SAHRAA BAZAAR VENDOR AGREEMENT

Effective Date: March 31, 2026  |  Version 3.0

This Vendor Agreement (“Agreement”) is entered into by and between Sahraa Corp., a federally incorporated corporation under the Canada Business Corporations Act, operating in the Province of Ontario, doing business as Sahraa Bazaar (“Sahraa Bazaar,” “we,” “us,” or “our”), and you, the Vendor (“Vendor,” “you,” or “your”). By registering as a Vendor, listing Products, or otherwise using the Sahraa Bazaar online marketplace (the “Site”) located at www.sahraabazaar.com, you irrevocably agree to be bound by this Agreement, including all sections, subsections, and policies incorporated herein by reference. If you do not agree to all the terms of this Agreement, you must not register as a Vendor or list any Products.

1. Introduction & Definitions

1.1 Overview

Sahraa Bazaar is a multi-vendor online marketplace that connects independent Vendors with Buyers globally. The platform specializes in traditional Sudanese products and culturally significant goods. We provide the necessary technical infrastructure, payment processing, integrated shipping solutions, AI-powered listing tools, performance analytics, and limited dispute resolution services. However, Vendors are solely responsible for creating, maintaining, and fulfilling their Product listings. This Agreement sets forth the terms and conditions under which Vendors may participate in our marketplace.

1.2 Social Mission

Sahraa Bazaar donates 5% of all proceeds to SAPA (Sudanese American Physician Association) Sudan Hunger Relief. By participating as a Vendor, you contribute to this mission. This donation obligation is borne solely by Sahraa Bazaar and does not affect your commission rate or payouts.

1.3 Key Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

• “Vendor” — Any natural person, partnership, sole proprietor, corporation, or other legal entity that registers on the Site to offer Products for sale.
• “Buyer” — Any individual or entity that purchases Products from Vendors via the Site.
• “Products” — Any physical or digital goods, services, or items listed for sale by the Vendor, including all related descriptions, images, specifications, and digital content.
• “Services” — The entire suite of tools, functionalities, and support provided by Sahraa Bazaar, including but not limited to the online marketplace, payment processing, shipping integration, AI-powered tools, promotional services, and performance analytics.
• “Commission” — The fee imposed by Sahraa Bazaar as a percentage of the gross sale price of each transaction.
• “Holding Period” — The duration during which funds generated by a Vendor’s sales are retained by Sahraa Bazaar before being disbursed to the Vendor.
• “AI Tools” — The artificial intelligence-powered features provided by Sahraa Bazaar, including but not limited to the Product Description Generator, Image Enhancer, and any future AI-powered services.
• “AI-Generated Content” — Any text, images, or other content produced in whole or in part through the use of AI Tools provided by Sahraa Bazaar.
• “Trusted Vendor” — A Vendor who has met specific performance thresholds as defined in this Agreement, qualifying for enhanced privileges.
• “Product Listing Standards” — The guidelines and requirements for product listings as published on the Vendor Resources page and incorporated herein by reference.
• “Vendor Quiz” — The mandatory knowledge assessment that Vendors must pass as a condition of account approval.
• “Vendor Resources” — The collection of guides, standards, and educational materials accessible through the Vendor dashboard.
• “Business Days” — Monday through Friday, excluding public holidays in the Vendor’s country of residence or Ontario, Canada (whichever is applicable to the context).
• “Platform Data” — Any non-public information accessible through the Vendor dashboard or communicated by Sahraa Bazaar, including but not limited to sales analytics, marketplace trends, pricing data, internal policies, and operational communications.

2. Scope of Services & Relationship of the Parties

2.1 Services Provided

Sahraa Bazaar provides Vendors with:

• An online marketplace platform for listing and selling Products
• Secure payment processing through third-party payment gateways (including Stripe, PayPal, and Square)
• Integrated shipping solutions through MarketShip and Shippo, providing real-time carrier rate calculations and label generation
• AI-powered tools for product description generation and image enhancement
• Performance analytics and sales reporting via the Vendor dashboard
• Customer dispute mediation services
• Promotional opportunities (including featured listings and marketing packages)
• Educational resources and vendor support

2.2 Independent Contractor Relationship

You are an independent contractor and not an employee, partner, joint venturer, or agent of Sahraa Bazaar. This Agreement does not create an employment relationship, agency, partnership, or joint venture between you and Sahraa Bazaar. You are solely responsible for your own tax obligations, business licenses, and regulatory compliance.

2.3 No Exclusivity of Platform

Unless otherwise specified in this Agreement, you are not required to sell exclusively on Sahraa Bazaar. You may list and sell your Products on other platforms, provided that: (a) you do not direct Sahraa Bazaar Buyers to complete transactions off-platform, and (b) you maintain the same or higher level of service on Sahraa Bazaar as on other platforms.

2.4 Product Liability Disclaimer

Sahraa Bazaar does not provide product liability insurance coverage for Vendors or their Products. You are solely responsible for ensuring your Products are safe, compliant with applicable regulations, and fit for their intended use. You are encouraged to obtain appropriate product liability insurance for your business, particularly if you sell products that are applied to skin (such as beauty products, henna, or dilka), burned or heated (such as bakhour or incense), or ingested (such as food products).

