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a. This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
b. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of www.holydelights.com (“Website”)
c. Delightz Infotech (“Company”), are registered under the Indian Companies Act 2013, and having its registered office at 2/86B Sucheta Nagar, PO: Haltu, Kolkata – 700078, West Bengal, India, where such expression shall, unless repugnant to the context thereof, be deemed to include its respective representatives, administrators, employees, directors, officers, agents and their successors and assigns. The Company conducts its business using the domain name www.holydelights.com to provide the services as listed below.
d. For the purpose of these Vendor Terms (“Terms”), wherever the context so requires,
e. The headings of each section in these Terms are only for the purpose of organizing the various provisions under these Terms in an orderly manner, and shall not be used by either Party to interpret the provisions contained herein in any manner. Further, it is specifically agreed to by the Parties that the headings shall have no legal or contractual value.
f. The use of the Website by the Vendor is solely governed by these Terms, and any modifications or amendments made thereto by the COMPANY from time to time, at its sole discretion. Using the platform provided on the Website to sell or advertise the sale of any product or service of the Vendor (“Service”) shall be deemed to signify the Vendor’s unequivocal acceptance of these Terms, and the Vendor expressly agrees to be bound by the same.
g. The Vendor unequivocally agrees that these Terms constitute a legally binding agreement between the Vendor and the COMPANY, and that the Vendor shall be subject to the rules, guidelines, policies, terms, and conditions applicable to any service that is provided by the Website, and that the same shall be deemed to be incorporated into these Terms, and shall be treated as part and parcel of the same. The Vendor acknowledges and agrees that no signature or express act is required to make these Terms binding on the Vendor, and that the Vendor’s act of using the Website or any part of the services therein to sell or advertise the sale of any product or service constitutes the Vendor’s full and final acceptance of these Terms.
i. These Terms form an electronic contract that establishes legally binding terms that the Vendor must accept to use the Service provided through the Website. These Terms include by reference any other terms disclosed and agreed to by the Vendor in the event the Vendor purchases or accepts additional features, products or services in addition to the Service, including but not limited to terms governing features, billing, free trials, discounts, promotions, preferential positioning, etc.
ii. The Vendor is aware and agrees that the COMPANY reserves the sole and exclusive right to amend or modify these Terms without any prior permission or intimation to the Vendor, and the Vendor expressly agrees that any such amendments or modifications shall come into effect immediately. The Vendor has a duty to periodically check the Terms and stay updated on its requirements. If the Vendor continues to use the Website following such a change, the Vendor will be deemed to have consented to any and all amendments / modifications made to the Terms. In so far as the Vendor complies with these Terms, the Vendor is granted a personal, non-exclusive, non-transferable, revocable, limited privilege to access and use the Website to sell and advertise the sale of products and services.
a. The Vendor represents and warrants that he/she is competent and eligible to enter into legally binding agreements and that he/she has the requisite authority to bind himself/herself to these Terms, as determined solely by the provisions of the Indian Contract Act, 1872. The Vendor may not use the Website if he/she is not competent to contract under the Indian Contract Act, 1872, or is disqualified from doing so by any other applicable law, rule, regulation or judicial verdict currently in force.
b. In the event of the Vendor being an entity, the individual acting on the entity's behalf represents and warrants that he/she is authorised to act on behalf of the entity and bind the entity to these Terms, and also that the entity is in compliance with any and all rules, regulation and Statues applicable to it, and that it has all requisite permissions and licenses required for its operations.
c. Furthermore, it is mandatory for vendors such as Designers/Service-providers/Brands/Artisans to register themselves on the Website.
In order to use Service, the Vendor may first be required to provide certain details to the COMPANY through the vendor panel on the Website, including but not limited to the Vendor’s name, address, mobile phone number, email address, photographs, username, password, geographical location, Pricing , Capacity etc., to create an account that can subsequently be used to avail of the Service. Further, subsequent to the creation of an account, the Vendor shall upload / publish / post pictures and descriptions on the Website of products and services the Vendor wishes to sell to the users of the Website. If the Vendor chooses to do so, the Vendor hereby authorises the COMPANY to access and use any and all such information and material provided, as governed by these Terms. In case the Vendor is not able to post/ publish/provide such pictures then the Vendor shall allow the agents of the COMPANY to click/prepare such pictures and upload on the Website. The Vendor shall cooperate with such agents of the COMPANY in every way to click/prepare the pictures.
