Effective Date: January 1, 2023  

  

This Merchant User Agreement (“Agreement”) is between you, the user, together with any company or other business entity you are representing, if any (collectively, “You”), and Baanda, Inc (“Baanda”) - providers of the Baanda website located at baanda.com (“Baanda Site”), as well as related applications and services.  

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Baanda provides a software platform that enables merchants to build online stores (“Communities”) through which they can sell their products and services online. Baanda also provides merchants services, including hosting of the online store, bmail services, marketing services, and other related services (collectively, “Services”).   

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This Agreement begins when You accept it (either in registration or if you take over an account of someone else, in accordance with the transfer terms provided below), and stays in effect until You or Baanda terminate Your account. This Agreement is subject to Terms of Service for the Baanda Site that are incorporated into this Agreement by reference and may be accessed through links in this Agreement and on baanda.com. In the event any terms provided in this Agreement conflict with the Terms of Service, the terms provided in this Agreement will govern.  

 

By accepting this Agreement and by using the Services, You agree to be bound by the terms and conditions of this Agreement, and to all terms and conditions that are incorporated into this Agreement by reference. We may change the terms and conditions of this Agreement, and if You continue using the Services after such changes You will also be bound by those amended terms and conditions.  

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You authorize Baanda to process any and all of Your Baanda account transactions initiated through the use of the password or passphrase that You establish through the Baanda Site and You are solely responsible for maintaining the confidentiality of such password and/or passphrase. 

 

Baanda is not bound by this Agreement unless You meet the eligibility criteria for entering into this Agreement as set forth in Section 1 of this Agreement.  

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1. Eligibility Criteria  

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Baanda’s Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the last sentence, the Services are available to people between the age of 13 and 17 on the condition a parent or legal guardian consents and agrees to be bound for such person. If You are registering as a business entity, You represent that You have the authority to bind such entity to this Agreement. You further represent that You (a) are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, (b) are not listed on any U.S. government list of prohibited, debarred, or restricted parties, and (c) have not had a prior account terminated by Baanda or been associated with a Baanda account that was previously terminated. Baanda may use techniques to confirm the accuracy of the information You provide to us. If for any reason, Baanda, in its discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to You, to revoke any and all licenses under this Agreement, terminate Your account, and refuse to provide the Services under this Agreement to You.  

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You agree that by using the Services You are electronically signing this Agreement and that such signature has the same effect as a standard ink or paper signature.  

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2. Baanda Ownership and Licenses  

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2.1 Services Ownership  

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You acknowledge and agree that, as between You and Baanda, all Services, and any other content provided by Baanda, and all worldwide intellectual property rights therein, are the exclusive property of Baanda. All rights in and to the Services not expressly granted to You in this Agreement are reserved by Baanda.  

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2.2 Access and License  

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Subject to the terms and conditions of this Agreement, Baanda grants to You a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for Baanda (“Baanda Servers”) through the Baanda Site solely for the purpose of building, maintaining, and operating an interactive community hosted by the Baanda Servers on which You offer products or services (“Your Store”).   

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2.3 Restrictions  

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You acknowledge that the Services and their structure, organization, and source code constitute valuable intellectual property of Baanda. Accordingly, except as expressly allowed under Section 2.2, You will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Services (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Services to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Services, or (d) transfer Your interest in and to Your Store to any third party.  

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Some software is only available for certain mobile devices or certain browsers. Baanda may update and change which devices or browsers are available from time to time. A Service may not be compatible with Your mobile device.  

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With all Services, You are responsible for the following:  

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• Determining compatibility with Your mobile device;  

• Understanding whether the terms of Your agreement with Your mobile device manufacturer and mobile service carrier apply to Your use of the Service; and  

• Controlling access to and use of Your mobile device to prevent the bypassing, disabling, or overriding of any restrictions, security measures, or other limitations of a Service or Your device and to prevent malware or other malicious code from being introduced to Your mobile device.  

