SELLER TERMS AND CONDITIONS

1.Scope

These Partner Terms and Conditions (hereinafter “Seller Terms'') apply to the agreement (hereinafter “Seller Partner Agreement”) between FRESHGARTEN INC. (hereinafter “FreshGarten”), and a marketplace seller/partner/service provider (hereinafter the “Partner”, “Seller”) (FreshGarten and Partner hereinafter individually “Party” and collectively “Parties”, as the context may require) for the services provided by FreshGarten to the Partner of listing and selling products and/or services  (hereinafter “Products” or “Product”) on and through the following website: www.eatplayheal.com, or any other internet domain property of FreshGarten (hereinafter the “Platform”), collecting, reconciling and executing all transactions (hereinafter “Transaction” or “Transactions”, as the context may require) involving the Partner through the Platform as a payment processing agent for the Partner, and other related content production, sales traffic activities and/or Order fulfilment services or such other services provided by FreshGarten to the Partner (hereinafter “FreshGarten Services''), as agreed in writing between FreshGarten and the Partner.  

The Products provided/sold by the Partner on the Platform in the form of wellness/alternative healing/healthcare/fitness activities/lab tests/classes/consultations/anything where a shipping method is not required (hereinafter “Partner Services”) will additionally follow the terms and conditions under Article 23.

The Products and Partner Services are available to all eligible visitors, users and others (hereinafter “User”) who wish to access or use our Platform.

These Seller Terms shall prevail over any other terms or conditions, except as otherwise provided in the Seller Partner Agreement.

The Partner cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller Partner Agreement, without the prior written consent of FreshGarten. FreshGarten may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller Partner Agreement.

PART A. PROVISIONS APPLICABLE TO THE LISTING OF PRODUCTS ON THE PLATFORM

2. Information about the Products, Content

2.1 The Partner shall provide the Content comprising accurate and complete product information, text, images and any other information related to the Products for each type of Products that the Partner makes available to be listed for sale through the Platform or to be subject of sales traffic activities provided by FreshGarten in the format required by FreshGarten. The Partner will promptly update the Content as necessary to ensure it at all times remains accurate and complete. Partner agrees that it may from time to time request FreshGarten to assist in generating the Content by providing input or references in relation to the sources of the product information and text images and agrees that FreshGarten is not obliged to verify the accuracy, completeness and legality of the Content published on the Platform upon Partner’s request.

2.2 Our Platform allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). The Partner will ensure that the Content, the offer and subsequent sale of any of the Products complies with all applicable laws, regulations and ordinances, including but not limited to minimum age, marking and labeling requirements, product warranties, specifications, drawings, samples and performance criteria, and do not contain any sexually explicit (except to the extent expressly permitted in written form by FreshGarten and allowed under applicable law), defamatory or obscene materials.

2.3 FreshGarten reserves the right to immediately suspend the listing and sale of Products on the Platform if, at its sole discretion, it determines that any part of the Content is incorrect, incomplete or not in compliance with all applicable laws, regulations and ordinances.

2.4 The Partner is prohibited from selling the following Products on the Platform (except to the extent permitted by applicable law of the country or countries, where the Product is listed for sale). For the avoidance of doubt, the list below is not an exhaustive list of items that may not be allowed for sale, and may be updated from time to time in accordance with the applicable laws and at the discretion of FreshGarten:

Weapons (including firearms, air rifle/airsoft guns, pointed and sharp objects and similar and related goods), hazardous substances, explosives and products that violate the prevailing law.

1. Synthetic and prohibited drugs;
2. Black market, counterfeit and imitated goods;
3. Pirated goods or copies of original goods;
4. Products containing profane, obscene, vulgar or sexually explicit labels;
5. Multi-level marketing / Networking;
6. Money games;
7. Products that require registration with Government agencies, without said goods being registered;
8. Devices used in gambling;
9. Protected flora and fauna (including body parts, such as claws, fangs, skins, fluids, etc.); and
10. Particularly for consumer goods or goods having expiration date, the Partner must ensure that it provides the Products with a minimum period after delivery before its expiration date, according to applicable laws and/or specifications of FreshGarten.

2.5 The Partner shall indemnify and hold FreshGarten, its subsidiaries and affiliates, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any claim, demand or action resulting from the inaccurate, incomplete or illegal information or otherwise relating to the Content provided by the Partner.

2.6 The Partner hereby undertakes and represents that it has obtained or shall obtain all necessary licenses, permits or approvals required for the sale of the Products through the Platform prior to the listing of the Products on the Platform.

2.7 The Partner may not in its own capacity or request FreshGarten to provide any Content, or seek to list for sale on the Platform any Products, or provide any uniform resource locator marks (“URL Marks”) for use on the Platform, or request that any URL Marks be used on the Platform, unless the Partner has the right to publish the Content and has the right and license to sell such Products under the applicable law.

2.8 Content must be provided in the language requested by FreshGarten and, to the extent required by the applicable law, in English and/or in the language of the country in which the Products are available to be listed for sale through the Platform.

2.9 The Partner may, in its own capacity or request FreshGarten to, add text, disclaimers, warnings, notices or other Content required by applicable laws, regulations and ordinances, to be displayed in connection with the offer, merchandising, advertising or sale of the Products.

2.10 The Partner grants FreshGarten 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 provided by the Partner, and to sublicense the foregoing rights to the affiliates and operators of FreshGarten for the purposes necessary for the marketing and sale of the goods; provided, however, that FreshGarten will not alter any of the trademarks from the form provided by the Partner (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 the removal requests of the Partner as to specific uses of such trademarks; provided further, however, that nothing in the Seller Terms will prevent FreshGarten from using the Content without the consent of the Partner to the extent that such use is permissible without a license from the Partner or the affiliates of the Partner under applicable law. For avoidance of doubt, all rights to create derivative works from the Content provided by Partner or otherwise commercially exploit any of the Content for purposes outside of this Agreement shall remain exclusively with the Partner.

2.11 FreshGarten may use mechanisms that rate, or allow Customers to rate or review the Products of the Partner and/or the performance of the Partner as a seller and FreshGarten may make these ratings and reviews publicly available.