These Terms will remain in full force and effect while the Vendor avails of the Service and/or is in possession of an active account. The Vendor is aware that the COMPANY may terminate or suspend the Vendor’s account at any time, without cause or notice, if the COMPANY believes that the Vendor has breached the Terms, or for any other reason, in its sole discretion, whether or not such action is instigated by complaints from the users of the Website. The Vendor is further aware and expressly agrees that even after the Vendor’s account is terminated for any reason, these Terms shall survive such termination, and continue to operate in full force and effect, except for any terms that by their nature expire or are fully satisfied. The Parties shall give a notice of 30 (thirty) days. However, such termination shall not waive off the obligations of either party especially the Vendor who shall be obligated to complete all pending orders.
The Vendor is responsible for maintaining the confidentiality of the Vendor's username and password, assigned to the Vendor during the registration process, and the Vendor is solely responsible for all activities that occur under the Vendor’s username and password, including but not limited to listing / delisting of products and services, modifications to prices listed for said products / services and communication with users of the Website. The Vendor agrees to immediately notify the COMPANY of any disclosure or unauthorized use of the Vendor’s username or password, or any other breach of security with respect to the Vendor’s account, and also to ensure that the Vendor logs out from the account at the end of each session.
a. The Vendor acknowledges and agrees that the COMPANY merely provides a platform for the Vendor to list products / services for sale to the users of the Website, and collects amounts on behalf of the Vendor arising out of the sale of such products/services. The Services provided by the COMPANY can be availed of by the Vendor by means of an annual subscription fee / commission based on the web-traffic and interest level generated. The Vendor does hereby expressly agree to the same and hereby authorises the COMPANY to retain such amounts from sales proceeds generated from the sale of the Vendor’s products and services listed on the Website.
b. The Vendor is also aware that the COMPANY is engaged in an E-commerce business on the Website as a Vendor and maintains its own brand which avails the COMPANY’s Services.
c. The Vendor hereby expressly authorises the COMPANY to act as the Vendor’s agent for purposes of processing payments, refunds and adjustments for the Vendor’s transactions, receiving and holding sales proceeds on the Vendor’s behalf, remitting such proceeds to the Vendor’s bank account, and paying the COMPANY and its affiliates amounts owed to them by the Vendor in accordance with these Terms or other agreements the Vendor may have with the COMPANY or its affiliates. Sales proceeds shall mean the gross proceeds from any of the Vendor’s transactions, including all shipping and handling, gift wrapping (if offered) and other charges, but excluding any taxes separately stated and charged.
d. The COMPANY will advertise and promote the Vendor’s Products and Services on the Website at regular intervals that shall be decided by the COMPANY. The Vendor shall be solely responsible for the sale of the Products to the buyers during their visit to the Website store and the COMPANY has nothing to do with the same.
e. The Vendor shall be solely responsible for payment of any and all taxes on the products or services offered by him/her on the Website, including but not limited to, sales tax and VAT. The Vendor shall also be responsible for and agrees to bear, any additional cost associated with successful execution of orders placed on the Website, including but not limited to, packaging, transportation, shipping and handling, wrapping (if offered).
f. The Vendor expressly consents to allowing the COMPANY to retain amounts paid by its users towards products / services purchased from the Vendor for a period of 7 to 10 days from the date of payment by the user, to account for any possible claim for a refund by such user, and further consents to the COMPANY adjusting such claimed amounts against amounts payable to the Vendor arising from different transactions on the Website, in the event that that consideration for the transaction in question has already been paid to the Vendor.
The Vendor agrees and acknowledges that the Vendor is solely responsible for any and all interactions with Users of the Website. The Vendor understands that the COMPANY does not conduct any criminal background checks or screenings on any of its users or vendors. The Vendor is further aware that the COMPANY also does not attempt to verify or validate the information provided by its users. The COMPANY makes no representations or warranties as to the conduct of its users, or their interactions with the Vendor. The Vendor is solely responsible for any and all interactions with users of the Website, and the Vendor expressly agrees and acknowledges that the COMPANY will not be liable for the same in any manner whatsoever. The Vendor agrees and acknowledges that Users of the Website may rate the Vendor and may also write reviews relating to the Vendor and the products / services listed on the Website by the Vendor. The Vendor is aware that some of these reviews may not be flattering and may affect the future sales of the Vendor, however the Vendor agrees that the COMPANY will be under no obligation to remove any such negative reviews, although the Vendor may appeal to the COMPANY to do the same if the Vendor feels that such review is unjustified or made with mala fide intent.
