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Welcome to esoq

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Terms and Conditions for customers

The following Terms and Conditions will be accepted by the Customer online following registration.

These terms of use (the “Terms of Use”, together with the documents referred to in it) tell you the terms of use on which you may make use of esoq website (the Site”). These Terms of Use apply to all users and visitors of the Site. Use of the Site includes accessing, browsing, or registering to use our site (the “Services”).

Please read these Terms of Use carefully before you start to use the Site, as these will apply to your use of the Site.

Any person who wants to access the Site and use the Services to purchase Products must accept the terms and conditions of these Terms of Use without change, and you agree to comply with them.

By registering for or using the Services, you authorise Procco Financial Services W.L.L. (" Procco ") to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions (as defined below), receiving and holding Sales Proceeds (as defined below) on your behalf, remitting Sales Proceeds to your bank account, charging your credit card, and paying esoq and its affiliates amounts you owe in accordance with this Agreement or other agreements you may have with esoq or its affiliates (collectively, the " Transaction Processing Service "). " Sales Proceeds " means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, but excluding any taxes separately stated and charged. " Your Transaction " means any sale of your Products through the Site. “Product(s)” means any product or service that is sold through the Site that meets legal requirements according to the laws of the Kingdom of Bahrain.

If you do not agree to these Terms of Use, you must not use the Site.

Information about Us

esoq is a marketplace that allows buyers to browse, review and buy just about anything in a variety of pricing formats and locations.

esoq is a site operated by esoq (" We ", “us” and “our”). We are registered in the Kingdom of Bahrain under company registered number 11700 and have our registered office at [Al Hamala Headquarters, Building 1095, Road 1425, Al Hamala 1014, P.O. Box 14, Manama, Kingdom of Bahrain].

We do not have possession of anything listed or sold through esoq, and are not involved in the actual transaction between buyers and sellers. The contract for the sale is directly between buyers and sellers.

We reserve the right to change any of the terms and conditions contained in these Terms of Use or any policies or guidelines governing the Site or Services, at any time and in our sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to these Terms of Use will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. Your continued use of this Site and the Services following esoq’s posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to these Terms of Use, do not continue to use the Services or this Site.

Use of the Site

In connection with using or accessing the Services and the Site you will not:

in any way that breaches any applicable local, national or international law or regulation;

in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

for the purpose of harming or attempting to harm minors in any way;

use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our Services;

to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards;

to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

post false, inaccurate, misleading, defamatory, or libellous content;

take any action that may undermine the feedback or ratings systems;

transfer your esoq account (including feedback) and user ID to another party without our consent;

bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;

export or re-export any esoq application or tools except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;

copy, modify, or distribute rights or content from our Services or esoq's copyrights and trademarks;

copy, reproduce, reverse engineer, modify, create derivative works from, distribute, perform or publicly display any content (except for your information) from our Services without the prior express written permission of esoq and the appropriate third party, as applicable;

commercialise any esoq application or any information or software associated with such application;

harvest or otherwise collect information about users, such as email addresses, without their consent; or

circumvent any technical measures we use to provide the Services.

post any Product that violate the terms of this Agreement;

post any Product that is abusive, offensive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights or which is liable to incite racial disharmony or hatred, or which comprises of a virus or other code liable to cause loss or damage; or

post any Product that infringes any third-party intellectual property rights (including copyright, trademark, patent and trade secrets) or other proprietary rights (including rights of publicity or privacy);

post, list or upload content or Product in inappropriate categories or areas on our Site;

copy, modify, or distribute any other person's content without their consent;

post any Product that is counterfeited, illegal, stolen or fraudulent. It is up to the Customer to accurately describe the Classifieds Listings for sale. As a customer, you use the Site and the Services at your own risk.

manipulate the price of any Product or interfere with any other Merchant's or Customer’s listings;

fail to deliver the Products sold by you to customers within the specified timeframe, unless you have a valid reason;

fail to respond to disputes raised by customers;

If you are registering with esoq/procco as a buyer, you represent that you have the authority to legally bind that entity.

We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services.

Eligibility

Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register, you must provide your real name, commercial registration number, address, phone number, e-mail address and valid credit card information.

You represent and warrant that:

as an individual, you are in good standing under the laws of the Kingdom of Bahrain;

you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; and

any information provided or made available by you or your affiliates to esoq and Procco is at all times accurate and complete.

Customer’s Obligations

By entering into this Agreement and posting a listing for fixed price sale, you agree to complete the transaction as described by this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

You are solely and legally responsible for all Your Transactions, and the Products that you post on the Site.

You agree to abide by the procedures and guidelines contained in the Help Section of the Site, for conducting fixed price sales, which are incorporated by reference into, and made part of, this Agreement. The procedures and guidelines contained in the Help Section of the Site explain the processes and set out acceptable conduct and prohibited practices. We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you. You should refer regularly to the Help Section of the Site to understand the current procedures and guidelines for participating and to be sure that the Products you offer for sale can be sold on the Site. For each Product you list on the Site, you will provide us with the state or country from which the Product ships. You will provide us (using the processes and timing that we designate) with any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information publicly available.

Promptly after shipment of a customer's order (or any portion of the customer's order), you will accurately inform us that the order has been shipped (and, in the case of a customer order that is shipped in more than one shipment, accurately inform us which portion of the order has been shipped), using our standard functionality for communicating such information when we make that functionality available to you ("Confirmation of Shipment"). If you fail to provide Confirmation of Shipment within two (2) days after the date an order was placed, we may in our sole discretion cancel, and/or direct you to stop and/or cancel, any such transaction, and you will stop and/or cancel any such transaction upon such request by us.

You shall, at all times, sell the Products posted on the Site to customers through the Site and in accordance with the terms of this Agreement. If you conduct a sale of a Product posted on the Site without complying with the terms of this Agreement and the policies posted on the Site, then esoq may exercise any of its rights under this Agreement.

You will comply, at all times, with any instructions from the original manufacturer, distributor and/or licensor of a Product regarding street date for delivery (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a Product as the date before which such Product should not be delivered or otherwise made available to customers) or the street date for disclosure (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a Product as the date before which specified information regarding such Product (e.g., title of a book) should not be disclosed publicly).

Without limiting other remedies, we may issue warnings, limit or terminate our Service, remove hosted content and take technical and legal steps to keep users off the Site if we think that they are creating problems, infringing the rights of third parties or acting inconsistently with the letter or spirit of our policies (including, without limitation, circumventing temporary or permanent suspensions or harassing the Site’s employees or other users). However, whether we decide to take any of these steps, remove hosted content or keep a user off the Site or not, we do not have any obligation to monitor the information transmitted or stored on Site, Services, applications and tools and we do not accept any liability for unauthorized or unlawful content on the Site or use of the Site by users.

By using the Site, you agree to the collection, transfer, storage and use of your personal information by us as further described in our Privacy Policy. You also agree to receive marketing communications from us, unless you tell us that you prefer not to receive such communications.

Listing Fees

The fees we charge for using our Services are defined as either a percentage of (5%) or a fixed rate of (BHD 2), whichever is higher. We may change our fees, or introduce new fees from time to time by posting the changes on the [esoq] site thirty (30) days in advance. You may close your account without penalty within thirty (30) days of such notice being given.

You are required to have a payment method on file when selling on [esoq]. If your payment method fails or your account is overdue, we may collect fees owed by charging other payment methods on file and retaining collection agencies or legal counsel.

An admin fee will be charged for withdrawing amounts from the wallet.

The amount of the Merchant listing fees will be deducted from the Merchant’s wallet if cash on delivery is chosen.

All other fees, including but not limited to the subscription plan fees, are payable upon demand on a Visa, MasterCard, American Express, Discover, JCB, or Diners Club credit card.

By entering into the Terms of Use and posting a listing for fixed price sale, you agree to complete the transaction as described by the Terms of Use. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

Changes to Site

We may update the Site from time to time, and may change the content at any time. However, please note that any of the content on the Site may be out of date at any given time, and we are under no obligation to update it.

We do not guarantee that the Site, or any content on it, will be free from errors or omissions.

Access to Site

We do not guarantee that the Site, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Site without notice. We will not be liable to you if for any reason the Site is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to the Site.

You are responsible for ensuring that all persons who access the Site hrough your internet connection are aware of these terms of useand other applicable terms and conditions, and that they comply with them.

The Site is directed to people residing in the Kingdom of Bahrain. We do not represent that content available on or through the Site is appropriate or available in other locations. We may limit the availability of the Site or any service or product described on the Site to any person or geographic area at any time. If you choose to access our site from outside the Kingdom of Bahrain, you do so at your own risk.

Account and Password

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@esoq .

