1. Definitions and Interpretation

1. Definitions

For the purposes of these Platform Terms and Conditions, and unless the context clearly requires otherwise, the following capitalized terms have the meanings set out below. Defined terms apply uniformly throughout these Terms and any incorporated policies and are intended to reflect the Platform’s role as an intermediary marketplace only.

Account means a registered user account created and maintained for the purpose of accessing and using the Platform, subject to ongoing accuracy and eligibility requirements.

Buyer means any individual or legal entity that purchases products from a Vendor through the Platform. A Buyer contracts directly with the relevant Vendor and not with the Platform.

Content means all text, images, videos, technical data, specifications, listings, reviews, ratings, digital files, metadata, and other materials uploaded, generated, displayed, transmitted, or otherwise made available through the Platform by Users or through Platform systems. Content includes Vendor provided materials and user generated content and does not imply verification, endorsement, or responsibility by the Platform.

Digital Assets means electronic or digital files, including CAD files, BIM models, three-dimensional models, technical drawings, datasheets, catalogs, and similar materials, made available through the Platform for informational or reference purposes, subject to applicable licensing terms and disclaimers.

eShop means a Vendor specific storefront or portal within the Platform through which a Vendor lists, offers, and sells products. An eShop is operated by the Vendor and is not the Platform.

Logistics Provider means an independent third-party carrier, courier, or fulfillment service engaged by a Vendor or selected as a facilitation option through the Platform. Logistics Providers are not agents, contractors, or representatives of the Platform.

Payment Gateway means an independent third-party payment processor used to authorize, process, and facilitate Buyer payments in connection with transactions conducted through the Platform. The Platform does not provide payment services.

Platform means the MawadOnline online marketplace, including the website, applications, systems, tools, and associated technical infrastructure, operated by Vendolista solely as an intermediary to facilitate transactions between Buyers and Vendors.

Vendolista means Vendolista eCommerce LLC, a legal entity registered in Abu Dhabi, United Arab Emirates, and the sole operator of the Platform.

Vendor means an independent, UAE licensed business entity or licensed professional operating one or more eShops on the Platform and acting as the seller of record for products listed and sold through its eShop.

2. Interpretation

Headings are inserted for convenience only and shall not affect the interpretation of these Terms. Words importing the singular include the plural and vice versa, and words importing any gender include all genders. References to persons include natural persons, legal entities, and other forms of organization. References to days are to calendar days unless expressly stated otherwise. References to any law, regulation, policy, or document include that law, regulation, policy, or document as amended, replaced, or reissued from time to time. References to clauses, sections, or schedules are to clauses, sections, or schedules of these Terms unless otherwise indicated. The terms “including” and “include” shall be construed without limitation. Any reference to an obligation or right being exercised by the Platform is subject at all times to its role as an intermediary marketplace only and does not imply any duty to act, adjudicate, monitor, or enforce beyond what is expressly stated in these Terms or in incorporated policies. In the event of any ambiguity, these Terms shall be interpreted in a manner consistent with the Platform’s intermediary, non-adjudicative, and non-guarantor status and with the incorporated policies forming part of the contractual framework.

2. Platform Role and Intermediary Status

1. Intermediary Marketplace Only

The Platform operates solely as an intermediary online marketplace providing digital infrastructure, technical tools, and marketplace rules that enable independent Vendors to list and offer products to Buyers. The Platform does not act as a seller, reseller, distributor, contractor, service provider, logistics provider, or payment service provider, does not take title to goods, does not take possession or custody of products, and does not control Vendor inventory, pricing, fulfillment methods, or performance. Any facilitation, visibility, ranking, or technical functionality provided by the Platform is non-exclusive, discretionary, and does not constitute endorsement, certification, supervision, or assumption of responsibility for any Vendor, product, or transaction outcome.

2. Buyer–Vendor Relationship

All contracts of sale are concluded directly and exclusively between the Buyer and the relevant Vendor operating an eShop on the Platform. The Platform is not a party to any sale, does not create contractual privity with respect to the underlying transaction, and does not assume responsibility for product quality, compliance, delivery, warranties, statutory obligations, or after-sales support. The existence of Platform tools for ordering, communications, dispute facilitation, reviews, or enforcement does not alter the direct Buyer–Vendor contractual relationship, does not make the Platform an adjudicator or guarantor, and does not shift or dilute the Vendor’s primary commercial, legal, or regulatory responsibilities.