3. Vendor Eligibility, Registration, Onboarding & Account Maintenance

3.1 Eligibility

To register as a Vendor, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal authority to enter into binding agreements
• Provide accurate and complete registration information
• Comply with all applicable laws in your jurisdiction related to the sale of goods

3.2 Registration Process

Registration requires you to provide:

• Full legal name and/or business name
• Valid email address (which must be verified)
• Physical address (validated through our address verification system)
• Phone number
• Store name and URL
• Business information including selling experience, product categories, shipping origin, and business description
• Government-issued identification (passport, driver’s license, or equivalent)

3.3 Onboarding Requirements

Following registration, you must complete the following onboarding steps before your account will be approved for selling:

• Profile Completion: Your vendor profile must reach a minimum of 90% completion, including store name, complete address, phone number, and store banner image (minimum 625×300 pixels).
• Identity Verification: You must upload a valid government-issued photo identification document through the Vendor Verification system in your dashboard.
• Vendor Quiz: You must successfully pass the Sahraa Bazaar Vendor Quiz with a minimum score of 90%. The quiz assesses your understanding of this Agreement, including commission structure, shipping requirements, penalty systems, and operational obligations. The quiz may be retaken without limit. Passing the quiz constitutes acknowledgment that you have read, understood, and agree to the terms of this Agreement.
• Store Banner: You must upload a store banner image meeting the minimum size requirements.
• Phone Number: A valid phone number must be provided and associated with your account.

3.4 Account Approval

Account approval is at the sole discretion of Sahraa Bazaar. Meeting the onboarding requirements does not guarantee approval. Sahraa Bazaar reserves the right to reject any application without providing a reason.

3.5 Minimum Listing Requirement

Upon approval, you must submit a minimum of three (3) Products that comply with the Product Listing Standards within thirty (30) calendar days. Products that are rejected during admin review do not count toward this minimum until they are corrected and approved. Failure to meet this requirement may result in account deactivation. Sahraa Bazaar may, at its discretion, extend this timeline upon written request from the Vendor.

3.6 Profile Maintenance

Following approval, you must maintain a profile completion of at least 80%. If your profile falls below 80% completion (for example, by removing your store banner, clearing address fields, or deleting required information), your product listings may be hidden from Buyers until your profile is restored to the minimum completion level.

3.7 Account Security

• You are responsible for maintaining the confidentiality of your account credentials.
• You must notify Sahraa Bazaar immediately of any unauthorized access to your account.
• All activities performed under your account shall be deemed to have been conducted by you, and you assume full responsibility for them.

3.8 Single Account Policy

Each Vendor is permitted one (1) account on Sahraa Bazaar. Vendors requiring multiple accounts (for example, for separate business entities) must submit a written request with justification to Sahraa Bazaar for approval. Operating multiple accounts without authorization is grounds for immediate termination of all associated accounts.

3.9 Vendor Availability & Vacation

If you will be unavailable to fulfill orders or respond to buyer inquiries for three (3) or more consecutive days, you must contact Sahraa Bazaar at support@sahraabazaar.com to request that your store and product listings be temporarily hidden. Sahraa Bazaar will deactivate your listings until you confirm your availability to resume operations. Failure to request vacation mode when you are unable to operate may result in late shipment and response time penalties.

3.10 Ongoing Compliance

You agree to comply with all communications, updates, or additional requirements that Sahraa Bazaar may issue from time to time. Failure to adhere to updated policies may result in account suspension or termination.

4. Commission, Fees, Payment Terms & Additional Services

4.1 Default Commission Rate

The default commission is 15% of the gross sale price for each transaction, exclusive of shipping fees and applicable taxes. This rate serves as the standard baseline for all transactions.

4.2 Commission Adjustments & Negotiations

• Discretionary Adjustments: Sahraa Bazaar retains the exclusive right to modify the commission rate.
• Performance-Based Reductions: Vendors with excellent performance metrics (e.g., high Buyer satisfaction, timely shipments, low dispute rates) may be eligible for a reduction in commission upon negotiation.
• Violation-Based Increases: If a Vendor repeatedly violates this Agreement or fails to meet performance standards, Sahraa Bazaar may impose a higher commission rate. In such cases, you will be notified in writing and provided the option either to accept the increased commission or to discontinue your participation.
• Notification Procedures: Any changes to the commission structure will be communicated via the Vendor dashboard and email, with a minimum notice period of thirty (30) days before implementation.

4.3 Additional Revenue Opportunities

• Featured Listings: Premium placement options (e.g., homepage features, product carousels) available for a fee determined on a periodic basis.
• Marketing Packages: Optional advertising services, including sponsored posts, email marketing campaigns, and social media promotions.
• Advanced Analytics Tools: Access to enhanced reporting and data analytics, provided as a subscription-based service.

These services are subject to additional terms and fees, which will be detailed in separate documentation and incorporated into this Agreement by reference.

4.4 Payment Processing & Holding Periods

• Payment Flow: All Buyer payments are processed through Sahraa Bazaar’s secure payment gateways, including Stripe, PayPal, and Square.
• Holding Period for New Vendors: Funds from transactions will be held for a period of seven (7) days after confirmed delivery to mitigate risks associated with chargebacks and disputes.
• Expedited Payouts for Trusted Vendors: Vendors who have achieved Trusted Vendor status (see Section 23.2) may qualify for expedited or immediate payouts at Sahraa Bazaar’s sole discretion.
• Minimum Payout Threshold: Vendors must accumulate a minimum balance of $100 USD (or the equivalent in other currencies) before a withdrawal request is processed. This threshold may be adjusted by Sahraa Bazaar at its discretion, with notice provided to affected Vendors.

4.5 Pricing Requirements

All product prices must be listed in United States Dollars (USD). Vendors are responsible for setting prices that accurately reflect the value of their Products, inclusive of all costs except shipping and applicable taxes.

4.6 Vendor Discounts and Promotions

Vendors may offer discounts, sales, and promotional pricing on their Products through the platform’s built-in discount tools. When offering discounts:

• The original price and discounted price must both be displayed accurately.
• The original price must reflect a genuine price at which the Product was previously offered for sale. Artificially inflating prices before applying a discount is prohibited.
• Discount coupons created through the Vendor dashboard are the sole responsibility of the Vendor, including honoring the terms of any coupon issued.

