Company Associate Agreement | tejo
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Company Associate Agreement

Tejo Sellers Terms

Welcome to Tejo’s Marketplace, a service for cosmetic retailers used to sell makeup, skin care, cosmetics and beauty Products.

THIS TEJO SERVICES AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND MIRRABEL Inc. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY FOR EACH COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE (IN EACH CASE, THE "ELECTED COUNTRY").

As used in this Agreement, "we," "us," and "Tejo" means the applicable Tejo or Mirrabel Contracting Party and any of its applicable Affiliates, and "you" means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement.

1. Enrollment.

To begin the enrollment process, you must complete the registration process. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law (for example, the Elected Country may not allow minors to use the Services). As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.

To use this Service, you must provide us with valid bank account information for a bank account acceptable by Tejo (conditions for acceptance may be modified or discontinued by us at any time without notice) ("Your Bank Account"). You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information) to deposit funds to your bank account.

The Products sold by you must must comply with all applicable laws in the US and Canada to be sold by Tejo. Product information must be provided. You will provide in the format we require accurate and complete Required Product Information for each Product or service that you offer through any Tejo Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any Tejo Site comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on any Tejo Sites; or provide any URL Marks for use, or request that any URL Marks be used, on any Tejo Site.

 

Tejo may at any time or for any reason request a Product sample to be sent to our offices at the address specified. You must also provide a sample for all color cosmetics when you add a new Product, or change the color of the Product. Samples will not be given away or sold to any one; it will be used strictly for Tejo’s information about the Product. Failure to send a Product to the specified address at your cost within thirty days of the request will result in the removal of the Product listing on Tejo sites until such a Product is received and processed.

 

2. Service Fee Payments; Receipt of Sales Proceeds; Shipping and delivery.

When a good is sold through Tejo, the good is bought from you for 80% of the list price provided by you plus the calculated shipping cost plus applicable sales taxes for Tejo’s headquarters located in Toronto Ontario Canada. The amount owed will be recorded in your account and can be accessed through your account with tejo.

 

Shipping and Handling Charges.

For Your Products ordered by customers through a Tejo Site we will determine the shipping and handling charges subject to our the following policies. When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling. The Weight of the Product is determined by the total boxed weight of the Product provided by you, the country it is being sent from and to.

 

For shipping within Canada

 

<100g

 

 

100-200g

 

 

200-300g

 

 

300-400g

 

 

400-500g

 

 

>500g

 

 

$2.50 CAD

 

 

$2.95$ CAD

 

 

$4.10 CAD

 

 

$4.7 CAD

 

 

$5.05 CAD

 

 

$9.00 CAD

 


 

For shipping in the USA

 

<50g

 

 

50-100g

 

 

100-200g

 

 

200-500g

 

 

400-500g

 

 

$2.50 USD

 

 

$2.95$ USD

 

 

$4.98 USD

 

 

$9.93 USD

 

 

$12.00 USD

 


 

Payments

You authorize Mirrabel, Inc. ("Tejo Payments") to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf, remitting Sales Proceeds to Your Bank Account, charging your Credit Card, and paying Tejo and its Affiliates amounts you owe in accordance with this Agreement or other agreements you may have with Tejo Affiliates.

 

All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us. Payments will be released six times a year. If your Tejo Seller Account exceeds 1,000.00 CAD you may request at any time for the funds to be released to you and they will be released within four business days of the request plus any bank processing time.

 

Your Sales Proceeds will be held in an account with Tejo (a "Seller Account") and will represent an unsecured claim against Tejo Payments. Your Sales Proceeds are not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to you, Tejo Payments may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable Laws. You will not receive interest or any other earnings on any Sale Proceeds. To the extent required by applicable Laws, Tejo Payments will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

 

Verification

We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time to time consumer credit reports to establish or update your Seller Account or in the event of a dispute relating to this Agreement or the activity under your Seller Account. You agree to update all Seller Account information promptly upon any change.

 

Sale and Fulfillment.

