HT ARCADE ONLINE MARKETPLACE TERMS OF USE

Your Privacy

We know your personal information is important to you, so it’s important to us. Our Privacy Policy details how your information is used when you use our Services. By using our Services, you're also agreeing that we can process your information in the ways set out in the Privacy Policy, so please read it here. Both HT Arcade and sellers process members’ personal information (for example, buyer name, email address, and shipping address) and are therefore considered separate and independent data controllers of buyers’ personal information under. That means that each party is responsible for the personal information it processes in providing the Services. For example, if a seller accidentally discloses a buyer’s name and email address when fulfilling another buyer’s order, the seller, not HT Arcade, will be responsible for that unauthorized disclosure. If, however, HT Arcade and sellers are found to be joint data controllers of buyers’ personal information, and if HT Arcade is sued, fined, or otherwise incurs expenses because of something that you did as a joint data controller of buyer personal information, you agree to indemnify HT Arcade for the expenses it occurs in connection with your processing of buyer personal information.

Registration & Access To Marketplace

In order to use our Services, you need to register and set up an account. You must at all times, keep your registration details accurate and must be up-to-date. You will not share your password or login details with any other person. Any breach of these terms will result in termination in accordance with our below Cancellation and Termination clause. In addition, you agree to fully indemnify us for any and all claims as a result of you using our Services or for any third party claims which may result from your Content, or any business you conduct with any other user or Buyer. We are also not responsible for any claim by any third party which may be a result of your links, material or Content on your website, business or otherwise. Marketplace Design and Access. If HT Arcade accepts your registration on the Marketplace, HT Arcade will provide you access to the Marketplace as a platform for you to post offers for sale to Product Listings and facilitate the sale of your Products to buyers. HT Arcade may determine or change any aspect of the Marketplace without notice to you. HT Arcade may stop providing you access to the Marketplace without notice to you. Permits and Licenses. You shall obtain all permits and licenses required to operate your business in accordance with Applicable Law at your own expense. You shall pay all or commission which may be due for selling or offering for sale of your Products on the Marketplace.

In connection with using or accessing the Services you will not: post, list or upload content or items in inappropriate categories or areas on our site; breach or circumvent any laws, regulations, third-party rights or our systems, policies, or determinations of your account status; (c)use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our site, services, applications or tools, or are a person with whom transactions are prohibited under economic or trade sanctions; (d)fail to pay for items purchased by you, unless you have a valid reason, for example, the seller has materially changed the item's description after you order, a clear typographical error is made, or you cannot contact the seller. ( e)fail to deliver items sold by you, unless you have a valid reason as set out in an, for example, the buyer fails to comply with the posted terms in your listing or you cannot contact the buyer; (f)manipulate the price of any item or interfere with any other user's listings; (g)post false, inaccurate, misleading, deceptive, defamatory, or libelous content; (h)transfer your HT Arcade account and user ID to another party without our consent; (i)distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes; (j)distribute viruses or any other technologies that may harm HT Arcade or the interests or property of users; (k)use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of HT Arcade; (l)interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure; (m)export or re-export any HT Arcade application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions; (n)infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to HT Arcade. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to HT Arcade or someone else; (o)infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belong to you; (p)commercialize any HT Arcade application or any information or software associated with such application, except with the prior express permission of HT Arcade; (q)harvest or otherwise collect information about users without their consent; or circumvent any technical measures used to provide the Services.