Illegal Activity

The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of the laws of the Kingdom of Bahrain. Fraudulent conducts may be reported to the law enforcement authorities, and esoq will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

esoq has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. esoq also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. esoq reserves the right and has absolute discretion to remove, screen, or edit any content that violates these Terms of Use or is otherwise objectionable.

esoq also reserves the right to report any activity that either of them suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect esoq’s systems and customers, or to ensure the integrity and operation of esoq’s business and systems, esoq may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

No Warranties

The Site and the Services are provided on an "as is" basis. Neither esoq nor Procco make any other representations or warranties of any kind, express or implied, including without limitation:

the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;

that the Site or the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;

that the information, content, materials, or Products included on the Site will be as represented by Merchants, available for sale at the time of fixed price sale, lawful to sell, or that Merchants or Customers will perform as promised;

any implied warranty arising from course of dealing or usage of trade;

any obligation, liability, right, claim, or remedy in tort, whether or not arising from the negligence of esoq or Procco. To the full extent permissible under applicable law, esoq and Procco disclaim any and all such warranties.

Abuse of Use

esoq, in its sole discretion, may terminate this Agreement, access to the Site or the Services, or any current fixed price sales immediately without notice for any reason. esoq, in its sole discretion, also may prohibit any Merchant from listing Products for fixed price sales.

Without limiting other remedies, we may limit, suspend, or terminate your user account(s) and access to our Services, restrict or prohibit access to, and your activities on, our Services, remove or demote listings, delay or remove hosted content, remove any special status associated with the account, reduce or eliminate any discounts, and take technical and legal steps to keep you from using our Services if:

you are creating problems or possible legal liabilities;

you have a certain amount of ongoing disputes with customers;

your esoq wallet becomes negative without refilling it;

you have any violations related to posting or selling Products;

you sell Products on the Site with higher prices than your physical shop to avoid discount rates;

such restrictions will improve the security of the esoq community or reduce our or another esoquser's exposure to financial liabilities;

you are infringing the rights of third parties;

you are acting inconsistently with the letter or spirit of these Terms of Use or our policies or abuse our employees or users;

we are unable to verify or authenticate, despite our reasonable endeavours, any information you provide to us; or

you fail to make full payment of any fees due for our Services by your payment due date.

When a buyer or seller issue arises we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement, and to do the right thing for both buyers and sellers.

Links to Sites

You may link to our home page our your store page on the Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to the Site in any website that is not owned by you.

The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page or your store page on the Site.

We reserve the right to withdraw linking permission without notice to you.

Third Party Links in the Site

Where the Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.

Viruses

We do not guarantee that the Site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform in order to access the Site. You should use your own virus protection software.

You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.

esoq’s Role

esoq provides a platform for Merchants and customers (the "Customers") to negotiate and complete transactions. esoq does not have possession of anything listed or sold through esoq,bh and is not involved in the actual transaction between Merchants and Customers, except as set out in Clause 5. As a Merchant, you may list any Product on the Site unless it is a prohibited Product as defined in the procedures and guidelines contained in the Help Section of the Site, or otherwise prohibited by law.

The Transaction Processing Service

As used in this Clause 15, "we," "us" and "our" mean Procco. Notwithstanding anything to the contrary in this Agreement, esoq may in its discretion perform the Transaction Processing Services described in this Clause 5.

The Transaction Processing Service facilitates the purchase of the Merchant Products listed on the Site. Sales Proceeds are credited to a registered the Merchant's Payment Account (as defined in Clause 15.10 below), and funds are periodically transferred to the Merchant's designated bank account (the "Merchant's Account"). You agree that Customers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. Our obligation to remit funds received by us on your behalf is limited to funds that we have actually received less amounts owed to esoq, Procco or any other Party, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement. The Transaction Processing Service helps facilitate Your Transactions and neither we nor our affiliates are the purchaser of the Merchant's goods. The Merchant must resolve any dispute amicably through the means provided online by esoq , such as the online chat function. If any direct and/or offline contact is established between the Merchant and the buyer, esoq will play no role in resolving the conflict.

You must provide us true and accurate information when registering and must maintain and update that information as applicable. We may at any time require you to provide any financial, business or personal information we request to verify your identity. The Merchant will not impersonate any person or use a name he or she is not legally authorized to use. The Merchant authorizes us to verify his or her information (including any updated information), to obtain credit reports about the Merchant in order to approve the Merchant for use of the Transaction Processing Service and also from time to time while the Merchant is registered with the Transaction Processing Service, to obtain authorizations from the Merchant 's credit card issuer for payment of any services owed to esoq such as subscription fees.

All money owed to the Merchant will be settled via bank transfer from Procco after the Warranty Period which is twenty (20) days from date of the customer purchasing a Product on esoq and the transfer will take up to three (3) working days except in the case of any amounts under dispute in which case the amount under dispute would be withheld.

The Merchant agrees to pay the agreed discount rate as it has been confirmed between all parties via any means of communication (including email). This agreed discount rate is payable to Procco for each successful sale made through esoq . Procco will then be redistributing the returns to the partners involved.

Sales Proceeds can be credited only to bank accounts in the Kingdom of Bahrain or any other country shown as supported by our standard functionality and enabled for your account (which functionality may be modified or discontinued by us at any time without notice), the Merchants may also use the bank account provided to esoq for the Transaction Processing Service when making retail purchases on esoq . The Merchants waive any rights with respect to the Transaction Processing Service when shipping to an address other than that provided by the Transaction Processing Service.

The Transaction Processing Service is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance. We can initiate credits to the Merchant 's Account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Agreement, a "Business Day" is a Sunday through Thursday, excluding public holidays in the Kingdom of Bahrain. We will inform you of each completed transaction using our standard procedures. In addition, you can access your Transaction Processing Service transaction information online in your Payment Account.

You may provide refunds or adjustments to Customers for Your Transactions through the Transaction Processing Service using functionality enabled for your account. This functionality may be modified or discontinued by us at any time without notice and is subject to the limitations on esoq and the terms of this Agreement.

All balances for a given seven (7) day period will be reflected in the Payment Account summary. We will initiate a credit to the Merchant's Account on a rolling 7-day cycle (the "Payment Date") based on the original date of the Merchant's registration with the Service or on the next Business Day if the scheduled Payment Date falls on a non-Business Day. If the Merchant requests a change to the scheduled Payment Date, the 7-day cycle will be reset to the requested Payment Date. When you either initially provide or later change your bank account information, you must wait seven (7) days to request a transfer to the Merchant's Account. After seven (7) days, you may either request transfers to the Merchant's Account at any time within the seven (7) day cycle via the Payment Account summary page. We will initiate a transfer to the Merchant's Account on each Payment Date and, based on your preferences, initiate a transfer to the Merchant's Account. The total amount of Sales Proceeds you received from Customers' authorized payment, less any fees or other amounts we may collect under this Agreement, any refunds, adjustments, or other amounts paid to Customers in connection with Your Transactions, or for funds you otherwise received since the last Payment Date. The amount of the fees for the Services will be posted to the Merchant's Payment Account and will be deducted from the balance of credits in the Merchant's Payment Account to be remitted to you on the next Payment Date. Without limiting esoq or Procco’s rights to collect any amounts you owe, including as described in Clause 5.11 of this Agreement, Procco’s receipt of Sales Proceeds 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.

Transfers to the Merchant's Account will generally be credited within three (3) Business Days of the date we initiate the transfer. On occasion, we may send the Merchant a paper check instead of an electronic credit to the Merchant's Account. We will do so, for instance, if the Merchant's bank will not accept an electronic credit to the Merchant's Account.

As a security measure, we may, but we are not required to, impose transaction limits on some or all Customers and Merchants relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. We will not be liable to the Merchant: (i) if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us or our affiliates for a security reason, or (ii) if we or our affiliates permit a Buyer to withdraw from a transaction because the Transaction Processing Service is unavailable following the commencement of a transaction.

If we reasonably conclude based on information available to us that the Merchant’s actions and/or performance in connection with the Services may result in Buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Agreement until the completion of any investigation(s) regarding any Merchant actions and/or performance in connection with this Agreement. We will not be liable to the Merchant if we act in accordance with the provisions of this Clause.

All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by us or esoq. We will send notices to the Merchant at the e-mail address maintained in our or esoq's records for the Merchant. The Merchant will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us or esoq. The Merchant will send notices to us using the functionality for contacting esoq provided on the Site.

We may refuse service to anyone for any reason. The Merchant will bear the risk of credit card fraud (i.e., fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, as well as all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any of the Merchant's Products that are not fulfilled strictly in accordance with the order information and shipping information that esoq provides you. esoq reserves the right, at all times, to seek reimbursement from the Merchant if esoq, in its sole discretion, decide to reimburse the Buyer under the terms of the Site, provide a refund to Buyer if the Merchant cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer's credit card issuer for the amount of Buyer's purchase from the Merchant. We may obtain reimbursement of any amounts owed by the Merchant to esoq or us by deducting from future payments owed to the Merchant, reversing any credits to the Merchant’s Account, charging against gift certificates held in the Merchant’s GC Account (if any) that were purchased with Sales Proceeds, charging the Merchant’s credit card, or seeking such reimbursement from the Merchant by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.

We reserve the right, upon termination of this Agreement or the Merchant's use of the Services, to set off against any payments to be made to the Merchant, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to Customers in connection with Your Transactions from the Merchant's Account for a prospective six (6) month period. At the end of such six (6) month period following termination, we will disburse to the Merchant any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to Customers, or seek reimbursement from the Merchant via any of the means authorized in Section 15.13 above for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to Customers, as applicable.

