Seller Policy Pages

1. Definitions and Interpretation

1.1 The following terms used in this Agreement (including these General Terms and Conditions) or any document referred to herein shall have the following meanings, unless otherwise expressly defined herein or therein: "Agreement" means the form attached to these General Terms and Conditions for Zulily shop Merchant Registration, including any schedules, addenda or other attachments attached to any of the foregoing "Applicable Law" means any applicable law, statute, regulation, order, judgment or guideline adopted or issued by Congress, the Government or any competent court or authority of the United States, as it now exists or will exist in the future; " Business Day" means any day other than a Saturday, Sunday or public holiday in the United States; "Contribution" has the meaning ascribed to it in Section 6 of these General Terms and Conditions; "Customer Account" means the Customer's registered account on the cms platform "Driver" means the party that delivers the Products ordered by Customer through the Zulily shop Platform; "Effective Date" means the date on which Zulily shop approves Merchant's submission of the Zulily shop Merchant Registration Form. "Merchant Outlet" means the restaurant or place of business owned, managed and registered by Merchant to enable the Zulily shop Services, as may be amended and added to from time to time in accordance with the agreement between the parties; "Merchant Details" means the details of Merchant as set out in the Agreement "Merchant SOP" means the standard operating procedures for Merchant's use of the Zulily shop Services, as may be modified from time to time in Zulily shop' sole discretion, with or without notice; "Merchant Wallet" means the funds held by Merchant at cms for holding transaction funds Net Sales" means the total price of the products in a transaction, excluding any taxes (including, without limitation, any sales and service taxes): (a) net of any discounts offered by merchants on the Zulily shop Platform; (b) excluding merchant service fees, merchant surcharges and other fees recorded in Zulily shop' or its affiliates' systems, if any and where applicable. other fees, if any and as applicable; "Order" means an order for Products placed by a Customer on the Zulily shop Platform; "Parties" means, collectively, the cms and the Merchant, and "Party" means either " means either party; "Products" means the food and/or beverages sold by Merchant through the Zulily shop Platform; "Service Fee" has the meaning given to it in Section 7.1 of these General Terms and Conditions. "Zulily shop Platform" means the e-commerce platform operated by Zulily shop on its mobile application or website (Zulily shophope.vip); "Zulily shop Platform" means the e-commerce platform operated by Zulily shop on the Zulily shop  "Transaction" means any transaction in which a Customer orders and pays for a Product from a Merchant through the Zulily shop Platform; and "Transaction Funds" means the total amount paid by a Customer for a transaction through the Zulily shop Service on the Zulily shop Platform. 1.2 In the Agreement (including these General Terms and Conditions): (a) a reference to a statutory provision shall include that provision and any statute made thereunder, whether before or after that date, which modifies or re-enacts the terms of this Agreement from time to time, and shall also include any past statutory provision or statute (as modified or re-enacted from time to time) which such provision or statute directly or indirectly supersedes (b) references to "writing" or "writing" include any visible means of reproduction; (c) references to "including" shall be construed as "including but not limited to"; (d) references to "terms" or "schedules" are to the following terms or schedules: these General Terms and Conditions (unless the context requires otherwise); (e) references to "terms" or "schedules" are to the following terms and conditions (unless the context requires otherwise) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing a particular gender shall include the other gender (male, female or unisex). 1.3 Headings in the Agreement (including these General Terms and Conditions) are inserted for convenience only and shall not affect the construction of the Agreement.

2. Scope

The Agreement to which these General Terms and Conditions are attached contains the terms under which the Zulily shop Services are provided (as may be amended from time to time).

3. Term

This Agreement shall continue in full force and effect for a period of one (1) year from the Effective Date and shall automatically renew for a period of one (1) year unless either party gives at least thirty (1) years written notice to the other party. 30) days prior to the expiration of any term.

4. Zulily shop Service Description

4.1 Merchant acknowledges and agrees that the Zulily shop Services provided by Zulily shop are limited to (a) referring Customers to Merchant; (b) acting as an intermediary between Customers and Merchant, accepting orders and receiving payments from Customers on behalf of Merchant; and (c) acting as an intermediary between Customers and Merchant, including communicating orders and making payments from Customers to Merchant. Zulily shop may, in its sole discretion, make changes to the Zulily shop may, in its sole discretion, make changes to the Zulily shop Services or suspend the Zulily shop Services without notice.