4.7 Chargebacks & Refund Deductions

• Centralized Funds: All revenue from sales is initially processed through Sahraa Bazaar’s payment systems.
• Dispute Resolution Impact: In the event of a chargeback or refund request that is upheld, the disputed amount plus any applicable processing fees will be deducted from the Vendor’s balance.
• Vendor Responsibility: Vendors are responsible for ensuring that their account maintains sufficient funds to cover any such deductions. If the account balance becomes negative, you must remit the difference, or your account may be suspended until the deficit is resolved.

5. Vendor Obligations & Operational Responsibilities

5.1 Legal and Regulatory Compliance

• Full Compliance: You must comply with all applicable local, national, and international laws, including consumer protection, product safety, import/export, and data privacy regulations.
• Platform Policies: In addition to legal obligations, you must adhere to all Sahraa Bazaar policies, guidelines, and procedures as may be updated from time to time, including the Product Listing Standards.

5.2 Customer Service & Communication

• Response Time: You are required to respond to all Buyer inquiries, order issues, and disputes within two (2) Business Days (48 hours, weekdays only).
• Quality of Service: Professional and courteous communication is mandatory. Failure to provide satisfactory customer service may result in penalties as outlined in Section 17.
• Notification of Hardship: If personal or unforeseen circumstances affect your ability to meet service standards, you must promptly notify Sahraa Bazaar with supporting documentation. Verified hardships may result in temporary waivers or modifications of penalties at Sahraa Bazaar’s sole discretion.

5.3 Response Time Penalty Structure

Failure to respond to Buyer inquiries within two (2) Business Days will be tracked within a rolling four (4) month window, mirroring the late shipment penalty structure:

• First, Second, and Third offense: Written warning via email and dashboard notification.
• Fourth offense and beyond: A fee of $5 will be deducted from your balance and credited to the affected Buyer.
• Severe non-response (5+ Business Days without response): A fee of $10 will be deducted from your balance and credited to the affected Buyer.
• Six or more offenses within a four-month period: Account review, which may result in temporary suspension or termination at Sahraa Bazaar’s discretion.

Response time violations reset on a rolling four-month basis, consistent with the late shipment penalty structure.

5.4 Accurate Product Listings

• Complete Information: Every Product listing must comply with the Product Listing Standards, including detailed and accurate descriptions, high-resolution images (minimum three photos, minimum 1000×1000 pixels), precise specifications (including dimensions, weight, and materials), and any applicable warranties.
• No Misrepresentation: It is your obligation to ensure that the Product delivered to the Buyer is exactly as represented in the listing. Any misrepresentation constitutes a breach of this Agreement.
• Update Obligations: If any Product information changes (e.g., stock levels, pricing, specifications), you must update your listing immediately.
• AI-Assisted Content: If you use Sahraa Bazaar’s AI Tools to generate product descriptions or enhance images, you remain solely responsible for the accuracy and completeness of the final listing. AI-generated content must be reviewed and verified by you before publication. See Section 10 for full AI Tools terms.

6. Product Listings, Quality Standards & Admin Review

6.1 Product Review Process

All Products submitted by Vendors are subject to review by Sahraa Bazaar before being published on the Site. Products will be reviewed in a timely manner. Sahraa Bazaar reserves the right to approve, reject, or request modifications to any Product listing at its sole discretion.

6.2 Product Listing Standards

All listings must comply with the Product Listing Standards as published on the Vendor Resources page, which are incorporated into this Agreement by reference. These standards include but are not limited to requirements for:

• Minimum number and quality of product images
• Title formatting and content requirements
• Description completeness and accuracy
• Required fields including weight, dimensions, materials, and pricing (in USD)
• Prohibited content and practices

6.3 Rejection and Resubmission

If a Product listing is rejected, you will receive notification specifying the reason(s) for rejection and guidance on how to bring the listing into compliance. You may resubmit corrected listings without limit. However, Vendors with consistently high rejection rates may be subject to account review, additional training requirements, or corrective action.

6.4 Prohibited Products

You may not list Products that are:

• Counterfeit, fake, or misrepresented as to their origin or nature
• Illegal in the Vendor’s jurisdiction, the Buyer’s jurisdiction, or Canada
• Dangerous, hazardous, or subject to product safety recalls
• Infringing on any third-party intellectual property rights
• Adult, obscene, or offensive in nature
• Otherwise prohibited by Sahraa Bazaar’s policies as updated from time to time

Listing prohibited Products will result in immediate removal of the listing and may result in account suspension or permanent termination.

7. Inventory Management & Product Accuracy

7.1 Inventory Control

• Real-Time Updates: You must ensure that your inventory data is accurate and updated in real time on the Site.
• Out-of-Stock Orders: Should you list a Product as available but be unable to fulfill an order, you must cancel the order within twenty-four (24) hours. The Buyer will receive a full automatic refund. Out-of-stock cancellations are treated as late shipments under the penalty structure in Section 8.3.
• Accountability: Repeated inaccuracies in inventory management will be recorded and may lead to account review, suspension, or termination.

7.2 Accuracy of Product Information

• Detailed Descriptions: All Products must be described comprehensively, including but not limited to dimensions, weight, color, materials, usage instructions, and any other pertinent attributes.
• Verification: You should maintain and, if requested, provide documentation (such as manufacturer specifications) to support the accuracy of your listings.
• Continuous Updates: You are obligated to promptly correct any errors identified by Buyers or Sahraa Bazaar’s internal audits.

7.3 Product Accuracy Fees

Inaccurate product listings that result in Buyer disputes, returns, or dissatisfaction are subject to the following tiered fee structure:

• Minor inaccuracies (e.g., slight color variation, minor dimensional discrepancy that does not materially affect the product’s use): $25 administrative fee.
• Moderate inaccuracies (e.g., wrong material listed, significantly different size than advertised, missing key product attributes): $50 administrative fee.
• Serious inaccuracies (e.g., completely different product delivered, fraudulent listing, product materially unlike its description): $100 administrative fee, plus the Vendor is responsible for a full refund to the Buyer including all shipping costs incurred by the Buyer.

