Seller Membership Agreement

SELLER CORPORATE MEMBERSHIP AGREEMENT

1. PARTIES

1.1. This Seller Corporate Membership Agreement (Agreement) is entered into between Steel Life Inc. (SINBADEXPORT), whose headquarters are located at 418 Broadway, Ste R Albany, NY 12207, USA, and whose registered email address is info@sinbadexport.com, and the Member (Seller) who will approve this Agreement electronically.

1.2. SINBADEXPORT and the Seller shall be referred to individually as a “Party” and collectively as the “Parties” in this Agreement.

2. PURPOSE AND SCOPE OF THE AGREEMENT

2.1. SINBADEXPORT operates the online e-commerce platform https://sinbadexport.com, its mobile applications, and its virtual universe, serving as a marketplace that brings buyers and sellers together. Sales can be made to customers on the platform with or without a credit card. For sales made without a credit card, the platform does not act as an intermediary for this transaction, and the transaction is considered to be made between the customer and the seller. The customer pays the price of the product directly to the seller's bank account.

2.2. Pursuant to this Agreement, the Seller wishes to become a member of the e-commerce platform https://sinbadexport.com managed by SINBADEXPORT and to sell products from the Virtual Store it will establish on this platform, while SINBADEXPORT wishes to provide the Seller with the e-commerce platform services it owns in exchange for the membership fee to be paid by the Seller.

2.3. This Agreement is solely between the parties and covers the terms and conditions of the Services provided by SINBADEXPORT to the Seller. The relationship between Sellers and Buyers is not covered by this Agreement. In this commercial activity, SINBADEXPORT only grants the Seller the right to open a Virtual Store and publish advertisements in the area where this Virtual Store is located. The Seller shall be personally responsible to buyers for the sales transactions carried out through the Virtual Store.

2.4. This Agreement, together with the Annexes to the Agreement published in the sub-section of the Agreement, constitutes a whole, and the Annexes to the Agreement are an integral part of this Agreement.

3. DEFINITIONS

3.1. In this Agreement;

Buyer: Refers to the consumer who purchases the products and/or services offered for sale by the Seller through advertisements on the

Website.

Service: Refers to the advertisements, publications, and similar applications and intermediary services provided on the Website by SINBADEXPORT in exchange for an annual fee or commission collected from each sale, for the purpose of enabling Buyers and Sellers to carry out their business and transactions and publish their products/services as defined in this Agreement.

Service Fees: Refers to the commission income, annual membership fees, advertising fees, and other service fees that SINBADEXPORT will collect from the Seller within the scope of the Services provided under this Agreement. These service fees are detailed in the Annex Pages of the Agreement.

Approved Electronic Communication Address: Refers to the telephone number and email address belonging to the Seller, declared by the Seller to SINBADEXPORT and verified by SINBADEXPORT.

Virtual Store: Refers to the virtual space on SINBADEXPORT's Website, allocated to Sellers in accordance with SINBADEXPORT's procedures and rules, where Sellers can publish their advertisements consisting of content and images for the sale of one or more products and/or services, and where Sellers log in with their username and password.

Seller: Refers to a legal/natural person member who has become a member of the Website under this Agreement made with SINBADEXPORT and who offers various products and/or services for sale through advertisements published via the account created on the Website.

Seller Panel: Refers to the internal communication system that the Seller can access only with the username and password determined by the Seller, where the Seller can communicate with SINBADEXPORT and the Buyer, perform the necessary operations to benefit from the applications and Services offered by SINBADEXPORT on the Website, enter the company/personal information requested from them, and track the sales transaction details.

Website: Refers to the website with the domain name https://sinbadexport.com, owned by SINBADEXPORT, which provides the Services specified in this agreement, as well as its mobile applications and virtual environment.

Payment Institution: Refers to the approved institutions that provide credit card payment services in agreement with the SINBADEXPORT website.

Shipping Company: Refers to the organization contracted by the SINBADEXPORT website to provide shipping services on the website.

Email Address: Refers to the registered email address provided by the seller to the SINBADEXPORT site for the purpose of sending notifications to the seller.

Product Listing Fee: Refers to the fee per product that the seller will pay to the SINBADEXPORT site after 10,000 products.