4.2 Zulily shop shall display on the Zulily shop Platform the range of products offered by Merchant, provided that the range has been communicated to Zulily shop and meets the criteria that Zulily shop has separately determined and communicated to Merchant.

4.3 Merchant shall provide Zulily shop with all information necessary for Zulily shop to display Products on the Zulily shop Platform, including menus, products, product availability at any Merchant Outlet, Merchant Outlet hours of operation and location, logos, images, prices and company logos as required by Zulily shop ("Required Information "). For the avoidance of doubt, if Merchant fails to provide Zulily shop with the Required Information, Zulily shop has the right to use any information available to Zulily shop, including any images associated with products on the Zulily shop platform. Any changes to such information must be communicated to Zulily shop by Merchant no later than seven (7) business days prior to the effective date of the change.

4.4 Merchant shall continuously verify the information posted by cms and shall immediately notify cms of any errors or inaccuracies (within one (1) hour of discovering the error or inaccuracy). For the avoidance of doubt, Merchant's menu, products, logos, images, prices, company identity and other information related to Merchant may be available on the Zulily shop Platform and in other media (including, but not limited to, Twitter, Facebook and Google AdWords campaigns).

4.5 merchant acknowledges and agrees that cms does not provide shipping services and does not act as a shipping service provider, courier, postal service provider, delivery service provider, caterer or agent for any party. Zulily shop makes no representations or warranties and does not guarantee the quality, safety and/or legality of any products. Zulily shop does not guarantee the identity of any customer or ensure that a customer will complete a transaction.

4.6 merchant acknowledges and agrees that the actual contract for the sale of merchandise is between merchant and customer directly and that cms is not a party to such contract and does not assume any responsibility, obligation or liability in connection with any such contract and any Disputes arising out of any Products are solely between Merchant and the relevant Customer.

4.7 Merchant must process any refunds and/or claims arising from the Transaction, including but not limited to chargebacks. cms may assist Merchant with the refund and/or claims process and Merchant further agrees that cms may, at its sole discretion, refund funds from the Transaction to the Customer without Merchant's prior approval.

4.8 cms reserves the right to suspend a particular Transaction and/or Customer's account and/or Merchant's Wallet and/or the Zulily shop Service if cms believes that any of the following has occurred.

(a) Zulily shop determines that it is necessary or desirable to protect the security of the Customer Account and/or Merchant Wallet and/or Zulily shop Services.

(b) If Zulily shop believes that a Transaction (i) violates the terms of this Agreement or breaches the security requirements of the Customer Account and/or Merchant Wallet and/or Zulily shop Services; (ii) is a suspicious, unauthorized or fraudulent transaction related to activities including, but not limited to, money laundering, terrorist financing, fraud or other illegal activities.

(c) If the transaction is for the sale of goods and/or services that are not part of Merchant's agreed products or business activities or are deemed to be in violation of applicable law.

(d) if Merchant engages in activities that are prohibited under Merchant SOP or any other policy of cms or under any applicable law; or

(e) otherwise in connection with cms' compliance with any Applicable Law.

4.9 Zulily shop may, in its sole discretion, provide periodic education to Merchant regarding the development of the Zulily shop Services, including any changes or additions to the Zulily shop Services facilities.

4.10 Zulily shop reserves the right to deduct from the transaction funds the service fees to which Zulily shop is entitled and donations, if any, for providing the Zulily shop Services through the Zulily shop Platform.

4.11 If Zulily shop provides any equipment to Merchant in connection with the provision of the Zulily shop Services ("Equipment"), including but not limited to electronic data capture (EDC), Merchant agrees that it shall be responsible for such Equipment and shall be obligated to return it in good condition to Zulily shop upon termination of the Zulily shop Services. More detailed information regarding the use of the Equipment, technical and operational support and/or problem resolution related to the Equipment may be provided by Zulily shop in the Merchant SOP and/or posted by Zulily shop on the Zulily shop Platform, which will apply and bind both parties.