These fees are intended primarily as compensation to the affected Buyer. Sahraa Bazaar reserves the right, at its sole discretion, to allocate these fees between Buyer compensation and administrative costs as circumstances warrant.

8. Shipping, Fulfillment & Dimensional Accuracy

8.1 Fulfillment Responsibilities

• Timely Dispatch: All orders must be shipped within four (4) Business Days of the sale, unless otherwise specified for made-to-order or custom items (which must be clearly indicated in the listing).
• Proper Packaging: You must package Products securely and appropriately to prevent damage during transit, in accordance with the packaging standards outlined in the Vendor Resources.
• Carrier and Labels: Shipping labels are generated through the integrated MarketShip and Shippo system. You must use the platform’s shipping system for all orders.
• Tracking: Tracking information is automatically generated when shipping labels are purchased through the platform. You must ensure tracking is active and accurate for every order. Failure to provide valid tracking information will be treated as a late shipment for penalty purposes.

8.2 Dimensional and Weight Accuracy

• Correct Data Entry: You must enter the precise dimensions and weight of each Product, as this information is critical for calculating shipping fees.
• First-Offense Grace Period: The first instance of inaccurate dimensional or weight data will result in a written warning and a link to the Product Listing Standards guide for education. The Vendor will be responsible for the shipping cost difference but will not incur an administrative fee.
• Subsequent Offenses: Second and subsequent instances of inaccurate dimensional or weight data will result in a direct deduction of the shipping cost difference from your Vendor balance, plus an administrative fee of $25 (second offense) escalating to $50–$100 for chronic inaccuracies.
• Audit Rights: Sahraa Bazaar reserves the right to verify the accuracy of Product dimensions and weights through random audits or Buyer feedback.

8.3 Late Shipment Penalties

Late shipments are tracked within a rolling four (4) month window:

• First and Second late shipment: Written warning.
• Third late shipment: Written warning (final warning).
• Fourth late shipment and beyond: A fee of $5 will be deducted from your balance and credited to the affected Buyer.
• Severe Delays (7+ Business Days): Shipments delayed beyond seven (7) Business Days will incur a fee of $10, credited to the affected Buyer.

Business Days are defined as Monday through Friday, excluding public holidays in the Vendor’s country of residence.

8.4 International Shipping

• All international orders are shipped under DDU (Delivered Duty Unpaid) terms. The Buyer is responsible for any customs duties, import taxes, or fees imposed by the destination country.
• Vendors must accurately complete customs declarations for all international shipments.
• Vendors must not understate the value of goods or mark items as “gifts” on customs forms. Doing so is illegal and constitutes a violation of this Agreement.

8.5 Shipping Costs

• Shipping costs are calculated in real time based on carrier rates, package dimensions, weight, origin, and destination.
• Buyers pay shipping at checkout. The cost of the shipping label is deducted from the Vendor’s order earnings.
• Vendors do not pay any upfront shipping costs.

9. Returns, Refunds, Buyer Compensation & Dispute Resolution

9.1 Return Eligibility

Returns are accepted for Products that are:

• Damaged during shipping
• Defective or faulty
• Materially different from the listing description
• Incorrect item shipped

9.2 Return Process

• Buyers must contact the Vendor within fourteen (14) calendar days of delivery to initiate a return. This return window is consistent across all Sahraa Bazaar policies, including the Refund & Returns Policy published on the Site.
• Vendors must respond to return requests within two (2) Business Days.
• For returns due to Vendor error (wrong item, defective, misrepresented), the Vendor is responsible for return shipping costs.
• For returns due to Buyer preference (changed mind), the Buyer is responsible for return shipping costs, if the Vendor’s posted return policy permits such returns.

9.3 Refund Processing

• Refunds for approved returns must be processed within five (5) Business Days of receiving the returned Product.
• Full refunds are required for Products that are defective, damaged in transit, or materially different from the listing.
• Refund amounts will be deducted from the Vendor’s balance.

9.4 Dispute Escalation

• Buyers are encouraged to resolve disputes directly with the Vendor first.
• If unresolved within seventy-two (72) hours, either party may escalate the dispute to Sahraa Bazaar.
• Sahraa Bazaar will review evidence from both parties and resolve escalated disputes within a reasonable timeframe.
• Sahraa Bazaar may order refunds, penalties, or other remedies at its sole discretion.
• Sahraa Bazaar’s decision in escalated disputes is final and binding on both parties, subject to the arbitration provisions in Section 24.

9.5 Buyer Reviews and Ratings

• Buyers may leave reviews and ratings on Products they have purchased and on your store.
• You may respond to reviews through the platform’s review system. Responses must be professional and courteous.
• You may not solicit, incentivize, or offer compensation for positive reviews, nor may you pressure Buyers to remove or modify negative reviews.
• If you believe a review is fraudulent, abusive, or violates platform policies, you may report it to Sahraa Bazaar at support@sahraabazaar.com for review. Sahraa Bazaar may remove reviews that violate platform policies at its sole discretion.
• Review content is owned by the Buyer and licensed to Sahraa Bazaar. Reviews may remain visible on the platform after a Vendor’s account is terminated, as they provide value to future Buyers.

10. AI-Powered Tools & Generated Content

10.1 Availability of AI Tools

Sahraa Bazaar provides AI-powered tools to assist Vendors in creating and enhancing product listings, including:

• Product Description Generator: Generates product titles, short descriptions, and long descriptions using artificial intelligence.
• Image Enhancer: Enhances product images by improving clarity, color, and visual quality using artificial intelligence.

These tools are provided at no additional cost to Vendors. Sahraa Bazaar reserves the right to modify, suspend, or discontinue any AI Tool at any time.

