Terms and Conditions for United States Envios Full Service

Last modified: May/17/2024

These terms and conditions (the "Terms") explain the rules of use of the service offered by Global Selling, LLC (hereinafter "Global Selling") to Foreign Persons in the United States of America (the "Sellers") for the temporary storage, order processing, and order preparation (the "Full Shipment Service" and/or the "Service") of certain goods (the "Goods") owned by them, which such Sellers intend to list and to commercialize in Mexican territory through the e-commerce platform, commercially known as Mercado Libre (the "Website").

Under these Terms, Deremate.com de México, S. de R.L. de C.V. and MP Agregador, S. de R.L. de C.V., hereinafter referred to as Mercado Libre.

These Terms are part of the General Terms and Conditions of the Website. Therefore, your acceptance of them implies acceptance of the General Terms and Conditions of the Website. These Terms are complementary to the Terms and Conditions of Envios and the Terms and Conditions for the International Purchase of the Website.

1. Scope of the United States Envios Full Service

The United States Envios Full Service is an additional, optional, and complementary service to the Envios Service, exclusively for U.S. Sellers who intend to list and sell internationally, from the United States to Mexico, through the Website.

The Service includes receiving, sorting, temporary storage, picking, packing, outer packaging (where applicable), labeling and preparation of orders and documents for export of Goods received at the distribution center (as defined below), all in accordance with the information provided by Sellers; and the delivery of such Goods to third party transportation and/or postal service companies (the "Carriers") within the framework of the Envios Service, for export and import and delivery to the Buyer as ultimate consignee of the International Purchase.

The United States Envios Full Services shall under no reason or circumstance be construed as a space rental, a provision of transportation services, parcel services, warehouse, customs agent, or any other similar or analogous figure since it is an atypical solution developed by Global Selling for the benefit of the Sellers in the International Purchase from the United States.

2. Operation of the United States Envios Full Service

2.a. Access to United States Envios Full Services

Access to the United States Envios Full Service requires Seller's request to Global Selling and its acceptance of such request.

Global Selling reserves the right to reject a Envios Full Service request or to cancel or suspend at any time, without prior notice, with or without cause, temporarily or permanently, the provision of the Envios Full Services, without such decision giving rise to any indemnity or compensation rights for the Seller.

The use of the Service by the Seller requires the use of the Envios Service for the delivery of the Goods to the Buyer once the International Purchase has been completed.

2.b. Delivery of Goods

2.b.1. Place of delivery

The Seller shall deliver the Goods that are the object of the Full Delivery Service to the location indicated by Global Selling (the "Distribution Center").

2.b.2. Limitation of use of the Distribution Center

The Seller may not use the address of the Distribution Center for the purpose of receiving any type of correspondence or parcels outside the Envios Full Service. The Seller will not have access to the Distribution Center and therefore will not be able to use the Distribution Center to carry out tasks on its Goods (eg: labeling, kit assembling, separation, packaging).

The Seller undertakes to respect at all times, and to make its employees or contractors or its related companies respect, the safety and hygiene policies established in the Distribution Centers, as well as to abide by the measures indicated by Global Selling for such purpose. It is strictly prohibited to engage in any conduct that may damage the integrity of the persons and/or the goods inside the Distribution Centers and/or interfere with or disclose the operation processes carried out therein subject to the confidentiality obligation set forth in art. 9.d of these Terms, including, without limitation, by taking and/or listing photographs, video or audio. Global Selling may temporarily or indefinitely deny access to any person or company that contravenes the foregoing.

The Seller acknowledges and accepts that in the Distribution Center, Global Selling does not provide the service of renting space, warehousing or any other similar or analogous figure. On the contrary, since it is a limited space, the Goods are temporarily stored for their prompt sale on the Website. Therefore, the Seller declares that they are aware and accept that if the Goods remain in their stock available for sale without this occurring, Global Selling may, at its discretion, request the pickup of the Goods, following the provisions stated in section 2.d.6.

