KINGSTON EXPRESS #

MARKETPLACE SELLER AGREEMENT #

(MASTER CONTRACT – THIRD-PARTY SELLERS)

“This Agreement incorporates by reference the Seller Policy Library, Seller Returns & Customer Service Requirements, Dispatchment Program Terms, and Seller Fees, Commissions & Payout Terms, as updated from time to time.”

Last Updated: [Insert Date]

This Marketplace Seller Agreement (“Agreement”) is a legally binding contract between Kingston Express (“Kingston Express,” “we,” “us”) and the entity or individual registering as a seller (“Seller,” “you”).

By registering, listing products, or selling on the Kingston Express platform (the “Platform”), you agree to be bound by this Agreement.

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1. PLATFORM ROLE & MERCHANT OF RECORD (NON-NEGOTIABLE) #

1.1 Marketplace Operator Only #

Kingston Express operates the Platform solely as a marketplace intermediary that facilitates transactions between buyers and third-party sellers.

1.2 Seller Is the Merchant of Record #

Except where Kingston Express is explicitly identified as the seller of a product, Seller is the sole merchant of record for all Seller Products.

Seller is solely responsible for:

• Product descriptions and representations
• Pricing and availability
• Product quality, safety, and compliance
• Warranties and guarantees
• Buyer claims and legal liability

Kingston Express does not take title to Seller Products and does not assume seller obligations.

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2. COMPLIANCE WITH LAW (JAMAICA) #

Seller represents and warrants that all activities on the Platform comply with:

• The laws and regulations of Jamaica
• Consumer protection, trade, and product safety laws
• Intellectual property laws
• Data protection and privacy laws
• Tax and commercial registration requirements

Seller is responsible for monitoring legal changes affecting its products and business.

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3. PRODUCT AUTHENTICITY & WARRANTIES (NON-NEGOTIABLE) #

Seller represents and warrants that:

• All Seller Products are authentic, lawful, and not counterfeit
• Seller owns or has lawful authority to sell the products
• Products do not infringe any third-party intellectual property rights
• Listings are accurate, complete, and not misleading

These warranties survive termination of this Agreement.

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4. USE OF DISPATCHMENT SERVICES (OPTIONAL) #

Seller may elect to use Dispatched by Kingston Express services, subject to the Dispatchment Program Terms, which are incorporated by reference.

Use of Dispatchment Services:

• Does not transfer seller-of-record status
• Does not shift product liability to Kingston Express
• Is limited to logistics and order handling only

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5. FEES, PAYOUTS & WITHHOLDING RIGHTS (NON-NEGOTIABLE) #

5.1 Fees #

Seller agrees to pay all applicable marketplace, dispatchment, storage, and service fees as set out in the Seller Fees & Payout Policy, incorporated by reference.

5.2 Withholding & Reserves #

Kingston Express may withhold, delay, or reserve Seller funds where reasonably necessary to:

• Manage fraud or abuse
• Address disputes, refunds, or chargebacks
• Enforce this Agreement or Marketplace Policies
• Comply with legal or regulatory obligations

This right survives account suspension or termination.

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6. AUDIT, INSPECTION & INFORMATION RIGHTS (NON-NEGOTIABLE) #

Kingston Express may:

• Inspect Seller Products and inventory
• Audit listings, transactions, and performance metrics
• Require documentation proving authenticity or compliance
• Request corrective action

Seller must cooperate fully and promptly.

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7. DATA USE & LIMITATIONS (NON-NEGOTIABLE) #

Seller may use buyer data only for:

• Order fulfillment
• Customer service related to Platform transactions

Seller must not:

• Use buyer data for off-platform marketing
• Share buyer data with unauthorized third parties
• Retain buyer data beyond what is necessary

Seller must implement reasonable security safeguards and comply with data protection laws.

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8. INDEMNIFICATION (NON-NEGOTIABLE) #

Seller agrees to indemnify, defend, and hold harmless Kingston Express, its affiliates, officers, and employees from all claims, losses, damages, liabilities, costs, and expenses arising from or related to:

• Seller Products
• Product defects or safety issues
• Counterfeit or infringing products
• Regulatory or legal violations
• Seller’s breach of this Agreement or Marketplace Policies

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9. SUSPENSION & TERMINATION RIGHTS #

Kingston Express may suspend or terminate Seller’s account or listings:

• For policy violations
• For risk management
• To protect buyers or the Platform
• At its discretion, with or without prior notice where permitted by law

Termination does not relieve Seller of outstanding obligations.

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10. LIMITATION OF LIABILITY #

To the maximum extent permitted by law:

• Kingston Express is not liable for indirect, incidental, or consequential damages
• Kingston Express’s total liability is limited to amounts paid to Seller in the preceding [X] months

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11. INCORPORATED POLICIES #

This Agreement incorporates by reference:

• Seller Policy Library
• Dispatchment Program Terms (if applicable)
• Seller Fees & Payout Policy
• IP Complaints / Notice & Takedown Policy

These policies may be updated from time to time without re-execution of this Agreement.

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12. GOVERNING LAW & VENUE (NON-NEGOTIABLE) #

This Agreement is governed by the laws of Jamaica.

Seller agrees that any dispute arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Jamaica.

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13. MISCELLANEOUS #

• Independent Contractor: No partnership or agency is created
• Assignment: Kingston Express may assign this Agreement
• Severability: Invalid provisions do not affect enforceability
• Entire Agreement: This Agreement and incorporated policies constitute the entire agreement