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Our terms & conditions

Terms & Conditions

These Terms of Use was last updated: 9th September 2021. These Terms of Use is effective as of 9th September 2021.


Terms & Conditions
Definitions
The following definitions and rules of interpretation apply in these Terms of Use:

  • a. “Account” refers to a Buyer Account and/or Seller Account, individually or collectively.

  • b. “Aggregated Data” refers to procurement data collected from the buyer in order to observe trends, for the purposes of data analytics and benchmarking. No confidential information, such as individual pricing, or client names, will be disclosed.

  • c. “Buyer” refers to any person that has registered a Buyer Account in accordance with these Terms of Use.

  • d. “Company” being Watermelon Holding Ltd, it’s subsidiaries, affiliates and or any other entity being controlled or under the control of the aforementioned company.

  • e. “Confidential Information” refers to all information identified as confidential by the Parties, know-how, methodology, trade secrets, ideas, concepts, technical and operational information, scientific or technical processes or techniques, processes, sequences, customer lists, information relating to the Parties’ business, operations or strategies, intellectual property, information relating to actual or prospective suppliers or competitors.

  • f. “Listing” refers to product(s) or stock keeping unit(s) (“SKUs”) listed on the Platform.

  • g. “Platform” or “Watermelon” means both (i) the web and mobile versions of the website operated and/or owned by Watermelon which is presently located at the URL www.watermelon.market and (ii) any mobile applications made available from time to time by Watermelon, including iOS and Android versions.

  • h. “Product” means any goods listed by the Sellers on our Platform.

  • i. “Seller” or “Supplier” refers to any merchant that has registered to sell a Product on our Platform.


General Terms
These Terms of Use contain provisions that define your limits, legal rights and obligations with respect to your use of and participation in (i) the Platform, including the classified advertisements, forums, various email functions and Internet links, and all content and Company services available through the domain and sub-domains of the Company located at https://watermelon.market. (ii) the online transactions between the Buyers and Sellers who are selling Products through the Platform. The Platform is an online marketplace where parties can purchase products directly from Sellers.


You acknowledge that the Platform serves as a venue for the distribution of products and publication of user submitted information between Sellers and Buyers, and by using, visiting, registering for, and/or otherwise participating in the Platform, and by clicking on “I have read and agree to the terms of use,” you hereby certify that: (1) you are either a Buyer or a Seller, (2) you have the authority to enter into these Terms of Use, and any other documents incorporated by reference herein. If you do not so agree to the foregoing, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Platform. If you do not agree to any of the provisions set forth in the Terms of Use, kindly discontinue viewing or participating in the Platform immediately.


YOU SPECIFICALLY AGREE THAT BY USING THE PLATFORM, YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE COMPETENT UNDER LAW TO NETER INTO A LEGALLY BINDING AND ENFORCEABLE CONTRACT.


LICENSE TO USE
Company hereby grants you a non-exclusive, revocable license to use the Platform as set forth in the Terms of Use; provided, however, that (i) you will not copy, distribute, or make derivative works of the Platform in any medium, whether online or offline, without Company's prior written consent; (ii) you will not alter or modify any part of the Platform other than as may be reasonably necessary to use the Platform for its intended purposes; and (iii) you will otherwise act in accordance with the terms and conditions of the Terms of Use and in accordance with all applicable laws.

 

MEMBERSHIP ELIGIBILITY CRITERIA
Use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. You represent, acknowledge and agree that you are at least 18 years of age, and that: (a) all registration information that you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) your use of the Platform does not violate any applicable law or regulation. Your Account (defined below) may be terminated without warning if we, at our discretion, believe that you are under the age of 18 or that you are not complying with any provisions of these Terms of Use, applicable laws, rules or regulations.

You need not register with Company to simply visit and view the Profile. To create an account, you must submit your name and email address through the account registration page on the Platform and create a password. You may also have the ability to provide additional optional information, which is not required to register for an account but may be helpful to Company in providing you with a more customized experience when using the Platform.

 

All references to "you" or "your," as applicable, mean the person that accesses, uses, and/or participates in the Platform in any manner. If you use the Platform or open an Account (as defined below) on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of the Terms of Use will be deemed an acceptance by that business and "you" and "your" herein shall refer to that business.


