Introduction

The terms and conditions as described in these Terms of Service apply to any User of the Services, whether it is for a paid subscription or the use of the Platform to buy or promote products and services. These Terms of Service form together with the Privacy Policy and the Data Processing Agreement.

The Services are available and offered solely to users who are 18 or older. By engaging in the use with the Platform, you represent and warrant that you are of legal age to form a binding contract (Terms) with Aztro. If you do not meet these requirements, you must refrain from using the Services. If you are entering or using the Services on behalf of a business entity, you represent and warrant that you have the authority to bind that party with these Terms. In such an event you don't, you will refrain from any further engagement with the Services.

Definitions and Interpretation

In these Terms of Service, we use capitalized words which shall have the following meaning:

1. Goods: refers to any physical, tangible item.

2. Order: refers to the request of a Retailer, Interior Designer, or Customer to purchase a Good or Goods on the Platform. In the context of this document, an Order does not form unless specified have to be confirmed by the Brand.

3. Aztro: refers to Aztro.Inc, a United States-based corporation, registered office in the state of Delaware, is 2035 Sunset Lake Road, Suite B-2, in the city of Newark, zip code 19702, and county of New Castle.

4. Aztro Content: means content that Aztro makes available through the Services, including any Content licensed from a third party, but excluding Member Content.  

5. Member: means a business or individual that has applied through the registration process, or subscribed to the use of Services as described in the "User Account and Access to Services" section described below.

6. Member Content: refers to text, graphics, images, music, software, audio, video, order information, addresses, company profile, order history, user preferences, subscriptions, or other materials of the User.

7. Purchase Order: refers to the notification or any additional confirmation in writing describing the specification of the Services that the User wishes to acquire or that confirms the use of trial or demo for the Services.

8. Platform: refers to the Aztro B2B Marketplace software, accessible through a website or application, where the Services are made available by Aztro. Inc.

9. Product Content: refers to any content provided by the Brand relating to a Good listed on the Platform, including, but not limited to, photographs, pricing, catalogs, tear sheets, product dimensions, weights, available stock videos, text, or audio.

10. Product Content Rules: the rules of conduct and guidelines of Aztro relating to the use of Product Content on the Platform as made available from time to time on the website of Aztro.

11. Buyer: Refers to a person, business, or entity using the Service to discover, view, request a quote, or purchase Goods on the Platform.

12. Design Trade: Refers to a type of Buyer business in the creative industry such as Interior Designers, Architects, and Decorators, as well as businesses involved in buying for the hospitality market.

13. Platform: For the avoidance of doubt, it is possible to be both a Brand and a retailer in these instances, both the Brand and Buyer sections of the Terms of Service apply to such User.
 
14. Services: means the online B2B Marketplace and any associated services and documentation provided by Aztro to the User, as specified in this Service Contract and amended and updated from time to time.

15. Service Contract: means the Contract between Aztro and the User, which consists of these Terms of Service and, if applicable, the Data Processing Agreement, including any schedules, appendices, and amendments.

16. Brand: refer to a person, business, or entity using the Service to offer, display, trade, or sell Goods on the Platform, also being referred to as a Brand.

17. Terms of Service: this document specifying the terms of Service for the Contract regarding the use of the Services by the User.

18. User: refers to the User of the Services, being a Buyer, Interior Designer, Architect, a Brand, or a combination of the above. For the avoidance of doubt, a User may be both Brand and Buyer.

19. User Data: means data, text, drawings, images, videos, or sounds, including the Product Content, as well as any database made up from any of the above mentioned, which are supplied by a User to Aztro in connection with the use of the Services.

20. Words: in the singular include the plural and vice versa.   

The Services

1. Description
Aztro has created a Platform where Brands can offer Goods, and Buyers can place an order for these Goods. On the Platform, Aztro will provide intermediary services for the Brand and the Buyer concerning the purchase and sale of Goods. Aztro only acts as an intermediary and cannot be held liable for the acts and omissions of the Brand and/or the Buyer on the Platform. The Services may only be used by Users who are registered businesses. 

2. Specifications
The specifications of the Services offered by Aztro and accepted by the User as described in the Service Contract. Aztro and the User may agree on additional such as customizations, paid promotions, or any other features outside of the scope of the Services, which will only be binding if confirmed in writing by Aztro.

3. Performance
Aztro will use its commercially best efforts to deliver the Services under the Contract to the User in a professional manner consistent with reasonable industry standards. 

4. Updates and changes
Aztro will use its best efforts to regularly update its Platform to repair bugs and to make small improvements. Aztro may, from time to time, further change the scope of its Services, which means that certain features may disappear, and new features may be introduced. Aztro has the right to change its Services, to its own discretion, as long as these do not materially change the core functionality of the Services. 

5. Repairs or maintenance
It may be necessary for Aztro to perform scheduled or unscheduled repairs or maintenance, or to improve or adapt the Platform, which may temporarily degrade the quality of the Services or result in a partial or complete outage of the Platform. Aztro will try to carry out such repairs or maintenance during times that will cause the least disruption to the User's business. 

6. Support
Aztro shall provide to the User support through online documentation available and providing a helpdesk that is available directly on the website, and by email during regular business hours as specified on Aztro's website. Aztro commits to answer any queries within 48 hours.