a. The Vendor is aware that the COMPANY owns and retains all proprietary rights in the Website and Service, and in all content, trademarks, trade names, service marks, copyrights and other property rights related thereto. The Website and Service contain the copyrighted material, trademarks, and other proprietary information of the COMPANY and its licensors, and the Vendor agrees not to copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service, without first obtaining the prior written consent of the COMPANY, or if such property is not owned by the COMPANY, the owner of such intellectual property or proprietary rights. The Vendor agrees to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
b. The Vendor is aware that for the purpose of availing of the Service, the Vendor will be required to upload on the Website images and descriptions of all products and services the Vendor wishes to sell through the Website. The Vendor is further aware that the same will be visible to and accessible by all users of and visitors to the Website, and that the COMPANY has no control over their actions, and will not be liable in any manner should any such user or visitor infringe on the intellectual property of the Vendor by accessing / misusing / copying / using / creating derivative works from said product / service listings, and the Vendor hereby expressly agrees that the COMPANY shall have absolutely no liability for the same, and further agrees not to involve the COMPANY in any resulting legal proceedings, and expressly agrees to indemnify the COMPANY and reimburse the COMPANY for any expenses incurred in this respect.
c. The Vendor expressly agrees and accepts that the intellectual property of the Vendor is required to be displayed on the Website in the form of product / service listings, and the Vendor does hereby expressly authorise the COMPANY and the Website to use the same in this connection, and also expressly agree to continue to allow the COMPANY to do so, without the COMPANY ever being required to pay any manner of license, fee or amount in this respect, for any such incidental usage. The Vendor further agrees and hereby expressly authorises the COMPANY to continue to display said product / service listings of the Vendor even after the Vendor has stopped producing / supplying the same, and even if the Vendor has deleted the account assigned to the Vendor and has stopped availing of the Service. If the Vendor does not agree to these provisions, then the Vendor is not authorised to use the Website or avail of the Service.
a. The Vendor expressly agrees that the Vendor shall honour any and all orders successfully placed, whether or not paid for in advance, and shall directly deliver the service within the timeline mentioned on the website to the address provided by the Customer, while placing an order on the website. The Vendor shall ensure that the service delivered to a Customer shall conform with the service description/ photographs/quality assurance as displayed on the Website. The Vendor agrees that in the event of non-conformance, the Website shall not be responsible or liable in any manner and agrees to indemnify and hold the website, its officers, agents and employees harmless from any loss, claim or dispute that may arise from the non-conformance of the service to the description, quality or photographs on the Website.
b. The Vendor also agrees to honour all blocking requests made by a Customer/User on the Website. If the Customer/User blocks a service on the Website, the Vendor shall ensure that the service blocked by the Customer/User shall be available to the Customer/User for a period of fifteen (15) days to place an order.
c. The Vendor shall not be authorised to subsequently refuse delivery of services purchased, or increase the cost thereof for any reason whatsoever. The Vendor further agrees to honour any and all orders placed by users of the Website even if such order has been placed against an item listed at an incorrect price, and even if the Vendor is no longer in possession of such item. In the event that the Vendor is unable to deliver a service, the Vendor does hereby expressly agree to compensate the COMPANY with an amount that may extend to 3 (three) times the listed value of the service in question.
d. The Vendor shall abide by the Cancellation Policy of the website and have a similar policy of its own, while catering to the orders placed by Customers through the Website. For any returns or exchanges, Customers shall be made aware that the Vendor’s policy regarding returns or exchanges shall apply. The Website shall not be involved or responsible for such requests or transactions.
e. The Vendor acknowledges and agrees to be solely responsible for the content and information posted, uploaded, published, linked to, transmitted, recorded, displayed or otherwise made available (“Post”) on the Website or transmitted to other users, including but not limited to item listings on the Website and communication with users of the Website, whether publicly posted or privately transmitted. The Vendor may not Post as part of the Service, or transmit to the COMPANY or to any user of the Website, any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity). The Vendor represents and warrants that (i) all information that the Vendor submits upon creation of the account is accurate and truthful, and that the Vendor will promptly update any information that subsequently becomes inaccurate, incomplete, misleading or false and (ii) the Vendor has the right to Post the information / material on the Website and grant the licenses set forth below; and (iii) that the Vendor is the owner of all intellectual property associated with products / services listed by the Vendor on the Website, and that the Vendor has the right to list such products and services for sale.
