Products and services on Luxxry.com are provided by Fooshia Limited (both individually and jointly referred to as “Luxxry”).
This Merchant Agreement governs your access to and use of Luxxry's website, products, and services ("Products") for the sale of items (“Merchandise”) directly
through the Site or Applications.
This Merchant Agreement is between you, the merchant, together with any company, affiliate or other business entity you are representing (collectively, the “Seller”,
“you” or “your”) and Luxxry.
Note: These Terms of Service are effective as of November 22, 2015.
Fooshia Limited. ("Luxxry", "our", "us" or "we") provides the services offered by Luxxry (the "Services") through our website, accessible at www.luxxry.com (the
"Site"), and our applications for mobile devices (the "Applications").
Any Seller who wants to access the Site or Applications for use of the Services to sell Merchandise must accept the terms and conditions of this Merchant Agreement without change.
BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS MERCHANT
AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE THAT ARE INCORPORATED BY REFERENCE.
Luxxry reserves the right to change any of the terms and conditions contained in this Merchant Agreement or any policies or guidelines governing the Site,
Applications or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on luxxry.com
You are responsible for reviewing the notice and any relevant changes. Changes to referenced policies and guidelines may be posted without notice to you.
YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING LUXXRY’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR
ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS MERCHANT AGREEMENT, DO
NOT CONTINUE TO USE THE SERVICES, THE SITE OR APPLICATIONS.
Use of the Site, Applications and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not
allowed to use the Services.
To register, you must provide your real name, address, phone number, e-mail address, tax identification number and valid banking information.
You represent and warrant that:
(a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business operates or is registered
and that you are registering for the Services within such country; and
(b) you have all requisite right, power and authority to enter into this Merchant Agreement and perform your obligations hereunder.
If for any reason, Luxxry, in its discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to the Seller, to suspend or
revoke any and all licenses under this Seller Agreement or to refuse to provide the Services of the Site to the Seller under this Seller Agreement.
In addition to receiving cash on delivery, Luxxry uses third party service providers (“Payment Service Providers”) for customer and merchant payment services and
settlements (e.g. card acceptance, payment alternatives, merchant settlement and related services). Luxxry may also use online bank transfers.
By making use of some or all of these payment services on the Site you agree to be bound by the Payment Service Providers terms and conditions and hereby
consent and authorize us to delegate the authorizations and share the information you provide to us with our Payment Service Providers to the extent required to
provide the payment services to you.
The terms and conditions of the aforementioned MAY be viewed at their relevant websites.
The aforementioned may also be contacted directly for support either by email or by phone via the relevant information at their respective websites.
2) Sellers' Listing Fees and Payment Terms
All fees for use of the Site and Applications are listed as a percentage of final sale prices unless stated otherwise and are incorporated herein by reference.
All fees and payment terms may vary in the future. The fee and payment terms in effect on the date of sale of the Merchandise shall govern the transaction. Fees
shall range between 4-5% of the merchant sale price.
You should check the fees and terms each time you participate.
All fees are deducted from the final transfer of funds to the Seller. By listing an item for sale on the Site, you authorize Luxxry to deduct any fees from amounts due.
Luxxry fees usually range between 4-5% of the retailers cost.
3) Applicable Policies and Guidelines
We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you.
timing that we designate) any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information
You will not send customers emails concerning shipping confirmation of products you sell (except that to the extent we have not yet enabled functionality for your
account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of products you sell in
a format and manner reasonably acceptable to us).
Promptly after shipment of a customer's order (or any portion of the customer's order), you will accurately inform us that the order has been shipped (and, in the case
of a customer order that is shipped in more than one shipment, accurately inform us which portion of the order has been shipped), using our standard functionality
for communicating such information when we make that functionality available to you.
Failure to provide confirmation of shipment within the time frame specified by us (e.g., 7 days after the date an order was placed), we may in our sole discretion
cancel (and/or direct you to stop and/or cancel) any such transaction, and you will stop and/or cancel any such transaction upon such request by us.
You will comply with any instructions from the manufacturer, distributor and/or licensor of a product regarding its handling and packaging.
Street Date for Delivery (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which such product
should not be delivered or otherwise made available to customers) or the Street Date for Disclosure (which means the date, if any, specified by the manufacturer,
distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly).