10.2 Use of AI Tools

• AI Tools are provided as assistive features. All AI-generated content is a starting point and must be reviewed, verified, and edited by you before publication.
• You are solely responsible for the accuracy, completeness, and legal compliance of all content in your listings, regardless of whether AI Tools were used in its creation.
• Sahraa Bazaar makes no warranties regarding the accuracy, quality, or suitability of AI-generated content.

10.3 Ownership of AI-Generated Content

• All AI-Generated Content created through Sahraa Bazaar’s AI Tools is the intellectual property of Sahraa Bazaar.
• You are granted a non-exclusive, non-transferable, revocable license to use AI-Generated Content on the Sahraa Bazaar platform for the duration of your active Vendor account.
• Upon termination of your account, your license to use AI-Generated Content is revoked. You must remove any AI-Generated Content from other platforms or marketing materials within thirty (30) days of termination.

10.4 Data Processing

• When you use AI Tools, product-related data (including text, images, and product attributes) may be transmitted to third-party AI service providers for processing.
• Sahraa Bazaar uses commercially reasonable measures to protect data transmitted to third-party AI providers.
• By using the AI Tools, you consent to this data processing. No personally identifiable Buyer information is transmitted to AI service providers.

10.5 Limitations

• You may not use AI Tools to generate misleading, false, or deceptive content.
• You may not use AI Tools to infringe on third-party intellectual property.
• You may not attempt to reverse-engineer, extract, or repurpose the AI Tools or their underlying technology.

11. Intellectual Property

11.1 Vendor Content Ownership

You represent and warrant that you own or have obtained all necessary rights, licenses, and permissions for all content in your Product listings, including but not limited to photographs, descriptions, logos, and brand names. You must not use content owned by third parties without explicit authorization.

11.2 Sahraa Bazaar Intellectual Property

The Sahraa Bazaar name, logo, brand elements, website design, software, and all related intellectual property are the exclusive property of Sahraa Corp. You may not use, reproduce, or distribute Sahraa Bazaar’s intellectual property without prior written consent, except as expressly permitted in Section 13.4.

11.3 Intellectual Property Complaints (Takedown Process)

If a third party submits a complaint alleging that a Vendor’s listing infringes their intellectual property rights, Sahraa Bazaar will:

1. Notify the Vendor of the complaint, including the nature of the alleged infringement and the affected listing(s).
2. Remove or disable access to the allegedly infringing listing(s) pending review. Sahraa Bazaar may remove listings immediately if the complaint is credible and removal is necessary to mitigate risk.
3. Provide the Vendor an opportunity to respond within ten (10) Business Days, including submitting a counter-notice with evidence of their right to use the content.
4. Review both parties’ submissions and make a determination. If the complaint is upheld, the listing will be permanently removed. If the complaint is dismissed, the listing will be restored.

11.4 Consequences of IP Violations

• First offense: Listing removed, written warning.
• Second offense: Listing removed, administrative fee of $50.
• Third offense: Listing removed, administrative fee of $100, account review with potential suspension or termination.

Vendors who knowingly and repeatedly list infringing content may face immediate account termination.

11.5 Vendor Indemnification for IP Claims

You agree to indemnify and hold harmless Sahraa Bazaar from any claims, damages, or costs (including legal fees) arising from intellectual property infringement in your Product listings.

12. Platform Exclusivity, Communication & Payment Channel Restrictions

12.1 On-Platform Transactions

All transactions initiated on Sahraa Bazaar must be completed through the platform. You must not:

• Direct Buyers to complete purchases off-platform
• Share personal contact information (phone numbers, email addresses, social media handles) with Buyers for the purpose of circumventing the platform
• Accept or solicit payments outside of Sahraa Bazaar’s payment system for transactions originating on the platform

12.2 Off-Platform Sales

You are permitted to sell your Products on other platforms and through your own channels, provided that such activities do not interfere with your obligations under this Agreement.

13. Content License, Marketing Rights & Public Display

13.1 Content License to Sahraa Bazaar

By listing Products on Sahraa Bazaar, you grant Sahraa Corp. a non-exclusive, worldwide, royalty-free, perpetual (surviving termination), irrevocable license to use, reproduce, modify, display, distribute, and create derivative works from your Product listings, including but not limited to product photographs, descriptions, store name, store banner, and any other content you submit to the platform.

13.2 Marketing Use

This license expressly includes the right to use your content for Sahraa Bazaar’s marketing purposes, including but not limited to:

• Social media posts and advertisements (Instagram, Facebook, TikTok, etc.)
• Email marketing campaigns
• Website banners, homepage features, and promotional sections
• Print materials, press releases, and media outreach
• Paid advertising campaigns on any platform

Sahraa Bazaar is not required to notify you when your content is used for marketing purposes.

13.3 Public Display Consent

By registering as a Vendor, you consent to the public display of:

• Your store name and store banner
• Your general location (city, state/province, country)
• Your product listings, including images, descriptions, and pricing
• Customer ratings and reviews of your products and store
• Any verification badges or seller status indicators

13.4 Vendor Use of Sahraa Bazaar Branding

You may use the phrase “As seen on Sahraa Bazaar” or similar references in your own marketing materials, provided that such use does not imply endorsement, partnership, or affiliation beyond your status as a Vendor on the platform. Use of Sahraa Bazaar’s logo requires prior written approval.

14. Communication Monitoring & Electronic Consent

14.1 Monitoring of Communications

Sahraa Bazaar reserves the right to monitor, review, and record communications between Vendors and Buyers conducted through the platform’s messaging and support systems. This monitoring is conducted for purposes of:

• Quality assurance and customer service standards enforcement
• Dispute resolution and evidence gathering
• Detection of policy violations, fraud, or prohibited conduct
• Ensuring compliance with this Agreement

By using the platform’s communication tools, you consent to this monitoring.

