Terms of Service

1. Agreement Overview
   Parties: This Agreement is entered into between Empower Tribe Commercial FZE ("ET") and the Distributor ("Partner").
   Term: Effective from the commencement date until terminated as set forth herein.
   Execution: This Agreement is legally binding upon execution by authorized representatives of both Parties.
   
   • This Agreement is non-exclusive and does not guarantee minimum purchase or sales volumes unless expressly stated.
   • No partnership, joint venture, or agency relationship is formed under this Agreement.
   
   
2. Responsibilities and Operations
   
   • Partner shall manage distribution, sales, and customer support/service within its designated territory.
   • Partner shall not make false or disparaging statements about Music Tribe products and its brands.
   • Partner shall maintain its own sales platform/storefront and implement modifications as reasonably requested by ET to meet branding standards.
   • Partner is responsible for ensuring its sales team is trained on products and uses the latest documentation provided by ET.
   
   
3. Product Pricing and Orders
   
   3.1.Price List:
   

   • Products shall be sold in accordance with the official ET Price List.
   • Prices may include packaging, shipping, customs, and logistics unless otherwise specified.
   • Pricing for unlisted products shall be determined on a case-by-case basis.

   
   
   3.2.Price Adjustments:
   

   • Prices may be revised based on market and regulatory conditions, or supplier adjustments.
   • Orders fully paid and submitted prior to the price change shall remain unaffected.

   
   
   3.3.Ordering and Resale:
   

   • Partner may purchase and resell Products solely to ET-approved third parties.
   • Orders must follow ET's defined ordering procedures.
   • Partner shall maintain adequate inventory following a first-in, first-out (FIFO) methodology.
   • Resale of Products outside the assigned territory requires ET's prior written approval.

   
   
4. Payment Terms
   
   4.1.Currency and Method:
   

   • All payments shall be made in USD via wire transfer unless otherwise agreed in writing.
   • Unless otherwise agreed, full payment must be made within 10 calendar days from the date of the Proforma Invoice, as specified in the Order Policy.
   • Deductions are not permitted unless supported by an official credit note issued by ET.
   • Partner shall bear all associated bank fees and charges.

   
   
   4.2.Disputes and Adjustments:
   

   • Payment disputes must be submitted within 14 days of invoice date, accompanied by relevant documentation.
   • Overpayments will be applied as credit or refunded, subject to mutual agreement.
   • Payment obligations remain in effect during the resolution of service-related claims.
   • All invoices must be paid in full without deduction, set-off, or withholding, unless mandated by law.

   
   
   4.3.Late Payments:
   

   • Late payments shall accrue interest at 1.5% per month or part thereof.
     
     • For Prepayment Customers, interest begins on the 11th day after the Proforma Invoice is issued.
     • For Net Term Customers, interest begins on the first day the Commercial/Tax Invoice is overdue.
   • ET reserves the right to suspend deliveries for overdue accounts or terminate Partner.
   • Partner shall be liable for any collection costs incurred by ET.
   • Incomplete or incorrect payment details may result in non-processing of invoices and subsequent interest charges.

   
   To ensure accurate processing, either of the following information must be provided with each remittance:
   

   • Proforma Invoice Number
   • Commercial/Tax Invoice Number
   • Shipment Number

   
   
   4.4.Customer Credit Management:
   

   • Any Partner benefiting from net payment terms who defaults on three (3) separate payment obligations shall be reclassified as a Prepayment Customer. Upon such reclassification, the Partner shall be required to settle the full payment for all future orders in advance of delivery.
   • Payment Reminder Process:
     
     • 1st Letter: Interest applied; account blocked.
     • 2nd Letter: Interest applied; account remains blocked.
     • 3rd Letter: Interest applied; account remains blocked.
     • 4th Letter: Interest applied; account remains blocked.
     • 5th Letter: Interest applied; account blocked; legal collection initiated.
   • Partner accounts shall be blocked from Day 1 of any receivable aging and reinstated only upon full payment.

   
   
5. Reporting and Collaboration
   
   • Partner shall submit inventory, order, and sales reports as requested.
   • The Parties agree to cooperate on marketing, technical support, and social outreach initiatives.
   • Partner must inform ET within 7 days of any changes in ownership, business structure, or contact details.
   
   
6. Delivery, Risk and Ownership
   Delivery Terms (Incoterms): Deliveries shall be governed by either FCA or DDP, as specified per transaction:
   
   6.1.FCA (Free Carrier):

   • Risk and title transfer to the Partner upon handover to the first carrier.
   • The Partner shall bear all local charges incurred after the goods have been loaded at the factory warehouse (e.g., trucking, terminal handling, local documentation). ET will act as the Exporter of Record and will manage all required export documentation for customs clearance in China.
   • The Partner must submit a detailed breakdown of local charges, along with supporting documentation, to [email protected] no later than 48 hours before the scheduled warehouse loading. This ensures smooth export processing; non-compliance may cause delays or denied port entry for cargo.
   • A 1.5% warehouse storage fee will apply if goods are not collected within 14 days of payment receipt.

   
   
   6.2.DDP (Delivered Duty Paid):

   • Risk and title transfer upon delivery to the Partner’s designated location.
   • ET bears all duties, transport, and clearance responsibilities.

   
   
   6.3.Delays:

   • ET shall not be held liable for delays caused by force majeure or circumstances beyond its control.

