Terms and Conditions
MARKETPLACE: SITE TERMS
Version 1
WELCOME TO MESH MYANMAR!
1. INTRODUCTION: These terms and conditions (the Site Terms) set out how you may use our services to sell your merchandise (Products) via the meshmyanmar.com Marketplace, or the relevant part of the Marketplace (Site). In order to use the Site or any of our services (Our Services) to sell Products, you must create a valid Seller account in which you wish to sell your Products. Our Services may be amended from time to time by us.
2. WORDS USED IN THESE SITE TERMS: Capitalized terms or terms in bold have the meanings given to them in these Site Terms. Seller, shall mean either you, as an individual if using the services on behalf of yourself, or the business employing you as its representative (if registering for or using a service as (or part of) a business or any of your Affiliates (individually or collectively as the context requires) who elects to create a Seller account or register on the Site. The Seller agrees to be bound by and comply with these Site Terms.
In these Site Terms, the words meshmyanmar.com, we or us or our means, as applicable, each of or all of the meshmyanmar.com Contracting Party(ies) any of its Affiliates. The term “Affiliate” means, with respect to any entity, any other entity or Person that directly or indirectly controls, is controlled by, or is under common control with that entity. A “Person” means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.
3. CREATING A SELLER ACCOUNT: In accordance with the directions on the Site, you will need to create a Seller account with us in which you wish to receive Our Services. If you are an individual you need to be a resident of the Republic of the Union of Myanmar and if you are a business, you need to be able to conduct business in the Republic of the Union of Myanmar in accordance with the laws in the Country. We may assist you with creation of a Seller account after receiving necessary information from you (and each of your Affiliates if applicable). You must first familiarise yourself with the process set out on the Site and all the Site Terms. You must not register under a false name and/or impersonate any other Sellers’ log-in credentials, or password(s). Such fraudulent conduct could result in violation of applicable federal, national, regional or international laws and regulations (Applicable Laws) in the Republic of the Union of Myanmar. You agree to provide all relevant information to us while your account is active. When registering your Seller account, you must provide valid and authentic supporting documents as we may specify (in accordance with Applicable Laws in the Republic of the Union of Myanmar) and/or as may be requested by us through the Site or your Seller account.
4. PASSWORDS: If you choose, or you are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with these Site Terms) and you are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password. We have the right to disable any user identification name or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of these Site Terms.
5. SPECIFIC POLICIES: By creating a valid Seller account, you agree, at the time of creation or registration, to be bound by and comply with these Site Terms, and all policies, protocols guidelines, and other terms incorporated on the Site (which shall form a part of these Site Terms). This shall include:
5.1. any specific terms about which you may be notified from time to time and that shall apply to which you register to use Our Services (using functionality we may enable for your Seller account); and
5.2. any service specific terms for any of Our Services that you may request from us and which we may agree to provide to you from time to time (using functionality we may enable for your account) in accordance with such service specific terms (which may relate only to specific Products) (Other Service Terms) and which form part of these Site Terms. The Other Service Terms include, without limitation, the Fulfilled-by-Meshmyanmar (FBM) Terms (FBM Terms) which are set out at the end of these Site Terms.
6. MESHMYANMAR.COM CONTRACTING PARTY:
for Our Services referred to in these Site Terms (excluding the Other Service Terms), Mesh Myanmar.LTD, a limited liability company incorporated under the laws of the Republic of the Union of Myanmar and registered at the DICA Authority with commercial register number 17646 whose main office is at Yangon, Myanmar and
7. OUR MP SERVICES: According to these Site Terms, we offer web and mobile sites for you to offer Products (as selected by you and agreed with us) to customers, and complete transactions by you and agreed with us including as described at https://meshmyanmar.com/sellwithus (Our MP Services, which are a part of Our Services). Save as otherwise set out in these Site Terms, the Seller acknowledges that meshmyanmar.com does not take title or ownership of the Products or the inventory of Products at any point in time by virtue of the provision of Our Services according to these Site Terms. Title to the Products shall remain with the Seller until successful and completed delivery to its customer, or upon return to the Seller.
8. SELLER’S DUTIES: You may only use the Site for lawful purposes and in a lawful manner. You must comply with all Applicable Laws in the Republic of the Union of Myanmar and you acknowledge that these may vary from time to time and. You will be required to comply with any such differences as applicable. You must ensure that your Products correspond to the images uploaded to the Site and information supplied to us. It is your duty not to place any misleading advertisement or information about your Products or a brand on the Site. If you are found to be in breach of these Site Terms, you must accept return of Products and you may become liable to us under these Site Terms.