You will be responsible for: (a) shipping and fulfilling orders as they come in on a individual basis. package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements and ship each of Your Products so the expected arrival date is within thirty days of the day the order was placed; (b) retrieving Order Information at least once each business day from our site, orders may also be sent to you via e-mail or through an API. (c) fulfill Your Products throughout the Elected Country (except to the extent prohibited by Law or this Agreement); (d) provide to Tejo information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (e) comply with all Street Date instructions; (f) ensure that we are the seller of each of Your Products; (g) include an order-specific packing slip within each shipment of Your Products; (h) identify us as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and Tejo as the Person to which a customer may return the applicable Product (i) approving a quarterly invoice for the Products ordered that quarter from Tejo; and (j) except as expressly permitted by this Agreement, not send customers emails confirming orders or fulfillment of Your Products. (k)Product must be shipped in time to be received by the customer in eleven business days given normal circumstances. otherwise you must provide the customer with a free sample of one of your Products or pay tejo a $5.00 CAD fine. You will still be responsible for guaranteeing the order arrives to the customer.(m) If an order is lost/stolen in transit or the customer receives a broken or damaged good you have eleven business days from when you receive notice of the broken/missing goods to ship the customer a new unbroken Product, or the customer will be refunded and you will be charged back your proceeds for the sale plus a five dollar (CAD) fine and any additional fees tejo incurs because of the transaction (credit card fees ect.). Tejo at its discretion may choose to not enforce the fine policy or reduce it’s costs (n and m) if reasonable attempts were made to guarantee customer satisfaction.

 

Cancellations, Returns, and Refunds.  Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with Your Transactions through Tejo. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay and the shipping fee we payed you (excluding our commission).

 

Credit Card Fraud

Tejo is responsible for any credit card fraud. 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 or cancel orders of Your Products if we ask you to do so. If you have already transferred Your Products to a carrier or shipper when we ask you to stop or cancel an order, you will use commercially reasonable efforts to stop or cancel delivery of that order. You will be refunded for an order that was stopped or cancelled because of fraudulent activities, otherwise you will refund any customer that has been charged for an order that we stop or cancel.

 

Parity with Your Sales Channels.

 

You are free to determine which of Your Products you wish to offer on a particular Tejo Site. You will maintain parity between the Products you offer through Your Sales Channels and the Products you list on any Tejo Site by ensuring that : (a) the Purchase Price and every other term of offer or sale of Your Product (including any "low price" guarantee, rebate or discount, any free or discounted Products or other benefit available as a result of purchasing one or more other Products, and terms of applicable cancellation, return and refund policies) is at least as favorable to Tejo Site users as the most favorable terms upon which a Product is offered or sold via Your Sales Channels (excluding consideration of Excluded Offers); and (b) the Content, Product and service information, and other information regarding Your Products that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them.(b) Notify us. Tejo at its discretion may allow companies to offer higher prices in some jurisdictions.

 

Problems with Your Products

Delivery Errors and Nonconformities

 

Recalls. You are solely responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of Your Products, except to the extent caused by:(a) our failure to make available to you Order Information as it was received by us or resulting from address verification or (b) The customer is not fully satisfied with the Product because of a poor recommendation (the Product was the wrong color to compliment the skin or made the skin oily ect; NOT because of a Product defect, or the use of hazardous ingredients). You are responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other Products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other Products provided in connection with Your Products.

 

Chargebacks

If we inform you that we have received or initiated a claim under or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us in a format and manner we specify: (a) proof of fulfillment of Your Product(s) (as applicable); (b) the applicable Tejo order identification number; (c) a description of Your Product(s) (as applicable); and (d) any terms provided by you or us and displayed on the Tejo Site at the time of the transaction in question. If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (i) credit card fraud for which we are responsible; or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by Tejo) and all associated credit card association, bank, or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates.



 

If we determine that your actions or performance result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Tejo or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to Tejo or third parties persist. For any amounts that we determine you owe us, we may (a) charge payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.

In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Tejo or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Policies, may result in their forfeiture.

As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because a Tejo Site or Service is unavailable following the commencement of a transaction.