User Account and Access to Services

 1. Application
To access certain features of the Services and to be able to use the Platform for selling, buying, or interacting with subscribed Member, candidates will be required to provide certain Information (depending on the type of business or Account). Aztro reserves the right to grant access to any business or individual at their discretion, and will do its best, but not bound to explain as to why the candidate is accepted or denied access to the Services.

2. Types of Accounts 
 Types of Accounts
- Brand Account: for business or individuals who sell goods or services to Retailers, Interior Designers, Galleries, or members of the Design Trade.
- Retailer Account: for resellers who own a store and have permission (Reseller Certificate) or (Business Registration) to sell the Goods purchased from the Brands.
- Design Trade: for business entities dedicated to the use of Goods exclusively to build, decorate, or repairing an interior space or architecture structure.
- Galleries: for reseller entities devoted to collect and sell unique artifacts of design or art.
- Press: people (such as reporters, bloggers, writers, and photographers) who work for newspapers, magazines, or online magazines, with the sole purpose to publish (in some cases resell) Goods represented through the Services.

3. Creation of Account
Aztro shall create a unique account for each new User with the username and password as chosen by the User where the User can log in to use the Services.

4. Responsibilities of Account
Candidates who submit an application agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. We reserve the right to temporarily suspend or permanently terminate the Account if any information is not current or complete. Whether you are accepted or denied access to the Services or the Platform, you are responsible for safeguarding your password, and you agree that you will not disclose it to any third party. You agree that you are solely responsible for any activities or action under your Account, whether authorized them or not. In the event of unauthorized access to your Account, the User will immediately notify us to (support@aztro.trade). We reserve the right to disable any user name, password, or Account identifier, whether chosen by the User or Aztro, at any time at our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these terms. 

5. Protection
All acts that take place through the User's Account or any connected user accounts shall be attributed to and under the responsibility of the User. If the User suspects abuse of the Account, it shall immediately notify Aztro to allow Aztro to take the appropriate measures. 

6. Responsibility
All acts that take place through the User's Account or any connected user accounts shall be attributed to and under the responsibility of the User. If the User suspects abuse of the Account, it shall immediately notify Aztro to allow Aztro to take the appropriate measures. 

7. Conduct
A User is not permitted to use the Service for processes and/or acts that conflict with applicable laws or regulations or these Terms of Service or that infringes the rights of any third party. This includes, but is not limited to, the following processes and acts (i) Spamming, the sending of large quantities of unsolicited -emails with the same content, and/or the unsolicited newsgroup posting of a message with the same content in large numbers on the Internet. Also included here is spam that is sent referencing a website, email address or other Service at Aztro; Committing an infringement on copyrighted works, or defying the intellectual property rights of third parties (ii) Sexual intimidation or the harassing of persons in any way (iii) Hacking: accessing of other computers or computer systems on the Internet without having first acquired permission to do so (iv) Any other violation of (local) legislation or mandated industry guidelines. 

8. Monitoring
Aztro reserves the right to monitor the acts and behavior of the User on the Platform to ensure compliance with these Terms of Service and to improve the functionality of its Platform. 

9. Measures by Aztro
Aztro may suspend or cancel User's access to the Services and Platform immediately if Aztro, in its sole discretion, believes (i) such suspension is required by law, (ii) the User has breached any of its obligations under this Service Contract (including the obligation to pay the Fees), (iii) the User is infringing any applicable law by using the Services or the Platform (iii) there is a security or privacy risk to the User or other Users. To the extent reasonably possible, Aztro shall notify the User of a suspension in advance.

Specific Provisions Applying to Brands

1.  Brands' rights 
Aztro allows the Brands to create one or multiple storefronts on the Platform, where it can make Goods available for sale on the Platform, either to all users on the Platform or to a selected audience (e.g., only pre-approved Buyers, restricted countries, cities or Zip codes).

2. Power of attorney to Aztro
The Brand hereby gives Aztro the irrevocable power of attorney to sell the Goods listed on the Platform for the sale price as specified by the Brand  on the Platform on behalf of and in the name of the Seller to all Buyers or, if so agreed between Brand and Aztro, only Buyers as pre-approved by the Brand.

3. Goods
The Brand is responsible for ensuring that all Goods made available comply with the requirements as set out in these Terms of Service or any other rules or guidelines that may apply from time to time. All Goods must be brand new in their original condition and original packaging. Aztro reserves the right, at its sole discretion, to refuse the offering of certain Goods or to remove certain Goods offered by a Brand from its Platform. 

4. Product Content Rules
The Brand is responsible for creating professional Product Content. All Product Content published made available for sale on the Platform by the Brand must comply with:

- All text and images must comply with intellectual property laws.
- Images should not contain nudity, profanity, or offensive iconography
- The text should not include any profanity, reference to other Brands products, or reference to outside businesses and entities.

Aztro reserves the right to refuse or remove certain Product Content or to propose amendments to Product Content if it believes that it does not comply with the Product Content Rules.
 