Products that we consider are potentially harmful (including, for example, to the health and safety of individuals) may require you to provide additional warranties to us to continue to allow their sale via the Site. Specific Applicable Laws may apply to the sale of such Products and it is your responsibility to adhere to such laws. Liabilities incurred for not following relevant health and safety requirements and/or selling Products which are harmful to individuals or any Persons property will be at your sole risk and cost. We reserve the right to reject Products that fall under our prohibited item list, as amended from time to time. Products offered for sale on the Site must comply with all laws and regulations and with Meshmyanmar’s policies and protocols as may be specified on the Site and updated from time to time. The sale of illegal, unsafe, or other restricted products listed on these pages, including products available only by prescription, is strictly prohibited. Prior to listing or requesting us to list the Products on the Site, you should carefully review the relevant guidance pages available on the Site. The examples provided in Help pages are not all-inclusive and are provided solely as an informational guide. We encourage you to seek independent legal advice if you have questions about the laws and regulations concerning your Products.
9. SALE AND FULFILMENT: Other than where we agree to provide Our Services to you in accordance with Other Service Terms (and then only in accordance with and to the extent set out in such Other Service Terms), for any of Our Services that you apply to use or use (and which we agree to provide), you will:
ensure that your Products do not cause any personal injury or damage to property;
provide to Meshmyanmar.com (on request) an updated copy of your trade license (if you are a corporate Person) or a copy of your passport or national ID (if you are a natural Person);
provide the required warranties and maintenance for the purchased Products in accordance with market practices, Meshmyanmar’s guidelines and protocols, and Applicable Law(s);
remain responsible for after-sales services, guarantees, warranties, maintenance, and any defects that may arise for or in respect of your Products including where required in accordance with Applicable Law (which you may ask us to provide on your behalf);
source, offer, sell and fulfil your Products, in each case in accordance with the terms of the applicable order and shipping information (with respect to any of your Products ordered through the Site), these Site Terms, and all terms provided by you (with our agreement) or us and displayed on the Site at the time of the order and be solely responsible for and bear all risk for those activities;
fulfil your Products using one of our authorised third party courier companies (which shall be notified to you using the details provided through your Seller account);
package each of your Products in a commercially reasonable manner complying with all applicable packaging and labelling requirements as provided;
subject to the Other Services Terms, at your own expense or your customer’s expense (as agreed with us) ship each of your Products on or before either: (i) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for your Product; or (ii) if you do not specify shipping availability information in such inventory/product data feed or that your Product is in a product category that designates as requiring shipment within, two business days after the date on which the relevant order is placed by the customer and you acknowledge and agree that we reserve the right to charge for any loss suffered or incurred by us for: (i) your delays in delivery against agreed timelines; or (ii) cancellation of a confirmed order placed by a customer;
retrieve the order information and shipping information with respect to any of your Products ordered through the Site in order to comply with your obligations according to these Site Terms;
only cancel any sale of your Product(s) through the Site as permitted pursuant to guideline and policies issued by us and in force at the time of the applicable order or as may be required under these Site Terms;
fulfil your Products (except to the extent prohibited by Applicable Law or these Site Terms);
provide to Meshmyanmar.com information regarding fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, of which we may make any of this information publicly available;
comply with all instructions, if any, specified by the manufacturer, distributor, and/or licensor of a Product specifying the date before which specified information for such Product (e.g., title of a book) should not be disclosed publicly, or such Product should not be delivered or otherwise made available to customers;
be the Seller of each of your Products and not act on behalf of any other Person (in any capacity);
include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of your Products;
identify yourself as the Seller of each of your Products on all packing slips or other information included or provided in connection with your Products and as the Person to which a customer may return the applicable product; and
except as expressly permitted by these Site Terms, not contact customers (whether by telephone, email or other communication method) confirming orders or fulfilment of your Products or for any other reason. Only Meshmyanmar.com customer service team will be allowed to contact the customers if any clarification.
