TERMS AND CONDITIONS OF MECHANT COLLABORATION

WHEREAS the Merchantis engaged in electronic retailing services (“Merchant Activities”) and is desirous of engaging with a highly professional, specialized and experienced Company for the purposes of selling own products on the platform offered by the Company.

WHEREAS the Companyis engaged in providing an electronic platform under the domain of https://www.bidygo.com/, as well as the Bidygo mobile application available for iOS and Android devices (hereinafter “Platform”), for the purposes of offering Merchant Products to own customers and users (“Company Activities”) and is desirous of engaging with a highly professional, specialized and experienced Contractor and or persons for the purpose of providing the following to said Merchant:

a. Platform to showcase and sell Merchant Products;
b. Marketing and sales to sell the above on the Platform;

WHEREAS The Parties wish to enter this Agreement to govern the provision of the collaboration as a whole and setting forth their respective rights and responsibilities.

WHEREAS The Recital and Schedules shall form an integral part of this Agreement.

NOW IT IS HEREBY AGREED that the Parties shall be governed in accordance with the following terms and conditions as stipulated below:

Article 1. Definitions and Interpretation

1.1 The following definitions apply in this Agreement: “Agreement” means this Collaboration Agreement, the Recitals and, Schedules; “Business Day” means any day, other than a Saturday or Sunday or public holiday, on which banks in the USA are open for normal banking business; “Customer” shall mean the retail customers to whom Merchant offers to sell or sells or from whom Merchant receives offers to purchase the Products through the Platform. The term “Customer” shall be used with the term “User” interchangeably “Company” shall mean URAAA Incorporated, a company duly incorporated in the United States of America and operating the Platform; “Merchant” shall mean your company, who wishes to offer Products on the Platform with the sole purpose of selling such products to Platform Customers; “Person” includes natural persons, limited or unlimited liability companies, corporations, partnerships (whether limited or unlimited) and unincorporated associations of persons, proprietorships, one person Client, trusts, the estates of deceased individuals, unions, associations, governmental authority or any other entity that may be treated as a person under Applicable Law, and shall include their respective successors and permitted assigns; “Platform” means the https://www.bidygo.com/ website and corresponding mobile application operated by the Company; “Product” means the fashion items, utility items and/or any other product listed by the Merchant on the Platform; “Purpose” means the listing and sale of the Product on the Platform; “USA” means the United States of America; “USD” means the United States Dollar.

1.2 The recitals shall be deemed to form part of this Agreement.

1.3 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective assigns and successors in title and a reference to a Party shall include that Party's assigns and successors in title.

1.4 Clause headings are for ease of reference only and are not intended to be part of or to affect the meaning, interpretation or construction of any of the terms and conditions of this Agreement.

1.5 The plural shall include the singular and bodies corporate shall include unincorporated bodies and (in each case) vice versa.

1.6 Reference to any statute, enactment, ordinance, order, regulation or other similar instrument shall be construed to include a reference to the statute, enactment, ordinance, order, regulation or instrument as from time to time amended, extended, re-enacted or consolidated and all statutory instruments, orders, regulations or instruments made pursuant to it.

1.7 References to Clauses and paragraphs are references to the clauses and paragraphs of this Agreement.

1.8 References to a Party includes the Party's executors, administrators, successors and permitted assigns.

1.9 The terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words following such terms or expressions.1.10 If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.

Article 2. RIGHTS AND OBLIGATIONS

2.1 The Merchant represents, warrants and, undertakes that in order to achieve the Purpose of this Agreement, the Merchant shall be obligated as follows:

2.1.1 If the Merchant lists the Products manually, the Merchant provides the Company accurate and up-to-date product listings, including product descriptions, prices, availability, and images by uploading the later on the Platform as per the requirements set out on the Platform to the present agreement. The Merchant is responsible for the accuracy of the availability and the relevance of the availability of the Merchant Products on the Platform,

2.1.2 If the Merchant lists the Products on the Platform via API integration, the Merchant ensures the API integration of accurate and up-to date products. The Merchant ensures the automatic instant update of the information, product list and details uploaded on the Platform.

2.1.3 If the Merchant lists the Products on the Platform via Plug-In, the Merchant ensures the accuracy and relevancy of the products. The Merchant ensures the automatic instant update of the information, product list and details uploaded on the Platform.