MODIFICATIONS TO TERMS OF USE AND/OR PRIVACY POLICY
Company reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms of Use, and any other documents incorporated by reference herein for complying with legal and regulatory framework and for other legitimate business purposes, at any time, and Company will post the amended Terms of Use at the domain of www.Company.com/terms. It is your responsibility to review the Terms of Use for any changes and you are encouraged to check the Terms of Use frequently. Your use of the Platform following any amendment of the Terms of Use will signify your consent to and acceptance of any revised Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access the Platform.


PROHIBITIONS ON SUBMITTED CONTENT
The Seller shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Platform, including your profile ("Profile"), the posting of your Service ("Offer"), the posting of your desired Service ("Want"), or the posting of any opinions or reviews in connection with the Platform, ("Feedback") (all of the foregoing content is sometimes collectively referred to herein as "Submitted Content" and the posting of Submitted Content is sometimes referred to as a "Posting" or as "Postings") that:

  • misrepresents the source of anything you post, including impersonation of another individual or entity or any false or inaccurate biographical information for any Service Professionals; provides or create links to external sites that violate the Terms of Use; is intended to harm or exploit any individual under the age of 18 ("Minor") in any way; is designed to solicit, or collect personally identifiable information of any Minor, including, but not limited to, name, email address, home address, phone number, or the name of his or her school;

 

  • invades anyone's privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as names, email addresses, phone numbers, passwords, account information, credit card numbers, home addresses, or other contact information without their knowledge and willing consent;

  • contains falsehoods or misrepresentations that could damage Company or any third party;

  • is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;

NO DISCRIMINATION
Discriminatory Postings: United Arab Emirates’ laws prohibit any preference, limitation or discrimination based on race, color, religion, sex, ethnic origin, age, caste, doctrine, handicap or other protected class. Company will not knowingly accept any Posting which is in violation of the law. Company has the right, in its sole discretion and without prior notice to you; to immediately remove any posting that discriminates or is any way in violation of any law.


PROHIBITIONS WITH RESPECT TO SERVICES
While using the Platform, you shall not:

  1. content or items in any inappropriate category or areas on the Platform;

  2. violate any laws, third-party rights, Account Policies, or any provision of the Terms of Use, such as the prohibitions described above;

  3. fail to deliver payment for Services purchased by you, unless the Service Professional has materially changed the description of the Service description after you negotiate an agreement for such Service, a clear typographical error is made, or you cannot authenticate the Service Professional's identity;

  4. fail to perform Services purchased from you, unless the Service User fails to materially meet the terms of the mutually agreed upon agreement for the Services, refuses to pay, a clear typographical error is made, or you cannot authenticate the Service User's identity; manipulate the price of any Service or interfere with other users' Postings;

  5. circumvent or manipulate our fee structure, the billing process, or fees owed to Company; post false, inaccurate, misleading, defamatory, or libelous content (including personal information about any Platform user);

  6. take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information off of the Platform or using it for purposes unrelated to the Platform);

 

3. FEEDBACK
As a participant in the Platform, you agree to use careful, prudent, and good judgment when leaving Feedback for another user. The following actions constitute inappropriate uses of Feedback: (a) threatening to leave negative or impartial Feedback for another user unless that user provides services not included in the original Posting or not agreed to as part of the Service to be provided; (b) leaving Feedback in order to make the Service Professional or Service User appear better than he or she actually is or was; and (c) including conditions in an Offer or Want that restrict a Service Professional or a Service User from leaving Feedback.


1. Sanctions for Inappropriate Use of Feedback. If you violate any of the above-referenced rules in connection with leaving Feedback, Company, in its sole discretion, may take any of the following actions: (i) cancel or remove your Feedback or any of your Postings; (ii) limit your Account privileges; (iii) suspend your Account; and/or (iv) decrease your status earned via the Feedback page.


2. Reporting Inappropriate Use of Feedback. You may contact Company regarding any inappropriate use of Feedback via-email at support@watermelon.market


3. Resolving Disputes in Connection with Feedback. In the event of any dispute between users of the Website concerning Feedback, Company shall be the final arbiter of such dispute. Further, IN THE EVENT OF ANY DISPUTE BETWEEN USERS OF THE WEBSITE CONCERNING FEEDBACK, COMPANY HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REMOVE SUCH FEEDBACK OR TAKE ANY ACTION IT DEEMS REASONABLE WITHOUT INCURRING ANY LIABILITY THEREFROM.


