Merchant Terms of Service and Agreement

Please read these merchant terms of service and agreement (“terms of service,” “Terms” or “Agreement”) carefully before using the website, applications and services offered by Wadaaa Inc. (“Wadaaa Marketplace,” “we,” and “us”). This agreement sets forth the legally binding terms and conditions for your use as a merchant of our website(s), services or applications, including, without limitation, the website at https://www.wadaaa.com and app offered under the name Wadaaa Marketplace,

By registering for or otherwise using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein and/or published or made available by Wadaaa Marketplace.

Please note that Paragraph 7, contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions. Please read Paragraph 7 carefully.

1. Wadaaa is a Marketplace

You understand and agree that Wadaaa is a marketplace and as such is not responsible or liable for any content, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, products, listings, links or information posted by you, other merchants or outside parties on Wadaaa. You use the Services at your own risk.

To the fullest extent permitted by law, you and your Affiliates (defined below) waive claims related to, and agree that Wadaaa and Wadaaa’s Affiliates, including any of their officers, directors, employees, consultants or agents, are not responsible for (a) any statements, guarantees, services in this agreement, and expected transactions, including merchantability, applying to particular purposes or any implied warranties; (b) implied warranties based on the transaction process, the performance of the contract or trading practices course of dealing; or (c) any duties, responsibilities, rights, claims or tort reliefs, whether or not they are due to Wadaaa’s negligence. “Affiliate” shall mean, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

If you have disputes with any third party over any product, offering or interaction over the Services, you agree not to make any claim of any kind or nature against Wadaaa or its Affiliates, no matter whether such claims, requirements or compensation of damages are known, ensured or released.

2. Membership Eligibility

Age: Wadaaa's Services are available only to, and may only be used by, individuals who are at least 18 years and who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Wadaaa may, in its sole discretion, refuse to offer access to or use of the Service to any person or entity or change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Individuals under the age of 18 or who cannot form legally binding contracts must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this case, the adult is the merchant and is responsible for any and all activities.

Compliance: You agree to comply with all applicable laws regarding online conduct and acceptable content. Except as set forth in Paragraphs 15 and 16 herein, you are responsible for all applicable taxes. In addition, you must abide by Wadaaa's policies stated in these Terms and the Wadaaa policy documents listed below (which are incorporated into these Terms by reference), each of which, in addition to these Terms, may be updated by Wadaaa from time to time in its sole discretion without notice to you:

Merchant Policies (including all subsections incorporated therein)

Tax Policy

Fees and Payments Policy

Return Policy

Privacy Policy

All other policies or guidelines published or made available by Wadaaa in connection with the Services.

As a legal person, you represent, warrant, promise and guarantee that during the period of registration and agreement: (a) you are legally established in accordance with applicable law, validly existing and in good operation; (b) you have all the necessary legal qualifications, rights, capabilities and authorities to sign this agreement, fulfill duties accordingly and grant rights, licensing and authority required by this agreement, and have the permissions, approvals and licenses required by your business and the sale of the items in the relevant countries; (c) you and your affiliates will comply with all laws to fulfill your rights and duties in this agreement; (d) when offering any items for sale through the Services, you are in full compliance with all legislation, statutes, regulations and other enactments having the force of law and all industry codes, policies or guidelines and any applicable direction, statement of practice, policy, rule or order given by a regulator which apply from time to time in the country from which or to which the items are sold and/or offered (“Applicable Laws and Regulations”); (e) you shall maintain such records as are necessary pursuant to such Applicable Laws and Regulations and shall promptly on request make them available for inspection by any relevant authority that is entitled to inspect them; (f) you shall monitor any changes in the Applicable Laws and Regulations which may impact the sale of the items through the Services; (g) you shall directly notify Wadaaa by email and in writing of any investigation and potential claim that are instigated by any regulator in relation to the items offered through the Services; (h) you shall promptly remove any and all offerings of items from the Services whenever these infringe the Applicable Laws and Regulations, become otherwise prohibited in the relevant countries, and/or when these are included in (an updated version of) the Merchant Policies and (i) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

Additionally, should you register an account, make purchases or otherwise use our Services in a capacity other than as a merchant, seller or distributor (e.g., as a purchasing consumer and/or retail customer), you agree to be bound by Wadaaa’s Terms of Use and those Terms of Use shall govern such conduct.

If you are located in the European Economic Area or the United Kingdom, in order to receive funds resulting from consumer purchases, you must contract with Wadaaa Marketplace. If you are located in the European Economic Area or the United Kingdom and receive funds resulting from consumer purchases, you accept the Merchant Pay-out Service Terms offered by Wadaaa INC.

Modifications to Terms and Policies:

We may modify any of the terms and conditions contained in this Agreement (or in any policy or guideline published by Wadaaa) at any time and in our sole discretion. Any modifications will be effective upon the posting of a new set of terms on or within our Services (which we may do with or without notice to you). In some cases, we may notify you before or after such a change, including without limitation on any of our websites or in any merchant policy or other document, or by sending you an e-mail or other notification of such modifications. You are responsible for reviewing these locations and informing yourself of all applicable modifications, changes or notices.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DISCONTINUE YOUR USE OF THE SERVICES. YOUR CONTINUED USE OF THE SERVICES FOLLOWING OUR POSTING OF A MODIFICATION (REGARDLESS OF WHETHER WE NOTIFY YOU OF SUCH MODIFICATION IN ADVANCE), WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.

If you have your place of establishment or residence in the European Union and offer goods or services to consumers located in the European Union (“EU-Merchant”), the following terms apply instead:

We will notify you of any proposed changes of our Terms on a durable medium, e.g., via our Merchant platform or email (“Notice”).

We will not impose any retroactive changes to terms and conditions, except when they are required to respect a legal or regulatory obligation or when the retroactive changes are beneficial for you.

The proposed changes shall not be implemented before the expiry of a notice period of a minimum of fifteen (15) days from the date on which we notify you about the proposed changes (“Notice Period”). You have the right to terminate this Agreement before the expiry of the notice period. Such termination shall take effect within fifteen (15) days from the receipt of the Notice, unless a shorter period applies to this Agreement.

You may, either by means of a written statement or a clear affirmative action, waive the Notice Period at any moment from the receipt of the Notice. During the Notice Period, submitting new goods or services in connection with the Wadaaa Service shall be considered clear affirmative action to waive the Notice Period, except in cases where the reasonable and proportionate Notice Period is longer than fifteen (15) days because the changes to the Terms require you to make significant technical adjustments to your goods or services. In such cases, the Notice Period shall not be considered automatically to be waived where you submit new goods and services.

Password & Account Security: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Wadaaa of any unauthorized use of your password or any breach of security of your account. You also agree that Wadaaa cannot and will not be liable for any loss or damage arising from your failure to keep your password secure or any breach of security of your account. You agree not to provide your username and password information in combination to any other party other than Wadaaa without Wadaaa's express written permission.

Account Information: You must keep your account information up-to-date and accurate at all times, including a valid name, address, phone number and email address. To sell items on Wadaaa you must provide and maintain valid payment information such as a valid PayPal account. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of your credit card, and to charge your credit card or debit your bank account for any sums payable by you to us (in reimbursement or otherwise). You also agree to provide Wadaaa any additional information or authorizations as may be necessary for Wadaaa to provide the Services under this Agreement. All payments to you will be remitted to your bank account through a banking network or by other means specified by us. Depending on the payment method you choose, you may be required to provide a valid United States tax identification number via Form W-9 or proof of residency outside the United States via Form W-8BEN/W-8BEN-E.

Account Transfer: You may not transfer or sell your Wadaaa merchant account and username to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to these Terms.

Right to Refuse Service: Wadaaa reserves the right, in Wadaaa's sole discretion, to cancel unconfirmed or inactive accounts and/or to refuse to offer the Services to you, for any (or no) reason and at any time.

If you are an EU-Merchant, regarding the Right to Refuse Service, the following terms apply instead:

Wadaaa reserves the right, in Wadaaa’s sole discretion, to cancel accounts and/or to refuse to offer the Services to you for the following reasons: (i) your account remains unconfirmed; (ii) your account remains inactive for a period of one-hundred-eighty (180) days; (iii) we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to substantially violate our policies or this Agreement; (iv) we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to Wadaaa, its users or other third parties; or (v) we determine, suspect, or are informed that you are selling goods or engaging in acts in violation of the prohibited activities defined below under Section 5 of this Agreement (including, without limitation, selling goods that are counterfeit, illegal, or violate third-party rights).

Closing Your Account:

You have the right to close your account. If you choose to close your account, please contact support@Wadaaa.com. You will then receive a confirmation once your account has been closed. If Wadaaa is unable to close your account at this time, you also will receive an email detailing why your account cannot be closed and any additional steps or information that may be required from you before closing your account.

3. Fees and Payment

Fees:

Wadaaa will collect fees or other amounts from you, for your use of the Services, as set forth in its policy on Fees and Payments or as otherwise communicated to you by Wadaaa. Except as set forth in Paragraphs 15 and 16 herein, you are responsible for paying all fees and applicable taxes associated with using and selling on Wadaaa.

The merchant also may incur fees through the use of various payment providers or processors. Any such payment provider or processor fees will be determined by any agreement the merchant may have with a payment provider or processor, and Wadaaa is not responsible for reviewing, advising on, or paying any such fees.

Payment:

Wadaaa will make payments to you, in connection with your use of the Services, as set forth in its policy on Fees and Payments or as otherwise communicated to you by Wadaaa.

Payment by Wadaaa to you is considered made and complete upon transmission by Wadaaa, of the payment amount owed to you, to the payment method you have selected (e.g.,, Stripe, ApplePay, GooglePay, PayPal,, Klarna, or others as may be added or removed from time to time) irrespective of your receipt of payment from the payment provider or processor. Each payment provider or processor may have its own terms of use or other legal requirements, and Wadaaa does not guarantee and is not responsible for any services provided by such payment provider or processor (including, without limitation, any remittance of payment, security protocols or obligations to the merchant, accurate and timely disbursal of payments to the merchant, non-availability of services, etc., of such payment provider or processor). Risk of loss and nonpayment from the payment provider or processor remains with you as the merchant.

In addition to the above, Wadaaa may unilaterally elect to delay the remittance and withhold the amounts payable to merchants, or any other payment due under the terms of this Agreement or its policy on Fees and Payments, until such time as Wadaaa receives confirmation of product delivery. Transactions for which Wadaaa cannot confirm delivery may be ineligible for payment.

In the event that Wadaaa elects to remit an amount to you before the eligible payment date for such amount through a discretionary advance or advance made through your payment processor or provider (hereinafter a “Discretionary Advance”), Wadaaa may reduce merchant’s payment eligibility by the amount of the Discretionary Advance either immediately or as soon thereafter as reasonably practicable.

Moreover, If Wadaaa determines that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Wadaaa or third parties, or reflect pending or otherwise unrecoupable balances, then Wadaaa may in its sole discretion withhold any payments to you for as long as Wadaaa determines such conditions or any related risks to Wadaaa or third parties persist. For any amounts that we determine you owe us, we may (a) charge your account or any payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to you; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to violate our policies, then we may in our sole discretion permanently withhold any payments to you. In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Wadaaa or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable policies, may result in their forfeiture.

Appointment of Wadaaa as Limited Payment Collection Agent

Merchants that receive payment from Wadaaa as a result of listing items through or in connection with the Wadaaa Services hereby appoint Wadaaa as the merchants’ payment collection agent solely for the limited purpose of accepting funds from Wadaaa users who purchase items through the Wadaaa Services.

As such, you agree that any funds, resulting from a Wadaaa user’s purchase of items through the Wadaaa Services and received by Wadaaa from a Wadaaa user, shall be considered the same as a payment made directly to you by a Wadaaa user. You further agree that you will provide the purchased items to the Wadaaa user in the agreed-upon manner as if you have received the payment directly from the Wadaaa user. You agree that Wadaaa may refund the Wadaaa user in accordance with the Wadaaa Return Policy. You understand that Wadaaa’s obligation to pay you is subject to and conditioned upon successful receipt of the associated funds from Wadaaa users who purchase items through the Wadaaa Services. Wadaaa guarantees payments to you only for such amounts that have been successfully received by Wadaaa from Wadaaa users in accordance with this Agreement and the Wadaaa’s Terms of Use. In accepting appointment as your limited payment collection agent, Wadaaa assumes no liability for any of your acts or omissions (including, without limitation, any violation by you of this Agreement).

You agree that any obligation of a Wadaaa user to pay you for the purchase of items through the Wadaaa Services is extinguished upon the Wadaaa user’s payment of the funds to Wadaaa, upon which Wadaaa then is responsible for remitting the funds to you in the manner described in this Agreement, the Payment Policy, or as otherwise communicated by Wadaaa to you. Your funds are not eligible for payment to you unless and until all terms in this Agreement and Wadaaa’s Terms of Use are satisfied. In the event that Wadaaa does not remit any such payment or funds to you, you will have recourse only against Wadaaa and not the Wadaaa user directly.

4. Listing and Selling

Listing Description: By listing an item on the Services you warrant that you and all aspects of the item comply with Wadaaa's terms and published policies. You also warrant that you may legally sell the item in all locations that you list your item for sale. You must accurately describe your item and all terms of sale in your Wadaaa shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the “in stock” quantity is more than one, all items in that listing must be identical.

Shop Policies: You may outline shop policies for your Wadaaa shop. These policies may include, for example, shipping, returns, payment and selling policies. You must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Wadaaa's policies. You are responsible for enforcing your own shop policies. In the event of conflict between your shop policies and the Terms, the Terms shall control as it relates to your use of the Services.

Binding Sale: All sales are binding. You are obligated to ship the applicable order in a prompt manner after a sale is made over the Services or you otherwise complete the transaction with the applicable buyer. The cost arising from not completing orders in time shall be undertaken by you.

Third-Party Service Providers: To the extent you use any third party to assist or facilitate any portion of your use of the Services, including without limitation your listings, sales, fulfillment, system notifications or changes, customer support or other functions, you agree that you shall be responsible for and Wadaaa shall not be liable for any acts, conduct, errors, omissions, losses, claims or other issues resulting from your use of such third party’s services.

Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not do anything intended to or having the effect of avoiding any fees due to Wadaaa, or otherwise intended to violate these Terms, including without limitation, altering the item's price after a sale, misrepresenting the item's location, or using another merchant's account without permission.

Nonconformity, Defects or Other Issues with Items: You are also responsible for any nonconformity or defect in, or any recall (public or private, voluntary or mandatory) of, as well as any other safety concerns related to, the items you list for sale. You will notify Wadaaa as soon as you become aware of any recall related to your items.

If we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to Wadaaa, its users or other third parties, then Wadaaa (at its sole discretion) may mitigate such risks, including, without limitation, by issuing customer refunds, issuing penalties, withholding, offsetting or retaining amounts otherwise due to you, suspending your account or taking any other actions Wadaaa deems appropriate for so long as Wadaaa (in its sole discretion) believes your items might pose continued risks to Wadaaa, its customers or other third parties.

If you offer a product for sale through our Services that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide in your listing such warning in the manner compliant with applicable law, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required.