  

2.4 Baanda Trademark Ownership, License and Restrictions  

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Subject to the terms and conditions of this Agreement, and upon Your election to use and pay applicable fees (if any) for the Services, or parts of them, Baanda grants to You a non-exclusive, non-transferable, revocable license (without the right to grant sublicenses) to display those trademarks that Baanda provides to You under this Agreement (“Baanda Marks”), solely for display on those locations on Your Store’s web pages or on promotional materials for Your Store or in connection with an App as designated by Baanda in its sole discretion, and that Baanda may periodically change from time to time. Baanda grants no rights in the Baanda Marks other than those expressly granted in this Section 2.4. You acknowledge Baanda’s exclusive ownership of the Baanda Marks and that all use of Baanda Marks inures to Baanda benefit. You agree not to take any action inconsistent with such ownership and You agree not to adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Baanda Marks or in such a way as to create combination marks with the Baanda Marks. At Baanda’s request (in its discretion), You agree to immediately discontinue all use and display of the Baanda Marks. You acknowledge and agree that, except with respect to the trademark license granted in this Agreement, no licenses are granted by Baanda to any other trademarks, service marks, or trade names owned by Baanda, or its affiliates.  

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You agree that the nature and quality of all goods and services that You provide in connection with the Baanda Marks and all related advertising, promotional and other uses of the Baanda Marks by You shall be of a high standard so as to protect and enhance the Baanda Marks and the goodwill pertaining to such marks. You further agree that all materials bearing the Baanda Marks shall conform to Baanda’s guidelines, which Baanda may change from time to time, and that You shall obtain Baanda’s approval prior to using the Baanda Marks in any manner that is inconsistent with Baanda’s guidelines.  

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2.5 Additional Features  

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Baanda may make certain features, software, services, and programs available to You for use with or in connection with the Services (“Additional Services”). Additional Services may be provided by third parties and may be subject to additional or independent terms and conditions. Baanda is not responsible for any Additional Services provided by third parties. You agree that You will not use such Additional Services unless You have agreed to the applicable terms and conditions, including Your payment of additional fees as required.  

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3. Services

  

3.1 Services 

 

Upon activation of Your account and subject to the payment of applicable fees and Your compliance with this Agreement, Baanda will provide You during the term of this Agreement with the hosting, support and other miscellaneous Services as provided on the pricing page of the Baanda App and for the Software and Apps licensed to You under this Agreement. Your Store will be hosted on Baanda Servers on which several merchants may share the resources and network capacity.  

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3.2 Changes in Services  

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Baanda reserves the right to change, amend, and otherwise alter the Tools, Services, Additional Services, and Beta Services without prior notice to You. You agree to receive administrative communications from Baanda with regard to the Tools, Services, Additional Services, and Beta Services, Your account, policy changes, system updates, and other notices. If You do not agree to such changes, then You may terminate use of the Services. Baanda will not refund any fees or payments in the event of such termination.  

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3.3 Service Downgrades  

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Downgrading Your Service may cause the loss of content, features, or capacity of Your account. Baanda does not accept any liability for such loss.  

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3.4 Subscriptions  

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Subscriptions are a type of Service that allows Your customers to make payments to You to support You and Your projects. This subscription relationship is solely between You and Your customers. Baanda is only providing tools to facilitate offering payments through Your Store. You are solely responsible for complying with all laws, rules, and regulations applicable to a subscription relationship, and the payments, including determining, collecting, withholding, and reporting any and all taxes imposed by United States or foreign jurisdictions on such amounts. You agree not to use subscriptions:  

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• To obtain investments or sell securities of any kind;  

• To offer anything of value to Your customers;  

• To do anything that would violate the other terms of this Agreement, including, but not limited to, the prohibitions provided below.  

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4. Your Store & Content Control  

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4.1 Control of Your Store  

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You will be solely responsible for the development, promotion, back-up, operation, and maintenance of Your Store, including accepting, processing, and filling customer orders generated through Your Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Your Store. You agree that Baanda has no obligation to back-up any data related to Your Store’s operations, that You will not have access to such data if Your account is terminated and You should independently take appropriate steps to maintain such data in accordance with Your needs and requirements.  