2.1.4 All information displayed on the Platform is the sole responsibility of the Merchant, and the Merchant obliges to hold the Company harmless of any unfavorable consequences which may be caused directly or indirectly by the display and/or offer of the individual Products on the Platform by way of clauses 2.1.1, 2.1.2 and 2.1.3.

2.1.5 Regardless of chosen listing method as described in Clauses 2.1.1, 2.1.2, 2.1.3, the Merchant is responsible for equalizing the categories, values and filters of each individual product according to the parameters of the Platform, with the aim of facilitating the Product visibility to the User.

2.1.6 The Merchant uploads own terms and conditions and/or terms of use, return and refund policy, as well as any other policies essential to the provision of the Services of the Merchant to Customers to the Platform upon sign up on the Platform thereof, and is solely responsible for the accuracy and relevancy of the terms and conditions and/or terms of use, as well as return and refund policy, as well as any other policies essential to the provision of the Services of the Merchant,

2.1.7 The Merchant provides the Company with the regular price, the discount price and lowest price of each individual Product at which the Product may be sold on the Platform via the “Price It’ option in the administrative account on the Platform and via written correspondence with the Company,

2.1.8 The Merchant shall manage and maintain sufficient inventory of the Products which the Merchant offers to sell to the customer on the Platform and shall mandatorily deliver the Products as purchased by the customer to the customers within such time as may be prescribed in the terms and conditions, or other relevant policies and regulations of the Merchant,

2.1.9 The Merchant consents to allow the Platform to offer the Products at a different price than initially indicated by the Merchant, but no lower than the lowest price indicated by the Merchant as per the manner set out in Clause 2.1.6,

2.1.10 The Merchant undertakes to provide the Product details and ensure their display on the Platform as listed in Clause 2.1.1 in utmost details, i.e. as described on the Merchant’s own website and/or mobile application. All information must be accurate, the images of the Product must be of the highest quality available, the availability of the Products must be updated regularly,

2.1.11 The Merchant undertakes to manage the administrative account on the Platform provided by the Company, including keeping the stock of the Products up-to-date, checking availability of Products and providing further information,

2.1.12 The Merchant ensures and warranties that all Products listed on the Platform are available for purchase unless stated otherwise on the Platform. When the Customer has already placed an order and paid for a Product listed as available at the time of payment, but the Product is no longer available, the commission of the Company as set out in Clause 3.3 of the present Agreement is not subject to refund and remains with the Company. The transaction fees collected by the payment processing companies are also not subject to refund and stays with the payment processing company. The commissions as set out in Clause 3.3 of the present agreement, as well as the transaction fee due to the payment processing company are collected from the Merchant as a result of bookkeeping protocols as conducted each month.

2.1.13 The Merchant undertakes to guard the login information to the administrative account on the Platform provided by the Company under confidentiality and to not disclose such information to third parties. The Company is not responsible for any activity conducted via abovementioned administrative account, whether directly conducted by the Merchant or as a result of a breach or hacking into the Merchant’s account,

2.1.14 The Merchant undertakes to accept return orders according to own Return Policies when the order for the Product was placed on the Platform,

2.1.15 The Merchant undertakes to report to the Company on the status and the Merchant’s decision on the complaints and claims forwarded to the Merchant in the manner set out in Clause 2.2.5 of the present Agreement, and to handle such claims and complaints according to own terms and conditions, as well as any applicable policies of the Merchant,

2.1.16 The Merchant undertakes to provide customer support to the Company’s users when the claim, question, issue, or concern at hand is regulated by the Merchant’s policies and regulations as per the Terms of Use of the Platform,

2.1.17 When the order is placed on the Platform, the Merchant undertakes to ensure the delivery and/or shipping of the Products according to the terms, manner and time set out by the Merchant as per own regulations and policies, and to hold the Company harmless in case of any delays or issues or damages to the Product incurred before receipt by the customer as set out in Article 4 of the present Agreement,

2.1.18 The Merchant shall update and/or ensure the update of the Product delivery information on the Platform in synchronization with the delivery status of the Product to the user instantly

2.1.19 The Merchant undertakes to review and handle any damaged Product claims raised by the customer directly or forwarded by the Company in relation to any orders placed on the Platform according to own policies and regulations,

2.1.20 The Merchant shall reasonably ensure that all Products listed and presented on the Platform do not infringe or violate any intellectual property rights or any other personal or proprietary right of any person,