The foregoing lists of prohibitions provide examples and are not complete or exclusive. Company reserves the right to (a) terminate your access to your Account, your ability to post to this Website (or the Services) and (b) refuse, delete or remove, move or edit the content, in whole or in part, of any Postings; with or without cause and with or without notice, for any reason or no reason, or for any action that Company determines is inappropriate or disruptive to this Website or to any other user of this Website and/or Services. Company reserves the right to restrict the number of e-mails or other messages that you are allowed to send to other users to a number that Company deems appropriate in Company's sole discretion. Company may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Company's discretion, Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Website or on the Internet. Company does not and cannot review every Posting posted to the Website. These prohibitions do not require Company to monitor, police or remove any Postings or other information submitted by you or any other user.


Operating Days & Hours
Sunday- Thursday (excluding regional public holidays), 9 AM to 6 PM UAE Time. Relevant charges would be applicable for dedicated support and will be informed to you accordingly.


Transactions on Our Platform
For the avoidance of doubt, each agreement entered into for the sale of a Product shall be an agreement entered into directly and only between the Seller and Buyer. The Buyer Acknowledges acknowledges that the Company may at our sole discretion but are not obliged to and do not guarantee to, check, audit, or monitor the information contained in Listings.


The Company is not a party to any contract for the sale or purchase of Products in the Listings. The Company is not involved in any transaction between a Buyer and a Seller in any way, save that we facilitate a marketplace for Buyers and Sellers and process payments on behalf of Sellers. The Company is not an agent for any Buyer or Seller, and accordingly, we will not be liable to any person in relation to an offer for sale or sale or purchase of any products listed on our Platform.


The Company is not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any Products and we will have no obligation to mediate between the parties to any such contract.


Subscription Plan
The Company shall not charge subscription fees for access to the basic services on the platform. In case a subscription fee is levied for access to certain premium services, the user will be notified of the same 2 months in advance.


For the purposes of these Terms of Use, the Company has agreed to a waive the cost of the Basic Subscription Plan for twenty four (24) calendar months from the Effective Date. The Buyer would be able to access the basic services at no charge.


Services
The Company shall provide the following services:

  • a. A digitized invoice from the Supplier; when the Supplier makes that available through our Platform

  • b. A procurement platform to order from the current Suppliers;

  • c. Customer support; and

  • d. Professional services, as discussed at the time of onboarding, which may be subject to additional charges.

To onboard on the Platform, the Buyer agrees to give the Company the relevant information to onboard the representative of the Buyer. This includes the details of the Suppliers, such as the contact details, the sales representative of the Suppliers, the minimum order quantity, the minimum order volume, the delivery schedule and up to one months of the supplier invoice. These relevant documents and information shall be submitted to the Company within a 72 hours period.

For Customer Support, the Company shall ensure that all feedback will receive a response within 48 working hours. This is subject to the nature of the feedback and the complexity of the response.


For Professional Services, the Company shall provide integration services to the Buyer. In the event, that integration services are unavailable. The Buyer agrees to use their own system integrator, in such an event, the Buyer will be responsible for the cost of integration.


Added Services ("AS")
The Company may provide the following AS: -

  • a. business reports and/or

  • b. Additional service/support outside of Company’s operational hours

The Buyer agrees to be charged an extra fee for such business reports or services by the Company.


These AS are dependent on the subscription plan, and will be provided at the Company’s discretion, upon the Buyer’s commitment to a twelve (12)-month subscription plan.


The Company agrees to handover all related supplier details, catalogue, market-list, invoice data and order data to the Buyer digitally either via email and/or data files.


Payment Terms
The Buyer shall make payment to the Company, upon the successful introduction, which would be notified by the team. The Buyer shall make payment to the Company within a period of 30 days of raising invoice. 24. All payments are to be affected by:

  • a. bank transfer; or

  • b. cheque

We are a software platform and therefore not a bank, credit union, payment processor or any other financial institution. All payments are completed through third party payment gateways. You authorize Us to process your payment for the Services provided using the payment information you have supplied. Should you try to breach this policy you will face a life-time ban as determined by us in our sole discretion.