3. Limited Agency for Payments

For payment facilitation purposes only, and solely to the extent expressly stated in the applicable Payment and Settlement Policy, the Platform acts as a disclosed collection agent for Vendors to collect and disburse transaction amounts. This limited agency is purpose-specific, does not extend beyond payment collection and settlement mechanics, and does not create any broader agency, partnership, employment, fiduciary, or joint venture relationship. The Platform does not hold funds as escrow or trust, does not guarantee payment authorization, settlement timing, or payout amounts, and retains discretion to withhold, delay, or reverse disbursements in accordance with incorporated policies and applicable law.

3. Eligibility and Account Registration

1. Eligibility

Access to and use of the Platform is limited to Users who meet the eligibility criteria set out in these Terms and any incorporated policies. Buyers must be located in the United Arab Emirates. Vendors must be duly licensed and authorized to conduct business in the United Arab Emirates and remain in good standing at all times. The Platform may, at its discretion and subject to applicable law, restrict, suspend, or refuse access to the Platform where eligibility requirements are not met, cease to be met, or cannot be reasonably verified. Eligibility does not create any right to continued access, and the Platform makes no representation that any User will remain eligible or permitted to access the Platform on an ongoing basis.

2. Account Creation and Accuracy

To access certain Platform features, Users must create an Account and provide information requested by the Platform. Users represent that all information submitted in connection with Account creation and ongoing use is true, complete, accurate, and not misleading, and that they have authority to provide such information where acting on behalf of a legal entity. Users remain solely responsible for maintaining the accuracy and currency of Account information. The Platform relies on information provided by Users without independent verification and bears no responsibility for inaccuracies or omissions. The Platform may request clarification or updated information, apply reasonable verification measures, or take enforcement action where information is incomplete, inaccurate, outdated, or inconsistent with applicable requirements, without creating any obligation to do so.

3. Account Security

Users are solely responsible for safeguarding Account credentials and for all activity conducted through their Accounts, whether authorized or unauthorized. The Platform does not guarantee the security of Accounts and does not assume responsibility for losses arising from compromised credentials, unauthorized access, or User failure to maintain adequate security measures. Users must promptly notify the Platform of any suspected unauthorized access or security incident affecting their Account. The Platform may implement security controls, access restrictions, or protective measures as it deems appropriate to protect Platform integrity, but such measures do not constitute monitoring, supervision, or acceptance of responsibility for Account security.

4. Platform Access and Use Rules

1. Permitted Use

Access to and use of the Platform is permitted solely for lawful purposes consistent with the Platform’s function as an intermediary marketplace, including browsing, listing, offering, purchasing, and selling products within permitted categories and in accordance with these Terms and all incorporated policies. Use of the Platform is granted on a limited, non-exclusive, revocable basis and does not confer any ownership, proprietary interest, or guaranteed access rights. The Platform may make features, tools, or access levels available or unavailable from time to time at its discretion, and nothing in these Terms constitutes a commitment to maintain any particular functionality, availability, or mode of access.

2. Prohibited Conduct

Users must not, directly or indirectly, misuse the Platform or engage in conduct that is unlawful, misleading, abusive, deceptive, or inconsistent with the Platform’s intermediary role. Prohibited conduct includes, without limitation, uploading or transmitting unlawful or infringing Content, attempting to circumvent fees, payment flows, settlement logic, enforcement measures, or technical controls, interfering with Platform operations or security, misrepresenting identity or authority, manipulating evidence or records, or using the Platform for purposes outside its intended marketplace function. Prohibited conduct is further governed by the Acceptable Use Policy and other incorporated policies, which apply without limitation to these Terms.

3. Monitoring and Investigation

The Platform may, subject to applicable law, monitor activity, review Content, analyze transactions, and investigate suspected or actual violations at its discretion and without obligation to provide prior notice, warnings, or explanations. The Platform may request information, documentation, or objective evidence from any user and may rely on system records, logs, application-generated data, and other available information for enforcement, compliance, and risk management purposes. Monitoring and investigation activities are undertaken to protect Platform integrity, regulatory compliance, and marketplace trust and do not constitute supervision, endorsement, verification, or adjudication of user conduct, products, or transactions, nor do they create any duty to detect or prevent violations.