10. OUR POLICIES: The Site Terms are applicable to all activities or transactions made on or via the Site. If Meshmyanar.com is notified by a Seller or a third party brand owner, or via a court, administrative or government order that Products or any part thereof violates, in accordance with Applicable Laws in the Country, the Intellectual Property Rights (IPRs) (which means without limitation (i) copyright, patents, database rights and rights in trademarks, designs, know-how domain name, moral right, trade secret right, or any other intellectual property right arising under any Applicable Laws and all ancillary and related rights and confidential information (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, for any of these rights; and (iii) all other IPRs and equivalent or similar forms of protection existing anywhere in the world and causes of action for violation, misappropriation or infringement of any of the foregoing) of any third party or any other rights of any third party or any Applicable Laws in the Country, we may remove such Products from the Site and our warehouses (if relevant) at our sole discretion or request removal of such Products by the Seller within a reasonable timeframe notified in writing or through the Seller account. Seller acknowledges that Meshmyanmar may from time to time introduce and implement new business rules, and customer care guidelines. Additionally, we are under no obligation to provide any information, material or document back to you, either before or after termination of these Site Terms or cancelation of a Seller account.
11. FEES AND PAYMENTS: Except as provided otherwise, our fees for Our Services are set out on the Site https://meshmyanmar.com/selling-fees/c/or as illustrated through the Seller’s account, as may be updated from time to time. Seller is responsible for payment of taxes in connection with Products (including withholding costs and any interest or penalty payments that may be imposed by any competent authority for late or non-payment of such taxes, in each case in accordance with any Applicable Laws the Country). All such amounts are in addition to our fees. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, where agreed with you in each case, to obtain credit authorizations from the issuer of your credit card, and to charge your credit card or debit your bank account for any sums payable by you to us (in reimbursement or otherwise). Except as provided otherwise, all amounts contemplated by these Site Terms will be expressed and displayed in the currency set out on the Site or referenced through the Seller’s account, and all payments contemplated by these Site Terms will be made currency set out on the Site or referenced through the Seller’s account.
All fees payable by Seller under these Site Terms are exclusive of applicable taxes and duties, including, without limitation VAT, sales and similar transaction taxes, excise taxes and gross receipts taxes (“Indirect Taxes”). If the fees payable by Seller are subject to Indirect Taxes, then the Indirect Taxes will be charged by Meshmyanmar.com in addition to the fees payable under these Site Terms. Seller will provide such information to Meshmyanmar.com as reasonably required to determine whether Meshmyanmar.com is obligated to collect Indirect Taxes from Seller or to allow Meshmyanmar.com to comply with its legal obligations in relation to the correct collection and enforcement of Indirect Taxes. Shipment charges incurred by Meshmyanmar.com in relation to Seller or a customer if any will be deducted by Meshmyanmar.com before releasing payment during the relevant month. We will use reasonable endeavours to ensure that the cost of each item minus our fee as set out on the Site will be released to Seller’s account on the Site in accordance with the relevant payment terms set out on the Sites after successful Product delivery, and in any event not later than thirty days after delivery. This period will always be subject to any customer dispute or dispute resolution time. Thereafter, Sellers can transfer such balance to his/her bank account at any time. Our obligation to remit funds received by us on your behalf is limited to funds that we have actually received less amounts owed to us, subject to chargeback or reversal or amounts withheld for anticipated claims in accordance with these Site Terms. The parties shall endeavour to resolve all and any payment conflicts amicably, and in the absence of an acceptable resolution, the parties will refer the conflict in accordance with clause
Notwithstanding any other provision of these Site Terms and without prejudice to Meshmyanmar.com’s other rights and remedies, Seller indemnifies Meshmyanmar.com for all loss (including to the extent that any loss is direct or indirect and/or relates to or includes any costs of investigation or professional fees or expenses) incurred or suffered (a) if the Seller’s Product is found counterfeit or refurbished or not to be original; or (b) any other type of fraudulent conduct is identified on the part of Seller.
12. SELLER WARRANTIES AND REPRESENTATIONS: Seller represents and warrants that: (i) if you are a business, you are duly organized, validly existing and in good standing under the Applicable Law and that you are registering for Our Services provided under these Site Terms; (ii) Seller has all requisite right power, and authority to enter into these Site Terms, perform your obligations, and grant the rights, licenses, and authorizations in these Site Terms ; (iii) Seller has the power and licences, permissions, authorisations, proprietary rights, consents and permits in the Products and to sell and promote Products in the territory in which they are sold via the Site; (ii) Seller’s Products conform to applicable quality and safety standards; (iv) Seller shall be solely responsible for any Products placed or distributed through the Site and breach of any third party contracts; (v) placement and sale of Seller’s Products through the Site will not be in breach of any Applicable Laws the Country or third party rights; (vi) all Products including the Materials supplied to Meshmyanmar.com are original and free from any defects; (vi) Seller will not engage in any unfair trade practices, and/or publish any inaccurate or misleading advertisement or information about Products on or via the Site, (viii) Seller will neither sell nor deliver to a customer any refurbished or used items, and the Products will always be new and unused; and (ix) Seller understands its consumer protection obligations as a supplier and indemnifies Meshmyanmar.com against any losses or costs incurred by Meshmyanmar.com in respect of Seller’s obligations under any Applicable Laws.