3. Term and Termination.

The term of this Agreement will start on the date of your completed registration for or use of a Service, whichever occurs first, and continue until terminated by us or you as provided in this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service for any reason at any time by notice to you. You may terminate this Agreement or any Service for any reason at any time by e-mail to l.subramoniam@tejo.ca. Termination or suspension of the Service will not terminate until you receive an email response acknowledging receipt. You may also call 1-647-573-8112 to suspend your account immediately. You are responsible for shipping all Products ordered until it is confirmed that your account has been suspended.

Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16, 19, and 20 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

 

Dormant Accounts

If there is no activity (as determined by us) in connection with your Seller Account for the period of time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your Seller Account open and maintaining the Sales Proceeds in your Seller Account. If you do not respond to our notice(s) within the time period we specify, we will send the Sales Proceeds in your Seller Account to your residency, as determined by us based on the information in your Seller Account.

4. License.

You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to resize 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 applicable Tejo Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

5. Representations.

You represent and warrant to us 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 is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you is at all times accurate and complete; (d) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

 

We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and Tejo may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable Tejo Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Selling on Tejo Service Terms.

6. Indemnification.

You release us and agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any of Your Sales Channels other than Tejo Sites and Tejo Associated Properties, Your Products (including their offer, sale, performance, and fulfillment), Your Materials, 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) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or (d) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

7. Disclaimer & General Release.

a. THE TEJO SITES AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE TEJO SITES, AND THE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE TEJO SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

b. IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES TEJO (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.

8. Limitation of Liability.

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF TEJO HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO TEJO IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

9. Social Media influencers.

It is common for cosmetic companies to give free Products and samples to social media influencers as a form of promotion. Tejo helps facilitate this promotion by reaching out to beauty bloggers and recommending your Products. In return you must ship the Products (either full size or sample size) requested by the social media influencers to their given address  at your own cost. These will appear as orders within our service, but no amount owed to you will be recorded. Tejo has a strong interest in making sure the influencers content reflects well on our and your brand but we cannot be held responsible for anything an influencer says or does.

10. Tax Matters.

Tejo pays taxes to all applicable jurisdictions for the sale with the end customer. We purchase a service from you to deliver the Product to the customer at 80% of list price (plus additional shipping charges).

 

In canada we provide you with the appropriate sales tax for a purchase of services at our headquarter in Toronto ON. On a quarterly basis tejo requires an invoice for all services in canada. Tejo is able to generate this report for you upon request, however you will be responsible for signing off on it.

 

In the United states we provide no sales tax to you for purchasing a service in the United States and therefore no invoice is required.

 

We purchase a service from you to deliver a given Product to the consumer. Any other taxes or fees that are a result of shipping the Product to the end customer are your sole responsibility.


 

11. Confidentiality.

During the course of your use of the Services, you may receive information relating to us or to the Services, including but not limited to Tejo Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Tejo's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

12. Force Majeure.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties.

Subject to the Transaction Processing Service Terms (if the Elected Country for a Service is the United States), you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Tejo, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

14. Use of Tejo Transaction Information.

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Tejo Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Tejo Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective Products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Tejo Site user. In addition, you may only use tools and methods that we designate to communicate with Tejo Site users regarding Your Transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of Your Products. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to Tejo Transaction Information for any purpose, even if that information is identical to Tejo Transaction Information, provided that you do not target communications on the basis of the intended recipient being an Tejo Site user.

15. Suggestions and Other Information.

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Tejo Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

16. Modification.

We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on the applicable Tejo Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the General Terms and the Service Terms will be posted for at least 30 days. YOUR CONTINUED USE OF A SERVICE AFTER TEJO'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

17. Password Security.

Any password we provide to you may be used only during the Term to access your retailer account (or other tools we provide, including the Site, as applicable) to use the Services, electronically accept 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 in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

18. Export.

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

19. Miscellaneous.

The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them.

