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Pazimba Marketplace Seller Agreement

This, agreement, known as Pazimba Marketplace Sellers Agreement (hereinafter abbreviated as as MSA) , governs your use of the Seller’s Marketplace to post items for sale and governs all other related uses of the Seller’s Marketplace by you. PLEASE READ THIS MSA CAREFULLY. YOU MUST AGREE TO THESE TERMS IN ORDER TO ACCESS AND USE THE MARKETPLACE. IF YOU AGREE TO THESE TERMS, PLEASE CLICK ON THE "I HAVE READ, UNDERSTAND, AND AGREE TO THIS MARKETPLACE SELLER AGREEMENT" UNDER YOUR SELLER ACCOUNT SETTINGS AND THEN PROCEED WITH YOUR USE OF THE MARKETPLACE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE MARKETPLACE.

Pazimba.com reserves the right to change any of the terms and conditions contained in this MSA or any policies or rules governing the Marketplace at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Marketplace Seller Agreement or such policies and rules on the Pazimba.com site. Material changes to the Marketplace Seller Agreement may be done without notice, and you are solely responsible for reviewing any such notice and the corresponding changes to the MSA. YOUR CONTINUED USE OF THE MARKETPLACE FOLLOWING ANY SUCH REVISIONS TO THE MARKETPLACE SELLER AGREEMENT OR SUCH POLICIES AND RULES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY SUCH CHANGES, DO NOT CONTINUE TO USE THE MARKETPLACE AND ASSOCIATED SERVICES

Agreement to Pazimba.com's Terms of Use and Privacy Policy. The terms of this MSA are in addition to and supplement Pazimba.com's Terms of Use and Privacy Policy. By clicking to enter this MSA, you also affirm your agreement to abide by Pazimba.com's Terms of Use and Privacy Policy.

Seller Eligibility. You must be 18 years or older to use the Pazimba Sellers Marketplace and must be able to lawfully enter into and form contracts under applicable law. You must be a Zimbabwean citizen or legal entity formed under the laws of the Zimbabwe. Prior to making listings in the Marketplace, you must set up a seller's account with Pazimba.com. In setting up this account, you must provide your real name, current address, phone number, email address, valid credit card information or bank account debit card or e-wallet information. You authorize Pazimba.com to verify the accuracy of your information and to perform credit or background checks as it desires. Pazimba.com may deny or terminate a seller account to any person for any reason.

Purpose and Use of the Marketplace. Pazimba.com provides the Marketplace solely as a location for buyers to locate and purchase new and used products from sellers like you that are independent of Pazimba.com. When buyers make a purchase from you through the Marketplace, they are purchasing the product from you and not from Pazimba.com. You agree that Pazimba.com is not an agent for you or for the buyer and has no authority to act on your or on a buyer's behalf. Because Pazimba.com is not involved in the transaction between you and buyers, Pazimba.com has no control over the buyers who make purchases or the ability of buyers to pay for items they may purchase from you. Pazimba.com has no responsibility to ensure that a buyer completes a transaction with you or makes final payment to you. You agree and represent and warrant that your use of the Marketplace will comply with applicable laws, ordinances and regulations. At any time, Pazimba.com may terminate this MSA and may halt any pending listings or sales at any time without notice to you.

Payment. When you sell an item to a buyer through a listing on the Marketplace, the buyer may authorize payment to you through the buyer's Pazimba.com My Account. Though payment may be authorized by a buyer through a buyer's My Account, Pazimba.com is not the purchaser of the item and any dispute with the buyer must be resolved by you directly with the buyer. When a buyer places an order with you through the Marketplace, Pazimba.com will authorize the applicable credit card or other form of payment for the entire order amount through the payment gateway. After Pazimba.com receives verifiable shipment information for a product included in such order, Pazimba.com will charge the credit card of the buyer for the amount associated with such shipped product. Commission fees and other amounts owed to Pazimba.com will in Pazimba.com's sole discretion either be charged directly to Seller's credit card or account on file or deducted from the amounts received by buyers for the purchase of seller's goods and or services through the Marketplace (such resulting amount, "Seller Payment"), and Pazimba.com shall have no obligation to make any Seller Payment to seller with respect to any purchase made by a buyer, unless and until Pazimba.com actually receives payment from such buyer. On the 15th and 30th of each calendar month (if these days fall on a working day), Pazimba.com shall pay to you the owed Seller Payment associated with amounts received by Pazimba.com from purchases previously made from and fulfilled by you through the Marketplace, minus the fees due to Pazimba. Seller Payments shall be made to the Zimbabwean bank account that you designate to receive payment or in such other manner selected by Pazimba.com such as by paper check (a fee per check fee may apply). Pazimba.com may set transaction limits on any seller and will not be liable to seller for blocking or otherwise refusing to proceed with any transaction. Pazimba.com also reserves the right to withhold the payment of funds to you or to return funds to the buyer if we are currently investigating any claim or any suspected or alleged wrongful conduct by you or any violation of this MSA, and you agree that Pazimba.com will not be liable to you for any such amounts. Upon any termination or suspension of your account, Pazimba.com may hold all Seller Payments for 90 days to allow for any Marketplace  Claims and for the settlement of all amounts owed to Pazimba.com.

