USER TERMS AND CONDITIONS

Please note: As a seller, You will be able to upload items for sale at the same time that You share your corporate documents, however, your products will not be viewable by potential Buyers (“Buyer”) until your documents have been verified by Masdary.

1.1 You may not access or use the Platform and may not accept these terms if You are not at least 21 years, or are not permitted to receive any services under the laws of the United Arab Emirates or any jurisdiction in which You are a resident or citizen.

1.2 You must register as a Buyer or seller and have a user account on the Platform to use its services.

1.3 Whether You are registering as a Buyer or seller, You must own a licensed business. This does not apply to Buyers purchasing through the “Buy Now” feature.

1.4 To become verified as a Buyer or seller, You must provide the following documentation:

• Trade License (or Commercial Register, as applicable)
• State-issued ID of the owner or manager on the license (for example, Emirates ID or passport page)
• VAT Registration Certificate
• Power of Attorney and personal ID (for company representatives who are not listed on the license, if applicable)

1.5 Masdary has the right to reject the creation of a user account for any reason.

1.6 When You use any Masdary service or send e-mails to us, You are communicating with us electronically. We will communicate with You electronically in a variety of ways, such as by e-mail, text, in-app push notices or by posting e-mail messages or communications on the Platform or through our Message Center. You agree that all agreements, notices, disclosures and other communications that we provide You electronically satisfy any legal requirement that such communications be in writing, unless applicable laws specifically require a different form of communication.

1.7 By posting or displaying any product, information, or content (“Content”) on the Platform, You grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable license to Masdary to use the Content in any form, media, or technology in any manner and for any purpose.

1.8 By registering as a user, You acknowledge that Masdary may launch, change, upgrade, impose conditions on, suspend or stop any services or features without prior notice.

2.1 but may also register subaccounts under the main account. Masdary may suspend or terminate user accounts, if it has reason to suspect that the same business registered, or is in control of, two or more of the same type accounts.

2.2 Upon creation of a user account or subaccount, Masdary will assign You an account and request that You create a password.

2.3 You will be solely responsible for maintaining the confidentiality and security of your account number and password. You may not share, assign, or permit the use of your user account or password with another person, even those within your own business. You agree to notify Masdary immediately if You become aware of any unauthorized use of your user account or password.

2.4 You agree that all use of Masdary, and all activities that occur under your account(s) will be considered authorized by you, and that You solely bear the responsibility for the consequences of the misuse of your account and subaccounts.

2.5 Masdary may limit, suspend or withdraw your user account at any time, without notice, for breach of these Terms, or for any reason.

3.1 You represent and agree that:

• You have full power and authority to accept the Terms and to fulfill your obligations under these terms;
• the information and documents submitted during the registration process are true, accurate, current and complete, and You will maintain and update all information and documents to keep them so while your Masdary user account is active;
• You consent to Masdary including information about You or your business in our database, and authorize Masdary and our affiliates to share or use the information as described in our Privacy Policy;
• You are solely responsible for obtaining all required licenses, permits and certifications for the Content that that You submit, post or display;
• any Content that You submit, post or display is not counterfeit or stolen and does not otherwise violate any of the copyright, patent, trademark, trade name, trade secrets or any rights of any third party;
• You have the right and authority to sell, trade, distribute or export the products listed on Masdary, and the listing of these products does not violate any third-party rights (for example, exclusive agency or distribution agreements); and
• neither you, your company, its directors, officers nor affiliates are the subject of any trade restrictions, sanctions or other legal restrictions of any country, international organization or other jurisdiction.

3.2 You further agree that the Content that You submit, post or display will:

• be true, accurate, complete and legal;
• not contain information that is defamatory, libelous, threatening, harassing, obscene, explicit, offensive, or otherwise objectionable;
• not contain information that is discriminatory or promotes discrimination;
• not violate the Product Listing Policy, the Terms or any other additional agreements with Masdary;
• not violate any applicable laws and regulations or promote any activities which may violate them; and
• not post any link directly or indirectly to other websites which include Content that violates the Terms.