14.2 Electronic Communications Consent (CASL Compliance)

By entering into this Agreement, you consent to receive electronic communications from Sahraa Bazaar, including:

• Transactional notifications (order confirmations, shipping updates, payout notifications)
• Platform announcements and policy updates
• Operational communications (onboarding guidance, performance alerts, account notices)
• Platform-related informational emails about new features, tools, and services

You may opt out of non-essential communications at any time through your account settings or by contacting support@sahraabazaar.com. You may not opt out of transactional or operational communications while maintaining an active Vendor account.

15. Confidentiality

15.1 Confidential Information

You acknowledge that through your participation on Sahraa Bazaar, you may have access to Platform Data that is proprietary and confidential. You agree not to disclose, publish, share, or distribute any Platform Data, including but not limited to:

• Sales analytics, marketplace trends, and aggregate performance data
• Internal pricing data, commission structures under negotiation, or fee schedules not publicly available
• Operational communications, internal policies, or strategic plans shared by Sahraa Bazaar
• Information about other Vendors obtained through the platform
• Any information designated as confidential by Sahraa Bazaar

15.2 Permitted Disclosures

This confidentiality obligation does not prevent you from:

• Disclosing your own individual sales data and performance metrics
• Sharing publicly available information about Sahraa Bazaar
• Making disclosures required by law, regulation, or court order (provided you notify Sahraa Bazaar in advance where legally permitted)

15.3 Duration

This confidentiality obligation shall survive for a period of two (2) years following the termination of this Agreement.

16. Data Protection & Buyer Privacy

16.1 Compliance with Privacy Laws

You must comply with all applicable data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) for Canadian operations, and any equivalent laws in your jurisdiction.

16.2 Permitted Use of Buyer Data

Buyer personal information received through orders (including name, shipping address, email, and phone number) may only be used for the sole purpose of fulfilling that specific order and any related customer service communications regarding that order.

16.3 Prohibited Use of Buyer Data

You are expressly prohibited from:

• Adding Buyer information to any mailing list, newsletter, or marketing database
• Contacting Buyers after the transaction is complete for marketing, promotional, or solicitation purposes
• Selling, trading, sharing, or otherwise distributing Buyer data to any third party for any reason
• Using Buyer data to direct Buyers to off-platform purchases
• Retaining Buyer data beyond what is necessary for order fulfillment and legal compliance (such as tax records)

16.4 Consequences

Violation of Buyer data protection provisions may result in immediate account suspension or termination, in addition to any legal liability you may incur under applicable privacy laws.

16.5 Sahraa Bazaar’s Data Practices

Sahraa Bazaar’s collection and use of your personal data as a Vendor is governed by our Privacy Policy, which is incorporated herein by reference.

17. Penalty Structure, Fee Appeals & Monthly Cap

17.1 Summary of Fees and Penalties

Violation	Fee Structure	Recipient
Late shipment (4th+ in 4 months)	$5 per occurrence	Buyer (primarily)
Late shipment (7+ Business Days)	$10 per occurrence	Buyer (primarily)
Out-of-stock cancellation	Treated as late shipment (see Section 7.1)	Buyer (primarily)
Response time (4th offense in 4 months)	$5 per occurrence	Buyer (primarily)
Response time (5+ Business Days no response)	$10 per occurrence	Buyer (primarily)
Product inaccuracy — minor	$25 per incident	Buyer (primarily)
Product inaccuracy — moderate	$50 per incident	Buyer (primarily)
Product inaccuracy — serious	$100 + full refund incl. shipping	Buyer (primarily)
Dimensional/weight error (2nd offense)	$25 + shipping difference	Buyer (primarily)
Dimensional/weight error (3rd+ offense)	$50–$100 + shipping difference	Buyer (primarily)
IP violation (2nd offense)	$50	Administrative
IP violation (3rd offense)	$100	Administrative

All fees designated “Buyer (primarily)” are intended as compensation to the affected Buyer. Sahraa Bazaar reserves the right, at its sole discretion, to allocate these fees between Buyer compensation and administrative costs as circumstances warrant.

17.2 Monthly Penalty Cap

The total aggregate penalties imposed on any Vendor in any thirty (30) day period shall not exceed $200 USD, exclusive of chargebacks, refunds, and shipping cost adjustments owed to Buyers. This cap does not apply to fees arising from fraudulent activity, intellectual property violations, or off-platform payment solicitation.

17.3 Fee Appeals

Vendors may appeal any individual penalty fee by submitting a written appeal to support@sahraabazaar.com within fourteen (14) days of the fee being assessed. The appeal must include:

• The specific fee being contested
• The reason for the appeal
• Any supporting evidence or documentation

Sahraa Bazaar will review the appeal and respond within ten (10) Business Days. Sahraa Bazaar’s decision on fee appeals is final.

17.4 Hardship Waiver

In instances where a Vendor experiences verified personal hardship (such as medical emergency, family crisis, natural disaster, or circumstances related to conflict) that impacts their ability to meet operational standards, penalties may be waived or reduced at the sole discretion of Sahraa Bazaar. Vendors must provide supporting documentation and notify Sahraa Bazaar as soon as reasonably practicable.

18. Termination, Suspension & Appeals Process

18.1 Voluntary Termination by Vendor

You may terminate this Agreement at any time by providing thirty (30) days’ written notice to Sahraa Bazaar via email at support@sahraabazaar.com. During the notice period, you must:

• Fulfill all pending orders
• Respond to any open Buyer inquiries or disputes
• Refrain from accepting new orders (your listings will be deactivated)

18.2 Termination by Sahraa Bazaar

Sahraa Bazaar may terminate this Agreement and your account:

• With Notice: With thirty (30) days’ written notice for any reason, at Sahraa Bazaar’s sole discretion.
• Immediately (Minor Violations): For repeated or unresolved policy violations, after warnings have been issued. In cases of minor violations, you must fulfill all pending orders before the termination takes full effect.
• Immediately (Major Violations): Without notice for serious breaches including but not limited to: off-platform payment solicitation, fraud, listing prohibited or illegal items, intellectual property infringement, threats or harassment, violation of Buyer data protection provisions, or any conduct that poses a risk to Buyers or the platform’s integrity. In cases of major violations, your account will be suspended immediately and Sahraa Bazaar will handle refunds for any pending orders.

