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Seller Membership Agreement

 

SINBADEXPRESS SELLER MEMBERSHIP AND MARKETPLACE SERVICES AGREEMENT

Effective Date: 07/05/2026
Last Updated: 07/05/2026

SECTION 1

GENERAL PROVISIONS

ARTICLE 1 – PARTIES

This Seller Membership and Marketplace Services Agreement (the "Agreement") is entered into by and between:

Sinbadexpress Inc., a corporation organized under the laws of the State of Texas, with its principal place of business at 2100 Lakeside Blvd Ste 160, Richardson, TX 75082-4367, United States of America, which operates the website https://sinbadexpress.us/ together with its associated mobile applications, software, API services, and other digital platforms (hereinafter referred to as "Sinbadexpress," the "Company," or the "Platform");

and

the natural person or legal entity whose application for membership for the purpose of selling products or services through the Platform has been accepted by Sinbadexpress (hereinafter referred to as the "Seller").

ARTICLE 2 – PURPOSE OF THE AGREEMENT

The purpose of this Agreement is to establish the respective rights and obligations of the Parties concerning the Seller's listing and sale of products or services through the Sinbadexpress Platform, the management of orders, and the Seller's use of the marketplace services provided by the Platform.

ARTICLE 3 – SCOPE OF THE AGREEMENT

This Agreement applies to the following services and platforms:

  • The Platform website;
  • Mobile applications;
  • API services;
  • Seller Panel;
  • Advertising services;
  • Payment processes;
  • Fulfillment services (where provided);
  • International sales services; and
  • Other digital services.

 

ARTICLE 4 – DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

Buyer means a user who purchases products or services through the Platform.

API means the application programming interfaces provided by Sinbadexpress.

Chargeback means a payment dispute or charge reversal initiated by a cardholder.

Intellectual Property Rights means trademarks, copyrights, patents, industrial designs, trade dress, trade secrets, and all other intellectual property rights.

Confidential Information means any non-public commercial, technical, financial, legal, or operational information.

Account means the Platform account created on behalf of the Seller.

Content means product descriptions, images, videos, logos, documents, reviews, and all other materials uploaded to the Platform.

Commission Schedule means the current commission rates and other commercial fees applied by the Platform, as set forth in Annex-1 (Commission and Service Fee Schedule), which forms an integral part of this Agreement.

Customer means any natural person or legal entity purchasing products or services through the Platform.

Payment Service Provider means any bank, payment institution, or other payment infrastructure provider used by the Platform to process payments.

Platform means all websites operated by Sinbadexpress, including but not limited to https://sinbadexpress.us/, together with its mobile applications, API services, Seller Panel, and all related digital services.

Seller means the natural person or legal entity whose application to sell products or services through the Platform has been accepted.

Seller Panel means the administrative dashboard through which Sellers manage their products, orders, payments, and other account activities.

Order means a purchase transaction completed through the Platform.

Product means any physical product or permitted digital product offered for sale through the Platform.

Membership means the commercial account created by the Seller on the Platform.

Unless the context otherwise requires, words expressed in the singular shall include the plural, and words expressed in the plural shall include the singular.

ARTICLE 5 – INTEGRAL PARTS OF THE AGREEMENT

The following documents and policies, as amended from time to time, constitute integral parts of this Agreement:

  • Annex-1 Commission and Service Fee Schedule;
  • Annex-2 Payment Schedule and Settlement Principles;
  • Annex-3 Prohibited and Restricted Products List;
  • Annex-4 Seller Performance Standards;
  • Annex-5 Return, Refund, and Chargeback Rules;
  • Annex-6 Advertising Services Fee Schedule (where applicable);
  • Annex-7 Fulfillment Service Terms (where applicable);
  • Annex-8 Product Safety and Compliance Requirements;
  • Privacy Policy;
  • Cookie Policy;
  • Cookie Preference Center;
  • U.S. State Privacy Notice;
  • Do Not Sell or Share My Personal Information Notice;
  • Product Safety and Recall Policy;
  • Counterfeit Products and Intellectual Property Infringement Policy;
  • DMCA Copyright Policy;
  • Brand Owner Protection Program; and
  • Other Platform policies and procedures.

These documents and policies may be updated from time to time. The current versions shall be published on the Platform and shall become effective as of their respective effective dates.

ARTICLE 6 – NATURE OF THE AGREEMENT

Nothing contained in this Agreement shall be construed as creating any:

  • agency;
  • distributorship;
  • franchise;
  • partnership;
  • attorney-client or representative relationship;
  • joint venture; or
  • employment relationship

between the Parties.

The Seller shall operate independently on its own behalf and for its own account as an independent merchant or independent service provider.

ARTICLE 7 – GOOD FAITH AND FAIR DEALING

The Parties agree to perform and interpret this Agreement in accordance with the principles of good faith, fair dealing, accepted commercial ethics, and all applicable laws.

Neither Party shall exercise its rights under this Agreement in a manner that constitutes an abuse of rights or unfairly prejudices the rights of the other Party.