2.1.21 The Merchant undertakes to provide Merchant Activities to the Company’s customers through the Platform with the highest professional and industry standards and customs and strictly in accordance with the terms, conditions and policies of the Merchant, as well as the Platform where applicable,

2.1.22 Upon unilateral termination of the present agreement according to the manner set out in Clause 2.3.4, complete all pending orders placed via the Platform, including any Return requests or claims on damaged goods,

2.1.23 The Merchant shall not use the Platform and/or Company Services for any purpose other than the Merchant Activities and in accordance with the present Agreement,

2.2 The Company represents, warrants and, undertakes that in order to achieve the Purpose of this Agreement, the Company shall be obligated as follows:

2.2.1 If the Merchant chooses to list the products on the Platform in the manner set out in clause 2.1.1 the Company undertakes to display the Products provided by the Merchant as per the manner set out in Clause 2.1.1 of the present Agreement accurately and according to the details provided;

2.2.2 If the Merchant chooses to list the products on the Platform in the manner set out in clause 2.1.2 or 2.1.3 the Company undertakes to assist the Merchant in the process of API integration and equalizing the categories, values and filters of each individual product according to the parameters of the Platform, if such assistance is requested by the Merchant;

2.2.3 The Company undertakes not to offer the Products on the Platform at a lower price than the lowest price indicated by the Merchant in the manner set out in Clause 2.1.3. of the present Agreement,

2.2.4 The Company displays only the regular and discount prices provided by the Merchant under clause 2.1.7 of the present agreement.

2.2.5 The Company undertakes to ensure the Merchant’s access to the Merchant’s administrative account on the Platform indicted in Clause 2.1.6. of the present Agreement at all times. If such access is unavailable to the Merchant, the Company shall undertake actions to restore the Merchant’s access to own administrative account in the shortest time possible, when such restriction was due to technical malfunction. At the same time, if the Merchant’s access to own administrative account was restricted in accordance with Clauses 2.4.1 and 2.4.2 of the present Agreement, the Company shall inform the Merchant of the reasons for such limitation,

2.2.6 The Company undertakes to forward to the Merchant any and all complaints and claims arising out of the quality, condition, manner and terms of the Merchant’s Activities performed via the Platform;

2.2.7 The Company undertakes to adhere to the Return Policy of the Merchant at all times, with reference to such,

2.2.8 The Company shall reasonably ensure that all advertisement/promotion activities undertaken by the Company for the purposes of the promotion and sale of the Product:

(i) do not contain any material that, in its knowledge, would infringe or violate any intellectual property rights or any other personal or proprietary right of any person; and

(ii) are not obscene or libelous; and

(iii) comply with all applicable laws including standards and rules set forth by the relevant laws and regulations of the USA or any other relevant government authority.

2.2.9 The Company undertakes to perform the obligations in this Agreement with the highest professional standards and industry standards and customs.

2.3 The Merchant represents, warrants and, undertakes that in order to achieve the Purpose of this Agreement, the Merchant may:

2.3.1 Change the lowest, regular and discount price of the Product at any time by adjusting the Product details on the administrative account of the Merchant,

2.3.2 Remove Products and/or add them at own discretion at any moment, provided that the Merchant ensures the delivery of the already placed Products,

2.3.3 Request changes to the promotional/advertising materials featuring Products owned and offered by the Merchant and indicating the name of the Merchant itself, as well as any other object of intellectual property owned by the Merchant,

2.3.4 Unilaterally terminate the present Agreement at any time by notifying the Company at least 60 (days) prior to such termination in written form via the e-mail provided in the present Agreement.

2.4 The Company represents, warrants and, undertakes that in order to achieve the Purpose of this Agreement, the Company may:

2.4.1 If the Merchant chooses to list the products on the Platform in the manner set out in clause 2.1.1 Request the Merchant to provide updated and/or additional information on the Products which are to be listed and offered on the Platform,

2.4.2 Oblige the Merchant to adhere to own policies, regulations and terms and conditions on behalf of the user, upon such claim from the user regarding the provision of Merchant Services on and via the Platform.