18.3 Suspension

Sahraa Bazaar may suspend your account pending investigation of potential violations. During suspension:

• Your listings will be hidden from Buyers
• You will not be able to accept new orders
• You must continue to fulfill any orders that were accepted before the suspension
• Your account balance will be held pending the outcome of the investigation

18.4 Appeals

You may appeal a suspension or termination decision by submitting a written appeal to support@sahraabazaar.com within fourteen (14) days of the decision. Appeals will be reviewed within fifteen (15) Business Days. Sahraa Bazaar’s decision on appeal is final.

19. Post-Termination Obligations

19.1 Pending Orders

Upon termination, all pending orders must be fulfilled (unless termination is immediate due to major violations, in which case Sahraa Bazaar will process refunds).

19.2 Store Visibility

Following termination (voluntary or involuntary), your store page and product listings will remain visible on the Site for thirty (30) days to allow pending orders to be completed and for Buyers to access order information. After thirty (30) days, your store and all listings will be permanently removed.

19.3 Balance Withdrawal

You have sixty (60) days from the date of termination to withdraw any remaining positive balance in your account, subject to any pending disputes, chargebacks, or deductions. After sixty (60) days, unclaimed balances will be handled in accordance with applicable unclaimed property laws. Sahraa Bazaar will make reasonable efforts to contact you at your last known email address before processing unclaimed funds.

19.4 AI-Generated Content

Upon termination, your license to use any AI-Generated Content (as defined in Section 10) is revoked. You must remove any AI-Generated Content from external platforms or marketing materials within thirty (30) days.

19.5 Return of Data

Upon written request submitted within thirty (30) days of termination, Sahraa Bazaar will provide you with an export of your product listing data (excluding AI-Generated Content) in a standard format.

20. Non-Competition

20.1 Non-Competition Covenant

During the term of this Agreement and for a period of twelve (12) months following termination (whether voluntary or involuntary), you agree not to:

• Establish, operate, or participate in the ownership or management of any online marketplace that primarily focuses on Sudanese products, Sudanese cultural goods, or products targeting the Sudanese diaspora that would directly compete with Sahraa Bazaar.
• Solicit or recruit Sahraa Bazaar Vendors or Buyers for any such competing platform.

20.2 Scope Limitations

This non-competition clause does not restrict you from:

• Selling your own products on general-purpose marketplaces (e.g., Etsy, Amazon, eBay)
• Operating your own independent e-commerce store selling your own products
• Selling Sudanese products through social media, in-person markets, or any channel other than a competing marketplace as defined above

20.3 Enforceability

If any court or arbitrator determines that this non-competition clause is overly broad in scope, duration, or geographic limitation, the parties agree that the court or arbitrator may modify these parameters to the minimum extent necessary to make the clause enforceable under applicable law.

21. Liability, Warranties, Disclaimers & Indemnification

21.1 Vendor Warranties

You represent and warrant that:

• All Products you list are legal, safe, authentic, and accurately described
• You have all necessary rights, licenses, and permissions to sell the Products
• Your Product listings do not infringe on any third-party intellectual property rights
• You will comply with all applicable laws and regulations

21.2 Disclaimer

Sahraa Bazaar makes no warranties regarding Vendor Products and disclaims all liability for any issues arising from Product defects, misrepresentations, or non-compliance with applicable laws. Sahraa Bazaar does not provide product liability insurance coverage for Vendors.

21.3 “As Is” Basis for Services

The Services provided by Sahraa Bazaar, including AI Tools, are offered “AS IS” and “AS AVAILABLE” without any warranties, express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement.

21.4 Broad Indemnification

You agree to indemnify, defend, and hold harmless Sahraa Corp., its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, or expenses (including reasonable legal fees) arising out of or related to:

• Your breach of any provision of this Agreement
• Any inaccuracies or misrepresentations in your Product listings
• Violations of any applicable laws or regulations
• Infringement of any third-party intellectual property rights
• Fraudulent, negligent, or willfully malicious conduct
• Your use of AI Tools and any AI-Generated Content you publish
• Any tax obligations arising from your sales
• Any product liability claims related to your Products
• Any violation of Buyer data protection provisions

21.5 Limitation of Liability

• Cap on Damages: In no event shall Sahraa Bazaar be liable for any indirect, incidental, consequential, or punitive damages (including lost profits, data, or business interruption), even if advised of the possibility thereof.
• Aggregate Liability: Sahraa Bazaar’s total liability to you under this Agreement shall not exceed the total commissions received from your sales over the six (6) months preceding the claim.

22. Taxes & Regulatory Compliance

22.1 Tax Obligations

• Vendor Responsibility: You are solely responsible for determining, collecting, reporting, and remitting all applicable taxes, including sales tax, GST/HST, VAT, or any other duties resulting from your sales.
• No Tax Advice: Sahraa Bazaar does not provide tax advice or assume any responsibility for your tax obligations.

22.2 Recordkeeping

You must maintain accurate records of all transactions, inventory, and financial data for a minimum period consistent with applicable laws (typically seven years in Canada).