5. Obligations

5.1 Merchant shall register as a merchant using the Zulily shop Merchant Registration Form or any other means determined by Zulily shop. Merchant shall integrate the Zulily shop Services into the Merchant Outlet and operate in accordance with Zulily shop' instructions and policies, as may be amended from time to time. 5.2 Merchant shall not permit any transactions in any products or items prohibited and restricted by applicable law or cms policy. 5.3 Merchant shall retain records related to transactions for at least seven (7) years from the date the transaction occurs. 5.4 Merchant shall Conduct its business and operate Merchant Outlet in accordance with applicable law and ensure that its operations are not prohibited by applicable law. 5. 5 Merchant shall at all times possess all relevant licenses and permits to conduct Merchant's business, including any food safety laws and regulations. Merchant must notify cms immediately (no later than one (1) hour after receipt of such notice) if Merchant becomes aware of any violation of its business or if the relevant authorities find that its business is in violation of any Applicable Law. 5.6 Merchant represents and warrants to cms that (a) to its knowledge, it has not received funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice, and that Merchant has not provided funds to or from illegal sources. To the extent Merchant is made aware of any such transactions, Merchant agrees to immediately notify cms of the suspension of any such transactions and/or Customer accounts and/or Merchant wallets; (b) the information posted on the Zulily shop Platform in connection with the Products complies with all legal requirements, including all information related to the protection and welfare of customers and any laws and regulations related to the sale of food products; (c) the information Merchant provides to cms information is current and accurate and does not infringe upon the intellectual property rights of any third party; (d) the products offered, prepared and sold to customers are of merchantable quality and safe for consumption and their storage, production and preparation comply and will comply with all relevant retail, restaurant and food safety regulations as well as by Zulily shop and any applicable laws; (e) has all licenses required by current laws and regulations and have no ongoing criminal, bankruptcy or tax proceedings or other penalties pending in connection with Merchant's business operations; and (f) will not solicit data and/or information from customers or others in any way on behalf of cms and/or its affiliates without the prior written approval of cms and/or its affiliates. 5.7 If any product is spoiled, defective, or causes food poisoning, allergies, or other consequences affecting any customer, merchant will assume full responsibility and/or liability for such events and shall release and indemnify cms from and against any claims, damages or losses related to such matters. 5. persons") owned or controlled by a person who is currently the subject of any sanctions imposed or enforced by applicable governmental authorities in the United States (collectively, the "Sanctions ") and is not located, organized or residing in a country or territory currently subject to sanctions. Merchant shall not use the Zulily shop Services in any manner that would cause any party to violate the Sanctions. Merchant and its subsidiaries and affiliates have not knowingly entered into any transaction or transaction with any person or party, or in any country or territory, that is or has been the subject of a Sanction at the time of the transaction or transaction. 5.9 Merchant agrees that it and its affiliates shall conduct their business in compliance with applicable laws relating to anti-corruption laws and shall not take any action, directly or indirectly, that could result in a violation of such laws, including, but not limited to, directly or indirectly, provide, offer or promise anything of value to any governmental authority or government official that could result in a violation of any such law. Merchant and its Affiliates shall at all times operate in compliance with all material aspects of applicable laws relating to anti-money laundering and financial record keeping and reporting requirements. 5.10 Merchant shall not: (a) decode or reverse engineer any of the systems of the cms or the cmsFood Platform; (b) perform any act that could cause damage and/or disruption to the systems of Zulily shop or the Zulily shop Platform ; and (c) perform any act designed to copy, reproduce and/or steal information and/or data from Zulily shop Services, Zulily shop and/or Customers. 5.11 Merchant agrees to participate in Zulily shop's promotional and marketing activities, including co-funded events ("Events organized by Zulily shop ( "Promotions")"). If Merchant wishes to withdraw from participation in a Promotion, Merchant shall notify cms customer service of its intent and complete an opt-out form. Zulily shop shall process withdrawal requests within fourteen (14) days of receipt of a completed opt-out form. 5.12 Merchant shall be responsible for maintaining the confidentiality of any and all identification, passwords, personal identification numbers (PINs) or any other codes used to access Merchant's Wallet. Merchant shall be solely responsible for all activity that occurs under its Merchant Wallet, even if such activity or use is not performed by Merchant. Zulily shop is not responsible for any loss or damage resulting from the unauthorized use of merchant credentials or the merchant's failure to comply with these Terms.