ARTICLE 8 – GOVERNING LANGUAGE

The official language of this Agreement is English.

Translations of this Agreement may be published in other languages for informational purposes only. In the event of any inconsistency or conflict between a translated version and the English version, the English version shall prevail to the fullest extent permitted by applicable law.

ARTICLE 9 – GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the applicable laws of the United States of America and the State of Texas, without regard to its conflict of laws principles.

To the fullest extent permitted by applicable law, the Parties expressly agree to this choice of governing law.

ARTICLE 10 – HEADINGS

The titles and headings of the Articles and Sections are provided solely for convenience of reference.

Such headings shall not affect or control the interpretation of this Agreement.

 

SECTION 2

SELLER APPLICATION, MEMBERSHIP, AND ACCOUNT CREATION

ARTICLE 11 – SELLER APPLICATION

11.1. In order to sell products or services through the Sinbadexpress Platform, the applicant must accurately and completely complete the Seller Application Form.

11.2. The applicant represents and warrants that all information and documents submitted during the application process are true, accurate, current, and complete.

11.3. Sinbadexpress reserves the right to request additional information, documentation, or clarification during the application review process.

11.4. Submission of an application does not guarantee that a Seller Account will be created or that the application will be approved.

11.5. Sinbadexpress reserves the sole and absolute discretion to evaluate all applications in accordance with Platform security requirements, commercial policies, and applicable law.

ARTICLE 12 – ELIGIBILITY REQUIREMENTS FOR SELLERS

To qualify as a Seller, the applicant is expected to satisfy the following requirements:

a) Possess the legal capacity to enter into binding contracts under applicable law;

b) Hold all necessary business authorizations required in the country where the applicant conducts business;

c) Maintain all required tax registrations, where applicable;

d) Accept this Agreement and all applicable Platform policies and procedures;

e) Successfully complete all identity verification procedures;

f) Not engage in any prohibited or restricted activities; and

g) Satisfy any other reasonable requirements established by Sinbadexpress.

ARTICLE 13 – KYC (KNOW YOUR CUSTOMER) AND IDENTITY VERIFICATION

13.1. To maintain Platform security and prevent fraud, Sinbadexpress may require Sellers to complete an identity verification process.

13.2. As part of the identity verification process, Sinbadexpress may request the following information and documentation:

  • Government-issued identification;
  • Business formation documents;
  • Tax information;
  • Authorized representative information;
  • Proof of address;
  • Bank account information;
  • Information regarding the Seller's business activities and business model; and
  • Any other information or documentation reasonably deemed necessary.

13.3. Sinbadexpress may utilize independent third-party verification service providers whenever deemed necessary.

13.4. Until the identity verification process has been successfully completed, Sinbadexpress may restrict the Seller's account in whole or in part.

ARTICLE 14 – DOCUMENTS REQUIRED FROM LEGAL ENTITIES

Where the Seller is a legal entity, Sinbadexpress may require the submission of the following documents:

  • Certificate of Incorporation or equivalent formation document;
  • Current business registration records;
  • Tax registration documents;
  • Information regarding authorized representatives;
  • Documentation evidencing signing authority;
  • Information regarding the Beneficial Owner(s), where required; and
  • Documentation demonstrating the nature of the Seller's business activities.

The Seller shall be solely responsible for the accuracy, authenticity, and completeness of all submitted documents.

ARTICLE 15 – TAX AND FINANCIAL INFORMATION

15.1. The Seller shall be solely responsible for complying with all tax obligations applicable in the jurisdiction where the Seller conducts business.

15.2. Sinbadexpress may request tax-related information and documentation as required by applicable law.

15.3. The Seller shall promptly update any changes to its tax information through the Platform.

15.4. If the required tax information is not provided, Sinbadexpress may delay payments, suspend payment processing, or restrict the Seller's account.

ARTICLE 16 – REJECTION OF THE APPLICATION

Sinbadexpress may reject any application, without incurring any liability or obligation to pay compensation, in any of the following circumstances:

a) Submission of incomplete or inaccurate information;

b) Submission of forged, fraudulent, or falsified documents;

c) Failure to successfully complete identity verification;

d) The applicant presents a security risk to the Platform;

e) The applicant has previously committed serious violations of the Platform's rules or policies;

f) The applicant presents risks under applicable laws, regulations, or sanctions programs;

g) Reasonable concerns arise regarding the applicant's business reputation or business model; or

h) Any other circumstance that, in Sinbadexpress's reasonable judgment, may adversely affect the security, integrity, reputation, or lawful operation of the Platform.

Rejection of an application shall not entitle the applicant to Platform membership or to any claim for damages or compensation.

ARTICLE 17 – CREATION OF THE ACCOUNT

17.1. Upon approval of the application, a Seller Account shall be created in the name of the Seller.

17.2. As a general rule, each Seller may maintain only one primary Seller Account. Opening multiple accounts for the same Seller without the prior written approval of Sinbadexpress is strictly prohibited.

17.3. Sinbadexpress may, at its sole discretion, authorize the creation of additional accounts for operational, administrative, or security purposes.