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4.2 Ownership and Control of Your Store’s Content  

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You retain all right, title, and interest in and to all intellectual property rights in Your content, exclusive of any content provided by Baanda. You will be solely responsible for creating, managing, editing, reviewing, deleting, and otherwise controlling the content on Your Store, including all descriptions of the products and services You offer to customers of Your Store, trademarks You use, and user-generated content on and related to Your Store. As a conduit, Baanda will give You discretion over Your content on the condition it is compatible and interoperable with the Services provided by Baanda under this Agreement and Your content and use of the Services, Tools, Additional Services, Beta Services, and Baanda Site comply with all applicable laws and the terms of this Agreement. Regardless of other language in this Section, if Baanda has reason to believe that You have breached any of the terms of this Agreement, Baanda may suspend or terminate Your Store and/or any access to information or data related to Your account and the Services, and disable and delete any content on Your Store. 

 

4.3 Passive Conduit  

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You acknowledge that, by only providing You with the ability to publish and distribute Your own or third party products, services, and content, Baanda and its Services are acting only as passive conduits for the distribution and publishing of such products, services, and content on Your Store. Baanda has no obligation to You or any third party, and undertakes no responsibility, to review Your Store, the products or services listed on Your Store or any other content published and distributed on or through Your Store. Regardless of anything else in this Agreement, if Baanda believes in its discretion that Your Store or any products, services, content, or other materials in the Store or on Baanda Servers, or Your use of any Tools, Service, Additional Service, or Beta Service, may create liability for Baanda or harm other users of Baanda’s websites or services, then You agree that Baanda may take any actions that Baanda believes are prudent or necessary to minimize or eliminate Baanda’s potential liability or to protect other users of Baanda’s apps or services, including terminating Your account or denying You Service.  

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4.4 Content License  

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During the period that Baanda provides Services to You pursuant to this Agreement, You hereby grant to Baanda and its subcontractors, and vendors a non-exclusive, irrevocable, sublicenseable, royalty-free, transferable, worldwide license to reproduce, use, distribute, create derivative works of, alter, modify, resize, crop, watermark, reformat, resave, compress, decompress, rewrite, cache, strip metadata, transmit, publicly perform, publicly display, and digitally perform Your content, data, and trademarks solely to host Your Store, run the Tools, provide the Services and to otherwise promote and manage the Baanda Site and Services. By making Your Store public, You agree that others can view Your content. You understand and agree that copies of Your Store, or parts of Your Store, may continue to be stored on Baanda Servers after You terminate Your account. Baanda agrees not to use Your content, data, and trademarks after Your account is terminated except as required to comply with legal requests or requirements, investigate claims, defend itself, and maintain records. You acknowledge and agree that Baanda, its subcontractors, and vendors may use Your content for beta testing purposes even if such beta tests do not have a positive impact on performance.  

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4.5 Order Fulfillment  

 

Baanda may make certain order fulfillment services, such as payment verification and processing, available to You. Some of these services may be available through third party vendors, such as Stripe, and Your relationship with such vendor will be pursuant to a separate agreement between You and the applicable vendor. You understand and agree that Baanda is not responsible for the availability or provision of such services or for such third party vendor’s non-performance or breaches of its agreement. Baanda does not guarantee the availability, security, or delivery of such services or that You will be eligible for any vendor’s services. It is Your responsibility to address all issues with regard to a vendor, including payments, refunds, chargebacks, collections, and service outages, with such third party vendor. It is also Your responsibility, and You agree to comply with all applicable agreements You have with such vendors, as well as all laws and industry guidelines regarding payment and orders that apply to merchants, including laws with regard to taxes, privacy, and PCI guidelines.

  

4.6 Claims Against Your Store 

 

We handle third party claims against Your Store in accordance with our Copyright and Trademark Policy, which is incorporated into this Agreement by reference, and which you agree to.  