5. Marketplace Governance and Incorporated Policies

1. Payments and Transactions Governance

Transactions facilitated through the Platform are governed exclusively by separate, dedicated policies, including the Payment and Settlement Policy and the Refund and Returns Policy, each of which is incorporated by reference and forms an integral part of these Terms. Such policies allocate rights, conditions, limitations, and consequences relating to payment authorization, collection, settlement eligibility, withholding, reversals, refunds, returns, and chargebacks. The Platform’s role is strictly limited to facilitation and, where expressly stated, a disclosed collection agent function for payment processing only. Nothing in this Section creates any guarantee of payment authorization, settlement timing, payout amounts, refund outcomes, or transaction completion, and the Platform remains an intermediary marketplace only and not the seller of record, merchant of record, or a party to Buyer Vendor contracts.

2. Listings, Products, and Content Governance

All listings, products, Content, Digital Assets, reviews, ratings, and related materials made available through the Platform are subject to and governed by the following incorporated policies and standards, as amended from time to time:

1. Listing Rules and Product Compliance Policy

2. Restricted and Hazardous Materials Policy

3. Digital Assets (BIM or CAD) Licensing Policy

4. Reviews and Ratings Moderation Standard

5. Intellectual Property and Takedown Policy

These incorporated policies define mandatory eligibility criteria, restrictions, usage limitations, moderation standards, and enforcement consequences applicable to the relevant subject matter. The Platform does not pre review, certify, verify, or endorse any listing, product, Content, Digital Asset, review, or rating, and assumes no responsibility for accuracy, legality, compliance, safety, fitness for purpose, or lawful use. The continued availability, visibility, or accessibility of any listing or Content is not guaranteed and remains subject to the Platform’s discretionary governance and enforcement powers exercised in accordance with the incorporated policies and applicable law.

3. Vendor Risk and Compliance Oversight

Vendors remain solely and independently responsible for all regulatory, commercial, and operational obligations relating to their eShops, products, content, fulfillment, and conduct, including obligations concerning licensing, insurance, product safety, recalls, onboarding disclosures, and ongoing compliance, as set out in applicable Vendor facing policies and disclosures incorporated by reference. The Platform does not assume, monitor, or substitute Vendor compliance responsibilities and does not restate Vendor duties within these Terms. The Platform retains full discretion to apply risk management, monitoring, investigation, and enforcement measures, including delisting, suspension, withholding, or termination, in accordance with incorporated policies and applicable law. The exercise or non exercise of such rights does not constitute approval, assurance, or assumption of liability, and does not limit the Platform’s intermediary status or its ability to take future action.

6. Delivery, Logistics, and Risk Allocation

1. Vendor Responsibility

Vendors are solely and fully responsible for the fulfillment, handling, shipment, and delivery of products sold through their eShops, whether such delivery is arranged through independent Logistics Providers or performed by Vendor self delivery where clearly disclosed in the applicable listing. The Platform does not provide, supervise, control, or guarantee delivery services, does not select or manage Logistics Providers on behalf of Vendors, and does not assume any role as carrier, freight forwarder, or fulfillment provider. Any designation or availability of logistics options through the Platform is facilitative only and does not transfer responsibility, liability, or risk from the Vendor to the Platform. Vendors remain exclusively responsible for compliance with applicable laws, contractual obligations to Buyers, and any arrangements entered into with Logistics Providers or delivery agents.

2. Delivery Confirmation and Risk of Loss

Delivery is deemed complete only upon confirmed delivery of the product to the Buyer, supported by objective evidence acceptable under applicable Platform standards. Until such confirmed delivery occurs, all risk of loss, damage, theft, or deterioration remains solely with the Vendor. Upon confirmed delivery, risk of loss transfers from the Vendor to the Buyer. The Platform does not take title to, possession of, or custody over products at any time and bears no risk of loss, damage, delay, or non delivery at any stage of fulfillment or transit. The Platform does not verify delivery outcomes beyond reliance on submitted evidence for Platform administered purposes and makes no guarantees regarding delivery success, timing, condition, or performance. Any disputes relating to delivery, loss, or damage are governed by the applicable incorporated policies and do not create any assumption of responsibility or adjudicative role for the Platform beyond its facilitative and enforcement functions.

7. Fees and Pricing Disclosure

1. Platform Fees

The Platform charges Vendors fees for access to and use of the marketplace, including transaction-based commissions applied on top of Vendor base prices and subscription-based eShop access fees. The nature, calculation, application, collection, withholding, and settlement treatment of such fees are governed exclusively by the Payment and Settlement Policy, as incorporated by reference. Platform fees constitute consideration for marketplace access, infrastructure, tooling, and facilitation only, do not represent resale of products, and do not alter the Vendor’s status as seller of record. The Platform retains discretion, subject to applicable law and incorporated policies, to determine fee structures, eligibility, applicability, adjustments, and enforcement consequences associated with non-payment or breach.