2.b.3. Goods eligible for United States Envios Full Service

Global Selling will only receive the Goods (i) for which the Seller has requested the Service, (ii) in the quantities for which Global Selling has previously confirmed the availability of space, (iii) that are delivered on the day and at the time agreed with Global Selling, (iv) provided that such Goods comply with all the requirements set forth in these Terms.

The Seller agrees that once the Goods are received by Global Selling, they may be transferred, at Global Selling's discretion, to any of its Distribution Centers.

2.c. Requirements for receipt of Goods at the Distribution Center

2.c.1. Requirements on Goods

Have attached the following labels provided by Mercado Libre through the system: (i) label with the “MELI SKU" number on the packaging of the Good (individual box) and/or (ii) label with the "inbound shipment" number on the packaging of volumes containing the Good ("master" box).
Goods with standardized barcodes such as UPC or EAN are also acceptable.
Be contemplated in the entry authorization to the Distribution Center.
Be Goods whose commercialization and storage is not prohibited by the applicable laws and/or by the General Terms and Conditions of the Website and whose transportation is not prohibited according to the Terms and Conditions of the Envios Service.
Be original and not infringe any intellectual property rights.
Be listed for International Purchase on the Website.
Comply with all requirements to be stored in the United States and exported from the United States to Mexico. The Goods must also comply with all requirements to be imported and marketed in Mexico. To that effect, they must comply with and have any permits, authorizations, labeling requirements, regulatory information and safety precautions required by applicable regulations for storage, export, import, transportation and marketing.
Do not require any special conditions for their safekeeping.
Not be potentially risky goods for handling, storage, and/or transportation.
Comply with the dimensions, weight, and maximum quantities authorized by Global Selling.
Be Goods owned by the Seller and over which such Seller has full disposition rights.
Be new and eligible for sale on the Website.
Be in perfect condition (including, without limitation, not having suffered any type of damage) and be suitable for safe storage and commercialization (including, without limitation, not being expired or contaminated with pests or fungi, among others) at Global Selling's discretion.
Be duly packed in its original box or wrapping (as indicated on the Website, and inadequate protection conditions for its transportation to the Distribution Center).
Have paid, with respect to the Goods, all applicable taxes and other duties.

2.c.2. Detection of Restricted Goods

Global Selling shall at no time be liable before any authority or any third party for the shipment of Goods by the Seller that are prohibited by law, these Terms, the Envios Terms and Conditions, and/or any section of the General Terms and Conditions of the Website. Nor will Global Selling be liable for the shipment of Goods by the Seller with respect to which Global Selling has expressed to the Seller that it will not provide the Services.

In the event that, at the Distribution Center, at any time, a Good is detected that represents or may potentially represent a danger to the provision of the Service or that could in any way compromise Global Selling, in Global Selling's opinion, and/or whose commercialization is prohibited by the applicable law issued before or after the receipt of the Goods at the Distribution Center, and without such decision being challenged by the Seller, Global Selling may withdraw the Goods from sale and deliver them to the competent authority or destroy them, without any liability whatsoever for Global Selling before the Seller or any bona fide third party. All of the foregoing without the need for any prior communication, order, or any type of authorization from the Seller, or express consent from the latter. In the event that the Goods are in transit to the Buyer, or have already been delivered to the Buyer, the Seller will be responsible for complying with the legal obligations for the pick up of such Goods, at their own risk and cost.

Likewise, in the event that any Goods cause damage to the Distribution Center, to the personnel and/or to Goods belonging to third party Sellers, because they are dangerous products by nature or that require special attention and/or conditions for their conservation and/or safekeeping, and the Seller has not so indicated to Global Selling, the Seller shall be liable for each and every one of the damages caused by such Goods.

Notwithstanding the foregoing, the Seller is obliged to comply with the payment of the Service used.

In the event of any inquiry, inspection, and/or investigation by the authorities, the Seller and/or any other person with legitimate interest shall provide all information, cooperation, and support requested by the competent authorities.