We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your program application or within your account or by any other means then specified by Tejo. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any "E-mail Preferences" (or similar preferences or requests) you may have indicated on the applicable Tejo Site, or by any other means. You may change your e-mail addresses and certain other information in Seller Central and the MWS Site, as applicable. You will ensure that all of your information is up to date and accurate at all times. You must send all notices and other communications relating to Tejo to our Merchant Services Team by using the contact us form.

This Agreement incorporates and you accept the applicable Service Terms and Program Policies, which Tejo may modify from time to time. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. If the Elected Country is Canada, then it is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.) The English version will control. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

 

Services Apis and Connections

The Marketplace Web Service (“MWS”) is any Service that enables your systems to interface with certain features or functionality available to Sellers. MWS and MWS Materials are provided by us at no charge, subject to the General Terms of this Agreement and the Marketplace Web Service Terms. All terms and conditions applicable to MWS and MWS Materials are solely between you and us.

 

We grant you a limited, revocable, non-exclusive, non-sublicensable, non transferable license to do the following: (a) access and use MWS, and install, copy, and use MWS Materials, solely in support of your use of the Services covered by this Agreement in accordance with any applicable MWS Specifications, or (b) access and use MWS, and install, copy, use, and distribute MWS Materials, for the purpose of integrating or enhancing a Seller’s systems with the features and functionality permitted by us to be accessed through MWS, but solely in support of Sellers who (i) we approve as participating in good standing in the applicable Services covered by this Agreement, and (ii) have specifically authorized you to provide support services for their Selling Account under an agreement between you and the applicable Seller.

 

Restrictions.

You may use and access MWS and applicable MWS Materials only through MWS APIs documented and communicated by us to you. You may not and may not authorize any other party to do any of the following with MWS or MWS Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, that MWS or any MWS Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; (h) deploy any feature on your website, web apps or other technology you own, produce, or pay for the Production of that can match cosmetics to an individual based one one or many pictures of themselves while using our service; or (i) engage in any activities we otherwise prohibit. In addition, all licenses granted in these Marketplace Web Service Terms are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.

Account Identifiers and Credentials. To access MWS APIs, you must use your Account Identifiers and Credentials in accordance with these Marketplace Web Service Terms. Your Account Identifiers and Credentials are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.

Security of Your Information. You are solely responsible for the development, content, operation, and maintenance of Your Information, and for properly configuring and using MWS and taking your own steps to maintain appropriate security, protection and backup of Your Information, including using encryption technology to protect them from unauthorized access and routinely archiving them. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any of Your Information in connection with MWS (including as a result of your or any Seller’s or other third party’s errors, acts, or omissions).

MWS Applications. Prior to making your MWS Application available for commercial use, you must thoroughly test your MWS Application to ensure that it operates properly with MWS and MWS Materials, including, without limitation, that it complies with MWS Specifications.

Information and System Access. To the extent you access or use MWS or MWS Materials for the purposes set forth in Section MWS-2.1 of this Agreement, you will not access or use any Selling Account unless and only for so long as the access and use is (a) approved beforehand in writing by the Seller as part of a binding agreement between you and the Seller, and (b) required to deliver or operate an MWS Application to or on behalf of the Seller in accordance with that agreement. You may not modify the account settings, Content, or offers of any Selling Account or make any other change to a Selling Account except to the extent authorized in writing by the Seller as part of a binding agreement between you and the Seller. You will not access or use any MWS Transaction Information or Personal Information for any purpose other than the delivery or operation of an MWS Application to or on behalf of the Seller. You may not reproduce or disseminate or disclose to any third party any MWS Transaction Information or Personal Information for any purpose. Without limiting the foregoing, you will (i) take appropriate technical and organizational measures to protect against unauthorized or unlawful processing or use of MWS Transaction Information or Personal Information and against accidental loss or destruction of, or damage to, MWS Transaction Information or Personal Information, (ii) maintain all MWS Transaction Information and Personal Information logically separate from all other information, and (iii) at all times ensure that you are aware of and have documentation of the location of all copies of any MWS Transaction Information or Personal Information stored by or for you.

 

Termination.

Termination of Your Access to MWS and MWS Materials.