2. Pricing Presentation

Vendors remain solely responsible for setting and maintaining their base prices, ensuring pricing accuracy, and complying with applicable pricing and tax laws. The Buyer-facing total price displayed through the Platform may exceed the Vendor base price due to the inclusion of Platform fees or other amounts permitted under incorporated policies. The Platform controls the manner, format, and presentation of price components and fee-inclusive pricing for marketplace transparency and operational consistency, but does not control, mandate, or guarantee Vendor pricing decisions, margins, competitiveness, or commercial outcomes.

3. No Guarantees

Payment of fees, participation in fee-based programs, or continued access to the Platform does not guarantee traffic, visibility, ranking, sales volume, conversion, demand, or performance of any kind. The Platform makes no representations or assurances regarding commercial success, Buyer behavior, market conditions, or outcomes attributable to fees or pricing presentation. All commercial risk associated with pricing, demand, and sales performance remains solely with the Vendor.

8. Intellectual Property and Content

1. Platform Intellectual Property

All right, title, and interest in and to the Platform, including its software, source code, object code, databases, architecture, user interfaces, workflows, systems, trademarks, service marks, trade names, logos, and all related proprietary materials, are and remain the exclusive property of Vendolista or its licensors. Except for the limited rights expressly granted to Users to access and use the Platform in accordance with these Terms, no rights are granted, whether by implication, estoppel, or otherwise. Nothing in these Terms transfers ownership, confers any proprietary interest, or permits reverse engineering, extraction, or independent exploitation of Platform intellectual property.

2. Vendor Content License

Vendors retain ownership of all Content they upload, submit, or make available through the Platform. By uploading or submitting Content, each Vendor grants Vendolista a perpetual, irrevocable, worldwide, royalty free, fully paid, sublicensable license to host, store, reproduce, display, distribute, translate, adapt, modify for technical compatibility, index, analyze, and otherwise use such Content solely for Platform operation and legitimate business purposes, including marketplace functionality, catalog and database systems, search and ranking, analytics, marketing, compliance review, enforcement, dispute handling, fraud prevention, and artificial intelligence and machine learning uses. This license authorizes use of Content across current and future Platform interfaces, applications, and systems, and survives suspension, termination, or cessation of a Vendor account or eShop for any reason. The Platform has no obligation to remove, delete, or de identify Content from catalog systems, backups, audit trails, or analytical datasets where retention is required for operational continuity, compliance, risk management, or enforcement purposes, as further governed by incorporated data and content policies.

9. Reviews, Ratings, and User Content

1. Responsibility for Content

Users are solely and exclusively responsible for all Content they submit, post, upload, or otherwise make available through the Platform, including reviews, ratings, comments, images, and any related materials. Users represent and warrant that such Content is accurate to the best of their knowledge, lawful, non infringing, and does not violate applicable law, third party rights, or any incorporated Platform policies. Content reflects the views and statements of the submitting user only and does not represent the views, positions, or endorsements of the Platform. The Platform does not verify, validate, or guarantee the accuracy, completeness, or reliability of any user submitted Content and assumes no responsibility for errors, omissions, or outcomes arising from reliance on such Content.

2. Moderation and Enforcement

Reviews, ratings, and other user submitted Content are subject to moderation, restriction, removal, suppression, or non publication in accordance with the Reviews and Ratings Moderation Standard, as incorporated by reference. The Platform retains full discretion, but not any obligation, to monitor, review, moderate, remove, edit for formatting, restrict visibility of, or refuse to publish any Content at any time, including after publication. The Platform may rely on reviews, ratings, Content metadata, and related activity signals for marketplace integrity, analytics, risk assessment, compliance monitoring, and enforcement purposes, without acting as an adjudicator of truth or resolving factual disputes between users. No review, rating, or Content is guaranteed to be published, retained, displayed, or restored, and moderation decisions do not create any duty, precedent, or liability on the part of the Platform. The Platform bears no responsibility for loss, damage, or claims arising from the submission, display, moderation, reliance upon, or removal of any user submitted Content, to the fullest extent permitted by applicable law.

