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Terms & Conditions

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SHOP MUNDO E-COMMERCE SERVICES AGREEMENT

This E-commerce services agreement contains the terms and conditions that govern your use of and access to the Shop Mundo E- Commerce Services through an account and is an agreement between you as an individual or as an authorized representative of a business ("you") and Shop Mundo Inc.

By registering for using Shop Mundo E- Commerce Services, you (for yourself or as an authorized representative of a business) agree to be bound by this agreement, including the service terms for each of the services you register for use in connection with the Shop Mundo website.

A. SHOP MUNDO GENERAL TERMS AND CONDITIONS

In this Agreement "Shop Mundo"or "we" and "us" means Shop Mundo, Inc. or the Shop Mundo company named in the corresponding Service Terms and "you" means the prospective user, if registering as an individual or as the authorized representative of a business.

Capitalized terms shall be defined pursuant to the Definitions below. If there is a conflict between the General Terms and Conditions and other Service Terms, the Service Terms will govern.

1. Registration

To use the Services you must complete the registration process for one or more of the Services by providing us with your individual or business legal name, proof of legal age and/or authorizations to represent a company, valid Tax Payer Identification Number ("RNC" for its Spanish acronym) or Dominican Identity Card Number, exact address, phone number and e-mail address.  We may cease providing the Services to you at any time in our sole discretion and without notice.

2. Password Security  

You are solely responsible for keeping the safety and security of your password and may not disclose your password to any third party, except those authorized by you to use your account or the Shop Mundo Site in compliance with this Agreement. You are solely responsible for any use or action made with or under your password and must immediately change your password in case that it becomes compromised. Shop Mundo provides a password for use only during the Term to access the Shop Mundo Site, use the Services, accept Your Operations, and review Your Operations completed.  

3. Service Fees

You are responsible for all Service Fees detailed in the applicable Service Terms, as well as your expenses related to this Services Agreement, unless this Services Agreement or the applicable Service Terms provide otherwise. All payments to you will be made pursuant to the Terms and Conditions of Selling on Shop Mundo User Agreement.

4. License

By virtue of this Agreement you grant Shop Mundo and its related and affiliated companies a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, right and license,  to use, reproduce, distribute, display, adapt, modify, create and exploit derivative works, and to commercially or non-commercially exploit in any manner, Your Tools, and to sublicense such rights to our affiliates and to the Shop Mundo Property;

Nevertheless, Shop Mundo and its related and affiliated companies shall not alter Your Intellectual Property from the form provided to us, except to re-size trademarks as may be necessary for presentation; in under the understanding that nothing in this Services Agreement will prevent, keep from or impair Shop Mundo's right to use Your Tools without your consent as long as such use is permitted  without a license from you or your affiliates under applicable law.

5. Services Agreement Term and Termination

This Services Agreement Term will begin on the date of completion of registration for use of a Service and continue until it is terminated by us or you as established below. 

You may terminate this Services Agreement or Service by the means specified by Shop Mundo.  We may terminate or suspend this Services Agreement or Service immediately by notice to you for any reason at any time. 

Termination or suspension of Service Agreement will not terminate or suspend other Services unless explicitly provided.  Upon termination, the parties rights and obligations  will terminate, except for those contained in Sections 2 (Service Fees), 3 (Services Agreement Term and Termination), 4 (License), 5 (Representations), 6 (Indemnification), 7 (Disclaimer), 8 (Limitation of Liability), 9 (Tax Matters), 10 (Confidentiality), 13 (Non-application of Law 173 of April 6th of 1966), 15 (Use of Shop Mundo Transaction Data), 16(Suggestions and Other Data)and 18 to 27 (General Provisions)all of which will survive termination or suspension, including any terms that explicitly survive termination or suspension under the applicable Service Terms.

6. Tax Matters

You are responsible for collecting and paying all of Your Taxes and filing all tax returns, such as ITBIS (which works similar as the Value Added Tax [VAT]), issuing invoices with ITBIS, and credit notes when required. Shop Mundo is not responsible for collecting, forwarding or reporting any ITBIS or other taxes arising from Product or Services sales.  Unless explicitly provided, all fees payable by you under this E-commerce Services Agreement are exclusive of all sales, use, value added, selective consumption and similar taxes, and you will pay all taxes, imposts and charges made  payable on such amounts. If Shop Mundo is required under law, regulation or mandate to collect any sales, use, value added, or similar taxes from you, you will pay such taxes to us.