Seller Content & Product Listings

Sales of Products on the Marketplace are between Seller and buyer; HT Arcade is not the seller and is not a party to such transactions. Your listing of Products on the Marketplace does not imply that HT Arcade endorses or is affiliated with Your Products. You shall ensure that all information and data you provide to HT Arcade is accurate, not misleading, and complies with Applicable Law. You shall ensure that all electronic information and data you transmit to HT Arcade or a Customer does not contain any harmful code or other feature designed to obtain unauthorized access to or information from or damage or degrade in any manner any computer system, application, or code. Product Listings. You shall create Product Listings or offers for sale posted to Product Listings using the HT Arcade Portal for all Products you intend to sell on the Marketplace. If you create Product Listings, you shall create Product Listings that comply with Applicable Law, our Product Listing Policy, and any specifications posted in the HT Arcade Portal, and that are accurate and appropriate for the Marketplace. You shall ensure that HT Arcade use of Your Product Listings will not (1) violate any intellectual property rights of non-parties; (b) contain defamatory or discriminatory content; (c) constitute an invasion of a party’s rights of privacy or publicity; or (d) reflect unfavorably on HT Arcade, the Website and/or other Users on the Website; You shall not create Product Listings that: offer products that are inauthentic, counterfeit, replicas; offer any Restricted Products; offer Products you do not currently have in stock; (d)promote or engage in any deceptive trade practice (including spoofing, slamming, cramming, phishing, or attempting to scam or defraud an HT Arcade Customer into surrendering private and/or personal information); (e)contain nudity or pornographic, obscene, or offensive content; or (f)use any HT Arcade trademarks or imply that HT Arcade endorses or approves the Product Listing. Product Listing Maintenance. You are responsible for your own Product Listings, including updating your Product Listings to ensure that they are accurate and comply with this agreement. Product Pricing. You shall establish prices for your Products in compliance with this agreement. You will enter pricing using the HT Arcade Portal, unless HT Arcade approves another method in writing. Seller Pricing Errors. If you provide incorrect pricing information in a Product Listing (a “Your Pricing Error”), HT Arcade may, at your expense, take any commercially reasonable action necessary to avoid or repair harm to HT ARCADE due to your Pricing Error, including requiring you to honor all Product purchases at the erroneous price and compensating buyers for any inconvenience caused by a your Pricing Error. You shall reimburse HT Arcade for all losses, expenses, or liabilities HT Arcade incurs as a result of Your Pricing Errors. Product Sale, Delivery, Return, and Customer Service Customer Orders. Processing Customer Orders. HT Arcade shall process Customer Orders on behalf of Sellers and collect all amounts due for Products that Customers order from Sellers through the Marketplace. After processing a Customer Order, HT Arcade shall email Seller a notice of the Customer Order at the email address that Seller identified in the HT Arcade Portal. If HT Arcade believes a transaction is erroneous, duplicate, contrary to the Marketplace Policy, or fraudulent, it may stop, cancel or prohibit the transaction. Transfer of Customer Payments. Seller hereby appoints HT Arcade as an agent of Sellers for the sole and express purpose of receiving payments from Customers for Seller’s Products sold on HT Arcade Marketplace. As between Seller and a buyer who purchases Products from Seller, HT Arcade’s receipt of funds from the Customer will be deemed the receipt of funds by the Seller. HT Arcade shall transfer the amount HT Arcade collected from the Customer, less any amounts Seller owes to HT Arcade, to Seller using the processes set forth in these terms of Use. Taxes. Responsibility for Sellers Taxes. Sellers are responsible for: determining whether Seller Taxes apply to a Customer Order; collecting, reporting, and remitting the correct Seller Taxes to the appropriate tax authorities; reviewing, determining, and maintaining the correct product tax rate; reviewing all tax-exempt transactions. HT Arcade is not responsible for: determining whether Seller Taxes apply to a Customer Order; collecting, reporting, or remitting Seller Taxes to any tax authority (except as required by Applicable Law to do so); calculating, reporting, collecting or paying any product-based excise taxes or any fees or surcharges; providing support for tax exemptions based upon the identity of any individual, corporation or other entity, or the intended use of a product by any individual, corporation or other entity; Overdue Orders. HT ARCADE may cancel any Customer Order that Sellers do not deliver within the delivery period specified in this Agreement. HT Arcade is not required to compensate any Seller for any such cancelled order. It is the Seller’s responsibility to monitor all orders and ensure all deliveries are made within the timeframes specified in this Agreement. Delivery Errors. Sellers are responsible for any non-delivery or delivery error in connection with the delivery of the Products. Customer Returns. Sellers Will Handle Returns. Sellers will handle any Customer returns of their Products. If a Seller accept a Customer return, the Seller shall provide notice of the return to HT Arcade in the manner set forth in these Terms of Use. If the Seller provide HT Arcade notice of a return, HT Arcade shall refund the Customer for all amounts HT Arcade collected from the Customer for that