2.c.3. Information and documentation
2.c.3.1.Information

The Seller undertakes to inform Global Selling about the specifications, care measures, and, in general, particularities of the Goods that may in any way affect (positively or negatively) the provision of the Envios Full Services in the United States. Among others, the Seller must inform Global Selling:

Any situation involving technical limitations with respect to the United States Envios Full Services and/or Goods, especially those related to the transportation, handling, and risk of deterioration of the Goods.
Any legal or administrative provision affecting the Goods, including those affecting their handling and any limitation or particularity related to the safekeeping, handling, transportation, export, import, and risk of deterioration of the Goods, providing, if necessary, guides and safety data sheets.
Any technical problem of packaging of the Goods, over-dimensions or any other issue that may hinder the handling, safekeeping, export, import, and transport of the Goods.

If applicable, the Seller and Global Selling shall agree on the rendering of ancillary services with respect to any Goods that may be subject to specific management and regulation measures, including, without limitation, Goods subject to environmental restrictions, acknowledging and accepting that the management of these Goods may be subject to additional costs or considerations.

At all times, Global Selling reserves the right to refuse to provide the Services, in the event that technical conditions, specific regulations or environmental restrictions affect the handling of the Goods or Global Selling's operation in any way (for example, by increasing costs), the foregoing at Global Selling's sole discretion and/or unilateral determination, without such decision being questioned and/or objected to by the Seller.

2.c.3.2 Documentation

During the rendering of the Services, certain documentation and information of different nature shall be issued by the Seller and delivered to Global Selling, as required by the latter. Such documentation shall be a necessary condition for the rendering of the Services during the normal course of the transaction.

The Seller must at all times have all the necessary information and documentation supporting the conditions set forth in these Terms and must submit it to Mercado Libre at the time of delivery of the Goods and/or at any other time Global Selling so requires.

Without implying any limitation whatsoever, the Seller must credit Global Selling:

(i) for all Goods:

Documentation supporting the legitimate ownership and/or the right to dispose of the Goods.
Documentation supporting the international transportation, delivery, and storage of the Goods, in accordance with the applicable regulations and the requirements of the competent authorities.
Any special permits required for the commercialization of the Goods (licenses, permits, authorizations, and approvals), and any other documentation deemed necessary.
Any information, documentation, and/or special permits required for export from the United States, international transportation, and importation into Mexico, as required by applicable law.

In addition or alternatively, at Global Selling's discretion, the Seller must deliver a letter of responsibility regarding the ownership of such Goods. Otherwise, Global Selling may refuse to provide the Services without any liability whatsoever at its expense. In the event that the lack of such documents generates a contingency, the Seller shall carry out, at their sole cost and expense, the necessary procedures to solve the inconvenience and, if applicable, release the Goods and the material and human elements used for the provision of the Services that are affected.

The Seller shall be responsible for declaring and proving to the competent authorities and/or to any person with a legitimate interest to make a complaint, the ownership and any other right over such Goods by means of the applicable documentation. At no time and under no circumstances shall Global Selling be liable for incorrect statements in the documents issued by the Seller.

2.c.3.3 Consequences of non-compliance

In the event Global Selling detects a breach of any of the Seller's obligations mentioned in this section or in any other section of these Terms, it may, at its sole discretion, (i) require the Seller to remedy the breach immediately or, (ii) require the Seller to pick up the Goods from the Distribution Center immediately at its own cost and expense.

In the event that the Seller does not remedy the breach within the terms and in the manner requested by Global Selling and Mercado Libre, Mercado Libre may pause or cancel the affected listings of the Website and/or shut down the Seller's account and/or dispose of the

Goods at its sole discretion, including their destruction at the Seller's cost and risk and/or the donation of the Goods to non-profit entities at the Seller's expense and order.

The Seller will be liable for any damage or harm that their breach generates to Global Selling and/or any third party and will hold Global Selling harmless for any complaint it receives in relation to or derived from the Seller's breach.

2.d. Tasks included in the United States Envios Full Service

2.d.1. Receiving and temporary storage of the Good

Global Selling will receive and temporarily store the Goods from the time of delivery by Seller until the time of delivery of the Goods to the Carrier due to the International Purchase.