7. Indemnification

You shall indemnify, defend and hold us harmless (as well as our subsidiaries, affiliates, and the shareholders, directors, officers, employees and agents of each of the foregoing) from all losses, costs, expenses, damages, claims, penalties or other liability, including, without limitation, attorneys' fees (each, a “Claim”) arising from or related to: (a) your breach of obligations in this Services Agreement, whether actual or alleged; (b) Your Products (including the offer, sale, fulfillment, refund, cancellation, return or adjustments thereof), Your Tools, any violation, breach or infringement of Intellectual Property Rights, whether actual or alleged, and any personal injury, death or property damage related thereto whether actual or alleged, any sales channels, online or offline business owned or operated by you, whether actual or alleged; or (c) Your Taxes, collection, payment or failure to collect or pay Your Taxes.  You will use attorneys reasonably satisfactory to us to defend each indemnified Claim. We may, if permitted under law, take control of the defense at our expense, if we determine that any indemnified Claim might adversely affect us. You may not enter into any settlement of a Claim or consent to the entry of any judgment without our prior written consent, which may not be unreasonably withheld. 

8. Disclaimer

The Shop Mundo Site and the Services, are provided “as-is.”, this also includes all content, information, software, functions, tools and materials made available on or provided in connection with the Services.  Your use of the Shop Mundo sites, services, online portals, or tools provided by Shop Mundo as a user of the services is at your own risk.  To the extent permitted under law, Shop Mundo and its related and affiliated companies disclaim: (1) any representations or warranties, regarding this agreement, the services or the transactions or operations contemplated hereby; (2) implied warranties arising out of course of dealing, performance or trade usage; (3) implied warranties of merchantability, fitness for a particular purpose or non-infringement; and (4) any obligation, liability, right, claim or remedy in tort or damages, whether or not arising from our negligence.  Shop Mundo and its related and affiliated companies do not warrant that the features included in the Shop Mundo sites or the services will meet needs, comply with your requisites be available, error free, in a timely, secure, uninterrupted fashion and Shop Mundo and its related and affiliated companies will not be liable for service interruptions, including, but not limited to system failures that may affect the receipt, acceptance, processing, and completion of orders or transactions.

If litigation arises between customers and sellers or other types of orders or transactions, each participant will release Shop Mundo (as well as our subsidiaries, affiliates, and the shareholders, directors, officers, employees and agents of each of the foregoing) from claims, demands, and damages (actual and consequential) of every kind and nature, arising out of or in any way connected with such litigation.

9. Limitation of Liability

Shop Mundo will not be liable (whether in tort, warranty, contract, delict or cuasi delict, including any type of civil responsibility, negligence, product liability or other damages or right of recovery theory) to you or any other person (I) for indirect damages such as cost of cover or recovery of any investments made by you or your affiliates in connection with this agreement; (II) or for any loss of profit, business, revenue, clients or data or damages (whether punitive or consequential) arising out of or relating to this agreement, even if we have been advised of the possibility of such costs or damages. Further, except in case of willful misconduct or gross negligence, our aggregate liability related to this agreement will not exceed the total amounts paid by you to Shop Mundoduring the prior six month period for the particular service from where the claim originates.

10. Representations

You represent and warrant that:  (a) you are an individual or legal age in full capacity to contract or business entity duly organized and existing and in good standing under the laws of the country or State where your business is registered; (b) you have all legal powers and sufficient authority to execute this Services Agreement, perform the obligations and grant the rights, licenses and authorizations granted hereunder; (c) all information provided by you or your affiliates to Shop Mundo or its affiliates is accurate and complete, and will be updated promptly to ensure it is always accurate and complete, and (d) you and all of your affiliates, subcontractors, agents, employees and suppliers will comply with all applicable Laws while performing under this Services Agreement.

11. Confidentiality

During your use of the Services, you may receive data related to us or to the Services including, but not limited to Shop Mundo Transaction Data, that is not known to the general public and considered “Confidential Information”.  You agree that all Confidential Information: (a) will remain Shop Mundo’s exclusive property; (b) will only be used by you and your affiliates as is strictly necessary for your participation in the Services; (c) will not be disclosed directly or indirectly (including you, your affiliates or through a third party) to any individual, company, or other third party; (d) will be protected through all reasonable measures to against any use or disclosure that is not explicitly permitted in this Services Agreement.  To this end, it is understood that you shall not use our name, trademarks or logo (including in promotional material) without our advance written permission make any public statement or issue any press release related to the Services.