4) Luxxry’s Responsibilities
Luxxry provides a platform for Sellers and buyers ("Buyers") to complete transactions.
Luxxry is responsible for
receiving payments and for making deliveries of products
the item up to the point of delivery and receipt of payment
return of the product if not purchased.
making remittances to the merchants.
Luxxry reserves the right to:
Discontinue the merchant shop if the merchant product is not provided as listed
Return goods to the merchant whether they are paid for or not
Remove images of products which do not meet Luxxry’s standards.
5) Merchant Responsibilities
As a Seller, you may list any item on the Site unless it is a prohibited item as defined in the Site’s Terms of Service, this Merchant Agreement or otherwise
prohibited by law.
Merchants are responsible for;
Ensuring that it has inventory of products lists, as listed
Ensuring that products supplied match the image and description provided on the site
Without limitation, you may not list any item or link or post any related material that
(a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights
of publicity or privacy);
(b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is up to the Seller to accurately describe the
item for sale. As a Seller, you use the Site and the Services at your own risk.
If Luxxry believes in its discretion that your sale or any products, services, content or other materials in the listing or on Luxxry’s servers may create liability for
Luxxry or harm other users of the Services, then you agree that Luxxry may take any actions with respect to the content or materials or listing that Luxxry believes
are prudent or necessary to minimize or eliminate our potential liability or to protect other users of our Services.
Seller is solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content of the sale posted to the Site, including all
descriptions of Merchandise and disclosure and warnings of product materials that are required to be disclosed by any applicable domestic and international laws,
statutes, ordinances and/or regulations where the Merchandise is offered for sale.
If you have reason to believe that your sale is in violation of any law or the rights of any third party, you will promptly send notices to us using the functionality for
contacting Luxxry as provided on the Site. Notwithstanding anything contained in the foregoing, if you breach any of the terms of this Merchant Agreement, Luxxry
is entitled to suspend or terminate your sale(s) and/or any access to information or data related to your merchant account.
6) Service License
Seller acknowledges and agrees that, as between you and Luxxry, all Services and Applications provided by Luxxry, and all worldwide intellectual property rights
therein, are the exclusive property of Luxxry. All rights not expressly granted to you in this Agreement are reserved by Luxxry.
Seller acknowledges that the Services and Applications and their structure, organization, and source code constitute valuable intellectual property of Luxxry.
Accordingly, you will not, either directly or through a third party,
(a) modify, adapt, alter, translate, or create derivative works from the Site, Applications or Services; or
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Site, Applications or Services.
7) Merchant Registration
IN ORDER TO SELL MERCHANDISE ON THE SITE, YOU MUST REGISTER YOUR MERCHANT INFORMATION ON THE SITE.
You must provide us
true and accurate information when registering and must maintain and update that information as applicable.
Seller will not impersonate any person or use a name he or she is not legally authorized to use.
Seller authorizes us to verify his or her information (including any
updated information), to obtain credit reports about Seller in order to approve Seller for use of the Site and to obtain an initial credit authorization from Seller's bank
account at time of registration.
a. Luxxry and any third party agents designed by Luxxry facilitate the purchase of Merchandise listed on the Site. A Buyer's authorized credit card or other
form of payment ("Payment Transaction") is credited to a registered Seller's account, and funds are periodically transferred to the Seller's designated checking
account ("Seller's Account").
The Buyer may authorize a Payment Transaction with any major credit card accepted by Luxxry or a coupon code, referral credit or gift card(s) issued by
Luxxry or any combination thereof. Receipt of Payment Transaction funds by us on a Seller's behalf will be deemed receipt of funds by Seller and will satisfy
the obligations owed to Seller by the Buyer in the amount of the applicable Payment Transaction.
Upon completion of a Payment Transaction a receipt indicating that payment has been made will be furnished to the Buyer. Our obligation to remit funds
collected by us on your behalf will be limited to funds that we have actually received and that are not subject to chargeback or reversal.
Luxxry and any third party agents designed by Luxxry help facilitate Payment Transactions and are not the purchaser of the Seller's goods.
b. Payment Transactions can be credited only to bank checking accounts in Nigeria or any other country shown as supported by our standard functionality and
enabled for your account (which functionality may be modified or discontinued by us at any time without notice).
Sellers waive any rights with respect to payment when shipping to an address other than that provided by the Buyer.
c. The Site is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance.