f. The Vendor understands and agrees that the COMPANY may, but is not obligated to, monitor or review any content the Vendor Posts as part of the Service. The COMPANY may delete any content, in whole or in part, that in the sole judgment of the COMPANY violates these Terms or may harm the reputation of the Website, Service or COMPANY, or may offend, injure or be prejudicial to the interests of any of its users.
g. By Posting information / content as part of the Service, the Vendor automatically grants to the COMPANY, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, transferable, sub-licensable, fully paid-up, worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute the content, (ii) prepare derivative works of the content or incorporate the content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. The Vendor represents and warrants that any Posting and use of the Vendor content by the COMPANY will not infringe or violate the rights of any third party, and hereby expressly agrees to indemnify the COMPANY against the same.
h. The Vendor may not Post, upload, display or otherwise make available content that:
i. The COMPANY reserves the right, in its sole discretion, to investigate and take any legal action against any Vendor who violates this provision, including removing the offending item listing / content from the Service and terminating or suspending the account of such Vendor.
j. The Vendor’s use of the Service, including all content Posted by the Vendor through the Service, must comply with all applicable laws and regulations. The Vendor agrees and acknowledges that the COMPANY may access, preserve and disclose the Vendor account information and content if required to do so by law, or if it in good faith believes that such access, preservation or disclosure is reasonably necessary, to: (i) comply with any legal process; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to the Vendor’s requests for customer service, or allow the Vendor to use the Service in the future; or (v) protect the rights, property or personal safety of the COMPANY or any other person.
k. The Vendor agrees that any content the Vendor Posts on the Service may be viewed by other users, and may be viewed by any person visiting or participating in the Service, and that the COMPANY shall in no way deemed to be responsible or liable for the actions of such individuals, and the Vendor does hereby expressly agree to the same.
The COMPANY reserves the right to investigate, suspend and/or terminate the Vendor account if the Vendor has misused the Service or behaved in a manner the COMPANY regards as inappropriate or unlawful, including actions or communications that occur off the Service, but involve users of the Service or information obtained through the Service. The following is a non exclusive list of actions and activities that the Vendor is not permitted to engage in while availing of the Service:
a. impersonate any person or entity;
b. solicit money from any user(s) in excess of amounts already paid / agreed to be paid by users, or in excess of amounts listed on Website for the product / service in question;
c. Offer money to any user, for any reason whatsoever without the express knowledge and consent of the COMPANY;
d. post any content that is prohibited by these Terms or any applicable law currently in force;
e. stalk or otherwise harass any person;
f. express or imply that any statements the Vendor makes are endorsed by the COMPANY without the COMPANY’s specific prior written consent;
g. use the Service in an illegal manner or to commit an illegal act;
h. access the Service in a jurisdiction in which it is illegal or unauthorized;
i. ask or use users to conceal the identity, source, or destination of any illegally gained money or products;
j. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
k. collect usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Service;
l. interfere with or disrupt the Service or the servers or networks connected to the Service;
m. email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
n. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Service (either directly or indirectly through use of third party software);
o. “frame” or “mirror” any part of the Service, without the COMPANY's prior written authorization;
p. use meta tags or code or other devices containing any reference to the COMPANY or the Service (or any trademark, trade name, service mark, logo or slogan of the COMPANY) to direct any person to any other website for any purpose;
q. modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service any software used on or for the Service, or cause others to do so;
r. post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Service other than solely in connection with the Vendor use of the Service in accordance with these Terms;
The COMPANY may provide assistance and guidance through its customer care representatives. When communicating with the COMPANY’s customer care representatives, the Vendor agrees to not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, and to not otherwise behave inappropriately. If the COMPANY is of the impression that the Vendor’s behaviour towards any of its customer care representatives or other employees is at any time threatening or offensive as described hereinabove, the COMPANY reserves the right to immediately terminate the Vendor’s account.