5. License on Product Content
The Brand hereby grants to Aztro a limited, worldwide, non-exclusive, sub-licensable, transferable and royalty-free license to combine, translate, modify (for quality assurance and technical purposes only) reproduce, distribute and/or enrich the Product Content with other data obtained by Aztro, to use the Product Content internally and for marketing and promotional purposes and to allow a Buyer to use of the Product Content relating to Goods that the Buyer has purchased for their business purposes. This includes social media outlets such as Instagram, Twitter, Facebook, YouTube, or any other media outlet used to provide Services by Aztro. In the event the Brand deletes or changes any Product Content, this will not affect any (sub) license granted by Aztro to a Buyer insofar as such Buyer has used such Product Content. 

Aztro reserved the right to change the size and color of Product content with the intent to better communicate and improve customer experience. This includes product images, logos, product names, and brand names.

 
6. Receiving an Order
Aztro will initially approve the Orders and then sent it to the Brand for acceptance and processing. If Brand decides not to accept an Order, it shall submit a "Deny" request through their Dashboard, and provide proper and professional clarification as to why the Order is rejected. The Brand must notify the Buyer in 48 hours.

Rejected orders beyond the 48 hours will be subject to penalization, at Aztro's discretion. This may include transaction fees incurred by Aztro, as well as the loss of benefits such as the use of Referral Points in future Orders.
 
8. Accepting an Order
By accepting an Order, the Brand enters into a binding agreement with the Buyer to sell the Goods of the Order and to ship the Goods within the communicated lead time. 

9. Shipment
For any accepted Order the Brand shall adhere to the delivery times as indicated by it in relation to such Goods on the Platform. 

10. Fees

Transaction Fee
Aztro uses a third-party processing service, which allows it to charge the Buyer's various credit cards and bank accounts. This Transaction Fee is not covered by Aztro, and is transferred to and deducted from their earnings for each Order.

Current Transaction Fee: 3%

Aztro reserves the right to adjust the Transaction Fee, if down so by the processing service used. In such a case, Aztro will notify Brands in advance.

Payment Fee
Payment fee is the transaction cost that Aztro incurs to transfer the collected funds from Buyers to the Brand. Below are all the Payment Fees charged per payment (not per Order)

• United States USD (local ACH transfer) $4
• Canada CAD (local EFT transfer) $4
• 60+ other major countries $8
• All other countries (Swift bank wire) $15
• PayPal (PayPal fees still apply) $0

11. Commissions

Types of Commissions
Aztro charges a Commission for every Order originated through the Platform. Below are all Commission charges based on the type of Order or category.

• Opening Orders: 20% on the first Order by every new client for the Brand

• Reorders: 15% on all Reorders from the Brand

• Limited Edition Category: 25% commission

All Commissions are calculated based on the Order total, as shown on the invoice. All Commissions are based on the final prices, including any discounts offered by the Brand.

Early Adopter Commissions
Early Adopter Commissions have reduced commission rates that were offered to Brands joining before the launch of Aztro. Each Brand had a period, before the launch, to provide all necessary materials to confirm their participation with Aztro. If a Brand has not submitted all the required materials in time, any or all reduced commission rates are considered expired. Limitations to Use of Points apply to all Early Adopter Commissions. 

Referral Points
Aztro Referral Points offer Brands an opportunity to earn points in exchange for a discount on their commission rate. Each Referral Point equals to 1% that can apply towards lowering the overall Commission. Below are the limits on how many Referral Points can apply per Order type.

• Opening Order: Up to 10 Referral Points per Order, 10% minimum total Commission.

• Reorders: Up to 10 Referral Points per Order, 5% minimum total Commission.

• Limited Edition Category: Up to 10 Referral Points per Order, 15% minimum total Commission.

Limitations to Use of Points
All Brands who received the Early Adopter Commissions can only apply their Referral Points, towards Orders, after their Early Adopter Commission has expired.

No Commission
Aztro offers 0% commission for all Brands' existing accounts. For Aztro to award these terms, Brands must provide all relevant information on the Buyer, including but not limited to contact name, name of the business, the position of the contact, email address, and other relevant Information that Aztro requires.

In the event, an order is placed, and the customer is an existing client of the Brand, but Aztro was not given proper prior notice, the Brand would be charged a Commission for the Order.

12. Payments
Depending on the method and conditions of payment, Aztro may receive and should deliver the payment to Brands in installments depending on the Brands track record of communication, delivery, and service.

Standard Payment Terms
The payment will be provided in the form of 100% of the total of the Order minus Aztro's Commission, Transaction Fee, and Payment Fee, once the Brand provides proper documentation that the Goods have been shipped.

Aztro's Payment to Brand = [Order Total - (Commission + 3% Transaction Fee] + [Shipping Costs (if applicable) – 3% Shipping Transaction Fee (if applicable)] – Payment Fee

Aztro initiates the transfer of funds to Brand's Account the next business day after the Order has shipped. Payments typically take 24-48 hours, depending on the day of the Order.

The payout initiates the transfer of funds to your account the day after Order ships. Payments take 24-48 hours, depending on the day of the Order.

