Brand Terms



Airshop Merchant Terms of Service 

THESE AIRSHOP MERCHANT TERMS OF SERVICE (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN THE SALE OF YOUR PRODUCTS TO AIRSHOP AND/OR YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND AIRSHOP. BY SELLING YOUR PRODUCTS TO AIRSHOP OR BY USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT 

As used in this Agreement, "we," "us," “our,” and "Airshop" means the Airshop, Inc. and any of its applicable Affiliates, and "you," “your,” and  Brand means you (if you are selling Your Products or using the Service as an individual), or the business you represent (if you are selling Your Products for or using the Service as a business) and any of your Affiliates. The term “Affiliate” means any company or organization that controls, is controlled by, or is under common control with that party. Capitalized terms have the meanings given to them in this Agreement. Airshop and Brand are each a “Party” and together, the “Parties.”

SECTION 1: 1P 

1.1. Airshop Services. Airshop provides an online marketplace platform that provides shipping and delivery of beauty-related products to consumers. As a Brand on the Airshop platform, Airshop’s technology is designed to assist with the sale, fulfillment, and/or delivery of Your Products to these consumers (the “Services”). 

SECTION 2: 

2.1. Shipping to Airshop. You will ship Units to us in accordance with the applicable Order Form. Unless otherwise agreed to in writing by Airshop, you will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance). Airshop will bear risk of loss for the Units until such units arrive at the destination designated by Airshop. You are responsible for payment of all customs, duties, taxes, and other charges. In the case of any improperly packaged or labeled Unit, at our reasonable discretion we may return the Unit to you at your expense (pursuant to Section 2.2 (1P Returns and Disposal)). Upon mutual agreement, we may re-package or re-label the Unit and charge you an mutually-agreed administrative fee. You will not deliver to us any Unsuitable Unit. Upon acceptance of the Units by Airshop, you hereby assign and transfer all rights and title to the Units to Airshop. 

2.2. 1P Disposal. 

We may dispose of any Unsuitable Unit with written brand approval (and you will be deemed to have consented to our action): (1) immediately if we determine that (i) the Unit creates a safety, health, or liability risk to Airshop, our personnel, or any third party; (ii) you have engaged in fraudulent or illegal activity; or (iii) we have cause to terminate your use of Services with immediate effect pursuant to Section 12 (Term and Termination) and are exposed to liability towards a third party; (2) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (3) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days after we notify you that its removal is required. In addition, you will reimburse us for reasonable expenses we incur in connection with any Unsuitable Units. 

We may dispose of any Unit we are entitled to dispose of (including any Unsuitable Units) by destroying it. You will reimburse us for reasonable expenses we incur in connection with such destruction.

2.3. Wholesale Cost. For Units that are not returned and are not Unsuitable Units, Airshop will pay you the wholesale cost  described in the applicable Order Form(s). 

SECTION 3: Proprietary Rights. 

3.1. As between the parties, Airshop exclusively owns all right, title and interest in and to the Airshop Technology, Services, and Airshop’s Confidential Information, and Merchant exclusively owns all right, title and interest in and to Merchant’s Confidential Information. 

3.2. Airshop hereby grants to you a limited, revocable, non-exclusive, non-transferrable, non-sublicensable right to access and use the Airshop Technology in connection with the Services. You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Airshop Technology; modify, translate, or create derivative works based on the Airshop Technology; use the Airshop Technology for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels 

contained within the Airshop Technology. You represent, covenant, and warrant that you will use the Services and Airshop Technology only in compliance with this Agreement and all applicable laws and regulations. Although Airshop has no obligation to monitor your use of the Services or Airshop Technology, we may do so and may prohibit any use of the Services or Airshop Technology we believe may be (or alleged to be) in violation of the foregoing. 