2.12 Notwithstanding any provision of these Seller Terms, FreshGarten shall have the right, in its sole discretion, to determine the functionality of the Platform including the Content, structure, appearance, design and all other aspects of the Platform, the selling through the Platform, as well as , if any, sales traffic activities, (including but not limited to the right to re-design, modify, remove or alter the content, appearance, design, meta-tags, titles, mark-ups, style sheets, scripts, applications, internal and external links and other aspects of, and prevent or restrict access to the Platform and any element, aspect, portion or feature thereof (including any product listings), from time to time).

3. Sales Traffic Activities

3.1 FreshGarten may provide to the Partner dedicated sales traffic activities (hereinafter “Sales Traffic Activities”), including:

a)Shop-in-Shop (“SIS”) activities, which entail a set of specific design features on the Platform that enhance the visual representation of the Partner by means of a dedicated landing page;

b)Search Engine Marketing (“SEM”) services, which entail the bidding on relevant keywords related to the Products and/or the Partner on electronic search engines; and/or

c)Social Media Sales Traffic Activities, which entail the promotion of the Products and/or the Partner at FreshGarten's landing page of social media platforms.

3.2 FreshGarten reserves the right, in its sole discretion, to decide the scheduling and the relevant share for each one of the specific Sales Traffic Activities, unless otherwise agreed upon in writing by the Parties.

3.3 The Partner will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate, or unlawful activities in connection with the Partner's participation in or use of the Sales Traffic Activities, including:

a)generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise;

b)other than through reporting offered by FreshGarten under the Sales Traffic Activities, collecting any user information, indexing or caching any portion from the Platform, whether through the use of automated applications or otherwise;

c)targeting communications of any kind on the basis of the intended recipient being a user of the Platform;

d)interfering with the proper working of the Platform, the FreshGarten Services or FreshGarten's systems;

e)transmitting any viruses, Trojan horses or other harmful code; or

f)attempting to bypass any mechanism FreshGarten uses to detect or prevent such activities.

3.4 Unless otherwise prohibited under law, Sales Traffic Activities shall be considered, in accordance with the present Seller Terms, as a part of the FreshGarten Services provided by FreshGarten to the Partner.

3.5 Parties agree that the Sales Traffic Activities governed under this Agreement may be subject to separate terms and conditions to be mutually agreed between the parties.

4. Stock level updating and Listing Price updating

4.1 The Partner shall provide, in the format and at such times as FreshGarten may require, accurate, updated, and complete information about the availability status, stock level, and Listing Price of each Product that the Partner makes available to be listed for sale through the Platform.

5. Suspension of Listing of Products on the Platform

5.1 Notwithstanding any provision in these Seller Terms, FreshGarten shall have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or to de-list, or to require the Partner not to list, any or all Products that the Partner makes available to be listed for sale through the Platform or be subject to Sales Traffic Activities, if any, provided by FreshGarten.

PART B. PROVISIONS APPLICABLE TO THE SALES OF GOODS ON THE PLATFORM

6. Access to IT tools

6.1 Any password provided by FreshGarten to the Partner may be used only during the period the Partner is permitted to use the Platform, manage the catalogue of Products listed on the Platform, update information about the Products (e.g. availability status, stock levels and Prices), electronically accept and fulfil the Orders and review the completed Transactions (as defined in Article 7.1 below).

6.2 The Partner is solely responsible for maintaining the security of its password. The Partner may not disclose its password to any third party (other than third parties authorized by FreshGarten to use its account in accordance with the Seller Partner Agreement) and is solely responsible for any use of or action taken by those using its password. If its password is compromised, the Partner must immediately change it, and Partner shall inform FreshGarten regarding the password compromise immediately.

7. Customer Information and Customer Service

7.1 FreshGarten will own all the account information, including but not limited to names, email addresses, telephone numbers, home and/or office addresses, about third party purchasers of Products through the Platform (hereinafter “Customer” or “Buyer”), the information about the sale of Products to Customers through the Platform (hereinafter “Order”) and information related to the Transactions including payments, Service Fees (as defined in Article 15 below), disbursements, refunds, Default Fees and adjustments, and FreshGarten will not be liable to pay any royalties or fees to the Partner in connection with the use of any such Customer account information.

7.2 The Partner shall not confirm Orders, Transactions, deliveries, or give any further information about the fulfilment of the Orders to the Customer, including by mail, email, telephone, fax or any other means of communication. Every communication between the Partner and customer should be through the message center (“Message Center”) provided on the platform.

7.3 FreshGarten shall be responsible for and have sole discretion to deal with Customers relating to Orders. The responsibility of FreshGarten and the Partner in relation to packaging, handling, deliveries, returns, warranties and Orders shall be in accordance with the fulfilment models specified in Articles 10 below and agreed between the Parties under the Seller Partner Agreement.

7.4 FreshGarten shall have the right to determine at its sole discretion whether a Customer will receive a refund, adjustment, replacement, or the other applicable remedies provided under the law, and to require the Partner to reimburse FreshGarten if FreshGarten determines that the Partner is liable to do so in accordance with the Seller Terms.

7.5 Partner shall utilize Customer Information disclosed by FreshGarten to Partner or to which Partner has otherwise collected or obtained access to, pursuant to or in connection with this Agreement, solely for purposes of this Agreement and shall not sell, assign, license, publish, lease or otherwise commercially exploit any Customer Information or utilize Customer Information in any manner for its own benefits or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise, based on or in connection with the Customer Information. All Customer Information shall not be disclosed to any third party without the prior written consent of FreshGarten, and shall be disclosed within Partner’s organization only on a need-to-know basis.

8. Order Verification

FreshGarten reserves the right to reject any particular form of Order or payment for the Products, and not to honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by the Partner.

8.1 FreshGarten may in its sole discretion withhold for investigation and/or refuse to process any Order or Transaction. FreshGarten may use the services of one or more third party processors or financial institutions or such other service providers in connection with the Platform.

8.2 The prices indicated in the Order shall not be subject to any variations and, unless otherwise agreed in writing, shall include fulfilment costs.