13. RETURNS: Seller undertakes to comply with our return and refund policy as referred to on the Site at https://meshmyanmar.com/returnandrefund, at its sole cost, whereby Products sold on the Site are subject to a return and refund in the applicable return and refund period starting from the date of delivery of the Products to the customer. The return policy shall apply as long as the Products are in the original packaging and are returned to the Seller in the original condition in which they were purchased and received. In accordance with the policy, our customer support team will arrange return to Seller by arranging a courier pick-up and return to the Seller, at which point, a full refund will be made by Seller to the relevant customer. Subject to the provisions of this clause, Seller must always accept return of a Product. In the event of a return which is not based on any alleged breach of Seller’s obligations, Souq will not levy any costs or penalty (unless expressly stated otherwise in these Site Terms). We shall return the Products to your designated shipping address. If (to the extent that we are arranging the return) (a) the designated shipping address we have for you is out-dated or incorrect, (b) you have not provided a designated shipping address or (c) we cannot make arrangements for you to pay for the return shipment, then the Product(s) will be deemed abandoned and we, to the extent permitted by Applicable Laws, may elect to dispose of them. You will reimburse us for all costs and expenses we incur in connection with the storage, and return or disposal of any Products. We, if we so elect, may dispose of any Products (and you will be deemed to have consented to our action) immediately if we determine in our sole discretion that such Products create a safety, health, or liability risk to Meshmyanmar.com, our personnel, or any third party. To the extent that we elect to dispose of any such Products, title to each such disposed Product(s) will transfer to us at no cost, as necessary for us to dispose of the Product(s), and we will retain all proceeds, if any, received from the disposal.
Except for any of your Products fulfilled according to Other Service Terms, you will promptly accept and process cancellations, returns, refunds, and adjustments in accordance with the return and refund policies published on the Site and applicable to Products and Our Services offered via the Site, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with any sale of your Product(s) through the relevant Meshmyanmar.com Contracting Party via the Site. We will make any payments to customers in the manner we determine, and you will reimburse us for any amounts we pay (or we may deduct such amounts through your Seller account).
14. DELIVERY ERRORS AND NON-CONFORMITIES: You are solely responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfilment of your Products, except to the extent caused by: (a) credit card fraud (and where we are responsible for such fraud); or (b) our failure to make available to you (with respect to any of your Products ordered through the Site), the order information and shipping information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of your Products that are fulfilled according to the FBM Terms, if any, the FBM Terms for the Site will apply to non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfilment of those Products. You are responsible for any nonconformity or defect in, or any public or private recall of, any of your Products or other products provided in connection with your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of your Products or other products provided in connection with your Products.
15. INTELLECTUAL PROPERTY: Meshmyanmar.com has the right to and you license Meshmyanmar.com to use, copy, distribute, modify and disclose to third parties any content, trademarks, materials or product images that you upload on the Site (and Seller warrants that it is entitled to grant that licence). This license you grant to us is royalty-free, nonexclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Seller’s Materials, and to sublicense these rights to the Affiliates of Meshmyanmar.com; provided, however, that we will not alter any of Seller’s trademarks from the form provided by Seller (except to resize trademarks to the extent necessary for presentation, as long as the relative proportions of such trademarks remain the same) and will comply with Seller’s removal requests as to specific uses of Seller’s trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Our Service (as applicable)). Nothing in these Site Terms will prevent or impair Meshmyanmar’s right to use Seller’s Materials without your consent to the extent that such use is allowable without a license from Seller or its Affiliates under Applicable Law. We do not grant any license to you except solely as is strictly necessary for you to use Our Services that we agree to provide to you. “Materials” means all technology, trademarks, content, product information, data, materials, and other items or information provided or made available by you or your Affiliates to Meshmyanmar.com or its Affiliates.