Without limiting the parties’ rights and obligations under the Agreement, we may limit, suspend, or terminate your access to MWS and all MWS Materials at any time and for any reason upon notice to you, including but not limited to circumstances where your access to any other Service is suspended or terminated, where the access of any Seller you support to use one or more Services is suspended or terminated, or if we determine:

  • your use of MWS or MWS Materials

    • (a) poses a security risk to MWS or MWS Materials or any Seller or other of our customers

    • (b) may harm our systems or any Seller or other of our customers

    • (c) may subject us or any third party to liability;

  • You are using MWS or MWS Materials for fraudulent or illegal activities

  • Our provision of any aspect of MWS or MWS Materials to you is prohibited by law.

Upon any suspension or termination of your access to MWS, you will immediately cease use of MWS and all MWS Materials. Upon any termination of your access to MWS, you will also immediately destroy all MWS Materials. Upon any suspension or termination of your access to MWS, we may cause your Account Identifiers and Credentials to cease to be recognized by the Tejo Network for the purposes of MWS and MWS Materials. We may change, deprecate, or discontinue MWS or MWS Materials (including by changing or removing features or functionality of MWS or MWS Materials) from time to time.

Suggestions

If you suggest to us improvements to MWS or MWS Materials (collectively, "MWS Suggestions"), in addition to the rights you grant to us in the General Terms, we will own all right, title, and interest in and to the MWS Suggestions, even if you have designated the MWS Suggestions as confidential. We will be entitled to use the MWS Suggestions without restriction. You irrevocably assign to us all right, title, and interest in and to the MWS Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the MWS Suggestions. We reserve the right to contact Sellers in order to conduct periodic surveys to ascertain Sellers’ general level of satisfaction with the MWS and MWS Materials and with your delivery of related services to Sellers, and you agree that we may publically report the results of surveys without restriction.

Rights in MWS, MWS Materials, MWS Specifications, and the Tejo Network.

As between you and us, we or our licensors own all right, title, and interest in and to MWS, MWS Materials, MWS Specifications, and the Tejo Network. You obtain no rights under this Agreement from us or our licensors to MWS, MWS Materials, MWS Specifications, or the Tejo Network, including any related intellectual property rights.

Indemnification.

In addition to your obligations under the General Terms of this Agreement, you agree to defend, indemnify, and hold harmless us, our Affiliates, our and their licensors, and each of our and their respective employees, officers, directors, and representatives from and against any Claims arising out of or relating to: (a) your use of MWS or MWS Materials (including any of Your Materials you upload, transfer, or otherwise make available to or through MWS); (b) Your Information or the combination of Your Information with other applications, Content, or processes, including any claim involving alleged infringement or misappropriation of third party rights or the use, development, design, Production, advertising, or marketing of Your Information; or (c) any dispute between you and any Seller.

Disclaimers.

IN ADDITION TO THE DISCLAIMERS IN THE GENERAL TERMS OF THIS AGREEMENT, MWS AND MWS MATERIALS ARE PROVIDED "AS IS". WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING MWS OR MWS MATERIALS, INCLUDING ANY WARRANTY THAT MWS OR MWS MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY SOFTWARE, DATA, TEXT, AUDIO, VIDEO, IMAGES, OR OTHER CONTENT YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH MWS, INCLUDING YOUR INFORMATION, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE INABILITY TO USE MWS OR MWS MATERIALS, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO MWS OR MWS MATERIALS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO MWS OR MWS MATERIALS; OR (D) ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO MWS OR MWS MATERIALS. WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAY DISCONTINUE PROVIDING OR DEPRECATE MWS AND ANY MWS MATERIALS, AND MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF MWS AND ANY MWS MATERIALS FROM TIME TO TIME, AND YOU AGREE THAT NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE LIABLE TO YOU FOR ANY OF THE FOREGOING ACTIONS.

 

Non-Exclusive Rights.