10. Privacy, Data, and Compliance

1. Incorporated Data Policies

Personal data processing, cookies and similar technologies, artificial intelligence and automated systems, and regulatory, sanctions, and compliance related disclosures are governed exclusively by the following documents, each of which is incorporated by reference and forms an integral part of these Terms, as amended from time to time:

1. Privacy Policy

2. Cookies Policy

3. Data Protection and AI Use Addendum

4. AML and Sanctions Compliance Disclosure

These documents collectively govern data roles, lawful bases for processing, disclosures, safeguards, limitations, and user rights, and prevail in respect of their subject matter. Nothing in these Terms restates, expands, or limits the content of the incorporated data policies, which apply independently according to their own terms.

2. Data Use and Safeguards

Subject to applicable law and the incorporated data policies, data may be collected, accessed, generated, combined, retained, analyzed, and otherwise processed for purposes including account creation and administration, transaction facilitation and settlement support, compliance with legal and regulatory obligations, fraud prevention, risk management, enforcement of Platform rules, dispute handling, analytics, platform security, platform improvement, and operation of automated or AI assisted systems.

The Platform processes data solely in its capacity as an intermediary marketplace operator and does not assume the role of seller, service provider, logistics provider, or payment service provider by virtue of any data processing activity. Data processing does not constitute endorsement, verification, certification, or validation of Vendors, Products, Content, or transactions.

The Platform may rely on automated, algorithmic, or AI assisted tools to support operational, compliance, security, analytics, recommendation, fraud detection, or enforcement functions, without guaranteeing accuracy, outcomes, or uninterrupted operation, and without creating any obligation to act, intervene, or reach any particular result.

Data may be disclosed, preserved, or shared with third parties, including payment gateways, service providers, professional advisers, or competent authorities, where required or permitted by law, or where necessary for compliance, enforcement, risk management, or protection of the Platform, its users, or the public, in accordance with the incorporated data policies. Where legally permitted, such disclosures may occur without prior notice to affected users.

The Platform implements reasonable technical and organizational measures intended to safeguard data; however, no system is guaranteed to be secure. The Platform does not warrant absolute security, uninterrupted availability, or error free operation of data systems, and bears no responsibility for data incidents arising from circumstances outside its reasonable control or from Vendor or third party systems.

Nothing in this Section creates a guarantee of confidentiality, data availability, processing continuity, or regulatory outcome, nor does it expand the Platform’s liability or obligations beyond those expressly set out in these Terms and the incorporated data policies.

11. Enforcement, Suspension, and Remedies

1. Platform Authority

The Platform may, subject to applicable law and without assuming any seller, adjudicative, or fiduciary role, acting reasonably and in good faith to protect Platform integrity, users, and compliance, including but not limited to delisting or restricting products or Content, suspending or terminating Accounts or eShops, withholding, delaying, reversing, or offsetting payouts, imposing penalties or administrative measures, restricting access to features or services, preserving records or evidence, and reporting matters to competent authorities. The Platform acts solely as an intermediary marketplace and enforcement administrator and does not thereby assume responsibility for Vendor products, Buyer decisions, or third-party conduct.

2. Incorporated Enforcement Policies

Enforcement actions, penalties, suspensions, terminations, appeals, complaints, investigations, and dispute handling are governed by and subject to the following incorporated policies, as amended from time to time, which apply without restatement in these Terms:

1. Penalties, Suspension and Appeals Policy

2. Complaints and Dispute Handling Policy

In the event of any inconsistency, the applicable incorporated policy governs the specific subject matter to the extent of the inconsistency.

3. DISCRETION, EVIDENCE, AND FINALITY

All enforcement decisions are made at the Platform’s discretion, based on information available to it, including objective evidence, system records, application generated data, communications conducted through the Platform, and third party inputs where relevant. The Platform determines the sufficiency, relevance, and credibility of evidence for Platform administered remedies. Platform determinations are final for Platform administered outcomes, unless mandatory law provides otherwise. The Platform does not act as a court, arbitrator, or regulator, and its determinations do not adjudicate legal liability between users.

4. NO OBLIGATION TO WARN OR CURE

Except where mandatory law requires otherwise, the Platform is not obligated to provide advance notice, warnings, progressive enforcement, or an opportunity to cure before taking any enforcement action. Any delay, forbearance, or failure by the Platform to enforce a provision in a particular instance does not constitute a waiver of the right to enforce it in the future or in other circumstances.

5. LIMITATION AND ROLE PRESERVATION

Enforcement actions are taken for risk management, compliance, and marketplace integrity purposes only. Nothing in this Section expands the Platform’s role beyond that of an intermediary marketplace or creates any guarantee, duty of care, or obligation to achieve a particular outcome for any user. The Platform bears no liability for losses arising from enforcement actions taken in good faith and in accordance with these Terms and the incorporated policies, subject to applicable law.