Customer Order, and Sellers shall return to HT Arcade all amounts HT Arcade transferred to Sellers for that Customer Order. HT Arcade is not required to accept or process returns of Products. If a Customer attempts to return a Product to HT Arcade or one of its affiliates, HT Arcade may accept that return. If HT Arcade accepts the return, it will deliver the Product to the Seller, and the Seller shall reimburse HT Arcade for any delivery or processing costs, and any other losses, expenses, or liabilities HT Arcade incurred in accepting the return. Seller Return Policy. Sellers are required to have their return policy (the “Seller Return Policy”). Sellers shall honor all Customer returns of Products in accordance with the Seller Return Policy published at the time a Customer purchased a Product. The Seller Return Policy must: apply to all Products; outline the process for Customers to return the Products directly to Seller; and be at least as accommodating to Customer returns as the applicable Marketplace’s return policy and Seller’s own return policy. Recalled Products; Defective Products. Sellers shall immediately notify HT Arcade of any recall affecting a Product and shall immediately remove the Product Listing or its offers for sale posted to the Product Listing for that Product from the Marketplace. Sellers are responsible for all defective or recalled Products, including any losses, expenses, or liabilities related to recalls of their Products, and will bear all losses, expenses, or liabilities related to notifying Customers of and handling recalls of Sellers Products. Customer Service Issues. Sellers shall handle all customer service issues related to the Seller’s Products. HT Arcade is not responsible for handling customer service issues related to Seller’s Products, and HT Arcade may direct Customers who contact it with service issues related to the Products to contact the Seller using the contact information the Seller has provided. If a Seller does not handle a customer service issue or a request from HT Arcade to handle that issue, HT Arcade may take any actions necessary to ensure Seller’s compliance, and HT Arcade will not be liable to the Seller for any results of those actions. If the Seller does not handle a customer service issue to HT Arcade’s satisfaction, HT Arcade may contact the Customer and take any action to resolve the issue. Chargebacks. HT Arcade may charge Seller for losses, expenses, or liabilities HT Arcade incurs related to Customer disputes related to the Seller’s marketplace transactions or Products (“Chargebacks”). If HT Arcade wants to charge the Seller for a Chargeback, it will send the Seller a notice of that Chargeback. If HT Arcade sends to the Seller a Chargeback notice, the Seller will respond and will provide HT Arcade any information requested in the Chargeback notice within five (5) business days of receiving the notice. If the Seller does not respond to the Chargeback notice to HT Arcade’s satisfaction, HT Arcade may charge the Seller for the Chargeback, and the Seller will reimburse HT Arcade for the Chargeback. The Seller will not be responsible for Chargebacks due to: theft or unauthorized use of a Customer’s payment account information for which HT Arcade is responsible (except to the extent that theft or unauthorized use is attributable to the Seller); or HT Arcade’s failure to send the Seller a notice of Customer Order. Commissions Commissions. The Sellers shall pay HT Arcade commissions on all amounts HT Arcade collects on the Seller’s behalf for sales of Products on the Marketplace, as provided by HT Arcade. Intellectual Property Grant of License by HT Arcade. HT ARCADE hereby grants the users a non-exclusive, revocable, non- transferable license to promote and sell Products on or through the Marketplace to Customers, subject to the terms of this Agreement. You hereby grants HT Arcade a royalty-free, non-exclusive, irrevocable, worldwide right to use and to reproduce, modify, display, distribute, perform, re-format, merge, create derivative works of or otherwise commercially or non-commercially exploit in any manner user Information with the right to sublicense such rights through multiple tiers. HT Arcade shall not alter any Marks from the forms provided by you except to the extent necessary for presentation, so long as the relative proportions of the marks remain the same. HT Arcade may also use your Information in any way that is allowed without a license from you under Applicable Law. User Information” means any document or data that you upload to the HT Arcade Portal or provides to HT Arcade. Ownership of Intellectual Property Rights. HT Arcade will own all rights, title and interest in and any IP Rights in the Marketplace and all data collected or stored in connection with the Marketplace. Except as expressly provided in this agreement, you will not have any ownership in or license to any such rights. If you are deemed to have any ownership interest or rights in all or any part of the foregoing, then you shall assign all of those interests and rights to HT Arcade. HT Arcade may use any User Information to create, develop, or modify the Marketplace or any other HT Arcade concept, brand, software code, product, or feature (“Improvements”), and HT Arcade will own any Improvement and any IP Rights in an Improvement. Ownership of Content. You will own all Marks and User Information subject to 6.3 and the License you granted HT Arcade in this agreement. Infringement of Non-Party Rights. You shall ensure that your Products and User Information do not infringe the intellectual property rights of a non-party. You shall immediately notify HT Arcade of any actual or alleged infringement of any intellectual property right of a non-party in connection with the Products or User Information. You