ARTICLE 18 – AUTHORIZED USERS

18.1. The Seller may authorize its employees or representatives to access and use its Seller Account.

18.2. The Seller shall be fully responsible for all acts, omissions, and transactions performed by any individual authorized to access its account.

18.3. The Seller shall promptly revoke the access rights of any individual whose authorization has expired or been terminated.

18.4. Sinbadexpress may implement a role-based access control (RBAC) system for account management.

ARTICLE 19 – ACCOUNT SECURITY

19.1. The Seller is responsible for maintaining the confidentiality and security of all account credentials, including but not limited to:

  • Username;
  • Password;
  • Verification codes; and
  • Multi-factor authentication (MFA) credentials.

19.2. If the Seller becomes aware of any unauthorized access to, use of, or compromise of its account, the Seller shall immediately notify Sinbadexpress.

19.3. To protect the security of the Platform and Seller Accounts, Sinbadexpress may temporarily restrict account access or require additional identity verification.

ARTICLE 20 – MAINTAINING CURRENT INFORMATION

20.1. The Seller shall ensure that all information and documents maintained on the Platform remain accurate, complete, and up to date.

20.2. The Seller shall update the following information through the Platform within a reasonable period after any change occurs:

  • Business name;
  • Business address;
  • Contact information;
  • Tax information;
  • Bank account information;
  • Authorized representative information;
  • Nature of business; and
  • Any other material information.

20.3. The Seller shall be solely responsible for any delays, payment issues, failed notifications, or other damages resulting from outdated or inaccurate information.

20.4. Sinbadexpress may periodically require the Seller to reverify the information maintained on the Platform. If the Seller fails to respond within a reasonable period, Sinbadexpress may temporarily restrict or, where deemed necessary, suspend the Seller's account.

SECTION 3

PRODUCT LISTINGS, SALES, AND CONTENT RULES

ARTICLE 21 – GENERAL PRINCIPLES

21.1. The Seller may offer for sale through the Platform only those products or services that comply with applicable law and this Agreement.

21.2. The Seller shall ensure that all product information uploaded to the Platform is accurate, current, complete, and not misleading.

21.3. The Seller shall bear sole responsibility for every product listing published on the Platform.

21.4. Sinbadexpress reserves the sole discretion to publish, reject, require modification of, temporarily suspend, or remove any product listing.

ARTICLE 22 – PRODUCT LISTING REQUIREMENTS

22.1. To the extent applicable, each product listing shall include the following information:

  • Product name;
  • Brand;
  • Model;
  • Product description;
  • Technical specifications;
  • Product variant information;
  • Product condition (e.g., new, refurbished, etc.);
  • Product images;
  • Inventory availability;
  • Delivery information; and
  • Any required safety warnings.

22.2. The Seller shall not include any false, misleading, deceptive, or unverifiable statements in product descriptions.

22.3. Product information shall not be incomplete, inaccurate, or presented in a manner that could mislead consumers.

ARTICLE 23 – PRODUCT IMAGES AND DIGITAL CONTENT

23.1. The Seller may upload only those images, videos, text, and other content for which it owns or has obtained all necessary rights, licenses, or permissions.

23.2. Product images shall accurately represent the products being offered for sale.

23.3. Product photographs shall not contain misleading image manipulations, deceptive edits, watermarks, or graphical elements that may mislead consumers.

23.4. Sinbadexpress reserves the right to reject or remove images or other digital content that do not comply with the Platform's technical standards or content requirements.

 

ARTICLE 24 – PRODUCT DESCRIPTIONS

24.1. Product descriptions shall be:

  • Clear;
  • Accurate;
  • Easy to understand;
  • Truthful; and
  • Current.

24.2. The Seller shall not include any of the following in product descriptions:

  • False or misleading health-related claims;
  • Unsubstantiated performance claims;
  • Misleading warranty representations;
  • Statements that defame or unfairly disparage competitors; or
  • Advertising content that violates applicable law.

24.3. Any product description generated using artificial intelligence (AI) tools must be reviewed and verified by the Seller before publication.

ARTICLE 25 – PRICING

25.1. The Seller shall have the sole discretion to determine the selling price of its products or services.

25.2. The Seller shall comply with all applicable competition laws and consumer protection laws and regulations.

25.3. The Seller shall not engage in deceptive pricing practices, including but not limited to false discounts, fictitious promotions, or misleading pricing schemes.

25.4. Sinbadexpress may temporarily suspend and review listings containing incorrect prices resulting from obvious pricing errors, technical malfunctions, or system-related issues.

ARTICLE 26 – INVENTORY MANAGEMENT

26.1. The Seller shall accurately manage and maintain the inventory of all products offered for sale on the Platform.

26.2. Products that are not actually available in inventory shall not be listed for sale.

26.3. The Seller shall be solely responsible for any failure to fulfill orders resulting from inaccurate or improper inventory management.

26.4. Where inventory management issues result in excessive order cancellations, Sinbadexpress may implement performance-related measures in accordance with its policies.