6. Zulily shop Co-Sponsored Events

If Merchant participates in the Campaign, Merchant's contribution to the Campaign ("Contribution") shall be based on each net sale recorded in the Zulily shop system. cms shall notify Merchant of its share of the relevant Campaign by email or any other means determined by cms in its sole discretion.

7. Fees and Taxes

7.1 In consideration for the Zulily shop Services provided by Zulily shop, Merchant shall pay Zulily shop a service fee ("Service Fee") as described in the Zulily shop Merchant Registration Form. The Service Fee shall be charged for each net sale based on a successful transaction recorded in the cms system. The Service Fee does not include any service and sales tax (SST) and Merchant shall be responsible for any taxes charged by Zulily shop in connection with the Service Fee.7.2 The terms of settlement of funds for transactions, net of service fees, contributions (if any) and/or other fees (if any), will be further set forth in the Merchant SOP and will be subject to change at the sole discretion of cms. 7.3 Unless otherwise provided by applicable law, for certain reasons, and unless otherwise provided by applicable law, Merchant hereby authorizes Zulily shop and/or its Affiliates to initiate debit or credit entries to Merchant Wallet at any time by written notice to Merchant, which shall include the following: (a) to correct any errors in the processing of any transactions and/or instructions provided by Merchant to cms, including but not limited to double payment; (b) where cms determines that Merchant has engaged in any fraudulent or suspicious activity and/or transaction; (c) in connection with any reward or rebate; (d) in connection with any uncollected fees or contributions, if any; (e) in connection with the resolution of any transaction dispute, including any compensation due to or from Merchant; and (f) for any other reason related to any transaction as determined by cms in the future. 7.4 Zulily shop may, in its sole discretion, modify the Service Fee, Contribution or any other applicable fees, or include any additional fees at any time by written notice to Merchant.7. Taxes") and undertakes to pay all such taxes promptly. If Merchant fails to pay taxes and cms is required to pay such taxes and, if applicable, any related penalties, cms shall have the right to recover such amounts paid by cms.

8. Intellectual Property Rights

8.1 Zulily shop and/or its licensors retain and shall retain all of their right, title and interest in and to all copyright, trademark and other intellectual property rights therein and related thereto, except as expressly granted to Merchant in the Agreement. 8.2 Merchant grants Zulily shop a worldwide, non-exclusive, royalty-free, non-transferable license during the term of this Agreement only to reproduce, use, and display the intellectual property licensed by or for the performance of this Agreement to Merchant. Merchant hereby warrants and represents that it owns or has the right to use and sublicense any Intellectual Property used or licensed to Zulily shop. 8.3 Merchant represents and warrants that it owns or is the lawful licensee of all Intellectual Property used under this Agreement and that it does not infringe or violate the proprietary or intellectual property rights of any third party, and that no other party will claim the same ownership of such Intellectual Property. 8.4 All reports, specifications and other similar documents prepared or prepared in the course of this Agreement, including documents, materials relating to the Zulily shop Services and any derivative of any Intellectual Property Rights granted by either party, shall be the absolute property of such Agreement. Attendance at parties throughout the preparation process and at any time thereafter. For the avoidance of doubt, all intellectual property rights present in all reports, specifications and other similar documents set forth herein shall remain the property of the relevant party at all times. 8.5 Each party warrants to the other that it will not use any of the other party's trademarks in connection with any marketing activities, including, but not limited to, promotional activities, without the prior written consent of the other party. Notwithstanding the foregoing, Zulily shop shall have the right to use Merchant's trademarks to promote the Zulily shop Services and related promotions on all platforms, in all media, worldwide.