The COMPANY reserves the right at any time to modify or discontinue, temporarily or permanently, the Website or Service (or any part thereof) with or without notice. The Vendor agrees and acknowledges that the COMPANY shall not be liable to the Vendor or to any third party for any modification, suspension or discontinuance of the Service, even if the same should lead to loss of profits, damage, injury, etc to the Vendor. To protect the integrity of the Service, the COMPANY reserves the right to block Vendors from certain IP addresses from accessing the Service, at any time and in its sole discretion.
a. The Vendor may not list for sale, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limitation to the foregoing, if the Vendor or any third party believes that his/her work has been copied and posted on the Service in a way that constitutes infringement of his/her intellectual property, he/she is required to contact the COMPANY and provide the COMPANY with the following information:
a. The Vendor acknowledges and agrees that neither the COMPANY nor its affiliates or third party partners are responsible for, and shall not be deemed to have any liability - directly or indirectly, any loss or damage, including personal injury or death, as a result of or alleged to be the result of:
b. The Vendor is aware and acknowledges that to the maximum extent allowed by applicable laws, the COMPANY provides the Service on an “as is” and “as available” basis, and grants no warranties of any kind, whether express, implied, statutory or otherwise with respect to the Service (including all content contained therein), including (without limitation) any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement. The COMPANY does not represent or warrant that the Service will be uninterrupted or error free, secure or that any defects or errors in the Service will be corrected.
c. The Vendor is further aware and acknowledges that any material downloaded or otherwise obtained through the use of the Service is accessed by the Vendor at his/her own discretion and risk, and the Vendor will be solely responsible for and does hereby waive any and all claims and causes of action with respect to any damage to the Vendor’s device, computer system, internet access, download or display device, or loss or corruption of data that results or may result from the download of any such material.
d. The COMPANY may make third party opinions, advice, statements, offers, or other third party information or content available through the Service. The Vendor is aware that all such third party content is the responsibility of the respective authors thereof, and the COMPANY does not make any warranties or guarantees with respect to the same. The Vendor is further aware that the COMPANY does not: (i) guarantee the accuracy, completeness, or usefulness of any third party content provided through the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears in the Service. The Vendor agrees and acknowledges that under no circumstances will the COMPANY or its affiliates be responsible or liable for any loss or damage resulting from the user reliance on information or other content available through the Website, or transmitted to or by any users.
a. The Vendor is aware that the Service may contain or provide advertisements and/or promotions offered by third parties and links to other websites or resources. The Vendor acknowledges and agrees that the COMPANY is not responsible for the availability of such external websites or resources, and that the COMPANY does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Vendor correspondence or business dealings with, or participation in promotions of, third parties found in or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the Vendor and such third party. The Vendor further acknowledges and agrees that the COMPANY shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.
b. The Vendor further agrees that in the event of the Vendor providing the users of the Website with a link to a Website owned / operated by the Vendor, the Vendor shall be solely liable for the same, and hereby agrees to indemnify and keep indemnified the COMPANY from the claims of any individual with regard to the same. Further, the Vendor shall not be authorised to provide the users of the Website with a link to any website or domain wherein products and services are being sold, whether or not such website is owned / operated by the Vendor, and whether or not such website is in competition with the Website, at the sole discretion of the COMPANY.
a. To the fullest extent allowed by applicable law, in no event will the COMPANY, its affiliates, business partners, licensors or service providers be liable to the Vendor or any third person for any indirect, reliance, consequential, exemplary, incidental, special or punitive damages, including, without limitation, loss of profits, loss of goodwill, damages for loss, corruption or breaches of data or programs, service interruptions and procurement of substitute services, even if the COMPANY has been advised of the possibility of such damages notwithstanding anything to the contrary contained herein, the COMPANY's liability to the Vendor for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by the Vendor to the COMPANY for the Service while the Vendor maintains an account. The Vendor agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within One (1) year after such claim or cause of action arose or be forever barred.
b. The Parties expressly agree that in the event of any statute, rule, regulation or amendment coming into force that would result in the COMPANY / Website incurring any form of liability whatsoever, these Terms shall stand terminated one (1) day before the coming into effect of such statute, rule, regulation or amendment, and the Vendor shall be prohibited from accessing the Website and availing of the Service beyond such date.
It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of the Terms and any disputes arising herefrom will be resolved through a two-step Alternate Dispute Resolution (“ADR”) mechanism.
a. Mediation: In case of any dispute between the parties, the Parties will attempt to resolve the same amicably amongst themselves, to the mutual satisfaction of both Parties. In the event that the Parties are unable to reach such an amicable solution within thirty (30) days of one Party communicating the existence of a dispute to the other Party, the dispute will be resolved by arbitration, as detailed hereinbelow;
b. Arbitration. In the event that the Parties are unable to amicably resolve a dispute by mediation, said dispute will be referred to arbitration by a sole arbitrator to be appointed by the COMPANY, and the award passed by such sole arbitrator will be valid and binding on both Parties. The Parties shall bear their own costs for the proceedings, although the sole arbitrator may, in his/her sole discretion, direct either Party to bear the entire cost of the proceedings. The arbitration shall be conducted in English, and the seat of Arbitration shall be Kolkata, India.