Other:

Wadaaa product listings, including those resulting from user searches, are ranked according to various factors. These factors are intended to help ensure that Wadaaa customers see the items that they might find most relevant, and include a Wadaaa customer’s prior engagement with Wadaaa, a Wadaaa customer’s prior orders and search history, the terms used in a Wadaaa customer’s search query, Wadaaa’s attempts to expand and understand the appeal or interest in new product categories or offerings, the Wadaaa customer’s location, the Wadaaa merchant’s rating, the historical revenue per impression of the product listing.

Wadaaa generally aims for equal treatment of the Wadaaa merchants. However, Wadaaa might differentiate merchants for the following reasons: (i) products offered by Wadaaa merchants that participate in the paid ProductBoost service might be privileged due to economic and commercial reasons; (ii) products offered by merchants with high ratings may be favored over those merchants with lower ratings; (iii) products offered by merchants with low refund rates may be favored over those merchants with higher refund rates; (iv) products offered in regions in close proximity to a Wadaaa customer may be favored over products offered outside those regions; (v) products offered by Wadaaa or its affiliated companies might be privileged for economic and commercial reasons; and (vi) products whose merchants offer faster shipping options may be favored over products whose merchants offer slower shipping options. Privileged treatment may include higher position in rankings; increased direct or indirect remuneration to the merchant for use of the Services; or increased ability to offer products to specific users.

5. Prohibited, Questionable and Infringing Items and Activities

You are solely responsible for your conduct and activities on or relating to the Services and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, products, items, listings, and links that you submit, post or display on the Services (collectively, “Content”).

Your Content, use of (or activity on) the Services, and products sold over the Services shall not:

Be false, inaccurate or misleading;

Be obscene or contain unwarranted pornography, nudity, or adult material;

Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

Contain images that are not part of a product listing;

Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; such prohibited behavior includes (without limitation): 1) selling or displaying items portraying the likeness of a celebrity (including portraits, pictures, names, signatures and autographs); 2) selling or displaying items bearing a third-party brand or trademark that you are not authorized to display in such manner or 3) selling any pirated video or recording;

List any item on Wadaaa (or consummate any transaction), link directly or indirectly to, reference or contain descriptions of goods or services that (i) are prohibited under these Terms, Wadaaa’s Terms of Use, the Merchant Policies, or are prohibited in any other policy documents as posted by Wadaaa; (ii) are prohibited in any of the countries in which the items are offered for sale; or (iii) could cause Wadaaa to violate any applicable law, statute, ordinance or regulation, or that violates this Terms or any document incorporated therein;

Violate these Terms, the policies referenced herein, the policies of app stores where Wadaaa’s apps are available (including Google Play and the Apple App Store) or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

Involve the sale of items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) or any other regulator that has jurisdiction in the countries in which the items are offered as hazardous to consumers and therefore subject to a recall;

Be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Wadaaa staff or other merchants), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;

Decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services;

“Crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services through any means;

Violate the security of any computer network, or crack any passwords or security encryption codes;

Modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with Wadaaa;

Post fraudulent, inaccurate or misleading reviews of merchants or items (and instead shall always disclose all information a reasonable shopper would want to know about your review, including whether you were provided any compensation or other benefit to write your review);

Solicit business for, direct sales to, or promote any website, service, or entity outside of the Services; or

Violate any export, import or trade control laws, regulations or orders applicable to the export, re-export, transfer, import, sale or use of Products sold under this Agreement (collectively, “Trade Control Laws”). Without limiting the foregoing, you shall not sell, transfer, export or re-export to, or otherwise provide Products under this Agreement, directly or indirectly, (i) to any country (or national or government thereof), state, territory, or region, that is subject to sanctions measures issued or adopted from time to time by U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) or any other applicable sanctions, including the sanctions laws of any other country with jurisdiction over Merchant (collectively, “Sanctions”); (ii) to any person to whom delivery is prohibited under Trade Control Laws or Sanctions, including, without limitation, to any person or entity identified on (A) the Denied Persons List as maintained by the U.S. Department of Commerce Bureau of Industry and Security or (B) the list of Specially Designated Nationals and Blocked Persons as maintained by OFAC, or (iii) for any end-use prohibited under Trade Control Laws or Sanctions, including, without limitation, for any missile, chemical weapons or nuclear end uses).

If Wadaaa determines in its sole discretion, suspects, or is informed that you are selling goods or engaging in acts in violation of the foregoing prohibited activities (including, without limitation, selling goods that are counterfeit, illegal, or violate third-party rights) then, without limiting any of Wadaaa’s rights under these Terms or at law, Wadaaa may in its sole discretion suspend, freeze, terminate or restrict your selling privileges, issue penalties against you, cause payments to you to be withheld or forfeit or take any other actions as Wadaaa may deem to be appropriate or as may be required by law.

6. Content

License: You hereby grant Wadaaa a royalty-free, non-exclusive, worldwide, perpetual, sublicensable (through multiple tiers), irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, excerpt, analyze, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner your Content in any medium or in any format and for any purpose, including, without limitation, for the advertising, marketing, or promotion of Wadaaa or the Services. For the sake of clarity, nothing in the Terms will prevent or impair our right to use your Content without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

Reposting Content: By posting Content on Wadaaa, it is possible for an outside website or a third party to repost that Content. You agree to indemnify, defend and hold Wadaaa harmless for any dispute relating to this use.

Business Data, Personal Data: Wadaaa collects and generates a variety of data in order to provide, market, and improve the Services.

Business Data: Wadaaa collects, generates, and stores a variety of data that is not personal data (“Business Data”). Business Data can include information about: merchants and their stores; merchant accounts; merchant activity, including fulfillment data (e.g., tracking data on packages), compliance with Wadaaa policies or participation in Wadaaa programs such as ProductBoost or those related to fulfillment, and Content; user interest in products described by listings, including purchases, as well as user satisfaction with products and the purchase experience (e.g., customer reviews and refunds); and Merchant services providers such as enterprise resource planning providers (“ERPs”) or payment services providers (“PSPs”).

Wadaaa can access most Business Data and may permit its service providers to access certain Business Data to help provide the Services. Wadaaa may share Business Data (including allowing access through technical means such as APIs) as instructed by a merchant, such as with merchant PSPs or ERPs. Merchants can access detailed information regarding their accounts, stores and activity by logging into their Wadaaa accounts or their accounts with applicable service providers such as a carrier or PSP. Merchants can access data regarding the stores or listings of other Merchants by registering a user account and navigating to stores and listings of interest.

Personal Data: Wadaaa collects, generates, and stores a variety of personal data from individuals, including merchants and users. The Wadaaa Privacy Policy describes in detail the personal data collected, the uses of such data, the manner in which it may be shared, and the choices individuals have about those personal data processing activities.

Protection of User Data: When you use the Services, such as when you fulfill a purchase, you may obtain personal information from or about a Wadaaa user (“User Data”). Your use of User Data shall comply with applicable data protection law, including without limitation Europe’s General Data Protection Regulation. Unless you obtain a valid consent from the individuals described by User Data, you shall only use User Data in connection with the corresponding transaction with such user (e.g. shipping and fulfillment) or as necessary to meet your statutory legal requirements, such as tax and reporting requirements. You shall employ reasonable and appropriate measures to safeguard User Data from misuse, loss, destruction or unauthorized access or use. You acknowledge and agree that if Wadaaa determines in good faith that additional agreements are necessary for compliance with applicable data protection law, you will promptly review and accept such agreements or cease using the Services or applicable portions thereof, such as sales into the European Union.

Without limiting the foregoing, without express opt-in consent from the user, you shall not add any Wadaaa user to your email or physical mail list, and shall not upload, access or use tracking technologies (such as browser cookies, web beacons or flash cookies) as part of any item listing. Wadaaa does not assume any responsibilities for disputes between you and your customers for using customer information without authorization.

Your Personal Data & Business Data – Legal Requirements Protection of Wadaaa & Others: You acknowledge and agree that your own personal data will be collected and used as described in Wadaaa's Privacy Policy. Wadaaa reserves the right to access, read, preserve, and disclose any Business Data (including Content) or other information that Wadaaa in good faith believes is necessary to comply with law or court order; respond to legal, regulatory, or commercial claims; enforce or apply Wadaaa’s policies, guidelines or other agreements; or protect the rights, property, or safety of Wadaaa, its employees, users, or others. In connection with your use of the Services, and subject to the above, you understand and agree that Wadaaa may disclose certain information about you to suppliers, consumers, regulators or other third-parties, including without limitation your:

Name

Email Address

Payment Method or Financial Account Information

Shipping Address

Phone Number

Social network account credentials

Sales Information

Wadaaa identifications or usernames

View Privacy Policy

7. Arbitration and Class Action Waiver

ARBITRATION:

PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE MOST DISPUTES WITH WADAAA AND MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

YOU AND WADAAA AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF WADAAA, TO ANY PRODUCTS OR SERVICES SOLD OR DISTRIBUTED BY OR THROUGH WADAAA, TO THESE TERMS, OR TO THE CONTENT, AND/OR USER SUBMISSION (PUBLIC, PERSONAL AND/OR LIMITED AUDIENCE) ON WADAAA SHALL BE RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION, subject to the exceptions below.

You and Wadaaa agree that these Terms affect interstate commerce and the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and federal arbitration law apply to this agreement and govern all questions as to whether a dispute is subject to arbitration.

“Disputes” shall include, but are not limited to, any claims or controversies between you and Wadaaa against each other related in any way to or arising out of in any way from the Service, the Content, Submissions (Public, Personal, and/or Limited Audience), including but not limited to sales, returns, refunds, cancellations, defects, policies, privacy, advertising, or any communications between you and Wadaaa, even if the claim arises after you or Wadaaa has terminated the Services or a user account. Disputes also include, but are not limited to, claims that: (a) you bring against our employees, agents, affiliates, or other representatives; or (b) that Wadaaa brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and Wadaaa, whether based in contract, tort, statute, fraud, warranty, misrepresentation, advertising claims, or any other legal theory; (ii) claims that arose before these Terms or out of a prior set of Terms with Wadaaa; (iii) claims that are subject to on-going litigation where you are not a party or a class member; and/or (iv) claims that arise after the termination of these Terms.

Initial Dispute Resolution

Most disputes can be resolved without resorting to arbitration. In the event of a dispute, you and Wadaaa each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; (b) a statement of the specific relief sought; and (c) the contact information of the party giving it. A Notice of Dispute must be sent to: 25600 Westheimer Parkway, STE 110, Katy, TX, 77077  or emailed at support@Wadaaa.com. Wadaaa will provide a Notice of Dispute to you via the email address associated with your Wadaaa User ID, Merchant ID, or other information provided to Wadaaa by you.

You and Wadaaa agree to use their best efforts to resolve the Dispute through consultation with one another, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or Wadaaa may commence an arbitration proceeding.

Notwithstanding the foregoing, disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Services shall not be subject to arbitration, and the notice and good faith negotiation required by this paragraph shall not apply to these types of disputes.

Binding Arbitration Process and Procedure

Except as provided herein, if we cannot resolve a dispute informally: (1) if you reside in the United States, any dispute will be resolved only by binding arbitration to be held in  Harris County, TX or any other location agreed upon between you and Wadaaa in writing; and (2) if you reside outside the United States, you understand and agree that arbitration shall be initiated in Houston, Texas. Wadaaa and you further agree to submit to the personal jurisdiction of any state or federal court in Houston, Texas to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties agree to cooperate regarding the enforcement of any arbitration judgment rendered in accordance with this Agreement, including in connection with the enforcement of such judgment in any country outside the United States as applicable.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to General Counsel, Wadaaa Inc., 25600 Westheimer Parkway, Katy, STE 110, TX, 77077. The arbitration will be conducted by a single arbitrator. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS' most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ ; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/ . JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If there is a conflict between the JAMS Rules (or the rules of the alternative arbitral forum selected by the parties) and the rules set forth in this Agreement, the rules set forth in this Agreement will govern.

 ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Wadaaa will pay the additional cost. Wadaaa shall also bear the cost of any arbitration fees, unless the arbitrator finds your claims, defenses, or other fee-generating activity to be asserted or conducted for an improper purpose or frivolous. You are responsible for all other additional costs that you may incur in the arbitration including, without limitation, attorney’s fees and expert witness costs unless Wadaaa is specifically required to pay such fees under applicable law.

If Wadaaa’s or your claim is solely for monetary relief of $10,000 or less and does not include a request for any type of equitable remedy, the party bringing the claim may choose whether the arbitration of the claim will be conducted through a telephonic hearing, or by an in-person hearing under the JAMS Rules, solely based on documents submitted to the arbitrator.

You or Wadaaa may choose to pursue a claim in small claims court with jurisdiction and venue over you if Wadaaa otherwise qualifies for such small claims court and the claim does not include a request for any type of equitable relief. However, if you decide to pursue a claim in small claims court, you agree to still provide Wadaaa with advance notice by email to support@Wadaaa.com and by U.S. Mail to General Counsel, 25600 Westheimer Parkway, STE 110 Katy, TX, 77077

These Terms and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against Wadaaa on your behalf.

Authority of Arbitrator

The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Wadaaa. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial

YOU AND WADAAA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Wadaaa are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: General Counsel, Wadaaa Inc.,25600 Westheimer Parkway, STE,110  Katy, TX, 77077 ..., or by email to support@Wadaaa.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Wadaaa User ID (if any), Wadaaa Merchant ID, the email address you used to set up your Wadaaa account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

Parents, Subsidiaries, Affiliates

This Arbitration Agreement will also apply to any claims asserted by you against any present or future parent, subsidiary, or Affiliate of Wadaaa, or any employee, officer, director, or investor of Wadaaa, and to any claims asserted by any of them against you, to the extent that any such claims arise out of or relate to these Terms (such as with respect to their validity or enforceability), the Services, any person’s access to and/or use of the Services, and/or the provision of content, products, services, and/or technology on or through the Services.

Changes to This Section

Wadaaa will provide thirty (30) days' notice of any changes to this section by posting on the Wadaaa Services, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Wadaaa website or sent to you.

Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the sections entitled “Arbitration” and “Class Waiver” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver sections in existence after you began using the Services.

Severability

Subject to the section entitled “Waiver of Class or Consolidated Actions,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Arbitration Agreement

This Arbitration Agreement will survive the termination or expiration of these Terms or your relationship with Wadaaa.

WAIVER OF CLASS OR CONSOLIDATED ACTIONS:

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

Wadaaa and you agree that any dispute will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. Wadaaa and you further agree to not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising out of or relating to any dispute with a third party.

The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Wadaaa users, and cannot be used to decide other disputes with other users.

If any court or arbitrator determines that the class/consolidated/representative action waiver set forth in this section is void or unenforceable for any reason or that arbitration can proceed on a class, consolidated, or representative basis, then the disputes, claims, or controversies will not be subject to arbitration and must be litigated in federal court located in Houston, Texas, or in another forum as agreed upon between you and Wadaaa in writing.

If any clause within this Waiver of Class or Consolidated Actions Section is found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect.

This Waiver of Class or Consolidated Actions Section will also apply to any claims asserted by you against any present or future parent, subsidiary or Affiliate of Wadaaa, or any employee, officer, director, or investor of Wadaaa, and to any claims asserted by any of them against you, to the extent that any such claims is a dispute.