We shall endeavor to ensure that the payments for the Services are available and functioning at all times, but cannot guarantee continuous and uninterrupted access to such payment gateway as same is owned and operated by third parties. Access to the payment gateway may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to provide reasonable notice of any scheduled interruptions to such payment gateway and will use our best efforts to secure the restoration of the payment gateway as soon as practically possible.

 

25. Listings
The Company attempts to be as accurate as possible in the description of the products displayed on the Website. However, as the descriptions are based on information provided to us by the Suppliers (who remain responsible for them), the Company cannot guarantee that all details are accurate, complete or error free.


The Buyer undertakes that all supplier details, SKU details, order requirement details and delivery details provided to the Company is accurate.

 

Orders
The Buyer acknowledges that the Company is not responsible for the delivery of the goods.
The Buyers undertake to submit all processed orders timely and that all necessary actions are taken to ensure that the orders are fulfilled correctly.


Price Display, Charges and Payments
The price listed on the Platform serve as an indicative purpose and are subjected to verification by the Company, where possible. The Company does not offer price matching or price guarantees.


By transacting on the Platform, the user authorizes us to transmit information or to obtain information about you from third parties from time to time and this may include verification checks involving your debit or credit card number or credit reports in order to authenticate your identity, to validate your credit card, to obtain an initial credit card authorization, to protect you and us from fraud, and to enable us to arrange delivery of your order to your nominated delivery address.


Account Suspension
The Buyer agrees that the Company has the right in its sole and absolute discretion and without notice or liability to:

  • a. restrict, suspend, or terminate your access to all or any part of the Site, App or Service; and/or

  • b. terminate, deactivate or suspend your Account, delete your Account and all related information and files in your Account, without assigning any reason.

  • 34. Without prejudice to the generality of the above, the Company reserves the right to deactivate your Account if it has been inactive for a period of 12 months or more, or if you are in breach of any of the contractual obligations under the Terms of Use.

Termination
The Buyer or the Supplier shall be required to give one (1) months’ prior notice, in writing, should the Buyer decide to terminate this subscription with the Company.


The Buyer acknowledges that there will be no refunds of any payment to the Company upon the termination of the agreements under the Terms of Use and/or any other agreement under a separate document. The Buyer agrees that there is no refund of the Monthly Fees, Onboarding Fees and Integration Fees, upon the premature termination of the agreement under the Terms of Use and/or any other agreement under a separate document


Indemnity
The Suppliers and the Buyers agrees to indemnify and hold the Company harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from:

  • a. your breach of these terms;

  • b. your use of our Platform; and/or

  • c. any misrepresentation made by you.

 

The Suppliers and the Buyers also agree to fully co-operate with us in the defense or settlement of any claim in relation to or arising out of our Platform or these terms.


Limitation of Liability
To the fullest extent permitted by law, we (including our holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners and licensors (collectively, “Our Entities”)) expressly limit our liabilities in connection with or arising out of the provision of the Platform as follows:

  • a. we provide the Platform and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Platform is at your own risk;

  • b. we give no assurance, representation or warranty of any kind (whether express or implied) about the Platform and any products or services we provide;

  • c. we do not guarantee that the information or content you find on the Platform is always accurate, truthful, complete and up-to-date;

  • d. we expressly disclaim all warranties and representations (for example, warranties of merchantability, fitness for a particular purpose, and non-infringement);

  • e. we are not responsible for any delay or disruption in our Platform or any defect, viruses, bugs or errors; and

  • f. we are not responsible for the conduct of or any content or information submitted or posted by any user of the Platform (whether online or offline).

 

To the fullest extent permitted by law, Our Entities are not liable to you or others for: a. any indirect, incidental, special, exemplary, consequential or punitive damages; or b. any loss of data, business, opportunities, reputation, profits or revenues, c. relating to the use of our Platform or any products or services we offer.


Subject to the limitations and exclusions in our Terms of Use, the Company shall not be liable for any negligence or willful misconduct, corruption, and any loss of actual or anticipated revenue, profit or savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of damage or corruption of data or other incidental, indirect, special or consequential losses or damages, regardless of the legal theory it is based on and even if we have been advised of the possibility of such losses or damages in any case.