The rights we grant you in this Agreement are nonexclusive, and we reserve the right (a) to develop or have developed for us Products, services, concepts, systems, or techniques that are similar to or compete with any of the Products, services, concepts, systems, or techniques that you may develop or use in connection with MWS or MWS Materials and (b) to hire, appoint, or assist third party developers or systems integrators who may offer Products, services, concepts, systems, or techniques that are similar to or compete with yours. Each of us will be free to establish our own pricing for our Products and services. As between you and us, you will be solely responsible and liable for payment of all costs and expenses of any nature incurred by you or your employees in connection with the performance of your obligations and exercise of your rights under these Marketplace Web Service Terms or under any agreement you enter into with any Seller or other third party.

Confidentiality.

You agree not to disclose any Confidential Information we make available under these Marketplace Web Service Terms. However, you will not be required to maintain the confidentiality of any information we make available under these Marketplace Web Service Terms that: (a) is or becomes publicly available without breach of this Agreement; (b) can be shown by documentation to have been known to you at the time of your receipt from us without breach of this Agreement or any other agreement between you and us; (c) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (d) can be shown by documentation to have been independently developed by you without reference to Confidential Information.

No Third Party Beneficiaries.

Except as expressly set forth in these Marketplace Web Service Terms, these Marketplace Web Service Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Marketplace Web Service Terms

 

Definitions

 

As used in this Agreement, the following terms have the following meanings:

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

"Tejo Associated Properties" means any website or other online point of presence, mobile application, service or feature, other than an Tejo Site, through which any Tejo Site, or Products or services available on any of them, are syndicated, offered, merchandised, advertised, or described.

"Tejo Site" means, as applicable, the CA Tejo Site, or the US Tejo Cosmetics Site.

"Tejo Transaction Information" means, collectively, Order Information and any other data or information acquired by you or your Affiliates from Tejo, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.

“Social media influencer”  means any person with an online presence that has more than 20 thousand followers, subscribers or views in the past six months. It is any one that Tejo believes will be influential in the purchasing of cosmetics.

"CA Tejo Site" means the website, the primary home page of which is identified by the url www.tejo.ca, and any successor or replacement of such website.

"Content" means copyrightable works under applicable Law and content protected by database rights under applicable Law.

"Governing Courts" means the applicable one of the following:

  •  

  • the state or Federal court in King County, Washington (if the Elected Country is Canada, Mexico, or the United States),

  • the laws of the State of Washington, United States together with the Federal Arbitration Act and other applicable federal law (if the Elected Country is Canada, Mexico, or the United States),

  • the laws of Japan (if the Elected Country is Japan).

"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.

"Local Currency" means the applicable one of the following:

  • U.S. Dollars (if the Elected Country is the United States),

  • Canadian Dollars (if the Elected Country is Canada),

  • Mexican Pesos (if the Elected Country is Mexico)

 

"Order Information" means, with respect to any of Your Products ordered through a Tejo Site, the order information and shipping information that we provide or make available to you.

"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

"Program Policies" means all terms, conditions, policies, guidelines, rules, and other information on the applicable Tejo Site, on Seller Central, or on the MWS Site, including those shown on the "Policies and Agreements" section of Seller Central or elsewhere in the "Help" section of Seller Central (and, for purposes of the Fulfillment by Tejo Service, specifically including the FBA Guidelines).

"Sales Proceeds" means the gross proceeds from any of Your Transactions, including all shipping and handling, and other charges, and including taxes.

"Service" means each of the following services: Selling on Tejo, the Marketplace Web Service.

"Service Terms" means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.

"US Tejo Site" means that website, the primary home page of which is identified by the url www.amazon.com, and any successor or replacement of such website.

"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to Tejo or its Affiliates.

"Your Personnel" means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.

"Your Product" means any Product or service (including Optional Coverage Plans) that you: (a) have offered through the Selling on Tejo Service; (b) have made available for advertising through the Tejo Clicks Service; or (c) have fulfilled or otherwise processed through the Fulfillment by Tejo Service.

"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offers Products or services, other than physical stores.