ARTICLE 27 – PROHIBITED AND RESTRICTED PRODUCTS

27.1. The Seller shall not list any products whose sale is prohibited or restricted on the Platform.

27.2. Prohibited and restricted products are identified in Annex-3 (Prohibited and Restricted Products List).

27.3. Sinbadexpress may amend Annex-3 from time to time to reflect changes in applicable laws, product safety requirements, or its commercial policies.

27.4. The Seller is responsible for regularly ensuring that its products comply with the requirements of Annex-3.

ARTICLE 28 – PRODUCT SAFETY

28.1. The Seller may offer for sale only products that are safe and compliant with all applicable product safety laws, regulations, and standards.

28.2. Where applicable, the Seller shall provide:

  • Certificates of conformity;
  • Test reports;
  • Product certifications;
  • Required safety warnings; and
  • Instructions for use.

28.3. If a product is determined to present a safety risk, Sinbadexpress may take any measures it deems necessary to protect consumers, the Platform, and applicable legal interests.

ARTICLE 29 – INTELLECTUAL PROPERTY RIGHTS

29.1. The Seller shall not publish or offer for sale any product or content that infringes or misappropriates:

  • Trademarks;
  • Copyrights;
  • Patents;
  • Industrial designs;
  • Trade dress; or
  • Any other intellectual property rights.

29.2. The Seller represents and warrants that it possesses all necessary rights, authorizations, licenses, or permissions to sell the products and use the related content made available through the Platform.

29.3. Where an infringement claim or reasonable suspicion of infringement exists, Sinbadexpress may investigate the relevant listing and may suspend or remove it from the Platform.

ARTICLE 30 – COUNTERFEIT PRODUCTS

30.1. The sale of counterfeit, imitation, or fake products on the Platform is strictly prohibited.

30.2. Upon request, the Seller shall provide documentation demonstrating the lawful origin and authenticity of the products offered for sale.

30.3. If counterfeit products are identified or reasonably suspected, Sinbadexpress may:

  • Remove the relevant listing;
  • Restrict the Seller's account;
  • Suspend the Seller's account;
  • Terminate the Seller's membership; and
  • Cooperate with competent governmental authorities and law enforcement agencies as permitted or required by applicable law.

ARTICLE 31 – REVIEW AND ENFORCEMENT AUTHORITY

31.1. Sinbadexpress may review product listings for the purpose of maintaining Platform standards, quality, safety, and legal compliance.

31.2. Where necessary, Sinbadexpress may request additional information, documentation, or explanations from the Seller.

31.3. During the review process, the relevant listing may be temporarily removed from public view or its visibility may be limited.

31.4. Any review, inspection, or enforcement action taken by Sinbadexpress shall not relieve the Seller of any legal responsibility or liability arising from its products or listings.

ARTICLE 32 – REMOVAL OF PRODUCTS

Sinbadexpress may remove, suspend, or disable access to any product listing without prior notice in any of the following circumstances:

a) A violation of this Agreement;

b) A violation of Platform policies;

c) Listing or sale of prohibited products;

d) Reasonable suspicion that a product is counterfeit;

e) Actual or suspected infringement of intellectual property rights;

f) A product safety concern or risk;

g) Compliance with a court order or request from a competent governmental authority; or

h) Any other circumstance that Sinbadexpress reasonably determines is necessary to protect consumers, maintain the integrity of the Platform, or preserve the Platform's reputation.

Where reasonably practicable, Sinbadexpress will notify the Seller of the action taken.

ARTICLE 33 – CONTINUED RIGHT TO SELL

The listing of a product on the Platform does not guarantee that such product will remain continuously available for sale or retain a particular level of visibility.

Sinbadexpress reserves the right to determine, modify, limit, prioritize, or remove the visibility of any product listing based on Platform security, user experience, technical requirements, legal obligations, or commercial policies.

ARTICLE 34 – SELLER RESPONSIBILITY

The Seller shall be solely responsible for:

  • The products listed on the Platform;
  • Product descriptions;
  • Pricing;
  • Inventory information;
  • Product images;
  • Safety warnings;
  • Compliance with intellectual property rights; and
  • The compliance of its products with all applicable laws and regulations.

Except to the extent otherwise required by applicable law, Sinbadexpress assumes no legal responsibility or liability arising from the Seller's products, listings, or related activities.

SECTION 4

ORDERS, PAYMENTS, AND SETTLEMENTS

ARTICLE 35 – ORDER PLACEMENT

35.1. An order placed by a Buyer through the Platform shall be transmitted to the Seller Panel once it has been successfully created within the Sinbadexpress systems.

35.2. Receipt of an order through the Platform obligates the Seller to fulfill its responsibilities under this Agreement and the applicable Annexes.

35.3. Sinbadexpress may review, verify, place on hold, or cancel any order for security, fraud prevention, compliance, or technical reasons.

ARTICLE 36 – ORDER ACCEPTANCE AND PREPARATION

36.1. The Seller shall process each order within a reasonable time and prepare it for shipment.

36.2. The Seller shall ensure that each order is prepared with:

  • The correct product;
  • The correct quantity;
  • Appropriate packaging; and
  • Products that are undamaged and suitable for shipment.