12. Disclaimers

1. No Warranties

The Platform and all marketplace functionalities are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Platform disclaims all warranties, representations, and conditions of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, availability, continuity, security, or suitability for any particular transaction, use case, or outcome.

The Platform does not warrant that access will be uninterrupted, timely, error free, secure, or free from defects, nor that any defects will be corrected. The Platform does not warrant or guarantee listings, content, digital assets, data outputs, automated or AI assisted features, rankings, recommendations, analytics, enforcement outcomes, dispute outcomes, settlement timing, or any commercial, operational, or regulatory result.

Any reliance placed on Platform features, content, data, tools, or outputs is at the user’s sole risk. The Platform makes no representations regarding the performance, conduct, compliance, or obligations of any Vendor, Buyer, Payment Gateway, Logistics Provider, or other third party.

2. Third Party Services

The Platform facilitates interactions with independent third-party services, including Payment Gateways, Logistics Providers, and other external systems or integrations. Such third-party services are not owned, operated, controlled, endorsed, or supervised by the Platform.

The Platform bears no responsibility or liability for the availability, performance, security, accuracy, legality, compliance, failures, delays, outages, errors, acts, or omissions of any third-party service, nor for any losses, damages, or disputes arising from their use. Any contractual relationship, payment authorization, delivery arrangement, or reliance involving third party services is solely between the user and the relevant third party, subject to that third party’s own terms and conditions.

The Platform does not guarantee the continued availability of any third-party service and may change, suspend, or discontinue facilitation of any such service without liability.

13. Force Majeure

1. Definition

A Force Majeure Event means any event or circumstance that is beyond the reasonable control of the affected party, that was not reasonably foreseeable at the time the relevant obligation arose, and that prevents or materially delays performance of that obligation despite the exercise of reasonable and proportionate mitigation efforts. A Force Majeure Event applies only to the extent of the actual impact on performance and only for the duration of such impact.

2. Force Majeure Events

Force Majeure Events may include, without limitation:

1. Acts of God, natural disasters, epidemics, pandemics, or public health emergencies;

2. War, armed conflict, terrorism, civil unrest, riots, insurrection, or acts of sabotage;

3. Governmental or regulatory actions, including laws, regulations, embargoes, sanctions, lockdowns, curfews, export or import restrictions, or orders issued by any competent authority;

4. Failures, disruptions, or interruptions of utilities, power supply, telecommunications, internet backbone infrastructure, or data networks not controlled by the affected party;

5. Systemic failures, outages, or material disruptions of third party services or systems, including payment gateways, logistics providers, hosting services, data centers, or cloud infrastructure, where commercially reasonable alternatives are not immediately available.

Force Majeure Events do not include events arising from negligence, willful misconduct, fraud, or breach of these Terms by the affected party.

3. Effect on Obligations

Where performance of any obligation under these Terms is prevented or materially delayed by a Force Majeure Event:

1. The affected obligation is suspended only for the period during which performance is prevented or materially delayed by the Force Majeure Event;

2. The affected party shall not be deemed in breach of these Terms solely to the extent that performance is prevented or delayed by the Force Majeure Event;

3. No damages, penalties, service credits, or liability shall arise solely from such suspension or delay, except to the extent required by mandatory applicable law.

All unaffected obligations remain in full force and effect.

4. Platform Specific Application

Without limiting the generality of this Section:

1. The Platform is not liable for any failure, interruption, or delay in availability, access, transaction processing, settlement timing, enforcement actions, moderation activities, or data access where such failure or delay results directly or indirectly from a Force Majeure Event;

2. The Platform does not assume responsibility or liability for Vendor nonperformance, delivery delays, product shortages, order cancellations, or fulfillment failures resulting from a Force Majeure Event affecting a Vendor, its suppliers, or its Logistics Providers;

3. The Platform retains full discretion, acting within its intermediary role, to implement temporary and proportionate measures during a Force Majeure Event, including suspensions, extensions, adjusted enforcement timelines, temporary feature restrictions, or operational prioritization, without creating any obligation, guarantee, or waiver of rights.

5. Notification and Evidence

The affected party must notify the Platform or the relevant counterparty of the occurrence of a Force Majeure Event within a reasonable time after becoming aware of it and must, upon request, provide reasonable and objective evidence sufficient to substantiate the existence and material impact of the Force Majeure Event on performance. Failure to provide timely notice or reasonable supporting evidence may result in loss of Force Majeure protection for the affected obligation to the extent of such failure.