3.3 Additionally, You agree that You will:

• carry on activities on Masdary in compliance with any applicable laws and regulations
• conduct your business transactions with other Masdary users in good faith;
• carry on your activities according to these Terms, and any other applicable agreements;
• upload all requested order data for every transaction to the Masdary platform;
• not use Masdary to defraud any person or entity;
• not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
• not manipulate feedback through multiple user accounts or third parties by leaving positive feedback for yourself or unjustified negative feedback for another user;
• not copy, reproduce, download, republish, sell or distribute any information, text, images, graphics, video clips, sound, directories, files, databases or listings, available on or through Masdary for any purpose;
• not engage in spamming, phishing or spreading viruses;
• not use Masdary solely to collect information about other users;
• not use information provided to You during the course of a transaction on Masdary to solicit additional sales offline; and
• not engage in any activities that would create liability for Masdary.

3.4 In its sole discretion, Masdary has the right to remove a posting or listing or suspend or terminate any user account, if it learns of a violation or suspected violation of any of the points under 3.1-3.3, or for any reason it considers appropriate.

Marketplace (Fulfilled by Masdary):

4.1 Through its website and related applications, Masdary provides a platform for Buyers and sellers to interact with one another for the sale and purchase of products. Masdary does not represent either Buyers or sellers in any transaction and is not a party to any agreement between them. As the invoicing relationship is between the Seller and the Buyer, the Seller is responsible for fulfilling the promise to provide the purchased products; this includes initial responsibility for the acceptability of the products (for example, responsibility for the good or service meeting Buyers’ reasonable expectations, or when the Buyer has a right to return the products, as per the applicable Return & Refund Policy).

4.2 Should the Buyer raise a return request and should Masdary approve the request, domestic sellers must accept the returned items within 5 days.

4.3 Should the Buyer raise a return request and should Masdary approve the request, international sellers must collect the items within a 10-day window after the returned items have been delivered to either Masdary’s warehouse, or to a third-party logistics partner’s warehouse. Masdary may require up to 5 days to collect the returned items from the Buyer, and deliver those back to either of the above locations. If the returned items are not collected within the stipulated time frame, Masdary shall have the right to dispose of/sell the items as it deems fit.

4.4 Buyers agree and understand that they are purchasing products under their own risk, and agree that Masdary is not primarily liable for: (i) any act or omission of a seller and/or (ii) any damage or loss that arises in connection with the ordering, purchase and/or provision of a seller’s goods or service.

4.5 Masdary does not control and is not responsible for the quality, legality, safety, or availability of the products offered for sale on the Platform’s marketplace, the ability of sellers to complete a sale or the ability of Buyers to complete a purchase. Masdary acts solely as an agent whose obligation is to provide a platform and arrange for the provision of the Seller’s products. Masdary does not control the seller’s products before they are transferred to the Buyer.

4.6 By accessing or using the Platform, You accept the risks of conducting any transaction, as well as any related activities, such as payment, storage, shipment and return of products.

4.7 Masdary is not liable for unsatisfactory or delayed performance, losses, damages or business interruptions as a result of marketplace products which are unavailable, damaged or not delivered.

4.8 Masdary shall attempt to resolve any dispute or disagreement between Buyers and sellers.

Retail (Sold by Masdary):

4.7 Products sold by Masdary are sold in Masdary's name and on its own behalf to Buyers via Masdary’s platform. For the avoidance of doubt, under its retail model, Masdary is and shall remain the seller in respect of any sales made to Buyers. Masdary shall be responsible for fulfilling the promise to provide the purchased products to Buyers; this includes responsibility for the acceptability of the Products, and is subject to the applicable Returns and Refund Policy.