8.3 FreshGarten (directly or through a third party at its sole discretion) will not bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a User's/Credit Cardholder's credit card or credit card information or details ) occurring in connection with the Transactions. This will be handled by the User/Credit Cardholder and his/her Credit Card Company. The Partner will bear all other risk of fraud or loss. The Partner will promptly inform FreshGarten of any changes to the nature or specifications of the Products or any pattern of fraudulent or other improper activity with respect to any of the Products that may result in a higher incidence of fraud or other impropriety associated with Transactions involving the Products.

9. Order Fulfilment

9.1 The Partner and FreshGarten shall agree in the Seller Partner Agreement Drop-Shipping Fulfilment Model.

The Partner is responsible for sourcing, storing, selling and packaging all Products. The Products will be shipped by the Partner and delivered to the recipient as per the shipping address specified in the Order. FreshGarten may support the delivery coordination and will also provide after sales services including answering customer enquiries and processing returns.

9.2 The Partner shall be responsible for providing a warranty for all Products, and/or rendering the service in the manner described on the Platform, which has to be in compliance with all applicable laws, regulation and ordinances.

9.3 The Partner shall be responsible to fulfil all Orders for Products in the quantity and quality sold through the Platform and/or as communicated by FreshGarten. All Orders will be final and may not be cancelled or revoked by the Partner except as otherwise provided for in these Seller Terms. The agreement for the supply of the Products or the rendition of the services as provided for in the Order (hereinafter the “Customer Agreement”) is between the Seller and the Buyer. The title to the Products shall remain with the Partner until consummation of the Customer Agreement. FreshGarten shall not be a party to the Customer Agreement, and shall not be liable to any party in relation thereto.

9.4 The Partner undertakes that it shall fully comply with all applicable laws, regulations and ordinances relating to the sale of the Products through the Platform or the rendition of services under the Customer Agreement (including, but not limited to consumer protection laws, regulations, and ordinances, food safety laws, regulations and ordinances, and taxation laws, regulations and ordinances).

9.5 The Partner will be responsible for all costs incurred to ship the Products as well as the outbound cost of any failed deliveries (meaning any Customer Agreement which cannot be successfully executed because a) the delivery address reported on the Order is not correct; b) the Customer is not reachable after various attempts –the number of delivery attempts will be defined by the carrier; or c) the Customer refuses and cancels the Order when the Product is delivered to the address specified on the Order) or return of Products, including cost of freight and transit insurance. Any costs assessed against or incurred by FreshGarten in relation to shipping will be deducted from amounts payable to the Partner, or by other methods at FreshGarten’s election. If applicable, the Partner shall also be responsible for payment of all customs, duties, and taxes and any other charges related to the shipping and custom clearance of Products.

9.6 FreshGarten reserves the right, in its sole discretion, to restrict the destinations to which the Partner may ship Products sold on or through the Platform.

9.7 If the Partner ships the Products from outside of the Philippines, the Partner will be responsible to complete the import procedures (including listing itself as the importer/consignee and nominating a customs broker). If FreshGarten is listed on any import documentation, FreshGarten reserves the right to refuse to accept the Products and/or cancel the Order covered by the import documents and any costs assessed against or incurred by FreshGarten will be deducted from amounts payable to the Partner, or by other method at FreshGarten’s election.

9.8 The Partner shall, in any case, wrap and pack the original packaging of the Products, when preparing the Product for the shipment. In any case, the packaging shall guarantee the integrity of the Products as well as of the related original packaging.

9.9 It is the Partner’s responsibility to properly package each Product in accordance with the sustainability values of FreshGarten. FreshGarten advocates a plastic free, zero wastage, sustainable, and biodegradable packaging.

9.10 FreshGarten shall not be liable for any damage to the original packaging or the Product(s).

10. Provisions Applicable to the Fulfilment of Orders

10.1 The provisions of this Article Ten (10) are applicable to Orders that are fulfilled in accordance with the Drop-Shipping Fulfilment Model.

10.2 FreshGarten will provide to the Partner information in relation to each Order of Products made through the Platform, subject to the restrictions under Article Seven (7).

10.3 The Partner will stop and/or cancel any Orders if FreshGarten so directs. If the Customer has already been charged for such Orders, FreshGarten will execute refunds (and any adjustments) and credit the applicable Customer account. The Partner will reimburse FreshGarten for all amounts so credited.

10.4 The Partner will be solely responsible for, and bear all risk and liability for sourcing, storing, selling, packaging, and providing warranty for all Products (all these in accordance with applicable law).The Partner shall also be responsible for any non-conformity or defect in, damage to, or theft of, the Products, or claims regarding the sourcing, storing, selling, packaging, delivery or non-delivery of the Products due to the issues arising in connection with the fulfilment of the Order, except to the extent caused by:

a)credit card fraud; or

b)failure of FreshGarten to make available to the Partner information about the Order.

10.5 If required by law, the Partner shall be responsible to take out appropriate insurance covering the events mentioned above as well as any other obligation under this Agreement.

10.6 The Partner agrees to ship all orders within the time stipulated by FreshGarten after the receipt of the Order, which shall be no later than twenty-four (24) hours after the receipt of an order, unless a special delivery schedule is arranged for the Partner. Notwithstanding any provision of these Seller Terms, FreshGarten reserves the right, in its sole discretion, to modify these deadlines. FreshGarten also reserves the right to cancel Orders and/or cancel the Transaction if the time frame is not met in which case FreshGarten will charge the Partner a default fee for each order should the seller fail to comply with the deadline.

10.7 The Partner shall produce a tax or sales invoice (in accordance with applicable law), and shall include this documentation in the package. Partner agrees that it is the Partner's responsibility to determine whether Partner taxes apply to the transactions and to collect, report, and remit the correct Partner Taxes to the appropriate tax authority, and that FreshGarten is not obligated to determine whether Partner taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. "Partner 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 the Partner.

10.8 The Partner shall be liable for any damage to the Products due to improper or faulty packaging.

10.9 FreshGarten reserves the right, in its sole discretion, to modify, restrict or cancel the use of any carrier of the Products.