9. No Warranty

9.1 the Zulily shop services are provided "as is" without any representation or warranty, express, implied or statutory. Zulily shop and any of its subsidiaries and affiliates, officers, directors, agents, joint ventures, employees and suppliers expressly disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Zulily shop has no control over the products paid for through the Zulily shop service. Zulily shop does not guarantee continuous, uninterrupted or secure access to any part of the food service, and the operation of the Zulily shop website may be temporarily suspended for maintenance or upgrades or disrupted by numerous factors beyond Zulily shop' control. Zulily shop will use reasonable efforts to to ensure timely processing of the Zulily shop service, but Zulily shop makes no representations or warranties as to the amount of time required to complete processing.9.2 Zulily shop shall not be liable for any: (a) suspension or refusal to accept any payment that Zulily shop reasonably believes to be fraudulent or not properly authorized; (b) receipt of payment instructions that contain incorrect or improperly formatted information; (c) hardware, software, mobile devices and/or Internet connections are not functioning properly due to (including, without limitation,) viruses, outages or other forms of system disruptions (such as unauthorized access by third parties); (d) any of the circumstances set forth in Section 4.8. (a) any suspension or refusal to accept payments that cms reasonably believes to be fraudulent or not properly authorized; (b) receipt of payment instructions containing incorrect or incorrectly formatted information; (c) hardware, software, mobile devices and/or Internet connections that are not functioning properly due to (including, without limitation,) viruses, interruptions or other forms of system disruptions (such as unauthorized access by third parties); (d) any of the circumstances set forth in Section 4.8. (a) any suspension or refusal to accept payments that cms reasonably believes to be fraudulent or not properly authorized; (b) receipt of payment instructions containing incorrect or incorrectly formatted information; (c) hardware, software, mobile devices and/or Internet connections that are not functioning properly due to (including, without limitation,) viruses, interruptions or other forms of system disruptions (such as unauthorized access by third parties); (d) any of the circumstances set forth in Section 4.8. interruptions or other forms of system disruptions, such as unauthorized access by third parties; (d) any of the circumstances set forth in Section 4.8 Interruptions or other forms of system disruptions, such as unauthorized access by third parties; (d) any of the circumstances set forth in Section 4.8.

10. Confidentiality and Personal Data

10.1 Each Party shall keep confidential and shall not disclose to any person or disclose or provide directly or indirectly for its own benefit or for the benefit of any other person (except for the proper performance of its obligations under this Agreement) any Confidential Information disclosed, provided or otherwise made available to the Receiving Party by or on behalf of the Disclosing Party. "Confidential Information confidential and proprietary products or information, intellectual property, business plans, operations or systems, financial and trade status, details of customers, suppliers, debtors or creditors, information affiliates relating to the Disclosing Party or any of its officers, directors or employees, marketing information, printed materials, tariffs and rate schedules, contracts, regardless of form, format or medium whether machine-readable or human-readable, including in written, oral or tangible form, and also including information communicated or obtained through meetings, documents, correspondence or inspection of tangible items. This provision shall not apply to any Confidential Information disclosed, provided or otherwise made available by the Disclosing Party that is in the public domain and shall cease to apply to any information that subsequently becomes publicly available, except as a result of any breach by the Receiving Party. 10.2 The Receiving Party may disclose Confidential Information to (a) its directors and employees to the extent that their duties would require them to have access to such Confidential Information, provided that the Receiving Party shall instruct such directors and employees to treat such Confidential Information as confidential and shall not use such Confidential Information for any purpose other than the proper performance of their duties; (b) its external auditors, attorneys and professional advisors, and the Receiving Party shall ensure that persons to whom such information is disclosed are contractually bound by the provisions of this clause and include corresponding confidentiality provisions in their employment and other applicable contracts.10.3 This Agreement The Parties shall comply with their respective obligations as data users and data processors as required by all applicable laws and the privacy policies available on the cms platform in connection with any personal data relating to this Agreement. For the purposes of this Agreement, " 3 the parties hereto shall comply with their respective obligations as data users and data processors as required by all applicable laws and any privacy policies available on the cms platform in relation to personal data in connection with this Agreement. For the purposes of this Agreement, " 3 The parties hereto shall comply with their respective obligations as data users and data processors as required by all applicable laws and any privacy policies available on the cms platform in relation to personal data in connection with this Agreement. For the purposes of this Agreement, "Personal Data" means personal data with the meaning given to it, controlled by the Data User and required or requested by the Data Processor to provide services for the performance of this Agreement; "Data Processor", in relation to Personal Data, means the Data Processor who processes Personal Data solely on behalf of the Data Data User" means any person (other than an employee of Data User) who processes Personal Data solely on behalf of Data User and does not process Personal Data for any personal purpose; and "Data User" means a person who, alone or jointly or with others, processes any Personal Data or controls or authorizes the processing of any Personal Data but does not include the Data Processor. 10.4 The confidentiality obligations under this Article 10 shall not apply after the termination of the Agreement and/or after the termination of the Agreement. The confidentiality obligations under this Article 10 shall survive termination of the Agreement and/or until the Confidential Information enters the public domain.