2.4.3 When the Merchant has logged in to the Platform via API integration or plug-in option or manually, but fails to ensure the periodic update of the information, product list and details uploaded on the Platform as per the information available on own website and/or e-shop and/or platform, the Company may disable the Merchant account and suspend the Company Services to the Merchant, with notification of such to the Merchant until all information, product list and details are updated by the Merchant,

2.4.4 The Company may at any time unilaterally terminate the present Agreement by notifying the Company at least 60 (sixty) days prior to such termination in written form via the e-mail provided in the present Agreement,

2.4.5 Remove the Products and/or refuse to make the Products available for purchase to the customers where the continued listing and/or sale of the Products may result in a breach of USA legislation, the Company’s own regulations, the Terms of Use of the Platform, as well as violate the rights of any third party individuals, including resulting in an infringement or violation of any intellectual property rights or any other personal or proprietary right of any person,

2.4.6 The Company may use images, details, description, brand and any object of intellectual property owned by the Merchant for promotional/advertising campaigns and include images, details, description, brand and any object of intellectual property owned by the Merchant in any promotional/advertising materials, unless otherwise stated by the Merchant,

2.4.7 The Company may offer a lower price for the Product on the Platform than the regular price of the Product within the scope of the “Price It” option available on the Platform, given that the price offered to the customer is no lower than the lowest price indicated by the Merchant as set out in Clause 2.1.3 of the present Agreement,

2.4.8 The Company may collect a commission as set out in Article 3 of the present Agreement from the final sale price of the Product.

Article 3. AGREEMENT PRICE AND PAYMENT TERMS

3.1 The Parties hereby agree that the Agreement Price is and shall be formed from that of the finale sale price of the Product via the Platform.

3.2 The Parties agree that the price at which the Product is to be sold during on the Product is and has been provided by the Merchant and has been adjusted with the consent of the Merchant in accordance to the manner and terms set out in the present Agreement.

3.3 The Company shall be entitled to five (5%) percent of the Agreement Price, i.e. the final price at which the Product has been sold.

3.4 The Merchant acknowledges that the amount transferred to the Merchant shall be free of the commission collected by the Company, the transaction fee collected by the payment processing company, as well as any applicable VAT taxes.

3.5 The Commission is to be collected by the Company in the following manner:

3․5․1 The Parties establish a shared electronic bookkeeping system, which is to be accessible for view to the Merchant at any time. The electronic bookkeeping system shall show the number of purchases made from the Merchant on the Platform during the month, the amount paid by the customer per purchase, the delivery and/or shipping costs added to the final sale price of the product, the transaction fee collected by the payment system processing the payment for the specific purchase, the commission amount due to the Company and the amount due to be transferred to the Merchant, as well as the amount of the refunds,

3․5․2 Based on the electronic bookkeeping system established as per Clause 3.4.1, the Company automatically transfers the amount due to the Merchant, the amount as set in Clause 3.4. of the present Agreement and the transaction fee collected by the payment system processing the payment as per the time, manner and order set out in Clause 3.6.

3․5․3 For 60 days following termination or expiration of this Agreement, the Merchant will continue to take any actions necessary to review, process, deliver and complete any and all orders made on the Platform, and the Company shall take any actions necessary to review, process and settle all pending payments to the Merchant to the Merchant’s settlement account in the manner set out in clause 3.6 of the present agreement.

3.6 The Company transfers the amount due to the Merchant calculated based on the manner set out in Clause 3.5.2 of the present Agreement to the settlement account provided by the Merchant within 10 business days after the end of each month but no later than by the 20th date of the next month.

Article 4. PROVISION OF PRODUCTS

4.1 All products ordered and purchased on the Platform from the Merchant shall be delivered by the Merchant according to own delivery, shipping and/or other relevant policies. The Company does not engage in the organization of the delivery and/or shipment of the Product at any point.

4.2 The Merchant undertakes to organize and handle the shipment and delivery of the Product according to own delivery, shipping and/or other relevant policies immediately after the receipt of the order via the Platform. The Merchant shall adhere to the obligation set out in clause 2.1.17 and 2.1.18 of the present agreement.

4.3 The Merchant’s personnel should be sufficient and qualified to carry out the duties and or obligations pertaining to the Products herein this Agreement.

4.4 The Merchant will employ all staff necessary for the professional performance of its duties. The Merchant shall hire, pay and manage its personnel, thus keeping the Company free of all related charges and obligations. All returns of the orders and Products purchased on the Platform from the Merchant are to be conducted by the Merchant according to own relevant policies. The Company does not refund the Merchant the commission collected as per Clause 3.3 of the present Agreement in case of return of the Products, as well as the transaction fee collected by the payment processing service.