The Seller acknowledges and agrees that the process of receiving Goods that enter the Distribution Center may cause the listing of such Goods to be paused until such process is completed. This shall not be considered a source of any complaint by Seller.

Likewise, the receiving could be affected by processing difficulties due, for example, to a lack of labeling or a label in poor condition that complicates its reading. This could cause delays in the completion of the receiving and storage process, resulting in delays in the availability of the Goods to be marketed.

The Seller is responsible for monitoring the process and contacting Mercado Libre in the event of delays in excess of 5 calendar days after the carrier has informed the Seller that the Goods have been delivered to the Distribution Center. The Seller must then follow Mercado Libre's instructions in order to solve any inconvenience that may have arisen. The Seller acknowledges and accepts that, after 20 (twenty) calendar days from the date of receipt of its Goods, it cannot claim against Mercado Libre for differences or missing products that have not been added to its stock.

If the Goods enter the Distribution Center expired and/or unfit for safe storage, export, import, and/or commercialization, Global Selling will inform the Seller of such situation and may proceed to their immediate destruction, without the need to notify the Seller for their pickup, without any liability whatsoever for Global Selling.

In the event that Global Selling detects that a Good is damaged, is missing in any way, and/or does not comply with the requirements set forth in section 2.c.1, it will not proceed with its reception process. The Seller shall follow the guidelines set forth in the preceding paragraph and shall pick up the Goods from the Distribution Center, for which the provisions of section 2.d.7 shall apply.

2.d.2. Secondary packaging (outer)

Global Selling will introduce the Good with its own packaging in a courier bag or box (if applicable).

Notwithstanding the foregoing, the Seller is responsible for ensuring that the Goods' own packaging is adequate and sufficient to protect the Goods during the handling, export, import, and transportation process of such Goods, and acknowledges and agrees that any damage or harm related to a breach of this obligation makes them exclusively liable before Global Selling and before any third party, and shall hold Global Selling harmless from any complaint and/or damage it may suffer in relation to an inadequate or insufficient packaging of the Goods.

Consequently, the Seller acknowledges and agrees that the packaging that Global Selling may add in certain cases is only for aesthetic purposes for a better presentation of the Good.

2.d.3. Order processing: pick & pack, order preparation and documentation

Global Selling will process the orders it receives for the Goods sold through the Website. For such purposes, it will take the Goods from the place where they were inside the Distribution Center and, according to the information provided by the Seller, it will prepare them for their dispatch, export, import to Mexico and transportation with the limitations mentioned in section 2.d.2.

Likewise, Global Selling will prepare, on behalf of the Seller and according to the information provided by the Seller, all the necessary documents for the international transportation and export of the Goods from the United States to Mexico.

2.d.4. Preparation and attachment of a shipping label

Global Selling will prepare and place on the outer packaging of the Goods the labels and documents required for export, international transport, import and delivery to the Buyer, in accordance with the information of the Goods provided by the Seller and with the information of the International Sale and Purchase. To this effect, Global Selling will limit itself to replicate automatically and without any intervention or modification whatsoever, in such documentation, the information that the Sellers and Buyers themselves have indicated in relation to the Good and the International Purchase.

2.d.5. Delivery of goods to Carriers

Global Selling will deliver the Goods to the Carriers for transportation to the final destination in accordance with the Terms and Conditions of the Envios Service and the International Purchase.

2.d.6. Pickup or disposition of Goods
(a) Request for pickup of the Goods
The pickup of the Goods may be requested by the Seller or generated directly by Global Selling at any time.

The pickup of each Good will be subject to certain costs as of January 1, 2025, such costs will be informed to the Seller in due time.