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5. Covenants and Prohibitions  

 

5.1 Covenants  

 

You covenant that all products, services, and content offered, published, or distributed on or through Your Store and Your related activities, including use of the Tools, Services, Additional Services, and Beta Services will not violate the Baanda’s Terms of Service as it may be amended from time to time, and will not:  

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• Be false, inaccurate, or misleading;  

• Be fraudulent or involve the sale of counterfeit, stolen, or infringing items;  

• infringe or misappropriate any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;  

• violate any law, statute, ordinance, regulation, or industry guideline (including those governing privacy, publicity, export control, consumer protection, intellectual property, gambling, data security standards, unfair competition, antidiscrimination, criminal activities, or false advertising);  

• be defamatory, libelous, offensive, unlawfully threatening, or harassing  

• advocate, promote, or provide assistance in connection with violence, discrimination, significant risk of death or injury, or other unlawful activities; 

• be obscene or contain child pornography;  

• contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information, or disable any system, software, or hardware that is intended to encrypt, obscure, or protect data or personal information;  

• involve the transmission of any unsolicited commercial or bulk email (known as “spamming”) and You shall not use Your account or Your Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid, ponzi schemes or the like;  

• involve the collection, sale, storage, or transmission of, or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent You shall maintain a written record for a period of three (3) years after any termination of this Agreement;  

• be harmful or potentially harmful to Baanda Servers or systems as determined in Baanda’s discretion, including without limitation overloading Baanda’s technical infrastructure;  

• involve subleasing Your account or offering “free space” on or other access to Your account or Your Store to third parties;  

• involve selling Your account other than as part of a sale of Your business and with our prior written consent;  

• create liability for Baanda, its vendors or its subcontractors or expose them to undue risk or otherwise engage in activities that Baanda, in its sole discretion, determines to be harmful to Baanda, its vendors, affiliates, operations, reputation, or goodwill;  

• include descriptions of goods or services that violate any applicable law, statute, ordinance, or regulation, or that violate this Agreement;  

• use Your Store to link to, or to support, directly or indirectly, any other store, website, entity or activity that violates these terms or any applicable law, statute, ordinance, or regulation; and  

• not to bypass, disable or override any restrictions, security measures, or other limitations on Your account, Your Store, the Services or Tools.  

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5.2 Prohibited and Restricted Activities  

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Prohibited Products & Services  

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You agree not to publish, offer for sale, sell, or otherwise distribute any of the following items on, through or connected with Your Store or through any App:  

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• Blood, bodily fluids, antibodies, body parts, and items derived from such things;  

• Burglary tools and surveillance equipment;  

• Counterfeit items;  

• Content or material that is infringing or otherwise violates rights of publicity, privacy or proprietary rights, including: music; movies; e-books; games; videos; photographs and software that You do not own or have permission to use;  

• Illegal drugs and drug paraphernalia and substances designed to mimic illegal drugs;  

• Tobacco products;  

• E-cigarettes and smokeless tobacco products;  

• Fireworks, destructive devices, explosives, and hazardous materials;  

• Identity documents, government documents, personal financial records, or personal information (in any form, including mailing lists and doxing);  

• Lottery tickets, raffle, opportunity drawing and sweepstakes entries, slot machines, or similar gambling devices and products;  

• Obscene material;  

• Child pornography;  

• Offensive material;  

• Hate speech;, including, but not limited to, speech that is harmful to others, or that is or promotes racism, sexism, transphobia, homophobia, xenophobia, white supremacism, fascism, or white nationalism;  

• Products or content glorifying guns, gun culture, violence, illegal activity, self-harm, or policing;  

• Products or content associated with hate groups or depicting white supremacist, fascist, or white nationalist symbols or phrases, including, but not limited to, the Confederate battle flag, racial slurs, and messages supporting organizations or political candidates that support or espouse such beliefs or ideologies;  

• Unwashed clothing and bedding and previously used cosmetics; see restricted items for washed used clothing and bedding and unused cosmetics;  

• Police badges or uniforms;  

• Prescription drugs, steroids, items containing pseudoephedrine, and medical devices;  

• Chemicals, serums, toxins, and similar items;  

• Endangered animals/products;  

• Recalled items;  

• Products and services that violate any law, statute, ordinance, regulation, or third party prohibition;  

• Stocks or other securities;  

• Code or similar automatic items, programs, or processes, such as automated software, data mining software, scrapers, bots, and automatic checkout “add to cart” services;  

• Online and social media activity, such as selling likes, views, followers, and subscriptions;  

• Weapons and other related items, including, without limitation, firearms, firearm parts and magazines, ammunition, BB and pellet guns, tear gas, stun guns, and switchblade knives;  

• Products or content promoting prohibited medical claims, such as anti-vaccine items;  

• Stolen property, including digital and virtual goods; or  

• Any product or service that is illegal, violates the rights of others or is marketed or sold in such a way as to create liability for Baanda.  