16. CHANGES, UPDATES AND UPGRADES: Meshmyanmar.com reserves the right to change these Site Terms at any time and in its sole discretion. Any changes will be effective upon the earlier of: posting of the revisions on the Site and/or notification to you (including by email, or through your Seller account), without any further notice to you. You are responsible for reviewing any applicable changes. Your continued use of the Site (which may be illustrated through your accessing of your Seller account) and Our Services following our posting of any changes, notification and/or ‘click through’ acceptance will constitute your acceptance of such changes. If you do not agree to any change to these Site Terms, you must not continue to use the Site or Our Services. The Seller agrees that no terms of business that it produces or sends to Meshmyanmar.com shall have any legal force or effect. Whilst Meshmyanmar.com endeavours to keep the Site safe and secure, we cannot guarantee the continuous operation or access to the Site. Seller acknowledges that Meshmyanmar may, from time to time, upgrade features of the Site and or certain aspects of Our Services that it provides to its customers generally. In order for Seller to benefit from any such upgrade, Meshmyanmar may make changes to the provision of any of Our Services and the procedures by which Seller receives any of Our Services. Meshmyanmar.com may also, from time to time change any of Our Services to the extent required to comply with any change in Applicable Laws in the Republic of the Union of Myanmar.
17. Mesh Myanmar’S LIABILITY: The Site and any of Our Services provided through it, or any functionality used or relied on, including all content, software, functions, materials, and information made available on or provided in connection with Our Services, are provided “as-is.” Each Mesh Myanmar entity or Person is severally liable for its own obligations under these Site Terms and is not jointly liable for the obligations of any other Mesh Myanmar entity or Person under these Site Terms. As a user of the Site, Seller uses the Site and Our Services provided to Seller at its own risk. To the fullest extent permissible by law, Mesh Myanmar and its Affiliates disclaim: (i) any representations or warranties regarding these Site Terms, any of Our Services or the transactions contemplated by these Site Terms, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (ii) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (iii) any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. Mesh Myanmar does not warrant that the functions contained in the Site and Our Services will meet Seller’s requirements or be available, timely, secure, uninterrupted, or error free, and Mesh Myanmar will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions. Mesh Myanmar is not involved in transactions between customers and Sellers or other participant dealings, if a dispute arises between one or more participants, each participant releases Mesh Myanmar and its affiliates (and their agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Our liability arising out of or in connection with these Site Terms or the transactions contemplated, whether in contract, warranty, tort (including negligence, product liability, or other theory) to Seller or any other Person for cost of cover, recovery or recoupment of any investment made by Seller or its Affiliates in connection with these Site Terms, or for any loss of profit, revenue, business or data or punitive or consequential damages arising out of or relating to these Site Terms, even if Mesh Myanmar or its Affiliates have been advised of the possibility of those costs or damage, shall not exceed in aggregate an amount equal to the amounts during the prior six-month period paid to Seller in connection with the particular service giving rise to the claim immediately preceding the event giving rise to the liability.
18. SELLER’S RELEASE AND INDEMNITY: Seller releases Mesh Myanmar and agrees to indemnify, defend, and hold harmless Mesh Myanmar, its Affiliates, and its respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim“) arising from or related to: (a) Seller’s actual or alleged breach of any obligations in these Site Terms; (b) any of Seller’s other means through which it or any of its Affiliates offers products or services, other than the Site, (b) your Products (including their offer, sale, performance, and fulfilment), (c) your Materials, (d) any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (e) any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfilment of your Products, including any of your employees, representatives, agents, contractors, or subcontractors (including any act or omission by any of them or any Claim brought or directed by any of them); or (d) taxes imposed on or payable by Seller or for the sale and/or supply of Products. Seller will use counsel reasonably satisfactory to Mesh Myanmar to defend each indemnified Claim. If at any time Mesh Myanmar reasonably determines that any indemnified Claim might adversely affect Mesh Myanmar, we may take control of the defence. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld. We reserve the right to enforce our rights under this provision by withholding amounts otherwise due to Seller under these Site Terms.
19. MITIGATION OF LOSS: Except in relation to any Claim or action for non-payment of the fees, each party shall take all reasonable steps to mitigate the loss and damage it incurs in relation to any Claim or action (whether for negligence, breach of contract, misrepresentation, under any indemnity or otherwise) which it brings against the other.