Customers who wish to file a dispute for any purchase from the Merchant have ten (10) days after receiving the Product in which to submit it, otherwise The Merchant will be paid by Procco for the Product sold.

The Merchant agrees that if a customer disputes a transaction, Procco is entitled to withhold the payment in question for a period of no longer than six (6) months while the transaction issue is being resolved.

At the time of dispute the Merchant should be able to provide within three (3) business days, all necessary documents and proof that can help resolve the dispute.

Charge back and dispute process are governed by the esoq Dispute Resolution Policy. The Merchant acknowledges that they have read and accepted the Dispute Resolution Policy.

Dispute Cases that are filed against the Merchant will have a negative effect on the Merchant ranking system only if the dispute fault is from the Merchants side.

Sales Proceeds will be held in an account with Procco (a "Payment Account") and will represent an unsecured claim against Procco. Prior to disbursing funds to you, Procco may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable laws. You will not receive interest or any other earnings on any Sales Proceeds. To the extent required by applicable laws, Procco 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.

If there is no activity (as determined by us) in connection with your Payment 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 Payment Account open and maintaining the funds in your Payment Account. If you do not respond to our notice(s) within the time period we specify, we will send the funds in your Payment Account to your state of residency, as determined by us based on the information in your Payment Account.

esoq Reservation of Rights

esoq retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all Products in our sole discretion. 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 and/or cancel orders of your Products if we ask you to do so (provided that if you have transferred your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Participation Agreement) that has been charged for an order that we stop or cancel.

esoq reserves the right not to refund the Merchants for any fees paid through use of the Site, services, applications and tools in the following cases:

If you breach, in our opinion, the terms of this Agreement; or

If the materials you posted went live with exposure on the Site, services, applications or tools, even for a limited time, and that they benefited from the service associated with the paid fee.

Intellectual Property Rights

We are the owner or the licensee of all intellectual property rights in the Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one (1) copy, and may download extracts, of any page(s) from the Site for your personal use and you may draw the attention of others within your organisation to content posted on the Site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on the Site must always be acknowledged.

You must not use any part of the content on the Site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of the Site in breach of these Terms of Use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

esoq Participation

Employees of esoq are permitted to participate in their personal capacity (i.e., not as esoq employees, representatives, or agents of esoq) in the transactions conducted through this Site (unless they have confidential information about a particular Product). Employees of esoq, when participating in any transaction in their personal capacity, are subject to this Agreement and the same procedures and guidelines contained in the Site as any Buyer or Merchant on this Site.

Your Transactions

For sales where a Merchant lists goods at a fixed price ("fixed price sales"), the Merchant is obligated to sell the Products at the listed price to Customers that meet the Merchant's terms. By listing a Product in a fixed price sale, you represent and warrant to prospective Customers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.

For fixed price sales, the Merchant will determine the purchase price for each Product he or she lists on the Site via and subject to esoq ’s standard functionality for listing the purchase price, provided that the Merchant must abide by the same procedures and guidelines contained in the Site with respect to pricing.

Returns and Refunds

Subject to Clause 15.4, for all of your Products that are not fulfilled using the esoq service, you will accept and process returns, refunds and adjustments in accordance with this Agreement and the return policies published on the Site at the time of the applicable order, and we may inform customers that these policies apply to your Products. Subject to Clause 5.4, you will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to Customers in connection with Your Transactions, using functionality we enable for your account, and will route all such payments through Procco. We will provide any such payments to the Customers (which may be in the same payment form originally used to purchase your Product), and you will reimburse Procco for all amounts so paid. We may offset such payments against any amounts to be remitted or paid by Procco to the Merchant under this Agreement or seek reimbursement from the Merchant via any of the means authorized in Section 5.10 For all of your Products that are fulfilled using the Site, the return policies published on the Site at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable return policies and as required by law, and in no case later than thirty (30) days after the obligation arises.

You agree to post your returns policy on your account on the Site.

Limitation of Liability

We try to keep esoq and its Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Updates and other notification functionality in esoq's Services may not occur in real time. Such functionality is subject to delays beyond esoq's control.

You will defend, indemnify and hold harmless esoq from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms of Use; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

Neither esoq nor Procco will be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with the Agreement, the Site, the Services, the Transaction Processing Service, the inability to use the Services or the Transaction Processing Service, or those resulting from any Products or services purchased or obtained or messages received or Transactions entered into through the Services.

We (including our parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

21.4.1 your use of or your inability to use our Services;

21.4.2 pricing, postage or other guidance provided by esoq;

21.4.3 delays or disruptions in our Services;

21.4.4 viruses or other malicious software obtained by accessing, or linking to, our Services;

21.4.5 glitches, bugs, errors, or inaccuracies of any kind in our Services;

damage to your hardware device from the use of any esoq Service;

damaged or faulty Products;

shipping companies exceeding their daily capacity for delivery;

Customers publishing their contact information on the Site. Customer protection will be enforced only if all communication and transactions are done through esoq.

The illegal use of the Site internal wallet by any party;

the content, actions, or inactions of third parties, including Products listed using our Services or the destruction of allegedly fake Products;

a suspension or other action taken with respect to your account or breach of these Terms of Use; and

your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to these Terms of Use or our policies.

You accept sole responsibility for the legality of your actions under laws applying to you and the legality of any Products you list on the Site.

Although we use techniques that aim to verify the accuracy and truth of the information provided by our users, user verification on the internet is difficult. [esoq] cannot and does not confirm, and is not responsible for ensuring, the accuracy or truthfulness of users' purported identities or the validity of the information which they provide to us or post on the Site.

Disputes

The Customer is solely and legally responsible for incurring the cost of shipping and returning any returned Product from another customer (as a buyer) when the Customer is at fault. This includes, but is not limited to, cases where:

The Customer sent the wrong Product;

The Customer sent a Product which does not accurately reflect the Product information displayed on the Site; or

The Customer sent a damaged Product.

the delivery charges where the customer must be reimbursed for shipping.

We reserve the right to block the Customer’s money in case of a dispute.

In the event of returns, the Customer should accept or reject returns on esoq within forty-eight (48) hours of the return request.

General Release

esoq is not invloved in transactions between buyers and sellers or other participant dealings. If a dispute arises between one or more participants, each of you release esoq 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.

Governing Law and Dispute Resolution

The Customer Terms and Conditions and any matter, claim or dispute arising out of or in connection with these Terms and Conditions, whether contractual or non-contractual, is to be governed by and determined in accordance with the laws of the Kingdom of Bahrain. Both Parties shall refer and claim or dispute in connection with the Customer Terms and Conditions to the Courts of the Kingdom of Bahrain and the award shall be binding and final on the Parties.

Disputes with Buyers

Because esoq is not the agent of Seller and is not the agent of Buyer for any purpose, esoq will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. esoq urges Sellers and Buyers to cooperate with each other to resolve such disputes.

Listing Conditions

26.1 When listing a Product, you agree to comply with these Terms of Use and that:

26.1.2 you are responsible for the accuracy, content and legality of the listed Products;

26.1.3 your listing may not be immediately searchable by keyword or category for up to twenty-four (24) hours. esoq does not guarantee exact listing durations;

26.1.4 content that violates any of esoq's policies may be deleted at esoq's discretion;

26.1.5 where your listing appears in search and browse results may be based on certain factors such as listing format, title, , keywords, price and postage cost, feedback, esoq policy compliance and detailed seller ratings;

26.1.6 esoq may also change whether your listing appears in search results; and

26.1.7 some optional upgrade features will only be visible on certain esoq Services.

a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer.

Uploading Content to Site

Whenever you make use of a feature that allows you to upload content to the Site, or to make contact with other users of the Site, you must comply with the terms set out in these Customer Terms and Conditions.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of the terms of these Customer Terms and Conditions..

Any content you upload to the Site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us, and other users of the Site, a limited license to use, store and copy that content and to distribute and make it available to third parties. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of the Site.

We have the right to remove any posting you make on the Site if, in our opinion, your post does not comply with the terms of these Customer Terms and Conditions.

The views expressed by other users on the Site do not represent our views or values.

You are solely responsible for securing and backing up your content.

Your Grant

By accepting the Customer Terms and Conditions, 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 the content you submit to esoq, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or Products available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any Product specific information or materials) 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 Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to esoq, and that the use of such materials by esoq will not infringe upon or violate the rights of any third party.

Other Terms

29.1 These Terms of Use, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

29.2 You and esoq are independent contractors and nothing in these Terms of Use will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Nothing expressed or mentioned in or implied from these Terms of Use is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms of Use. These Terms of Use and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of esoq, you, and relying Buyers or Sellers.

29.3 If any provision of these Terms of Use shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

29.4 esoq will not be considered to have waived any of its rights or remedies described in these Terms of Use unless the waiver is in writing and signed by the relevant party. No delay or omission by esoq in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. esoq’s failure to enforce the strict performance of any provision of these Terms of Use will not constitute a waiver of either party's right to subsequently enforce such provision or any other provisions of this these Terms of Use.

29.5 esoq may assign its rights and obligations under these Terms of Use in accordance with the below (but without your prior express consent), provided that esoq assign these Terms of Use on the same terms or terms that are no less advantageous to you.