36.3. Order processing times and applicable performance standards are set forth in Annex-4 (Seller Performance Standards).

 

ARTICLE 37 – SHIPPING AND DELIVERY

37.1. The Seller shall ship orders using shipping methods supported by the Platform or other logistics solutions approved by Sinbadexpress.

37.2. After shipment, the Seller shall promptly upload the applicable tracking number to the Platform.

37.3. The Seller shall immediately notify the Platform of any circumstance that may delay delivery.

37.4. Detailed provisions governing shipping and delivery services are set forth, where applicable, in Annex-8 (Shipping and Logistics Service Terms).

ARTICLE 38 – PAYMENT PROCESSING

38.1. Payments made through the Platform may be processed by payment service providers designated by Sinbadexpress.

38.2. Sinbadexpress reserves the right to change payment service providers or to engage multiple payment service providers at its discretion.

38.3. The Seller acknowledges and agrees that payment transactions may be processed through independent third-party financial institutions.

38.4. Except in cases of its own negligence or willful misconduct, Sinbadexpress shall not be liable for delays resulting from the security, fraud prevention, compliance, or verification procedures of any payment service provider.

ARTICLE 39 – SELLER SETTLEMENTS

39.1. The Seller's settlement amount shall be calculated in accordance with this Agreement and its applicable Annexes.

39.2. The following deductions may be applied when calculating the Seller's settlement amount:

  • Platform Service Commission;
  • Adjustments resulting from returns and refunds;
  • Chargebacks; and
  • Any other deductions permitted under this Agreement.

39.3. The settlement calculation methodology and payment schedule are set forth in Annex-2 (Payment Schedule and Settlement Principles).

ARTICLE 40 – PLATFORM SERVICE COMMISSION

40.1. The Seller acknowledges and agrees that a Platform Service Commission will be charged on sales completed through the Platform.

40.2. The current commission rates and their applicable terms are set forth in Annex-1 (Commission and Service Fee Schedule).

40.3. Sinbadexpress may amend Annex-1 in accordance with this Agreement and applicable law.

40.4. Any updated commission schedule shall be communicated to Sellers within a reasonable period before its effective date.

ARTICLE 41 – PAYMENTS

41.1. Payments to the Seller shall be made in accordance with the payment schedule set forth in Annex-2.

41.2. Payments shall be made only to the Seller's verified bank account.

41.3. Prior to making any payment, Sinbadexpress may require additional verification for security, fraud prevention, compliance, or legal purposes.

41.4. The Seller shall be solely responsible for any payment delays or failures resulting from inaccurate or outdated banking information.

ARTICLE 42 – RETURNS AND REFUNDS

42.1. Returns and refunds shall be processed in accordance with applicable law and Annex-5 (Return, Refund, and Chargeback Rules).

42.2. Settlement calculations may be adjusted to reflect returned or refunded orders.

42.3. The Seller shall cooperate with Sinbadexpress throughout the return and refund process.

ARTICLE 43 – CHARGEBACKS

43.1. Chargeback claims initiated by cardholders shall be handled in accordance with the applicable rules of the relevant payment service provider or card network.

43.2. The Seller shall provide all requested information and supporting documentation to the Platform within the required time period.

43.3. The financial consequences of any chargeback shall be determined based on the specific circumstances of the transaction, the provisions of this Agreement, and applicable law.

43.4. Detailed chargeback procedures are set forth in Annex-5.

ARTICLE 44 – TAXES

44.1. The Seller shall be solely responsible for all taxes arising from its own business activities, except where applicable law provides otherwise.

44.2. Where required by applicable law, Sinbadexpress may withhold taxes, collect tax-related information, or submit reports to governmental authorities.

44.3. The Seller agrees to timely provide all tax forms, certifications, and documentation reasonably requested by Sinbadexpress.

44.4. Any Sales Tax collected through the Platform shall be remitted by Sinbadexpress to the appropriate state tax authority in accordance with applicable law.

 

ARTICLE 45 – DISPUTES REGARDING SETTLEMENTS

45.1. The Seller may submit any dispute regarding settlement calculations through the Platform within a reasonable period following the applicable payment date.

45.2. Sinbadexpress shall review the dispute and notify the Seller of its determination.

45.3. Disputes unsupported by adequate documentation or evidence may be rejected.

ARTICLE 46 – RIGHT OF SET-OFF

To the extent permitted by applicable law, where mutual obligations exist under this Agreement, Sinbadexpress may, after providing prior notice to the Seller, offset any amounts owed by either Party against amounts payable to the other Party.

ARTICLE 47 – FRAUD PREVENTION AND RISK MANAGEMENT

47.1. Sinbadexpress reserves the right to investigate any transaction reasonably suspected of involving fraud, abuse, unlawful activity, or other security risks.

47.2. During the investigation, Sinbadexpress may temporarily suspend the relevant transaction, withhold payments, or take any other reasonable protective measures.

47.3. Following its risk assessment, Sinbadexpress may request additional information or supporting documentation from the Seller.