This Waiver of Class or Consolidated Actions Section shall survive any termination of your account or the Services.

Wadaaa may try to help you resolve disputes with third parties. Wadaaa does so in Wadaaa's sole discretion, and Wadaaa has no obligation to resolve disputes between you and other users or between you and outside parties.

In the event that you have a dispute with one or more other users or other outside parties, you release Wadaaa, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

Release

IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY DO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF YOUR RESIDENCE.

If Wadaaa has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Sites.

8. Wadaaa's Intellectual Property

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, user submissions, and so forth are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in such content you access through the Services, and you won’t use, copy, reproduce, modify, create derivative works from, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content or (ii) in a way that violates someone else’s (including Wadaaa’s) rights.

9. Access and Interference

Much of the information on Wadaaa is updated on a real-time basis and is proprietary or is licensed to Wadaaa by Wadaaa's merchants or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access Wadaaa for any purpose whatsoever, except to the extent expressly permitted by and in compliance with these Terms, without Wadaaa's prior express written permission. Additionally, you agree that you will not:

Take any action that imposes, or may impose, in Wadaaa's sole discretion, an unreasonable or disproportionately large load on Wadaaa's infrastructure; or

Interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services.

10. Breach

Without limiting any other remedies, Wadaaa may, without notice, and without refunding any fees, delay or immediately remove Content, warn Wadaaa's community of your actions, issue a warning to you, restrict your selling privileges, prohibit your access to the Services, temporarily or indefinitely suspend or freeze your account privileges, terminate your account, issue penalties against you, cause payments to you to be withheld or forfeit, take any other actions as may be required by law, and/or take technical and legal steps to keep you off the Services if: you breach these Terms (including, without limitation, any terms or policies incorporated herein); Wadaaa is unable to verify or authenticate any of your personal information or Content; Wadaaa believes that you are acting inconsistently with the letter or spirit of Wadaaa's policies, have engaged in improper or fraudulent activity in connection with Wadaaa, or your actions may cause legal liability or financial loss to Wadaaa or other merchants using the Services; your account remains unconfirmed; your account remains inactive for a period of one-hundred-eight (180) days; Wadaaa determines that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to substantially violate our policies or this Agreement; Wadaaa determines that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to Wadaaa, its users or other third parties; or Wadaaa determines, suspect, or is informed that you are selling goods or engaging in acts in violation of the prohibited activities defined below under Section 5 of this Agreement (including, without limitation, selling goods that are counterfeit, illegal, or violate third-party rights).

11. Warranty Disclaimer

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WADAAA (FOR ITSELF AND ITS AFFILIATES AND LICENSORS) EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM WADAAA SHALL CREATE ANY WARRANTY.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WADAAA IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM ANY MATERIALS YOU ACCESS OR DOWNLOAD FROM THE SERVICES.

IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12. Liability Limit

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, WARRANTY, STRICT LIABILITY, OR OTHERWISE) SHALL WADAAA (OR ITS AFFILIATES OR LICENSORS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF WADAAA, ITS AFFILIATES OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.

THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WADAAA SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE SERVICES.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT WADAAA IS LIABLE TO YOU EXCEED (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO WADAAA IN CONNECTION WITH THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WADAAA AND YOU.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU DESPITE THE “GOVERNING LAW” SECTION OF THESE TERMS, THE ABOVE APPLIES ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13. Indemnity

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU RELEASE US AND AGREE TO INDEMNIFY, DEFEND AND HOLD WADAAA, ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR IN ANY WAY RELATED (A) YOUR ACTUAL OR ALLEGED BREACH OF ANY OBLIGATIONS IN THIS AGREEMENT; (B) YOUR PRODUCTS, SERVICES OR CONTENT, INCLUDING, WITHOUT LIMITATION, ANY ACTUAL OR ALLEGED INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS, VIOLATION OF ANY PRIVACY RIGHT OR THIRD-PARTY AGREEMENT, VIOLATION OF ANY APPLICABLE LAWS, RULES, OR REGULATIONS, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE RELATED THERETO; (C) YOUR USE OF THE SERVICES (INCLUDING ANY ACTIONS TAKEN BY A THIRD PARTY USING YOUR ACCOUNT); AND (D) YOUR TAXES (AS DEFINED BELOW). YOU WILL USE COUNSEL REASONABLY SATISFACTORY TO US TO DEFEND EACH INDEMNIFIED CLAIM. IF AT ANY TIME WE REASONABLY DETERMINE THAT ANY INDEMNIFIED CLAIM MIGHT ADVERSELY AFFECT US, WE MAY TAKE CONTROL OF THE DEFENSE AT OUR EXPENSE. YOU MAY NOT CONSENT TO THE ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT OF A CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with your use of the Services, any advertisement, offer or sale of products, services or Content by you on or through or in connection with the Services. This defined term also means any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by Wadaaa or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of products, services or Content and other materials owned by you and stored by Wadaaa, shipping, or other actions by Wadaaa. “Your Taxes,” however, does not include any taxes collected and remitted by Wadaaa as disclosed in the Tax Policy.

14. Insurance

If requested by Wadaaa, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term general commercial, umbrella or excess liability insurance with the limits per occurrence and in aggregate requested by us covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Wadaaa and its Affiliates and assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage.

15. Taxes; Legal Compliance

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that Wadaaa chooses or is required to calculate, collect, and remit taxes according to applicable law.

Notwithstanding or limiting in any way the foregoing, you shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of any Service and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Wadaaa may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

16. Customs Duty and Indirect Taxes

In an effort to remain compliant with respective consumer legislations, we strongly encourage you to maintain good standing with respect to customs and indirect taxes, where applicable.

Due to separate and applicable tax jurisdictions, purchases may be subject to specific sales, customs duty, goods and services taxes (GST) or value-added taxes (VAT), and the shipping time and associated cost may increase.

In an effort to maintain compliance with U.S. or international tax law, Wadaaa may require you to provide a valid indirect tax registration number to sell on our marketplace, and you may be required to remit indirect taxes as the result of conducting business. As a result, we strongly encourage you to consult your own tax experts and register for indirect taxes based on your acts and circumstances.

You agree that you are responsible for all indirect tax collection and payment among all parties of this agreement, unless Wadaaa chooses to collect and remit tax as disclosed in its Tax Policy.

17. Severability

If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of these Terms shall remain in full force and effect.

18. Survival

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any confidentiality obligations, any terms regarding Wadaaa’s ownership or intellectual property rights or any terms regarding disputes between us. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.

19. Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

20. Confidentiality

During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain Wadaaa's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other person or entity; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

21. Use of Wadaaa Transaction Information

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Wadaaa Transaction Information (defined below), except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information; (b) use any Wadaaa Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a person or entity that has ordered your product, service or Content with the intent to collect any amounts in connection therewith or to influence that person or entity to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Wadaaa user. In addition, you may only use tools and methods that we designate to communicate with Wadaaa users regarding transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of products, services or Content. “Wadaaa Transaction Information” means, collectively, order information and any other data or information acquired by you or your Affiliates from Wadaaa, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.

22. Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

23. Relationship of Parties

You and Wadaaa are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on Wadaaa’s behalf. This Agreement will not create an exclusive relationship between you and Wadaaa. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Wadaaa, you, and customers. As between you and Wadaaa, you will be solely responsible for all obligations associated with 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. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

24. Electronic Communications

You agree to receive communications from Wadaaa electronically, such as emails, texts, mobile push notices, or notices and messages on the Services, and to retain copies of these communications for your records. You agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that Wadaaa provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.”

25. Assignment

You agree that Wadaaa may assign all of its rights and duties under this Agreement to an Affiliate of Wadaaa, and in such event, Wadaaa will notify you of such assignment by email or other written notification. You may not assign any of your rights and duties under this Agreement to any other party without the prior express written consent of Wadaaa.

26. Choice of Law

These Terms are governed by and will be construed under the laws of the State of Texas, without regard to the conflicts of laws provisions thereof.

27. Suggestions and Other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us (collectively, “Submissions”), Wadaaa will consider such Submissions to be non-confidential and non-proprietary. Wadaaa shall have no obligations concerning the Submissions, and Wadaaa will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing Submissions in any manner, without any restriction or compensation to you. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

Wadaaa Merchant Tax Policy

The rules and obligations regarding “Marketplace Facilitators” and remote sellers vary from country to country and in the U.S. from state to state. As a result of operating its e-commerce marketplace, Wadaaa has determined that it is considered a “Marketplace Facilitator” and is required to collect and remit VAT/GST or sales taxes on all taxable sales of tangible personal property that it facilitates for delivery to the tax jurisdictions where Wadaaa registered as a “Marketplace Facilitator” on behalf of its merchants in certain countries and U.S. states as indicated below.

For those tax jurisdictions where Wadaaa is not required to collect on behalf of merchants, Wadaaa offers, on a voluntary basis, the ability for merchants to provide information as to which countries and states they are registered to collect VAT/GST or sales taxes. Based on this information, Wadaaa will calculate the relevant VAT/GST or sales taxes and report these back to the merchant for remittance to the tax authorities. Merchants who avail of the Tax Settings service are still ultimately responsible and liable for the accuracy and remittance of applicable VAT/GST and sales taxes due.

It is crucial for calculating the correct VAT/GST or sales taxes that any information provided to Wadaaa by merchants in the Tax Settings should be current and accurate.

Please see this FAQ for more information on how Wadaaa calculates the VAT/GST and sales taxes using the information provided by merchants in their tax settings.

Wadaaa uses this page to communicate its practices and policies regarding transaction taxes calculation, collection, and reporting.

Jurisdictions where Wadaaa is registered as a “Marketplace Facilitator”

  1. United States

As a marketplace facilitator, Wadaaa is required to collect state sales tax on sales in the states made by or on behalf of sellers on the Wadaaa marketplace. Sales made on the Wadaaa marketplace will have state sales tax applied to the cost of the purchase and is collected during the check-out process, generally as a separate line item. Note that the rates applied may vary based on local tax rates. Wadaaa will be responsible for all obligations as the retailer, and required to maintain transaction records. You may want to speak with a tax professional to understand your obligations, if any.

Following is a list of U.S. states where Wadaaa has determined it is required to collect and remit sales tax as a marketplace facilitator:

U.S. States / Territories Effective Date Link

Alabama

4/1/2019

https://revenue.alabama.gov/...

The following municipalities within Alaska:

●       Juneau, City & Borough

●       City of Wasilla

●       Kenai Peninsula Borough

●       City of Kenai

●       City of Homer

●       City of Seldovia

●       City of Soldotna

●       City of Seward

●       City of Borough of Wrangell

●       City of Nome

●       Haines Borough

4/1/2020

http://arsstc.org/...
https://arsstc.org/

The following municipalities within Alaska:

●       City of Adak

●       City of Palmer

●       City of Cordova

●       City of Kodiak

●       City and Borough of Petersburg

5/1/2020

http://arsstc.org/...
https://arsstc.org/

The following municipalities within Alaska:

●       City of Gustavus

●       City of Unalaska

●       City and Borough of Sitka

●       City of Dillingham

●       City and Borough of Yakuta

6/1/2020

http://arsstc.org/...
https://arsstc.org/

The following municipalities within Alaska:

●       City of Craig

●       City of Tenakee Springs

●       City of Saint Paul

7/1/2020

http://arsstc.org/...
https://arsstc.org/

The following municipalities within Alaska:

●       Ketchikan Gateway

●       City of Mountain Village

●       City of Togiak

●       City of Toksook Bay Borough

8/1/2020

https://arsstc.munirevs.com/...
https://arsstc.org/

The following municipalities within Alaska:

●       City of Thorne Bay

●       City of Bethel

9/1/2020

https://arsstc.munirevs.com/...
https://arsstc.org/

The following municipalities within Alaska:

●       City of Houston

●       City of Ketchikan

10/1/2020

https://arsstc.munirevs.com/...
https://arsstc.org/

The following municipalities within Alaska:

●       City of Saxman

12/1/2020

http://arsstc.org/...
https://arsstc.org/

The following municipalities within Alaska:

●       City of North Pole

4/1/2021

http://arsstc.org/...

Arizona

10/1/2019

https://azdor.gov/...

Arkansas

7/1/2019

https://www.dfa.arkansas.gov/...

California

10/1/2019

https://www.cdtfa.ca.gov/...

Colorado*

10/1/2019

http://leg.colorado.gov/...

The following home rule municipalities within Colorado:

●       City of Boulder

●       City of Aurora

●       City of Englewood

●       City of Denver

●       City of Pueblo

●       City of Longmont

●       City of Gunnison

●       City of Glenwood Springs

●       City of Fort Collins

●       City of Arvada

●       City of Colorado Springs

Additional cities will be added to the above list at a later date in compliance with the local tax laws and regulations.

2/1/2021

https://www.cml.org/...
https://www.cml.org/...
https://www.cml.org/...
https://denver.legistar.com/...
https://www.cml.org/...
https://www.cml.org/...
https://www.cml.org/...
https://www.cml.org/...
https://www.cml.org/...
https://www.cml.org/...
https://www.cml.org/...

Connecticut

12/1/2018

https://portal.ct.gov/...

Georgia

4/1/2020

http://www.legis.ga.gov/...

Hawaii

1/1/2020

http://files.hawaii.gov/...

Idaho

6/1/2019

https://tax.idaho.gov/...

Illinois

1/1/2020

https://www2.illinois.gov/...

Indiana

7/1/2019

https://www.in.gov/dor/6744.htm

Iowa

1/1/2019

https://tax.iowa.gov/...

Kentucky

7/1/2019

https://revenue.ky.gov/...

Louisiana

9/1/2020

http://www.legis.la.gov/...

Maine

10/1/2019

https://legislature.maine.gov/...

Maryland

10/1/2019

https://taxes.marylandtaxes.gov/...

Massachusetts

10/1/2019

https://www.mass.gov/...

Michigan

1/1/2020

https://www.michigan.gov/...

Mississippi

8/1/2020

http://billstatus.ls.state.ms.us/...

Minnesota

10/1/2019

https://www.revenue.state.mn.us/...

Nebraska

4/1/2019

http://www.revenue.nebraska.gov/...

Nevada

10/1/2019

https://tax.nv.gov/

New Jersey

5/1/2019

https://www.state.nj.us/...

New Mexico

7/1/2019

http://realfile.tax.newmexico.gov/...

New York

6/1/2019

https://www.tax.ny.gov/...

North Carolina

2/1/2020

https://files.nc.gov/...

North Dakota

10/1/2019

https://www.nd.gov/...

Ohio

9/1/2019

https://www.tax.ohio.gov/...

Oklahoma

1/1/2019

https://www.ok.gov/...

Pennsylvania

6/1/2018

https://www.revenue.pa.gov/...

Puerto Rico

10/1/2020

http://www.tucamarapr.org/...

Rhode Island

7/1/2019

http://www.tax.ri.gov/...

South Carolina

5/1/2019

https://dor.sc.gov/...

South Dakota

3/1/2019

https://dor.sd.gov/businesses/taxes/

Tennessee

10/1/2020

https://www.tn.gov/...

Texas

10/1/2019

https://comptroller.texas.gov/...