6. Prolonged Force Majeure

If a Force Majeure Event continues for a continuous period exceeding ninety calendar days and materially affects the operation of the Platform, an eShop, or the ability to perform affected transactions, the Platform may, subject to applicable law, suspend or terminate affected access, listings, transactions, or accounts without liability. Any suspension or termination under this Section does not affect rights or obligations accrued prior to the commencement of the Force Majeure Event, except as otherwise required by mandatory law.

14. Limitation of Liability

1. Platform Limitation

To the maximum extent permitted by applicable law, Vendolista shall not be liable for any indirect, incidental, consequential, special, exemplary, or purely economic losses, including loss of profits, loss of business, loss of data, loss of goodwill, business interruption, or anticipated savings, arising out of or in connection with access to, use of, inability to use, or reliance on the Platform, whether such claims are based in contract, tort, negligence, strict liability, statute, or any other legal theory, even if Vendolista has been advised of the possibility of such losses.

Without limiting the foregoing, any liability of Vendolista, to the extent not lawfully excluded, is limited strictly to losses arising directly from the operation of the Platform itself and does not extend to losses attributable to Vendor conduct, Buyer decisions, third party services, or external systems.

2. Transaction Liability

The Platform acts solely as an intermediary marketplace and is not the seller of record, service provider, logistics provider, or payment service provider. Accordingly, Vendolista bears no liability for, and expressly disclaims responsibility in respect of, any product defects, safety issues, misrepresentations, regulatory or legal noncompliance, delivery delays or failures, nonperformance, disputes, refunds, chargebacks, warranties, or statutory obligations arising from or relating to transactions between Buyers and Vendors.

The Platform is not responsible or liable for the acts, omissions, performance, availability, or failures of Vendors, Buyers, Payment Gateways, Logistics Providers, or any other third-party services or systems integrated with or accessed through the Platform. Any claims, losses, or disputes arising from such matters remain solely between the relevant parties, subject to applicable law and incorporated policies.

15. Indemnities

1. General Indemnity

Each User agrees to indemnify and hold harmless Vendolista, its affiliates, officers, directors, employees, and agents, to the extent permitted by applicable law, from and against any and all claims, demands, actions, losses, damages, liabilities, penalties, fines, costs, and expenses, including reasonable legal and professional fees, arising out of or in connection with the User’s access to or use of the Platform.

2. Scope of Indemnified Matters

The indemnity under this Section includes, without limitation, claims or losses arising from:

1. any breach or alleged breach of these Terms or any incorporated policies by the User;

2. any inaccurate, misleading, unlawful, or infringing Content submitted, uploaded, or otherwise made available by the User;

3. any violation of applicable laws, regulations, licensing requirements, or regulatory obligations by the User;

4. any products, services, listings, delivery, fulfillment, or other acts or omissions for which the User is responsible as between the User and other parties; and

5. any disputes, claims, or proceedings between the User and another User or third party, including Buyers, Vendors, service providers, or authorities.

3. Intermediary Status and Allocation of Risk

This indemnity reflects the Platform’s role as an intermediary marketplace only. Vendolista does not assume responsibility for User conduct, transactions between Users, or compliance obligations allocated to Users under these Terms or applicable law, and all such risks remain with the relevant User.

4. Regulatory and Enforcement Matters

The indemnity extends to claims or actions brought by governmental, regulatory, or enforcement authorities to the extent arising from the User’s activities, Content, products, or compliance failures, including any costs incurred by Vendolista in responding to, cooperating with, or addressing such matters.

5. No Waiver or Limitation

Vendolista’s exercise or non-exercise of any right, remedy, or enforcement action under these Terms or incorporated policies does not limit, reduce, or waive the User’s indemnity obligations under this Section. The indemnity applies to the fullest extent permitted by applicable law.

6. Survival

The obligations under this Section survive suspension or termination of the User’s Account, eShop, or access to the Platform, and continue to apply in respect of matters arising from acts or omissions occurring prior to such suspension or termination.

16. Amendments and Policy Updates

1. Amendments

The Platform may, at its discretion and from time to time, amend, modify, supplement, or replace these Terms and any policies, standards, disclosures, or documents incorporated by reference. Amendments may be made to reflect changes in applicable law, regulatory requirements, risk management practices, Platform functionality, commercial structure, or enforcement posture. Nothing in this Section obliges the Platform to maintain any particular version of these Terms or incorporated policies.