3.3. You grant us a royalty-free, non-exclusive license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials in connection with the routine display of Your Materials on our website for the purpose of offering Your Products for sale in connection with the Services., and to sublicense the foregoing rights to our Affiliates; provided, however, that we will not alter any of your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party). We will seek your consent in the event we desire to use Your Materials in our marketing campaigns or advertisements. 

SECTION 4: Term and Termination. 

The term of this Agreement will begin when you have accepted this Agreement (including by executing a Pricing Addendum or Order Form with Airshop) and continue until terminated by us or you as provided below. You and Airshop may each terminate this Agreement for convenience with thirty (30) days’ advance notice to the other party. In addition, we may suspend or terminate this Agreement immediately if we determine that (a) you have materially breached the Agreement and failed to cure within seven (7) days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; or (c) your use of the Services has harmed, or our controls identify that it might harm, other sellers, brands, merchants, customers, or Airshop’s legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, (e) Sections 11-17, 19, and 22-25 survive, and (f) the rights and obligations of the parties under Sections 3-10, 12, and 15 with respect to Units received or stored by Airshop as of the date of termination will survive the termination. 

Following any termination of the Agreement, we will, as directed by you, return to you or dispose of the Units as provided in Sections 2.2 (1P Returns and Disposal) and 8 (3P Returns to You and Disposal), as applicable. If you fail to direct us to return or dispose of the Units within thirty (30) days after termination, then we may elect to return and/or dispose of the Units in whole or in part, as provided in Section 2.2 (1P Returns and Disposal) and 8 (3P Returns to You and Disposal), and you agree to such actions. 

SECTION 5: Representations and Warranties. 

5.1. Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement. 

5.2. In addition to the aforementioned representations and warranties, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under this Agreement; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labeling, and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; and (e) you and all of your subcontractors, agents, and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws of the United States, its territories, and all other countries where Units are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours, and minimum ages of workers. 

SECTION 6: Indemnification. 

6.1 Your indemnification obligations. You will defend, indemnify, and hold harmless Airshop, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) to the extent arising from or related to: 

(a) your non-compliance with applicable Laws; (b) Your Products, including the sale, refund, cancellation, return, or adjustments thereof (including any re-packaging of your product into new containers), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Airshop), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; (d) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section 5 (Storage)), including any personal injury, death, or property damage; or (e) actual or alleged breach of this Agreement, including any representations you have made hereunder. 

6.2 Airshop’s indemnification obligations. Airshop will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents, against any third-party Claim to the extent arising from or related to: (a) Airshop’s non-compliance with applicable Laws; or (b) allegations that Merchant’s authorized use of the Airshop Technology infringes or misappropriates that third party’s intellectual property rights. Notwithstanding the foregoing, Airshop will have no obligation under this Section 14.2 or otherwise with respect to any infringement claim to the extent based upon (i) any unauthorized use, reproduction, or distribution of the Airshop Technology or any breach of this Agreement by Merchant, (ii) any combination of the Airshop Technology with other products, equipment, software or data not supplied by Airshop, (iii) any modification of the Airshop Technology by any person other than Airshop or its authorized agents or contractors or (iv) any activity after Airshop has provided Merchant with a work around or modification that would have avoided such issue without materially adversely affecting the functionality or availability of the Airshop Technology. If Airshop reasonably believes that all or any portion of the Airshop Technology, or the use thereof, is likely to become the subject of any infringement claim, suit or proceeding, Airshop will procure, at Airshop’s expense, for Merchant the right to continue using the Airshop Technology in accordance with the terms hereof, replace or modify the allegedly infringing Airshop Technology to make it non-infringing, or, in the event the preceding is infeasible or not commercially practicable, Airshop may, in its sole discretion, terminate this Agreement upon written notice to Merchant. 