10.10 The Products shall always be accompanied by a delivery note containing among others the following information: name of the Partner, number of the Order, quantity, description of the Products (including, but not limited to a list of codes for inbound Products, list of bar codes for inbound Products, description of the Products, warranty status for each of the Products), gross and net weight, place of delivery and name of addressee, reason for transport, as well as the information expressly required by the applicable law (“Delivery Note”), and other necessary documentation (including tax or sales invoice in accordance with applicable law).

11. Faults, Defects and Non-Compliance of Products

11.1 The Partner warrants to the full extent provided for by law and the applicable manufacturer’s warranty, that the delivered Products or services to be rendered shall comply with the specifications listed on the Platform and with applicable law (that the Products strictly conform to any and all product warranties, specifications, drawings, samples, performance criteria and all applicable quality, quantity, labelling, safety and hygiene requirements) and will be free from faults and defects, and for services, that they will be rendered with due care and skill necessary for that service. FreshGarten reserves the right to make, at any time, directly or through a third party of its choice, a quantity and quality check and to communicate any fault, defect or non-compliance to the Partner by any written means within thirty (30) days of the discovery of the fault, defect or non-compliance.

11.2 In the event of any fault, defect or non-compliance with the applicable law and/or specifications listed on the Platform in relation to Products delivered to the Customer or to FreshGarten’s appointed location, or the services rendered, FreshGarten may request the removal of the Products, and all costs and expenses associated with such removal will be borne by the Partner. Alternatively, FreshGarten may request the Partner to collect the Products affected by defects, faults or non-compliance and provide substitute Products, and all costs and expenses associated with such collection and substitution will be borne by the Partner, and for services for the Partner to specifically perform the service in the manner prescribed on the Platform, all costs and expenses associated with such will be borne by the Partner.

11.3 In any case, FreshGarten reserves the right to demand the compensation of any damage suffered as a consequence of faults, defects and non-compliances.

11.4 The Partner shall indemnify FreshGarten from any cost, loss, expense or damage deriving from any third party claims, legal actions or proceedings brought against FreshGarten and deriving from or in connection with the sale and use of the defective and/or non- compliant Products or FreshGarten Services.

12. Failed deliveries and Return of Products

12.1 Partner will accept returns of Products as per FreshGarten’s return policy, which is defined here.

12.2 Replacement or repair is allowed for returned Products if the customer expressly demands for it. 

12.3 Partner will bear all costs associated with the return and failed deliveries including the Payment Fee and Shipping Fee as this is the cost of retailing online.

12.4 Partner is not allowed to reject a returned item (no upfront rejection), and is required to follow the claims process described in the next succeeding provision. In case a Partner rejects a returned item, Partner waives its right to file an appeal against FreshGarten’s return decision and for all claims against FreshGarten for the returned Products.

12.5 FreshGarten shall not be liable for any claims, demands, liabilities, expenses, losses, cost or damage arising from or relating to the coordination of the delivery of the returned Products, the return of the Products or the quality inspection of returned Products – including, but not limited to, the decay of perishable Products in respect of all direct and indirect losses, special or consequential, including but not limited to loss of revenue, loss of business, loss of anticipated savings or lost profits.

12.6 FreshGarten shall not be responsible for any risk or liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any failed delivery and returned products and will claim all costs incurred in that respect from the Partner.

13. Service Fee

13.1 FreshGarten will invoice to the Partner a fee (hereinafter “Service Fee” or “Platform Fee”) for the Service provided by FreshGarten to the Partner (such as the listing of Products on the Platform, customer service, or Order processing activities), in accordance with applicable law, according to the Prices indicated in the Partnership Agreement.

13.2 Unless otherwise agreed in writing, settlement of the invoices shall be effected by setting off against funds received by FreshGarten from Customers in respect of the Transactions.

14. Payments

14.1 FreshGarten is not and cannot be a party to or control in any manner any transaction between the Platform's Users. For fees and payments please read the Payment Terms

FreshGarten will collect all payments from the Customer (including all cash on delivery payments) as payment processing agent for the Partner and will have the exclusive right to do so, and will remit such funds to the Partner in accordance with the Seller Terms. As a payment processing agent, FreshGarten shall take no responsibility with respect to the legality of the payment transactions between the Customer and the Partner relating to the Orders made through the Platform. The Partner undertakes that all payment transactions are in compliance with the applicable law (including anti-laundering regulations). If expressly authorized by FreshGarten, a logistics service provider/ carrier of Products may also collect payments from the Customer (including cash on delivery payments).

14.2 FreshGarten will reconcile and pay to the Partner all payments, Service Fees, disbursements, refunds, Default Fees and adjustments (“Payments”) in accordance with the Seller Terms. Unless otherwise agreed in writing, FreshGarten will pay the Partner every 15th of the month (for transactions completed between the 16th to month-end of previous month) and 30th of the month (for transactions completed between the 1st to 15th of the month). If the 15th and 30th falls on a weekend, pay-out will be on the next business day.

14.3 If FreshGarten concludes that the actions and/or performance of the Partner, in connection with the Seller Partner Agreement, the Customer Agreement, the Term and such third party agreements relating to Partner’s obligation may result in Customer disputes, chargebacks or other third party claims, or there are any sums owed by the Partner to FreshGarten, or any claims of third parties against FreshGarten arising from the Partner’s performance, whether under purchase order or under any other document, the FreshGarten may, in its sole discretion, withhold any Payments for the shorter of:

a)A period of ninety (90) days following the initial date of suspension;

b)Completion of any investigation(s) regarding the actions of the Partner and/or performance in connection with the Seller Partner Agreement, Customer Agreement and the present Seller Terms.

14.4 In case of breach of contract by the Partner, FreshGarten shall, without limitation, have the right to delay or suspend Payments. Any Payment made by FreshGarten shall not in any way be considered as a waiver of its rights under the Seller Terms or the provisions set out in the Order.

14.5 FreshGarten reserves the right to impose Order value and/or Transaction limits (either a minimum limit or a maximum limit) on some or all Customers or the Partner relating to the value of any Transaction, the cumulative value of all Transactions during a period of time, or the number of Transactions per day or other period of time. FreshGarten will not be liable to the Partner:

a)If FreshGarten does not proceed with an Order or Transaction that would exceed any limit established by FreshGarten, or

b)If FreshGarten permits a Customer to withdraw from a Transaction because the Platform or the Products are unavailable following the commencement of a Transaction.