Information and Content Provided by Sellers. You agree and warrant that any product description you provide in the Marketplace and any other information and/or content you provide to buyers or to Pazimba.com at any time ("Seller Content"): (a) will be truthful, accurate and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any law, statute, ordinance or regulation; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and, (e) will not create liability for Pazimba.com. You agree that any or all Seller Content may be publicly displayed by Pazimba.com as it sees fit and at no charge to it. You automatically grant, as well as represent and warrant that you have the right to grant to Pazimba.com (which includes, without limitation, all of Pazimba.com's affiliated companies), an irrevocable, perpetual, sublicensable, transferable, non-exclusive, royalty-free and fully paid-up, worldwide right and license to use, copy, transmit, perform, display, modify and create derivative works, incorporate and imbed into other works, and distribute such Seller Content throughout the Site and all of the Pazimba.com properties and web sites (including, without limitation, those properties and web sites of Pazimba.com's affiliated companies) in any medium or form now existing or later created.

Products You Sell Through the Marketplace. You hereby represent and warrant that you will not list, offer or sell products that: (a) are stolen or counterfeit; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) you do not have full right and authority to sell; (d) contain any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) violate any law, statute, ordinance or regulation (such as those governing export control or consumer protection); (f) contain any material that is obscene, pornographic or that contains child pornography; and/or (g) create liability for Pazimba.com. All listings will comply with the Marketplace Seller's Guidelines which are deemed incorporated into this Marketplace Seller's Agreement. All products that you offer through the Pazimba.com Marketplace must be listed at the same or better prices, both the product price irrespective of shipping charges and the overall landed cost which includes the product price and shipping charges, as the prices at which the products are listed on your own website or on other online marketplaces. You agree to sell the product to the buyer for the listed purchase price you set according to the Seller's Guidelines[T8] . By posting a product in the Sellers Marketplace, you agree to complete the transaction as contemplated by this MSA.

Shipment. Pazimba.com will notify you of order placement via your seller interface on the Marketplace and/or via email. It is important for you to have frequent access to the Internet and your email to be able to process purchases within acceptable timeframes. You agree to ship items ordered by buyers within 48 hours following such notification of the order. You shall provide notice of shipment to Pazimba.com through your seller interface on the Marketplace, and you hereby represent and warrant that you will only provide notification of shipment following your actual shipment of the product, and in line with the timeframe stipulated above. You also warrant that you will give on the seller interface the customer's delivery code which the customer gives you upon delivery to prove that you have delivered the goods. If Pazimba.com does not receive such shipment notification within the 48 hour shipment window, Pazimba.com may cancel such order, and it shall have no liability to you with respect to such cancellation, including without limitation, for any shipment made in reliance on the order or notification of such order. You agree that Pazimba.com has no obligation to ship any product you sell to a buyer through your use of the Marketplace. You agree to pay the shipping charges in full for any product that you ship in connection with an order made by a buyer. You agree that legal ownership and all risk of loss of your items remains with you until the buyer physically receives the items from you. You agree that you will ship only the product purchased by the buyer and will not include any additional products, materials or information not purchased by the buyer. You agree to ship in accordance with the the Seller's Guidelines, and agree that Pazimba.com is obligated to pay to you standard shipping rates.  

Taxes. You agree that you are solely responsible for determining the amount of sales, value added use or other taxes that you may owe as a result of your sale, and are solely responsible to collect, report and remit any such sales, use or other taxes required under applicable law. You hereby represent and warrant that you will (a) identify and observe all laws that  obligate you to collect and remit sales and/or use tax during registration, (b) keep such information updated at all times, and (c) will remit all such taxes collected and provided to you by Pazimba.com. Upon the request of Pazimba.com, you hereby agree to immediately provide verifiable proof acceptable to Pazimba.com of your remittance of all value-added, sales/use tax collected through the Marketplace; and if you are unable to provide such proof to the satisfaction of Pazimba.com, it may withhold and retain all such amounts and/or terminate your Marketplace account. You acknowledge and agree that Pazimba.com has no responsibility to collect, report or remit sales, use or any other applicable taxes in connection with your sale.