4. SELLER'S RIGHTS AND OBLIGATIONS 

4.1. To become a Seller, you must first apply to open a Store on the https://sinbadexport.com website. The Seller has entered into and executed the Corporate Membership Agreement by electronically approving it. SINBADEXPORT reserves the right to reject the Seller's Corporate Membership application without cause and/or request additional documentation. The Seller shall be solely responsible for any damages that may arise due to the provision of inaccurate information by the Seller during the application process.

4.2. A code or verification link will be sent to the email address and mobile phone number provided by the Seller during the application for identity verification purposes. Email addresses and mobile phone numbers that are not verified by the Seller within 24 (twenty-four) hours may not be accepted by SINBADEXPORT. After completing the verification, the Seller acknowledges and undertakes that the relevant email addresses and mobile phone numbers are the contact details specific to their commercial enterprise and that any verification and communication made using these details will be their responsibility.

4.3. The Seller is obligated to notify SINBADEXPORT of any changes that may occur in the documents and information provided, including information pertaining to itself and its authorized representative, within a maximum of 15 (fifteen) days from the date of such change, and to update its record in the system accordingly. Notifications may be made via the email address registered at the time of registration, or by courier or registered mail to the SINBADEXPORT company address, or via the email address owned by the SINBADEXPORT website. In this case, the shipping and postage costs incurred shall be borne by the Seller.

4.4. The Seller shall create a username and password when registering as a Seller on the Website and shall use this information to access their Virtual Store and perform other transactions. Ensuring the security and confidentiality of the password and username is entirely the responsibility of the Seller, and the Seller is personally responsible for all transactions performed by logging in through their own profile.

Additionally, each time the Seller wishes to log in to the Virtual Store, a verification SMS will be sent to the mobile phone number registered with SINBADEXPORT, and the Seller will be able to log in to the Virtual Store by entering this message received on their registered mobile phone number on the website. The verification process each time the Seller logs in to the website can also be done via email verification.

4.5. The Seller shall not use the Website for purposes contrary to law and morality; for the purpose of tampering with, modifying, or reverse engineering the Website; The Seller shall not use the Website for purposes other than those intended, such as publishing comments and ratings from the Website outside of the Website, or in a manner that causes the spread of viruses or any other technology that may damage the Website, the Website's database, or any content on the Website. The Seller shall also not engage in activities that create unreasonable or disproportionately large loads on the communications and technical systems specified by the Website or that damage technical operations. The Seller shall not use any “screen scraping” software or systems such as automated programs, robots, web crawlers, spiders, data mining, and data crawling on the Website, and shall not copy, publish, or use any content on the Website, in whole or in part, without permission.

4.6. The Seller is obligated to conduct their transactions in a manner that does not cause any technical damage to the Website. The Seller agrees and undertakes that they have taken all necessary measures, including using the necessary protective software and licensed products, to ensure that all information, content, materials, and other content they provide to the Website does not contain any programs, viruses, software, unlicensed products, Trojan horses, etc. that may harm the system, and that they will not access the Virtual Store using robots or automated access methods.

4.7. The Seller is personally responsible for the authenticity, reliability, accuracy, and legality of all visual, written, and other information and content provided in the advertisements published on the Virtual Store. Furthermore, the Seller agrees, declares, and undertakes not to use the Website on its own behalf or on behalf of a third party to create, control, update, or modify a database, record, or directory, or to access the personal information of other Sellers and download it to another system. The Seller is liable to third parties and SINBADEXPORT for any violation of third parties' intellectual property rights by any visual, written, or other information and content provided in advertisements published on the Website and/or Virtual Store.

4.8. Although SINBADEXPORT is not a party to the Sales Agreement between the Seller and the Buyer, it bears no responsibility toward the Seller for the risk of failing to collect the payment in exchange for the delivery of the goods, nor toward the Buyer for the risk of the goods not being delivered at all or not being delivered in the desired quality and conditions in exchange for the payment.

4.9. After the Buyer purchases the product, the product price is paid by the Buyer to the Seller’s bank account. The responsibility for ensuring the warranty and quality conditions of the products lies entirely with the Seller. SINBADEXPORT provides no guarantee in this regard.

4.10. The Seller accepts, declares, and undertakes that they consent to receive any kind of information, advertisements, promotions, marketing communications, and any other notifications sent to them via the Website, e-mail, call center, telephone, SMS (short message), and all other communication channels by SINBADEXPORT and/or third parties authorized by SINBADEXPORT.