Article 5. TERM AND TERMINATION

5.1 This Agreement shall bind the Parties as of the Effective Date and, unless earlier terminated in accordance with this Article 5, this Agreement shall remain in full force and effect until the written notification of such termination by either Party.

5.2 The Merchant shall have the right to terminate this Agreement with immediate effect subsequent to written notice to the Company if the Company:

5.2.1 breaches any term or condition of this Agreement and, fails to remedy said breach within 48 (forty eight) hours after being given written notice thereof to the sole satisfaction of the Merchant; or

5.2.2 Becomes the subject of any voluntary or involuntary bankruptcy or insolvency proceeding under any applicable law;

5.2.3 Ceases to be actively engaged in business.

5.3 The Company retains the right to halt the offer of the Product on the Platform when the continued offer of the Product on the Platform may result in a breach of legal obligations and legislation.

5.4 The Company shall have the right to terminate this Agreement with immediate effect subsequent to written notice to the Merchant if the Merchant:

5.4.1 breaches any term or condition of this Agreement and, fails to remedy said breach within 48 (forty eight) hours after being given written notice thereof to the sole satisfaction of the Company; or

5.4.2 Becomes the subject of any voluntary or involuntary bankruptcy or insolvency proceeding under any applicable law; or

5.4.3 Ceases to be actively engaged in business.

5.5 The Parties shall terminate the present agreement at any time at own discretion with 15 (fifteen) days prior notification thereof to the other Party, except for in cases described in clauses 5.2 and 5.4 of the present agreement.

5.6 The above termination rights are without prejudice to any other rights or remedies that the Parties may have under this Agreement and under the applicable laws.

5.7 If this Agreement is terminated under Article 5.2 or 5.4, then the Parties shall be entitled to the payment of the amount under any ongoing and valid purchase proportionally calculated to the portion of the Products effectively purchased before such termination of which is to be conferred between the Parties.

5.8 The termination of this Agreement for any reason whatsoever shall not affect in any way any assignment or grant of rights and benefits to the Company under this Agreement.

5.9 The termination or expiry of this Agreement shall not affect any Party’s accrued rights, liabilities and obligations arising out of or in relation to the Agreement.

Article 6. REPRESENTATIONS AND WARRANTIES

6.1 The Parties represent and warrant that they:

6.1.1 Have all requisite power and authority to execute, deliver and perform their obligations under this Agreement; and

6.1.2 Have all requisite power and authority and obtained all consents, licenses and approvals that may be required to enter into this Agreement and to perform the obligations contemplated herein, and the execution and delivery of this Agreement and the performance hereof have been duly authorized by all necessary bodies; and

6.1.3 This Agreement constitutes legal, valid and binding obligations, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar ordained laws affecting the enforcement of creditors’ rights generally; and

6.1.4 Save and except for as stated within this Agreement, neither the execution and delivery of this Agreement, nor the performance hereof will violate, conflict with, or result in a breach of any applicable laws or any agreement, document, or instrument to which it is subject or by which it or its assets are bound or require the consent or approval (if not already obtained) of any person, or contravene or result in a breach of or default under any constitutive document, or other agreement, document, or instrument to which the Parties may be party to; and

6.1.5 any required authorizations of and exemptions, actions, or approvals by, and any required notices to or filings with, any governmental authority that are required to have been obtained in order to perform the duties and or obligations of this Agreement or in connection with the execution and delivery of this Agreement or the performance by it of its obligations hereunder will have been obtained or made and will be in full force and effect, and all conditions of any such authorizations, exemptions, actions, or approvals will have been complied with.

6.1.6 It is free to enter into this Agreement and to perform the duties and or obligations and that all materials furnished or created by the Parties (or by the Personnel) under this Agreement will not infringe any rights whatsoever of any third party.

6.1.7 All services and or Products rendered and or provided by the Parties in connection with this Agreement shall adhere to industry standards and customs.

6.2 The Company hereby agrees, undertakes and warrants that any and all of its employees, contracted staff and any other third party whatsoever engaged in the provision of the duties and or obligations of this Agreement or otherwise participating in or providing for any materials whatsoever in relation to or in connection with the Agreement (collectively, the “Personnel”) shall be bound by confidentiality and non-disclosure undertakings.