(b) Procedure for the pickup of the Goods
In order to pick up their Goods, Global Selling will schedule a date and time for the Seller to go to the Distribution Center to pick up the Goods. If the Seller is unable to go to the Distribution Center on the date and time indicated by Global Selling, the Seller will have 14 (fourteen) days to reschedule the pickup. In some cases, the pickup (total or partial) may be generated directly by Global Selling, without the Seller's request.
(c) Waiver of the Goods by decision of the Seller
Upon a pickup request or generation by Global Selling, the Seller may also choose to inform Global Selling that they will not pick up the Goods and expressly authorize Global Selling to immediately discard them, and may proceed to dispose of them as detailed in section 2.d.6(d) below.

Additionally, when a Good is "unsuitable", "unidentifiable", "damaged upon entry", "not available for sale" or similar, for a period of more than 20 (twenty) calendar days without the Seller generating a pickup request, Global Selling shall consider that the Seller does not wish to pick them up and may proceed to immediately discard them, as described in the preceding paragraph.

This process will not be reversible and may be subject to costs that will be informed to the Seller at the time of confirming its discard.

(d) Disposal of Goods not picked up

After the expiration of the deadline set by Global Selling for the Seller to request the pickup of the Goods, without the Seller having done so; Global Selling may consider (a) that it has been transferred all the rights over the Goods not picked up, and may proceed with their sale and/or (b) that it has been granted an irrevocable mandate and has been instructed to (i) donate the Goods to a non-profit institution on behalf of the Seller, or (ii) deliver them to the competent authority as lost property, or (iii) destroy or recycle them at Seller's cost and under Seller's responsibility, or (iv) based on objective criteria, include them in liquidation or discount campaigns, considering that the Services are not space rental, storage or similar, and that the space of the Distribution Center is limited; all of the foregoing as Global Selling may decide and without liability for Global Selling.

e) Seller's Complaints for Pickup of Goods
Once the Goods have been received by the Seller, the Seller will have a period of 7 (seven) calendar days from the date the Goods are in its possession to notify Global Selling of any problem, damage, defect, deficiency or quantitative or qualitative difference in the Goods received through the Help Portal of its account, and must provide all documentation (including photos and/or videos) that may serve as evidence of their complaint so that Global Selling may analyze it and inform them whether or not their complaint is justified. After such term, it shall be deemed that the Seller has received all the Goods removed in conformity.

2.d.7. Long-term storage fees

Global Selling may (a) apply monthly fees to the Seller in case the Goods have remained at the Distribution Center for more than 180 (one hundred and eighty) calendar days since their arrival, or (b) request the Seller to pick up the Goods they have sent to the Distribution Center under the terms of section 2.d.6. above. Such fees shall commence on January 1, 2025 and shall be notified to Seller in a timely manner.

3. Price

Pricing for the Service, including without limitation the long-term storage fees in section 2.d.7. above, will be listed from time to time, on the Website and/or on the Envios Full home page. Such fees will begin to be charged to Seller as of January 1, 2025 and will be notified in a timely manner.

Prices may be changed by Global Selling at any time. The Seller accepts that the listing on the Website and/or on the home page of Envios Full is sufficient notice to that effect, provided that such listing is made at least 10 (ten) days in advance.

4. Term of validity

The use of the United States Envios Full Service constitutes acceptance of these Terms without definite terms and until terminated as set forth below.

5. Termination

Global Selling and the Seller may, at any time, terminate the Service without giving any reason, which will imply the return of the Goods to the Seller but will not suspend the fulfillment of all orders in progress, and the parties must comply with their pending obligations at the time of termination. In order to terminate the Service, it is necessary that the Seller has no debts with Global Selling or with any third party related to Global Selling.

To do so, (i) the Seller must notify their desire to terminate the contractual relationship and to pick up all of their Goods from the Distribution Center by means of a formal complaint from their account, through the Help Portal at least 4 (four) days in advance, (ii) Global Selling must notify its desire to terminate the provision of the Service by sending a notice to the Seller on the Website at least 4 (four) days in advance.

The cancellation of the Seller's account on the Website will mean the termination of the United States Envios Full Service. Therefore, to cancel their account, the Seller must first pick up all their stock from the Distribution Center.