We can initiate Payment Transaction credits to Seller's Account only on a Business Day when the automated clearinghouses are open for business.
For purposes of this Merchant Agreement, a Business Day is a Monday through Friday, excluding Nigerian banking holidays. We will inform you of each
completed transaction using our standard procedures.
d. We will initiate a transfer to the Seller on a rolling basis for the total amount of Payment Transactions received from Buyer's authorized credit card
transactions, less any refunds, adjustments, or other amounts paid to Buyers in connection with purchases as well as applicable Seller fees. In the event that the
Buyer submits payment, or partial payment, to the Seller via Luxxry issued gift card, coupon code or user earned referral credit, Luxxry shall be responsible
for transferring the value of such portion of the Buyer’s transaction to the Seller upon deposit of payment.
e. Transfers to the Seller's Account will generally be credited within five Business Days of the date of payment receipt.
f. As a security measure, we may, but are not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction,
disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per
day or other period of time. We will not be liable to Seller:
(i) if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us for a security reason, or
(ii) if we permit a Buyer to withdraw from a transaction because the Site or Applications are unavailable following the commencement of a transaction.
g. If we reasonably conclude based on information available to us that Seller's actions and/or performance in connection with the Services may result in Buyer
disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are
otherwise due to you in connection with the Services or this Merchant Agreement for the shorter of:
(a) a period of 90 days following the initial date of suspension; or
(b) Completion of any investigation(s) regarding any Seller actions and/or performance in connection with this Merchant Agreement.
We will not be liable to Seller if we act in accordance with the provisions of this Section.
h. All notices will be sent by e-mail or will be posted on the Site. We will send notices to Seller at the e-mail address maintained in Luxxry’s records for Seller.
Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. Seller will send notices to us using the functionality for
contacting Luxxry as provided on the Site.
i. There is no fee for registering to sell on the Site or Applications. The fees for sales processed via the Site or Applications are deducted from any final
payments transferred to Sellers. We may, in our sole discretion, waive, reduce, or reverse charges or fees for a specific transaction.
j. We may refuse service to anyone for any reason. We may earn interest or other compensation from the balances in our bank accounts that result from the timing
difference between our being paid by Buyer and our bank account being debited to pay Payment Transaction credits to Seller.
We will not bear the risk of credit card fraud in connection with any of Seller's products that are not fulfilled strictly in accordance with the order information and
shipping information that we provide you. We reserve the right to seek reimbursement from Seller if we, in our sole discretion, decide to reimburse Buyer, provide a
refund to Buyer if Seller cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer's credit card issuer for
the amount of Buyer's purchase from Seller.
We may obtain reimbursement of any amounts owed by Seller to Luxxry by deducting from future payments owed to Seller, reversing any credits to Seller's
Account, or seeking such reimbursement from Seller by any other lawful means.
You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your Luxxry account.
k. Seller may terminate his or her participation in the Site or Applications at any time by informing us using the standard method then-currently provided by Luxxry
for such termination, and we may terminate Seller's participation in the Site or Applications at any time without notice to Seller. Upon termination, Seller must pay
us whatever fees were incurred prior to the effective date of the termination. Also upon termination, any pending transactions will be canceled.
l. We reserve the right, upon termination, to set off against any payments to be made to Seller, an amount determined by us to be adequate to cover chargebacks,
refunds, adjustments or other amounts paid to Buyers in connection with purchases from Seller's Account for a prospective three-month period.
At the end of such three-month period following termination, we will disburse to Seller any amount not used to offset chargebacks, refunds, adjustments, or such
other amounts paid to Buyers, or seek reimbursement from Seller via any of the means authorized in Section 5.k. above for any additional amount required to offset
chargebacks, refunds, adjustments, or other amounts paid to Buyers, as applicable.
8) Reservation of Rights
Luxxry retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design,
modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site, Application and the Service and any element, aspect, portion or
feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in our sole
discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions.
You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper,
you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper).
You will refund any customer (in accordance with this Merchant Agreement) that has been charged for an order that we stop or cancel.
9) Employee Participation
Employees of Luxxry and its affiliates are permitted to participate in their personal capacity in the transactions conducted through the Site and Applications (unless
they have confidential information about a particular item).