Utah

1/1/2020

https://tax.utah.gov/...

Vermont

9/1/2019

https://tax.vermont.gov/...

Virginia

7/1/2019

https://www.tax.virginia.gov/...

Washington

6/1/2018

https://dor.wa.gov/...

Washington D.C.

4/1/2019

https://otr.cfo.dc.gov/...

West Virginia

7/1/2019

https://tax.wv.gov/...

Wisconsin

1/1/2020

https://www.revenue.wi.gov/...

Wyoming

7/1/2019

http://revenue.wyo.gov/

*Excluding Colorado home rule city sales and use tax for home rule municipalities not listed here.

Privacy Policy

This Privacy Policy applies to the shopping sites and apps operated by Wadaaa and its corporate affiliates, and to any other site or service that is operated by Wadaaa and links to it("Services"). This Privacy Policy uses the terms "our" "us" and "we" to refer to Wadaaa Inc. or Wadaaa INC and "you" or "user(s)" to refer to individuals described by the information that Wadaaa collects and uses, such as customers and merchants. Please read this document carefully to learn more about how we collect, use, share and protect information, including information that may describe you personally. This Privacy Policy does not apply to the practices of companies we don't own or control, or people that we don't manage. For example, it does not apply to the use of purchaser shipping information by a merchant. Any capitalized terms we use in this Privacy Policy without defining them have the definitions given to them in the Terms of Use which govern Your use of the Services.

We operate several marketplaces, including Wadaaa, that allow merchants to list items and users to find and purchase items, often at a discount from retail prices. We collect and use purchaser and merchant information, including for payment methods and shipping address, to support these experiences. We also use information to find items that we think will be of interest to buyers and to find the right price for each item.

By using or accessing the Services, you acknowledge that we will collect, use, and share your information as described in this Privacy Policy. You have choices about whether to provide us with information and how we use that information. You may choose not to provide us with information, but your choice(s) may prevent you from using the Services or limit your use of certain features. For example, if you do not provide us with a payment method, you may not be able to make purchases. See Section 7 for more information about your choices.

We're constantly trying to improve our Services, so we may need to update this Privacy Policy. We may update this Privacy Policy to reflect changes in the law, the Services, our companies or advances in technology. We will alert you to a change by placing a notice on the Services or by sending an email. Our use of the information we collect is subject to the Privacy Policy in effect at the time such information is used.

1. Information We Collect & Use

Some of the information we collect is provided by you, some is collected automatically (typically from devices) and some may be collected from other sources.

A. Information You Provide

When you use the Services you often provide information to us, such as when you create an account or a store, make or fulfill a purchase, leave a review, or request customer support. Examples of the information you may provide are:

Name

Email Address

Payment Method or Financial Account Information

Shipping Address

Phone Number

Social network account credentials

B. Information We Collect Automatically

When you use the Services, such as when you visit our sites, and install or use our apps, we automatically collect information about how you use the Services and the devices you use to access the Services. Examples of the information we collect automatically are:

IP Address

Location information - we and our service providers may automatically collect general location information from your computer or mobile device. We will ask your permission before collecting your precise GPS location information.

Social network account and profile data (when you use social login)

Unique Device Identifiers, including MAC Address, Ad IDs, and device attributes, such as operating system and browser type

Usage Data, such as: web log data, referring and exit pages and URLs, platform type, number of clicks, domain names, landing pages, pages and content viewed and the order of those pages, the amount of time spent on particular pages, the date and time you used our Services, the frequency of your use of our Services, error logs, and other similar information.

C. Analytics, Advertising & Technical Data

Analytics - We use Google Analytics or other providers to understand better how individuals and their devices interact with the Services. Learn more about How Google uses data when you visit a partner site or app.

Cookies and Related Technologies. We may use cookies, which are text files containing small amounts of information that are downloaded on your device, or related technologies, such as web beacons, local shared objects and tracking pixels to store or collect information ("Cookies"). Cookies can help us learn about your online activity including on other sites or services.

Ads for Products and Services. We may use services, like Facebook, to serve tailored ads to you about the Wadaaa services, our companies or products we are developing. We may also support or allow the delivery of advertising for the products and services of other companies. We allow ad networks and other participants in the online advertising sector ("Advertisers") to use and access their own Cookies on your computer or other device(s) you use to access our Services. They may also access and use unique device identifiers, such as IDFA. For example:

We may deliver a file to you through the Services (known as a "web beacon") from an ad network. Web beacons allow ad networks to provide anonymized, aggregated auditing, research and reporting for us and for advertisers. Web beacons also enable ad networks to serve targeted advertisements to you when you visit other websites. Because your web browser must request these advertisements and web beacons from the ad network's servers, these companies can view, edit, or set their own cookies, just as if you had requested a web page from their site.

We do not have access to Cookies placed or read by Advertisers, and this Privacy Policy does not govern the use of those cookies and related technologies. See the Choice information in Section 7 for more information.

Third-Party Content, Links, or Plug-Ins.

The Services may have links to third-party websites or apps, which may have privacy policies that differ from our own. We are not responsible for the practices of such sites.

The Services may also offer you the ability to interact with social plugins from social media sites, which may allow us and/or the social media site to receive data from or about you. In some cases, we may know that you clicked on a social plugin, such as a Twitter Follow button, or receive other information from the social media sites. Similarly, if you have previously provided personal information to a third-party operating a plug-in on the Services, then such third-party may recognize you on the Services. Your use of social network plugins is subject to each social media site's privacy policy, which may be different from ours, so please read these policies carefully to understand their policies and your options. As with linked sites, we have no control over the information that is collected, stored, or used by social network plugins, and are not responsible for the practices of such sites.

D. Other Sources

We may gather information, including demographic and statistical information from third parties, such as business partners, marketers, researchers, analysts.     

2. How We Use Information & Lawful Bases

In general, we collect, use and store ("process") your information to provide the Services, to fix and improve the Services, to develop new services, and to market our companies and their products and services. Some specific examples of how we use information are:

Collect payment

Communicate with you - using email, sms, push notifications or platform messaging (like Whatsapp) - about your account or activity or to market product listings, features, or events.

Test changes in the Services and develop new features

Analyze use of the Services and personalize content, including ads and prices

Fix problems you may have with the Services or a particular purchase, including answering support questions and resolving disputes

Prevent, detect, investigate and respond to fraud, unauthorized access/use of the Services, breaches of terms and policies, or other wrongful behavior

Comply with any procedures, laws, and regulations which apply to us, including those that set retention periods

Lawful Bases

For purposes of European data protection law, we normally process personal data where:

we need to perform the contract we are about to enter into or have entered into with you, such as when we process a payment

it is in our legitimate interests (or those of a third party) and your data protection interests and fundamental rights and freedoms do not override those interests, such as when we secure the Services, engage in fraud prevention, and direct marketing

we need to comply with a legal or regulatory obligation

we have your consent to do so. We do not generally rely on consent as a lawful basis for processing your personal data, but you have the right to withdraw consent to marketing at any time by contacting us

Other Uses

We may combine the information we collect ("aggregate") or remove pieces of information ("de-identify") to limit or prevent identification of any particular user or device, which can help support our research and marketing efforts. This Privacy Policy does not apply to our use of such aggregated or de-identified information.

3. Location of Data Processing - United States and elsewhere

Information that we collect and use is normally processed outside of Europe. By using the Services you:

Acknowledge that your information will be processed as described in this Privacy Policy; and

Consent to having your information transferred to our affiliates and facilities in the United States or elsewhere or to facilities of third parties with whom we share information as described in this Privacy Policy.

4. Retention of Personal Data/Information

We keep your information for the time period required to complete the purposes for which it is processed or satisfy legal retention requirements. The length of time for which we retain information depends on the purposes for which we collected and use it or the requirements of applicable laws.

5. Information Sharing

We do not rent, sell or share information except as described in this Privacy Policy. We may share your information as described in this section:

Agents/Service Providers

We employ other companies and people to perform tasks on our behalf and need to share information with them so they can perform tasks and services. For example, we may use a payment processing company to receive and process your payment when you make a purchase using the Services or we may use a cloud services provider to store data.

Affiliates

We may share your information with other companies under common ownership or control with Wadaaa Inc. These companies use your information as described in this Privacy Policy.

Merchants & Users

Information about merchants and users (purchasers) is shared in certain contexts. For example, merchant store information is made available to users and user reviews of a store are made available to merchants and other users. Also, when users complete a purchase using the Services, we normally share information needed to fulfill the purchase, such as shipping address and phone number, with the seller (usually a merchant) and its service provider(s), such as a shipping company. Information shared with sellers and their service providers is subject to their own policies.

Advertisers

We allow advertisers, including merchants ("Advertisers"), to choose the types of users who will see their advertisements or promotional offers based on demographic information about our users. We might allow Advertisers to display their ads to users with similar usage patterns or similar geographic locations. If an advertiser asks us to show an ad to a certain audience or audience segment and you respond to that ad, the advertiser may conclude that you fit the description of the audience they were trying to reach.

With Other Users:

Any information you may disclose on the Services, in blogs, on message boards, in chat rooms, or on other public areas on the Services or other third-party websites or apps that the Services may link to, becomes public information accessible to other users and visitors. Please exercise caution when disclosing personal information in these public areas.

Certain user profile information, including your name, photo, location, purchase history, items on your wishlist, reviews you have written (including any photos you upload with such reviews), and the list of people you follow or that follow you, may be displayed to other users to facilitate user interaction within the Services or address your request for our services. Please remember that any content you upload to your public user profile, along with any personal information or content that you voluntarily disclose online in a manner other users can view (on discussion boards, in messages and chat areas, etc.) becomes publicly available, and can be collected and used by anyone. Your user name may also be displayed to other users if and when you send messages or comments or upload images or videos through the Services and other users can contact you through messages and comments. Additionally, if you sign into the Services through a third party social networking site or service, such as Facebook, your list of "friends" from that site or service may be automatically imported to the Services, and such "friends, " if they are also registered users of the Services, may be able to access certain non-public information you have entered in your Services user profile. Again, we do not control the policies and practices of any other third party site or service.

Business Transfers

We may choose to buy or sell assets and may share or transfer user information (including personal information) in connection with the evaluation of and entry into such transactions. Also, if we (or our assets) are acquired, or if we go out of business, enter bankruptcy, or go through some other change of control, user information could be one of the assets transferred to or acquired by a third party.

Legal Requirements, Protection of Wadaaa and Others

We reserve the right to access, read, preserve, and disclose any information that we in good faith believe is necessary to comply with law or court order; enforce or apply our Terms of Use and other agreements; or protect the rights, property, or safety of Wadaaa, our employees, our users, or others.

Consent

We may share your information in other ways if you have asked us to do so or have given consent.

6. Security

Accounts are protected by a password for your privacy and security. If you access your account via a third party site or service, such as Facebook, you may have additional or different sign-on protections via that third party site or service. We recommend that you choose an appropriate password, safeguard your password and limit access to the devices on which you access your account.

We use reasonable organizational and technical measures intended to protect the privacy of your account and personal information we use or store, but the Internet and our Services are not 100% secure. We cannot guarantee complete privacy or security for the information that you provide or that we collect.

7. Choices & Rights

Access, Review, Correct

Through your account "Configuration, " you are able to access, edit or delete information you've provided to us, including:

name and password

email address

physical address

location

phone number

gender

billing information

user profile information, including images and videos you have uploaded to the Services

The information you can view, update, and delete may change as the Services change. If you have any questions about viewing or updating information we have on file about you, please contact us at support@wadaaa.com.

Marketing Communication Opt-out

To opt-out of marketing communications you can use any of the following methods.

Electronic Promotional Offers. If you do not want to receive emails from us regarding special promotions or offers, you may (1) follow the unsubscribe options at the bottom of each email; or (2) contact us at support@Wadaaa.com and provide your email address along with the name of the newsletter from which you would like to unsubscribe.

Mobile Promotional Offers: When you provide us with your mobile number for marketing purposes, we may send you certain marketing alerts via text message. Standard data and message rates will apply. If you no longer wish to receive mobile alerts from us, you can follow the instructions provided in those messages or otherwise reply STOP to any alert we send.

Push Notifications: When you use the App, you may receive push notifications. If you prefer not to receive push notifications, you may adjust your settings on your mobile device to control whether you want to receive these alerts.

Location Information

If you do not want us to see or access your device location, you can turn off location sharing on your device, change your device privacy settings, or decline to share location on your browser.

Cookies, Analytics & Ads

You may be able to opt-out of certain web beacon tracking and other Cookie activity by adjusting the settings on your browser, including Do Not Track settings.

To opt-out of Google Analytics you can install the Google Analytics Opt-out Browser Add-on.

To exercise choices for tailored advertising, please visit the following sites. If you opt-out, you may still receive advertising content, but it will not be tailored to you.

Network Advertising Initiative (NAI) - You may use the NAI opt out tool here, which will allow you to opt out of seeing personalized ads from NAI member companies.

Digital Advertising Alliance (DAA) - You may opt out of receiving personalized ads from certain companies that perform ad targeting services, using the DAA website here.

European Interactive Advertising Digital Alliance (EDAA) - You can learn more about online advertising and opt out at the Your Online Choices website.

For your mobile devices, please read your operating system's instructions for complete instructions.

iOS 7 or Higher: Go to your Settings > Select Privacy > Select Advertising > Enable the "Limit Ad Tracking" setting

For Android devices with OS 2.2 or higher and Google Play Services version 4.0 or higher: Open your Google Settings app > Ads > Enable "Opt out of interest-based advertising"

Deactivate Account

To close your account, you can contact us at support@wadaaa.com or contact us via the Wadaaa Marketplace chat section.

Rights

If our processing of your personal data is covered by European data protection law, you typically have certain rights, including:

You can access and review information associated with your account at any time through the "Settings" page or tab. You also can request the following information: how we collect and use your information and why; the categories of personal data involved; the categories of recipients of your personal data; how we received your personal data; and how long we use or store your personal data or the manner in which we determine relevant retention periods.

You also have a right to correct your personal data. In certain situations, you can ask that we stop using your information or erase it or export it. You may also have a right to object to additional processing of your personal data.

Where we rely on your consent to process your personal data, you have the right to not give your consent or (if you have provided consent) to withdraw consent at any time. Withdrawing consent will not affect the lawfulness of processing prior to the withdrawal. At any time, you can request that we stop using your information for direct marketing purposes.

You have a right to raise questions or complaints with us as described below or with your local data protection authority at any time.

Complaints

We are committed to resolving valid complaints about your privacy and our collection or use of your personal data or information. For questions or complaints regarding our data use practices or Privacy Policy, please contact us using the email address listed in Section 10 of this Privacy Policy. If you are located in the EU, you:

may contact Wadaaa  data protection officer by emailing support@wadaaa.com;

also have the right to lodge a complaint with the, the lead supervisory authority for the processing of Personal Data of individuals located in the.

8. Children's Privacy

We do not knowingly collect or solicit "personal information" (as defined by the U.S. Children's Online Privacy Protection Act) from anyone under the age of 13. If you are under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn that we have collected personal information from a child under age 13, we will delete that information. If you believe that a child under 13 may have provided us personal information, please contact us at support@Wadaaa.com.

