The seller provides WEE with the following Assurances:
13.1 Credibility of Assurances
All Representations are true, valid, accurate and not misleading on the date of conclusion of the Agreement. In the event of any circumstances that may indicate their unreliability, invalidity or inaccuracy, the Seller shall promptly inform WEE thereof.
13.2. Information Authenticity and Regulatory Compliance
All documents and information provided prior to the conclusion of the Agreement and/or during the Seller's preliminary legal and financial review of the Seller's internal WEE procedures, including the procedures for security clearance and anti-money laundering controls (where applicable), were provided in a reliable, valid, accurate and non-misleading manner.
The seller confirms that it complies with and undertakes to comply with all applicable laws, including those relating to the prevention of the legalization of proceeds of crime, the prevention of corruption and bribery, the enforcement of sanctions and the prevention of illegal trade, the prohibition of the use of child or forced labour, the proper use of confidential information (including insider information), and to take no action that may violate such laws, or facilitate, encourage or induce anyone to participate in such activities.
The seller guarantees and confirms the implementation of a sufficient and effective internal control system; Measures to detect and prevent bribery and commercial bribery involving and/or against its employees in the course of the performance of their duties; the legalization of criminal proceeds; violations of applicable sanctions and illegal trade; misuse of confidential information (including insider information).
The Seller also agrees with and follows the WEE Anti-Corruption and Ethical Business policies.
The Seller shall have the organizational, financial, personnel and other resources necessary for the proper performance of the Contract; There are no other documents or information that could adversely affect WEE's opinion in assessing the potential risks associated with the conclusion or performance of the Contract, and the Seller is not aware of any facts, issues or other circumstances that have not been disclosed in writing by WEE, the disclosure of which would affect WEE's desire to conclude the Contract with the Seller.
13.4. Freedom of Contract
Until the conclusion of the Contract, the Seller:
(a) Did not have unequal negotiating power, and it was not significantly difficult to agree on a different content of the Agreement;
(b) have had a reasonable opportunity to review the terms of the Agreement and to participate in the determination of its terms by providing comments on the text of the Agreement;
(c) has carefully read the terms of the Agreement and, proceeding from its reasonably understood interests, has independently accepted all terms of the Agreement completely without changes.
13.5. Non-burdensome nature of the Agreement
Neither the Agreement in its entirety, nor any of its terms:
(a) does not deprive the Seller of the rights normally granted under contracts of this type;
(b) does not exclude or limit the liability of WEE for breach of the Agreement obligations; and
(c) does not contain conditions which are clearly onerous for the Seller.
13.6. No risk of liquidation or insolvency
None of the following events occur or occur on any date during the duration of the Agreement:
(a) The seller decides to liquidate itself;
(b) The seller files an application for bankruptcy or becomes insolvent (bankrupt) or declares a moratorium on meeting creditors’ claims or becomes unable to pay its debts;
13.7. No obstacles to the implementation of the Agreement
Signing or executing the Agreement is not a violation and will not lead to a violation:
(a) the Seller's corporate and internal documents;
(b) the provisions of the UAE laws
(c) orders or decisions issued to courts or public institutions; in respect of the Seller or
(d) the terms and conditions of any other agreements or Contracts to which the Seller is a party or which are binding on the Seller; and will not cause default under any such agreement or Agreement.
13.8. Conformity of products to the requirements of the Agreement
Each unit of products meets all the requirements of UAE law and the Agreement (to the extent that such requirements apply to it); and the Seller undertakes to comply with all the requirements of WEE to the list of products placed, the quality of their images, description of products, as well as other requirements in the part of information transmitted by the Seller to the Platform through his Personal Account. The Seller is obliged to assist in the inspection of the products and Cards by WEE for compliance with the requirements of the UAE legislation and the Contract, and to comply with the decisions of WEE taken as a result of such inspections.
In the Product Card, in the images of the products and in its descriptions, advertising and marketing information (including, but not limited to, attachments of advertising materials in the transmitted order or packaging of the products) there are no watermarks, references to the Seller's Internet site or other resources on the Internet (except for information about the site of the Seller, manufacturer and/or importer on the products themselves or their packaging).