4.11. The Seller agrees and undertakes to fully cooperate with SINBADEXPORT in establishing the necessary technical infrastructure to ensure the publication of all product sales, advertisements, and announcements on the Website, and to provide all necessary documents for this purpose.

4.12. The Seller shall not encourage Buyers who contact them via the Website to make purchases outside the Website and shall not accept offers in this regard. The Seller shall not in any way manipulate SINBADEXPORT’s campaigns or discounts. If SINBADEXPORT determines that the Seller has acted contrary to their obligations under this clause, the Seller shall pay a penalty equal to twice the total value of the products involved in the violation or the amount determined by SINBADEXPORT as manipulated, which may be deducted from the current account. The Seller accepts, declares, and undertakes these conditions.

4.13. The Seller accepts, declares, and undertakes to act in accordance with the provisions of this Corporate Membership Agreement, all conditions specified on the Website, applicable legislation, and ethical rules in all transactions and correspondence conducted on the Website. Legal and criminal liability for all actions and transactions carried out on the Website rests solely with the Seller.

4.14. The Seller undertakes not to conduct fake transactions to increase the rating of their Virtual Store. In case of violation of this obligation, SINBADEXPORT shall have the right to immediately terminate the Agreement.

4.15. The Seller acknowledges that SINBADEXPORT is not a party to any Sales Agreements concluded through sales made for commercial and professional purposes on the Website and accepts full responsibility under the applicable legislation. The Seller shall be solely responsible for the quality, legal compliance, issuance of warranty certificates, invoicing, delivery of all other necessary documents, after-sales services, and timely delivery of all products exhibited and sold in their Virtual Store.

4.16. In the event that SINBADEXPORT suffers any damage due to the Seller’s breach of any provision of this Agreement, the Seller agrees, declares, and undertakes to immediately and fully compensate SINBADEXPORT upon its first request.

4.17. The Seller is obliged to always fulfill their obligations under this Agreement with due diligence. Within this scope, the Seller shall conduct sales in a manner that does not cause consumer complaints and shall comply with the relevant obligations regarding the intellectual and industrial property rights of SINBADEXPORT and third parties.

4.18. The Seller is obliged to sell only original products. The sale of counterfeit or imitation products, as well as second-hand products, on the SINBADEXPORT website is prohibited. Accordingly, the Seller declares and undertakes that the products offered for sale in their Virtual Store are original, that SINBADEXPORT has no obligation to inspect the products, and that in the event of any third-party claim asserting that the products are not original, the Seller shall immediately provide all documents and invoices proving the authenticity of the products to SINBADEXPORT. Otherwise, SINBADEXPORT has the right to suspend all sales conducted by the Seller on the Virtual Store and take actions against the Seller as specified in the Annexes to the Agreement.

4.19. The Seller is obliged to issue invoices for the sold products and services. The Seller undertakes to deliver the products and/or services to the Buyer along with an invoice. If the invoice is forgotten, it must be sent separately to the Buyer as soon as possible, and the cost of this shipment shall be borne by the Seller.

4.20. The Seller may choose to participate or not participate in campaigns and discount applications organized by SINBADEXPORT at certain times of the year. If the Seller wishes to participate in the Campaigns and Discounts, they may approve the campaign conditions announced by SINBADEXPORT on the Website and start selling their products during the campaign period. SINBADEXPORT shall announce the campaign conditions clearly and transparently on the Website. Additionally, the Seller may organize their own discounts and campaigns through their Virtual Store at any time of the year, provided that these campaigns do not contradict the general course of life and are conducted for specific periods. It is prohibited for the Seller to continuously sell discounted products or conduct campaigns and discounts throughout the year. Otherwise, SINBADEXPORT has the right to suspend all sales conducted by the Seller on the Virtual Store and take actions against the Seller as specified in the Annexes to the Agreement.

4.21. The Seller shall act in accordance with the Sales Agreement and shall not refuse returns without justification or take steps that complicate the process with the Customer. Otherwise, SINBADEXPORT has the right to suspend all sales conducted by the Seller on the Virtual Store and take actions against the Seller as specified in the Annexes to the Agreement.

4.22. The Seller shall not send spam or chain emails to SINBADEXPORT or Buyers. The Seller undertakes not to make negative comments against SINBADEXPORT or Buyers on social media platforms.