Preferential Payment Terms
To the Brands with outstanding i) communication with Buyers and Aztro's team ii) management of the Goods on the Platform iii) lead times and shipping terms setup iv) a good track record of fulfillment, Aztro will offer a 50% / 50% payment terms. Upon accepting an Order, Aztro will initiate the transfer of 50% of the total of the Order minus Aztro's Commission, Transaction Fee, and Payment Fee within 48 hours of the Order being processed. The second installment will be provided proforma when the Brand provides proper documentation and proof that the Goods have been shipped. All payments are made using Payment Rails. Payments processed through other payment methods such as Paypal may incur different or additional Payment Fees.

Aztro's First Payment to Brand = [50% Order Total - (Commission + 3% Transaction Fee) - Payment Fee]

Aztro initiates the transfer of funds to your Account within 48 hours after the Order is accepted. Payments typically take 24-48 hours, depending on the day of the Order.

Aztro's Second Payment to Brand = [50% Order Total + (Shipping Costs - 3% Shipping Transaction Fee) – Payment Fee]

Aztro initiates the transfer of funds to your Account the next business day after the Order ships. Payments typically take 24-48 hours, depending on the day of the Order.

Aztro reserves the right to modify Payment Terms to Brands without notice, based and not exclusively on their responsiveness to onboarding their products, setting up terms, shipping terms and costs,  performance, meeting lead time deliveries, shipment dates, customer response, defective rate, or numerous lost shipments.

Early Adopters
Early Adopters who have confirmed and submitted all integration materials by no later than May 15, 2020 are automatically enrolled in our Preferential Payment Terms. 

13. Invoicing

Brand to Buyer
Brands are responsible for filling out all their Invoice details through their Brand's Dashboard. Aztro will automatically send an Invoice with the order details to the customer. all of their relevant business information

Aztro to Brand
Aztro will provide an Invoice within 48 hours of orders placed the total of the Order and the schedule of Payments.

14. Adjustments
Aztro is entitled to adjust the Fees on an annual basis. Aztro shall notify the User of the Fee adjustment at least 60 days in advance. If the User does not agree with the Fee adjustment, it shall be entitled to terminate the contract as per the effective date of the Fee adjustment

15. Representations and Warranties
The Brand represents and warrants concerning the Product Content that:

I. The Brand has all legal and beneficial rights necessary to publish to the Product Content on the Platform.

II. The Brand is entitled to grant a license in relation to the Product Content to Aztro and the Buyers on the Platform.

III. The Product Content is free and clear of any third party rights.

IV. The Product Content is not unlawful, harassing, defamatory, obscene, inappropriate in any other way, or violating or infringing any applicable laws or third party rights (including intellectual property rights).
The Brand represents and warrants in relation to the Goods that:

V. The Brand has all legal and beneficial rights to offer the Goods for sale on the Platform and to sell the Goods to Buyers.

VI. The Goods are free and clear of any third party rights.

VII. The Goods are not unlawful, harassing, defamatory, obscene, inappropriate in any other way, or violating or infringing any applicable laws or third party rights (including intellectual property rights).

VIII. The Brand is not aware of any defects to any Goods listed on the Platform at the time of selling.

IX. The Goods will comply with the specifications as specified on the Platform and with the rules and guidelines that apply from time to time.

The Brand further represents and warrants:
X. It is and will remain for the duration of the Term in compliance with all applicable laws and regulations and all policies and guidelines as made available by Aztro with respect to its activities under and in connection with the Service Contract.

XI. All Information published by the Brand on the Platform, including delivery and shipment times, is true, accurate, and not misleading.

16. Indemnity
The Brand hereby indemnifies and holds harmless Aztro from any losses, expenses, liabilities, damages, and costs resulting from (i) a claim from a Buyers in connection with the use of the Services by the Brand and (ii) a claim from any third party in connection with a breach of the representations and warranties by the Brand.

17. Warranty claims, returns and complaints
The Brand shall be responsible for the adequate and professional handling of all queries, warranty claims, return requests, and complaints from Buyers relating to Goods offered and Ordered. 

18. Additional obligations
For the purpose of stimulating proper and safe trade on the Platform, Aztro may, from time to time, publish additional rules and guidelines setting out extra obligations of the Brand in connection with the use of the Platform. These additional rules and guidelines will apply and be binding upon the Brand as from the date of publication. Such rules and guidelines will be named "Guidelines for Brand's."

19. Account Cancelation
If you breach any of these Terms, Aztro will have the right to suspend, disable your Account or terminate these Terms, in its sole discretion and without prior notice to the User. Aztro, reserves the right to revoke your or your employees' use of the Services and the Product Content and Platform at any time, with or without cause. In the event Aztro terminates these Terms due to your breach, you will be liable and responsible for any balance, orders, or duties held by these Terms. You may cancel your Account at any time by sending an email to support@aztro.trade.

Brand Guidelines 

Guidelines
Customer satisfaction is of the utmost importance to the long-term health and success of the Aztro community. We put in place minimum performance standards for areas within a Brand's control, such as communications, order fulfillment, issue prevention, and prompt issue resolution. We track and measure how well you as a Brand are adhering to these performance metrics and fulfillment policies. Reviewed individually and as a whole, these metrics help us determine whether a Brand is meeting Aztros's expectations on delivering an excellent experience for Buyers.