"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with any Products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or any Persons providing Products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange. Also, if the Elected Country is the United States, Mexico, Canada, or Japan as it is used in the Fulfillment by Tejo Service Terms, this defined term also means any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by Tejo or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of Your Products and other materials owned by you and stored by Tejo, shipping, gift wrapping, or other actions by Tejo in relation to Your Products pursuant to the Fulfillment by Tejo Service Terms.

"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any Product specific information or materials.

"Your Transaction" means any sale of Your Product(s) through an Tejo Site.

"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through a particular Tejo Site but that we do not honor or support (but only until such time as we honor or support the same on such Tejo Site); or (b) make available solely to third parties that either (i) purchase Products solely for resale and who are not end users of such Products (i.e., wholesale purchasers), or (ii) if the Elected Country is Canada, Mexico, or the United States, have affirmatively elected and opted-in to participate in your or one of your Affiliates' membership-based customer loyalty or customer incentive programs.

"Expected Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/Product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/Product data feed or that Your Product is in a Product category that Tejo designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer.

"Media Product" means any book, magazine or other publication, sound recording, video recording, software Product, computer game, videogame, or other media Product in any format, including any related subscription, offered through an Tejo Site.

"Purchase Price" means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable Tax Policies).

"Required Product Information" means, with respect to each of Your Products in connection with a particular Tejo Site, the following (except to the extent expressly not required under the applicable Program Policies): (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as Tejo may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Tejo from time to time); (d) categorization within each Tejo Product category and browse structure as prescribed by Tejo from time to time; (e) digitized image that accurately depicts only Your Product, complies with all Tejo image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such Product that a customer should be aware of prior to purchasing the Product; (j) brand; (k) model; (l) Product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) the state or country Your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished Products; and invoices and other documentation demonstrating the safety and authenticity of Your Products).

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and delivery date.

"Street Date" means the date(s), 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, or such Product should not be delivered or otherwise made available to customers.

"URL Marks" means any Trademark, or any other logo, name, phrase, identifier, or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a top level domain (e.g., dot com, dotcom, net, or com).

"Your Transaction" is defined in the General Terms of this Agreement; however, as used in these Selling on Tejo Service Terms, it means any and all such transactions through Selling on Tejo only.

"Account Identifiers and Credentials" means account IDs and any unique public key/private key pair issued by us or an Affiliate Company that enables you to access and use MWS or MWS Materials.

"Tejo Network" means our and our Affiliate Companies’ internal data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within our or their reasonable control and are used to provide MWS or MWS Materials.

"API" means an application programming interface.

"Contact Address" means: mws-admin@amazon.com, with a copy to P.O. Box 81226, Seattle, WA 98108-1226, Attn: Marketplace Web Service Support.

"MWS Application" means a software application or website that interfaces with MWS or MWS Materials.

"MWS Materials" means any software, data, text, audio, video, images, or other Content we make available in connection with MWS, including APIs, related documentation, software libraries, and other supporting materials, regardless of format.

"MWS Specifications" means any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to MWS or MWS Materials.

"MWS Transaction Information" means any information, data, or Content relating to any Selling Account, to any customer, or to any transactions processed by or for the Tejo Contracting Party or any of its Affiliate Companies or on any website.

"Personal Information" means all personally identifiable information relating to Sellers and customers and other third parties including, but not limited to, name, address, e-mail address, phone number, survey responses, and purchases.

"Public Software” means any software, documentation, or other material that contains, or is derived (in whole or in part) from, any software, documentation, or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including but not limited to software, documentation, or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.

"Seller" means any person or entity (including you, if applicable) that is participating in a service covered by this Agreement.

"Selling Account" means the password protected account we make available to a Seller in support of its participation in one or more Services covered by this Agreement.

"Staging Account" means a Selling Account with status “in staging” that we make available to a third party service provider whom we allow to access our online portals and tools provided to Sellers for the purpose of integrating or enhancing a Seller's systems with the features or functionality made accessible by us through MWS or MWS Materials.

"Your Information" means the software, data, text, audio, video, images, or other Content that you use in connection with MWS or MWS Materials, that you cause to interface with MWS, or that you upload to MWS.