4.23. The Seller accepts that the shipping cost for product returns will be as specified in the agreement made with the Buyer and shall make no claims to SINBADEXPORT in this regard. Additionally, the Seller must specify in the agreement with the Buyer who will bear shipping and transportation costs, who will cover these costs in case of product returns, and all other details regarding the product. The Buyer may claim fees not specified in the agreement from the Seller.

5. RIGHTS AND OBLIGATIONS OF SINBADEXPORT

5.1. SINBADEXPORT shall store the personal and commercial information provided by the Seller during the membership process and throughout the membership period in a secure environment. SINBADEXPORT may use this information for the proper and complete operation of the Services, in cases where authorized institutions and organizations request information from SINBADEXPORT, or where SINBADEXPORT is required to notify such institutions, and to fulfill legal obligations arising from applicable laws and regulations, and may disclose it to third parties only for these purposes. In this regard, the Seller consents to the use and storage of their information by SINBADEXPORT in accordance with this clause.

5.2. As SINBADEXPORT is not the seller of any product or service listed on its Website, it is not responsible for the accuracy, reliability, truthfulness, or legality of any products, visuals, written content, or other materials published by Sellers on the Website, and it has no obligation to verify such content. Nevertheless, at its sole discretion, SINBADEXPORT may review, block access to, or temporarily or permanently close any Virtual Store or content on the Website. In such cases, the Seller cannot claim any compensation from SINBADEXPORT under any name. Sellers are responsible for any infringement of SINBADEXPORT’s or third parties’ rights through any content published on the Website.

5.3. SINBADEXPORT may share the Seller’s information held by SINBADEXPORT with legally authorized authorities upon their request in accordance with applicable laws. Such information may also be shared with other Sellers involved in disputes, solely to enable the parties to exercise their legal rights and limited to the scope of the dispute.

5.4. If SINBADEXPORT determines that a transaction was conducted using a stolen credit card or that the transaction was used as a means to commit a crime, SINBADEXPORT has the right to immediately cancel the transaction and suspend the Virtual Store operations. SINBADEXPORT reserves the right to pursue legal action and claim compensation against such individuals.

5.5. In the event of misuse of campaigns, coupons, gift certificates, or points organized by SINBADEXPORT for the promotion of the Website, its products, services, or categories, or by third parties in contractual relationships with SINBADEXPORT, SINBADEXPORT has the right to immediately cancel the transaction and suspend or permanently close the Virtual Store. SINBADEXPORT reserves the right to take legal action and claim compensation depending on the nature of the situation.

5.6. SINBADEXPORT may sort products listed on the Website according to criteria such as Increasing Price, Decreasing Price, Newest, Featured, Popular Products, Sales Quantity, Number of Reviews, New Product, Product Rating, Store Rating, and may add new criteria over time.

5.7. SINBADEXPORT has the right to temporarily or permanently close the Virtual Store used by the Seller in cases where the Seller violates Website rules, attempts to sell Prohibited Products, or fails to comply with legal requirements despite SINBADEXPORT’s requests. SINBADEXPORT shall inform the Seller of such action within one week.

5.8. SINBADEXPORT has the right to temporarily close or transfer its website to other individuals or companies at any time. If a temporary closure is decided, this will be announced to Sellers and Buyers at least six months in advance via the Website or other communication channels. In the event of a transfer of the Website to another firm or individual, existing agreements shall remain in force without the need for a new agreement. All parties have accepted and approved this condition.

5.9. Through this Seller Corporate Membership Agreement, SINBADEXPORT grants Sellers the right to open a Virtual Store to sell products. Granting this right does not imply agency or dealership rights.

5.10. Although SINBADEXPORT is a marketplace connecting Buyers and Sellers, it may also publish its own products or services on the Website.

6. FINANCIAL MATTERS

6.1. The Seller shall pay the annual membership fee, contingent upon fully and properly fulfilling the obligations specified in this Agreement, and thereby be entitled to benefit from the services.

6.2. The Seller is obliged to issue invoices for the products and services sold. In this context, the Seller undertakes to issue an invoice for the product and/or service delivered to the Buyer, either together with the product or, if invoicing was initially omitted, subsequently and deliver it to the Buyer.

6.3. SINBADEXPORT shall not be held responsible if the Seller fails to issue invoices or deliver them to the Buyer in violation of Article 8.2.