6.3 The Company shall be solely responsible and liable for any actions or omissions of any Personnel as well as for the payment of Personnel’s fees, salaries, wages and compensation of any nature whatsoever.

6.4 In connection with the provision of the duties of this Agreement, the Parties shall at all times (and shall ensure that the Personnel shall at all times):

6.4.1 act in accordance with the terms and conditions of this Agreement; and

6.4.2 act with due care, and in a competent and professional manner; and

6.4.3 act always in accordance and in compliance with applicable laws and regulations; and

6.4.4 adhere to industry standards and customs.

Article 7. CONFIDENTIALITY AND NON-DISCLOSURE

7.1 The Parties hereby agree and undertake to treat (and to ensure that the Personnel will treat) any and all information relating to the Agreement and the Parties, without limitation (“Confidential Information”) as strictly confidential and only use Confidential Information for the purposes of performing their duties and or obligations mentioned herein this Agreement and fulfilling its obligations under this Agreement. The Parties agree and undertake not to disclose (and to ensure that the Personnel will not disclose) any Confidential Information to any third party whatsoever, unless with the prior written consent of the other Party, which may be given or withheld at the Party’s sole and absolute discretion

7.2 The Parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which one Party has obtained from the other Party, except for the purpose of performing this Agreement or as required by law.

7.3 This Article 7 shall survive the expiration or termination of this Agreement for any reason whatsoever.

Article 8. INTELLECTUAL PROPERTY

8.1 As between the Company and the Merchant, the Merchant acknowledges and agrees that the Company shall exclusively own, worldwide and in perpetuity, the title, interest and any and all intellectual property rights of whatsoever nature, including copyrights, in and to the Platform, and in any and all materials relating to or in connection with the Platform including, without limitation, the Platform and any and all results and proceeds thereof (collectively the “Materials”).

8.2 Any and all rights assigned or otherwise granted and or licensed or otherwise assumed and or inferred by this Agreement to the Company hereunder shall immediately, automatically and irrevocably vest in the Merchant and/or copyright owners as stipulated by separate agreement between the Merchant and any other third parties, both in perpetuity and worldwide, including without limitation the worldwide copyrights, neighboring and related rights, trademarks, patents, utility models, rights to inventions and all other intellectual property rights, in each case whether registered or unregistered, in all languages and in all media now known or hereafter devised. and shall not be subject to any termination, reversion, or rescission due to any termination or expiry of this Agreement, regardless of the reason for such termination or expiry. Without limitation of the foregoing, the Company shall have the exclusive right to use, distribute, amend, create derivative work, sell, translate, assign, license, assign, broadcast, publish, and exploit (including commercial exploitation) the Materials and any part thereof in any way, shape and/or form and in any media whatsoever now existing or hereinafter devised, as the Company deems appropriate at its sole discretion throughout the world, without any compensation of whatsoever nature to be paid to the Merchant or to any other third party by the Company or by any other party whatsoever.

8.3 The third party copyright owners and/or the Merchant shall retain, worldwide and in perpetuity, the title, interest and any and all intellectual property rights of whatsoever nature, including copyrights, in and to the Products, and in any and all materials relating to or in connection with the Products including, without limitation, the Products and any and all results and proceeds thereof.

8.4 The Company undertakes to comply at all times with the moral authorship rights of the Merchant and or third party copyright owner to the intellectual property objects that may be assigned or otherwise granted and or licensed to the Company for the duration of this Agreement.

8.5 This Article 8 shall survive the expiration or termination of this Agreement for any reason whatsoever.

Article 9. LICENSING

9.1 The Merchant, as licensed by separate agreements between the Merchant and Product owners, temporarily (for the Term of this Agreement only), grants to the Company and to the parties authorized by the Company the following licenses:

9.1.1 The license to use and publish the Merchant’s and the third party owner’s name, likeness, and necessary information for advertising purposes in connection with the Company Activities and or the sale of the Product made under this Agreement and;

9.1.2 The Merchant licenses the Company to reproduce the Product in any advertising or promotional material, as well as to independent third parties for the sole purpose of the sale of the Product, of which the prior approval of the Merchant shall be sought.