13.10. Rights of third parties
The Product Cards created by the Seller, information in them, as well as other materials and information transmitted by WEE in connection with the Agreement:
(a) do not violate the requirements of UAE law, legitimate interests and rights of third parties (including, without limitation, rights to the results of intellectual activity) and are permissible for posting on the Internet; and
(b) do not violate the dignity of the person, honor and good name, business reputation, privacy, personal and family secrets and other intangible benefits; The seller duly obtained (and at the first request WEE is ready to provide) the consent of all third parties to the use of images (including their photographs, works of fine art, audiovisual and other similar works in which they are depicted).
13.11. Intellectual Property Rights (IPRs) and Means of Individualization
With respect to the created Product Cards, their component parts and/or other materials transferred by WEE in connection with the Contract, the Seller has duly received:
(a) the exclusive right (or license/right to use and permit other persons to use such use) to any IPR contained therein;
(b) all necessary consents to the use of IPR without the name of the author and/or other persons who took part in their creation, as well as to the disclosure, introduction of changes, abbreviations and additions therein, supplying them with illustrations, preface, afterword, comments or any explanations; and
(c) all necessary consents to the use of trade names, trademarks, service marks, trade names, names, images and/or other third parties protected by IPR.
13.12. Copyright Claim
If WEE receives an application from the right-holder regarding the infringement of the exclusive rights to the products placed by the Seller on the Platform, WEE asks the Seller for documents confirming his right to sell such products, and the Seller is obliged to provide WEE documents. Until the documents are submitted, WEE has the right to block the Product Card, making it unavailable for ordering by the Customer.
Upon receipt of the documents, WEE decides whether or not the Seller's products should be placed on the Platform for sale. In the case of lawful placement of products, WEE removes the lock from the Seller's Product Card.
The right holder shall have the right to familiarize himself with the documents provided by the Seller in respect of the disputed products, as well as with the list of Sellers realizing the products for which the right holder has exclusive rights. WEE is not responsible for the transfer of data to the copyright holder.
The Seller undertakes to eliminate any claims independently and at his own expense:
(a) with respect to the products offered to them for sale on the Platform (including any claims for warranty and post-warranty service of the products), and undertakes to reimburse WEE for all documented and reasonable costs, costs and losses arising from the consideration of such WEE claims;
(b) connected with damage/destruction of property of third persons which occurred as a consequence of transfer of products not conforming to the requirements of the Contract and
(c) in connection with the violation of the rights or legitimate interests of third persons or any Assurance. In disputes, the Seller is obliged, at the request of WEE, to intervene on its side (without prejudice to other WEE rights) and to compensate the latter for the documented and justified damage caused by the proceedings and their consequences.
(d) In the event that WEE receives claims from the exclusive right holder and/or exclusive distributor (hereinafter referred to as the Right Holder) that the Seller has infringed exclusive rights in connection with the Seller's placement of Product Cards on the Site, WEE shall have the right to block the Card of the respective Product on the Site, making it unavailable for Customers to order. In case of disagreement with the blocking, the Seller shall independently and at its own expense undertake to negotiate with the Rights Holder to settle his claim.
WEE shall resume the provision of services under the Agreement in respect of the product concerned in the following cases:
(1) if the Owner of Rights has requested WEE to unlock the Seller's Product Card;
(2) If the Seller has given WEE the official written consent of the Right Holder to unlock the Product Card or a court decision confirming that the placement of the Product Card by the Seller does not violate the rights of the Right Holder of the exclusive right;
(3) if WEE finds that the information contained in the Product Card does not violate the rights of the Rights Holder.
13.14. Intellectual property
Each Party shall retain all intellectual property rights, trademarks and/or other intellectual property objects belonging to it (including logos, designs, drawings) that can be used within the framework of the Agreement (IP Objects). The conclusion of the Agreement shall not be construed as granting to the Seller any license and/or right of use with respect to WEE IP Facilities. Without the prior consent of WEE, the Seller may not publicly refer to the WEE brand name (or its logo or trademarks). WEE may publicly refer to the Seller's brand name (and its logo or trademarks) to identify it as a seller on the Platform or otherwise. Each Party undertakes not to register IP Objects similar to the IP Objects of the other Party, and not to use the provided information about IP Objects of the other Party except in connection with the performance of the Agreement.
13.15. Assistance by Parties
The Parties shall provide each other reasonable assistance in the protection of IP Objects (including by notifying each other of all known or alleged falsifications, copying, imitation, imitations or other violations of IP Objects rights). In this case, for the avoidance of doubt, only the right-holder retains the exclusive right to initiate proceedings in respect of the IP Objects belonging to him.