We provide services to you subject to the notices, terms, and conditions set forth in this agreement. Besides, you will obey the rules, guidelines, policies, terms, and conditions applicable to such services before you use them. We reserve the right to change this site and these terms and conditions at any time.
Before proceeding, please read this agreement because accessing, browsing, or otherwise using the Site indicates your agreement to all the terms and conditions in this agreement.
You shall not upload, distribute, or otherwise publish through this Site any Content, information, or other material that (a) includes any bugs, viruses, worms, trap doors, Trojan horses, or other harmful code or properties; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, discriminatory, or could give rise to any civil or criminal liability under the laws of the U.S. or the laws of any other country that may apply; or (c)violates or infringes upon the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person. businessbaba.com may give you an account identification and password to enable you to access and use certain portions of this Site. Each time you use a password or identification, you are deemed to be authorized to access and use the Site in a manner consistent with the terms and conditions of this agreement, and businessbaba.com has no obligation to investigate the source of any such access or use of the Site.
Unless explicitly permitted by our company in advance, all materials, including images, text, illustrations, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials that are part of this Site (collectively, the “Contents”) are intended solely for personal, non-commercial use. You may not make any commercial use of any of the information provided on the Site or make any use of the Site for the benefit of another business. We reserve the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if we believe that customer conduct violates applicable laws or is harmful to our interests. You may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, or otherwise exploit this Site or any portion of it unless expressly permitted by our company in writing.
You will be solely responsible for all access to and use of this site by anyone using the password and identification originally assigned to you whether or not such access to and use of this site is actually authorized by you, including without limitation, all communications and transmissions and all obligations (including without limitation financial obligations) incurred through such access or use. You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you. You shall immediately notify businessbaba.com of any unauthorized use of your password or identification or any other breach or threatened breach of this Site’s security.
BusinessBaba Services Business Solutions Agreement
Welcome to BusinessBaba Services Business Solutions
THIS BUSINESSBABA SERVICES BUSINESS SOLUTIONS AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND BUSINESSBABA. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT
As used in this Agreement, “we,” “us,” and “BusinessBaba” means the applicable BusinessBaba Contracting Party 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. Capitalized terms have the meanings given to them in this Agreement. If there is a conflict among terms in this Agreement, the Program Policies will prevail over any applicable Service Terms and the General Terms, and the applicable Service Terms will prevail over the General Terms.
To begin the enrolment process, you must complete the registration process. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business’) legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.
2. Service Fee Payments; Receipt of Sales Proceeds.
Fee details are described in the applicable Service Terms and Program Policies. You are responsible for all your expenses in connection with this Agreement. To use a paid Service, you must provide us with valid credit card information from a credit card or credit cards acceptable by BusinessBaba (“Your Credit Card”) as well as valid bank account information for a bank account or bank accounts acceptable by BusinessBaba (conditions for acceptance may be modified or discontinued by us at any time without notice) (“Your Bank Account”). You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted 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 BusinessBaba or third parties, then we may in our
sole discretion withhold any payments to you for as long as we determine any related risks to BusinessBaba or third parties persist. For any amounts that we determine you owe us, we may:
(a) charge Your Credit Card or any other payment instrument you provide to us;
(b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you;
(c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt;
(d) reverse any credits to Your Bank Account; or
(e) collect payment or reimbursement from you by any other lawful means.
If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Program Policies, then we may in our sole discretion permanently withhold any payments to you and we also hold 20% of your payment towards the security deposit against any claims identified due to fraudulent, deceptive or illegal activities. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to BusinessBaba or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Program Policies, may result in their forfeiture.
As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all 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 an BusinessBaba Site or Service is unavailable following the commencement of a transaction.
3. Term and Termination.
The term of this Agreement will start on the date of your completed registration for or use of a Service, whichever occurs first, and 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 by notice to you. You may terminate this Agreement or any Service for any reason at any time by the means then specified by BusinessBaba. 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. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and
otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of BusinessBaba Associated Properties; provided, however, that we 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 BusinessBaba 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 United States copyright law, referential use under trademark law, or valid license from a third party).