Fees. You agree to pay Pazimba.com the commissions and other fees and charges set forth in this MSA and/or the Seller's Guidelines. These fees and charges may change from time to time without notice to you. All fees and charges are payable upon demand by Pazimba.com. You agree that Pazimba.com is authorized to charge any credit card, e-wallet  or bank account connected to your My Account for these fees and charges. You also agree that Pazimba.com may deduct such fees and charges from amounts payable to you by buyers. Without limiting any of its rights or remedies available at law or equity, Pazimba.com may suspend or terminate your marketplace account if any such amounts are overdue, and all such overdue amounts shall be subject to a late interest charge equal whose rate shall be determined by the lending rate in use by Pazimba.com’s bankers at the material time, which interest will be immediately due and payable from the due date for payment until the date of actual receipt of the amount in cleared funds by Pazimba.com.

Marketplace Customer Service. Other than to verify that payment to you by a buyer through their Pazimba.com My Account was completed, Pazimba.com may not provide any customer support for transactions made through the marketplace and you agree that Pazimba.com is not responsible to provide any such support.

Sellers Interface. You are required to check your seller's interface at least four times a day to ensure orders are attended to.

Privacy. YOU ACKNOWLEDGE, CONSENT AND AGREE THAT PAZIMBA.COM (A) SHALL PROVIDE BUYERS WITH INFORMATION THAT IS REASONABLY NECESSARY FOR BUYERS TO COMMUNICATE WITH YOU REGARDING THE PURCHASE AND SHIPMENT OF GOODS AND SERVICES PURCHASED FROM YOU AND ANY ISSUES THAT MAY ARISE IN CONNECTION WITH THEIR PURCHASE (INCLUDING, WITHOUT LIMITATION, THE SELLER INFORMATION PROVIDED DURING MARKETPLACE REGISTRATION AND YOUR EMAIL ADDRESS) AND (B) MAY POST FEEDBACK ABOUT YOU THROUGH THE MARKETPLACE, INCLUDING WITHOUT LIMITATION, YOUR SELLER DETAILS, RATINGS, BUYER FEEDBACK AND EMAIL ADDRESS. YOU HEREBY AGREE THAT PAZIMBA.COM SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY WITH RESPECT TO THE DISCLOSURE OF SUCH INFORMATION TO, OR ANY COLLECTION, USE OR DISCLOSURE OF SUCH INFORMATION BY, ANY BUYER. You may receive access to certain information concerning other Marketplace users when you use the Marketplace. You hereby represent, warrant and agree (a) not to use any information regarding other Marketplace users which is accessible from the Marketplace or that may be disclosed to you by Pazimba.com, except to enter and complete transactions, and (b) not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other conduct Pazimba.com deems unacceptable or objectionable.

Dispute Resolution Steps and Refunds. Pazimba.com will provide your email address and other contact information to buyers who purchase your product through the Marketplace. You agree to respond promptly to inquiries by buyers. You will provide an immediate order cancellation notice to Pazimba.com if you are unable to ship the product immediately upon order placement. You agree that you will provide a prompt refund to a buyer if the buyer did not received the product you shipped, if the product is damaged during shipment, if the product does not match the description as listed, or if the buyer receives a product other than the one they ordered. You agree that any such refund will be made at the latest within 10 business days of the buyer's request. Refunds may be made by using the "Refund" [T14] button in your seller account. Pazimba.com will not mediate disputes or contact buyers on your behalf. If the buyer submits a claim to Pazimba.com concerning a product or an order from you, Pazimba.com may research the claim and may contact you concerning the claim. You agree to respond promptly to any inquiry by Pazimba.com. Pazimba.com's decision concerning the claim is final and binding and you agree to abide by such decisions. In the event Pazimba.com provides any amount to a buyer in connection with a buyer's claim, or the buyer seeks a chargeback with the buyer's credit card company, bank, e-wallet service or some other form of payment, you agree to promptly reimburse Pazimba.com for the amount of the transaction and any associated fees and charges. Pazimba.com may immediately offset any such amount from any other amount to be paid to you in accordance with this MSA, may charge your credit card on file, your account or e-wallet service, or some other form of payment service, and/or may collect such funds in any other lawful manner. Without limiting any of its rights to remedies, if Pazimba.com determines that you have directly or indirectly attempted or committed fraud activity with respect to the Marketplace and/or the Marketplace Guarantee Claim [T15] process, Pazimba.com may immediately suspend or terminate your account, withhold your Seller Payments, and/or offset any such amount from any other amount to be paid to you in accordance with this MSA, charge your credit card on file, e-wallet service or bank account and/or collect such funds in any other lawful manner to recover any damages and costs incurred by Pazimba.com in connection with such fraudulent activity. In addition, any such fraudulent activity is a criminal offense and violators will be prosecuted to the fullest extent of the law.