Employees of Luxxry and its affiliates, when participating in any transaction in their personal capacity, are subject to this Merchant Agreement and the same
procedures and guidelines contained in Luxxry’s Terms of Service as any Buyer or Seller on this Site.
10) Seller Transactions
.a. Fees and Pricing. For each purchase completed through the Site or Applications, Luxxry collects the amount paid by the Buyer, including the item price,
shipping or other charges and any applicable taxes. We deduct, as a referral fee, a percentage of the item price excluding shipping and any taxes collected through
Luxxry or its tax collection services or agents. Luxxry shipping rates apply to all items sold (see table of shipping rates and credits at the time of listing).
.b. Pricing. You may list items at any price you feel is fair. We recommend that the item price and total price of an item you list on the Site and Applications are at or
below the item price and total price at which you offer and/or sell the item via any other online sales channel. The item price is the amount payable by a Buyer,
excluding shipping and handling, as it appears when you list an item.
.c. Total Price. The total price is the amount payable by a Buyer as well as all terms of offer/sale. This includes discounts, rebates, coupon codes, or special
sales/promotions you offer/make with respect to purchases.
.d. Sale Price. This will be the sum of the Seller’s price and the % mark up, to be deducted by Luxxry before remittance is made.
.e. Order Fulfillment. Except otherwise agreed, Luxxry is solely responsible processing and fulfilling customer orders generated through the listing, and handling
any customer inquiries, complaints, or disputes arising from orders or sales generated through your listing.
.f. Purchase Price. Seller will determine the purchase price for each item he or she lists on the Site, subject to Luxxry’s standard functionality for listing the
purchase price, provided that the Seller must abide by any procedures and guidelines Luxxry may indicate with respect to pricing.
.g. Other Services. Luxxry may make certain order fulfillment services, such as payment verification and processing, available through third party vendors
(“Vendor(s)”), which may be pursuant to a separate agreement between you and the applicable Vendor.
.You understand and agree that Luxxry is not responsible for the availability or provision of such services or for such Vendor’s non-performance or breaches.
.Luxxry does not guarantee the availability, security or delivery of such services or that you will be eligible for any Vendor’s services.
11) Seller Obligation
By entering into this Merchant Agreement and posting a listing for sale, Seller agrees to complete the transaction as described by this Merchant Agreement. You
acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
You covenant that any products, services, or content published and listed shall not violate Luxxry’s Terms of Service as it may be amended from time to time, or any
of the following:
.a. Be false, inaccurate or misleading;
.b. Be fraudulent or involve the sale of counterfeit, stolen or infringing items;
.c. Infringe or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
.d. Violate any law, statute, ordinance or regulation (including those governing privacy, publicity, export control, consumer protection, intellectual property,
gambling, unfair competition, antidiscrimination, criminal activities or false advertising);
.e. Be defamatory, libelous, offensive, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of
death or injury, or other unlawful activities;
.f. Be obscene or contain adult items, nudity or child pornography;
.g. Contain any viruses, Trojan horses, worms, time bombs, spiders, or other computer programming routines that may damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or personal information;
.h. Involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and you shall not use your account as a return address for
unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid, ponzi schemes or the like;
.i. Involve the collection, sale or transmission of, or attempt to collect personally identifiable information of any person or entity, except with the express written
consent of that person or entity and of which consent you shall maintain a written record for a period of three (3) years after any termination of this Merchant
.j. Be harmful or potentially harmful to Luxxry’s Server structure as determined Luxxry’s discretion, including without limitation overloading the Luxxry’s technical
.k. Create liability for Luxxry and its subcontractors or expose them to undue risk or otherwise engage in activities that Luxxry, in its sole discretion, determines to
be harmful to Luxxry, its affiliates, operations, reputation, or goodwill; and
.l. Link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate this
Merchant Agreement; and
Seller agrees not to publish, offer for sale, sell or otherwise distribute any of the following items on, through or connected with your sale:
.a. Blood, bodily fluids or body parts;
.b. Burglary tools;
.c. Counterfeit items;
.d. Illegal drugs and drug paraphernalia;
.e. Fireworks, destructive devices and explosives;
.f. Identity documents, government documents, personal financial records or personal information (in any form, including mailing lists);
.g. Lottery tickets, sweepstakes entries or slot machines;
.h. Obscene material or child pornography;
.i. Offensive material or hate speech;
.j. Police badges or uniforms;
.k. Prescription drugs or devices;
.n. Recalled items;
.o. Prohibited services;
.p. Stocks or other securities;
.q. Stolen property; or
.r. Any product or service that is illegal or marketed or sold in such a way as to create liability for Luxxry.