   
   
   6.4.Product Inspection:

   • Partner must inspect all goods upon receipt and report any issues within 7 days.
   • Damaged goods must be retained in original packaging for possible inspection.
   • Failure to report within the timeframe constitutes acceptance of the goods.

   
   
7. Payment Security and Liens
   
   • ET retains a lien and security interest over all Products supplied to Partners on net payment terms until full payment is received. This right applies regardless of delivery or transfer of risk and entitles ET to reclaim the Products in case of non-payment or default.
   • Products supplied to prepayment Partners shall be free of lien upon receipt of full advance payment.
   • Partner must insure and safeguard unpaid Products.
   • In the event of insolvency or closure, Partner shall return unpaid Products at its own expense.
   • Partner shall not assign or use unpaid Products as collateral without ET’s written approval.
   
   
8. Compliance
   
   • Partner shall support ET in ensuring compliance with all relevant laws and regulations.
   • ET is responsible for managing customs, logistics, and regulatory procedures.
   • Partner must maintain valid business licenses and operational permits in its jurisdiction.
   
   
9. Intellectual Property
   
   • All intellectual property remains the sole property of the respective owning Party.
   • Use of ET branding or assets requires prior written consent.
   • A non-exclusive, royalty-free license is granted to the Partner for approved marketing use.
   • Partner shall promptly report any infringement or misuse of ET IP.
   
   
10. Confidentiality
    Definition: Includes all non-public data, such as business plans, pricing, technical information, and customer details.
    
    10.1. Obligations:
    

    • Confidential data must not be disclosed or used for any purpose other than performance of this Agreement.
    • Upon request, all confidential materials must be returned or destroyed.
    • Confidentiality obligations continue post-termination.
    • Partner shall ensure compliance by its employees, subcontractors, and affiliates.

    
    
    10.2.Data Protection:
    

    • Partner must adhere to all applicable data protection laws.
    • Data breaches must be reported to ET immediately.

    
    
11. Legal Compliance and Ethics
    
    • Both Parties agree to comply with anti-corruption, anti-bribery, and related ethical standards.
    • Partner shall not offer or accept unlawful payments.
    • Any suspected misconduct must be reported without delay.
    
    
12. Claims, Recalls and Returns
    
    • Partners are fully responsible for after-sales support, service, and spare parts.
    • A 3-year warranty must be provided on all past and future sales, as outlined in the Partner agreement. If annual warranty repair costs exceed 2% of product sales due to manufacturing defects, ET will cover the excess.
    • Partners are required to submit monthly defect and root cause analysis (RCA) reports.
    
    
13. Termination
    
    13.1.Termination for Convenience:
    

    • Either Party may terminate this Agreement with 90 days' prior written notice.

    
    
    13.2.Termination for Cause:
    

    • Immediate termination applies in cases of breach, misconduct, insolvency, or reputational harm.
    • A 14-day cure period shall be provided before termination is finalized.
    • Upon termination, Partner must cease using ET IP and return all confidential materials.

    
    
    13.3.Force Majeure:
    

    • Neither Party shall be held liable for delays due to uncontrollable events.
    • If such events exceed 30 days, either Party may terminate this Agreement.

    
    
14. Dispute Resolution
    
    • Parties shall attempt resolution through good-faith negotiation within 14 days before resorting to legal action.
    • This Agreement is governed by the laws of Dubai, United Arab Emirates and subject to jurisdiction of the courts located at Dubai, United Arab Emirates.
    • Immediate injunctive relief may be sought for breaches of IP or confidentiality.
    
    
15. Liability
    
    • Neither Party shall be liable for indirect, incidental, or consequential damages.
    • Liability exclusions do not apply in cases of fraud, gross negligence, or IP violations.
    • ET’s liability shall not exceed the annual transaction value with the Partner.
    • ET does not guarantee uninterrupted service or platform availability.
    • The Partner shall indemnify, defend, and hold harmless ET, its affiliates, officers, and employees from and against any and all claims, losses, liabilities, damages, and expenses (including legal fees) arising out of or related to the Partner’s breach of this Agreement, negligence, willful misconduct, or violation of applicable laws.
    
    
16. Notices
    
    • All notices shall be in writing and deemed received as follows:
      • Email: Upon dispatch.
      • Courier/Post: Three (3) business days after mailing.
      • In-Person Delivery: Upon confirmation of receipt.
    • Contact details may be updated by written notice.
    • Legal or termination notices must be sent via registered post or courier.
    
    
17. Miscellaneous
    
    • No Exclusivity: Both Parties may enter into agreements with other parties.
    • Public Statements: Require prior written approval from the other Party.
    • No Agency: Neither Party may bind the other without explicit authority.
    • Costs: Each Party bears its own costs related to this Agreement.
    • Waiver: A delay in enforcement does not constitute a waiver.
    • Severability: Invalid clauses shall not affect the validity of the remainder of the Agreement.
    • Entire Agreement: This document constitutes the complete agreement between the Parties.
    • Amendments: Must be made in writing and signed by both Parties.
    • Counterparts: This Agreement may be executed in multiple counterparts.
    • Headings: Used for convenience and do not affect interpretation.
    • Electronic Signatures: Permitted and legally binding.

Music Tribe is a member of Empower Tribe.