We aim for you and your Brand to be successful at scale with Aztro, and will reach out to notify you of your Account being flagged for quality and/or service issues. We have summarized the key metrics we monitor below:

Catalogue Maintenance

● Accurate and In-stock product listings
● Catalog completeness
● Late Shipment Rate
● Valid Tracking Rate
● Time to Accept New Orders
● Damaged & Missing Order Rate
● Backorder Rates
● Return Rates
● Cancellation Rate
● Responsiveness & Service
● Responding to Retailer Inquiries
● Resolving Missing or Damaged Orders

Brand accounts flagged as having consistently exceeding these thresholds and/or violating Aztros policies or good faith may result in the suspension or deactivation of your Account. 

Specific Provisions Applying to Buyers

1. Buyers Rights
Aztro allows the Buyers to place Orders with Brands and to buy Goods on the Platform. 

2. Access to Services
To purchase Goods through the Platform as a Buyer, you need to establish a Buyer Account, which has no cost. When you sing up as a Buyer, you will be required to submit customary Information such as your identification, business identification, type of business, location, and other Information we deem relevant to accept your application. All Buyer accounts are required to provide a Reseller ID number or Business EIN, VAT number depending on the type of purchasing activity you want to engage in with Brands.

3. Placing an Order
By placing an Order, which is accepted by Aztro and the Brands, the Buyer enters into a binding agreement with the Brands to purchase the Goods and to pay the purchase price for the Goods as specified in the Order. The Order may be subject to additional terms and conditions as imposed by the Brands. 

4. Payments
By submitting payment details in conjunction with registering for a Buyer Account and/or purchasing Goods, you agree to pay for the Goods purchased and any applicable taxes and other fees that may accrue, and authorize us to charge the payment method with the Information you have supplied to us, and/or to credit such payment method to make any adjustments if necessary. We reserve the right to correct any errors in pricing. We, and the Brand, have the right to refuse any order.

5. Disclaimer of warranties
Aztro does not give any implicit or explicit warranty as to the quality, fitness, or the delivery times of the Goods purchased by the Buyer on the Platform. Aztro cannot be held liable by the Buyer for any acts or defaults of the Brands. The Buyer acknowledges that Aztro does not have the power or control to inspect or verify any Goods sold on the Platform. 

6. Information and statements on the Platform
All Product Content and other Information and statements provided on the Platform concerning, amongst others, the characteristics of the Goods are given by and on behalf of the Brands and do not constitute any obligation or commitment by Aztro. 

7. Indemnity
The Buyer hereby indemnifies and holds harmless Aztro from any losses, expenses, liabilities, damages, and costs resulting from (i) a claim from a Brand in connection with the use of the Services by the Buyer and (ii) a claim from any third party in connection with a breach of the representations and warranties by the Buyer. 

8. License on Product Content
Aztro hereby grants to the Buyer a limited, worldwide, non-exclusive, non-sub-licensable, non-transferable, and royalty-free license to use the Product Content. This License is limited to Product Content relating to Goods that the Buyer has validly purchased on the Platform and solely to resell the Goods. Aztro is entitled to revoke this License when the Service Contract ends. 

9. Representations and warranties
The Buyer represents and warrants that;

i) it is fully authorized to enter into this Contract, to place Orders, and to purchase Goods on the Platform.

ii) it is not aware of any restrictions concerning the purchase of the listed Goods in the region of delivery and/or region where the Buyer is registered.

iii). it shall not sell or distribute Goods ordered on the Platform on any third party marketplace including but not limited to Amazon, Faire, Orderchamp, Bol.com, eBay and Rakuten.

iv) it shall keep fully confidential and not disclose to any third party the sale prices and applicable discounts relating to the Goods on the Platform, except for the suggested retail prices (MSRP).

v) it will offer the Goods on the Platform against the lowest wholesale price possible and shall not offer or sell the same Goods against lower costs through a different channel and will take into Account a reasonable margin given the MSRP or Suggested Retail Price as recommended by the Brand on the Platform.  

Buyer Guidelines

Buyers will ensure to hold the highest standard of ethic and professional behavior, including:

● Following each Brand's Suggested Retail Price
● Discount the product throughout the year, beyond holiday or seasonal periods.
● Resale products on other Marketplaces such a Bol, Amazon, Ebay, Beslist, or similar.
● Use product content without purchasing a product; this includes images, branding, or other marketing materials.
● Promote or advertise other business through Aztro channels
● Promote or seduce Brands to take orders outside of Aztro
● Dispute an order for Return or Exchange without first contacting the Brand, or following the designated steps.
● Promote or engage in any fraudulent activity

Buyers who violate the Buyer Guidelines will be penalized or their Account disabled. 

Non Circumvention

1. Restrictive covenant
User acknowledges and agrees that for the duration of this Service Contract, it shall not seek, ask or seduce other Users to do business or trade with other Users outside of the Platform provided that this restriction does not apply for business relations between Users that do not originate from the Platform. In the event of a breach of a User of this covenant, Aztro is entitled to suspend or restrict the use of the Platform by such User, notwithstanding the right of Aztro to claim any damages suffered.