11. Force Majeure

11.1 The parties release all obligations and delays in work caused by force majeure. "Force Majeure" means any unforeseen, unavoidable event and/or extraordinary circumstances beyond the reasonable control of the Parties, including but not limited to epidemics or pandemics (except for epidemics/pandemics of Coronavirus Disease 2019 (Covid-19)), natural disasters, war, insurrection, invasion, sabotage, mass disturbances, and the existence of government regulations in monetary matters directly affecting the performance of the Agreement. 11.2 If either party delays or is unable to perform its obligations under this Agreement due to an event of force majeure, it shall notify the other party in writing as soon as possible after the occurrence of the event of force majeure.

12. Termination

12.1 Each Party may terminate this Agreement immediately if: (a) the other Party files a petition for bankruptcy, becomes insolvent or enters into any arrangement or settlement or assignment for the benefit of its creditors, or a receiver or administrator is appointed over such Party or its business, or such Party voluntarily (other than by reorganization or merger) or by compulsory liquidation; (b) in the event of a material breach of this Agreement by the other Party, or if the non-breaching Party believes such breach can be cured and an opportunity to cure is provided, but such breach is not cured within thirty (30) days from the date of notice of such breach by the defaulting Party; (c) Zulily shop suspects any unlawful conduct, illegal and/or fraudulent acts committed by Merchant and/or Merchant's employees or agents; (d) the other Party violates or fails to comply with any applicable law that may adversely affect the non-defaulting Party in any material respect affecting the non-breaching party in any material respect, including any food safety or other regulations relating to restaurants and/or meals; and (e) 30 (thirty) days prior written notice to the other party for any reason or no reason. 12.2 Termination of the Zulily shop Services shall not relieve or limit Merchant's or Zulily shop' obligations, liabilities and responsibilities arising prior to such termination. 12.2 Termination of the Zulily shop Services shall not relieve or limit Merchant's or Zulily shop' obligations, liabilities and responsibilities arising prior to such termination. 12.2 Termination of the Zulily shop Services shall not relieve or limit Merchant's or Zulily shop' obligations, liabilities and responsibilities arising prior to such termination.

13. Operations

13.1 Merchant shall not assign any of its rights under this Agreement to anyone without the prior written consent of cms. 13.2 Merchant shall not permit anyone else (other than Customer) to use the cmsFood Services without the prior written consent of cms. 13.3 The provisions of this Agreement shall be binding on the parties and their respective successors and permitted assigns. 14. RELATIONSHIP OF PARTIES; DRIVER AS Independent Contractor 14.1 Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between Merchant and cms. Neither party has the authority to enter into any type of agreement on behalf of the other party.14. 2 The third party agreement under which Driver agrees to provide delivery services to Customer is an independent agreement between Customer and Driver and Driver is not an employee or agent of cms. Zulily shop is merely an intermediary between Customer and Driver.14. 3 Zulily shop does not provide any transportation services and is not liable to either party for any act, omission, failure, tardiness or refusal to provide transportation by Driver. 14.4 Zulily shop does not and shall not guarantee the safety, reliability, compatibility or competence of the driver during the performance of his or her obligations to deliver products from merchant to customer. accordingly, merchant hereby holds cms harmless and releases cms from any and all liability, claims, causes,