ARTICLE 48 – RECORDS AS EVIDENCE

To the fullest extent permitted by applicable law, the Parties agree that Sinbadexpress's electronic records, transaction logs, and system records may be used as evidence in the event of a dispute.

Nothing in this Article shall limit or waive any evidentiary rights available to the Seller under applicable law.

ARTICLE 49 – APPLICABLE ANNEXES

The commercial terms governing this Section are further detailed in the following Annexes:

  • Annex-1 – Commission and Service Fee Schedule;
  • Annex-2 – Payment Schedule and Settlement Principles;
  • Annex-5 – Return, Refund, and Chargeback Rules; and
  • Annex-8 – Shipping and Logistics Service Terms (where applicable).

These Annexes, as amended from time to time, form an integral part of this Agreement.

SECTION 5

SELLER PERFORMANCE, CUSTOMER SERVICE, PRODUCT SAFETY, AND INTELLECTUAL PROPERTY

ARTICLE 50 – SELLER PERFORMANCE

50.1. The Seller agrees to conduct its business in accordance with the performance standards established by the Platform in order to maintain quality, reliability, and customer satisfaction.

50.2. Seller performance may be evaluated based on, among other things:

  • Order fulfillment rate;
  • On-time shipment rate;
  • Order cancellation rate;
  • Late delivery rate;
  • Return rate;
  • Chargeback rate;
  • Customer complaints;
  • Policy violations;
  • Product safety records; and
  • Other quality and performance indicators.

50.3. Detailed Seller performance standards are set forth in Annex-4 (Seller Performance Standards).

ARTICLE 51 – CUSTOMER SERVICE

51.1. The Seller agrees to treat customers honestly, respectfully, and professionally.

51.2. The Seller shall respond within a reasonable period to:

  • Customer inquiries;
  • Order-related requests;
  • Return requests; and
  • Warranty claims.

51.3. The Seller shall not engage in communications with customers that are misleading, threatening, discriminatory, abusive, or otherwise unlawful.

51.4. The Seller shall clearly and comprehensively disclose its return policy on the applicable product page.

 

ARTICLE 52 – ORDER CANCELLATIONS

52.1. The Seller may cancel an order only for legitimate and reasonable reasons.

52.2. Repeated order cancellations resulting from poor inventory management may be considered in evaluating the Seller's performance.

52.3. Sinbadexpress may conduct additional reviews where unusually high cancellation rates are identified.

ARTICLE 53 – PRODUCT QUALITY

53.1. The Seller shall ensure that all products offered for sale conform to their descriptions and specifications.

53.2. The Seller shall not ship defective, damaged, incomplete, or non-conforming products.

53.3. The Seller is solely responsible for ensuring that its products are safe, fit for their intended use, and compliant with all applicable laws and regulations.

53.4. The sale of used or second-hand products on the Platform is strictly prohibited.

ARTICLE 54 – WARRANTIES AND LEGAL OBLIGATIONS

54.1. Where required by applicable law, the Seller shall fulfill all mandatory warranty obligations applicable to its products.

54.2. Any commercial warranty offered by the Seller shall be described in a clear, accurate, and non-misleading manner.

54.3. Sinbadexpress is not the warrantor of any product sold through the Platform. Unless expressly agreed in writing by Sinbadexpress, all warranty obligations remain solely the responsibility of the Seller.

ARTICLE 55 – PRODUCT SAFETY

55.1. The Seller may offer only safe products for sale through the Platform.

55.2. The Seller agrees to comply with:

  • Applicable product safety laws and regulations;
  • Mandatory labeling requirements;
  • Applicable conformity and compliance standards; and
  • Product recall obligations.

55.3. Detailed product safety requirements are set forth in the Product Safety and Recall Policy.

ARTICLE 56 – PRODUCT RECALL OBLIGATIONS

56.1. If the Seller becomes aware of a product recall, a serious product safety risk, or an official investigation concerning any product offered for sale through the Platform, the Seller shall promptly notify Sinbadexpress without undue delay.

56.2. To protect consumers and the integrity of the Platform, Sinbadexpress may suspend the sale of the affected products, remove related listings, and take any other actions it reasonably considers necessary.

56.3. The Seller agrees to fully cooperate with Sinbadexpress throughout any product recall process.

ARTICLE 57 – INTELLECTUAL PROPERTY RIGHTS

57.1. The Seller represents and warrants that it possesses all necessary ownership rights, licenses, authorizations, or permissions to use and upload all products, images, descriptions, and other content submitted to the Platform.

57.2. The Seller shall not publish or offer for sale any product or content that infringes or misappropriates:

  • Trademarks;
  • Copyrights;
  • Patents;
  • Industrial designs;
  • Trade dress; or
  • Any other intellectual property rights.

57.3. Allegations of intellectual property infringement shall be reviewed and handled in accordance with the Sinbadexpress Counterfeit Products and Intellectual Property Infringement Policy and the DMCA Copyright Policy.