If the Seller cancels their account without picking up the stock, they will transfer all rights over the Goods not picked up to Global Selling for its free disposal. After the date of cancellation of their account, the Seller will no longer be able to pick up the Goods.

The Seller acknowledges and accepts that they shall pay the corresponding fees until the day of the effective pickup or disposal of the Goods or of the cancellation of their account, in case they have decided not to pick them up.

Furthermore, Mercado Libre and/or Global Selling may, in the event of Seller's breach of the terms of these Terms, the Envios Terms and Conditions and/or any other condition or policy incorporated by reference or applicable law, suspend or terminate the provision of the United States Envios Full Service, without any prior notice and without any liability of Mercado Libre to Seller for such termination, and Mercado Libre reserves the right to claim any damages that such breach may have caused Mercado Libre.

In the event that Global Selling wishes to terminate the Services, no request from the Seller will be required to make the Goods available.

6. Responsibility

The Seller is solely and exclusively responsible for the Goods, as well as for guaranteeing that all products entering the Distribution Center comply with the applicable export regulations and are duly labeled and packaged for international transportation. Likewise, if applicable, Seller expressly authorizes Global Selling to prepare, on Seller's account and order, all the necessary documents for the export of the products from the United States to Mexico. The Seller guarantees the ownership, legitimacy to sell, truthfulness, accuracy, and authenticity of the information and documentation provided to any interested party regarding the products.

In this regard, the Seller warrants and guarantees that the Goods comply with all the provisions of these Terms and the other applicable terms and conditions and undertakes to hold Global Selling, its related companies, and their respective officers, employees, shareholders and agents, as well as other Users, harmless and safe from and against any and all complaints (administrative, judicial or otherwise) from any third party (including, without limitation, any third party action, loss, damage or liability arising under any law, decree, resolution, provision, whether national, local or otherwise, and expenses, including, without limitation, reasonable attorneys' fees and costs), without limitation, any third party action, loss, damage or liability arising under any national, local or other law, decree, order, ruling, provision and expenses, including, without limitation, reasonable attorneys' fees and costs), arising out of or in connection with any act or omission of Seller (or any person or entity acting on Seller's behalf) in connection with the Service.

Likewise, the Seller assumes at their own expense any extraordinary expenses, disbursements, or costs that Global Selling may incur due to conditions inherent to the Goods or to the use of the United States Envios Full Service with respect to products prohibited by these Terms or by the Terms and Conditions of the Envios Service.

The Seller acknowledges and accepts that Global Selling may subcontract with a third party all or part of the services provided under the Service.

The Seller acknowledges and accepts that Global Selling, its related companies or subcontractors related to the Service shall not be liable for damages, loss, and deterioration suffered by the Goods due to defects or defects inherent to such Goods, and that the only party liable for damages caused to Global Selling, third parties or their goods due to such defects or defects inherent to the Goods shall be the Seller.

Global Selling will only be liable for the shortages or damages to the Goods proven by Global Selling and caused exclusively during the period that begins after Global Selling receives the Goods at the Distribution Center and ends with the delivery of such Goods to the Carriers or the delivery to the Seller or to the person designated by the Seller for their reception or pickup or the disposition pursuant to these Terms, all of the foregoing in accordance with Global Selling's records and provided that the shortage and/or damage are directly and exclusively attributable to Global Selling due to its willful misconduct, negligence or bad faith and are not the result of an act of God or force majeure or of a breach by the Seller and/or a third party for which Global Selling is not obliged to respond. In the case of damages, the burden of proof regarding the fact that the damage occurred within the aforementioned period is on the Seller. Global Selling will not be liable unless the Seller proves to Global Selling's satisfaction that the damage is attributable to Global Selling. In relation to this section, please refer to the Terms and Conditions of the Fulfillment Protection Program (FPP).

7. Authorization

The Seller authorizes Mercado Libre to withhold and debit from their Mercado Pago account the existing and/or future funds to pay the price of the Envios Full Service plus the taxes levied thereon, as well as to recover expenses, fines, disbursements, costs, or any other amount owed to Global Selling by virtue of the indemnity promises made by the Seller for the Envios Full Service.