For residents of the EU and Switzerland, where processing of personal data is based on consent, we will not knowingly engage in that processing for users under the age of consent established by applicable member or data protection law. If we learn that we are engaged in that processing with such users, we will halt such processing and will take reasonable measures to promptly remove applicable information from our records.

If you are 13 or older, but have not reached your country's age of majority (i.e. able to enter a contract), you should use the Services with permission from your parent(s) or guardian(s).

9. Do Not Track & California Shine the Light

Do Not Track Policy

Your browser may offer you a "Do Not Track" option, which allows you to signal to operators of websites and web applications and services (including behavioral advertising services) that you do not want your online activities tracked over time and across different websites. Our Services do not support Do Not Track requests currently, which means that we collect information about your online activity both while you are using the Services and after you leave our Services.

California Residents

If you are a California resident, you may ask for a list of third parties that have received your information for direct marketing purposes during the previous calendar year. This list also contains the types of information shared. We provide this list at no cost. To make such a request, contact us at support@wadaaa.com.

10. Contact Information

If you have any questions or concerns regarding this Privacy Policy or Wadaaa's use of your data, please send a detailed message to support@wadaaa.com. You may also write to us at:

Wadaaa Inc., 25600 Westheimer Parkway STE 110, Katy, TX 77494

 November 24, 2021

Fees and Payments

* If you are a Wadaaa Local Retailer, please refer to Local Retailersbelow for the Fees and Payments terms related to your agreement with Wadaaa.

Fees:

Depending on the terms noted within the merchant’s Wadaaa account or the terms of any other agreement the merchant may have with Wadaaa, Wadaaa will either take a percentage or a set amount of the list price provided to Wadaaa by the merchant when an item sells.

Should the merchant use additional services or product features related to the sales of items through or in connection with Wadaaa’s services (e.g., Fulfillment By Wadaaa, etc.), these services or product features may be subject to certain additional or different fees as communicated by Wadaaa. In the event Wadaaa introduces a new service or product feature related to the sales of items through or in connection with Wadaaa’s services, the fees for that service or product feature will be effective upon the launch of the service or product feature.

All fees are quoted in the manner described in Merchant Policy 11 - Currency.

In certain situations, including but not limited to a void or invalid transaction, Wadaaa may issue a debit to a merchant’s billing statement for the applicable fees.

Except as set forth in the Merchant Terms of Service or the Tax Policy, you are responsible for paying all fees and applicable taxes associated with using and selling on Wadaaa.

9.2Payments

Provided the merchant is in compliance with the Terms of Service and other Wadaaa policies, and excluding any amounts due to refunds to customers, fees applied to merchant accounts, penalties issued against the merchant, discretionary advances or advances made through payment processors, or other charges or amounts that Wadaaa is entitled to offset against the merchant (collectively, the “Charges”), the merchant shall be paid the amounts noted below.

9.2.1Payment Amounts

Depending on the terms noted within the merchant’s Wadaaa account or the terms of any other agreement the merchant may have with Wadaaa, when an item sells, Wadaaa will pay the merchant either a percentage (the remaining percentage retained by Wadaaa is called the "revenue share" percentage) or a set amount of the listed product price plus the listed shipping price (combined) as provided to Wadaaa by the merchant. This information is available to the merchant in theConfiguration page..

Payments will be a net amount reflecting the merchant’s prices (listed product price and listed shipping price) less any Charges.

Unless otherwise agreed upon between Wadaaa and the merchants, merchants are subject to the following tiered revenue share structure, effective November 24, 2021 7:00PM UTC:

5% revenue share on Wadaaa Express orders (across all product categories) bound for non-North American destinations.

10% revenue share on Wadaaa Express orders (across all product categories) bound for North American destinations.

10% revenue share on non-Wadaaa Express orders (across all destinations) for Household Supplies products.

25% revenue share on non-Wadaaa Express orders (across all destinations) for Sex Toys products.

15% revenue share on non-Wadaaa Express orders (across all product categories except for Household Supplies or Sex Toys) shipped within the European Union (i.e., from and to the EU), ONLY if the merchant falls within one of the following groups: EU domiciled, or Non-EU domiciled with an EU establishment

22% revenue share on all other non-Wadaaa Express orders (across all product categories except for Household Supplies or Sex Toys) bound for EU destinations.

15% revenue share on non-Wadaaa Express orders (across all product categories except for Household Supplies or Sex Toys) bound for non-EU destinations.

9.2.2Order Payment Eligibility

Your shipped orders will be eligible for payment as set out below or as otherwise communicated to you by Wadaaa. Without limiting any other remedies, Wadaaa may unilaterally decide to delay the remittance and withhold any amount payable to you until receiving the confirmation of delivery. Orders that cannot be confirmed as fulfilled either by your tracking data or through our internal systems may be ineligible for payment. Wadaaa will pay you for your eligible orders twice per month.

An order is eligible for payment as soon as the tracking carrier confirms the order as delivered or, if the order is not subject to the Merchant Policy 5.4 - Confirmed Delivery Policy, 5 calendar days after the customer confirms delivery if the order is confirmed fulfilled by a tracking carrier within 30 calendar days from the order released time.

Orders are also eligible for payment faster depending on the tier of the carrier used to ship the order.

Tier 1: as soon as tracking carrier confirms Wadaaa Express order as delivered or 45 calendar days after the order was confirmed fulfilled by the carrier

Tier 2: 45 calendar days after order was confirmed fulfilled with a Tier 2 carrier

Tier 3: 75 calendar days after order was confirmed fulfilled with a Tier 3 carrier

Tier 4: 90 calendar days after order was confirmed fulfilled with a Tier 4 carrier

If an order is shipped with a carrier not listed in the Routing Guide and is not confirmed delivered, it is eligible for payment 90 calendar days after the order was confirmed fulfilled by the carrier.

Orders must be confirmed fulfilled by the carrier within 30 calendar days from order release time to be eligible for payment. Merchants are allowed to dispute the order payment eligibility via the order tracking dispute tool. The order payment eligibility can only be disputed and approved within 90 calendar days from when the order was released to the merchant. If the order tracking dispute is not approved within the90 calendar day period from when the order was released to the merchant, the order will not be eligible for payment.

For Advanced Logistics orders:

For stores with Silver, Gold, or Platinum Merchant Standing at the time the order is released to the merchant, Advanced Logistics Program orders may become eligible for payment 20 calendar days after the order is confirmed fulfilled by the tracking carrier. Learn more

For orders of certain high-performing products:

For stores with Silver, Gold, or Platinum Merchant Standing at the time an order for certain high-performing products is released to the merchant, the order may become eligible for payment 20 calendar days after the order is confirmed fulfilled by the tracking carrier.

An order is confirmed fulfilled when the package receives its first tracking scan from the carrier.

An order is confirmed delivered when either the tracking carrier confirms delivery or the customer confirms delivery.

9.2.3Account Payment Eligibility

An account is eligible to receive payments if the following required features are enabled:

Two Factor Authentication (Required for all merchant accounts)

If an account does not have the required features enabled, payments will be withheld for the account. Once these required features are enabled, the account will receive payment on their next scheduled payment date.

9.2.4 FBW (Fulfillment by Wadaaa) Order Payment Eligibility

FBW (Fulfillment By Wadaaa) orders will be eligible for payment within 48 hours from the date the order is marked “shipped”.

9.2.5 Disbursements

Wadaaa generally will disburse payments to merchants for their eligible transactions twice per month. This disbursal schedule may change, at Wadaaa’s reasonable discretion, if (a) the merchant is not in compliance with the Terms of Service or these Fees and Payment policies, (b) the merchant changes its payment provider during a payment cycle, (c) the merchant is involved in a third-party claim, legal proceeding, or governmental inquiry related to the merchant’s use of the Services, (d) Wadaaa reasonably suspects that the merchant account has security vulnerabilities, has been hacked, or otherwise has been compromised, or (e) Wadaaa has communicated a different disbursal schedule to the merchant. Upon making a payment disbursal to the merchant, it may take 5 - 7 business days for the funds to arrive in your merchant or your provider’s account.

Merchants' account balances available for disbursal are estimates based, in part, on certain information made available to Wadaaa. Wadaaa cannot guarantee that the disbursal amount made to the merchant will be identical to the amount visible to the merchant displayed as its account balance within its account, and Wadaaa shall not be liable for any discrepancy between these two amounts.

9.3Wadaaa Local Retailer Fees and Payment Terms

* Section 9.3 is only applicable to Wadaaa Local Retailers.

9.3.1Order Payment Eligibility

If a Wadaaa Local Retailer sells an item on Wadaaa (each sale a “‘Sell On Wadaaa’ Transaction”) as a Wadaaa merchant, such ‘Sell On Wadaaa’ Transaction will be eligible for payment as set out below or as otherwise communicated to the merchant by Wadaaa. Without limiting any other remedies, Wadaaa may unilaterally decide to delay the remittance and withhold any amount payable to the merchant until receiving the confirmation of fulfilled pickup and passing the 30-day customer refund window. ‘Sell on Wadaaa’ Transactions that cannot be confirmed as picked up either by the merchant’s Wadaaa Local account or through our internal systems may be ineligible for payment. Wadaaa will pay the merchant for its eligible ‘Sell On Wadaaa’ Transactions twice per month.

Each ‘Sell On Wadaaa’ Transaction requires the merchant to confirm the customer pickup in its Wadaaa Local application. In the event that a ‘Sell On Wadaaa’ Transaction is not confirmed, Wadaaa has no obligation to pay the merchant for such ‘Sell On Wadaaa’ Transaction.

Once the customer picks up the customer’s order, the customer will have 15-days to request a refund for a ‘Sell On Wadaaa’ Transaction. Once the order clears the 15-day refund window, the ‘Sell On Wadaaa’ Transaction will become eligible for payment on the immediate following payment cycle.

9.3.2Fees

Depending on the terms noted within the merchant’s Wadaaa account or the terms of any other agreement the merchant may have with Wadaaa, Wadaaa will either take a percentage or a set amount of the list price provided to Wadaaa by the merchant when an item sells.

Should the merchant use additional services or product features related to the sales of items through or in connection with Wadaaa’s services (e.g., ProductBoost, Fulfillment by Wadaaa, etc.), these services or product features may be subject to certain additional or different fees as communicated by Wadaaa. In the event Wadaaa introduces a new service or product feature related to the sales of items through or in connection with Wadaaa’s services, the fees for that service or product feature will be effective upon the launch of the service or product feature. Unless otherwise stated, all fees are quoted in US Dollars (USD).

In certain situations, including but not limited to a void or invalid transaction, Wadaaa may issue a debit to a merchant’s billing statement for the applicable fees.

Except as set forth in the Merchant Terms of Service or the Tax Policy, you are responsible for paying all fees and applicable taxes associated with using and selling on Wadaaa.

9.3.3Payments

Provided the merchant is in compliance with the Terms of Service and other Wadaaa policies, and excluding any amounts due to refunds to customers, fees applied to merchant accounts, penalties issued against the merchant, discretionary advances or advances made through payment processors, or other charges or amounts that Wadaaa is entitled to offset against the merchant (collectively, the “Charges”), the merchant shall be paid the amounts noted below.

9.3.3.1Payment Amounts

Depending on the terms noted within the merchant’s Wadaaa account or the terms of any other agreement the merchant may have with Wadaaa, when an item sells, Wadaaa will pay the merchant either a percentage or a set amount of the listed product price plus the listed shipping price (combined) as provided to Wadaaa by the merchant. This information is available to the merchant in the Configuration.

Payments will be a net amount reflecting the merchant’s prices (listed product price and listed shipping price) less any Charges.

9.3.3.2 Disbursements

Wadaaa generally will disburse payments to merchants for their eligible transactions twice per month. This disbursal schedule may change, at Wadaaa’s reasonable discretion, if (a) the merchant is not in compliance with the Terms of Service or these Fees and Payment policies, (b) the merchant changes its payment provider during a payment cycle, (c) the merchant is involved in a third-party claim, legal proceeding, or governmental inquiry related to the merchant’s use of the Services, (d) Wadaaa reasonably suspects that the merchant account has security vulnerabilities, has been hacked, or otherwise has been compromised, or (e) Wadaaa has communicated a different disbursal schedule to the merchant. Upon making a payment disbursal to the merchant, it may take 5 - 7 business days for the funds to arrive in your merchant or your provider’s account.

Merchants' account balances available for disbursal are estimates based, in part, on certain information made available to Wadaaa. Wadaaa cannot guarantee that the disbursal amount made to the merchant will be identical to the amount visible to the merchant displayed as its account balance within its account, and Wadaaa shall not be liable for any discrepancy between these two amounts.

Policy Overview

November 24, 2021

Our policies help build and maintain customer trust in Wadaaa’s international marketplace, so we can continually connect your products with customers worldwide. If you follow these policies, your store can participate in various programs offered on Wadaaa.


 1)  Merchants provide Wadaaa truthful and accurate information at all times

Merchants provide Wadaaa truthful and accurate information at all times Merchants are expected to be truthful and accurate when entering information into the Wadaaa platform. Product listings should be truthful and accurate, this includes but not limited to images, inventory, pricing. Product images should depict the product being sold accurately. The product description should not include conditions that are different from the product image.

2)  Merchants should ensure orders are delivered to the customer as fast as possible

Customers expect to get what they ordered promptly. Merchants should ensure the customers receive what they ordered as quickly as possible.

Accomplish this by:

1.  Fulfilling orders quickly.

2.  Using reliable and efficient shipping methods.

1 Registration

November 24, 2021

1.1Information provided at registration must be true and correct

Information provided at registration must be accurate, true, and correct. This includes, but is not limited to, merchant identity, identification document(s), and merchant’s country of domicile.

If Wadaaa suspects the information provided by a merchant during a merchant’s registration process is inaccurate, false, or incorrect, the merchant’s account may be at risk of suspension, funds withholding or freeze, user ban, account termination or ban, or other account use or access restriction, and any payments that may be due to a merchant may be forfeited or withheld by Wadaaa until and unless the merchant has provided proof that the merchant’s registration information is accurate, true, and correct, including, but not limited to, proof of the merchant’s identity, business incorporation or registration documents, government issued identification document(s), and/or other proof of the merchant’s country of domicile.

Furthermore, if any promotions or business terms that Wadaaa offers to a merchant is based on inaccurate, false, or incorrect registration information provided by a merchant, Wadaaa may recover from the merchant (via an offset, fund forfeiture, or otherwise) any amounts that Wadaaa would have otherwise received had it not offered the merchant the promotion or business term based on the inaccurate, false, or incorrect registration information provided by a merchant.

The above policy takes full effect starting

November 24, 2021.

1.2Each entity may have one account only

If any company or person has multiple accounts all accounts risk suspension.





 

1.3Merchants must properly safeguard customer data

Failing to properly safeguard personal customer information and data may result in higher penalties, suspension, and/or termination.

Examples of improper safeguarding of customer information and data include, but are not limited to:

●   Improperly exposing names and addresses of customers to outside parties

●   Posting API tokens publicly

●   Sharing passwords to accounts


 

 


 

2Listing Products


 

November 24, 2021


 

2.1Information provided during product upload must be accurate

If a merchant provides inaccurate information about the product they are listing, the product could be removed and the account could face penalties or suspension.