12. Independent Contractor Relationship

You and Shop Mundo acknowledges and agrees that its relationship, and that of its personnel, is one of independent contractors, and nothing in this Services Agreement will be construed to create a joint venture, employment relationship, partnership, agency, distributor, franchise or sales representative, between the parties. You shall have no right, power or authority to make or accept any offers or representations on our behalf.  You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.  You are responsible for complying with all obligations, payments and contributions associated with your employees, agents, contractors, representatives and the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use.

13. Use of Shop Mundo Transaction Data

You or your affiliates shall not directly or indirectly use any  Shop Mundo Transaction Data(1) for any marketing or promotional purposes inconsistent with Shop Mundo privacy policies or applicable Law; (2) disclose or transfer any Shop Mundo Transaction Data, unless it is exclusively done to enable you or the recipient of the information to allow you to perform the obligations under this Services Agreement ; (3) contact Shop Mundo site user or a Person that has ordered Your Product to collect any amounts, influence such Person to make an alternative purchase, harass such Person or denigrate Shop Mundo or its affiliates products and services.

You may only use resources, systems, tools, venues and methods that Shop Mundo provides in order to contact Shop Mundo site user or a Person that has ordered Your Product regarding Your Operations, including the scheduling or cancellation of delivery or fulfillment of Your Products.

14. Right to Stop Operations and Services

Shop Mundo retains the right to immediately stop any operation, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable policies.

15. No Third Party Beneficiaries

Nothing expressed or implied from this Services Agreement is intended or will 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 Services Agreement. This Services Agreement and all of the representations, warranties, covenants, conditions, and provisions of this Services Agreement are intended to be and are for the sole and exclusive benefit of   Shop Mundo, you, and relying customers or sellers.

16. Suggestions and Other Data

If you or your affiliates choose to provide or make comments, suggestions, improvements, ideas, feedback, surveys, tools or materials in connection to any Shop Mundo Site or Service, Shop Mundomay freely use, disclose, reproduce, transfer, modify, distribute, license, and exploit such data, tools or materials in any manner.  Shop Mundo may access and disclose the data or information  necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content to cooperate with governmental requests, protect our systems and customers and ensure the integrity and operation of our business and systems,.

17. Non-application of Law 173 of April 6th of 1966

This Services Agreement will not create an exclusive business, commercial agency, distribution, franchise or any other relationship of any type between you and us. You and us state, acknowledge and accept that this Service Terms and the respective rights and obligations of the parties under the same, are excluded from the application of Law 173, o April 6th of 1966, regarding Protection to Agents Importers of Merchandise and Products, and its amendments up to date.

18. Amendments

This Services Agreement incorporates and you hereby accept the applicable Service Terms, which Shop Mundo may modify from time to time. Shop Mundo may amend any of the terms and conditions contained in this Service Terms at any time and at our sole discretion.  Any changes will be effective upon the posting of such changes on the applicable Shop Mundo Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices.  All notice of changes to the Services Agreement will be posted for at least 30 days. You should refer regularly to the Shop Mundo Site to understand the current Services Agreement and to be sure that the items you offer for sale can be sold via the applicable Service. Your continued use of a service after Shop Mundo's posting of any changes will constitute your acceptance of such changes or modifications.

19. Force Majeure.

Shop Mundo will not be liable for any impossibility, delay or failure to perform obligations under this Agreement by unforeseen events, acts, causes, effects or matters beyond our reasonable control.

20. Governing Law

The laws of the Dominican Republic govern this Services Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any dispute relating to your use of the Services or this Services Agreement may be adjudicated in the courts of the district of the City of Santo Domingo.

21. No Assignment

You may not assign this Services Agreement, by operation of law or otherwise, without our prior written consent.  Subject to that restriction, this Services Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. 

22. No Waiver

Shop Mundo may perform obligations or exercise rights under this Services Agreement through one or more affiliates. Failure to enforce your strict performance of any provision of this Services Agreement will not constitute a waiver of Shop Mundo’s right to enforce such provision or any other provision of this Services Agreement in the future.

23. Language

The authentic language of this Services Agreement and supplementary documentation is Spanish and any translations provided are for convenience only. In the event of conflict in interpretation between the Spanish language version of this Services Agreement and supplementary documentation and any translation of them, the Spanish language version and interpretation will prevail. 