29.6 We may amend these Terms of Use at any time by email, or via the Site. All amended terms shall automatically be effective thirty (30) days after they are initially posted. Your continued use of our Services after the effective date of these amended terms constitutes your acceptance of them.

Merchangt Membership Agreement and Terms & Conditions

Welcome to the esoq site (the “ Site") and our selling services (the “Services") which allow users to offer, sell and buy products and services in a variety of pricing formats and locations. Any merchant that wants to access the Site and use the Services to sell Products ( the “ Merchant" or “ you" must accept the terms and conditions of this Merchant Membership Agreement without change (the “ Agreement").By registering for and using the Services, you agree to be bound by all terms and conditions of this Agreement, where all policies and guidelines of the Site are incorporated by reference. Bahrain Telecommunications Company B.S.C. (" esoq", " we", " us", and " our") reserves the right to change any of the terms and conditions contained in this Agreement and/or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notices and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you.

Your continued use of this Site and the Services following esoq's posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this Agreement, do not continue to use the Services or this Site.

By registering for or using the Services, you authorise Procco Financial Services W.L.L. (" Procco") to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions (as defined below), receiving and holding Sales Proceeds (as defined below) on your behalf, remitting Sales Proceeds to your bank account, charging your credit card, and paying esoq and its affiliates amounts you owe in accordance with this Agreement or other agreements you may have with esoq or its affiliates (collectively, the " Transaction Processing Service"). " Sales Proceeds" means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, but excluding any taxes separately stated and charged. " Your Transaction" means any sale of your Products through the Site. “ Product(s)" means any product or service that is sold through the Site that meets legal requirements according to the laws of the Kingdom of Bahrain.

1. Eligibility

1.1 Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register, you must provide your full business name, copy of your commercial registration, business address, phone number, e-mail address and your bank account for payment of any sales made through esoq .

1.2 You represent and warrant that:

1.2.1 as a business, you are duly organised, validly existing and in good standing under the laws of the Kingdom of Bahrain;

1.2.2 you hold a valid commercial registration number, or any other license in accordance with the rules and regulations of the Ministry of Industry and Commerce of the Kingdom of Bahrain;

1.2.3 you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; and

1.2.4 any information provided or made available by you or your affiliates to esoq and Procco is at all times accurate and complete.

1.3 If you are not registered with the Ministry of Industry and Commerce as an authorized signatory, then additional documentation may be required.

2. Merchants' Listing Fees

2.1 The Merchant agrees to pay the Merchant Listing Fee on all products sold on esoq by the Merchant. For applicable Merchant Listing Fee, refer to Annex B, such fee can be confirmed between all parties via any means of communication, including email. This agreed Merchant Listing Fee rate is payable to Procco for each successful sale made through esoq and will be taken directly from the settlement amount payable to the Merchant. Procco will then be redistributing the returns to the partners involved.

2.2 Depending on the product type and category, the applicable minimum Merchant Listing Fee per item varies from 500 fils to BDH1.000, refer to Annex B, Selling on esoq Fee Schedule, such fee can be confirmed between all parties via any means of communication, including email.

2.3 In the event of any additional fees being introduced, all such fees, including but not limited to potential subscription plan fees, advertising fees,, and others may be payable upon demand on a Visa, MasterCard, American Express, Discover, JCB, or Diners Club credit card. Monthly subscription plan fee can be confirmed between all parties via any means of communication, including email.

3. Your Obligations and Guidelines

3.1 As a condition of your use of the Site, you agree that you will not:

3.1.1 post any Product that violate any laws;

3.1.2 post any Product that violate the terms of this Agreement;

3.1.3 post any Product that is abusive, offensive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights or which is liable to incite racial disharmony or hatred, or which comprises of a virus or other code liable to cause loss or damage; or

3.1.4 post or otherwise communicate any false or misleading material or message of any kind including false, inaccurate, defamatory, or libelous content;

3.1.5 post any Product that infringes any third-party intellectual property rights (including copyright, trademark, patent and trade secrets) or other proprietary rights (including rights of publicity or privacy);

3.1.6 post, list or upload content or Product in inappropriate categories or areas on our Site;

3.1.7 distribute spam, unsolicited or bulk electronic communications, chain letters, or promote pyramid schemes;

3.1.8 distribute viruses or any other technologies that may harm the Site or the interests or property of the Site’s users;

3.1.9 copy, modify, or distribute any other person's content without their consent;

3.1.10 post any Product that is counterfeited, illegal, stolen or fraudulent. It is up to the Merchant to accurately describe the Product for sale. As a Merchant, you use the Site and the Services at your own risk.

3.1.11 manipulate the price of any Product or interfere with any other Merchant's listings;

3.1.12 fail to deliver the Products sold by you to customers within the specified timeframe, unless you have a valid reason;

3.1.13 fail to respond to disputes raised by customers;

3.1.14 take any action that may undermine the feedback or ratings systems;

3.1.15 transfer your esoq account (including feedback) and user ID to another party without esoq’s consent;

3.1.16 use any robot, spider, scraper or other automated means to access our Services for any purpose;

3.1.17 bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;

3.1.18 export or re-export any esoq application or tools except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;

3.1.19 copy, modify, or distribute rights or content from our Services or the Site's copyrights and trademarks;

3.1.20 copy, reproduce, reverse engineer, modify, create derivative works from, distribute, perform or publicly display any content (except for your information) from our Services without the prior express written permission of the Site and the appropriate third party, as applicable;

3.1.21 commercialise any esoq application or any information or software associated with such application;

3.1.22 harvest or otherwise collect information about users, without limitation, (i) contact data (name, mailing address, email address), without their consent; or

3.1.23 circumvent any technical measures we use to provide the Services.

3.2 You are solely and legally responsible for all Your Transactions, and the Products that you post on the Site.

3.3 Promptly after receiving a customer's order (or any portion of the customer's order), you will prepare the package in the time you have indicated on your profile using our standard functionality for communicating such information when we make that functionality available to you (" Confirmation of Order "). If you fail to provide Confirmation of Order within two (2) days after the date an order was placed, we may in our sole discretion cancel, and/or direct you to stop and/or cancel, any such transaction, and you will stop and/or cancel any such transaction upon such request by us.

3.4 You shall, at all times, sell the Products posted on the Site to customers through the Site and in accordance with the terms of this Agreement. If you conduct a sale of a Product posted on the Site without complying with the terms of this Agreement and the policies posted on the Site, then esoq may exercise any of its rights under this Agreement.

3.5 Without limiting other remedies, we may issue warnings, limit or terminate our Service, remove hosted content and take technical and legal steps to keep users off the Site if we think that they are creating problems, infringing the rights of third parties or acting inconsistently with the letter or spirit of our policies (including, without limitation, circumventing temporary or permanent suspensions or harassing the Site’s employees or other users). However, whether we decide to take any of these steps, remove hosted content or keep a user off the Site or not, we do not have any obligation to monitor the information transmitted or

stored on Site, Services, applications and tools and we do not accept any liability for unauthorized or unlawful content on the Site or use of the Site by users.

3.6 By using the Site, you agree to the collection, transfer, storage and use of your personal information by us as further described in our Privacy Policy. You also agree to receive marketing communications from us, unless you tell us that you prefer not to receive such communications.

3.7 Uploading Content to Site

3.7.1 Whenever you make use of a feature that allows you to upload content to the Site, or to make contact with other users of the Site, you must comply with the terms set out in this Agreement, in particular, Clause 3.1.

3.7.2 You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of the terms of this Agreement.

3.7.3 Any content you upload to the Site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us, and other users of the Site, a limited licence to use, store and copy that content and to distribute and make it available to third parties. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Site constitutes a violation of their intellectual property rights, or of their right to privacy.

3.7.4 We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of the Site.

3.7.5 We have the right to remove any posting you make on the Site if, in our opinion, your post does not comply with the terms of this Agreement.

3.7.6 The views expressed by other users on the Site do not represent our views or values.

3.7.7 You are solely responsible for securing and backing up your content.

4. Changes to Site

4.1 We may update the Site from time to time, and may change the content at any time. However, please note that any of the content on the Site may be out of date at any given time, and we are under no obligation to update it.

5. Listing Conditions

5.1 When listing a Product, you agree to comply with the terms of this Agreement and that:

5.1.1 you are responsible for the accuracy, content and legality of the listed Products;

5.1.2 your listing may not be immediately searchable by keyword or category for up to twenty-four (24) hours. The Site does not guarantee exact listing durations;

5.1.3 content that violates this Agreement and any of esoq 's policies may be deleted at our discretion without notice to you;

5.1.4 where your listing appears in search and browse results may be based on certain factors such as listing format, title keywords, price and postage cost, feedback, esoq policy compliance and detailed merchant ratings;

5.1.5 the Site may also change whether your listing appears in search results;

5.1.6 a few optional upgrade features will only be visible on certain esoq Services.

5.1.7 a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer.