2. External Communications
Users will refrain from sharing personal emails or contacts in their communication with other Users. Aztro reserves the right to monitor and inspect all conversations between Users that use the Services and the Platform

3. Duty to notify
User agrees to immediately notify Aztro in the event that another User proposes to make or receive payment outside of the Platform in violation of this Terms, by sending an email to support@aztro.trade, or any of Aztro's available contact channels. 

Prohibited Uses

USERS AGREE NOT TO DO ANY OF THE FOLLOWING

1. Post, upload, publish, submit or transmit any Content that: (a) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances.

2. Use, embed, display, mirror or frame the Site or Application, or any individual element within the Services, Aztro's name, trademark, logo or other proprietary Information, or the layout and design of any page or form contained on a page, without Aztro's express written consent or as enabled by features made available by Aztros (e.g., widgets) (you may link to Aztro's homepage, so long as you do not imply or suggest any form of association, approval or endorsement on our behalf without our express written consent but you may not link to the Site in a libelous, misleading or otherwise unlawful manner, or in any way that violates these Terms);

3. Access, tamper with or use non-public areas of the Site or Application, Aztro's computer systems or the technical delivery systems of Aztro's providers;

4. Attempt to probe, scan, or test the vulnerability of any Aztro's system or network or breach any security or authentication measures;

5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Aztro or any of Aztro's providers or any other third party (including another user) to protect the Services or Collective Content;

6. Attempt to access or search the Services or Collective Content or download Collective Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Aztro or other generally available third party web browsers;

7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other forms of solicitation to, though, or with any assistance from, the Services;

8. Use any meta tags or other hidden text or metadata utilizing a Aztro's trademark, logo, URL or product name without Aztro's express written consent;

9. Use the Services or Collective Content in any manner not permitted by these Terms;

10. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Collective Content to send altered, deceptive or false source-identifying information;

11. Attempt to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services or Collective Content;

12. Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming or mail-bombing the Services;

13. Collect or store any personally identifiable information from the Services from other users of the Site, Services or Application without their express permission and in a manner that doesn't violate Aztro's Privacy Policy;

14. Impersonate or misrepresent your affiliation with any person or entity;

15. Violate any applicable law or regulation; or

16. Encourage or enable any other third party to do any of the previous.

Aztro will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Aztro may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms. You acknowledge that Aztro has no obligation to monitor your access to or use of the Services or Collective Content or to review or edit any Collective Content, but has the right to do so to operate the Services, to ensure your compliance with these Terms, to investigate a complaint or to comply with applicable law or the Order or requirement of a court, administrative agency or other governmental body. Aztro reserves the right, at any time and without prior notice, to remove or disable access to any Member Content or Collective Content that Aztro, in its sole discretion, considers violating these Terms or otherwise harmful to the Services. Aztro reserves the right to cooperate fully with law enforcement and to involve and share Information with law enforcement, governmental agencies, or other oversight bodies if Aztro suspects illegal activity may be taking place.

Taxes

Sales Tax for Interior Design and Collector Orders
Sales tax will be added to an order if either Aztro or the seller has nexus to collect sales tax in that state, regardless of whether the transaction is intrastate (within the same state), interstate (between two different states), or international (from a non-US location to the US).

Retailers Exemption Requirements
Aztro will not collect sales tax on an Orders from  Buyers  who have provided a valid resale certificate for the state the item is being shipped. In order to be tax exempt, your business must provide Aztro a copy of your valid state-issued resale certificate, not just a resale number. Please note, the "seller" or "vendor" section must be left blank and must not say "Aztro" Once you've submitted a valid resale certificate, the resale certificate may be applied to future orders within that state purchased for resale, unless you have indicated the purchase is not for resale. Orders must be submitted after you receive confirmation from Aztro that your resale certificate has been approved. 

Returns 

All Brands represented on Aztro Platform agree to a 7 day return policy, in the event of the Goods are damaged, misrepresented, or delayed.

Order Cancellation
If the Brand has not accepted the Order, the Buyer has the right to cancel the Order at any point. Buyers can cancel Orders within 24 hours of Brand accepting the Order. If Buyer decides to cancel an Order after the 24-hour window, Brand may at their discretion deny the cancellation. The Buyer acknowledges that they have read each of the Brands' Policies in regards to Cancellations and Restocking fees.

Late Shipment 
If an Order has not shipped within the promised lead time by the Brand, the Buyer should contact the Brand directly through their Aztro Order Management system to resolve. If the Brand does not address the situation, the Buyer can contact Aztro, and potential accommodation will be determined. The Brand should provide tracking information as well as updates on Orders that have shipped. If Buyer opens a shipment inquiry, due to late shipment and/or miscommunication, the Brand will be subject to a deduction of 3%, on their payment, for each week that the shipment of the Order is delayed or the issue not addressed. If a shipment is delayed by a partial week (e.g. one and a half weeks), the Brand will incur prorated penalty amount for the portion of the second week. 

Defective Goods
If the Buyer receives Goods that are damaged or defective, please contact the Brand immediately through Aztro Order Summary found on "My Profile." Any damaged products should be carefully documented and photographed for both Aztro and the Brand's records. Defective returns will be accepted for exchange or repair, at Brand's discretion, within 7 days from the date of delivery. If there is no exchange or replacement required, the Brand has the right to impose a restocking fee, based on the condition of the Goods returned. The Brand has the right to deny refund or credit after 7 days.