6.4. SINBADEXPORT may, at its sole discretion, offset or collect directly from the Seller’s account any damages, losses, costs, expenses, or third-party claims incurred due to the Seller’s violation of this Agreement.

6.5. If SINBADEXPORT determines, either on its own initiative or based on third-party complaints, that complaints against the Seller are increasing or that the products sold by the Seller do not comply with intellectual property obligations, SINBADEXPORT shall notify the Seller of such complaints and may request corrective action. If complaints persist or are not rectified, SINBADEXPORT may suspend the Seller’s membership account or terminate the Agreement for cause.

6.6. SINBADEXPORT shall charge a fee for each product listed by the Seller beyond 10,000 units. Listing up to 10,000 units is free of charge. Product listing fees shall increase annually according to the inflation rate. Sellers acknowledge and accept such price adjustments. Detailed product listing fees are explained in the annex section of the Website.

6.7. Buyers shall purchase products as follows: the Buyer may contact the Seller by completing a request form for products on the Seller’s product page, thereby initiating contact with the Seller, or by using contact channels on the product page (e.g., phone number, social media messaging tools). From that point onward, all commercial relations between the Buyer and the Seller shall occur solely between them. SINBADEXPORT bears no responsibility for transactions between the Buyer and the Seller. All parties acknowledge and accept this.

7. LIMITATION, SUSPENSION AND TERMINATION OF SERVICES; TERM, TERMINATION AND COMPENSATION OF THE AGREEMENT

7.1. This Agreement shall enter into force upon electronic approval by the Seller during the Store Opening Application process and shall remain valid indefinitely from the effective date.

7.2. Subject to applicable law provisions on termination, the Agreement may be terminated by mutual agreement of the Parties, or unilaterally by either the Seller or SINBADEXPORT with at least one (1) month prior notice under this Agreement (without providing any reason or paying any compensation), or by notification from SINBADEXPORT regarding the termination of Services upon the occurrence of termination reasons specified in this Agreement.

7.3. In this Agreement:

1. Upon the occurrence of Immediate Store Suspension Reasons, SINBADEXPORT may close the Seller’s Virtual Store and suspend Services without providing any period.

2. Upon the occurrence of Response Requested Store Closure Reasons, SINBADEXPORT may request an explanation regarding the violation from the Seller within at least three (3) business days. If the Seller fails to provide an adequate explanation or provides none, SINBADEXPORT may close the Seller’s Virtual Store and suspend Services.

3. Upon the occurrence of Product Closure Reasons, SINBADEXPORT may close the relevant product listing and restrict Services without providing any period.

7.4. The Seller acknowledges that the following criteria constitute objective circumstances rendering the continuation of the Agreement untenable for SINBADEXPORT and making it impossible to provide time for explanations without causing irreparable consequences. Upon the existence of these criteria, SINBADEXPORT has the right to immediately terminate the Agreement unilaterally without any compensation, providing clear and understandable justification to the Seller:

1. Closure of the website and/or the category in which the Seller conducts sales.

2. Circumstances arising from applicable law or public order, including urgency, fraud, data breaches, or other cybersecurity risks.

3. Opening multiple Seller accounts without SINBADEXPORT’s prior approval or allowing third parties to use the Seller account.

4. Breach of confidentiality and personal data protection obligations under this Agreement.

5. Violation of SINBADEXPORT’s intellectual property rights and related obligations.

6. Statements or acts by the Seller that damage SINBADEXPORT’s reputation, its trademarks, or other intangible assets, or constitute unfair competition.

7. Insolvency, bankruptcy, liquidation, seizure, capital loss, over-indebtedness, appointment of a trustee, or similar situations affecting the Seller.

8. Engaging in activities in countries subject to U.S. trade sanctions.

7.5. If the Agreement is terminated by SINBADEXPORT for just cause, the remaining portion of the membership fee shall not be refunded to the Seller. The Seller acknowledges and accepts this.

7.6. Notifications from SINBADEXPORT regarding termination shall be made via the Seller’s Virtual Store, approved email address, or directly to the Seller’s business address.

7.7. Upon termination, the Seller may access records prior to the termination date but shall not perform any transactions. In cases of fraud or suspected fraud leading to closure, the Seller shall have no access to the Virtual Store.