5.2 Links to Sites

5.2.1 You may link to our home page or your store page on the Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

5.2.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

5.2.3 You must not establish a link to the Site in any website that is not owned by you.

5.2.4 The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page or your store page on the Site.

5.2.5 We reserve the right to withdraw linking permission without notice to you.

5.3 Third Party Links in the Site

5.3.1 Where the Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.

5.4 Viruses

5.4.1 We do not guarantee that the Site will be secure or free from bugs or viruses.

5.4.2 You are responsible for configuring your information technology, computer programmes and platform in order to access the Site. You should use your own virus protection software.

5.4.3 You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.

6. esoq’s Role

6.1 esoq provides a platform for Merchants and buyers (the " Buyers ") to complete transactions. esoq does not have possession of anything listed or sold through esoq,bh and is not involved in the actual

transaction between Merchants and Buyers. As a Merchant, you may list any Product on the Site given it complies to Clause 3.1 and is not otherwise prohibited by law.

7. The Transaction Processing Service and Payment Terms

7.1 In Clause 7, "we," "us" and "our" mean Procco. Notwithstanding anything to the contrary in this Agreement, esoq may in its discretion perform the Transaction Processing Services described in this Clause 7.

7.2 The Transaction Processing Service facilitates the purchase of the Merchant Products listed on the Site. Sales Proceeds are credited to a registered the Merchant's Payment Account (as defined in Clause 7.10 below), and funds are periodically transferred to the Merchant's designated bank account (the " Merchant's Account "). You agree that Buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. Our obligation to remit funds received by us on your behalf is limited to funds that we have actually received less amounts owed to esoq, Procco or any other Party, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement. The Transaction Processing Service helps facilitate Your Transactions and neither we nor our affiliates are the purchaser of the Merchant's goods. The Merchant must resolve any dispute amicably through the means provided online by esoq , such as the online chat function. If any direct and/or offline contact is established between the Merchant and the buyer, esoq will play no role in resolving the conflict.

7.3 You must provide us true and accurate information when registering and must maintain and update that information as applicable. We may at any time require you to provide any financial, business or personal information we request to verify your identity. The Merchant will not impersonate any person or use a name he or she is not legally authorized to use. The Merchant authorizes us to verify his or her information (including any updated information), to obtain credit reports about the Merchant in order to approve the Merchant for use of the Transaction Processing Service and also from time to time while the Merchant is registered with the Transaction Processing Service, to obtain authorizations from the Merchant 's credit card issuer for payment of any services owed to esoq such as subscription fees.

7.4 All money owed to the Merchant will be settled via bank transfer from Procco after the Warranty Period which is twenty (20) days from date of the customer purchasing a Product on esoq and the transfer will take up to three (3) working days except in the case of any amounts under dispute in which case the amount under dispute would be withheld. Disputes can be filed regardless of the merchant’s return policy, given that the dispute is a result of the Merchant’s or shippers’ negligence. This includes, but is not limited to, cases outlined in Clause 13.

7.5 The Merchant agrees to pay the applicable Merchant Listing Fee rate on all products sold on esoq by the Merchant, refer to Clause 2.

7.6 Sales Proceeds can be credited only to bank accounts in the Kingdom of Bahrain or any other country shown as supported by our standard functionality and enabled for your account (which functionality may be modified or discontinued by us at any time without notice), the Merchants may also use the bank account provided to Procco for the Transaction Processing Service when making retail purchases on esoq . The Merchants waive any rights with respect to the Transaction Processing Service when shipping to an address other than that provided by the Transaction Processing Service.

7.7 The Transaction Processing Service is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance. We can initiate credits to the Merchant 's Account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Agreement, a "Business Day" is a Sunday through Thursday, excluding public holidays in the Kingdom of Bahrain. We will inform you of each completed transaction using our standard procedures. In

addition, you can access your Transaction Processing Service transaction information online in your Payment Account.

7.8 You may provide refunds or adjustments to Buyers for Your Transactions through the Transaction Processing Service using functionality enabled for your account. This functionality may be modified or discontinued by us at any time without notice and is subject to the limitations on esoq and the terms of this Agreement.

7.9 All balances for a given twenty (20) day period will be reflected in the Payment Account summary. We will initiate a credit to the Merchant's Account on a rolling 20-day cycle (the " Payment Date ") based on the original date of the Merchant's registration with the Service or on the next Business Day if the scheduled Payment Date falls on a non-Business Day. If the Merchant requests a change to the scheduled Payment Date, the 20-day cycle will be reset to the requested Payment Date. When you either initially provide or later change your bank account information, you must wait twenty (20) days to request a transfer to the Merchant's Account. After twenty (20) days, you may either request transfers to the Merchant's Account at any time within the twenty (20) day cycle via the Payment Account summary page. We will initiate a transfer to the Merchant's Account on each Payment Date and, based on your preferences, initiate a transfer to the Merchant's Account. The total amount of Sales Proceeds you received from Buyers' authorized payment, less any fees or other amounts we may collect under this Agreement, any refunds, adjustments, or other amounts paid to Buyers in connection with Your Transactions, or for funds you otherwise received since the last Payment Date. The amount of the fees for the Services will be posted to the Merchant's Payment Account and will be deducted from the balance of credits in the Merchant's Payment Account to be remitted to you on the next Payment Date. Without limiting esoq or Procco’s rights to collect any amounts you owe, including as described in Clause 5.11 of this Agreement, Procco’s receipt of Sales

Proceeds 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.

7.10 Transfers to the Merchant's Account will generally be credited within three (3) Business Days of the date we initiate the transfer. On occasion, we may send the Merchant a paper check instead of an electronic credit to the Merchant's Account. We will do so, for instance, if the Merchant's bank will not accept an electronic credit to the Merchant's Account.

7.11 As a security measure, we may, but we are not required to, impose transaction limits on some or all Buyers and Merchants relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. We will not be liable to the Merchant: (i) if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us or our affiliates for a security reason, or (ii) if we or our affiliates permit a Buyer to withdraw from a transaction because the Transaction Processing Service is unavailable following the commencement of a transaction.

7.12 If we reasonably conclude based on information available to us that the Merchant’s actions and/or performance in connection with the Services may result in Buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Agreement until the completion of any investigation(s) regarding any Merchant actions and/or performance in connection with this Agreement. We will not be liable to the Merchant if we act in accordance with the provisions of this Clause.

7.13 All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by us or esoq. We will send notices to the Merchant at the e-mail address maintained in our or esoq's records for the Merchant. The Merchant will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us or esoq. The Merchant will send notices to us using the functionality for contacting esoq provided on the Site.

7.14 We may refuse service to anyone for any reason. The Merchant will bear the risk of credit card fraud (i.e., fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, as well as all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any of the Merchant's Products that are not fulfilled strictly in accordance with the order information and shipping information that esoq provides you. esoq reserves the right, at all times, to seek reimbursement from the Merchant if esoq, in its sole discretion, decide to reimburse the Buyer under the terms of the Site, provide a refund to Buyer if the Merchant cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer's credit card issuer for the amount of Buyer's purchase from the Merchant. We may obtain reimbursement of any amounts owed by the Merchant to esoq or us by deducting from future payments owed to the Merchant, reversing any credits to the Merchant’s Account, charging against gift certificates held in the Merchant’s GC Account (if any) that were purchased with Sales Proceeds, charging the Merchant’s credit card, or seeking such reimbursement from the Merchant by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.

7.15 We reserve the right, upon termination of this Agreement or the Merchant's use of the Services, to set off against any payments to be made to the Merchant, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to Buyers in connection with Your Transactions from the Merchant's Account for a prospective six (6) month period. At the end of such six (6) month period following termination, we will disburse to the Merchant any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to Buyers, or seek reimbursement from the Merchant via any of the means authorized for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to Buyers, as applicable.

7.15.1 Customers who wish to file a dispute for any purchase from the Merchant have twenty (20) days after receiving the Product in which to submit it, otherwise The Merchant will be paid by Procco for the Product sold.

7.15.2 The Merchant agrees that if a customer disputes a transaction, Procco is entitled to withhold the payment in question for a period of no longer than six (6) months while the transaction issue is being resolved.

7.15.3 At the time of dispute the Merchant should be able to provide within three (3) business days, all necessary documents and proof that can help resolve the dispute.

7.15.4 Charge back and dispute process are governed by the esoq Dispute Resolution Policy. The Merchant acknowledges that they have read and accepted the Dispute Resolution Policy in Annex A.

7.15.5 Dispute Cases that are filed against the Merchant will have a negative effect on the Merchant ranking system only if the dispute fault is from the Merchants side.

7.16 Sales Proceeds will be held in an account with Procco (a "Payment Account") and will represent an unsecured claim against Procco. Prior to disbursing funds to you, Procco may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable laws. You will not receive interest or any other earnings on any Sales Proceeds. To the extent required by applicable laws, Procco 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.

7.17 If there is no activity (as determined by us) in connection with your Payment 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 Payment Account open and maintaining the funds in your Payment Account. If you do not respond to our notice(s) within the time period we specify, we will send the funds in your Payment Account to your state of residency, as determined by us based on the information in your Payment Account.

8. esoq Reservation of Rights

8.1 esoq retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all Products in our sole discretion. 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 and/or cancel orders of your Products if we ask you to do so (provided that if you have transferred your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Participation Agreement) that has been charged for an order that we stop or cancel.

