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement. Without limiting Valuesbig's rights to collect any amounts you owe, including as described in Section 2 of the General Terms of this Agreement, Valuesbig's receipt of Sales Proceeds through HBL Payment Gateway discharges your obligation to pay applicable fees and other amounts under this Agreement to the extent the Sales Proceeds equal or exceed the fees and other amounts you owe and the Sales Proceeds are applied to the payment of those fees and amounts.

P-3 Your Funds

Your Sales Proceeds will be held in an account with Valuesbig (a "Seller Account") and will represent an unsecured claim against Valuesbig. Your Sales Proceeds are not insured by any insurance company. Prior to disbursing funds to you, Valuesbig may combine Sales Proceeds held with the funds of other users of the Services before remittance as permitted by applicable Laws. You will not receive interest or any other earnings on any Sale Proceeds. To the extent required by applicable Laws, Valuesbig 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.

P-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 HBL Payment Gateway Privacy Notice applies to your use of the Transaction Processing Services.

P-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 Bank of Pakistan (which will apply according to your location).

Note: Based on your agreement with Valuesbig, other or additional terms may apply.

Dispute Resolution and Arbitration Services

Valuesbig follows an established Dispute Resolution Mechanism where it is central that interests of both buyers and sellers are protected. This section covers following key areas;

How to Lodge Money Back Guarantee Claim

Buyer can file a Money Back Guarantee claim when all of the following applies:

1. Buyer has contacted the seller through Your Account at Buyer Central.

2. Buyer has waited three business days for a response from seller.

3. Buyer request meets one of our Money Back Guarantee conditions below.

The seller failed to deliver the item by 3 days past the maximum estimated

delivery date or 30 days from the order date, whichever is sooner and in first case, both you and the seller has failed to negotiate revised date of shipment.

The item you received was damaged, defective, or materially different from the

item description described on the product detail page.

The seller agreed that they'd refund you, and they either haven't refunded you at all

or refunded you leaser amount.

Most common Examples when buyer can lodge claim

You bought Rugby Ball but got Football.
You received a used item while you had ordered a new one.
You purchased 2 items but only got 1.
You receive Counterfeit products.
You receive Expired Products.
Seller did not delivered items on the buyer address given by Valuesbig system.
You got the item without accessories which were included in your order.
The item was damaged in transit; the item is missing major parts (that the seller

didn’t disclose).

Most common Examples when buyer cannot lodge claim

If the seller has shipped an item strictly as per item description but you’re just not

happy with it.

If you fail to open a dispute within 15 days of shipment.
If you refuse the package.
Your return does not have tracking information and seller does not receive

returned goods.

Items damaged during pick-up or shipping or not delivered when the buyer

arranges pick-up or shipping of the item (for instance, the buyer arranges freight).

Your buyer rating is negative (i.e. you have lodged false claim in the past).

What documents are required in arbitration process

From Buyer

Digital images of received items including its packaging, accessories and damaged

parts (if any)

In case items are expired, images clearly showing expiry date.
In case color is different, digital high resolution images of product received.

From Seller

Within 10 days from the day Buyer opens dispute, Proof of delivery i.e. Scanned

copy of tracking no. and tracking information (in case buyer claims that Goods are

Not received. We recommend submitting buyer signature confirmation as proof in most cases but specifically in case where shipment value is USD 100 and more.

How your claim is settled

Valuesbig requires 14 working days after complete submission from Buyer and

Seller to complete arbitration process.

Through a full refund (the price you had actually paid). In this case, you are most

likely to return the item in case the item was delivered.

Through a partial refund which is agreed upon both by seller and purchaser.
Through Valuesbig Gift Card.
Seller refunds to Valuesbig within 15 days if refund has been settled through

Valuesbig funds.

How Claims can be avoided

By ensuring highest product quality and customer service standards.
We recommend seller to remain in contact with buyer throughout the transaction

until goods are satisfactorily delivered.

When dispute arises, we recommend both seller and buyer to work diligently to

arrive at a solution.

We recommend sellers to display high resolution product images in order to avoid

any confusion at buyer end like product not as describe or color mis-match.