2.2Counterfeit products are strictly prohibited on Wadaaa

Listing counterfeit products on Wadaaa is not tolerated. If a merchant lists counterfeit products for sale, the products will be removed and their account will face penalties and possible suspension.

2.3Products and listings may not infringe on the intellectual property of others

Products and listings may not infringe on the intellectual property of others. This includes, but is not limited to: copyright, trademarks, and patents. Merchants are responsible for ensuring that their products and listings do not infringe and are encouraged to do an IP clearance check before listing products. If a merchant repeatedly lists products that infringe on others’ intellectual property, the products will be removed and their account will face possible penalties of $500.00 or more and/or suspension.

If a merchant continues to repeatedly infringe on the intellectual property rights of others, their account is at risk of higher penalties, suspension and/or termination.

The penalty can only be disputed and approved within 45 calendar days from when the penalty was created. If the penalty dispute is not approved within the 45 calendar day period from when the penalty was created, the penalty will not be reversed.

2.4 Product listings may not refer customers off of Wadaaa

If a merchant lists a product which encourages customers to leave Wadaaa or contact a store outside of Wadaaa, the product will be removed and the account risks suspension.

2.5Listing duplicate products is prohibited

Listing the same product multiple times is prohibited. Products of the same size should be listed as one product. Duplicate products should not be uploaded. If a merchant uploads duplicate products the products will be removed and the account risks suspension.

2.6Modifying a product listing from its original product to a new product is forbidden

If a merchant changes a product listing into a new product, the product will be removed, the account will be penalized up to $30.00*, and the account will be at risk of suspension.

The penalty can only be disputed and approved within 90 calendar days from when the penalty was created. If the penalty dispute is not approved within the 90 calendar day period from when the penalty was created, the penalty will not be reversed.

2.7 Prohibited product listings will be penalized

As a merchant on Wadaaa you are responsible for ensuring the legal compliance of your products in the regions you ship to and ship from. If a product listing is detected to not comply with Wadaaa’s Prohibited Product Listings policies, the merchant may be penalized and the product listing may be taken down. Penalties range from a). $10.00 per violating product to b). $250.00 per violating product plus the total order value for all orders generated by the violating product during its lifetime, depending on the severity of the violation. In addition, the merchant’s account may be suspended for selling prohibited products.

Order value is defined as 'quantity * (merchant price + merchant shipping)'.

If a package is found to contain a product that does not comply with all applicable laws, including customs regulations for the origin country (i.e. location of export) or destination country (i.e. location of import), merchants may be penalized for the actual costs incurred by the carrier to destroy the product.

The penalty can only be disputed and approved within 45 calendar days from when the penalty was created. If the penalty dispute is not approved within the 45  calendar day period from when the penalty was created, the penalty will not be reversed.

2.8 A product listing may not include different products of high variance

If a merchant includes different products of high variance in one listing, the product will be removed and the account risks suspension.

High variance products refer to the following:

●   Products that are fundamentally different from each other

●   Products that require completely different product description

●   Products that cannot both be described by a single product title

●   One product is another product’s accessory

●   A customer would not expect to find the products together on the detail page

We reserve the right to remove products that violate this product variance policy.

2.9Extreme price variance within one product listing is prohibited

Merchants may set the maximum variation price to be up to $20.00 more than the minimum variation price. A product listing that does not adhere to the price variance policy will be removed and the account risks suspension.

We reserve the right to remove products that violate this pricing variance policy.

If you have this need for legitimate reasons, please contact your Account Manager or Merchant Support at support@Wadaaa.com.

2.10Product listings that are detected to be misleading will be penalized

If a product listing or a product variation is detected to be misleading, the merchant may be penalized up to $250.00* if there were orders placed in the last 30 calendar days from when the product or variation was detected as misleading. Merchant may also be responsible for 100% of any future refund on an order placed on the detected misleading product or variation.

If a merchant is found to violate this policy multiple times, the merchant may then be subject to other penalties, including decreased impressions, payment withholding, account suspension, or account termination.

Merchants are allowed to dispute these penalties.

The penalty can only be disputed and approved within 45 calendar days from when the penalty was created. If the penalty dispute is not approved within the 45 calendar day period from when the penalty was created, the penalty will not be reversed.



 

2.12Manipulated Reviews and Ratings Policy

Wadaaa strictly prohibits any attempt to manipulate customer reviews and/or ratings, and expressly prohibits compensated reviews and/or ratings. Any reviews and/or ratings generated by the merchants directly or indirectly are also prohibited. Orders that are found to have been affected by manipulated reviews and/or ratings are subject to be penalized up to $10.00* per affected order.

Order value is defined as ‘quantity * (merchant price + merchant shipping)’.


 

2.13 Product Reference Price Policy

Listings include a field for a comparison or reference price (“MSRP Field”). Merchants are not required to provide a value for the MSRP Field. If Merchants choose to provide a value for the MSRP Field (a “Reference Price”), each Reference Price must comply with this Policy. A Reference Price must be truthful and not misleading. And Merchant may only include a Reference Price in a Listing if that dollar figure is an actual reference price of the item, which means it is either: (a) the Manufacturer’s Suggested Retail Price (MSRP) or similar list price of the product; or (b) the price at which the item was recently offered for sale and for a reasonable period of time.


 

2.14Price Gouging Policy

Manipulative pricing strategies are detrimental to the customer experience and are not permitted on Wadaaa. Merchants found to be setting prices significantly higher than reasonable market value for certain products may be penalized up to $200.00* per listing. These penalties may be disputed.


 

* This amount may be calculated in the merchant’s local currency and/or be subject to Merchant Policy.


 

 


 

3 Product Promotion

November 24, 2021

Wadaaa may promote a product at any time. If a product's pricing, inventory, or details are inaccurate the merchant risks exposing themselves to the following policies.

3.1Extreme price increases within one promoted product listing are prohibited

Merchants may increase prices for both promoted and non-promoted products (product price and/or shipping price) by$10.00* or up to 100%, whichever is greater, within a 1-week period. For a given promoted product, this price restriction applies independently to the product price and shipping price.

3.2Inventory cannot be lowered on promoted products, except within an acceptable range

Inventory cannot be lowered on promoted products, except within an acceptable range.

Merchants may decrease a promoted product's inventory levels every 14 calendar days by up to 50% or 5, whichever is greater.

These inventory changes may be applied on a warehouse-by-warehouse level.


 

* This amount may be calculated in the merchant’s local currency and/or be subject to Merchant Policy.


 

 


 

4 Intellectual Property

November 24, 2021

Wadaaa has a strict policy against counterfeits and intellectual property infringement.

If Wadaaa determines (in its sole discretion) that you are selling counterfeit goods, you agree that, without limiting any of Wadaaa’s rights under this Agreement or at law, Wadaaa may (in its sole discretion) suspend or terminate your selling privileges or cause payments to you to be withheld or forfeited.

4.1Selling counterfeit products is strictly prohibited

Selling products which mimic or allude to the intellectual property of others is prohibited. If a merchant lists counterfeit products, the products will be removed and their account faces penalties and possible suspension.

4.2Selling products which infringe on another entity's intellectual property is prohibited

Product images and text may not infringe on the intellectual property of others. This includes, but is not limited to: copyright, trademarks, and patents. If a merchant lists products which infringe on the intellectual property of others, the products will be removed and their account faces penalties and possible suspension.

4.3Proof of authorization to sell a product is the burden of the merchant

If a product is counterfeit or infringes on intellectual property, it is the burden of the merchant to provide proof they are authorized to sell the product.

4.4Providing inaccurate or misleading proof of authorization to sell is prohibited

If a merchant provides inaccurate or misleading proof of their authorization to sell a product, their account will be suspended.

4.5Penalties for counterfeit or intellectual property infringement

All products are reviewed for counterfeit and intellectual property infringement. If a product is found to violate Wadaaa's policy, it will be removed and all payments will be withheld. The merchant may be penalized up to $10.00* per counterfeit product. The penalty can only be disputed and approved within 90 calendar days from when the penalty was created. If the penalty dispute is not approved within the 90 calendar day period from when the penalty was created, the penalty will not be reversed.

4.6Counterfeit penalties for approved products

Approved products are reviewed again for counterfeit and intellectual property infringement after the merchant changes the product name, product description or product images.  During review, the product will be available for sale. If the product is found to violate Wadaaa's policy after the edit, the product will be removed and all payments will be withheld. The merchant account may receive possible penalties and/or suspension.

* This amount may be calculated in the merchant’s local currency and/or be subject to Merchant Policy.


 

 


 

5-Fulfillment

November 24, 2021

Fulfilling orders promptly and accurately is the number one priority of a merchant receiving sales.

5.1All orders must be fulfilled in 5 calendar days

If an order is not fulfilled in 5 calendar days after the order is released to the merchant, it will be auto-refunded and the associated product may be disabled. The merchant will be penalized $50.00* per auto-refunded order in this case.

5.2If a merchant has an extremely high number of orders refunded by Merchant Policy 5.1, their account will be suspended

Auto-refund ratio is the number of orders automatically refunded due to Merchant Policy 5.1 over the number of orders received. If this ratio is extremely high, the account will be suspended.

5.3If a merchant's fulfillment rate is extremely low, their account will be suspended

Fulfillment rate is the number of orders fulfilled over the number of orders received. If this rate is extremely low, their account will be suspended.

5.4 Orders that qualify for the Confirmed Delivery Policy must be shipped with one of our Confirmed Delivery carriers that provide last mile tracking.


 

5.5Orders that are not confirmed fulfilled by the carrier within the designated amount of time after order released date will be penalized

If an order is not confirmed fulfilled by the carrier within the following designated amount of time after the order is released, the merchant will be penalized 20% of the order value, or $1.00*, whichever is greater:

●   Orders where (merchant price per item + shipping price per item) is less than $100.00* that are not confirmed fulfilled within 168 hours of the order being released will be penalized.

●   Orders where (merchant price per item + shipping price per item) is greater than or equal to $100.00* that are not confirmed fulfilled within 336 hours of the order being released will be penalized.

Order value is defined as ‘quantity * (merchant price + merchant shipping)’.

An order's penalty for late confirmed fulfillment will be reversed if the order is confirmed delivered by the carrier within X calendar days from the order released time. However, the penalty will not be reversed if the merchant updates the tracking number for any reason.

'X' varies by country,

The penalty can only be disputed and approved within 45 calendar days from when the penalty was created. If the penalty dispute is not approved within the 45 calendar day period from when the penalty was created, the penalty will not be reversed.


 

5.6 Orders that are fulfilled with fake tracking numbers will be penalized

If at any time a merchant provides a tracking number found to be fake, the merchant may be subject to penalties. The penalty amount issued will reflect order value plus $500.00*.

Order value is defined as 'quantity * (merchant price + merchant shipping)'.

The penalty can only be disputed and approved within 90 calendar days from when the penalty was created. If the penalty dispute is not approved within the 90 calendar day period from when the penalty was created, the penalty will not be reversed.


 

5.7 Deceptive Fulfillment Policy

Orders that are fulfilled deceptively are subject to decreased impressions for your store and a penalty of $15,000.00* per incident.



 

5.8 Order Cancellation Penalty Policy

If an order is found to have been cancelled or refunded prior to confirmed fulfillment, the merchant will be penalized $50.00* per violating order.

Merchants are allowed to dispute these penalties within 3 business days after a penalty statement is generated.


 

5.9 Requirements for fulfilling and delivering less-than-truckload orders

If your large parcel products require LTL (less-than-truck-load) transportation using freight shipping, the following policies apply. Failing to abide by these policies may prevent orders from being eligible for payment and may result in the merchant incurring certain penalties:

●   Merchants are encouraged to ship an LTL order within 5 calendar days after receipt of such order, and have up to 14 days after such order’s release to mark the LTL order as shipped. An LTL order not marked as shipped within 14 calendar days will be considered a late fulfillment and will be auto-refunded. Repeated late fulfillments may result in certain penalties as communicated by Wadaaa to merchants.

●   Merchants must select carriers that ensure the timely delivery of LTL orders, and Wadaaa will assist with communicating to customers the delivery service types offered by the merchants.

●   Merchants must provide the delivery service level specified to the customer at the time of purchase. Below are the delivery service levels and their definitions:

o   Curbside delivery: carriers will bring the parcel onto the sidewalk at the customer’s address.

o   Delivery inside the nearest entrance: carriers will bring the parcel inside the nearest ground level entrance.

o   Delivery to the room of choice: carriers will bring the parcel to the room of the customer’s choice.

o   Whiteglove delivery: carriers will bring the parcel to the room of the customer’s choice, remove the outer package, and set up the product based on the customer’s needs.

●   If an LTL order is not confirmed fulfilled by the carrier tracking, the order may be ineligible for payment, and the merchant may be subject to certain penalties as communicated by Wadaaa to the merchant. Merchants may dispute such penalty by providing evidence that the LTL order was fulfilled.

●   Merchants must provide Wadaaa with confirmation of an LTL order’s delivery if an LTL order is not confirmed fulfilled by carrier tracking within 2 days after the merchant marks the LTL order as shipped. Such confirmation of an LTL order’s delivery must be in the form of a delivery receipt or a carrier tracking link that indicates the delivery of the order.



 

6.Customer Support

November 24, 2021

6.1If a store has an extremely high refund rate, its account will be suspended

Refund rate is the number of orders refunded over the total number of orders received during a time period. If this rate is extremely high, a store will be suspended. A refund rate of less than 5% is normal.

6.2If a store has an extremely high chargeback ratio, its account will be suspended

Chargeback ratio is the number of orders which were charged back over the total number of orders received during a time period. If this ratio is extremely high, a store will be suspended. A chargeback ratio of less than 0.5% is normal.

6.3Customer abuse is not tolerated

Abusive behaviour and language towards Wadaaa customers is strictly prohibited and will not be tolerated.

6.4Asking a customer to pay outside of Wadaaa is prohibited

If a merchant asks a customer to pay them outside of Wadaaa, their account will be suspended.

6.5Directing a customer off Wadaaa is prohibited

If a merchant directs a customer off Wadaaa, their account is at risk of suspension and/or a penalty of $15,000.00* per incident. Please see Policy 5.7 - Deceptive Fulfillment Policy for further information.

6.6Asking a customer for personal information is prohibited

If a merchant asks a customer for personal information such as payment information, email, etc, their account will be suspended.

6.7Wadaaa customers are entitled to timely, courteous and effective support

Where customers have the ability to contact Merchants directly or where Merchants have opted to provide their own customer support, it must comply with this section 6.

* This amount may be calculated in the merchant’s local currency and/or be subject to Merchant Policy.


 

 


 

7 Refund Policy

November 24, 2021

7.1Orders are not eligible for payment if a refund is issued before the order is confirmed fulfilled.

If an order is refunded before the order is confirmed fulfilled, the order is not eligible for payment. To be eligible for payment, the order must be confirmed fulfilled on Wadaaa before the refund occurs.

Merchants are allowed to dispute these refunds.

7.2Any order refunded by the merchant is not eligible for payment

If an order is refunded by the merchant, the merchant will not be paid for the order.

Merchants are not allowed to dispute these refunds.