You represent and warrant to us that:
(a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country;
(b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement;
(c) any information provided or made available by you or your Affiliates to BusinessBaba or its Affiliates is at all times accurate and complete;
(d) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and
(e) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
You release us and agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to:
(a) your actual or alleged breach of any obligations in this Agreement;
(b) any of Your Sales Channels other than BusinessBaba Sites and BusinessBaba Associated Properties, Your Products, 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) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or
(d) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
7. Disclaimer & General Release.
a. THE BUSINESSBABA SITES AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU USE THE BUSINESSBABA SITES, THE SERVICES, THE MWS SITE, AND SELLER CENTRAL AT YOUR OWN RISK. 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. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE BUSINESSBABA SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND 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.
b. BECAUSE BUSINESSBABA 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 BUSINESSBABA (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
8. Limitation of Liability.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), 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 FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF BUSINESSBABA HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. 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 SIX MONTH PERIOD PAID BY YOU TO BUSINESSBABA IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
9. Tax Matters.
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) BusinessBaba automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) BusinessBaba expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by BusinessBaba and used by you. You agree to and will comply with the Tax Policies. All fees and payments payable by you to BusinessBaba under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross- border withholding taxes), and you will be responsible for paying BusinessBaba any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.
During the course of your use of the Services, you may receive information relating to us or to the Services, including but not limited to BusinessBaba Transaction Information, that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain BusinessBaba’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
11. 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.
12. Relationship of Parties.
13. Use of BusinessBaba Transaction Information.
You will not, and will cause your Affiliates not to, directly or indirectly:
(a) disclose any BusinessBaba Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information);
(b) use any BusinessBaba Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law;
(c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction;
(d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or
(e) target communications of any kind on the basis of the intended recipient being an BusinessBaba Site user.
In addition, you may only use tools and methods that we designate to communicate with BusinessBaba Site users regarding Your Transactions, including for the purpose of scheduling, communicating. The terms of this Section do not prevent you from using other information that you acquire without reference to BusinessBaba Transaction Information for any purpose, even if that information is identical to BusinessBaba Transaction Information, provided that you do not target communications on the basis of the intended recipient being an BusinessBaba Site user.
15. Suggestions and Other Information.
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any BusinessBaba Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.
We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on Seller Central, on the BusinessBaba Knowledge Page/Site, or on the applicable BusinessBaba Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the General Terms and the Service Terms will be posted for at least 30 days. Changes to Program Policies may be made without notice to you. You should refer regularly to Seller Central and the MWS Site, as applicable, to review the current Agreement (including the Service Terms
and Program Policies) and to be sure that the items you offer can be offered via the applicable Service. YOUR CONTINUED USE OF A SERVICE AFTER BUSINESSBABA’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
17. Password Security.
Any password we provide to you may be used only during the Term to access Seller Dashboard on Businessbaba (or other tools we provide) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.
We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them.
Because BusinessBaba is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms (if the Elected Country for a Service is the United States)), or the customer’s agent for any purpose, BusinessBaba will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.
We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications or by any other means then specified by BusinessBaba. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any “E-mail Preferences” (or similar preferences or requests) you may have indicated on the applicable BusinessBaba Site. You may change your e-mail addresses and certain other information on Businessbaba Site, as applicable. You will ensure that all of your information is up to date and accurate at all times.
This Agreement incorporates, and you accept the applicable Service Terms and Program Policies, which BusinessBaba may modify from time to time. 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.
S-1 Your Product Listings and Orders.
S-1.1 Products and Product Information. You will provide in the format we require accurate and complete Required Product Information for each product or service that you offer through any BusinessBaba Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any BusinessBaba Site comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on any BusinessBaba Sites; or provide any URL Marks for use, or request that any URL Marks be used, on any BusinessBaba Site. If you offer a product for sale on an BusinessBaba Site that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide us with such warning in the manner specified in our Program Policies,
(b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required.