ARTICLE 58 – COUNTERFEIT PRODUCTS

58.1. The sale of counterfeit, imitation, unauthorized, or fake products is strictly prohibited.

58.2. Where deemed necessary, Sinbadexpress may require the Seller to provide:

  • Purchase invoices;
  • Distributor authorization documents;
  • Manufacturer documentation;
  • License agreements; and
  • Certificates of conformity or other compliance documentation.

58.3. If the requested documentation is not provided or cannot be verified, Sinbadexpress may take any enforcement action it deems appropriate under this Agreement, including restricting, suspending, or terminating the Seller's account or removing the relevant listings.

ARTICLE 59 – BRAND OWNER PROTECTION PROGRAM

59.1. The Seller agrees to cooperate in the verification, investigation, and enforcement procedures conducted under the Sinbadexpress Brand Protection Program.

59.2. Upon receipt of a valid complaint or request submitted by a rights holder, Sinbadexpress may implement any temporary or permanent measures it deems appropriate.

ARTICLE 60 – PROTECTION OF CUSTOMER DATA

60.1. The Seller may use customer information obtained through the Platform solely for the purpose of fulfilling customer orders.

60.2. The Seller shall not:

  • Sell customer information to any third party;
  • Use customer information for marketing or promotional purposes;
  • Disclose customer information without authorization; or
  • Process customer information in violation of this Agreement or any applicable data protection laws.

60.3. The Seller shall not retain customer information beyond what is reasonably necessary to fulfill the applicable order or comply with legal obligations.

ARTICLE 61 – CONFIDENTIALITY

61.1. The Seller agrees to keep confidential all non-public commercial, technical, operational, and other confidential information obtained through the Platform.

61.2. Confidential Information may be used solely for the performance of this Agreement.

61.3. The confidentiality obligations set forth herein shall survive the termination or expiration of this Agreement.

ARTICLE 62 – AUDITS AND INVESTIGATIONS

62.1. Sinbadexpress may request reasonable information or documentation from the Seller to assess compliance with this Agreement, Platform policies, and applicable law.

62.2. The Seller agrees to respond to such requests within a reasonable period.

62.3. During any review or investigation, Sinbadexpress may temporarily restrict product listings, account features, or other Platform privileges where reasonably necessary.

ARTICLE 63 – CORRECTIVE MEASURES

In the event of any violation covered by this Section, Sinbadexpress may, depending on the nature and severity of the violation, implement one or more of the following measures:

  • Issue a warning;
  • Require additional training, information, or documentation;
  • Remove product listings;
  • Limit the visibility of products;
  • Temporarily restrict selling privileges;
  • Suspend the Seller Account; or
  • Terminate this Agreement.

Any corrective measure shall be applied in a proportionate manner, taking into account the specific circumstances of the violation and applicable law.

SECTION 6

ACCOUNT SUSPENSION, TERMINATION, LIABILITY, AND FINAL PROVISIONS

ARTICLE 64 – TEMPORARY ACCOUNT RESTRICTION OR SUSPENSION

64.1. Sinbadexpress may temporarily restrict or suspend all or part of the Seller Account under any of the following circumstances:

a) A violation of this Agreement;

b) A violation of Platform policies or procedures;

c) Submission of false, inaccurate, or misleading information;

d) Failure to complete required identity verification procedures;

e) A product safety concern or risk;

f) Reasonable suspicion of counterfeit product sales;

g) An allegation or reasonable suspicion of intellectual property infringement;

h) An unusual or elevated fraud risk;

i) An excessive chargeback rate;

j) A request or order from a competent governmental authority; or

k) Any other circumstance reasonably considered necessary to protect the security of the Platform, its users, or the reputation of Sinbadexpress.

64.2. Where reasonably practicable, Sinbadexpress will notify the Seller of the reason for the restriction or suspension.

64.3. During the suspension period, the Seller's access to certain Platform services or functionalities may be restricted.

ARTICLE 65 – TERMINATION OF THE AGREEMENT

65.1. The Seller may terminate this Agreement by closing its Seller Account or by using any termination procedures made available through the Platform.

65.2. Sinbadexpress may terminate this Agreement immediately and unilaterally upon the occurrence of any of the following:

  • A material breach of this Agreement;
  • Repeated violations of Platform policies;
  • Sale of counterfeit products;
  • Fraudulent or deceptive activities;
  • Serious infringement of intellectual property rights;
  • Sale of prohibited products;
  • Violation of applicable legal obligations;
  • A decision, order, or request issued by a competent governmental authority; or
  • Conduct that materially jeopardizes the security, integrity, or reputation of the Platform.

65.3. Termination shall not affect any rights, obligations, liabilities, or remedies that accrued prior to the effective date of termination.

ARTICLE 66 – EFFECTS OF TERMINATION

Upon termination of this Agreement, Sinbadexpress may:

  • Close the Seller Account;
  • Remove product listings;
  • Complete or wind down any pending transactions in an appropriate manner; and
  • Perform any settlement, reconciliation, or set-off permitted under this Agreement and applicable law.

Any provisions that by their nature are intended to survive termination, including without limitation those relating to confidentiality, intellectual property, indemnification, limitation of liability, payment obligations, dispute resolution, and other continuing obligations, shall remain in full force and effect.