15. indemnification

Merchant shall indemnify cms, its affiliates and their respective officers, directors, employees, agents and third party contractors ("Indemnified Parties") from and against any losses, liabilities, costs and expenses suffered or incurred by the Indemnified Parties as a result of any claim made or threatened or threatened by a third party (including full reimbursement of any legal and professional fees) in connection with any product, merchant using the Zulily shop Services or the Zulily shop Platform and/or any breach of any provision of this Agreement, except to the extent caused by Zulily shop' negligent, malicious or willful misconduct. Notwithstanding any other provision herein, the parties agree that neither party shall be liable to the other party for any loss of profits, goodwill, business opportunities and anticipated savings, or any indirect or consequential loss or damage suffered or incurred by either party.

16. Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the United States. If any dispute, controversy, claim or disagreement of any kind arises between the Parties in connection therewith ("Notice of Dispute"), the Parties shall attempt, within thirty (30) days of receipt by one Party, to resolve such dispute first through mutual discussions between the senior management of the Parties by (1) notifying the other Party of the existence of the dispute. If the dispute cannot be resolved by mutual discussion within thirty (30) days, it shall be submitted to arbitration and final resolution by the Asian International Arbitration Center ("AIAC")") pursuant to the AIAC Arbitration Rules then in effect, which are deemed to be incorporated herein by reference. There will be one (1) arbitrator, to be jointly appointed by the Parties. If the parties are unable to agree on an arbitrator, the arbitration shall be appointed by the Director of AIAC in accordance with the AIAC Rules. The language of the arbitration shall be English. The place and venue of the arbitration shall be Kuala Lumpur, USA. The parties agree that Part III of the Arbitration Act of 2005 shall not apply to this Agreement or to arbitration proceedings arising out of this Agreement. This Agreement and the rights and obligations of the parties shall remain in full force and effect pending the determination of any arbitration proceedings under this Agreement.

17. Notices

17.1 All notices under this Agreement shall be given by personal delivery, registered mail sent by overnight courier or e-mail to the following address: (a) if sent to Zulily shop: Zulily shop Mobile Malaysia Sdn. Bhd. Level 25, Menara Southpoint, Mid Valley City , 59200, Kuala Lumpur, Malaysia. e-mail: legal.my@Zulily shop.vip  

Note: Group General Counsel (b) if sent to a merchant, to the address listed in the merchant's details or by such other method or means as Zulily shop may determine. 17.2 All notices under this Agreement shall be deemed to have been duly served: (a) if delivered by hand, when left at the address required by this Section 17; (b) if sent by overnight courier, on the second (2nd) business day after pickup by courier; (c) if sent by overnight courier, on the second (2nd) business day after pickup by courier; and (d) if sent by overnight courier, on the second (2nd) business day after pickup by courier. business day; and (c) if sent by email, on the day it is sent, so long as such email is sent before 5:00 p.m. on a business day in the United States; if sent after 5:00 p.m. on a business day or on a non-business day, it is deemed to be delivered on the next business day. In the event that Merchant sends a notice via email

18. No Waiver

A party's failure to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce such Agreement or any other provision. No waiver shall be construed as a continuing waiver.

19. Severability

If any part of this Agreement is invalid, illegal or unenforceable, that part shall be severed from the remainder of this Agreement and the remainder shall remain valid and enforceable to the fullest extent permitted by applicable law.

20. Entire Agreement   

This Agreement (including all attachments and other documents referenced herein, including but not limited to Merchant SOPs and Zulily shop' Standard Operating Procedures for the provision of the Zulily shop Services) represents the entire agreement between the parties with respect to its subject matter, and the parties hereto shall be bound thereby. Everything not set forth in this Agreement shall be set forth in the Merchant SOP or any other document posted by cms on the cms Platform. the merchant sop is an integral part of this agreement, and by agreeing to this agreement, merchant agrees to abide by the merchant sop. if there is any discrepancy between any provision of this agreement and any provision of the Zulily shop platform or the merchant sop on the Zulily shop platform regarding the provision of the Zulily shop service, the provisions of the merchant sop shall control.