Global Selling may also exercise a lien on the Seller's Goods until the Seller settles any debt for the items mentioned in the preceding paragraph.

8. Inspections

The Seller authorizes Global Selling, its related companies, or subcontractors of Envios Full to inspect the Goods, without prior notice, provided that such inspection must be carried out due to security issues, customs inspection, request of any competent authority or for any other justified reason.

Global Selling will not carry out any other checks on the packages other than those expressly provided for in these Terms.

9. General Provisions

9.a. Liability and indemnity for labor matters

Sellers agree that at no time shall the Service be construed as or derived from an employment relationship with Global Selling. Therefore, Sellers shall be solely and exclusively responsible for compliance with labor, health and safety obligations, social security, tax, and/or contractual obligations corresponding to their own or contracted personnel, and shall indemnify Global Selling, its related companies, and their respective directors, managers, officers, representatives, agents, and employees with respect to any damages, costs, losses, liabilities, expenses, expenses, etc., that may be incurred by their own or contracted personnel (including, without limitation, attorneys' fees, experts' fees and court costs) arising from judicial and/or extrajudicial complaints arising out of and/or in connection with any breach by Seller, its personnel and/or contractors of their obligations.

9.b. Compliance with tax obligations and legality of funds

The Sellers, in their capacity as professional traders, warrant and guarantee that (i) they comply with the tax regulations applicable to them, and (ii) the Goods subject to the Service are their property and were acquired and/or produced with funds derived from lawful activities.

9.c. Prevention of acts of corruption

Sellers, their employees, representatives, agents, and affiliates represent that they have not demanded and will not demand, with respect to activities in connection with the Service and/or the Goods any offer, payment, promise to pay or authorization of the payment of money, or any offer, gift, promise to give or authorization of the giving of anything of value, to any government employee, or to any person, knowing that all or any part of what is remitted to such person will be offered, given or promised to a government employee, for the purpose of: (a) to obtain influence over any act, decision or omission by a government employee on their official duties; (b) to induce such officials to resort to their influence with a government or institution for the purpose of affecting any act or decision of the government or entities; or (c) to obtain an improper advantage, for the purpose of obtaining, retaining or directing business.

9.d. Confidentiality

The Sellers shall protect as confidential and shall not disclose to any third party any Confidential Information (as defined below) to which they, their employees or contractors or their related companies have access in any way in connection with the provision of the Service. For these purposes, "Confidential Information" means information that is not public knowledge and that is used, developed or obtained by Global Selling or its affiliates, including but not limited to: (i) information, procedures and data obtained and/or developed by Global Selling or its affiliates, (ii) products or services, (iii) costs and pricing structures, (iv) analyses, (v) business or operating methods, (vi) computer software, including operating systems, applications and programming listings, (vii) organization charts, manuals and documentation, (viii) all production/operating methods, processes, technology and trade secrets, and (ix) all other information similar and related in any way to the foregoing and/or the Service whether or not marked confidential.

9.e. Compliance with standards

Sellers shall comply with applicable environmental protection, intellectual property rights, consumer protection and any other applicable regulations for the storage, export, international transport, import and commercialization of the Good, and shall at all times have all applicable permits, authorizations, licenses and approvals.

9.f. No waiver

No failure to enforce any right or remedy available under these Terms shall be deemed a waiver by the party incurring such failure of the right to enforce any such right or remedy in the future.

9.g. No assignment

The status as a user of the United States Envios Full Service may not be assigned or transferred in any way.

10. Jurisdiction and applicable law

These Terms and Conditions shall be governed by the laws of Texas, United States of America. For the interpretation and/or enforcement of the Agreement, as well as with respect to any action or proceeding relating to these Terms and Conditions, the parties expressly submit to the competent courts located in San Antonio, Texas, expressly waiving any other jurisdiction that by reason of domicile, present or future, or for any other reason, may be applicable to them.