S-1.2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on a particular BusinessBaba Site and conduct merchandising and promote Your Products as permitted by us (including via the BusinessBaba Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable BusinessBaba Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and BusinessBaba may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable BusinessBaba Site. 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 BusinessBaba Service Terms. We may permit certain customers to place invoiced orders for Your Products, in which case remittance of Sales Proceeds may be delayed according to each customer’s invoicing terms.
S-1.3 Shipping and Handling Charges. For Your Products ordered by customers on or through an BusinessBaba Site you will determine the shipping and handling
S-1.4 Credit Card Fraud and Unpaid Invoices. We will bear the risk of (a) credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, and (b) late payments or defaults by customers in connection with invoiced orders for Your Products. You will bear all other risk of fraud or loss. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop, and/or cancel any of Your Transactions. You will stop or cancel orders of Your Products if we ask you to do so. If you have already transferred Your Products to a carrier or shipper when we ask you to stop or cancel an order, you will use commercially reasonable efforts to stop or cancel delivery of that order. You will refund any customer (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel.
S-2 Sale, Refunds and Returns. S-2.1 Sale. you will:
(a) Source, offer, sell and fulfil your Products, and all terms provided by you or us and displayed on the applicable BusinessBaba Site at the time of the order and be solely responsible for and bear all risk for those activities;
(b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements and ship each of Your Products on or before its Expected Ship Date;
(c) retrieve Order Information at least once each business day;
(d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable BusinessBaba Site at the time of the applicable order or as may be required under this Agreement;
(e) fulfil Your Product orders throughout USA;
(f) provide to BusinessBaba information regarding fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available;
(g) comply with all Street Date instructions;
(h) ensure that you are the seller of each of Your Products;
(i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products;
(j) 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
(k) except as expressly permitted by this Agreement, not send customers emails confirming orders or fulfilment of Your Products.
S-2.2 Cancellations, Returns, and Refunds. The BusinessBaba Refund Policies for the applicable BusinessBaba Site will apply to Your Products. BusinessBaba Refund Policies for the applicable BusinessBaba Site, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with Your Transactions through BusinessBaba. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay.
S-3 Problems with Your Products.
S-3.1 Delivery Errors and Nonconformities; Recalls. You are solely responsible for any non- performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, misdelivery, theft, or other mistake or act in connection with the fulfillment of those of Your Products. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products.
You will pay us: (a) the applicable selling Fees; (b) the non-refundable Selling on BusinessBaba Subscription Fee in advance each month; and (c) any other applicable fees described in this Agreement (including any applicable Program Policies). “Selling on BusinessBaba Subscription Fee” means the fee specified as such on the Selling on BusinessBaba Fee Schedule for the applicable BusinessBaba Site at the time such fee is payable.
S-5 5 Remittance of Sales Proceeds & Refunds.
Except as otherwise stated in this Agreement, we will remit to you your available balance on a bi- weekly (14 day) (or at our option, more frequent) basis, which may vary for sellers based on their subscription plans. For each remittance, your available balance is equal to any Sales Proceeds not previously remitted to you as of the applicable Remittance Calculation Date (which you will accept as payment in full for Your Transactions), less: (a) Selling Fees; (b) any Selling on BusinessBaba Subscription Fees; (c) any other applicable fees described in this Agreement (including any applicable Program Policies); (d) any amounts we require you to maintain in your account balance pursuant to this Agreement (including payments withheld pursuant to Section 2 of the General Terms, Section S- 1.4, and applicable Program Policies); and (e) any taxes that BusinessBaba automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the Tax Policies
We may establish a reserve on your account based on our assessment of risks to BusinessBaba or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.
S-6 Control of BusinessBaba Sites.
We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the BusinessBaba Sites, including by redesigning, modifying, removing, or restricting access to any of them, and by suspending, prohibiting, or removing any listing.
S-7 7 Effect of Termination.
Upon termination of these Selling on BusinessBaba Service Terms in connection with a particular BusinessBaba Site, all rights and obligations of the Parties under these Selling on BusinessBaba Service Terms with regard to such BusinessBaba Site will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
Subject to New Jersey Jurisdiction