8.2 esoq reserves the right not to refund the Merchants for any fees paid through use of the Site, services, applications and tools in the following cases:

8.2.1 If you breach, in our opinion, the terms of this Agreement; or

8.2.2 If the materials you posted went live with exposure on the Site, services, applications or tools, even for a limited time, and that they benefited from the service associated with the paid fee.

9. Intellectual Property Rights

9.1 esoq is the owner or the licensee of all intellectual property rights in the Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

9.2 You may print off one (1) copy, and may download extracts, of any page(s) from the Site for your personal use and you may draw the attention of others within your organisation to content posted on the Site.

9.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

9.4 Our status (and that of any identified contributors) as the authors of content on the Site must always be acknowledged.

You must not use any part of the content on the Site for commercial purposes without obtaining a license to do so from us or our licensors. If you print off, copy or download any part of the Site in breach of these Terms of Use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

10. Your Transactions

10.1 For sales where a Merchant lists goods at a fixed price ("fixed price sales"), the Merchant is obligated to sell the Products at the listed price to Buyers that meet the Merchant's terms. By listing a Product in a fixed price sale, you represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.

10.2 For fixed price sales, the Merchant will determine the purchase price for each Product he or she lists on the

Site via and subject to esoq ’s standard functionality for listing the purchase price, provided that the

Merchant must abide by the same procedures and guidelines contained in the Site with respect to pricing.

11. Your Obligation

11.1 By entering into this Agreement and posting a listing for fixed price sale, you agree to complete the transaction as described by this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

12. Returns and Refunds

12.1 Subject to Clause 7.4, for all of your Products that are sold using the esoq service, you will accept and process returns, refunds and adjustments in accordance with your return policy which you have provided to be submitted on esoq , and we may inform customers that these policies apply to your Products. You will promptly provide refunds and adjustments that you are obligated to provide under your applicable return policy and as required by law, and in no case later than thirty (30) days after the obligation arises.

12.2 Subject to Clause 7.4, you will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to Buyers in connection with Your Transactions, using functionality we enable for your account, and will route all such payments through Procco. We will provide any such payments to the Buyers (which may be in the same payment form originally used to purchase your Product), and you will reimburse Procco for all amounts so paid. We may offset such payments against any amounts to be remitted or paid by Procco to the Merchant under this Agreement or seek reimbursement from the Merchant via any of the means authorized in Section 7.10.

12.3 You agree to post your returns policy on your account on the Site. We reserve the right to keep your account inactive until a returns policy is provided.

12.4 The Merchant’s return policy is separate from the dispute process, as outlined in Clauses 7 and 13.

13. Disputes

13.1 Because neither esoq nor Procco is the agent of the Merchant and is not the agent of the Buyer for any purpose, except as set out in Clause 7, neither esoq nor Procco will act as either party's agent in connection with resolving any disputes between participants related to or arising out of any Transaction. esoq urges Merchants and customers to cooperate with each other to resolve such disputes.

13.2 The Merchant is solely and legally responsible for incurring the cost of shipping and returning any returned Product from a customer when the Merchant is at fault. This includes, but is not limited to, cases where:

13.2.1 The Merchant sent the wrong Product;

13.2.2 The Merchant sent a Product which does not accurately reflect the Product information displayed on the Site; or

13.2.3 The Merchant sent a damaged Product.

13.3 Clause 12 also includes initial delivery charges where the Customer must be reimbursed for shipping.

13.4 We reserve the right to block the Merchant’s money in case of a dispute.

13.5 In the event of returns, the Merchant should accept or reject returns on esoq within forty-eight (48) hours of the return request.

14. Password Security

14.1 Your password may be used only to access the Site, use the Services, electronically sign 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) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.

15. Illegal Activity

15.1 Compliance with Laws

The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and the laws of the Kingdom of Bahrain. Fraudulent conduct may be reported to law enforcement, and esoq and Procco will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

15.2 Investigation

esoq and Procco have the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. esoq also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. esoq reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.

15.3 Disclosure of Information

esoq and Procco also reserve the right to report any activity that either of them suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect esoq's or Procco’s systems and customers, or to ensure the integrity and operation of esoq's or Procco’s business and systems, esoq or Procco may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

16. No Warranties

16.1 The Site and the Services are provided on an "as is" basis. Neither esoq nor Procco make any other representations or warranties of any kind, express or implied, including without limitation:

16.1.1 the implied warranties of merchantability, fitness for a particular purpose, title, and non- infringement;

16.1.2 that the Site or the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;

16.1.3 that the information, content, materials, or Products included on the Site will be as represented by Merchants, available for sale at the time of fixed price sale, lawful to sell, or that Merchants or Buyers will perform as promised;

16.1.4 any implied warranty arising from course of dealing or usage of trade; and

16.1.5 any obligation, liability, right, claim, or remedy in tort, whether or not arising from the negligence of esoq or Procco. To the full extent permissible under applicable law, esoq and Procco disclaim any and all such warranties.

17. General Release

Because esoq and Procco are not involved in Transactions between Buyers and Merchants or other participant dealings, if a dispute arises between one or more participants, each of you release esoq and Procco (and their respective 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.

18. Indemnity and Limitation of Liability

18.1 Indemnity and Defense

You will defend, indemnify and hold harmless esoq, Procco, and each of their affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; or (ii) your own website or other sales channels, the Products you sell, any content you provide, the advertisement, offer, sale or return of any Products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any Products you sell or content you provide. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

18.2 Limitation of Liability

Neither esoq nor Procco will be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with the Agreement, the Site, the Services, the Transaction Processing Service, the inability to use the Services or the Transaction Processing Service, or those resulting from any Products or services purchased or obtained or messages received or Transactions entered into through the Services.

18.3 We shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

18.3.1 your use of or your inability to use our Services;

18.3.2 pricing, postage or other guidance provided by the Site;

18.3.3 delays or disruptions in our Services;

18.3.4 viruses or other malicious software obtained by accessing, or linking to, our Services;

18.3.5 glitches, bugs, errors, or inaccuracies of any kind in our Services;

18.3.6 damage to your hardware device from the use of any of the Site’s Service;

18.3.7 the content, actions, or inactions of third parties, including Products listed using our Services or the destruction of allegedly fake Products;

18.3.8 damaged or faulty Products;

18.3.9 shipping companies exceeding their daily capacity for delivery;

18.3.10 Merchants publishing their contact information on the Site. Customer protection will be enforced only if all communication and transactions are done through esoq.

18.3.11 The illegal use of the Site internal wallet by any party;

18.3.12 a suspension or other action taken with respect to your account or breach of this Agreement;

18.3.13 your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this Agreement or our policies.

18.4 You accept sole responsibility for the legality of your actions under laws applying to you and the legality of any Products you list on the Site.

18.5 Although we use techniques that aim to verify the accuracy and truth of the information provided by our users, user verification on the internet is difficult. The Site cannot and does not confirm, and is not responsible for ensuring, the accuracy or truthfulness of users' purported identities or the validity of the information which they provide to us or post on the Site.

19. Governing Law

The laws of the Kingdom of Bahrain shall govern this Agreement.

20. Your Grant

By entering into this Agreement and listing a Product, 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 the content you submit to esoq, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site

and/or Products available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any Product specific information or materials) 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 Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to esoq, and that the use of such materials by esoq will not infringe upon or violate the rights of any third party.

21. Termination

21.1 esoq, in its sole discretion, may terminate this Agreement, access to the Site or the Services, or any current fixed price sales immediately without notice for any reason. esoq, in its sole discretion, also may prohibit any Merchant from listing Products for fixed price sales.

21.2 Without limiting other remedies, esoq may limit, suspend, or terminate your user account(s) and access to the Services, restrict or prohibit access to, and your activities on, the Services, remove or demote listings, delay or remove hosted content, remove any special status associated with the account, reduce or eliminate any discounts, and take technical and legal steps to keep you from using our Services if:

21.2.1 you are creating problems or possible legal liabilities;

21.2.2 you have any violations related to posting or selling Products not related to your commercial registration;

21.2.3 you have a certain amount of ongoing disputes with customers;

21.2.4 you sell Products on the Site with higher prices than your physical shop to avoid discount rates;

21.2.5 your esoq wallet becomes negative without refilling it;

21.2.6 you are infringing the rights of third parties;

21.2.7 you are acting inconsistently with the letter or spirit of this agreement or our policies or abuse our employees or users;

21.2.8 we are unable to verify or authenticate, despite our reasonable endeavours, any information you provide to us; or

21.2.9 you fail to make full payment of any fees due for our Services by your payment due date.

22. General Provisions

22.1 Entire Agreement

This Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

22.2 No Agency

Subject to the Clause 7, you and each of esoq and Procco are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of esoq, Procco, you, and relying Buyers or Merchants.

22.3 Severability

If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

22.4 No Waiver

Neither esoq nor Procco will be considered to have waived any of its rights or remedies described in this Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by esoq or Procco in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. esoq's or

Procco’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of either party's right to subsequently enforce such provision or any other provisions of this Agreement.