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Restricted Activities  

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You may publish, offer for sale, sell, or otherwise distribute the following items on, through or connected with Your Store, but only if applicable federal, state, local, and other laws, as well as third party terms, permit You to do so, and You fully comply with such laws and terms:  

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• Digital files that You do not own or have all necessary rights or license to store, display, perform, copy and distribute;  

• Event tickets;  

• Food items;  

• Hazardous, restricted, or perishable items;  

• Pesticides;  

• Animals, animal products, plants, and seeds;  

• Charitable services or goods, and fundraising;  

• Artifacts;  

• Currency and stamps, but sales of virtual currency are prohibited other than by the operator of the virtual world;  

• Used items, such as washed clothing and bedding, and unused cosmetics;  

• Hemp-derived CBD products; or  

• Adult items or pornography.  

• Alcohol 

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In addition, Baanda reserves the right to prohibit the use of the Services for any purpose that it deems objectionable or that poses elevated risks.  

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6. Fees; Taxes; & Audit Rights  

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6.1 Fees  

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You shall pay the fees set forth on the Pricing page for the plan You choose, and the fees otherwise provided for Services. Baanda may change the fees for its Services from time to time. If You do not accept a change in the fees, then You may terminate Your account or discontinue a Service. You agree not to disguise, hide, or otherwise misrepresent the number of products that You offer on or through Your Store, or through use of any features of the Services, Tools, or otherwise.

  

6.2 Payment Terms  

 

You agree to pay, via Stripe for the Services, and Tools in advance on a monthly basis. You understand that all fees are non-refundable. You may cancel Your account at any time. There will be no refunds or credits for partial months of service, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.  

Upon non-payment Baanda in its discretion may re-attempt to collect the amount due up to 3 times before suspending or terminating Your account or immediately suspend or terminate Your account.  

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6.3 Taxes  

 

6.3.1 All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and You will be responsible for payment of all such taxes (other than taxes based on Baanda’s income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or license of the Tools and performance of the Services under this Agreement. 

 

You are solely responsible for determining, collecting, reporting, and paying any and all applicable taxes, including but not limited to sales and use tax, goods and services tax (“GST”), value added tax (“VAT”), excise, premium, import, export, consumption and other applicable taxes (“Applicable Taxes”), regulatory fees, levies, or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with goods and services that You offer for sale on, through or connected with Your Store, including all amounts that You collect through subscriptions.  

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6.3.2 The tax calculation tool provided by Baanda that allows you to calculate United States sales and use tax (“Sales Tax”) rates (“Tax Calculation Tool”), is provided as a convenience only and you use it at your sole discretion and risk. The following terms apply:  

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a) We provide no representation, warranty, guarantee, or advice, and we disclaim any responsibility to verify, the following: (i) the accuracy of the Sales Tax rules or methodology utilized by the Tax Calculation Tool; (ii) the application of Sales Tax to goods or services or of the tax jurisdiction assignment functionality tax rates of Sales Tax; and (iii) whether or not the amounts Baanda collects on your behalf satisfy your obligations to collect Sales Tax. You are responsible for reviewing and determining the correct calculation settings, including your obligation to collect Sales Tax, tax nexus, product tax code assignments, and all related information in connection with goods and services You offer on, through or connected with Your Store. The calculation of Sales Tax is based on your calculation settings and information you provide to Baanda for the jurisdiction(s) where you have an obligation to calculate, collect and remit Sales Tax.  