You further agree not to publish, offer for sale, sell or otherwise distribute any of the following items, except as permitted by, and in full compliance with, all
applicable federal, state, local and other laws:
.a. Digital files that you do not own or have all necessary rights or license to store, display, perform, copy and distribute;
.b .Event tickets;
.c. Food items;
.d. Tobacco products;
.e. Alcoholic products;
.f. Hazardous, restricted or perishable items;
.h. Animals, animal products, plants and seeds;
.i. Charitable services or goods and fundraising;
.k. Currency and stamps;
.l. Used items, such as clothing or, bedding and cosmetics;
.m. Adult items or pornography;
.n. Content or material that is infringing or otherwise violates the law, including: music; movies; e-books; games; videos; photographs and software; or
.o. Weapons and other related items, including, without limitation, firearms, firearm parts and magazines, ammunition, BB and pellet guns, tear gas, stun guns,
switchblade knives and martial arts weapons.
12) Seller Taxes
You agree that it is the Seller's responsibility to determine whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to
the appropriate tax authority, and that Luxxry is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales,
use, or similar taxes arising from any transaction, except to the extent Luxxry expressly agrees to collect taxes or other transaction-based charges in connection with
a collection service made available by Luxxry and used by Seller.
"Seller Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or
required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Site, or otherwise in
connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or
13) Returns and Refunds
You will accept and process returns, refunds and adjustments in accordance with this Merchant Agreement and the Luxxry return policies published on the Site and
Applications at the time of the applicable order, and we may inform customers that these policies apply to your products.
You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be
paid by you to Buyers in connection with purchases, using functionality we enable for your account, and will route all such payments through Luxxry and any third
party agents designed by Luxxry.
We will provide any such payments to the Buyers (which may be in the same payment form originally used to purchase your product), and you will reimburse us for
all amounts so paid. We may offset such payments against any amounts to be remitted or paid by Luxxry to Seller under this Agreement or seek reimbursement from
Seller via any of the authorized means authorized under Section 7(l).
You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Luxxry return policies and as required by law, and in no
case later than thirty (30) days after the obligation arises.
14) Password Security
Your password may be used only to access the Site and Application, use the Services, electronically sign your transactions, and review your completed transactions.
You are solely responsible for maintaining the security of your password.
You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or
action taken under your password on this Site. If your password is compromised, you must change your password.
15) Illegal Activity
.a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable
laws, statutes, and regulations. You may not register under a false name, business entity, tax identification number or use an invalid or unauthorized bank account.
You may not impersonate any participant or use another participant's password(s).
.Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Luxxry will cooperate to ensure that
violators are prosecuted to the fullest extent of the law.
.b. Investigation Luxxry has the right, but not the obligation, to monitor any activity and content associated with the Site and Applications and investigate as we
deem appropriate. Luxxry also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate.
Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site or
Applications, including listings. Luxxry reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is
.c. Disclosure of Information. Luxxry also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement
officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Luxxry’s systems and customers, or to ensure the integrity
and operation of Luxxry’s business and systems, Luxxry may access and disclose any information it considers necessary or appropriate, including but not limited to
user contact details, IP addressing and traffic information, usage history, and posted content.
16) Privacy; Use of Luxxry Transaction Information.
frequently for changes.
Luxxry and its affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to
such communications regardless of any "customer communication preferences" you may have indicated on the Site or Applications or by any other means.
When you use the Services, some personally identifiable information about you, including your username, phone number and email address, may be displayed on the
Site, Applications or provided by Luxxry representatives and may be viewed by potential Buyers.
.b. Confidentiality. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order or Buyer information or other data or
information acquired by you or your affiliates from Luxxry or its affiliates (or otherwise) as a result of this Merchant Agreement, the transactions contemplated
hereby or the parties' performance hereunder, except you may disclose this information as necessary for you to perform your obligations under this Merchant
Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to
17) No Warranties
THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. LUXXRY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
.a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
.b. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED,
TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
.c. THAT YOU WILL SELL ANY MERCHANDISE THROUGH THE SITE OR APPLICATIONS OR THAT BUYERS WILL PERFORM AS PROMISED;
.d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
.e. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF LUXXRY.
TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LUXXRY DISCLAIMS ANY AND ALL SUCH WARRANTIES.
18) General Release
BECAUSE LUXXRY IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT OR MERCHANT
DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTIES, YOU RELEASE LUXXRY(AND ITS AGENTS AND EMPLOYEES) FROM
CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED
AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
19) Indemnity/Limitation of Liability.
.a. Indemnity and Defense. You will defend, indemnify and hold harmless Luxxry and its affiliates (and their respective employees, directors, officers agents and
representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising
out of any Claim that arises out of or relates to:
(i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Merchant Agreement; or
(ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell,
any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the
collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other
proceeding instituted by a person or entity.
.b. Limitation of Liability. LUXXRY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT,
INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS MERCHANT
AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
20) Applicable Law
The laws of the state of the Federal Republic of Nigeria govern this Merchant Agreement and all of its terms and conditions, without giving effect to any principles
of conflicts of laws or the Convention on Contracts for the International Sale of Goods.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services, and your listing, sale
and fulfillment of products through the Site or Applications.
All Disputes shall under this Agreement shall firts be subject to Arbitration under the relevant Arbitration Laws of the Federal Republic of Nigeria, failing which
some other form of dispute resolution may be employed.
22) Your Grant
By entering into this Merchant Agreement and listing an item, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use,
reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any
manner, any and all of the content you submit to Luxxry, the Site, Applications and its affiliates, and to sublicense the foregoing rights to our affiliates and operators
of any website or other online or mobile point of presence (other than the Site or Applications) through which the Site, Applications and/or products or services
available thereon are syndicated, offered, merchandised, advertised or described;
provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are
separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size
trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal
requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site, Applications or
provided further, however, that nothing in this Merchant Agreement will prevent or impair our right to use without your consent the content and any other materials
provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law,
referential use under trademark law, or valid license from a third party).
You represent and warrant that you own or otherwise control all of the rights to the content you submit to Luxxry, the Site, Applications and its affiliates, and that
the use of such materials by Luxxry, the Site, Applications and its affiliates will not infringe upon or violate the rights of any third party.
Luxxry, in its sole discretion, may suspend or terminate this Merchant Agreement, your access to the Site, Applications or the Services, or any current sales
immediately without notice for any reason.
24) Rights Upon Termination
In the event of expiration or termination for any reason, any rights granted under this Merchant Agreement shall automatically and immediately cease and you shall
stop using the Site, Services and Applications. Termination shall not affect the rights of Luxxry to recover from you losses, damages, indemnity, defense costs,
expert costs, collection costs and/or attorney’s fees or expert witnesses’ cost or other costs of any kind under this Merchant Agreement.
The provisions of this Merchant Agreement that by their nature are ongoing, or as explicitly provided, will survive termination or expiration of this Merchant
Agreement for any reason.
25) General Provisions
.a. Entire Agreement. This Merchant Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the
and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject
.b. No Agency; Third-Party Beneficiary. You hereby appoint Luxxry or any third party selected by us as your payment-processing agent for the limited purpose of
receiving Payment Transaction funds on your behalf. Except as provided in the preceding sentence, Luxxry is not the agent, fiduciary, trustee, or other representative
Nothing expressed or mentioned in or implied from this Merchant Agreement is intended or shall be construed to give to any person other than the parties hereto
any legal or equitable right, remedy, or claim under or in respect to this Merchant Agreement.
This Merchant Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and
exclusive benefit of Luxxry, you, and relying Buyers or Sellers.
.c. Severability. If any provision of this Merchant Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed
severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
.d. No Waiver. Luxxry will not be considered to have waived any of our rights or remedies described in this Merchant Agreement unless the waiver is in writing and
signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver.
Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Luxxry’s failure to enforce the strict performance
of any provision of this Merchant Agreement will not constitute a waiver of Luxxry’s right to subsequently enforce such provision or any other provisions of this
26) How to Contact Luxxry
We welcome and encourage you to provide feedback, comments and suggestions for improvements to this Merchant Agreement , our Site, Applications and
If you have any questions, complaints or claims, please contact us at email@example.com.