are responsible for any losses, expenses, or liabilities related to any actual or alleged infringement of a non-party’s intellectual property rights in connection with your Products or User Information. Term and Termination Start and Term. This Agreement starts when Seller registers on this Marketplace and continues until terminated by either party. Termination. You may terminate this agreement for any reason by notifying HT Arcade as then specified in the Portal. HT Arcade may terminate or suspend your account (and any related accounts) and your access to the Services at any time, for any reason, and without advance notice. If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our Services, for example, to sell or buy on our website. HT Arcade may refuse service to anyone, at any time, for any reason. If you or HT Arcade terminate your account, you may lose any information associated with your account, including Your Content. HT Arcade reserves the right to change, suspend, or discontinue any of the Services at any time, for any reason. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services. Effect of Termination. Upon termination, any rights or obligations of a party with respect to any outstanding sale transaction (including fulfillment and returns) will survive until completed. Any termination of this agreement will be without prejudice to the rights of either party against the other with respect to any claim, right, or obligation arising before the termination. Any obligations of the Parties relating to limitations on liability, confidentiality and indemnification, as well as any other obligations under this Agreement that by their nature are intended to survive, including any payment or customer service obligations in connection with the sale of Products hereunder, will survive termination of this Agreement for a period of two (2) years. Disclaimer of Warranties HT Arcade hereby disclaims all warranties, representations, or guarantees of any kind, arising from any source, related to the Marketplace or any services, information, or products available through any links on any Marketplaces. HT Arcade is providing the Marketplace on an “as is” and “as available” basis, and your use of the Marketplace is at your own risk. HT Arcade does not warrant that your use of the Marketplace will be uninterrupted, error-free, or virus-free. HT Arcade does not warrant or guarantee you results from using the Marketplace, the sale of any Products on the Marketplace, or any services provided by HT Arcade to you in connection with the Marketplace. If you are a buyer you understand that HT Arcade does not manufacture, store, or inspect any of the items sold through our Services. We provide the venue; the items in our marketplace are produced, listed, and sold directly by independent sellers, so HT Arcade cannot and does not make any warranties about their quality, safety, or even their legality. Any legal claim related to an item you purchase must be brought directly against the seller of the item. You release HT Arcade from any claims related to items sold through our Services, including for defective items, misrepresentations by sellers, or items that caused physical injury (like product liability claims). You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. HT Arcade is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. Limitation of Liability Regardless of whether HT Arcade is aware or has been advised of the possibility of the following losses, expenses, or liabilities, HT Arcade will not be liable to you under any claim or theory for any special, direct and indirect, consequential, or punitive damages, or for any lost profits, revenues, business, or data. HT Arcade aggregate liability from any Seller claims related to this agreement will not exceed the total amount the Seller paid to HT Arcade under this agreement. Indemnification You will indemnify and hold us (including our affiliates and subsidiaries and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of HT Arcade's Services or your breach of any law or the rights of a third party. Confidentiality; Privacy; Data and System Integrity Definition of Confidential Information. “Confidential Information” means: (1) any technical or business data or information that an HT Arcade Party provides to you regardless of whether marked or identified as “Confidential”, and (2) the operations and technology to be utilized in connection with the Marketplace. Confidential Information does not include information that: (a )pertains to goods that are sold or distributed by Seller to other retailers; (b)is already in your possession and not covered by a confidentiality obligation; (c )becomes publicly available without action or fault on your part; or (d)you obtain from a non-party without that non-party’s breach of an obligation or duty. Treatment of Confidential Information. You shall use Confidential Information only for performing under this agreement. You shall preserve the confidentiality of any Confidential Information and any record containing Confidential Information. You shall not disclose or permit the disclosure of such information or records to any non-party except: (A) to obtain services necessary to perform under this agreement, (B) to obtain legal, tax, or accounting services, or (C) to respond to a valid subpoena or similar process. You shall not disclose Confidential Information or records containing Confidential Information to a non-party unless the non-party has a legal obligation to maintain the confidentiality of the information and you reasonably believe the non-party will in fact maintain the confidentiality of the information. If You seek to disclose Confidential Information you will provide HT Arcade reasonable notice before disclosing the information, and HT Arcade may reasonably respond to the proposed disclosure. Return or Destruction. You shall promptly return or destroy any Confidential Information or records containing Confidential Information at HT Arcade’s request, except to the extent the information or records are: (1) contained in backup media used as such, (2) required to be maintained under Applicable Law, or (3) necessary for purposes of prosecuting or defending a claim related to this agreement. Customer Personal Information. Definition. “Customer Personal Information” means any data or information related to identified or identifiable Customers. Use of Customer Personal Information. HT Arcade will own all Customer Personal Information that it or Sellers collect. Sellers shall use Customer Personal Information only in accordance with Applicable Law and only to perform Seller’s obligations or exercise Seller’s rights under this agreement or as necessary for legal compliance. Sellers shall not: transmit Customer Personal Information to any non-party except for purposes of performing under this agreement; use Customer Personal Information to send marketing materials to or contact any person except for purposes of performing under this agreement; (c )solicit additional information from a Customer or related individual; Protection of Customer Personal Information. Sellers shall protect Customer Personal Information from unauthorized access, use, deletion, degradation, encryption, or disclosure (a “Data Breach”). Sellers shall maintain industry standard data security measures and processes in Terms of the Data Privacy and Information Security Act. Seller shall not transmit Customer Personal Information in any unsafe manner or to any person unless Seller reasonably believes that person will maintain the confidentiality and security of the information. If Sellers learn of any Data Breach, Sellers will immediately notify HT Arcade of the breach and will cooperate fully with HT Arcade to respond to the breach. Use of Marketplace Systems. Sellers Credentials. Sellers shall maintain the security of Seller’s log-in credentials to the Marketplace. Sellers are responsible for any expense, loss, or liability caused by the loss or breach of those credentials. No Unauthorized Use. You shall not use a Marketplace or any of its systems, code, or APIs: to violate the security of, or gain unauthorized access to, any computer, computer network, or other device or system; to discover passwords or security encryption codes; to use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of a Marketplace; to collect any information about Customers; to reformat or frame any portion of the Website; to attempt to duplicate all or any part of the Marketplace or its code, or to attempt to reverse engineer or decompile any code, or to attempt to create a substitute or competing marketplace service; in a manner that would be detrimental to the function of the Marketplace or to other sellers’ or Users’ use of or access to the Marketplace. No Archive Use. Users acknowledge that HT Arcade is not providing archive services and that the Marketplace is not intended to function as an archive. You are responsible for maintaining independent archival and backup copies of Your information. Governing Law & Disputes The laws of Zimbabwe govern all matters relating to this agreement. Disputes. All disputes related to this agreement will be filed and heard exclusively by a court of competent jurisdiction in Zimbabwe. Miscellaneous Use of Subcontractors. Seller may use subcontractors in its performance under this agreement. If a Seller uses subcontractors, the Seller will: (a) be responsible for the acts or omissions of its subcontractors, and (b) require subcontractors to act in compliance with this agreement. HT Arcade may require a Seller to stop using any subcontractor for any reason. Invalidity; Waiver. No finding that any part of this agreement is invalid will affect the remaining portions of this agreement. The waiver by any party of a breach of any provision of this agreement by the other party, will not be construed as a waiver of any subsequent breach of the same or any other provision of this agreement, nor will any delay or omission by either party to exercise or enforce any right or remedy under this agreement operate as a waiver of any right or remedy. Assignment. You shall not assign or transfer any of your rights or obligations under this agreement without HT Arcade’s written consent. Any such attempted assignment or transfer will be void. Insurance. You shall maintain insurance coverage and limits as required by Applicable Law and this Agreement. Notice. Unless otherwise specified in this Agreement, HT Arcade may provide notices to you through the HT Arcade Portal, or at the address, email address, or fax, Seller specifies in the Portal. You shall send all notices to HT Arcade through the Portal. All notices provided by HT Arcade to you through the Portal, or by email, fax, or any other form of electronic communications will be construed as being “in writing”. Relationship of Parties. This agreement does not create any partnership, joint venture, agency, sales representative, or employment relationship between the parties. This agreement is for the sole benefit of HT Arcade, Customers, and Sellers, and any Users and there are no other intended non-party beneficiaries of this agreement. 12. Changes to the Terms HT Arcade may update these Terms from time to time. If we believe that the changes are material, HT Arcade will definitely let you know by posting the changes through the Services and/or sending you an email or message about the changes. That way you can decide whether you want to continue using the Services. Changes will be effective upon the posting of the changes unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.