Article 10. INDEMNIFICATION

10.1 The Merchant shall indemnify and hold harmless the Company and its affiliates, licensees and assignees (the “Indemnified Parties”) from and against any and all claims and all liabilities, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by the Indemnified Parties as a result of or in connection with any claim made against any of the Indemnified Parties in respect of any liability, loss, damage, injury, cost or expense sustained by the Indemnified Parties to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises out from Merchant’s (or any of the Personnel) breach or gross negligent performance or delay in performance under this Agreement and/or a breach of or a claim under any of the assignment and releases or by any Personnel.

10.2 The Company shall indemnify and hold harmless the Merchant and Indemnified Parties from and against any and all claims and all liabilities, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by the Indemnified Parties as a result of or in connection with any claim made against any of the Indemnified Parties in respect of any liability, loss, damage, injury, cost or expense sustained by the Indemnified Parties to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises out from Company’s (or any of the Personnel) breach or gross negligent performance or delay in performance under this Agreement and/or a breach of or a claim under any of the assignment and releases or by any Personnel.

10.3 The Parties shall defend, indemnify and hold harmless each other of any damages, losses and expenses (including legal expenses) originating from or in connection with any breach of any warranties or representations made herein, in particular, from any claims of any third parties alleging that the use of the Intellectual Property violates their copyright or other intellectual property rights, protected by law.

10.4 This Article 10 shall survive any termination or expiry of this Agreement.

Article 11. LIMITATION OF LIABILITY

11.1 Without prejudice, the Parties’ liability to the each other under and relating to this Agreement at any time shall be limited to the amount of the damages incurred by the injured party.

11.2 The Parties agree that the Merchant will indemnify and hold harmless the Company, its partners, officers, directors, agents, employees and affiliates, from and against any and all liability, claims, demands, expenses, fees, fines, suits, losses of every kind (including but not limited to fees and expenses of legal counsel) arising out of or resulting from any breach or alleged breach, acts, omissions, negligence, willful misconduct or fraud, default by the Merchant or its representatives or any individual or entity under the control of the Merchant of any term, representation, warranty or covenant herein, in connection with this Agreement provided there are no defaults from the Company or its representatives or employees.

11.3 The Parties agree that the Company will indemnify and hold harmless the Merchant, its partners, officers, directors, agents, employees and affiliates, from and against any and all liability, claims, demands, expenses, fees, fines, suits, losses of every kind (including but not limited to fees and expenses of legal counsel) arising out of or resulting from any breach or alleged breach, acts, omissions, negligence, willful misconduct or fraud, default by the Company or its representatives or any individual or entity under the control of the Company of any term, representation, warranty or covenant herein, in connection with this Agreement provided there are no defaults from the Merchant or its representatives or employees.

11.4 The Parties are responsible for non-fulfillment or improper fulfillment of obligations under this Agreement and the liabilities arising from the same.

11.5 The fines and penalties stipulated in this Article 11 may be calculated and set off from the amounts payable to the Merchant after notification of the Company.

11.6 The payment of penalties does not release the Parties from the full implementation of their obligations assigned under this Agreement.

11.7 The Parties are jointly and severally responsible for decisions taken jointly under this Agreement.

Article 12. INDEPENDENT CONTRACTORS

12.1 It is expressly agreed that the Parties shall be independent contractors and that the relationship between the Parties under this Agreement shall not constitute a partnership, joint venture or agency. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of such other Party.

Article 13. NOTICES

13.1 Any notice or other communication to be given or served under or in connection with this Agreement shall be in writing and must be (a) delivered by hand or by courier or (b) sent by email, to the Party due to receive the notice at the following addresses:

13.1.1 URAAA Incorporated (the Company) – address; Greater Philadelphia Area, East Coast, Southern US – Email: [email protected]

13.1.2 All notifications to the Merchant shall be sent to the e-mail address provided by the Merchant at the moment of registration on the Platform, or at such other address or e-mail address as specified by a Party giving notice in accordance with this Clause.

13.2 A notice is deemed to be given or served:

13.2.1 if delivered by hand or by courier, at the time it is delivered; and

13.2.2 if sent by e-mail, at the time it was transmitted.

13.3 In the case of a notice sent by e-mail or delivered by hand or courier, where this occurs after 5:30 p.m. on a Business Day, or on a day which is not a Business Day, the date of service shall be deemed to be the next Business Day.