6.3 Process. The indemnified party shall promptly notify the indemnifying party of any Claim (provided that the failure to provide prompt notice will only relieve the indemnifying party of its obligations to the extent it is materially prejudiced by such failure). The indemnifying party shall bear full responsibility, and costs related thereto, for the defense (including any settlements); provided, however, that (i) the indemnified party gives the indemnifying party sole control of the defense and settlement of the Claim, (ii) the indemnified party, at the indemnifying party’s cost, provides all reasonable assistance, (iii) the indemnifying party shall keep the indemnified party informed of, and consult with the indemnified party in connection with the progress of such litigation or settlement; and (iv) the indemnifying party shall not have the right, 

without the indemnified party’s written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit, or proceeding, or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of the indemnified party or any affiliate of such party. 

SECTION 7: Disclaimer. 

THE AIRSHOP SITES AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE SERVICES AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION 13 (REPRESENTATIONS) ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AIRSHOP SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS. IN ADDITION TO THE PREVIOUS DISCLAIMERS, WE DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE OR OTHERWISE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS. 

SECTION 8: Limitation of Liability. 

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF AIRSHOP HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE GREATER OF (A) THE TOTAL 

AMOUNTS PAID BY YOU TO AIRSHOP DURING THE PRIOR SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM OR (B) ONE THOUSAND U.S. DOLLARS ($1,000). 

SECTION 9: Insurance. 

If the gross proceeds from Your Transactions exceed Ten Thousand U.S. Dollars ($10,000) during any month, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the term of the Agreement commercial general, umbrella or excess liability insurance with the insurance limits of at least One Million U.S. Dollars ($1,000,000) per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including product liability coverage, with policy(ies) naming Airshop as additional insureds. At our request, you will provide to us certificates of insurance, the full insurance policy, or other documents we may request for the coverage to the following address: c/o Airshop, 2261 Market Street, #4867, San Francisco, CA 94114. 

SECTION 10: Tax Matters. 

As between the parties, (A) if you are a 1P Merchant, we will be responsible for taxes, regulatory fees, levies, and charges assessed, incurred, or required to be collected or paid in connection with the sale of Your Products by us on the Airshop Site and (B) if you are a 3P Merchant, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) Airshop automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) Airshop expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by Airshop and used by you. All fees and payments for which you are responsible under this Agreement are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying Airshop any of Your Taxes imposed on such fees and any deduction or withholding required on any payment. 

SECTION 11: Confidentiality and Personal Data. 

In connection with the activities contemplated by this Agreement, each party may receive Confidential Information from the other party. Airshop and Brand agrees that for the term of the Agreement and five (5) years after termination: (a) the receiving party will use the disclosing party’s Confidential Information only as is reasonably necessary for the receiving party’s participation in the Services; (b) the receiving party will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (c) the receiving party will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (d) the receiving party will retain Confidential Information only for so long as its use is necessary for participation in the Services or to 

fulfill its statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict either party’s right to share Confidential Information with a governmental entity that has jurisdiction over such party, provided that the receiving party limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. 

Each Party hereby retains its entire right, title and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license or other transfer of any such right, title or interest whatsoever to the receiving party. 

You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may not use our name, trademarks, or logos in any way (including in promotional material) without our advance written permission. 

Generally, you may not use customer personal data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times (the above five (5) years’ term limit does not apply to customer personal data). 

SECTION 12: Force Majeure.

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make previously owed payments to the other Party hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”) that frustrates the purpose of this Agreement: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (j) emergency state; (k) shortage of adequate medical supplies and equipment; (l) shortage of power or transportation facilities; and (m) other similar events beyond the reasonable control of the Impacted Party.

SECTION 13: Relationship of the Parties. 

You and We are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Airshop, you, and customers. 

SECTION 14: Suggestions and Other Information. 

If You or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Airshop Site or Service (including any related Airshop Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions. 

SECTION 15: Modification. 

15.1. We will use commercially reasonable efforts to provide advance notice in accordance with Section 24 (Miscellaneous) for changes to the Agreement. 

15.2. However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 16 (Miscellaneous). 

15.3. Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 16 (Modification) will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement upon written notice to Airshop. 

SECTION 16: Miscellaneous. 