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b) The Tax Calculation Tool is limited to the calculation of Sales Tax and does not calculate or collect any product-based excise taxes or any fees or surcharges. The Tax Calculation Tool calculates tax based the entire amount of the transaction (including sale price, shipping fees and any other charges subject to tax).  

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7. Disclaimer of Warranties  

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Baanda, its vendors, and service providers, provide the Tools, Services, Beta Services, and Additional Services, on an “as is” and “as available” basis and expressly disclaim any and all express, implied, or statutory warranties, including the warranties of merchantability, fitness for a particular purpose, quiet enjoyment, title, non-infringement, and warranties arising from a course of dealing, usage, or trade practice. Baanda, its vendors, and service providers, do not warrant that the Tools, Services, and Additional Services will be error-free or uninterrupted and make no representations regarding uptime, use, data security, accuracy, and reliability of the Tools, Services, and Additional Services. You acknowledge and agree that this Section 7 is reasonable and an essential element of this Agreement and that in its absence, the economic terms of this Agreement would be substantially different.  

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The disclaimers in the prior paragraph do not affect any warranties that cannot be excluded or limited under applicable law, and only apply to the maximum extent permitted by law.  

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8. Limitation of Liability  

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In no event shall Baanda, its vendors, or service providers, or their officers, members, directors, employees, contractors, or agents be liable for lost profits or any special, indirect, punitive, incidental, or consequential damages arising out of or in connection with the Tools, Services, Additional Services, or this Agreement (however arising, including negligence). Baanda’s, its vendors’, and service providers’, cumulative liability, and the liability of their officers, members, directors, employees, contractors, and agents to You or any third parties in any circumstance is limited to the amount of fees You paid to Baanda in the one (1) year immediately preceding the month in which the action giving rise to the liability first arose.  

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The limitations of liability in the prior paragraph do not affect any liabilities that cannot be excluded or limited under applicable law, and only apply to the maximum extent permitted by law.  

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9. Indemnity  

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You agree to indemnify and hold Baanda, its vendors, and service providers, and their officers, members, directors, agents, contractors, and employees, harmless from any and all losses, costs, liabilities or expenses (including reasonable attorneys’ and expert witnesses’ fees) incurred or arising from: (a) any content and other materials provided, stored, sold, or otherwise distributed by You or generated by users of Your Store, (b) any claims arising from the sale or license of goods or services in Your Store, and (c) any breach by You or those You control of this Agreement or the documents it incorporates by reference. Baanda’s, its vendors’, and service providers’ indemnity rights shall not be limited or offset by any contributory negligence by Baanda. Baanda reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Baanda’s defense of such claim.  

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10. Customer Data, Your Data & Privacy Policy  

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10.1 Data Ownership  

 

As between Baanda and You, You shall own all data collected from or about customers of Your Store, and Baanda processes such data on your behalf.  

 

10.2 Texts  

 

If You provide Baanda with a phone number, then You consent to receive text messages from Baanda at that number, including any messages delivered from an automatic dialing system. You understand that the text messages may assist in the provision of products or services. You also understand that You are not required to consent to receive texts to obtain products or services from Baanda, but if You do not consent You will not be able to receive text messages. Baanda uses Your phone number as provided in our Privacy Policy, which is incorporated into this Agreement by reference and as it may be amended from time to time.  

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10.3 Your Store’s Privacy Policy  

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You must establish, post, maintain and adhere to a privacy policy for Your Store that complies with applicable laws and regulations, including informing Your customers what personal information You collect, how You use such information, the effective date of Your privacy policy and how Your customers can learn of changes to Your Store’s privacy policy.  

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You consent to the collection, processing, and transfer of all data by Baanda, and third parties contracted by Baanda, to assist in the performance of the Services. You may not use the Services to send unsolicited commercial messages (spam) or otherwise in violation of any law, statute, ordinance, regulation, or industry guideline.  

