ANNUAL MEMBERSHIP AGREEMENT

Thank you for your interest in 1Point Commerce.

Thank you for your interest in 1Point Commerce.

MEMBERSHIP AGREEMENT

This Membership Agreement ("Agreement") is entered into and made effective as of [Effective Date], by and between:

  1. 1Point Commerce, a division of Abbadai Group S.A., registered under the laws of Panama, with its principal place of business at:

61 Damascus Street,

Amman, 11183,

Jordan

Website: www.1commerce.com

Email: info@1commerce.com

  1. [Member's Name], an individual or entity (hereinafter referred to as "Member").

Collectively, 1Point Commerce and Member may be referred to as the "Parties."

WHEREAS, 1Point Commerce operates a global B2B platform known as "The Network" designed to facilitate international trade and commerce; and

WHEREAS, Member desires to join 1Point Commerce and gain access to The Network, subject to the terms and conditions herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valuable considerations, the Parties hereby agree as follows:

Article 1 - TERM

The initial term of this Membership shall be one year from the Effective Date. The Effective Date of this agreement is the date when you apply for membership, and your application is approved.

Article 2 - MEMBERSHIP SERVICES

This Agreement governs the Member's access and usage of 1Point Commerce's website (www.1commerce.com) and related services (collectively referred to as the "Membership Services"). By accessing or using any Membership Services and accepting this Agreement, Member agrees to comply with its terms. If Member does not agree to these terms, they should cease using the Membership Services immediately.

Article 3 - MEMBERSHIP TYPES AND DUES

1Point Commerce offers the following annual membership types and dues:

  1. Entry-Level Membership: Free, with a 5% commission on sales. Members must list at least five products within 30 days and ten products within 60 days to maintain their membership status.

  2. Annual Membership: $795 per year, with no commissions.

  3. Commission-Based Membership: $395 per year, plus a 1% commission on sales. Members must list at least five products within 30 days and ten products within 60 days to maintain their membership status.

All membership types are annual memberships and are valid from the day of approval for one year. Each membership entitles the member to add up to 50 items in any of the main sections: Products For Sale, Products Wanted, Services Offered, Services Wanted, Liquidations, Joint Ventures, and Tenders. Members can purchase additional bundles of 50 items for $100 per bundle. These bundles expire concurrently with the membership.

1Point Commerce reserves the right to change membership dues without prior notice.

Article 4 - MEMBERS' OBLIGATIONS

Member agrees to:

  • Pay all applicable membership dues.
  • Abide by 1Point Commerce's "Code of Ethics" as may be amended.
  • Provide accurate and complete information on The Network and update it as needed.
  • Complete the Membership Application Form accurately.
  • If the Member applies for Entry-Level or Commission-Based membership, they must also list a minimum of 5 products within 30 days of membership approval and a minimum of 10 products within 60 days.

Article 5 - 1POINT COMMERCE'S OBLIGATION

1Point Commerce will strive to maintain and expand The Network for the benefit of its Members.

Article 6 - DISCLAIMERS

  1. 1Point Commerce Not a Transaction Party: Member acknowledges and agrees that 1Point Commerce, its officers, directors, and affiliates, are not and shall not be considered a party to any transaction between buyers and suppliers using The Network. Buyers and suppliers independently enter into agreements to complete transactions, and 1Point Commerce assumes no responsibility for any liabilities or disputes arising from such transactions. Member acknowledges that 1Point Commerce is a facilitator of business interactions and does not participate in or oversee individual transactions between Members.
  2. Use of Member-Provided Content: Member understands and agrees that content provided by Members on The Network may be used by 1Point Commerce under a royalty-free license. 1Point Commerce may use such content to enhance and promote The Network and its services, subject to any applicable privacy and data protection laws.

Article 7 - REGISTRATION:

Members are responsible for maintaining the security and confidentiality of this information. In the event of a lost or forgotten password, members can request a password reset through the provided mechanisms on the platform.

Article 8 - USE

Member agrees not to use Membership Services for unlawful purposes, to harass others, or to violate intellectual property rights, among other prohibitions.

Article 9 - FEES

Member agrees to pay membership fees as specified at the time of execution through 1Point Commerce's online payment system.

Article 10 - RELEASE

Member releases 1Point Commerce and its representatives from claims arising from disputes with other Members.

Article 11 - OWNERSHIP OF INTELLECTUAL PROPERTY

Member acknowledges that 1Point Commerce owns The Network and associated trademarks, with the right for Member to use them per this Agreement.

Article 12 - TERMINATION

1Point Commerce may terminate this Agreement immediately without notice. Member may terminate this Agreement with 30 days' written notice. Fees paid are non-refundable upon termination, and certain events may lead to immediate termination.

Article 13 - LIMITED LICENSE

Member is granted a limited, revocable, non-exclusive license to use the Membership Services for personal, non-commercial use only.

Article 14 - THIRD-PARTY SERVICES

Certain Membership Services may integrate with third-party websites, services, or content. 1Point Commerce assumes no responsibility for such Third-Party Services.

Article 15 - MEMBER CONSENTS

Member agrees to provide accurate and up-to-date information and promptly notify 1Point Commerce of any changes to their personal information.

Article 16 - DATA PROTECTION

1Point Commerce takes measures to protect personal information but cannot prevent all security breaches.

Article 17 - CHANGE IN ADDRESS

Members will be notified of any changes to 1Point Commerce's address.

Article 18 - ASSUMPTION OF RISK

Member voluntarily assumes any risks associated with participating in Membership Services.

Article 19 - INDEMNIFICATION

Member agrees to defend and indemnify 1Point Commerce against legal claims arising from their use of Membership Services.

Article 20 - REPRESENTATION

Member represents that they are at least 18 years old and legally capable of entering into this Agreement.

Article 21 - ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the Membership Services and supersedes all prior agreements.

Article 22 - COUNTERPARTS

This Agreement may be executed in counterparts, each of which constitutes a single agreement.

Article 23 - SURVIVAL

Obligations imposing continuing obligations shall survive Agreement termination.

Article 24 - SEVERABILITY

If any part of this Agreement is held invalid or unenforceable, the remaining parts remain in force.

Article 25 - DISPUTE RESOLUTION

Disputes will be resolved through personal negotiation and binding arbitration in Panama City, Panama, waiving the right to a jury trial.

Article 26 - GOVERNING LAW

This Agreement is governed by the laws of Panama.

Article 27 - NOTICES

All notices shall be in writing and addressed to the Parties at their addresses provided in this Agreement.

Article 28 - HEADINGS

Headings are for convenience and do not affect the Agreement's provisions.

IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date.

1POINT COMMERCE - a division of ABBADAI GROUP S.A.