14.6 The Partner shall be responsible for all relevant taxes, duties, fees and other charges arising out of or associated with the Payments, and the Partner undertakes to FreshGarten that it shall pay all such taxes, duties, fees and other charges on time. To the extent required by the applicable law, FreshGarten shall be entitled to withhold any and all taxes in connection with the Payments. In the event that FreshGarten is held liable for any taxes in connection with the Payments, the Partner shall indemnify FreshGarten for such tax liability irrespective of when such tax liability is assessed.

15 Default Fees

15.1 If the Partner violates specific provisions of the Seller Partner Agreement, the applicable laws, ordinances and regulations, or the Seller Partner Agreement in general, the Partner shall be liable for default fees(Default Fees).

15.2 FreshGarten will invoice to the Partner the Default Fees, if any. Unless otherwise agreed in writing, the payment in respect of Default Fees shall be effected by setting off against funds received by FreshGarten from Customers in respect of the Transactions.

If the Partner breached the Seller Partner Agreement, Partner shall be subjected to Default Fees. Depending on the violation of the Partner, FreshGarten has the sole discretion to charge Default Fees, temporary deactivation of the SKUs of the Partner, temporary deactivation of the Partner Account of the Partner, the permanent deactivation of the SKUs of the Partner and/or the permanent deactivation of the Partner on the FreshGarten platform.

Notwithstanding the immediately preceding paragraphs, FreshGarten shall have the right to pursue further and additional remedies against the Partner, whether civil, criminal or administrative in nature.

16 Organization and independence of the Partner

16.1 FreshGarten is not a party to transactions between Customers and the Partner, and the Partner hereby releases FreshGarten (and its affiliates, agents and employees) from Claims (as defined in Article 16.4 below), demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such transactions.

16.2 The Partner and FreshGarten are independent contractors, and nothing in the Seller Partner Agreement will create any partnership, joint venture, agency, franchise or sales representative relationship between the Parties. The Parties mutually acknowledge that the Seller Partner Agreement shall not cause the establishment of any direct relationship of employment between FreshGarten and persons who provide services to the Partner. The Partner will have no authority to make or accept any offers or representations on behalf of FreshGarten.

16.3 The Partner shall not subcontract any of its rights or obligations under this Agreement without the prior written consent of FreshGarten.

16.4 The Partner releases FreshGarten and agrees to indemnify, defend and hold harmless FreshGarten (and officers, directors, employees and agents) against any claim, loss, damage, settlement, cost, expense, civil fine, penalty or other liability (including, without limitation, attorney’s fees) (each, a “Claim”) arising from or related to:

a)The actual or alleged breach or failure to comply by the Partner and/or its employees, agents or contractors of any obligations in the Seller Partner Agreement or the Customer Agreement;

b)Any sales channels of the Products owned or operated by the Partner (including the offer, sale, fulfilment, refund, return or adjustments thereof), the Content of the Partner, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto;

c)The taxes of the Partner; or

d)Any legal action against FreshGarten arising out of or connected with the Seller Partner Agreement.

16.5 Notwithstanding any other provision in this Agreement to the contrary, nothing contained herein shall oblige FreshGarten or Partner to engage in any action or omission to act which would be prohibited by or penalized under the laws or regulations of the Philippines or any other country.

16.6 If at any time FreshGarten reasonably determines that any indemnified Claim might adversely affect FreshGarten, FreshGarten may take control of the defense at the expense of the Partner, in consultation with the Partner on defense proceedings and Partner shall cooperate in all reasonable aspects with FreshGarten in relation to the proceedings.

16.7 These Seller Terms will not create an exclusive relationship between FreshGarten and the Partner. Nothing expressed or implied in these Seller Terms is intended or shall be construed as giving any person other than the Parties hereto any legal right, remedy, or Claim under or in respect of these Seller Terms. These Seller Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of FreshGarten and the Partner.

16.8 As between the Partner and FreshGarten, the Partner will be solely responsible for all obligations associated with the use of any third party service or feature that the Partner permits FreshGarten to use on its behalf, including compliance with any applicable terms of use.

16.9 FreshGarten reserves the right to delegate or sub-contract the performance of any of its functions in connection with the performance of its obligations under the Seller Partner Agreement and reserves the right to use any service providers, subcontractors and/or agents on such terms as FreshGarten deems appropriate.

17 Termination and Withdrawal

17.1 FreshGarten has the right to unilaterally and immediately terminate the Seller Partner Agreement and the Seller Terms upon the occurrence of any of the following events:

a)the Partner being in breach of any obligation or warranty under the Seller Partner Agreement and failing to remedy the same within seven (7) days from receipt of a digital/email/written notice from FreshGarten of such breach;

b)the Partner passing a resolution for its winding up or a court of competent jurisdiction making an order for the Partner’s winding up or dissolution;

c)the making of an administration order in relation to the Partner or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Partner’s assets;

d)the Partner making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;

e)the Partner ceasing or threatening to cease to carry on business;

Notwithstanding the foregoing, FreshGarten will have the right to unilaterally terminate the Seller Partner Agreement and the Seller Terms without cause, at FreshGarten’s sole discretion, with fourteen (14) days’ notice to the Partner of such termination.

17.2 The Partner has the right to unilaterally terminate the Seller Partner Agreement with thirty (30) days notice, unless there are pending cases that need to be resolved first, after the occurrence of any of the following events:

a)FreshGarten delaying payment for more than thirty (30) days without valid reason according to the Seller Terms;

b)FreshGarten delaying returns for more than sixty (60) days without valid reason according to the Seller Terms;

c)the making of an administration order in relation to FreshGarten or the appointment of a receiver over FreshGarten’s assets;

d)FreshGarten making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;

e)FreshGarten ceasing or threatening to cease to carry on business;

f)Notwithstanding the foregoing, the Partner will have the right to unilaterally terminate the Seller Partner Agreement and the Seller Terms without cause, at Partner’s sole discretion, with fourteen (14) days’ notice to FreshGarten of such termination.