7.8. Without prejudice to other indemnity rights under this Agreement, annexes, and applicable law, the Seller acknowledges and undertakes that:

1. Failure to fulfill obligations or commitments under the Agreement, its annexes, and applicable laws, partially or fully, or timely.

2. Any acts, transactions, or conduct by the Seller, and/or

3. Any direct or indirect claims, demands, complaints, requests, investigations, proceedings, or lawsuits against the Seller,

shall be the sole responsibility of the Seller. SINBADEXPORT shall not bear any liability and the Seller shall defend SINBADEXPORT and immediately, fully, and unconditionally indemnify SINBADEXPORT for any and all losses, damages, claims (including moral, material, lost profits, reputation loss, income loss, fines, consumer payments, third-party claims, court costs, attorney fees, taxes, fees, and charges) without requiring any authority or court decision, upon written request by SINBADEXPORT. Use of this right by SINBADEXPORT is independent of whether the Agreement is terminated.

7.9. In the event of any legal process against SINBADEXPORT, including lawsuits, consumer complaints, prosecution investigations, and enforcement proceedings, or requests for information/documents from banks, ministries, judicial or administrative authorities, or any private or public institutions, the Seller shall immediately provide all necessary information and documents for SINBADEXPORT’s defense. Any damages or penalties arising from the Seller’s failure to provide such information within the requested timeframe shall be borne by the Seller and may be deducted from payments due to the Seller.

7.10. The Seller acknowledges that SINBADEXPORT shall not be responsible if third-party service providers (including logistics companies and payment service providers) fail to provide services to the Seller for any reason. The Seller shall not make any claim for rights, receivables, or compensation against SINBADEXPORT in such cases and fully releases SINBADEXPORT from any liability.

8. AMENDMENTS TO THE AGREEMENT AND NOTIFICATIONS

8.1. By electronically approving this Seller Corporate Membership Agreement, the Seller becomes a party to the Agreement and shall be bound by its terms. SINBADEXPORT may, when deemed necessary, amend the terms and conditions of this Agreement in accordance with the provisions specified below.

8.2. Unless otherwise regulated by applicable law, SINBADEXPORT shall notify the Seller of amendments by publishing them on the “Updates & Announcements” page of the Website, and such amendments shall take effect immediately upon publication.

8.3. In accordance with the deadlines under the E-Commerce Legislation, the Seller may object to the amended terms within 30 days and may unilaterally terminate the Agreement without any compensation. Termination shall take effect from the date the termination notice is submitted by the Seller. If the Seller does not object within the legal period and does not terminate the Agreement, the changes shall be deemed accepted by the Seller.

8.4. Unless expressly stated otherwise in this Agreement, notifications from SINBADEXPORT to the Seller shall be made via SMS or email to the Approved Electronic Communication Addresses. Notifications from the Seller to SINBADEXPORT shall be sent to any address listed in the Contact Section of the SINBADEXPORT Website. Communications established via the Seller’s Approved Electronic Communication Addresses and the Virtual Store shall be considered written communication. In case of a change in the Seller’s Approved Electronic Communication Addresses, notifications sent to the last provided addresses shall be valid and binding if the change is not notified to SINBADEXPORT.

9. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

9.1. All commercial, financial, patent and know-how information, inventions, business methods, copyrights, trademarks, customer data, and all other information acquired by the Parties during the performance of this Agreement shall be considered “Confidential Information” and shall be treated as such during the term of this Agreement and for three (3) years following its termination.

9.2. The Parties shall ensure the confidentiality of Confidential Information and shall not disclose it to any third party without prior written consent of the owner, except when disclosure is required by law or court order. SINBADEXPORT reserves the right to disclose Confidential Information to another Party in disputes between Sellers, solely to enable the other Party to exercise its legal rights, and only to the extent necessary.

9.3. Regulations regarding personal data within the scope of Confidential Information are detailed in the SINBADEXPORT Privacy Policy. The Privacy Policy constitutes an integral part of this Agreement and shall be considered together with and interpreted in conjunction with this Agreement.