24. Notices

All notices and other communications regarding this Services Agreement will be sent by Shop Mundo to you at the selected e-mail addresses for notifications and updates made during your application for registration, existing in your profile or as specified by Shop Mundo. Shop Mundo may communicate with you by E-mail and in other media in connection with your sales, listings, and Services, and you consent to such communications regardless of any E-mail preferences or similar requests you may have indicated during your application for registration in the  Shop Mundo Site, or by any other means. You shall promptly update your e-mail addresses, legal name, address and phone number to ensure that they are accurate.  Except where applicable law requires a legal process server, all other notices and communications to Shop Mundo shall be sent using the applicable contact us form.

25. Severability

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

26. Entire Agreement

This Agreement represents the entire agreement between the parties with respect to the Services and its related terms and conditions and supersedes any previous or current verbal or written agreements, course of dealings and prior understandings.

27. Definitions

The following terms, as used in this Agreement shall have the following meanings:

"Shop Mundo Property" means any online website, device, service, feature, or other web point of presence, other than a Shop Mundo Site, through which any Shop Mundo Site, any Web site, and/or products or services available on any of them, are syndicated, offered, merchandised, advertised or described.

"Shop Mundo Site" means that website, the primary home page identified by the URL www.shopmundo.com  and any successor or replacement website.

"Shop Mundo Transaction Data" means, collectively, Order Data, and any other data or information acquired by you or your affiliates from Shop Mundo or its affiliates, or as a result of the Services Agreement, the purchases or transactions or the parties' performance hereunder.

"Excluded Products" means the products or items included in the list of excluded products for the Shop Mundo Site;

"Industrial Property Right" means any trademark, domain name, copyright, moral right, patent, trade secret right or any other intellectual property right arising under any Laws and all related rights, including all registration and renewal rights, causes of action for violation, infringement ormis appropriation of any of the foregoing.

"Law" means any law, regulation, rule, order, judgment, decision, license, authorization, permit or other requirement current or future of any government or authority of competent jurisdiction.

"Local Currency" means the legal currency of the Dominican Republic or its equivalent to Dollars of the United States of America.

"Order Data" means, with respect to any of Your Products sold through a Shop Mundo Site, the order data or shipping information that Shop Mundo provides or makes available to you.

"Person" designates the individual, business, person, company, alliance, enterprise, limited liability company, corporation, partnership, government institution, agency, association, nonprofit, joint venture, division or other recognized entity whether it exists or not as an independent legal entity.

"Purchase Price" means the total gross amount payable or paid by a buyer for Your Product (including taxes and customs duties).

"Sales Payments" means the gross sales payments made by buyers via the Shop Mundo Site during  any of Your Operations, including the Purchase Price, all handling, gift wrap and other charges, any taxes and customs duties.

"Service(s)" means each of the services that Shop Mundo makes available on one or more of the Shop Mundo Sites.

"Service Terms" means the service terms specific to each Service part of this Services Agreement on the date you register for or use the corresponding Service and subsequent modifications Shop Mundo is permitted to make to those terms.

"Trademark" means any legally protected or protectable trademark, service mark, trade names, other proprietary logos, trade dress, look and feel, or other intellectual property, creations or sources that identify a business, as well as their products and services.

"Your Tools" means Your Intellectual Property, Your Product information, technology, content, data, tools, materials, and other items or information provided or made available by you or your affiliates to  Shop Mundo or its affiliates.

"Your Intellectual Property" means Intellectual Property or trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information, tools or materials.

"Your Product(s)" means any product made available for listing, for sale, offered for sale or sold by you through the Shop Mundo Service.

"Your Sales Channels" means all listing, sales and purchase channels, media, venues and other virtual means through which you or your affiliates offer or sell products, other than physical stores.

"Your Taxes" means any Tax on the Transfer of Industrialized Goods and Services (ITBIS), sales taxes, value added tax (VAT), excise tax, assets tax, gross income tax, import tax, export tax, income tax, and other taxes, imposts, rights and duties assessed, incurred or required to be collected or paid as a result of Your Operations or for any other reason.

"Your Operation(s)" means any sale or purchase of Your Product(s) through a Shop Mundo Site or any Web Site.

 

B. SELLING ON SHOP MUNDO SERVICE TERMS & CONDITIONS

Selling through Shop Mundo ("Selling on Shop Mundo") is a Service that allows you to list certain products for sale via the Shop MundoWeb Site. Selling on Shop Mundo is operated by Shop MundoInc. 