16.1. The laws of the State of California, United States together with the Federal Arbitration Act and other applicable federal law will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Airshop and you both consent that any dispute with Airshop or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify; (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights; and (iii) we may bring any claims related to your sale of counterfeit products on the Airshop Site in the Governing Courts and seek any remedy available under law related to those claims. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Before you may begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the Airshop adress. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its commercial rules. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location. Airshop and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration Airshop and you each waive any right to a jury trial. 

16.2. Either Party may assign or transfer its rights and obligations under this Agreement: (i) in connection with a merger, consolidation, acquisition or sale of all or substantially all of its assets or similar transaction; or (ii) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for the assigning Party as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Airshop retains the right to immediately halt any of Your Transactions, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by Airshop. Because Airshop is not your agent or the customer’s agent for any purpose, Airshop will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. 

16.3. Airshop will provide notice to you under this Agreement by posting changes to the Airshop Site to which the changes relate, by sending you an email notification. You must send all notices and other communications relating to Airshop via email at info@goairshop.com or similar means. We may also communicate with you electronically and in other media, and you consent to such communications. 

16.4. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings. 

16.5 Discount Notification. Merchant agrees to provide Airshop with advance notice of any upcoming promotional sales or discounts on Merchant's products. Such notice shall include the details of the discount, including but not limited to the percentage reduction, specific products covered, and the duration of the promotion ("Discount Period").

16.6 Discount Matching Right. During the Discount Period notified by Merchant, Airshop shall have the right to match the discount percentage offered by Merchant on the specified products covered by the promotion. Airshop's matching discount shall be applied to the affected products during the same Discount Period specified by Merchant.

16.7 Communication and Coordination. Airshop agrees to promptly inform Merchant of its intention to match a specific discount. Airshop and Merchant shall work collaboratively to ensure accurate and consistent communication of discounted prices to customers during the Discount Period.

16.8 Duration of Matching Right. Airshop's right to match the discount shall be limited to the duration of the Discount Period specified by Merchant. Airshop shall cease applying the matched discount once the Discount Period concludes, unless otherwise agreed upon in writing by both parties.

SECTION 17: Definitions. 

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity. 

"Airshop Fulfillment Units" means Units fulfilled by Airshop that are sold through an Airshop Site. 

“Airshop Site” means the website, the primary home page of which is identified by the URL goairshop.com, and any successor or replacement of such website

“Airshop Technology” means any Technology made available or provided by Airshop to Merchant for use in connection with the Services. 

"Confidential Information" means information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Airshop’s Confidential Information includes information relating to us, to the Services, or Airshop customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services; data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. In addition, for the purposes of this Agreement, customer personal data constitutes Airshop’s Confidential Information at all times. 

"Content" means copyrightable works under applicable Law and content protected by database rights under applicable Law. 

"Governing Courts" means a state or Federal court in San Francisco, California 

"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing. 

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction. 

“Order Form” means any order form, purchase order or similar ordering documentation that references this Agreement. 

"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence. 

"Sellable Unit" means a Unit that is not an Unsuitable Unit. 

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item. 

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.

"Unit" means a unit of Your Product that you deliver to Airshop in connection with the Agreement. 

"Unsuitable Unit" means a Unit: (a) that is defective, damaged, unfit for a particular purpose, or lacking required label(s); (b) the labels for which were not properly registered with Airshop before shipment or do not match the product that was registered; or (c) that is in violation of any Law, illegal, unsafe, or otherwise restricted, or does not comply with the Agreement; 

"Your Materials" means all Technology, your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to Airshop or its Affiliates. 

"Your Product" means any product that you have offered for sale and/or have made available for sale to the Airshop Site. 

"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (d) any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by Airshop or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of Your Products and other materials owned by you and stored by Airshop, shipping, gift wrapping, or other actions by Airshop in relation to Your Products. 

"Your Transaction" means any sale of Your Product(s) to Airshop under any applicable Order Form