9.4. The Parties may share Confidential Information only with employees, subcontractors, or other persons under their supervision who need to know such information for business purposes. These individuals shall be informed in writing that the information is confidential. The Parties acknowledge and undertake that their employees, subcontractors, and other persons working under their instructions shall comply with the obligations of this Agreement and shall be held directly liable for any violations

10. INTELLECTUAL PROPERTY RIGHTS

10.1. All intellectual property rights in the SINBADEXPORT brand and logo, the design of SINBADEXPORT Mobile and Website, SINBADEXPORT Virtual Universe, software, domain names, and any trademarks, designs, logos, trade presentation methods, slogans, and all other content created by SINBADEXPORT shall remain the property of SINBADEXPORT. The Seller shall not use, share, distribute, display, reproduce, or create derivative works from any intellectual property owned by SINBADEXPORT or its affiliates without SINBADEXPORT’s permission. The Seller shall not use any part of the SINBADEXPORT mobile application or Website on another website without permission, nor share links to the SINBADEXPORT site.

10.2. The Seller represents and warrants that all activities carried out through the SINBADEXPORT mobile application and Website shall not infringe the intellectual property rights of SINBADEXPORT or any third party. SINBADEXPORT reserves the right to terminate the Seller’s Agreement in case of such infringement. The Seller acknowledges and accepts responsibility for any damages resulting from the violation of this provision.

10.3. The Seller shall not place SINBADEXPORT logos or any symbols that may suggest the SINBADEXPORT brand on packaging materials such as cartons or cargo envelopes used for shipping products, or anywhere on the Virtual Store. Any use of packaging or materials with the SINBADEXPORT logo without permission will result in immediate termination of the Seller’s Agreement. The Seller acknowledges and accepts responsibility for any damages resulting from violating this provision.

10.4. The Seller shall be responsible to third parties and to SINBADEXPORT for any infringement of intellectual property rights in all visuals, written content, or other information provided in listings on the Website or Virtual Store. The Seller undertakes not to infringe SINBADEXPORT’s or third parties’ intellectual property rights. SINBADEXPORT reserves the right to terminate the Seller’s Agreement in case of such infringement, and the Seller accepts that such violation will lead to termination.

10.5. Upon receiving a complaint regarding intellectual property rights in compliance with mandatory requirements under E-Commerce Legislation, SINBADEXPORT shall remove the relevant product or content within the legally prescribed period and notify the Seller via the Virtual Store, registered communication addresses, or other legally compliant methods, and also notify the complainant. SINBADEXPORT shall provide the Seller with instructions for objecting to the complaint. This provision also applies to complaints filed by a Seller regarding products or content of other Sellers on the Website.

10.6. The Seller may object to complaints in accordance with the objection procedure provided under E-Commerce Legislation. The Seller shall be responsible for any damages arising from submitting false information or documents during the objection. If SINBADEXPORT clearly determines that the objection is justified, the product or content shall be reinstated. SINBADEXPORT is not acting as a judicial authority, and the Seller accepts that SINBADEXPORT’s decisions regarding publication shall not result in any liability.

10.7. In cases of intellectual property infringement, if the first complainant cannot provide new evidence to substantiate the claim, subsequent complaints regarding the same product and claim shall not be processed by SINBADEXPORT.

10.8. Sellers may use the trademark registration of products they sell as the Store name. However, if the Store name differs from the product’s trademark, objections may arise under the Industrial Property Law. Sellers are responsible for verifying and using their Store name in compliance with applicable laws.

11. FORCE MAJEURE

11.1. Events beyond the reasonable control of the Parties, including but not limited to uprisings, embargoes, government interventions, rebellions, occupation, war, mobilization, strikes, lockouts, labor disputes, boycotts, cyberattacks, communication failures, infrastructure and internet disruptions, system maintenance or upgrades, regulatory changes affecting the e-commerce ecosystem, power outages, fire, explosions, storms, floods, earthquakes, migration, epidemics, or other natural disasters (Force Majeure), which prevent or delay the performance of obligations under this Agreement, shall be notified immediately in writing by the affected Party to the other Party, along with all relevant details, evidence, and the estimated duration of the event. The affected Party shall make reasonable efforts to mitigate or minimize the effects of the Force Majeure.

11.2. Provided that the affected Party complies with its obligations under this clause, it shall not be held liable for delays or non-performance due to Force Majeure, and such delays shall not constitute a breach of this Agreement. The time for performance shall be extended by a period equal to the duration of the Force Majeure event.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. This Agreement shall be governed by and construed in accordance with the laws of the United States of America.

12.2. Any dispute arising out of or in connection with this Agreement shall fall under the jurisdiction of the courts of New York.