4.8 Masdary shall issue invoices to Buyers in respect of products purchased by Buyers via Masdary’s platform.

5.1 Masdary may give You access to third-party sites or services through hyperlinks, API or other means. You should review the third-party terms and conditions, as Masdary has no control over and does not monitor such sites. Masdary will not be liable to You for the content of these sites or your use of them.

5.2 Masdary may offer You third-party services, such as payment gateways, supply chain finance solutions and delivery services. These services may be subject to a separate agreement between You and the service provider. Under no circumstances will Masdary be liable to You for the use of such services.

5.3 Third-party services may be subject to separate fees. You will be informed of such fees prior to the performance of the services.

6.1 The services provided by Masdary and the products displayed on the Platform are provided "as is", "as available" and "with all faults".

6.2 You agree to defend Masdary, our affiliates, directors, officers and employees against any and all third-party losses, claims and liabilities (including legal costs) which may result from your violation of these Terms, use of the Platform or its services (or third-party services or sites offered through Masdary). You agree to fully compensate Masdary for such losses.

6.3 Masdary has the right to take control of any legal matter subject to Clause 6.2.

6.4 Masdary will not be liable to pay any consequential, indirect, punitive or incidental damages (including but not limited to damages for loss of profits or savings, business interruption, loss of information), resulting from your use of the Platform, or any third-party services or sites offered through Masdary.

6.6 The above clauses will apply whether or not Masdary has been advised of, or should have been aware of, the possibility of any losses.

7.1 Masdary has the right to cooperate fully with governmental or regulatory authorities or law enforcement in the investigation of any suspected criminal or civil wrongdoing. As permitted by applicable laws and policies, Masdary may disclose a user's identity and contact information regarding a user's account, transactions or activities carried on the Platform. Masdary will not be liable for damages due to such disclosure, and You agree not to bring any claim against Masdary for the disclosure.

8.1 Neither You nor Masdary will be liable for failing to fulfill any obligation under these Terms that result from circumstances beyond either party’s reasonable control, such as natural disasters, pandemics or war.

9.1 “Masdary” and its related logos and words on the Platform are registered trademarks of Masdary and are protected by international trademark and other intellectual property rights and laws. Masdary’s trademarks may not be used in connection with any service or products that other than Masdary’s, without its written consent. All other trademarks not owned by Masdary that appear on the Platform are the property of their respective owners, who may or may not be affiliated with Masdary.

9.2 Masdary is the sole owner or lawful licensee of all the rights and interests in the Platform and its Content. the Platform and its content contain trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Platform and its Content belong to Masdary. All other rights are reserved.

9.3 If You believe that any Content on the Platform violates your intellectual property or other third-party rights, please [email protected].

10.1 All notices or demands to Masdary must be made in writing and sent personally, by courier or by email to: Attn: Masdary Legal, DAFZA, Building 9WA, Office 501, Dubai, United Arab Emirates – Email: [email protected].

10.2 All legal notices or demands on a user will be delivered to the last known email address provided by to Masdary, unless otherwise required by specific laws or regulations.

11.1 Unless You have any additional agreements with Masdary, these Terms represent the entire agreement between You and Masdary as to your use of the website and any related applications or services, overriding any prior written or verbal agreements that may have been made.

11.2 These Terms do not create an agency, partnership, joint venture, employment or franchise relationship between You and Masdary.

11.3 If any clause of these Terms is considered invalid or unenforceable, such clause will be deleted and the remaining clauses will remain valid and enforceable.

11.4 If Masdary does not enforce its rights or act against any breach by You under the Terms, it does not mean that Masdary is waiving its rights to enforce actions against You in the future.

11.5 Masdary has the right to assign the Terms to any person or entity. You may not assign these terms to any person or entity, without written consent from Masdary.

11.6 These Terms are governed by and construed according to the laws and regulations of the United Arab Emirates as applied in the Emirate of Dubai. Any dispute, difference, controversy or claim arising out of or in connection with these Terms, including any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, will be subject to the exclusive jurisdiction of the Dubai Courts.

If You have any questions regarding these Terms, please Contact Us.