17.3 Before termination of the Seller Partner Agreement, the Partner shall inform FreshGarten of all concluded agreements entered into with Customers, which have to be performed. For the avoidance of doubt, the Partner shall remain responsible for the fulfilment of all pending Orders. If the Partner fails to do so, FreshGarten may cancel the Orders and may impose the Service Fee applicable to that Orders plus a Default Fee on the Partner in accordance with Article 15.1, to be deducted from any Payments to be paid by FreshGarten to the Partner.

18 Industrial and intellectual property rights

18.1 The Partner represents and warrants to FreshGarten that it is the owner or has lawful rights with respect to patents, copyrights, trade secrets, trademarks, trade names, or other intellectual property rights relating to the Products and the Content and it is not aware of any claims made by any third party with regard to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the Content, advertising, publishing, promotion, manufacture, sale, distribution or use of the Products and by this representation to not infringe on the above mentioned rights directly or indirectly.

18.2 The Partner agrees to release, defend, protect, indemnify and hold FreshGarten and its affiliates harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property rights infringement or other claim, demand or action resulting from the Content, advertising, publishing, promotion, manufacture, sale, distribution or use of the Products.

18.3 The Partner shall not be entitled to use any intellectual property belonging to FreshGarten without FreshGarten’s prior approval in writing.

19 Confidentiality

19.1 For purposes of the Seller Terms, “Confidential Information” means any data or information that is proprietary to FreshGarten, its affiliates, subsidiaries or affiliated companies, and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:

a)any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present or future business activities of such Party;

b)any past or present performance results, including orders and volumes;

c)any plans and strategies for expansion;

d)any products or services, and customer or supplier lists;

e)any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;

f)any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and

g)any other information that should reasonably be recognized as confidential information of the disclosing party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.

19.2 The Partner shall not disclose Confidential Information, except with the prior written consent of FreshGarten. The Partner may only use the Confidential Information for the purpose of performing the Seller Partner Agreement, and not for any other purposes. Notwithstanding the foregoing, the Partner may disclose Confidential Information for any of the following reasons:

a)to comply with the mandatory provisions of applicable Law or the rules of any recognised jurisdiction;

b)the information is properly disclosed to the professional advisers, auditors or bankers of the Partner, provided that the recipient first agrees not to disclose the information;

c)the information is in the public domain, other than through a breach of this clause;

d)for the purposes of any arbitration or legal proceedings arising from the Seller Partner Agreement; and

e)to any governmental authority at their request.

19.3 The rights and obligations of the Partner under this Article 20 shall survive termination of Seller Partner Agreement.

19.4 Return of Confidential Information:

a)The Partner shall return and redeliver to FreshGarten all tangible material embodying the Confidential Information provided hereunder and all minutes, notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (hereinafter “Notes”) (and all copies of any of the foregoing, including copies that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture, (hereinafter “Copies”) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of:

i.the termination of the Seller Partner Agreement;

ii.at such time as FreshGarten may request.

The return of such documents must be performed within twenty-four (24) hours after the occurrence of the events referred to above.

b)However, the Partner may retain such of FreshGarten’s documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Partner, with the written consent of FreshGarten may (or in the case of Notes, at the Partner’s option) immediately destroy any of the foregoing embodying Confidential Information (or the non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by officer of the Partner supervising the destruction.

19.5 No warranties are made by either Party under these Seller Terms. The Partner understands that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by FreshGarten.

20 Force Majeure

20.1 FreshGarten shall not be liable to Partner or be deemed to be in breach of the Seller Partner Agreement by reason of any delay in performing or any failure to perform any of FreshGarten’s obligations if the delay or failure was due to any event or cause beyond FreshGarten’s reasonable control (each an event of “Force Majeure”). Without prejudice to the generality of the foregoing, the following shall be regarded as events of Force Majeure:

a)Act of God, explosion, flood, tempest, fire or accident;

b)War or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;

c)Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority:

d)Import or export regulations or embargoes;

e)Interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of FreshGarten or of a third party);

f)Health epidemics declared by the World Health Organization;

g)Interruption of production or operation, difficulties in obtaining raw materials labour, fuel parts or machinery; and,

h)Power failure or breakdown in machinery.

20.2 Upon the occurrence of any of the events set out in Article 20.1, FreshGarten may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events set out in Article 20.1 shall continue for a period exceeding one (1) month, FreshGarten may forthwith terminate the Seller Partner Agreement upon giving notice in writing to the Partner.

21 Miscellaneous

21.1 Compliance with law: In its performance under this Agreement or any Customer Contract, Partner shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any personal data protection, import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this Agreement may be performed. Upon FreshGarten’s request, the Partner shall provide any written certification, licenses, permits, approvals or registrations as proof of compliance required by any law, ordinance, code, or regulation. For avoidance of doubt, Partner shall only use and/or disclose personal data received from FreshGarten solely for the purpose of performing its obligations under this Agreement or any Customer Contract and in accordance with the requirements under the applicable personal data protection laws and regulations and in manner that ensures FreshGarten remains in compliance with the requirement under the applicable personal data protection laws and regulations.

21.2 Partner warrants that it is an entity duly organized, valid and existing under the laws of the Philippines or under the laws of its respective jurisdictions, that all corporate actions and/or authorizations and/or approvals on the part of the Partner and the Partner’s board of directors, owner/s, or partner/s, and officers necessary for the authorization and execution of this Agreement, and the performance of all obligations herein, have been taken prior to the execution of the Agreement, and this Agreement, when executed shall constitute a valid and legally binding and enforceable obligation of the Partner, in accordance with the terms, and that the entry into and the performance by the Partner of the obligations and/or transactions contemplated by this Agreement do not and will not conflict with any law, order, rule or regulation applicable to the Partner, any provision of the Partner’s Articles of Incorporation and By-Laws or any agreement, contract or instrument binding upon it or any of its assets, real or personal.

21.3 At all times during the Term, Partner must comply with all of the standards and manuals prescribed by FreshGarten. FreshGarten may at any time change any of the standards or manuals or introduce new standards or manuals in accordance with the Seller Terms of this Agreement. Partner acknowledges and agrees that such changed or introduced standards or manuals will bind Partner upon receipt of FreshGarten's notice, and Partner will implement such changes or introductions required to ensure that it complies with the standards and manuals. The standards and manuals are incorporated by reference into this Agreement.