Indemnity. You agree to indemnify, defend and hold harmless Pazimba.com and its parents, sister companies, subsidiaries, affiliates, service providers, sellers, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or related to any claim, demand or action, which if true, would constitute a breach or violation of any provision of this MSA or Pazimba.com's Terms of Use, or of any law, regulation or third-party right. Pazimba.com may immediately set-off any and all of its costs and/or expenses that are incurred in connection with the foregoing against any amounts owing to seller (including, without limitation, any Seller Payments).

RELEASE. IN THE EVENT OF A DISPUTE OR CLAIM REGARDING ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE, OR BETWEEN YOU AND A BUYER OR OTHER THIRD PARTY RELATED TO ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE, YOU HEREBY RELEASE PAZIMBA.COM AND ITS PARENTS, SISTER COMPANIES, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, SELLERS, DISTRIBUTORS, LICENSORS, OFFICERS, DIRECTORS AND EMPLOYEES FROM ALL CLAIMS, DAMAGES OR DEMANDS OF ANY KIND, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE OR CLAIM.

 

YOU ACKNOWLEDGE THAT YOU MAY DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE AND THAT THIS RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS EVEN IF YOU DISCOVER NEW OR ADDITIONAL FACTS AFTER YOU EXECUTE THIS AGREEMENT.

WARRANTY DISCLAIMER. YOU AGREE THAT YOU USE THE PAZIMBA.COM MARKETPLACE AT YOUR OWN RISK. THE PAZIMBA.COM MARKETPLACE AND ANY RELATED PRODUCTS, SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED "AS IS." PAZIMBA.COM EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE PAZIMBA.COM MARKETPLACE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.

 

LIMITATION OF LIABILITY. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PAZIMBA.COM MARKETPLACE, THE USE OF ANY SERVICES OFFERED IN CONNECTION WITH THE MARKETPLACE, AND/OR THE USE OF ANY CONTENT REMAINS WITH YOU. IN NO EVENT SHALL PAZIMBA.COM OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS MSA, YOUR USE OF THE PAZIMBA.COM MARKETPLACE OR ITS SERVICES, ANY INFORMATION OBTAINED THROUGH THE MARKETPLACE, ANY DELAY OR INABILITY TO USE THE PAZIMBA.COM MARKETPLACE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES TO YOU IN CONNECTION WITH THE MARKETPLACE, OR OTHERWISE ARISING OUT OF THE USE OF THE PAZIMBA.COM MARKETPLACE OR THE PAZIMBA.COM SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF PAZIMBA.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS MSA, THE MAXIMUM LIABILITY THAT PAZIMBA.COM SHALL HAVE IS LIMITED TO THE ACTUAL VALUE OF ANY COMMISSIONS ACTUALY RECEIVED BY PAZIMBA.COM IN CONNECTION WITH ANY SALES MADE BY YOU THROUGH THE MARKETPLACE. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS MSA) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

 

General. No delay or failure by Pazimba.com to take action under this MSA shall constitute any waiver by Pazimba.com of any provision of this MSA. If any provision of this MSA is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of this Marketplace Seller Agreement will continue in full force and effect. This Marketplace Seller Agreement will bind and inure to the benefit of Pazimba.com's permitted successors and assigns. Any claim under this MSA must be brought within one (1) year after the cause of action arises. This Marketplace Seller Agreement shall be governed by the laws of Zimbabwe without regard to or application of any conflict of laws provisions. You agree that the sole and exclusive venue and jurisdiction for any action arising out of this MSA shall be courts sitting in Zimbabwe. This MSA is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this MSA shall be null and void. Pazimba.com may freely assign this Marketplace Seller Agreement without consent or notice. This MSA constitutes the complete and exclusive agreement between Pazimba.com and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.


 


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