22.5 Force Majeure

esoq shall not be liable to the Merchant if it is unable to perform any obligation or provide the Services because of any factor outside esoq’s reasonable control, including (but not limited to) act of God, fire, extreme weather conditions, industrial action, default or failure of a third party, war, act of government state, terrorist acts, malicious damage, civil commotion, insurrection or embargo.

Annex A: Dispute Resolution Policy

Dispute Overview

Dispute occurs when one of your customers questions your charge with their bank or credit card company. Banks usually ask customers for a reason for the dispute.

Following the customer’s complaint, most banks tend to immediately side with the customer without additional investigation, and initiate a formal dispute. This can be pretty frustrating (and is a case of somewhat misaligned incentives), but there is a dispute resolution process, and in many cases you can prove that the charge was valid. BTC esoq will provide you with the dispute details, and we’ll then work with you to fight any disputes that you feel are unjustified.

Although we’ve developed tools and a knowledge base for fighting disputes, the best way to manage disputes is to prevent them from occurring in the first place.

Types of Disputes

All disputes you’ll face fall into one of the following categories:

Fraudulent

Unrecognized

Product not received

Product unacceptable

Credit not processed

Duplicate

Subscription canceled

General

For each type, there are best practices for how to respond and what kinds of evidence you should be prepared to provide.

Fraudulent

What it means : The owner of the card says that they didn’t authorize the charge. This is the most common reason for a dispute and can happen if the card was lost or stolen. It can also happen if the cardholder doesn’t recognize the charge as it appears on the billing statement from their bank.

Required to overturn dispute : Get the cardholder to withdraw the dispute by helping them identify the charge or prove to the bank that their cardholder did authorize the Transaction (this is the hardest type of dispute to win).

How to respond : First, try to get in touch with the cardholder. Sometimes people forget about the charges that they make. It’s also possible that someone they authorized to use the card–for instance, their spouse–made the charge and they were unaware of it at the time. If this is the case, ask them to let their bank know that they want to drop the dispute. Getting the cardholder to close the dispute from their end is by far the best way for you to make sure a dispute is resolved in your favor. If they agree to do this, you should still submit an evidence for the dispute. The evidence should include a statement that the cardholder said that they would withdraw the dispute (including the email if you corresponded by email), as well as the suggested fields below.

If you believe the charge was actually made using a stolen credit card, unfortunately you will need to accept the dispute. The credit card networks assign liability for accepting fraudulent online transactions to you, the business. However, if you believe the cardholder is mistaken or lying, you can attempt to prove this with the following information:

If a digital product or service was provided:

access_activity_log: Any server or activity logs showing proof that the cardholder accessed or downloaded the purchased digital product. This information should include IP addresses, corresponding timestamps, and any detailed recorded activity.

If an offline service was provided:

service_date: The date on which the cardholder received or began receiving the purchased service, in a clear human-readable format.

service_documentation: Documentation showing proof that a service was provided to the cardholder. This could include a copy of a signed contract, work order, or other form of written agreement.

If a physical product was shipped:

shipping_address: The address to which a physical product was shipped. You should try to include as much complete address information as possible. The shipping address should match a verified billing address to maximize your likelihood of winning the dispute.

shipping_date: The date on which a physical product began its route to the shipping address, in a clear human-readable format. This date should be prior to the date of the dispute.

shipping_carrier: The delivery service that shipped a physical product, such as Fedex, DHL, Aramex, etc. If multiple carriers were used for this purchase, please separate them with commas.

shipping_tracking_number: The tracking number for a physical product, obtained from the delivery service. If multiple tracking numbers were generated for this purchase, please separate them with commas. When we compile your evidence into a single document, these tracking numbers will be expanded to include detailed delivery information from the carrier.

shipping_documentation: Documentation showing proof that a product was shipped to the cardholder at the same address the cardholder provided to you. This could include a copy of the shipment receipt, shipping label, etc., and should show the full shipping address of the cardholder, if possible.

How to prevent it : Make sure your statement descriptor is easily recognizable to your customers (and reflects the URL they would associate with their purchase) so they can tell who charged them. Send receipts upon payment to remind your customers what they paid for. If you ship physical products, consider shipping only to addresses that match a verified billing address or reaching out to the customer before shipping to such addresses.

Unrecognized

What it means : The customer doesn’t recognize the charge appearing on their card statement.

Required to overturn dispute : As with fraudulent disputes, get your customer to withdraw the dispute by helping them identify the charge.

How to respond : Try to get in touch with your customer. Sometimes people forget about charges they make. It’s also possible that someone they authorized to use the card – for instance, their spouse – made the charge and they were unaware of it at the time. If this is the case, ask them to let their bank know that they want to drop the dispute. Getting your customer to close the dispute from their end is by far the best way for you to make sure a dispute is resolved in your favor. If they agree to do this, you should still submit evidence for the dispute. The evidence should include a statement that the cardholder said they would withdraw the dispute (including the email if you corresponded by email, included as customer_communication), as well as the evidence below. We recommend including product_description for all types of disputes, but you should include additional information about your business to help identify it to the cardholder.

If a digital product or service was provided:

access_activity_log: Any server or activity logs showing proof that the customer accessed or downloaded the purchased digital product. This information should include IP addresses, corresponding timestamps, and any detailed recorded activity.

If an offline service was provided:

service_date: The date on which the customer received or began receiving the purchased service, in a clear human-readable format.

service_documentation: Documentation showing proof that a service was provided to the customer. This could include a copy of a signed contract, work order, or other form of written agreement.

If a physical product was shipped:

shipping_address: The address to which a physical product was shipped. You should try to include as much complete address information as possible. The shipping address should match a verified billing address to maximize your likelihood of winning the dispute.

shipping_date: The date on which a physical product began its route to the shipping address, in a clear human-readable format. This date should be prior to the date of the dispute.

shipping_carrier: The delivery service that shipped a physical product. If multiple carriers were used for this purchase, please separate them with commas.

shipping_tracking_number: The tracking number for a physical product, obtained from the delivery service. If multiple tracking numbers were generated for this purchase, please separate them with commas. When we compile your evidence into a single document, these tracking numbers will be expanded to include detailed delivery information from the carrier.

shipping_documentation: Documentation showing proof that a product was shipped to the customer at the same address the customer provided to you. This could include a copy of the shipment receipt, shipping label, etc, and should show the full shipping address of the customer, if possible.

How to prevent it : Make sure your statement descriptor is easily recognizable to your customers (and reflects the URL they would associate with their purchase) so they can tell who charged them.

Product not received

What it means : The customer says they did not receive the products or services purchased.

Required to overturn dispute : Demonstrate that the customer received a physical product or offline service prior to the date the dispute was initiated , or made use of a digital product or online service prior to the date the dispute was initiated .

How to respond : First, get in touch with your customer. Understanding why they filed the dispute will be important for helping make sure your customer gets the product and will give you critical information to prevent this from happening to other customers. If you are able to resolve the issue with your customer, getting your customer to close the dispute from their end is by far the best way for you to make sure a dispute is resolved in your favor. If they agree to do this, you should still submit evidence for the dispute. The evidence should include a statement that the cardholder said they would withdraw the dispute (including the email if you corresponded by email), as well as the evidence below.

If a digital product or service was provided:

access_activity_log: Any server or activity logs showing proof that the customer accessed or downloaded the purchased digital product. This information should include IP addresses, corresponding timestamps, and any detailed recorded activity.

If an offline service was provided:

service_date: The date on which the customer received or began receiving the purchased service, in a clear human-readable format.

service_documentation: Documentation showing proof that a service was provided to the customer. This could include a copy of a signed contract, work order, or other form of written agreement.

If a physical product was shipped:

shipping_address: The address to which a physical product was shipped. You should try to include as much complete address information as possible. The shipping address should match a verified billing address to maximize your likelihood of winning the dispute.

shipping_date: The date on which a physical product began its route to the shipping address, in a clear human-readable format. This date should be prior to the date of the dispute.

shipping_carrier: The delivery service that shipped a physical product, such as Fedex, DHL, Aramex, etc. If multiple carriers were used for this purchase, please separate them with commas.

shipping_tracking_number: The tracking number for a physical product, obtained from the delivery service. If multiple tracking numbers were generated for this purchase, please separate them with commas. When we compile your evidence into a single document, these tracking numbers will be expanded to include detailed delivery information from the carrier.

shipping_documentation: Documentation showing proof that a product was shipped to the customer at the same address the customer provided to you. This could include a copy of the shipment receipt, shipping label, etc, and should show the full shipping address of the customer, if possible.

How to prevent it : For physical products, promptly ship products after collecting payment. Estimate shipping and delivery dates as accurately as you can, and communicate clearly with your customer. If shipping delays arise unexpectedly, keep your customer apprised. Save shipping labels, and for high value products considering requiring a signature upon receipt. For digital goods or services, maintain access logs or documentation that tie use back to the customer.

Product unacceptable

What it means : The product or service was received but was defective, damaged, or not as described.

Required to overturn dispute : Demonstrate that the product or service was delivered as described at the time of purchase.