Software Exclusions
The Parties agrees that the Company is not liable for the following: -

  • a. breach of or failure to comply with any Terms of Use or the applicable software terms; b. virus in the user’s networking system environment;

  • c. any changes or upgrades in your network or operating systems;

  • d. causes that do not arise directly from or are extraneous to the software; and

  • e. tampering or modification of the software other than by our authorized representatives.

 

Services outside the scope of your service package are subject to additional charges


Entire Agreement
These Terms of Use constitute the entire agreement between any user and us in relation to the use of or any transactions on the Platform.


These terms supersede and extinguish all other agreements, promises, assurances, warranties, representations and understandings between any user and us, whether written or oral, in relation to the use of or any transactions on the Platform.


The Buyer acknowledges that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms


Data Hosting
The Company hosts all data on regional third party cloud servers, till further notice. Security for such servers is as per the policies of those third parties providing the cloud servers


The Company does not share discreet data with any entity.


The Buyer or the Seller understand that the Company might in the course of its business share Aggregated Data.


Confidentiality
Each Party agrees that it will not use any Confidential Information received from the other Party except for the purposes of performing its respective obligations under this Terms of Use.


Each Party agrees that it shall disclose the Confidential Information of the other Party to its employees only on a “need to know” basis to the extent necessary in order for its employees to perform the obligations under this Terms of Use and shall ensure that its employees are bound by similar obligations of confidentiality and non-disclosure with respect to the other Party’s Confidential Information. Each Party shall maintain and observe reasonable procedures to prevent the unauthorized access to, disclosure or use of the other Party’s Confidential Information. Apart from disclosure to its employees on a “need to know” basis, the receiving Party agrees not to disclose any Confidential Information received from the disclosing Party to any third party except with the prior written consent of the disclosing Party.


The obligation of confidentiality set out in this shall not apply to any information or materials to the extent that such information or materials which:

  • a. were in the public domain at the time of disclosure to the receiving Party;

  • b. the receiving Party can demonstrate based on written records was already in its possession prior to its disclosure under this Terms of Use;

  • c. the receiving Party receives from an independent third party and the disclosure by the independent third party to the receiving Party is not in breach of any obligation of confidentiality or non-disclosure;

  • d. are subsequently and independently developed by employees of the receiving Party (as evidenced by the receiving Party’s written records) who had no prior knowledge of the disclosed information;

  • e. are required to be disclosed by law, order of a court of law or appropriate government agency provided that the receiving Party informs the disclosing Party as soon as possible to enable the disclosing Party to seek a protective order or other appropriate remedy to prevent the disclosure or limit the extent of the disclosure; or

  • f. are for the purpose of disclosure to professional advisers and/or insurers.

Upon the expiry or termination of this Terms of Use, each Party shall cease the use of the other Party’s Confidential Information and shall, if so requested by the other Party, either return all copies of Confidential Information received from the other Party or destroy all Confidential Information received from the other Party and provide a written undertaking to the other Party that all Confidential Information has been destroyed, save for copies which have to be retained for operational/audit purposes or compliance with law/corporate governance requirements.


Intellectual Property Rights
All intellectual property rights subsisting in respect of the services belong to the Company or have been lawfully licensed to the Company for use in connection with the services. All rights under applicable laws are hereby reserved. Party B agrees not to upload, post, publish, reproduce, transmit, or distribute in any way any component of the website itself, the Content, or any access to any service, or create derivative works with respect thereto, except with the prior written consent of the Company or unless expressly permitted in these Terms of Use. The website, Content, and Services are copyrighted under applicable laws.

Trademarks, service marks, trade names, and logos used and displayed on the Platform (the “Trade Marks”) are registered and unregistered trademarks of us or third parties. Nothing on the Platform and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a “hot” link to any other website) any Trade Marks displayed on the Services, without the written permission of us or any other applicable trade mark owner.


Data Protection
Both Parties shall at all times comply with the requirements of the Data Protection Act of DIFC and any other relevant privacy laws and regulations in any other relevant jurisdiction in relation to the collection, use, processing and transfer of personal data under or in connection with this Terms of Use.

 

Governing Law and Jurisdiction
Any dispute, difference, controversy or claim arising out of or in connection with this contract, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (the “DIFC Courts”) and be subject to the laws of the DIFC.