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11. Breach  

 

Without limiting other remedies, Baanda may limit Your activity, issue a warning, temporarily suspend, indefinitely suspend, lock, or terminate Your account or Your Store, in whole or in part, and refuse to provide some or all of the Tools, Services, Additional Services, to You if: (a) You fail to pay any fees in accordance with this Agreement; (b) You breach this Agreement or the documents it incorporates by reference in any other manner; (c) Baanda is unable to verify or authenticate any information You provide to Baanda; or (d) Baanda believes that Your actions may harm, cause financial loss or legal liability for You, Your Store customers, Baanda, or Baanda’s users or affiliates.

  

12. Suspension and Termination  

 

12.1 Suspension  

 

At Baanda’s discretion, Baanda may suspend Your account or any part of Your account by deactivating any access by You or by Your customers to any information contained on the Baanda Servers related to Your account, and by suspending Your use of an App. Suspension may also include disabling Your Store and/or any access to information or data related to Your account. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such fees during any such period of suspension.  

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12.2 Termination  

 

You and Baanda may terminate this Agreement and Your account at any time.  

 

12.3 Rights Upon Termination  

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In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement will automatically and immediately cease and You shall stop using the Baanda Site, Tools, Services, Additional Services,  destroy all copies of the Software in Your possession, if any, and remove all Apps from Your mobile devices. You will not have access to Your account after termination. Upon termination, there will be no refund provided to You except as otherwise agreed to in writing by Baanda and all outstanding fees owed by You shall become immediately due and payable. Termination shall not affect the rights of Baanda to recover from Your losses, damages, indemnity, defense costs, expert costs, collection costs, and/or attorneys’ fees or expert witnesses’ cost or other costs of any kind under this Agreement.  

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13. General  

 

13.1 Governing Law and Jurisdiction  

 

This Agreement will be governed in all respects by the laws of the State of Utah without giving effect to any conflicts of law principles that would require the application of the laws of a different jurisdiction. You agree that any cause of action that may arise under this Agreement or in connection with Your use of the Tools, Services, Additional Services, and Beta Services will be commenced and heard only in the appropriate court having jurisdiction over Los Angeles, CA. You hereby consent to the exclusive jurisdiction of and venue in such courts.  

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13.2 Legal Compliance  

 

You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding Your use of the Tools, Services, Additional Services, and Your listing and sale of products and services on Your Store.  

 

13.3 No Agency  

 

You and Baanda are independent contractors, and this Agreement is not intended to create, and does not create any agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship.  

 

13.4 Force Majeure  

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Except for the payment of any fees due and payable under this Agreement, neither party’s delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, terrorist act, governmental act or order, act of God, failures in electric power or telecommunications services, or any other event beyond the control of the party.

  

13.5 Notices  

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Except as explicitly stated otherwise, any notices will be provided via email to Baanda, Inc at info@baanda.com and to the email address or addresses You provide to Baanda (in Your case). Notice will be deemed given twenty-four (24) business hours after email is sent. Alternatively, Baanda or You may send notice by certified mail, postage prepaid and return receipt requested. If certified mail is used, notice will be deemed given three (3) days after the date of mailing.  

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13.6 Assignment  

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You shall not assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement without our prior written consent. Any assignment, transfer, or delegation in contravention of the foregoing provision will be null and void. You agree that this Agreement may be assigned by Baanda, in Baanda’s discretion without Your consent. This agreement is binding on Your permitted assignees and transferees.  

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13.7 No Third Party Beneficiary  

 

You acknowledge and agree that nothing in this Agreement, express or implied, is intended to or will be construed to confer upon or give to any person, other than the parties, any interests, rights, remedies, or other benefits with respect to or in connection with any agreement or provision contained in or contemplated by this Agreement.  

 

13.8 Severability; Waiver  

 

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. Baanda’s failure to act with respect to a breach by You or others does not waive Baanda’s right to act with respect to subsequent or similar breaches.  

 

13.9 Construction  

 

Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of any section. When used in this Agreement, the term “including” means “including but not limited to,” and “discretion” means the sole discretion of the applicable party unless expressly stated to the contrary.  

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13.11 Entire Agreement  

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This Agreement, together with the agreements and policies that are incorporated into this Agreement by reference, sets forth the entire understanding and agreement between You and Baanda with respect to the subject matter of this Agreement.