20. INSURANCE If the gross proceeds from any sale of your Product(s) through the Site exceeds an amount equivalent to Myanmar Kyats ten millions (MMK 10,000,000) during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the commercial general terms, umbrella or excess liability insurance with an equivalent limit of one billion Myanmar Kyats (MMK 1,000,000,000) or the equivalent amount per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including Products, products/completed operations and bodily injury, with policy(ies) naming the relevant Mesh Myanmar Contracting Party and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage.
21. CONFIDENTIALITY: During the course of your use of Our Services, you may receive information relating to us or to Our Services, (including Mesh Myanmar Transaction Information) that is not known to the general public (“Confidential Information“). You agree that: (a) all Confidential Information will remain Mesh Myanmar’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in Our Services; (c) you will not otherwise disclose Confidential Information to any other person or third party; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in these Site Terms. You may not issue any press release or make any public statement related to Our Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
22. DISCLOSURE OF INFORMATION: Mesh Myanmar reserves the right to report any activity that either it suspects violates any Applicable Law to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Mesh Myanmar and its customers, or to ensure the integrity and operation of Mesh Myanmar’s business and systems, Mesh Myanmar may access and disclose any information it considers necessary or appropriate, including but not limited to Seller account details, contact details, IP address and traffic information, usage history, and posted content. Both Mesh Myanmar and Seller each shall protect customer data as per their respective policies and the Applicable Laws.
23. USE OF MESH MYANMAR TRANSACTION INFORMATION You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Mesh Myanmar Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under these Site Terms if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Mesh Myanmar Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or Applicable Law; (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being a Site user. In addition, you may only use tools and methods that we designate to communicate with users of our Site regarding transactions that you carry out on it, including for the purpose of scheduling, communicating, or cancelling the fulfilment of Products. The terms of this paragraph do not prevent you from using other information that you acquire without reference to Mesh Myanmar Transaction Information for any purpose, even if that information is identical to Mesh Myanmar Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Site user. Mesh Myanmar Transaction Information means, collectively, order information and any other data or information acquired by you or your Affiliates from Mesh Myanmar, its Affiliates, or otherwise as a result of these Site Terms, the transactions contemplated by these Site Terms, or the parties’ performance under these Site Terms.
24. RIGHTS IN MWS, MWS MATERIALS, MWS SPECIFICATIONS, AND MOCHAHOST NETWORK. Marketplace Web Service (“MWS”) is a Service that is operated by our Affiliate that enables your systems to interface with certain features or functionality available to Sellers. “MWS Materials” means any software, data, text, audio, video, images, or other content we make available in connection with MWS, including application programming interfaces, related documentation, software libraries, and other supporting materials, regardless of format. MWS Specifications” means any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to MWS or MWS Materials. “Mochahost Networkk” means our Affiliates internal data centre facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within our or their reasonable control and are used to provide MWS or MWS Materials. As between you and us, we, our Affiliates or our licensors own all right, title, and interest in and to MWS, MWS Materials, MWS Specifications, and Mochahost Network. You obtain no rights under these Site Terms from us or our licensors to MWS, MWS Materials, MWS Specifications, or the Mochahost Network, including any related intellectual property rights.
25. TERM AND TERMINATION: These Site Terms shall commence on the date on which your account is created or a written contract is signed with us, and shall continue unless and until terminated by us or you. Mesh Myanmar may terminate these Site Terms (in full or in part) at any time at its sole discretion although Mesh Myanmar shall try to give fifteen days’ notice to Sellers. Upon termination, your Seller account shall cease to be accessible (either generally). No termination of these Site Terms (howsoever occasioned) shall: (i) affect any accrued rights or liabilities of either party; (ii) affect the coming into force or the continuance in force of any provision of these Site Terms which is expressly or by implication intended to come into force or continue in force on or after termination; or (iii) require a court or judicial order. To the extent relevant, Seller shall immediately return to Mesh Myanmar all property (including without limitation, Confidential Information and all material related to any customers) that it has received from Mesh Myanmar in connection with the performance of its obligations.
26. SUSPENSION OF SERVICES: Mesh Myanmar may suspend performance of Our Services or access to a Seller account (either generally or in respect of a particular Country Law) without liability where we have identified an actual or potential personal, financial or legal risk to the customer (which may include the following circumstances: (i) if Seller breaches these Site Terms or any of our policies; (ii) if Seller fails to reasonably cooperate with an investigation by Mesh Myanmar; (iii) where Mesh Myanmar reasonably believes that its continued provision of any of Our Services would expose Seller or Mesh Myanmar or their respective affiliates or customers to a material security risk or a regulatory action; or (iv) Seller’s performance does not meet Mesh Myanmar’s reasonable projections).