These Selling on Shop Mundo Terms and Conditions are part of the Shop Mundo E-Commerce Services Agreement ("Services Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Shop Mundo.  By registering for or using selling on Shop Mundo, you (on behalf of yourself or the business you represent) agree to be bound by the Services Agreement and these selling on Shop Mundo Service Terms and Conditions. Unless defined in these selling on Shop Mundo Service Terms and Conditions (including the Selling On Shop Mundo Definitions), all capitalized terms have the meanings given them in the Services Agreement. 

The payment Terms and Conditions of Selling on Shop Mundo User Agreement between you and Shop Mundo will govern the payment processing service provided to you in connection with Your Operations through the selling on Shop Mundo service which you register for or use in connection with a particular Shop Mundo Site.

1. Your Product Listings and Orders

1.1 Products and Product Information.  You shall provide all Shop Mundo required product information for each product that you request to be listed for sale through the Shop Mundo Site and update to ensure it is always accurate and complete. Your Products listed on the Shop Mundo Web Site, will include the city, state and country of their location. You are responsible for ensuring that Your Tools and Your Products, including labeling and packaging, comply with all applicable Laws on safety, health, security, environmental, consumer advertising and labeling. Excluded Products may not be included for sale, advertisement or information in the Shop Mundo Web Site.

1.2 Product Listings; Merchandising; Order Processing. Your Products will be listed on the Shop Mundo Web Site on their launch date, Shop Mundo will list Your Products for sale on a particular Shop Mundo Site on the applicable Selling on Shop Mundo offer date and conduct merchandising and promote Your Products as determined by us (including via the Shop Mundo Property or any other functions, features, advertising, or programs on or in connection with the applicable Shop Mundo Site). Shop Mundo may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller and Shop Mundo may make these ratings and feedback publicly available. Shop Mundo will provide Order Data to you for each of Your Operations.

1.3 Handling Charges and Shipping. For those of Your Products sold on or through a Shop Mundo Site you will be responsible for all handling charges, if applicable, via and subject to our standard functionality and categorizations for the Shop Mundo Site.

You will not be responsible for shipping services and/or charges. If the shipping services are required by the purchaser of your Product, Shop Mundo shall serve, on your behalf, as intermediary for the payment of the shipping services made by the purchaser of Your Product to a third party shipping service company, previously appointed by Shop Mundo for Your Operation. You will be responsible for the delivery of Your Product to such shipping service company, or to the purchaser, upon notice of Order Data.

1.4 Credit Card Fraud.  Shop Mundo may in our sole discretion withhold for investigation, refuse to process, restrict delivery for, stop and/or cancel any of Your Operations.  You will stop and/or cancel orders of Your Products if Shop Mundo ask you to do so. 

2. Sale and Fulfilment, Refunds and Returns 

2.1 Sale and Fulfilment. If you use the fulfillment service by Shop Mundo, for the Shop Mundo Site for which you register or use the Selling on Shop Mundo Service, you will: (a) source, sell, fulfill, ship and deliver Your Products and source and sell Your Products that are fulfilled using Fulfillment by Shop Mundo, in each case in accordance with the terms of the applicable Order Data, these Service Terms, and all terms provided by you and displayed on the applicable  Shop Mundo Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its estimated ship date; (c) retrieve Order Data at least once each business day; (d) not cancel any of Your Operations except as may be permitted pursuant to your terms and conditions appearing on the applicable Shop Mundo Site at the time of the applicable order (which terms and conditions will be in accordance with the Services  Agreement; (e) ship and fulfill Your Products throughout the country; (f) provide to Shop Mundo information regarding shipment, fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and Shop Mundo may make any of this information publicly available; (g) comply with all sale exit date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products and services made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products, and, if applicable, any tax invoices; (j) identify yourself as the seller of the product on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) except as set forth in Section 14, not send customers emails confirming orders, shipments or fulfillment of Your Products. 

2.2 Cancellations, Returns and Refunds. You will accept and process cancellations, returns, refunds and adjustments in accordance with these Service Terms and Conditions and Shop Mundo's refund policies for the applicable Shop Mundo Site published at the time of the applicable order. You will determine and calculate the amount of all refunds and adjustments (including any taxes,  and handling or other charges) or other amounts to be paid by you to customers in connection with Your Operations, however, in no event after the thirty (30) day calendar period after the obligation occurred.

3. Problems with Your Products 

3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for any non-performance, non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud; or (b) our failure to make available to you Order Data as it was received by us or resulting from address verification. 

You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products or other products provided in connection with Your Products.  You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products or other products provided in connection with Your Products.   