ARTICLE 67 – INDEMNIFICATION

67.1. To the extent caused by the Seller's negligence, misconduct, breach of this Agreement, or violation of applicable law, the Seller shall indemnify, defend, and hold harmless Sinbadexpress from and against third-party claims arising out of or relating to:

  • A breach of this Agreement;
  • The sale of unlawful products;
  • Intellectual property infringement;
  • Product safety violations;
  • False, inaccurate, or misleading product information;
  • Violations of applicable tax obligations; or
  • Any other unlawful act or omission attributable to the Seller.

67.2. Sinbadexpress shall provide the Seller with reasonably prompt notice of any such claim and shall provide reasonable cooperation in the defense of the matter, provided that such cooperation shall be at the Seller's expense where permitted by applicable law.

ARTICLE 68 – LIMITATION OF LIABILITY

68.1. To the fullest extent permitted by applicable law, Sinbadexpress shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to:

  • Indirect damages;
  • Loss of profits;
  • Loss of goodwill or reputation;
  • Loss of data;
  • Loss of business opportunities; or
  • Loss of anticipated earnings.

68.2. Nothing in this Article shall exclude or limit any liability that cannot be excluded or limited under applicable law.

ARTICLE 69 – FORCE MAJEURE

69.1. The following events, to the extent they are beyond the reasonable control of the affected Party, may constitute a Force Majeure Event:

  • Natural disasters;
  • War;
  • Acts of terrorism;
  • Epidemics or pandemics;
  • Widespread Internet outages;
  • Failures of electrical infrastructure;
  • Cyberattacks;
  • Binding actions or orders of governmental authorities; and
  • Other comparable extraordinary events.

69.2. During the continuation of a Force Majeure Event, the obligations of the affected Party may be suspended to the extent and for the duration that performance is prevented by such event.

ARTICLE 70 – NOTICES

70.1. Notices between the Parties may be delivered through:

  • The Seller Panel;
  • The registered email address;
  • The Platform's internal notification system; or
  • Any other electronic communication method permitted under applicable law.

70.2. The Seller is responsible for keeping its contact information accurate and up to date.

ARTICLE 71 – ASSIGNMENT

71.1. The Seller may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Sinbadexpress.

71.2. Sinbadexpress may assign or transfer this Agreement in connection with a corporate restructuring, merger, acquisition, sale of assets, or any similar corporate transaction.

ARTICLE 72 – NO WAIVER

The failure or delay of Sinbadexpress in exercising any right under this Agreement shall not constitute a waiver of that right or any other right.

ARTICLE 73 – SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

Any invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the original legal and commercial intent of the Parties.

ARTICLE 74 – AMENDMENTS

74.1. Sinbadexpress may amend this Agreement and its Annexes due to:

  • Changes in applicable laws or regulations;
  • Technical requirements;
  • Security needs;
  • Operational requirements; or
  • Business needs.

74.2. Material amendments shall be communicated to Sellers within a reasonable period before becoming effective.

74.3. Continued use of the Platform after the effective date of an amendment constitutes acceptance of the revised Agreement, subject to any mandatory provisions of applicable law.

ARTICLE 75 – GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the applicable laws of the United States of America and the State of Texas, without regard to its conflict of laws principles.

ARTICLE 76 – DISPUTE RESOLUTION

76.1. The Parties shall first attempt in good faith to resolve any dispute through negotiations.

76.2. If the dispute cannot be resolved, it shall be submitted, to the fullest extent permitted by applicable law, to the competent courts or other competent judicial authorities of the State of Texas.

76.3. To the fullest extent permitted by applicable law, the Parties consent to such jurisdiction and venue.

ARTICLE 77 – ENTIRE AGREEMENT

This Agreement, together with its Annexes and the Platform policies and procedures incorporated by reference, constitutes the entire agreement between the Parties.

All prior oral or written agreements, negotiations, representations, and understandings concerning the subject matter of this Agreement are superseded upon its effective date.

 

ARTICLE 78 – EFFECTIVE DATE

78.1. This Agreement becomes effective when the Seller electronically accepts it or begins offering products or services for sale through the Platform.

78.2. The Seller represents and acknowledges that it has read, understood, and agrees to be bound by this Agreement, its Annexes, and all applicable Platform policies and procedures.

Annexes

  • Annex-1: Commission and Service Fee Schedule
  • Annex-2: Payment Schedule and Settlement Principles
  • Annex-3: Prohibited and Restricted Products List
  • Annex-4: Seller Performance Standards
  • Annex-5: Return, Refund, and Chargeback Rules
  • Annex-6: Advertising Services Terms
  • Annex-7: Fulfillment (Warehousing and Logistics) Service Terms
  • Annex-8: Shipping and Delivery Rules
  • Annex-9: Product Safety and Compliance Requirements
  • Annex-10: API and Integration Terms of Use
  • Annex-11: Prohibited Countries and Sanctions Compliance Rules
  • Annex-12: Data Processing Addendum (DPA)