How to respond : First, get in touch with your customer. If you understand why they’re dissatisfied, there is a chance for you to explain the misunderstanding or to make it right. If you’re able to resolve the issue with your customer, getting them to close the dispute from their end is by far the best way for you to make sure a dispute is resolved in your favor. If they agree to do this, you should still submit evidence for the dispute. The evidence should include a statement that the cardholder said they would withdraw the dispute (including the email if you corresponded by email), as well as the evidence below. If your customer made no attempt to return the product or cancel the service, or if you provided a replacement product or service, make sure to note that as well.

*product_description: A description of the product or service which was sold and any relevant detail on how this was presented to the customer at the time of purchase.

If a digital product or service was provided:

access_activity_log: Any server or activity logs showing proof that the customer accessed or downloaded the purchased digital product. This information should include IP addresses, corresponding timestamps, and any detailed recorded activity.

If an offline service was provided:

service_date: The date on which the customer received or began receiving the purchased service, in a clear human-readable format.

service_documentation: Documentation showing proof that a service was provided to the customer. This could include a copy of a signed contract, work order, or other form of written agreement.

If a physical product was shipped:

shipping_address: The address to which a physical product was shipped. You should try to include as much complete address information as possible. The shipping address should match a verified billing address to maximize your likelihood of winning the dispute.

shipping_date: The date on which a physical product began its route to the shipping address, in a clear human-readable format. This date should be prior to the date of the dispute.

shipping_carrier: The delivery service that shipped a physical product, such as Fedex, DHL, Aramex, etc. If multiple carriers were used for this purchase, please separate them with commas.

shipping_tracking_number: The tracking number for a physical product, obtained from the delivery service. If multiple tracking numbers were generated for this purchase, please separate them with commas. When we compile your evidence into a single document, these tracking numbers will be expanded to include detailed delivery information from the carrier.

shipping_documentation: Documentation showing proof that a product was shipped to the customer at the same address the customer provided to you. This could include a copy of the shipment receipt, shipping label, etc, and should show the full shipping address of the customer, if possible.

How to prevent it : Make sure your product descriptions are clear and accurate. If you’re shipping physical products, ensure that you pack and ship your products in a way that protects them from being damaged in transit. Respond promptly and accede to customer requests for replacements for defective or damaged products.

Credit not processed

What it means : The customer says that the purchased product was returned or the Transaction was otherwise canceled, but you have not yet refunded or credited the customer.

Required to overturn dispute : Demonstrate that you refunded your customer through other means or that your customer is not entitled to a refund.

How to respond : Get in touch with your customer. If you understand what their complaint is, there is a chance for you to explain the misunderstanding or to make it right. If you’re able to resolve the issue with your customer, getting them to close the dispute from their end is by far the best way for you to make sure a dispute is resolved in your favor. If they agree to do this, you should still submit evidence for the dispute. The evidence should include a statement that the cardholder said they would withdraw the dispute (including the email if you corresponded by email, included as customer_communication), as well as the evidence below.

Note that you cannot issue a refund once a charge is already disputed. If you believe that your customer was owed a refund that you did not provide, you can simply choose to not submit evidence which will guarantee that they get their money back.

If you do wish to respond, you should include:

refund_policy: Your refund policy, as shown to the customer.

refund_policy_disclosure: An explanation of how and when the customer was shown your refund policy prior to purchase.

refund_refusal_explanation: A justification for why the customer is not entitled to a refund.

How to prevent it : Have a clear return policy, and make it easy to find. Honor your return/refund policy by issuing refunds promptly.

Duplicate

What it means : The customer says you charged their card multiple times for the same product or service.

Required to overturn dispute : Demonstrate that each charge was for a separate product or service.

How to respond : Determine if your customer was incorrectly charged multiple times. If they were, you should accept the dispute, which you can do by not submitting evidence. It is not possible to issue a refund once a charge has already been disputed.

If there were two or more separate Transactions, get in touch with your customer. If you understand what their complaint is, there is a chance for you to explain the misunderstanding or to make it right. If you’re able to resolve the issue with your customer, getting them to close the dispute from their end is by far the best way for you to make sure a dispute is resolved in your favor. If they agree to do this, you should still submit evidence for the dispute. The evidence should include a statement that the cardholder said they would withdraw the dispute (including the email if you corresponded by email, included as customer_communication), as well as the evidence below.

Collect any and all information documenting that the two Transactions were separate. This might include copies of the sales receipts – if the receipts don’t include the Products purchased, be sure to include an itemized list. The receipts should clearly indicate that the two Transactions are not charges for the same Products. If you’ve been able to get in touch with the customer you should be sure to address any concerns they had in your evidence.

duplicate_charge_id: The esoq ID for the prior charge which appears to be a duplicate of the disputed charge.

duplicate_charge_explanation: An explanation of the difference between the disputed charge and the prior charge that appears to be a duplicate.

duplicate_charge_documentation: Documentation for the prior charge that can uniquely identify the charge. This document should be paired with a similar document from the disputed payment that proves the two payments are separate.

o If a physical product was shipped: Provide a shipping label or receipt for the disputed charge as shipping_documentation and a separate label or receipt for the other charge as duplicate_charge_documentation. If the products were shipped together, provide a packing list that shows both purchases.

o If a digital product or service was provided: Provide a receipt for the disputed charge as receipt and a separate receipt for the other charge as duplicate_charge_documentation.

o If an offline service was provided: Provide service documentation for the disputed charge as service_documentation and separate documentation for the other charge as duplicate_charge_documentation.

How to prevent it : Ensure your esoq integration can handle errors without double-charging. If a double charge does happen accidentally, refund the second charge right away and get in touch with your customer. Sending detailed receipts that explain each charge will also help prevent this type of dispute in the future.

Subscription canceled

What it means : The customer says that you continued to charge them after a subscription was canceled.

Required to overturn dispute : Demonstrate that the subscription was still active and that the customer was aware of, and did not follow, your cancellation procedure.

How to respond : First, get in touch with your customer. If you understand what they believe happened, there is a chance for you to explain the misunderstanding or to make it right. If you’re able to resolve the issue with your customer, getting them to close the dispute from their end is by far the best way for you to make sure a dispute is resolved in your favor. If they agree to do this, you should still submit evidence for the dispute. The evidence should include a statement that the cardholder said they would withdraw the dispute (including the email if you corresponded by email), as well as the evidence below;

cancellation_policy: Your subscription cancellation policy, as shown to the customer.

cancellation_policy_disclosure: An explanation of how and when the customer was shown your cancellation policy prior to purchase.

cancellation_rebuttal: A justification for why the customer’s subscription was not canceled.

customer_communication: (If available) a notification sent to the customer of a renewal or continuation of the subscription, or an acknowledgement from the customer of their continued use of the product or service after the date they claim they canceled the subscription.

If a digital product or service was provided:

access_activity_log: Any server or activity logs showing proof that the customer accessed or downloaded the purchased digital product after the date they claim they canceled the subscription . This information should include IP addresses, corresponding timestamps, and any detailed recorded activity.

How to prevent it : Promptly cancel subscriptions upon request, making sure to pass the cancellation along to esoq if you use esoq’s subscription functionality, and provide your customer with a confirmation of the cancellation. Make clear on your signup page that your customers are agreeing to a recurring charge and include information about whether or not you plan to notify the customer before each recurring charge. Make sure cancellation procedures are clearly communicated to your customers.

General

What it means : This is an uncategorized dispute. Since these are most commonly fraudulent , we recommend following the suggestion listed for that type.

Annex B: Selling on esoq Fee Schedule

Rate Card for esoq esoq deducts a percentage of the sales or Merchant Listing Fee (Merchant Listing Fee Rate + MLF Per Item Fee)
Merchant Listing Fee Payable to esoq Applicable Minimum Per Item Fee (applied on a per-item basis unless otherwise noted)
Automotive 10% BD0.500

Beauty

15%

BD0.500

Boats & Marine Accessories

12%

BD0.500

Books

15%

BD0.500

Cameras and Accessories

10%

BD0.500

Children’s Fashion & Accessories

15%

BD0.500

Fashion & Accessories

10%

BD0.500

Consumer Electronics

5%

BD0.500

Collectibles

10%

BD0.500

Computer Software/Games

15%

BD0.500

Electronics

10%

BD0.500

Electronics Accessories

8%

BD0.500

Entertainment

20%

BD0.500

Furniture & Decor

10%

BD0.500

Health & Personal Care

10%

BD0.500

Animal Care

10%

BD0.500

Independent Design

25%

BD0.500

Jewelry

25%

BD1.000

Kitchen

10%

BD0.500

Luggage & Travel

10%

BD0.500

Major Appliances

10%

BD0.500

Mobile Phones

5%

BD0.500

Music

10%

BD0.500

Musical Instruments

10%

BD0.500

Office and School Supplies

10%

BD0.500

Outdoors

10%

BD0.500

Party needs

10%

BD0.500

Shoes, Handbags, Sunglasses

15%

BD0.500

Sports

15%

BD0.500

Garden Tools & DIY

12%

BD0.500

Toys & Games

15%

BD0.500

Video & DVD

10%

BD0.500

Video Game Consoles

8%

BD0.500

Watches

15%

BD1.000

Everything Else

15%

BD0.500