27. FORCE MAJEURE: We will not be liable for any delay or failure to perform any of our obligations under these Site Terms by reasons, events or other matters beyond our reasonable control.
28. GOVERNING LAW: These Site Terms shall be governed by and construed in accordance with the laws of the Republic of the Union of Myanmar.
29. DISPUTES: Any dispute, claim or controversy arising out of or in connection with these Site Terms (including a dispute, claim or controversy relating to any non-contractual obligations arising out of or in connection with these Site Terms) shall be referred to the parties’ respective officers for resolution. If any dispute remains unresolved twenty one days after being referred to the parties’ officers, it shall be finally settled:
Notwithstanding the foregoing, Mesh Myanmar may seek injunctive relief in any court of competent jurisdiction in respect of any matter concerning the infringement of its intellectual property rights or the use of its Site to infringe any third party’s intellectual property rights.
30. INDEPENDENT PARTIES: You and the Mesh Myanamr Contracting Parties are independent contractors, and nothing in these Site Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. These Site Terms will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from these Site Terms is intended or will be construed to give to any Person other than the parties to these Site Terms any legal or equitable right, remedy, or claim under or in respect to these Site Terms. These Site Terms and all of the representations, warranties, covenants, conditions, and provisions in these Site Terms are intended to be and are for the sole and exclusive benefit of Mesh Myanmar, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this clause.
31. WAIVER: Mesh Myanmar’s rights under these Site Terms: (i) may be exercised as often as necessary; (ii) unless otherwise expressly provided in these Site Terms, are cumulative and not exclusive of rights and remedies provided by Applicable Law; and (iii) may be waived only in writing and specifically. Delay in the exercise or non-exercise of any right is not a waiver of that right.
32. THIRD PARTIES: Except in the case of Affiliates of Mesh Myanmar, a Person who is not a Party to these Site Terms may not enforce any of them.
33. SEVERABILITY. If any of these Site Terms and the documents referred to in them (including any Other Service Terms) is or becomes illegal, invalid or unenforceable in any jurisdiction, such illegality, invalidity or unenforceability shall not affect: (i) the legality, validity or enforceability in that jurisdiction of any other term of these Site Terms and the documents referred to in them (including any Other Service Terms); or (ii) the legality, validity or enforceability in other jurisdictions of that or any other provision of these Site Terms and the documents referred to in them (including any Other Service Terms).
34. ENTIRE AGREEMENT: These Site Terms and the documents referred to in them (including any Other Service Terms) contains the whole agreement between the parties relating to the contracts, agreements and transactions contemplated by them and supersedes all previous agreements between the parties relating to these contracts, agreements and transactions. Except as required by Applicable Law, no terms shall be implied (whether by custom, usage or otherwise) into these Site Terms and the documents referred to in them. Each party acknowledges that, in agreeing to enter into these Site Terms and the documents referred to in them (including any Other Service Terms) it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those set out in these Site Terms and the documents referred to in it).
35. NOTICES:All notices, demands, requests, approvals, consents or other communications to be given or delivered under these Site Terms (“Notices“) by you to Mesh Myanmar must be given to the relevant Mesh Myanmar Contracting Party, with a copy to each, in writing. Notice will be deemed to have been given when delivered by courier and signed for by a Mesh Myanmar employee three days after such signature to the addresses has been given on the Site. We may notify you in writing via your email account or by delivering a hard copy of such notice by courier to the address you have provided to us and which in each case will be deemed to have been given upon being sent or dispatched (as appropriate). If there is any conflict or inconsistency between the provisions of the English language version of these Site Terms and any translated version, the wording of the English language version shall prevail.
36. COMPLIANCE:
Seller represents and warrants that Seller and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the Myanmar Nations Security Council, or other applicable government authority.
Notwithstanding anything to the contrary herein, nothing in the Site Terms shall, or shall be interpreted or construed to, induce or require either party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any laws, regulations, rules, or requirements that apply to any party to these Site Terms.
37. ASSIGNMENT: Neither party may assign its rights or obligations set out in these Site Terms without the prior written consent of the other party, except that Mesh Myanmar may assign these Site Terms to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of its assets or any similar transaction. Subject to this limitation, these Site Terms will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
Contact Legal@meshmyanmar.com if you have any questions on these Site Terms.