7.3Merchant is responsible for 100% of any refund on orders without valid or accurate tracking information

If an order has invalid, inaccurate or missing tracking information, the merchant is responsible for 100% of the cost of a refund on that order.

Otherwise, merchants are allowed to dispute these refunds.


 

7.4 Merchant is responsible for 100% of any refund on an order that is confirmed fulfilled after 5 or more calendar days

If the confirmed fulfillment date is 5 calendar days or more after an order’s released time, the merchant is responsible for 100% of the cost of a refund on that order.

Merchants are allowed to dispute these refunds.

7.5 Merchant is responsible for 100% of any refund on an order with excessively delayed confirmed delivery

If a refund occurs because an order is not confirmed delivered by 7  calendar days after the order is released to the merchant, the merchant is responsible for 100% of the cost of the refund.

Merchants are allowed to dispute these refunds.


 

7.6Merchant is responsible for 100% of any refund due to a size issue

If a refund occurs due to a customer sizing issue, the merchant is responsible for 100% of the cost of the refund.

Merchants are allowed to dispute these refunds.

7.7Merchant is responsible for 100% of any refund on an order where merchant engages in fraudulent activity

If a merchant engages in fraudulent activity or circumvents revenue share, they are responsible for 100% of the cost of any refund on the fraudulent orders.

Merchants are allowed to dispute these refunds.

7.8Merchant is responsible for 100% of any refund for items arriving damaged

If a refund occurs because the item arrived damaged, the merchant is responsible for 100% of the cost of the refund.

Merchants are allowed to dispute these refunds.

7.9Merchant is responsible for 100% of any refund for items not matching the listings

If a refund occurs because the item received does not match the product listing being sold, the merchant is responsible for 100% of the cost of the refund.

Note: Product images should accurately depict the product being sold. Contradictions between the product image and product description could result in refunds for items not matching the listings.

Merchants are allowed to dispute these refunds.

7.10If an account is suspended, the store is responsible for 100% of any refund

If a refund occurs while the merchant account is suspended, the merchant is responsible for 100% of the cost of the refund.

Merchants are not allowed to dispute these refunds.

7.11Merchant is responsible for 100% of any refund for products with an extremely high refund ratio

Merchants will receive an infraction for each product with an extremely high refund ratio. The merchant is responsible for 100% of the cost of refund for all orders for the product going forward and retroactively up to the last payment. Refund ratio is the number of orders refunded over the total number of orders received during a time period. A refund ratio of less than 5% is acceptable.

Depending on the refund ratio, products may be removed from Wadaaa. Products that have a high refund ratio and are not removed from Wadaaa are re-evaluated periodically. If the product is found to have a low refund ratio, the merchant will no longer be responsible for 100% of refunds due to this policy.

Merchants are not allowed to dispute these refunds.


 

7.12 Merchant is responsible for 100% of any refund for products that are marked as counterfeit

Selling counterfeit products is prohibited on Wadaaa. Products that infringe on intellectual property are removed and merchants are responsible for 100% of the cost of refunds for the products.

Merchants are allowed to dispute these refunds on the corresponding infractions page in Merchant Dashboard.

7.13Merchant is responsible for 100% of any refund for items that are sent to the wrong address

If a refund occurs because the item was sent to the wrong address, the merchant is responsible for 100% of the cost of the refund.

Merchants are allowed to dispute these refunds.

7.14Merchant is responsible for 100% of any refund for items that are shipped incompletely

If a refund occurs because the order shipped was incomplete, the merchant is responsible for 100% of the cost of the refund. An incomplete order is an order where the merchant did not ship the correct quantity of items or did not ship all parts of an item.

Merchants are allowed to dispute these refunds.

7.15Merchant is responsible for 100% of any refund for items that are returned to sender

If delivery fails and the carrier returns the item to the sender, the merchant is responsible for 100% of the cost of the refund.

Merchants are allowed to dispute these refunds.

7.16Merchant is responsible for 100% of any refund for products with low ratings

Merchants will receive an infraction for each product with an extremely low rating average. The merchant is responsible for 100% of the cost of refunds for all orders for the product going forward and retroactively up to the last payment.

Depending on the average rating, products may be removed from Wadaaa. Products that have a low average rating and are not removed from Wadaaa are re-evaluated periodically. If the product is found to have a rating that is no longer low, then the merchant will no longer be responsible for 100% of refunds due to this policy.

Merchants are not allowed to dispute these refunds.

7.17Merchant is responsible for 100% of any refund for orders not delivered to the customer

If an order’s tracking information marks the order as “delivered”, but the customer did not receive the order, the merchant is responsible for 100% of the cost of refunds.

Merchants are allowed to dispute these refunds.

7.18Merchant is responsible for 100% of any refund for orders shipped with unaccepted carriers

If an order is shipped with an unaccepted carrier, the merchant is responsible for 100% of the cost of refunds.

Merchants are not allowed to dispute these refunds.

7.19Merchant is ineligible to receive payments from refunded orders if the store has a high refund rate

If a merchant's store has a high refund rate, the merchant is responsible for 100% of the cost of refunds for all orders going forward. Once the store's refund rate improves and is no longer high, the merchant will be responsible for refunds as per standards.

Merchants are not allowed to dispute these refunds.


 

7.20Merchant is responsible for 100% of any refund for products that are reported as dangerous or illegal in certain countries

If a merchant lists products that are considered to be dangerous or illegal in a country in which the products are sold, the merchant is responsible for 100% of the cost of refunds for all orders from these specific countries.

Due to the nature of these policy violations, merchants may not dispute these refunds.



 

 


 

8 Account Suspension

November 24, 2021

8.1The following occur to accounts upon suspension:

●   Account access is restricted

●   The store's products are no longer for sale

●   The store's payments are withheld for 3 months

●   For severe violations, the store's payments are withheld permanently

●   The store is responsible for 100% of all refunds

Reasons an account could be suspended include but are not limited to the following:

8.2Asking customers for their personal information

If a merchant has asked customers for their personal information including email address, the merchant account is at risk of suspension.

8.3Asking customers to send money

If a merchant has requested a direct payment from the customer, the merchant account is at risk of suspension.

8.4Providing inappropriate customer service

If a merchant has provided inappropriate customer service, the merchant account is at risk of suspension.

8.5Being disingenuous to customers

If a merchant is being disingenuous to customers, the merchant account is at risk of suspension.

8.6Asking customers to visit stores outside of Wadaaa

If a merchant has asked customers to visit stores outside of Wadaaa, the merchant account is at risk of suspension and/or a penalty of $15,000.00* per incident. Please see Policy 5.7 - Deceptive Fulfillment Policy for further information.

8.7 Selling fake or counterfeit goods

If a merchant is selling fake or counterfeit goods, the merchant account is at risk of suspension.

8.8Violating Wadaaa merchant policies

If a merchant is taking advantage of policies Wadaaa has set in place for their own profit, the merchant account is at risk of suspension.

8.9Related account is suspended

If a merchant is linked to another merchant whose account is suspended, the merchant account is at risk of suspension.

8.10High refund ratio

If a merchant has a high refund ratio, the merchant account is at risk of suspension.

8.11High auto refund ratio

If a merchant has a high auto refund ratio, the merchant account is at risk of suspension.

8.12High chargeback ratio

If a merchant has an unacceptably high chargeback ratio, the merchant account is at risk of suspension.

8.13Registering for multiple merchant accounts

If a merchant has registered for multiple accounts on Wadaaa, the merchant account is at risk of suspension.

8.14Using unconfirmed tracking numbers

If a merchant has an unacceptably high number of tracking numbers that cannot be confirmed, the merchant account is at risk of suspension.

8.15Sending empty packages to customers

If a merchant is sending empty packages to customers, the merchant account is at risk of suspension.

8.16Using fake tracking numbers

If a merchant is using fake tracking numbers, the merchant account is at risk of penalty or suspension.

8.17Sending packages to the wrong address

If a merchant has an unacceptably high number of packages sent to the wrong address, the merchant account is at risk of suspension.

8.18High late confirmed fulfillment rate

If a merchant account has an unacceptably high late confirmed fulfillment rate, the merchant account is at risk of suspension.

8.19High ratio of prohibited products and/or orders with fake tracking

If a merchant has an unacceptably high percentage of orders from prohibited products and/or orders shipped with fake tracking, their merchant account is subject to suspension, withheld payments, and decreased impressions for products. Prohibited products include but are not limited to misleading products.

8.20Merchant harassment of Wadaaa employees or property

Wadaaa takes the safety of Wadaaa employees, offices, and/or properties very seriously. Any form of harassment, threats, uninvited visits, refusal to leave Wadaaa properties, or any such inappropriate or unlawful behavior towards Wadaaa employees, offices, or properties will be penalized. If a merchant is found to be engaged in these inappropriate behaviors, the merchant’s account payments will be withheld permanently and the merchant will be penalized $100,000.00* per incident.


 

 



 

9.Fees and Payments

November 24, 2021

* If you are a Wadaaa Local Retailer, please refer to Merchant Policy below for the Fees and Payments terms related to your agreement with Wadaaa.

9.1Fees:

Depending on the terms noted within the merchant’s Wadaaa account or the terms of any other agreement the merchant may have with Wadaaa, Wadaaa will either take a percentage or a set amount of the list price provided to Wadaaa by the merchant when an item sells.

Should the merchant use additional services or product features related to the sales of items through or in connection with Wadaaa’s services, these services or product features may be subject to certain additional or different fees as communicated by Wadaaa. In the event Wadaaa introduces a new service or product feature related to the sales of items through or in connection with Wadaaa’s services, the fees for that service or product feature will be effective upon the launch of the service or product feature.

All fees are quoted in the manner described in Merchant Policy  - Currency.

In certain situations, including but not limited to a void or invalid transaction, Wadaaa may issue a debit to a merchant’s billing statement for the applicable fees.

Except as set forth in the Merchant Terms of Service or the Tax Policy, you are responsible for paying all fees and applicable taxes associated with using and selling on Wadaaa.

9.2Payments

Provided the merchant is in compliance with the Terms of Service and other Wadaaa policies, and excluding any amounts due to refunds to customers, fees applied to merchant accounts, penalties issued against the merchant, discretionary advances or advances made through payment processors, or other charges or amounts that Wadaaa is entitled to offset against the merchant (collectively, the “Charges”), the merchant shall be paid the amounts noted below.

9.2.1Payment Amounts

Depending on the terms noted within the merchant’s Wadaaa account or the terms of any other agreement the merchant may have with Wadaaa, when an item sells, Wadaaa will pay the merchant either a percentage (the remaining percentage retained by Wadaaa is called the "revenue share" percentage) or a set amount of the listed product price plus the listed shipping price (combined) as provided to Wadaaa by the merchant. This information is available to the merchant in the Merchant Dashboard under Configuration> General Configuration.

Payments will be a net amount reflecting the merchant’s prices (listed product price and listed shipping price) less any Charges.

Unless otherwise agreed upon between Wadaaa and the merchants, merchants are subject to the following tiered revenue share structure, effective November 24, 2021:

9.2.2Order Payment Eligibility

Your shipped orders will be eligible for payment as set out below or as otherwise communicated to you by Wadaaa. Without limiting any other remedies, Wadaaa may unilaterally decide to delay the remittance and withhold any amount payable to you until receiving the confirmation of delivery. Orders that cannot be confirmed as fulfilled either by your tracking data or through our internal systems may be ineligible for payment. Wadaaa will pay you every fortnight for your eligible orders.

An order is eligible for payment as soon as the tracking carrier confirms the order as delivered or, if the order is not subject to the Merchant Policy 5.4 - Confirmed Delivery Policy, 5 calendar days after the customer confirms delivery if the order is confirmed fulfilled by a tracking carrier within 30 calendar days from the order released time.

Orders are also eligible for payment faster depending on the tier of the carrier used to ship the order.


 

If an order is shipped with a carrier not listed in the accepted carriers  and is not confirmed delivered, it is eligible for payment 15 calendar days after the order was confirmed fulfilled by the carrier.

Orders must be confirmed fulfilled by the carrier within 15 calendar days from order release time to be eligible for payment. Merchants are allowed to dispute the order payment eligibility via the order tracking dispute tool. The order payment eligibility can only be disputed and approved within 45 calendar days from when the order was released to the merchant. If the order tracking dispute is not approved within the 15 calendar day period from when the order was released to the merchant, the order will not be eligible for payment

9.2.3 Account Payment Eligibility

An account is eligible to receive payments if the following required features are enabled:

9.2.4 FBW (Fulfillment by Wadaaa) Order Payment Eligibility

FBW (Fulfillment By Wadaaa) orders will be eligible for payment within 48 hours from the date the order is marked “shipped”.

9.2.5 Disbursements

Wadaaa will usually pay merchants every fortnight for their eligible transactions. This disbursal schedule may change, at Wadaaa’s reasonable discretion, if (a) the merchant is not in compliance with the Terms of Service or these Fees and Payment policies, (b) the merchant changes its payment provider during a payment cycle, (c) the merchant is involved in a third-party claim, legal proceeding, or governmental inquiry related to the merchant’s use of the Services, (d) Wadaaa reasonably suspects that the merchant account has security vulnerabilities, has been hacked, or otherwise has been compromised, or (e) Wadaaa has communicated a different disbursal schedule to the merchant. Upon making a payment disbursal to the merchant, it may take 5 - 12 business days for the funds to arrive in your merchant or your provider’s account.

Merchants' account balances available for disbursal are estimates based, in part, on certain information made available to Wadaaa. Wadaaa cannot guarantee that the disbursal amount made to the merchant will be identical to the amount visible to the merchant displayed as its account balance within its account, and Wadaaa shall not be liable for any discrepancy between these two amounts.

9.3Wadaaa Local Retailer Fees and Payment Terms

* Section 9.3 is only applicable to Wadaaa Local Retailers.

9.3.1Order Payment Eligibility



 

f a Wadaaa Local Retailer sells an item on Wadaaa (each sale a “‘Sell On Wadaaa’ Transaction”) as a Wadaaa merchant, such ‘Sell On Wadaaa’ Transaction will be eligible for payment as set out below or as otherwise communicated to the merchant by Wadaaa. Without limiting any other remedies, Wadaaa may unilaterally decide to delay the remittance and withhold any amount payable to the merchant until receiving the confirmation of fulfilled pickup and passing the 15-day customer refund window. ‘Sell on Wadaaa’ Transactions that cannot be confirmed as picked up either by the merchant’s Wadaaa Local account or through our internal systems may be ineligible for payment. Wadaaa will pay the seller every fortnight for eligible ‘’Sell On Wadaaa’’ Transacrions.

In the event that a ‘Sell On Wadaaa’ Transaction is not confirmed, Wadaaa has no obligation to pay the merchant for such ‘Sell On Wadaaa’ Transaction.

Once the customer picks up the customer’s order, the customer will have 15-days to request a refund for a ‘Sell On Wadaaa’ Transaction. Once the order clears the 15-day refund window, the ‘Sell On Wadaaa’ Transaction will become eligible for payment on the immediate following payment cycle.

9.3.2Fees

Depending on the terms noted within the merchant’s Wadaaa account or the terms of any other agreement the merchant may have with Wadaaa, Wadaaa will either take a percentage or a set amount of the list price provided to Wadaaa by the merchant when an item sells.