23. Performance Monitoring, Quality Assurance & Corrective Measures

23.1 Performance Metrics

Sahraa Bazaar monitors the following key performance indicators for all Vendors:

Metric	Target
Shipping time	Within 4 Business Days
Customer response	Within 2 Business Days
Order cancellation rate	Below 5%
Product accuracy	100% match to listing
Tracking upload	Required on every order
Refund rate	Below 10%

23.2 Trusted Vendor Status

Vendors who meet the following criteria may qualify for Trusted Vendor status:

• Minimum of thirty (30) successful shipments
• Consistent on-time shipping rate of 95% or higher
• Customer satisfaction rating of 4.5 stars or above (or insufficient rating data if fewer than ten reviews have been received — in which case other metrics will carry greater weight)
• Active selling for a minimum of three (3) months
• Low refund and dispute rates

Trusted Vendor benefits include:

• Products may be published directly without admin review
• Expedited or immediate payout processing
• “Trusted Vendor” badge displayed on store page
• Reduced or eliminated holding period on funds

Trusted Vendor status is granted and maintained at Sahraa Bazaar’s sole discretion and may be revoked if performance metrics decline.

23.3 Corrective Action

Sahraa Bazaar may implement corrective measures for underperforming Vendors, including but not limited to:

• Written warnings
• Mandatory review of training materials
• Financial penalties as outlined in Section 17
• Increased commission rate
• Temporary or permanent suspension

24. Governing Law, Jurisdiction, Arbitration & Dispute Resolution

24.1 Governing Law

This Agreement shall be governed by and construed in accordance with the federal laws of Canada and the laws of the Province of Ontario, without regard to conflict of law principles.

24.2 Informal Resolution

Before initiating arbitration, the parties agree to attempt informal resolution by contacting the other party in writing and allowing thirty (30) days for resolution. Sahraa Bazaar may be contacted at support@sahraabazaar.com.

24.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered in the Province of Ontario, Canada.

• The arbitration shall be conducted by a single arbitrator.
• The language of the arbitration shall be English.
• The arbitrator’s decision shall be final and binding on both parties.
• Judgment on the arbitration award may be entered in any court of competent jurisdiction in Ontario, Canada.
• Each party shall bear its own costs of arbitration, except that the arbitrator may award costs to the prevailing party.

24.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Sahraa Bazaar. If any court or arbitrator determines that this class action waiver is void or unenforceable for any reason, then the arbitration agreement in Section 24.3 shall be deemed null and void with respect to such proceeding, and the dispute shall proceed in a court of competent jurisdiction in Ontario, Canada.

24.5 Small Claims Exception

Notwithstanding the arbitration agreement above, either party may bring an action in small claims court in Ontario, Canada, if the claim qualifies for small claims jurisdiction.

25. Force Majeure

25.1 Definition

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to:

• Natural disasters (earthquakes, floods, hurricanes, wildfires)
• War, armed conflict, civil unrest, terrorism, or sanctions
• Epidemics, pandemics, or public health emergencies
• Government actions, regulations, embargoes, or trade restrictions
• Disruption of critical infrastructure (power, internet, telecommunications)
• Carrier or shipping service disruptions beyond the Vendor’s control

25.2 Obligations During Force Majeure

The affected party must:

• Notify the other party as soon as reasonably practicable
• Provide documentation or evidence of the event upon request
• Take reasonable steps to mitigate the impact of the event
• Resume performance as soon as the force majeure event has ended

25.3 Extended Force Majeure

If a force majeure event prevents performance for more than sixty (60) consecutive days, either party may terminate this Agreement without penalty upon written notice.

26. Miscellaneous Provisions & Final Acknowledgment

26.1 Entire Agreement

This Agreement, together with all policies, guidelines, and documents incorporated by reference (including the Product Listing Standards, Privacy Policy, and Vendor Resources), constitutes the entire agreement between you and Sahraa Bazaar and supersedes all prior agreements, understandings, or representations.

26.2 Amendments

Sahraa Bazaar reserves the right to modify this Agreement at any time. Material changes will be communicated via email and the Vendor dashboard with a minimum of thirty (30) days’ notice before taking effect. Your continued use of the platform after the effective date of any changes constitutes acceptance of the modified Agreement.

26.3 Operational Guidelines Updates

Updates to the Product Listing Standards, Vendor Resources, and other operational guidelines incorporated by reference into this Agreement may be made with a minimum of fourteen (14) days’ notice via email and the Vendor dashboard. These updates reflect evolving marketplace standards and best practices and do not require the full thirty (30) day notice period applicable to core Agreement terms.

26.4 Severability

Should any provision of this Agreement be found invalid or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by an enforceable provision that most closely reflects the intent of the original.

26.5 No Waiver

Failure by Sahraa Bazaar to enforce any provision of this Agreement shall not constitute a waiver of its right to enforce that provision or any other provision at a later time.

26.6 Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without the prior written consent of Sahraa Bazaar. Sahraa Bazaar may assign this Agreement without restriction.

26.7 Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered via email to the addresses on file. Notices shall be deemed received upon confirmation of delivery.

26.8 Electronic Acceptance

By completing the registration process, passing the Vendor Quiz, or listing any Product on the Site, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement.

26.9 Survival

Any provisions of this Agreement that by their nature are intended to survive termination (including but not limited to those addressing Liability, Indemnification, Non-Competition, Confidentiality, Content License, AI-Generated Content ownership, Taxes, and Data Protection) shall continue in effect after termination.

26.10 Interpretation

This Agreement shall be interpreted in a manner that promotes clarity, fairness, and enforceability. Headings and titles are for convenience only and shall not affect the interpretation of any provision.

Final Acknowledgment

By registering as a Vendor on Sahraa Bazaar, completing the onboarding requirements, and passing the Vendor Quiz, you irrevocably confirm that you have read, fully understand, and voluntarily agree to abide by all terms and conditions set forth in this Vendor Agreement. You acknowledge that Sahraa Bazaar reserves the right to enforce these provisions to maintain the highest levels of service quality and Buyer satisfaction. All fees, penalties, and enforcement measures outlined herein are intended solely to ensure operational consistency, protect Buyer interests, and uphold marketplace integrity.

Last Updated: March 31, 2026  •  Version 3.0