2. Notice and Acceptance

Notice of amendments may be provided by posting the updated Terms or policies on the Platform, through the Applications, or by any other reasonable means determined by the Platform. Unless mandatory law requires otherwise, amendments take effect upon posting or at such later time as specified by the Platform. Continued access to or use of the Platform after the effective date of an amendment constitutes acceptance of the amended Terms and incorporated policies. Users who do not agree with any amendment must discontinue use of the Platform.

3. Scope and Effect of Amendments

Amendments apply prospectively and govern Platform use, access, and transactions occurring after their effective date, subject to applicable law. Amendments do not retroactively alter rights or obligations that have been fully performed prior to the effective date, except to the extent required by law or expressly stated. The Platform makes no representation that amendments will be material, favorable, or adverse to any particular user.

4. Incorporated Policies and Consistency

Amendments to incorporated policies form part of these Terms without restatement. In the event of any inconsistency arising from amendments, the hierarchy and conflict resolution provisions of these Terms apply. The Platform’s role as an intermediary marketplace, existing risk allocation, and limitations of liability are not expanded by this Section.

5. No Obligation to Notify Individually

The Platform has no obligation to provide individualized notice of amendments or to obtain express consent beyond continued use, except where mandatory law requires otherwise. Failure to enforce this Section in any instance does not constitute a waiver of the Platform’s rights to amend these Terms in the future.

17. Hierarchy and Conflict Resolution

1. Order of Precedence

These Platform Terms and Conditions govern Platform access and use and prevail over any policies, standards, disclosures, or documents incorporated by reference, unless a specific incorporated policy expressly states that it prevails over these Terms in whole or in part. Incorporation of any policy does not alter the Platform’s intermediary status or expand any role, duty, or liability beyond what is expressly stated in these Terms.

2. Specificity Rule

Where any inconsistency, ambiguity, or conflict arises between provisions within these Terms or between these Terms and an incorporated policy, the more specific provision applicable to the subject matter prevails over a more general provision, strictly to the extent of the inconsistency. Provisions are interpreted to preserve existing risk allocation, limitations of liability, and the non adjudicative, facilitative role of the Platform.

3. Consistent Interpretation

These Terms and incorporated policies are intended to operate as a coherent framework. They must be interpreted in a manner that gives effect to all provisions where reasonably possible, without implying obligations, guarantees, or representations not expressly stated. No provision is interpreted to create an agency, partnership, fiduciary duty, or seller of record status for the Platform.

4. No Expansion by Reference

References to incorporated policies are for governance and allocation of rules only and do not, by reference alone, introduce additional Platform obligations or confer rights beyond those expressly set out in the relevant document. The absence of a specific policy provision on any issue does not imply Platform responsibility or assumption of risk.

5. Platform Determination

For purposes of Platform administered enforcement, access control, and application of marketplace rules, the Platform may rely on its reasonable interpretation of these Terms and incorporated policies, subject to mandatory law. Such interpretation does not constitute legal adjudication and does not modify the contractual hierarchy established by this Section.

18. Governing Law and Jurisdiction

1. Governing Law

These Terms, and any non-contractual obligations or disputes arising out of or in connection with them, are governed by and construed in accordance with the laws of the United Arab Emirates, as applied in the Emirate of Abu Dhabi.

2. Exclusive Jurisdiction

Subject to mandatory applicable law, the courts of the Emirate of Abu Dhabi have exclusive jurisdiction to hear and determine any dispute, claim, or proceeding arising out of or in connection with these Terms, the Platform, or any use thereof.

3. Platform Intermediary Status

Nothing in this Section limits the Platform’s intermediary role or creates any obligation on the Platform to resolve, adjudicate, or participate in disputes between Buyers and Vendors beyond the facilitative, administrative, and enforcement functions expressly set out in these Terms and the incorporated policies.

4. Mandatory Law Carve Out

Where mandatory law applicable to a particular User requires that a dispute be brought before a different court or under a different jurisdictional regime, this Section applies only to the maximum extent permitted by such mandatory law, without affecting the validity or enforceability of the remaining provisions.

5. Survival and Territorial Application

The governing law and jurisdiction provisions of this Section apply notwithstanding the User’s place of residence, domicile, or use of the Platform through applications or systems accessed outside the Emirate of Abu Dhabi, and survive suspension, termination, or cessation of access to the Platform.