All Goods must be diagnosed "defective" by the Brand before they can accept it as a defective return. If the Goods are claimed to be defective, and after testing found not to be faulty, the Buyer refund will be reduced by the actual shipping costs incurred and a restocking fee based on the condition of the item returned.
Please save all packaging materials until you are confident that your item is not defective. Goods without original packaging may be subject to a restocking fee or possible rejection of credit. You are responsible for securely and adequately packing the returned item to avoid any damage.

Customized Goods
Some Goods offered on Aztro, such as customized or bespoke, are not eligible for returns unless they arrive damaged or with missing parts.

Undeliverable, Unauthorized or Refused Returns
Packages without a Return Management Authorization ID will be refused upon arrival. Brands may impose a restocking fee plus any applicable shipping and handling charges for refused or undeliverable shipments. Additional charges may apply if the Goods are not returned in 100% complete condition in the original, unopened packaging.
The quickest way for Brands to handle a return is for the Buyer to accept delivery and then contact them about sending the Goods back.

Flash Title
With respect to Brands located in the United States, as soon as you accept an Order from a Buyer, title to the product(s) in the Order passes to Aztro before passing to the Buyer. If the Buyer cancels the Order before you shipping the Order, or if the Buyer cancels the Order because the shipment has been delayed or is past the expected shipping date, then the title passes back to you.

Privacy and Personal Data Protection

When carrying out the Services, Aztro may be provided access to or otherwise obtain or handle Information relating to identified or identifiable individuals (Personal Data). The processing by Aztro of Personal Data relating to the Users shall be described in the Privacy Policy, which is made available on www.aztro.trade/pages/terms-and-conditions. Aztro's processing activities relating to Personal Data in its capacity as a processor on behalf of the User following the United States General Data Protection Regulation shall be described and governed by a separate Data Processing Agreement.

User Data

1. Ownership
All intellectual property rights, including copyrights and database rights, on any User Data, shall belong exclusively to such User. Aztro shall have a limited right of use relating to the User Data for the sole purpose of delivering and improving its Services and for promotional and marketing purposes.

2. Back-up
The User understands and agrees that the download and upload of any User Data through Aztro is done at the User's own risk and that Aztro cannot guarantee a back-up of the User Data. The User will be solely responsible for a timely and adequate back-up of the User Data and prevention of any loss or damage to their computer system or User Data.
 

Disclaimer of Warranties

Aztro does not give any guarantee in relation to the performance and availability of the Services and the Platform. The Services are provided "AS-IS" and, to the extent permitted by law, Aztro hereby disclaims all implicit or explicit warranties or fitness for a particular purpose. All advice that Aztro gives and notifications and statements that Aztro provides concerning, amongst others, the characteristics of the Services are entirely free of obligation and are supplied by Aztro as non-binding Information. 

Confidentiality

1. Definition of Confidential Information
Confidential Information means any information, whether in written, verbal or another form, that relates to Aztro or the User (or any of its businesses) and which is disclosed to the other party in connection with the Service Contract or on the Platform, including but not limited to (i) is at the relevant time of disclosure publicly available or become so other than as a result of a breach of the Service Contract, (ii) is received by the other party from a third party who did not acquire it in confidence or (iii) is independently developed by the other party without any breach of the Service Contract. 

2. Confidentiality Undertaking
Aztro and the User shall, during the Term of the Service Contract and for an indefinite term after the expiry of the Service Contract, keep strictly confidential and secret and shall not disclose to any third party any confidential information relating to the other party unless specifically permitted under the Contract or necessary to perform its obligations under the Contract. Aztro and the User shall further safeguard confidential Information from disclosure using no less than a commercially reasonable standard of care. 

3. Exclusions for Confidentiality
The obligation of confidentiality shall not apply to any party who is required by law or by any governmental authority to which it is subject to disclose any Confidential Information, in which case such party shall be entitled to disclose the Confidential Information provided that it (i) notifies the other party in writing of the disclosure, to the extent permitted, (ii) it consults with the other party how to minimize or avoid the disclosure and (iii) receives a confidentiality undertaking to the same level as in this Contract form the party to whom the Confidential Information is (to be) disclosed. 

4. Breach of confidentiality undertaking
If either party learns that a person or entity has gained unauthorized access to the other party's Confidential Information, such party shall immediately notify in writing the party whose Confidential Information has been compromised, providing the full particulars of such access or disclosure.

Security

Aztro has taken all reasonable appropriate technical and organizational security measures to protect the Platform and the data stored on it against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network.

Liability

1. Exclusion of liability
To the extent legally possible, Aztro does not assume, nor does it authorize any person or entity to assume on its behalf, any other liability in connection with the provision of the Service and the use of the Platform. In no event shall Aztro be liable to a User or to any third party for any loss of profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from the User's use of the Services, even if Aztro has been advised of the possibility of such damages. 