13. MISCELLANEOUS

13.1. Evidence Agreement

The Seller acknowledges and agrees that, in the event of any dispute arising from this Agreement, the official books and commercial records of the Parties, as well as e-archive records, electronic information, and computer records stored in SINBADEXPORT’s databases and servers, shall constitute binding, conclusive, and exclusive evidence.

13.2. Relationship of the Parties

Nothing in this Agreement shall be construed to create any agency, dealership, distributorship, partnership, or joint venture relationship between the Parties.

13.3. Entire Agreement

The annexes to this Agreement constitute an integral part of this Agreement and shall be read and interpreted together with it. This Agreement constitutes the entire understanding between the Parties and supersedes all prior drafts, agreements, arrangements, and understandings, whether oral or written, relating to its subject matter. All content, notices, and information provided on the website shall also be considered part of this Agreement.

13.4. Severability

If any provision of this Agreement is held to be wholly or partially invalid, unenforceable, or unreasonable by a competent court, arbitration panel, or administrative authority, such invalidity, unenforceability, or unreasonableness shall not affect the remainder of this Agreement, which shall remain in full force and effect.

13.5. Assignment

The Seller shall not assign or transfer, in whole or in part, any rights or obligations under this Agreement without the prior written consent of SINBADEXPORT.

13.6. Waiver and Amendment

The failure of either Party to exercise or enforce any right granted under this Agreement shall not constitute a waiver of that right, nor shall it prevent the later exercise or enforcement of such right.

13.7. Annexes

The annexes to this Agreement are an integral part of this Agreement. The Seller acknowledges and agrees that all terms specified in the annexes are part of the Agreement and accepts them fully.

ANNEX-1:

LIST OF PROHIBITED PRODUCTS

This Annex lists the products that the Seller is strictly prohibited from listing, selling, or distributing through SINBADEXPORT’s platform. The Seller acknowledges and agrees to comply with this list and shall be solely responsible for any violation of these restrictions.

1.Alcohol,Tobacco,Drugs,Drug Paraphernaila,Medical Drugs and Devices,and items making Medical Claims.

2.Animal Products and Human Body Parts and Fluids

3.Dangerous Items:Hazardous Materials and Devices,Recalled Items and Weapons

4.Hate Items:Items that Promote,Support or Glorify Hatred

5.Illegal Items, ItemsPromoting Illegal Activity and Highly Regulated Items

6.Internationally Regulated Items

7.Nudity and Sexual Content

8.Violent Items: Items that Promote, Support or Glorify Violence

The sale of the products listed above on the SINBADEXPORT e-commerce platform is strictly prohibited. Sellers who list or sell any of these products will have their accounts immediately suspended, and their Seller Agreement will be terminated.

ANNEX-2:

SHIPPING AND LOGISTICS FEES

Shipping and logistics fees related to products are determined by the Seller. When a Customer purchases a product from the Seller, they will be informed of shipping and handling fees by the Seller. The Seller is obliged to notify the Customer of all fees, including shipping and handling, and include them in the product offer.

In the event that a Customer encounters an additional fee not indicated in the offer, and SINBADEXPORT receives a complaint regarding this matter, SINBADEXPORT may request a written explanation from the Seller. If such errors are repeated, SINBADEXPORT may terminate the Seller Agreement for just cause.

For products sold via credit card on the site, shipping and logistics fees and the party responsible for them may vary.

ANNEX-3:

CATEGORY COMMISSION RATES

Currently, products and services are not sold via credit card on the site; therefore, no commission deductions are applied to Sellers. This may change in the future. At present, Sellers are only required to pay the annual membership fee.

ANNEX-4:

PRODUCT LISTING FEES

SINBADEXPORT will charge a monthly fee per product for every product listed beyond 50,000 items. Listing up to 50,000 products is free of charge.

For products exceeding 50,000, the Seller will pay SINBADEXPORT $0.1 per product per month.

ANNEX-5:

TRADE RESTRICTIONS

Companies or individuals from countries listed on the Office of Foreign Assets Control (OFAC) U.S. trade sanctions and embargo list are prohibited from registering on the SINBADEXPORT platform. Membership requests from these countries will not be accepted. The prohibited countries are as follows:

Cuba, Iran, North Korea, Syria, Crimea (Ukraine), Belarus, Libya, Democratic Republic of Congo, Somalia, Sudan, Venezuela, Yemen, Zimbabwe