Article 14. ENTIRE AGREEMENT AND RELATIONSHIP BETWEEN THE TRANSACTION DOCUMENTS

14.1 This Agreement and any other agreements referred to in it contain the whole agreement between the Parties relating to the transactions contemplated by this Agreement and supersede all previous agreements between the Parties relating to these transactions.

14.2 In the event of a conflict between this Agreement and any transaction document, the terms of this Agreement shall prevail. This Agreement may be amended, supplemented or otherwise modified by the Company at own discretion at any time with notification of such amendment to the Merchant via notice of such in the manner set out in clause 13 of the present agreement.

14.3 Each of the Parties acknowledges that it has entered into this Agreement voluntarily and that it has had the full opportunity to obtain and consult with counsel of its choice to advise it in the negotiations for, and in the execution of this Agreement and any transaction documents to be executed pursuant hereto. Each of the Parties further acknowledges that it has read this Agreement and the transaction documents, that it is fully aware of the contents of each such document and the legal effect of each such document and that neither Party has relied upon any advice, representation or warranty of any kind whatsoever from the other Party or its counsel.

Article 15. COSTS

15.1 Each Party shall be responsible for its own costs connected with the preparation and finalization of the Agreement.

Article 16. GENERAL

16.1 Each Party shall from time to time do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things required to give full effect to this Agreement.

16.2 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under applicable laws such provision shall be deemed to be severed from this Agreement and the Parties shall without any delay, and to the extent possible, under the applicable laws, replace such provision with one having an effect as close as possible to the deficient provision. The remaining provisions shall remain in full force.

16.3 Neither of the Parties may assign or transfer all or any part of this Agreement (or any of their respective rights and obligations hereunder) without prior written consent and approval of the other Party.

16.4 This Agreement has been executed in English. In the event this Agreement or any transaction document is translated into any other language the English version shall prevail.

16.5 During the term of this Agreement and for a period of three (3) years thereafter, the Merchant shall not, without the prior written consent of the Company, directly or indirectly, whether for its own account or for any other person or entity, employ, solicit to employ or endeavor to entice away any person employed by Company.

16.6 The Parties shall promptly, and in all cases within seven (7) working days, inform one another in writing of any event or change in circumstances which may reasonably be expected to affect the Contractor’s ability to perform its obligations under this Agreement.

Article 17. FORCE MAJEURE

17.1 In case of partial or complete non-fulfillment of the Contract obligations, the Parties are exempted from liability, if it was the result of force majeure that arose after signing this Agreement which the Parties could not foresee or prevent. Such situations are flood, fire, earthquake, storm, landslides and other natural disasters, explosion, war, declaration of the state of martial law and state of emergency, civil disorder, strikes, suspension of communication means, epidemics, embargo, significant changes in the legislation governing the terms of this Agreement, acts of state bodies, etc., which make it impossible to fulfill the obligations under the conditions defined by this Agreement.

17.2 The Party that has a force majeure situation must, at the earliest opportunity, but no later than five (5) working days after reaching such situation, notify the opposing Party of the occurrence of the situation, and subsequent to the restoration of normal conditions, otherwise will be deprived of the right to use the force majeure situation as a justification in the future.

17.3 From the moment the opposing Party is notified of a force majeure situation, the requirement for the implementation of the relevant contractual obligations of the Party is considered suspended until the conditions necessary for the implementation of the Contract are restored. After the restoration of normal conditions, the Parties discuss the issue of preserving the essential conditions fixed at the time of signing the Agreement, and, if necessary, make changes in accordance with this Agreement.

17.4 If the effect of force majeure continues for more than 2 (two) months, each of the Parties has the right to terminate this Agreement by notifying the Party in advance.

Article 18. WAIVER

18.1 Neither any failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power or privilege.

Article 19. GOVERNING LAW AND JURISDICTION

19.1 This Agreement will be governed by and construed in accordance with the laws of the United States of America, where applicable and otherwise by the laws of the State of Delaware, without regard to its principles of conflicts of laws.

19.2 Any dispute, difference, controversy or claim arising out of or in connection with this Agreement, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the State of Delaware, USA.

19.3 The prevailing Party in any dispute or legal action regarding the subject matter of Agreement shall be entitled to recover attorneys’ fees and costs and any interest on any damages or costs awarded.

IN WITNESS WHEREOF the Parties and or duly authorized representatives of the Parties hereto have hereunto set their respective hands executing and agreeing to the terms and conditions of this Agreement on the date first set out above written: