Participation Agreement
Welcome to the AsiaGoShopping.biz site (the "Site") and our auction and selling services (the "Services"). Any person who wants to access the Site and use the Services to sell items must accept the terms and conditions of this Participation Agreement without change. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.
AsianPay Co. Ltd. ("AsiaGoShopping") reserves the right to change any of the terms and conditions contained in this Participation Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Participation Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING ASIAGOSHOPPING'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGxREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.

1. Eligibility. Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register, you must provide your real name, address, phone number, e-mail address, and valid credit card information.

2. Sellers' Listing Fees and Payment Terms. Please review the Fee Schedule and Payment Terms contained in the Help section for Marketplace and Auctions listing fees. All listing fees are in Thai Baht  unless stated otherwise and are incorporated herein by reference. The Fee Schedule and Payment Terms may vary in the future. The Fee Schedule and Payment Terms in effect on the date of sale of the item shall govern the transaction. You should check the fees and terms each time you participate. All fees, including but not limited to subscription plan fees, are payable upon demand on a Visa, MasterCard, American Express, Discover, JCB, or Diners Club credit card. By listing an item for sale on the Site, you authorize AsiaGoShopping to charge your credit card for amounts due.

3. Applicable Policies and Guidelines. You agree to abide by the procedures and guidelines--contained in the Help section--for conducting fixed price sales and auctions, which are incorporated by reference into, and made part of, this Participation Agreement. The procedures and guidelines contained in the Help section explain the processes and set out acceptable conduct and prohibited practices. We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you. You should refer regularly to the Help section to understand the current procedures and guidelines for participating and to be sure that the items you offer for sale can be auctioned or sold on the Site. You will provide to us (using the processes and timing that we designate) any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information publicly available.

4. AsiaGoShopping's Role. AsiaGoShopping provides a platform for third-party sellers ("Sellers") and buyers ("Buyers") to negotiate and complete transactions. AsiaGoShopping is not involved in the actual transaction between Sellers and Buyers and is not the agent of and has no authority for either for any purpose. As a Seller, you may list any item on the Site unless it is a prohibited item as defined in the procedures and guidelines contained in the Help section , or otherwise prohibited by law. Without limitation, you may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is up to the Seller to accurately describe the item for sale or auction. As a Seller, you use the Site and the Services at your own risk.

5. The AsiaGoShopping Payment Service. IN ORDER TO SELL ITEMS IN MARKETPLACE AND/OR AUCTIONS, YOU MUST REGISTER WITH ASIAGOSHOPPING AND USE THE ASIAGOSHOPPING PAYMENT SERVICE (the "Payment Service").

a. The Payment Service facilitates the purchase of Seller items listed on the Site. A Buyer's authorized credit card payment ("Payment Transaction") is credited to a registered Seller's Account Summary, and funds are periodically transferred to the Seller's designated checking/saving account ("Seller's Account"). Alternatively, eligible Sellers may opt to purchase an AsiaGoShopping.biz gift certificate with funds from a payment transaction to the extent that AsiaGoShopping offers such an option. The Buyer may authorize a Payment Transaction with any major credit card accepted by AsiaGoShopping. The Payment Service helps facilitate Auctions and Marketplace transactions and is not the purchaser of the Seller's goods. Seller will resolve any dispute directly with Buyer or with the assistance of the AsiaGoShopping.biz  Guarantee and not through the Payment Service. Seller must register online with AsiaGoShopping to use the Payment Service. You must provide us true and accurate information when registering and must maintain and update that information as applicable. Seller will not impersonate any person or use a name he or she is not legally authorized to use. Seller authorizes us to verify his or her information (including any updated information), to obtain credit reports about Seller in order to approve Seller for use of the Payment Service and also from time to time while Seller is registered with the Payment Service (including credit reports about Seller's spouse if Seller lives in a community property state), and to obtain an initial credit authorization from Seller's credit card issuer at time of registration.

b. The Payment Service is available only to individuals and others who meet the terms of eligibility for the AsiaGoShopping online selling community, who have been issued a credit card by a Thailand or International bank, and whose applications are acceptable to AsianPay Gateway. Transactions can be credited only to registered and verified bank checking/saving accounts or used to purchase AsiaGoShopping.biz gift certificates (to the extent permitted by AsiaGoShopping)Sellers may also use the bank account provided to AsiaGoShopping for the Payment Service when making retail purchases on the AsiaGoShopping.biz web site, subject to AsiaGoShopping's Terms and Conditions for Payments from a Bank Account. Sellers waive any rights with respect to the Service when shipping to an address other than that provided by the Service.

c. The Payment Service is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance. We can initiate Payment Transaction credits to Seller's Account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Participation Agreement, a Business Day is a Monday through Friday, excluding federal banking holidays. We will inform you of each completed transaction using our standard procedures. In addition, you can access your Payment Service transaction information online in your Seller Account. You may access the Seller's Transactions feature only with a browser that is compatible with the Payment Service, including any security features that are a part of the Payment Service.

d. If in an Auctions transaction the Buyer has overpaid for a purchase, you may refund the Buyer through the Payment Service for the amount of the overpayment or to send a refund otherwise owed to Buyer related to the purchase. Similarly, in an Auctions transaction, if the Buyer has underpaid for a purchase, you can request that the Buyer pay the amount still owed through the Payment Service. For Marketplace sales, you may refund the Buyer through the Payment Service for up to the entire purchase amount. You may not create invoices for Marketplace sales or for Auctions transactions

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e. All balances for a given 30-day period will be reflected in the Seller's Account Summary. We will initiate a credit to Seller's Account on a rolling 30-day cycle ("Payment Date") based on the original date of Seller's registration with the Payment Service or on the next Business Day if the scheduled Payment Date falls on a non-Business Day. If Seller requests a change to the scheduled Payment Date, the 30-day cycle will be reset to the requested Payment Date. When you either initially provide or later change your bank account information, you must wait 30 days to either (1) request a transfer to Seller's Account or (2) purchase an AsiaGoShopping.biz gift certificate within the 30-day cycle. After 30 days, you may either request transfers to Seller's Account or purchase an AsiaGoShopping.biz gift certificate (if available) at any time within the 30-day cycle via the Seller's Account Summary page. We will initiate a transfer to Seller's Account on each Payment Date and, based on your preferences, either (1) initiate a transfer to Seller’s Account or (2) initiate your purchase of an AsiaGoShopping.biz gift certificate (if available), in either case for the total amount of Payment Transactions you received from Buyer's authorized credit card transactions, less any refunds, or for funds you otherwise received since the last Payment Date. The amount of the fees for Payment Transactions will be posted to Seller's Account Summary and will be deducted from the balance of credits in the Seller's Account Summary to be remitted to you on the next Payment Date. When a Seller purchases an AsiaGoShopping.biz gift certificate (if available), funds for Payment Transactions will be posted to the balance in the Seller’s gift certificate account on the Site.

f. Transfers to the Seller's Account will generally be credited within five Business Days of the date we initiate the transfer. On occasion, we may send Seller a paper check instead of an electronic credit to Seller's bank account. We will do so, for instance, if Seller's bank will not accept an electronic credit to Seller's Account.

g. As a security measure, we may, but are not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to Seller: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a Buyer to withdraw from a transaction because the Payment Service is unavailable following the commencement of a transaction.

 

h. If we reasonably conclude based on information available to us that Seller’s actions and/or performance in connection with the Services may result in a significant number of Buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Agreement for the shorter of: (a) a period of 90 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any Seller actions and/or performance in connection with this Agreement.

i. All notices will be sent by e-mail or will be posted on the AsiaGoShopping Web site. We will send notices to Seller at the e-mail address maintained in AsiaGoShopping's records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. Seller will send notices to us at the following address: AsianPay Co. Ltd., 214/4 Ban Tawai Road, Banwean, Hangdong, Chiang Mai 50230 Thailand. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the Business Day after transmission if properly addressed to the intended recipient. If not sent by e-mail, notice may be provided in writing and mailed Thailand Mail, postage paid, registered mail properly addressed or personally delivered by express courier such as UPS, FEDEX or others. Registered mail is properly addressed if sent by us to the address maintained in our records for Seller. Registered mail is properly addressed if sent by Seller to the current address published by us on our Web site. Registered mail is deemed received three Business Days after it is deposited in the Thailand Mail. A notice sent by express courier is deemed received when personally delivered to the intended recipient or to a person with apparent authority to receive such delivery on behalf of the intended recipient.

j. There is no fee for registering for the Payment Service. The fees for using the Payment Service in Marketplace listings are included in the Marketplace listing fees (which means there are no additional fees for use of the Payment Service). Fees for using the Payment Service in Auctions listings are posted in our Help pages and incorporated herein by this reference. We may, in our sole discretion, waive, reduce, or reverse charges or fees for a specific transaction.

k. We may refuse service to anyone for any reason. We may earn interest or other compensation from the balances in our bank accounts that result from the timing difference between our being paid by Buyer and our bank account being debited to pay Payment Transaction credits to Seller. We reserve the right to seek reimbursement from Seller if we, in our sole discretion, decide to reimburse Buyer under the terms of the AsiaGoShopping.biz Guarantee, provide a refund to Buyer if Seller cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer's credit card issuer for the amount of Buyer's purchase from Seller. We may obtain such reimbursement by deducting from future payments owed to Seller, reversing any credits to Seller's Account, charging against gift certificates held in Seller’s Account (if any) that were purchased with Payment Transaction Funds, charging Seller's credit card, or seeking such reimbursement from Seller by any other lawful means.  You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.

l. Seller may terminate his or her participation in the Payment Service at any time by informing us using the standard method then-currently provided by AsiaGoShopping for such termination, and we may terminate Seller's participation in the Payment Service at any time without notice to Seller. Upon termination, Seller must pay us whatever fees were incurred prior to the effective date of the termination. Also upon termination, any pending transactions will be canceled.

m. We reserve the right, upon termination, to set off against any payments to be made to Seller, an amount determined by us to be adequate to cover chargebacks and refunds from Seller’s Account for a prospective three-month period. At the end of such three-month period following termination, we will refund any amount not used to offset chargebacks and refunds to Seller, or seek reimbursement from Seller via any of the means authorized in Section 5(k) above for any additional amount required to offset chargebacks and refunds, as applicable.

6. AsiaGoShopping Reservation of Rights. AsiaGoShopping retains the right to immediately halt any auction or fixed price sale, prevent or restrict access to the Site or the Services, or take any other action to restrict access to or availability of objectionable material, any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the procedures and guidelines contained in the Help section.

7. AsiaGoShopping Participation. AsiaGoShopping and its affiliates itself may participate in auctions from time to time. When AsiaGoShopping or its affiliates offers goods for auction, it is no different than any other Seller engaged in an auction and will abide by the same procedures and guidelines contained in the Help section. In addition, employees of AsiaGoShopping and its affiliates are permitted to participate in their personal capacity (i.e., not as AsiaGoShopping employees, representatives, or agents of AsiaGoShopping or its affiliates) in the transactions conducted through this Site (unless they have confidential information about a particular item). Employees of AsiaGoShopping and its affiliates, when participating in any transaction in their personal capacity, are subject to this Participation Agreement and the same

procedures and guidelines contained in the Help section as any Buyer or Seller on this Site.
8. Your Transactions

a. For sales where a Seller lists goods at a fixed price ("fixed price sales"), the Seller is obligated to sell the goods at the listed price to Buyers who meet the Seller's terms. By listing an item in a fixed price sale or by auction, you represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and are not misleading or otherwise deceptive.

b. For auctions, unless a Seller specifies a "reserve price," all auction items are "without reserve," i.e., the Seller must sell the auctioned item to the highest bidder that meets or exceeds the minimum price. If a Seller sets an undisclosed "reserve price," the Seller is not obligated to sell unless the reserve price is met or exceeded. Once the auction closes, the Seller is obligated to complete the transaction.

c. For fixed price sales, Seller will determine the purchase price for each item he or she lists on the Site via and subject to AsiaGoShopping.biz standard functionality for listing the purchase price; provided, that Seller must abide by the same procedures and guidelines contained in the Help section with respect to pricing.

9. Your Obligation. By entering into this Participation Agreement and posting a listing for auction or fixed price sale, you agree to complete the transaction as described by this Participation Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

10. Sales, Use, or Similar Taxes. You agree that it is the Seller's and the Buyer's responsibility to determine whether sales, use, or similar taxes apply to the transactions and to collect, report, and remit the correct tax to the appropriate tax authority. You also agree that AsiaGoShopping is not obligated to determine whether sales, use, or similar taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction.

11. Refund Obligation. Sellers must provide a full refund via AsiaGoShopping to any Buyer who remits payment, whether the Buyer paid directly or through AsiaGoShopping, if the item cannot be shipped at the close of the sale. Seller must provide the refund promptly, but in no case later than thirty (30) days following the close of the sale. Any Buyer who believes he/she may be entitled to a refund on this basis can contact the Seller directly.

12. Password Security. Your password may be used only to access the Site, use the Services, electronically sign your transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.

13. Illegal Activity

a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of Thailand and International laws. Fraudulent conduct may be reported to law enforcement, and AsiaGoShopping will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

b. Investigation. AsiaGoShopping has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. AsiaGoShopping also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings and bids. AsiaGoShopping reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.

c. Disclosure of Information. AsiaGoShopping also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect AsiaGoShopping's systems and customers, or to ensure the integrity and operation of AsiaGoShopping's business and systems, AsiaGoShopping may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

14. Privacy; Use of AsiaGoShopping Transaction Information.

a. Read the AsiaGoShopping.biz Privacy Notice. The Privacy Notice may be changed by us in the future. You should check the Privacy Notice frequently for changes. AsiaGoShopping and its affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any "Customer Communication Preferences" (or similar preferences or requests) you may have indicated on the Site or by any other means. When you sign up to sell items on the Site, some personally identifiable information about you, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by potential buyers.

b. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your affiliates from AsiaGoShopping or its affiliates (or otherwise) as a result of the Agreement, the transactions contemplated hereby or the parties’ performance hereunder (collectively, “AsiaGoShopping Transaction Information”), except you may disclose this information as necessary for you to perform your obligations under this Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information. The terms of this Section 14(b) do not prevent you from using other information that you obtain separately from the AsiaGoShopping Transaction Information, even if such information is identical to AsiaGoShopping Transaction Information, provided that you do not target communications on the basis of the intended recipient being an AsiaGoShopping.biz user.

15. No Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. ASIAGOSHOPPING MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

b. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;

c. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF AUCTION OR FIXED PRICE SALE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED;

d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND

e. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF ASIAGOSHOPPING. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ASIAGOSHOPPING DISCLAIMS ANY AND ALL SUCH WARRANTIES.

16. General Release. BECAUSE ASIAGOSHOPPING IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE ASIAGOSHOPPING (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

17. Indemnity/Limitation of Liability.

a. Indemnity and Defense. You will defend, indemnify and hold harmless AsiaGoShopping and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Participation Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity; and "Seller Taxes" means any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the AsiaGoShopping.biz Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

b. Limitation of Liability. ASIAGOSHOPPING WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPATION AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

18. Applicable Law. The Site and the Services are arranged, sponsored, or managed by AsiaGoShopping in Chiang Mai, Thailand. The laws of Kingdom of Thailand govern this Participation Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any dispute with AsiaGoShopping or its affiliates relating in any way to these terms and conditions or your use of the Services in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 shall be adjudicated in any court in Chiang Mai, Thailand, and you consent to exclusive jurisdiction and venue in such courts.

19. Disputes. Because AsiaGoShopping is not the agent of either Seller or Buyer for any purpose, AsiaGoShopping will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction. AsiaGoShopping urges Sellers and Buyers to cooperate with each other to resolve such disputes.

20. Your Grant. By entering into this Participation Agreement and listing an item, you grant AsiaGoShopping and its affiliates a nonexclusive, worldwide, royalty-free, irrevocable right to exercise all copyright, trademark rights, and rights of publicity over the content you submit to AsiaGoShopping and its affiliates in any existing or future media, known or unknown, now or at any later date. You represent and warrant that you own or otherwise control all of the rights to the content you submit to AsiaGoShopping and its affiliates, and that the use of such materials by AsiaGoShopping and its affiliates will not infringe upon or violate the rights of any third party.

21. Termination. AsiaGoShopping, in its sole discretion, may terminate this Participation Agreement, access to the Site or the Services, or any current auctions or fixed price sales immediately without notice for any reason. AsiaGoShopping, in its sole discretion, also may prohibit any Seller from listing items for either auctions or fixed price sales.

22. General Provisions

a. Entire Agreement. This Participation Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notice and Conditions of Use, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

b. No Agency; Third-Party Beneficiary. AsiaGoShopping is not the agent, fiduciary, trustee, or other representative of you. Nothing expressed or mentioned in or implied from this Participation Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Participation Agreement. This Participation Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of AsiaGoShopping, you, and relying Buyers or Sellers.

c. Severability. If any provision of this Participation Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

d. No Waiver. We will not be considered to have waived any of our rights or remedies described in this Participation Agreement unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. AsiaGoShopping's failure to enforce the strict performance of any provision of this Participation Agreement will not constitute a waiver of AsiaGoShopping's right to subsequently enforce such provision or any other provisions of this Participation Agreement.