3.2 Guarantee.  If Shop Mundo informs you that Shop Mundo has received a claim under the guarantee offered on a particular Shop Mundo Site or any other dispute (other than a chargeback), concerning one of Your Operations, you will deliver to us within seven (7) days after request by us:  (a) proof of delivery or fulfillment of Your Product(s) (as applicable); (b) the applicable  Shop Mundo order identification number; (c) a description of Your Product(s) (as applicable); and (d) any terms provided by you and displayed on the applicable Shop Mundo Site at the time of the transaction in question.   If you fail to comply with the prior sentence, or if the claim or dispute is not caused by: (i) credit card fraud; or (ii) our failure to make your Order Data available as the same was received by us or resulting from address verification, then you will promptly reimburse the amount of the customer purchase (including the Purchase Price and all taxes), but excluding any Commission(as defined in Section 5) retained and not subject to refund by Shop Mundo) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us.

4. Parity with Your Sales Channels

Subject to this Section 4, you are free to determine which of Your Products you wish to list for sale on a particular Shop Mundo Site.  You will maintain parity between the products you offer through Your Sales Channels and the products you list on any   Shop Mundo Site by ensuring that at the Selling on   Shop Mundo Launch Date for any Shop Mundo Site and thereafter:  (a) customer service for Your Products Site is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered in connection with any of Your Sales Channels (this requirement does not apply to customer service for payment-related issues on Your Operations); and (b) the content, product and service information and other information under Section 1.1 regarding Your Products that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels.  If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section 2.2.

5. Compensation

You hereby irrevocably authorize us to deduct from the price that you establish for the sale of your Products, received by Shop Mundo from the customers: (a) the applicable Commission plus the Tax on the Transfer of Industrialized Goods and Services applicable to said Commission or any other tax that may apply thereto; (b) any applicable variable closing fee; and (c) any non-refundable Selling on Shop Mundo Registration Subscription Fee.

"Selling on Shop Mundo Registration Fee” means the fee specified as such on the applicable   Shop Mundo Site at the time such fee is payable. With respect to each of Your Operations: (x) “Sales Proceeds” has the meaning set out in the Services Agreement; (y) Variable Closing Feemeans the applicable fee, if any, as specified on the applicable Shop Mundo Site and (z) “Commission” means the applicable percentage of the Sales Proceeds from Your Operation through the applicable Shop Mundo Site specified on the Shop Mundo Site at the time of Your Operation, based on the categorization by Shop Mundo of the type of product that is the subject of Your Operation. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed in the Local Currency, and all payments contemplated by this Services Agreement will be charged in the Local Currency. 

6. Control of Site.

Notwithstanding any provision of this Services Agreement, Shop Mundo will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the  Shop Mundo Web Site and the Selling on Shop Mundo Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, any   Shop Mundo Site and the Selling on   Shop Mundo Service and any element, aspect, portion or feature thereof (including any product listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list any or all products on any or all   Shop Mundo Web Site in our sole discretion. 

7. Effect of Termination

Upon termination of these Selling on Shop Mundo Service Terms in connection with a particular   Shop Mundo Site, all rights and obligations of the Parties under these Service Terms with regard to such Shop Mundo Site will be extinguished, except that the rights and obligations of the Parties with respect to Your Operations occurring during the Term will survive the termination or expiration of the Term.

8. Tax Matters

In addition to the General Terms, you agree that, unless otherwise agreed by Shop Mundo in advance in writing, the price stated by you for Your Products is inclusive of any ITBIS or VAT, customs duty, excise tax or other tax that you may be required to remit in connection with such sale.

Without prejudice to the generality of the foregoing:

You hereby give the following warranties and representations, namely: (i) that the fiscal registration number you submit to  Shop Mundo belongs to you or the business you operate, and that business is established in the Dominican Republic; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the fiscal registration number you submit to Shop Mundo; and (iii) that the fiscal registration number and all other information provided by you is true, accurate and current, and you will immediately update any such information held by Shop Mundo in case of any changes.

(b) Shop Mundo reserves the right to request additional information and to confirm the validity of any seller account information (including without limitation your fiscal registration number) from you or government authorities and agencies as permitted by law and you hereby irrevocably authorize us to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to us upon request.

(c) Shop Mundo reserves the right to charge you any applicable unbilled ITBIS or VAT if you provide a fiscal registration number or evidence of being in business that is determined to be invalid. You agree to accept electronic invoices in a format and method of delivery as determined by us.