Should the merchant use additional services or product features related to the sales of items through or in connection with Wadaaa’s services (e.g., Fulfillment by Wadaaa, etc.), these services or product features may be subject to certain additional or different fees as communicated by Wadaaa. In the event Wadaaa introduces a new service or product feature related to the sales of items through or in connection with Wadaaa’s services, the fees for that service or product feature will be effective upon the launch of the service or product feature. Unless otherwise stated, all fees are quoted in US Dollars (USD).

In certain situations, including but not limited to a void or invalid transaction, Wadaaa may issue a debit to a merchant’s billing statement for the applicable fees.

Except as set forth in the Merchant Terms of Service or the Tax Policy, you are responsible for paying all fees and applicable taxes associated with using and selling on Wadaaa.

9.3.3 Payments

Provided the merchant is in compliance with the Terms of Service and other Wadaaa policies, and excluding any amounts due to refunds to customers, fees applied to merchant accounts, penalties issued against the merchant, discretionary advances or advances made through payment processors, or other charges or amounts that Wadaaa is entitled to offset against the merchant (collectively, the “Charges”), the merchant shall be paid the amounts noted below.

9.3.3.1Payment Amounts

Depending on the terms noted within the merchant’s Wadaaa account or the terms of any other agreement the merchant may have with Wadaaa, when an item sells, Wadaaa will pay the merchant either a percentage or a set amount of the listed product price plus the listed shipping price (combined) as provided to Wadaaa by the merchant. This information is available to the merchant in the Merchant Dashboard Configuration > General Configuration.

Payments will be a net amount reflecting the merchant’s prices (listed product price and listed shipping price) less any Charges..


 

9.3.3.2Disbursements

Wadaaa generally will disburse payments to merchants for their eligible transactions once a month. This disbursal schedule may change, at Wadaaa’s reasonable discretion, if (a) the merchant is not in compliance with the Terms of Service or these Fees and Payment policies, (b) the merchant changes its payment provider during a payment cycle, (c) the merchant is involved in a third-party claim, legal proceeding, or governmental inquiry related to the merchant’s use of the Services, (d) Wadaaa reasonably suspects that the merchant account has security vulnerabilities, has been hacked, or otherwise has been compromised, or (e) Wadaaa has communicated a different disbursal schedule to the merchant. Upon making a payment disbursal to the merchant, it may take 5 - 12 business days for the funds to arrive in your merchant or your provider’s account.

Merchants' account balances available for disbursal are estimates based, in part, on certain information made available to Wadaaa. Wadaaa cannot guarantee that the disbursal amount made to the merchant will be identical to the amount visible to the merchant displayed as its account balance within its account, and Wadaaa shall not be liable for any discrepancy between these two amounts.


 

10 Wadaaa Express

November 24, 2021

10.1 Wadaaa Express orders must be fulfilled within 5 calendar days and confirmed delivered within 5 business days (exceptions apply to certain destination countries) from the order-release date

Wadaaa Express orders must be fulfilled (i.e., marked “shipped”) within 5 calendar days from the order-release date, per Merchant Policy 5.1. Wadaaa Express orders also must be confirmed delivered within 5 business days from the order-release date, subject to any exceptions that may apply. Business days are defined as Monday through Friday, and weekends and USPS Postal holidays will not be considered business days.

Orders refunded due to merchants being unable to fulfill them will be considered pre-fulfillment cancellations, which includes both auto-refunded orders due to late fulfillment and merchant-initiated refunds due to merchants’ inability to fulfill the orders for any reason.

Based on Wadaaa's Fulfillment Policy, merchants will be penalized $50.00* per auto-refund due to late fulfillment, and $20.00* per merchant-initiated cancellation and/or refund before fulfillment.


 

10.2 Merchants will be responsible for any refunds of Wadaaa Express orders when the orders are confirmed delivered late

If a Wadaaa Express order violates the Wadaaa Express Delivery Requirement (set out below) and is refunded, the merchant is responsible for 100 % of the cost of any refund on that order.

The Wadaaa Express Delivery Requirement is 5 business days from the order released date for all supported destination regions, with the following exceptions:

* This amount may be calculated in the merchant’s local currency and/or be subject to Merchant Policy.



 

11 Currency

November 24, 2021

Wadaaa may, in its sole discretion, calculate payments, fees, disbursements, penalties, or any other amounts due to or from Merchants (the “Amounts”) based on USD and/or local currency amounts as defined under Configuration > General Configuration. Wadaaa generally uses exchange rates obtained from a third party to make currency conversions. Wadaaa may, in its sole discretion, adjust or alter the exchange rate when converting from one currency to another.

11.1Amounts and Penalties in Local Currency

Amounts may be issued in the merchant’s local currency or USD.


 

11.2 Merchant Payments in Local Currency

Merchants may be paid in their local currency as defined under a merchant’s Configuration > Price Rules

Payments are subject to the existing Fees and Payments policy.

Payments are calculated based on the “Total Cost” of the order as that column is displayed in the Merchant’s “Merchant Dashboard Orders” page(s) and expressed in the Merchant’s local currency.


 

 


 

12 Warehouse Fulfillment Policy

November 24, 2021

12.1 Orders of products with merchant-set Max Delivery Days must be confirmed delivered on time

Merchants may set the maximum number of days it will take to deliver an item, per destination country or region, after an order is released (the “Max Delivery Days”). An order must be confirmed delivered within the merchant-set Max Delivery Days.

Merchant-set Max Delivery Days also may impact a merchant’s Warehouse Late Delivery Rate, as set out in policy 12.2 below. Specifically, if an order is not confirmed delivered and the merchant-set Max Delivery Days for the order have already passed, or if the order is confirmed delivered after the merchant-set Max Delivery Days have already passed, it will be considered a Warehouse Late Delivery.


 

12.2 Payments for orders that are confirmed delivered later than the merchant-set Max Delivery Days may be withheld

If an order is confirmed delivered late (i.e., later than the merchant-set Max Delivery Days), and the weekly Warehouse Late Delivery Rate (see definition in the link below this policy) of the warehouse from which this order is shipped represents more than a nominal percentage of total orders, payment for the late-arriving order may be withheld.

The weekly Warehouse Late Delivery Rate is defined as the Warehouse Late Delivery rate percentage of orders that should have been delivered in a given Monday - Sunday week based on the merchant-set Max Delivery Days, but which instead meet the definition of a Warehouse Late Delivery under policy 12.1. To calculate the Warehouse Late Delivery Rate, Wadaaa may use, at its discretion, information on the merchants’ deliveries in either the most recent calendar week or the prior one-to-two calendar weeks.

For orders where the merchant-set Max Delivery Days is greater than or equal to 5 business days, if the order is confirmed delivered in 5 or more business days after the merchant-set Max Delivery Days, payment for the order may be withheld regardless of the weekly Warehouse Late Delivery Rate.

For orders where the merchant-set Max Delivery Days is less than 5 business days, if the order is confirmed delivered in a number of days greater than or equal to twice the Max Delivery Days, payment for the order may be withheld regardless of the weekly Warehouse Late Delivery Rate.

Payments withheld for such late-arriving orders may be released to merchants when the following two conditions have been met:

●   A minimum of 12 consecutive Monday - Sunday weeks have passed since the order’s payment is first withheld; and

●   Merchants are able to consistently maintain an acceptable Warehouse Late Delivery Rate over the last 4 consecutive Monday - Sunday weeks for the warehouse the late-arriving order was fulfilled from.

Merchants are allowed to dispute the above-defined late-arriving orders within 30 calendar days from the date the order’s payment is withheld. If the order is determined to have arrived on time, the order may become eligible for payment and will not be counted towards merchants’ Warehouse Late Delivery Rate.


 

12.3Merchants are responsible for any refunds on orders that are confirmed delivered later than the merchant-set Max Delivery Days

If an order is delivered later than the merchant-set Max Delivery Days for the corresponding product and destination country/region, the merchant is responsible for 100% of the cost of any refund on that order.


 

12.4If merchants are unable to achieve an acceptable Warehouse Late Delivery Rate 24 weeks after the payment of an order is withheld, the order will no longer be eligible for payment

If 24 consecutive Monday - Sunday weeks have passed since the payment of an order is first withheld and the merchant has still not met the criteria for payment release (i.e., the payment of the order is still withheld 24 weeks after it was first withheld), the order will no longer be eligible for payment.


 

13 Other Regulatory Compliance

November 24, 2021

13.1Merchants must comply with their independent obligations under the Market Surveillance Regulation (EU) 2019/1020, including but not limited to, providing a Responsible Person(s) for certain applicable products sold into relevant markets

If a merchant is determined to be in violation of the Market Surveillance Regulation (EU) 2019/1020 for any reason, their products may be restricted for sale in the European Union (including but not limited to, impression blocks on applicable products/product categories). Additionally, their account may incur other monetary penalties and/or face suspension, in addition to facing other potential repercussions by either regulators, customs agents, and/or Wadaaa under applicable Wadaaa Merchant Policies.

Products sold into the following relevant markets are subject to this policy:

European Union

Northern Ireland


 

13.2Merchants must provide Wadaaa with truthful and accurate information regarding Responsible Persons

If a merchant is determined to have provided inaccurate or fraudulent information about a Responsible Person for their products, the merchant’s account is subject to being penalized up to $500*, facing suspension, and/or store impression block.

* This amount may be calculated in the merchant’s local currency and/or be subject to Merchant Policy.

●  



 

Refund Policy

November, 24 , 2021

Orders are not eligible for payment if a refund is issued before the order is confirmed fulfilled If an order is refunded before the order is confirmed fulfilled, the order is not eligible for payment. To be eligible for payment, the order must be confirmed fulfilled on Wadaaa before the refund occurs. Merchants are allowed to dispute these refunds.

7.2Any order refunded by the merchant is not eligible for payment If an order is refunded by the merchant, the merchant will not be paid for the order. Merchants are not allowed to dispute these refunds.

7.3Merchant is responsible for 100% of any refund on orders without valid or accurate tracking information If an order has invalid, inaccurate or missing tracking information, the merchant is responsible for 100% of the cost of a refund on that order. Otherwise, merchants are allowed to dispute these refunds.

7.4Merchant is responsible for 100% of any refund on an order that is confirmed fulfilled after 5 or more calendar days If the confirmed fulfillment date is 5 calendar days or more after an order’s released time, the merchant is responsible for 100% of the cost of a refund on that order. Merchants are allowed to dispute these refunds.

7.5Merchant is responsible for 100% of any refund on an order with excessively delayed confirmed delivery If a refund occurs because an order is not confirmed delivered by 7 calendar days after the order is released the merchant, the merchant is responsible for 100% of the cost of the refund. Merchants are allowed to dispute these refunds.

7.6Merchant is responsible for 100% of any refund due to a size issue If a refund occurs due to a customer sizing issue, the merchant is responsible for 100% of the cost of the refund. Merchants are allowed to dispute these refunds.

7.7Merchant is responsible for 100% of any refund on an order where merchant engages in fraudulent activity If a merchant engages in fraudulent activity or circumvents revenue share, they are responsible for 100% of the cost of any refund on the fraudulent orders. Merchants are allowed to dispute these refunds.

7.8Merchant is responsible for 100% of any refund for items arriving damaged If a refund occurs because the item arrived damaged, the merchant is responsible for 100% of the cost of the refund. Merchants are allowed to dispute these refunds.

7.9Merchant is responsible for 100% of any refund for items not matching the listings If a refund occurs because the item received does not match the product listing being sold, the merchant is responsible for 100% of the cost of the refund. Note: Product images should accurately depict the product being sold. Contradictions between the product image and product description could result in refunds for items not matching the listings. Merchants are allowed to dispute these refunds.

7.10If an account is suspended, the store is responsible for 100% of any refund If a refund occurs while the merchant account is suspended, the merchant is responsible for 100% of the cost of the refund. Merchants are not allowed to dispute these refunds.

7.11Merchant is responsible for 100% of any refund for products with an extremely high refund ratio Merchants will receive an infraction for each product with an extremely high refund ratio. The merchant is responsible for 100% of the cost of refund for all orders for the product going forward and retroactively up to the last payment. Refund ratio is the number of orders refunded over the total number of orders received during a time period. A refund ratio of less than 5% is acceptable. Depending on the refund ratio, products may be removed from Wadaaa. Products that have a high refund ratio and are not removed from Wadaaa are re-evaluated periodically. If the product is found to have a low refund ratio, the merchant will no longer be responsible for 100% of refunds due to this policy. Merchants are not allowed to dispute these refunds.

7.12 Merchant is responsible for 100% of any refund for products that are marked as counterfeit Selling counterfeit products is prohibited on Wadaaa. Products that infringe on intellectual property are removed and merchants are responsible for 100% of the cost of refunds for the products. Merchants are allowed to dispute these refunds on the corresponding infractions page in Merchant Dashboard.

7.13 Merchant is responsible for 100% of any refund for items that are sent to the wrong address If a refund occurs because the item was sent to the wrong address, the merchant is responsible for 100% of the cost of the refund. Merchants are allowed to dispute these refunds.

7.14Merchant is responsible for 100% of any refund for items that are shipped incompletely If a refund occurs because the order shipped was incomplete, the merchant is responsible for 100% of the cost of the refund. An incomplete order is an order where the merchant did not ship the correct quantity of items or did not ship all parts of an item. Merchants are allowed to dispute these refunds.

7.15Merchant is responsible for 100% of any refund for items that are returned to sender If delivery fails and the carrier returns the item to the sender, the merchant is responsible for 100% of the cost of the refund. Merchants are allowed to dispute these refunds.

7.16Merchant is responsible for 100% of any refund for products with low ratings Merchants will receive an infraction for each product with an extremely low rating average. The merchant is responsible for 100% of the cost of refunds for all orders for the product going forward and retroactively up to the last payment. Depending on the average rating, products may be removed from Wadaaa. Products that have a low average rating and are not removed from Wadaaa are re-evaluated periodically. If the product is found to have a rating that is no longer low, then the merchant will no longer be responsible for 100% of refunds due to this policy. Merchants are not allowed to dispute these refunds.

7.17Merchant is responsible for 100% of any refund for orders not delivered to the customer If an order’s tracking information marks the order as “delivered”, but the customer did not receive the order, the merchant is responsible for 100% of the cost of refunds. Merchants are allowed to dispute these refunds.

7.18Merchant is responsible for 100% of any refund for orders shipped with unaccepted carriers If an order is shipped with an unaccepted carrier, the merchant is responsible for 100% of the cost of refunds. Merchants are not allowed to dispute these refunds.

7.19Merchant is ineligible to receive payments from refunded orders if the store has a high refund rate If a merchant's store has a high refund rate, the merchant is responsible for 100% of the cost of refunds for all orders going forward. Once the store's refund rate improves and is no longer high, the merchant will be responsible for refunds as per standards. Merchants are not allowed to dispute these refunds.

7.20Merchant is responsible for 100% of any refund for products that are reported as dangerous or illegal in certain countries If a merchant lists products that are considered to be dangerous or illegal in a country in which the products are sold, the merchant is responsible for 100% of the cost of refunds for all orders from these specific countries. Due to the nature of these policy violations, merchants may not dispute these refunds