21.4 The Platform and the FreshGarten Services are provided on an "as is'' basis. Except as expressly provided for in the Seller Partner Agreement, FreshGarten makes no other representations or warranties of any kind, express or implied, including: 

i) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; 

ii) that the Platform, or the FreshGarten Services will meet Partner's requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; 

iii) that the information, content, materials, or products included on the Platform will be as represented by FreshGarten, available for sale on a timely manner, lawful to sell, or that FreshGarten or the Buyers will perform as promised; 

iv) any implied warranty arising from course of dealing or usage of trade; and 

v) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or willful misconduct by FreshGarten. 

Partner acknowledges that any information and any materials provided by or through the Platform and the FreshGarten Services, may contain inaccuracies or errors and FreshGarten expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by Law. Any link found on the Platform is provided for Partner's convenience to provide further information. It does not signify that FreshGarten endorses the website and FreshGarten has no responsibility for the content of the linked website.

21.5 To the maximum extent permitted by applicable law, FreshGarten will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of or in connection with the Seller Partner Agreement, the Customer Agreement, the Platform, the FreshGarten Services, the inability to use the FreshGarten Services, the Products, or from messages received or transactions entered into, provided that FreshGarten will compensate Partner for any direct damages : i) resulting exclusively, or primarily from FreshGarten's fraud, gross negligence or willful misconduct; and ii) as provided under Articles 8 (risk of credit card fraud) of the Seller Terms. Unless they are directly or indirectly the result of fraud, negligence or willful misconduct of Partner, its agents or contractors, Partner will not be held liable for any indirect, incidental, punitive, and consequential damages arising out of or in connection with the Seller Partner Agreement.

21.6 The actual or future invalidity or ineffectiveness of one or more provisions in these Seller Terms shall not affect the validity or effectiveness of the whole document.

21.7 The failure of a Party to exercise its rights in case of breach of contract by the other Party shall not be considered as a waiver of its rights under the Seller Terms or under the applicable law.

21.8 The Partner shall not be liable for the delayed or total or partial non-fulfilment of its obligations under the Seller Partner Agreement if such delay or non-fulfilment is due to an event of Force Majeure. In case the event of Force Majeure prevents the Partner from performing its obligations for more than five (5) consecutive days, FreshGarten shall be entitled to terminate the Seller Partner Agreement.

21.9 The Partner represents that it is familiar with the all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with this Agreement, and will not undertake any actions that may violate the anti-bribery and corruption laws. Accordingly, Partner hereby agrees that:

a)Partner will not employ/retain a person who is a governmental official or employee, including employees of government-owned or government-controlled corporations, agencies or bodies, unless services retained are bona fide consulting work and – where required – retained official has obtained necessary approvals by competent authorities/employer to be retained for said consulting services.

b)Partner will not, directly or indirectly, make any payment, offer or promise to make any payment or transfer of anything of value to a governmental official or employee, or to any political party or any candidate for political office, with the purpose of influencing decisions favourable to FreshGarten’s business in contravention of the anti-bribery and corruption laws.

c)Partner will promptly advise FreshGarten in writing in the event that any person employed by or associated with Partner becomes such government official, political party official or candidate, unless services retained are bona fide consulting work and – where required - retained official has obtained necessary approvals by competent authorities/employer to be retained for said consulting services.

d. Partner shall maintain true and accurate records necessary to demonstrate compliance with this Agreement and shall provide to FreshGarten a written certification of such compliance upon simple request.

e. FreshGarten shall have the right to audit such books and records of Partner for the purposes of assessing compliance with the provisions in this Agreement subject to reasonableness as to place, date and time of said audit, all to the extent such books and records relate to Partner’s performance under this Agreement.

f. If the Partner fails to comply with any of the provisions of this Agreement (irrespective of the size, nature or materiality of such violation), such failure shall be deemed to be a material breach of this Agreement and, upon such failure, FreshGarten shall have the right to terminate this Agreement with immediate effect upon written notice to Partner, without penalty or liability of any nature whatsoever. 21.10 The Partner shall comply, and shall ensure that each of its principals, owners, shareholders, officers, directors, employees and agents complies, with all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with this Agreement.

21.11 The singular of terms used in these Seller Terms includes the plural and vice versa, unless the context otherwise requires.

21.12 Any reference to national, provincial, local or foreign rules or provisions are meant to also include all provisions and regulations issued pursuant to such provisions, unless the context otherwise requires.

21.13 FreshGarten reserves the right to change any of the terms and conditions contained in these Seller Terms or any fees, procedures, Policies governing the FreshGarten Services at any time and in its sole discretion. These changes will take effect once it is posted  on the Platform. Changes to Policies may be posted without notice. Partner is responsible for reviewing the notices and Policies. Partner's continued use of this Platform and the FreshGarten Services following the changes will constitute Partner's acceptance of such changes and if Partner does not agree to any changes to these Seller Terms or to the Policies, Partner must discontinue the use of the FreshGarten Services, the Platform, or FreshGarten may discontinue Partner’s use of the FreshGarten Services, the Platform (except to the extent required herein) and the Seller Partner Agreement will be terminated.

21.14 The terms and conditions of Articles 16.4, 16.5, 16.6, 17.3, 18 and 19 shall survive the termination for any reason whatsoever of the Seller Partner Agreement.

21.15 This Seller Partner Agreement constitutes the entire agreement of the Parties and supersedes all previous understandings, undertakings and agreements (whether oral or written, and formal or informal).

22 Claims, Applicable Law, Venue and Arbitration

22.1 These Seller Terms are in English, which language shall be controlling in all respects. These terms are governed by the law of the Philippines.

22.2 Any claim of the Partner under the Seller Partner Agreement must be submitted to FreshGarten within sixty (60) days from the shipped date or scheduled date of the Order. For the avoidance of doubt, after the lapse of this period, the claim shall not be entertained.