2. Limitation of liability
Notwithstanding anything to the contrary contained herein, the liability of Aztro to the User for any damages arising from the User's use of the Platform or the Services (for any cause whatsoever and regardless of the form of the action), will be limited to the Fees paid by such User relating to a period of three months. The limitations of liability provided in these Terms of Service serve Aztro, shareholders, affiliates, and to all of our respective officers, directors, employees, attorneys, and agents, and, in each case, liability is limited to the fullest extent as permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to the User, who may also have other legal rights that vary from jurisdiction to jurisdiction.

Force Majeure

1. Occurrence of Force Majeure
Limitations or impediments to the provision of Services can occur that lie outside the sphere of influence of Aztro and are caused by Force Majeure. If Aztro, as a result of such Force Majeure, is limited in complying with its obligations under the Service Contract, it is entitled to suspend the carrying out of Service Contract. The User has, in that case, no right to damage, costs, or interest compensation. 

2. Definition of Force Majeure
Force Majeure includes the following: technical terms and conditions of the internet beyond the influence of Aztro, impediments as a result of the hardware and software that the User uses or caused by the technical infrastructure it uses, disruptions to the electricity supply, hacking, Denial of Service Attacks, strikes, fire, accident or staff illnesses, unforeseen problems by Aztro and every other circumstance that is not exclusively dependent on the will of Aztro.

Duration, Extension and Termination

1.Term
The Service Contract shall have an initial term of twelve months or any other term as specified in the Order Form (the Initial Term).
2. Renewal
Upon expiry of the Initial Term, the Term of the Service Contract shall automatically renew for periods of 12 months, unless specified otherwise in the Order Form (Renewal Term).
3. Termination as per the end of a term
User or Aztro is entitled to terminate the Service Contract as per the end of the Initial Term or Renewal Term (jointly referred to as Term) by sending written notification, including by email or through the user section on the Platform, to the other party observing a notice period of one month.
4. Termination by Aztro
Aztro is entitled to terminate the Service Contract with immediate effect by giving the User written notice without any liability for damages, in the event of: a breach by the User of its obligations of the Service Contract which, to the extent possible and upon receipt of a notice thereof with a reasonable remedy period from Aztro, the User has not remedied, The (impending) suspension of payments or bankruptcy of the User.
5. Consequences of termination
Upon termination of the Service Contract, the User shall no longer have access to the Services and the Platform. Aztro is entitled to terminate the User accounts and to delete all User Data on the Platform or make it inaccessible. Termination of the Service Contract by Aztro shall not limit the User's obligation to pay all applicable fees and shall be without prejudice to any other remedies available to Aztro.
6. Surviving License to use Product Content
Termination of the Agreement of a User does not obligate Aztro or any other Users to stop or cancel the use of the Product Content provided by the User.
7. Survival of other provisions
After termination of the Service Contract, regardless of nature, the provisions that are intended by their terms to survive the Service Contract will remain valid and in force.

Changes to the Agreement

The User acknowledges and agrees that Aztro may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on its website and by notifying the User. Such amendments to the Terms of Service are effective as of the date of posting. The Users continued use of the Services after the amendment of the Terms of Service constitutes the agreement to, and acceptance of, the amended Terms of Service. If a User does not agree to any of the changes to the Terms of Service, it shall notify Aztro within 2 weeks of the date of posting these amendments. Aztro shall review grounds on a case-by-case basis.

Choice of Law and Forum

1.Applicable law
The Service Contract shall exclusively be governed by the United States of America, New York State.

2. Competent court
The competent courts in New York shall have exclusive jurisdiction to settle any dispute in connection with the Service Contract without prejudice to the right of appeal and that of appeal to the Supreme Court.

Amicable User Dispute Mediation

In the event that a dispute arises between two Users relating to an Order which has a financial impact not higher than two times the list price of the Goods in dispute plus delivery costs, Aztro may choose to act as an independent mediator in relation to this dispute. The User agrees that the outcome of this Mediation is binding, and the User accepts any handling charges that may be incurred in connection with the Mediation.  

Amicable User Dispute Mediation

In the event that a dispute arises between two Users relating to an Order which has a financial impact not higher than two times the list price of the Goods in dispute plus delivery costs, Aztro may choose to act as an independent mediator concerning this dispute. The User agrees that the outcome of this Mediation is binding, and the User accepts any handling charges that may incur in connection with the Mediation.

Final Provisions

1. Assignment
User may not assign any of its rights or obligations under the Service Contract without Aztro's prior written consent. Aztro may, without User's prior consent, assign its rights and obligations under the Service Contract to a third party.

2. Severability
If one or multiple provisions or requirements of the Service Contract violate governing law, the validity of other provisions or conditions shall not be affected thereby. It shall be enforced and remain in full force and effect. In the place of the null or invalid provisions, a suitable regulation shall apply which mirrors, as closely as possible, the intention of the parties and the economic result aimed for by them, in a legally effective way.

3. Waiver
The failure of Aztro to exercise or enforce any of the rights and/or provisions set out in the Service Contract shall not constitute a waiver of set rights and/or provisions. Any waiver of any provision of Service Contract shall only be effective if made in writing and signed by Aztro.
4. Notices

All notices to Aztro can be done by email to legal@Aztro.com.