22.3 All claims must be submitted by Partner to FreshGarten by sending an email to support@eatplayheal.com.

22.4 The reason for the claim shall be stated in the claims form, and the ground must be valid, otherwise, the claim may be considered as fraudulent, incorrect or groundless, in which case, Partner shall be liable for such fraudulent, incorrect or groundless claim. In addition, the claims form must indicate the Partner details, Order Number, and item identification, and should include the following, according to applicability and relevance: the carrier manifest, the return number, pictures of the item or goods, proof of sales invoice release, affidavits, and other such documents that FreshGarten may request or require.

22.5 After the receipt of the claim, FreshGarten shall evaluate the claim within a reasonable time frame.

22.6 FreshGarten shall be the sole arbiter of the claims of the Partner. Depending on the claims relied upon and the proof submitted, a claim may be denied or approved, and such denial or approval shall be communicated to the Partner within a reasonable time frame. However, if FreshGarten determines that it cannot decide on the claim within a reasonable time frame, FreshGarten may request for such other additional documentation from the Partner.

22.7 Partner is not allowed to appeal the denial of the claim by FreshGarten. Partner shall be held liable for fraudulent, incorrect or double claims, to the extent of the value of the claim.

22.8 The payment of the claims by FreshGarten to Partner represents FreshGarten’s total liability for any obligations that FreshGarten or its agents or representatives may have for the claim of the Partner.

22.9 Both parties shall settle, to the extent reasonably practicable, by negotiation, discussion, and agreement, any question, query or dispute arising out of this Agreement.

22.10 Any dispute arising from the enforcement or the interpretation of the terms of this Agreement shall be settled by arbitration in accordance with the Alternative Dispute Resolution Act of 2004 (or R.A. No. 9285). In the event that the dispute has not been resolved by arbitration within sixty (60) days of initiating said procedure or if a party elects not to undergo such procedure, either party may bring the matter to the proper courts of Marikina City, to the exclusion of all other courts.         

23 Seller Terms specific to Partner providing Partner Services to FreshGarten Customers:

The Partner shall provide the Partner Services as per the details on the Platform. 

23.1 The Partner shall provide details of their working hours, available slots, locations, details regarding various Products along with a description of the same in the manner as required by the FreshGarten from time to time. The Partner shall provide at least a 2 (two)-week prior notice via email in the event of any change in the above-mentioned details of the Partner to FreshGarten. 

23.2 The details of the Partner including contact details, sessions details, profile details, and such other information as required under applicable laws or as required by the User to avail the partner services may be listed and provided on the Platform. You understand and confirm that all such details of the Partner shall be as per the information provided by them, and Platform has no control over such details and information. The authenticity and genuineness of such information shall be the Partner’s sole responsibility and Platform shall have no liability with respect to the authenticity of such information.

23.3 Based on the availability of the Partner Services, the User  shall be allowed to book an appointment / session / class with the Partner. A service request to avail the Partner Services may be placed by the User in such manner as may be agreed between the Partner and Platform from time to time (hereinafter “Service Request”). Upon acceptance of the Service Request by the Partner, the Partner shall provide the Partner Services in diligent, timely and professional manner, in compliance with the applicable laws and at a minimum, in accordance with best-accepted industry practices applicable to the performance of such services, and in compliance with the terms and conditions of this Agreement.

23.4 Any cancellation of an allocated and/or accepted Service Request by the Partner is prohibited except in exceptional circumstances based on a justifiable explanation provided by the Partner to FreshGarten via email. The Partner must immediately contact FreshGarten if the Partner needs to cancel or refuse an allocated Service Request. Any such cancellation or refusal to provide Partner Services may lead to a deduction from, or withholding of part or whole of, the fee to the extent necessary to reimburse the actual cost, loss or expense to Platform of such cancellation or refusal.

23.5 Partner agrees and confirms that the provision of any Partner Services shall solely be their responsibility and therefore Partner hereby agrees that any complaint/s by the User/Buyer regarding the Partner Services will be considered to be a breach of the obligations by the Partner hereunder for which Platform shall not be responsible in any manner. Partner shall solely be liable or responsible for any loss or damage caused or suffered by any of the User/Buyer pursuant to the receipt of the Partner Services. If there is any serious complaint regarding any Partner, FreshGarten may, in its sole discretion, immediately terminate any arrangement with such Partner and delist the Partner.

23.6 The Partner shall upon receipt of a notice in respect of improvement of service quality, take immediate steps to remedy the same at its own cost and expense failing which the Partner may be immediately delisted from the Platform.

23.7 The Partner shall always ensure that the services are performed / delivered in a manner so as to protect the reputation and goodwill of the Platform and/or any of its business associates and that it shall not act in a manner derogatory to the business and goodwill of the Platform and/or any of their business associates. The Partner should not discriminate against the other User for any reason, including on the basis of sex, race, caste, creed etc.

23.8 The Partner must provide the Partner Services to User: (a) in accordance with all applicable laws; (b) with all due care and skill; (c) in a courteous, effective and timely manner; and (d) in a manner as communicated / required by FreshGarten, or their policies, from time to time.

23.9 The Partner must not use or affix any Platform or any of their affiliates or associates’ branding (including their logo or other sticker) on any of the Partner Services unless agreed by the Parties or placed by the Platform or required by applicable law, in which case the Partner must adhere to the terms laid by FreshGarten.  

23.10 The Partner shall make himself / herself / itself available for such training as FreshGarten may be required to organize pursuant to Applicable Law or as FreshGarten may deem necessary.

23.11 The Partner hereby represents that the Partner Services being provided by it will not infringe any intellectual property right or any other right of Platform and/or any third party.

23.12 Partner shall ensure that it has or has procured all rights, title and interest in patents, moral rights, copyrights, trademarks, proprietary marks and/or licensed software, service marks used or placed in relation to the Partner Services provided by the Partner, including but not limited to copyrights on any music, sequence of movements and formats which are part of its services. Partner shall indemnify and keep Platform and Company indemnified from any third-party infringement claims in respect of any Partner Services.     

CHANGES

We may modify Seller Terms at any time by posting the amended terms on this site. It is your responsibility to review these Seller Terms periodically.

Your continued use of the Platform following the posting of revised Seller Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

By continuing to access or use our Platform after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use our Platform.

CONTACT US

If you have any questions about these Seller Terms, please contact us on support@eatplayheal.com.