The Parties expressly agree that the Terms and any other agreements entered into between the Parties are governed by the laws, rules and regulations of India, and that the Courts at Kolkata, India shall have exclusive jurisdiction over any disputes arising between the Parties.
a. The Vendor hereby expressly agrees to defend, indemnify and hold harmless the Website and the COMPANY, its employees, directors, officers, agents and their successors and assigns and against any and all claims, liabilities, damages, losses, costs and expenses, including legal fees, caused by or arising out of any and all claims of any individual against the Vendor, including without limitation the non-fulfilment of any of the obligations or commitments of the Vendor under the Terms, or arising out of the Vendor’s infringement of any applicable laws, rules and regulations, including but not limited to infringement of intellectual property rights, payment of statutory dues and taxes, claims of libel, defamation, violation of rights of privacy or publicity, loss of service by other Vendors, or the infringement of any other rights of a third party.
b. In no event shall the COMPANY be liable to compensate the Vendor or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, whether or not foreseeable, and whether or not the COMPANY had been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortuous action, or any other claim arising out of or in connection with the Vendor’s use of or access to the Website, the Service, and any transaction involving a user of the Website and products / services listed by the Vendor. The COMPANY reserves the right to assume exclusive control of its defence, and of any matter otherwise subject to indemnification by the Vendor, in which event the Vendor will fully cooperate with the COMPANY in connection therewith, and hereby expressly agrees to bear the cost thereof.
c. The limitations and exclusions in this section apply to the maximum extent permitted by applicable law, and the Parties expressly agree that in the event of any statute, rule, regulation or amendment coming into force that would result in the COMPANY incurring any form of liability whatsoever, these Terms shall stand terminated one (1) day before the coming into effect of such statute, rule, regulation or amendment, and the Vendor shall be prohibited from accessing the Website and availing of the Service beyond such date.
The Vendor agrees that in the event that he has any policy that may be in conflict with the policies of the Company, then the Vendor shall amend such policy to accommodate the policy of the Company or shall not use such policy.p> Further, any amendment made by the Vendor shall be intimated to the Company in writing and only after such intimation shall the policy be deemed to be acceptable.
Any and all communication relating to any dispute or grievance experienced by the Vendor may be communicated to the COMPANY by the Vendor reducing the same to writing, and sending the same to the registered office of the COMPANY by Registered Post Acknowledgement Due / Speed Post Acknowledgement Due (RPAD / SPAD).
a. Entire Agreement: These Terms, read with any specific guidelines or rules that are separately posted for particular services or offers in the Service, comprises the entire agreement between the Vendor and the COMPANY regarding the Vendor’s use of the Website and the Service. If any provision of these Terms is held invalid by any court or governmental authority of requisite jurisdiction, the remainder of these Terms shall continue in full force and effect and the Parties shall attempt to give full effect to their original intention.
b. Waiver: The failure of either Party at any time to require performance of any provision of these Terms shall in no manner affect such Party's right at a later time to enforce the same. No waiver by either Party of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach, or a waiver of any other breach of these Terms.
c. Severability: If any provision/clause of these Terms is held to be invalid, illegal or unenforceable by any court or authority of competent jurisdiction, the validity, legality and enforceability of the remaining provisions/clauses of these Terms shall in no way be affected or impaired thereby, and each such provision/clause of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the original rights, intentions and commercial expectations of the Parties hereto, as expressed herein.
d. Non-Transferability: The Vendor agrees that the Vendor’s account is non-transferable and all of the Vendor’s rights to the profile or contents within the account shall terminate upon the Vendor’s death or termination of the Vendor’s access to the Service.
e. Relationship between the Parties: The Vendor is aware and agrees that no agency, partnership, joint venture or employment is created as a result of these Terms, and the Vendor may not make any representations or bind the COMPANY in any manner.
a. The Vendor may not list for sale, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limitation to the foregoing, if the Vendor or any third party believes that his/her work has been copied and posted on the Service in a way that constitutes infringement of his/her intellectual property, he/she is required to contact the COMPANY and provide the COMPANY with the following information:
b. Notice of claims of misuse and infringement must be provided to the COMPANY’s grievance officer.
c. The COMPANY reserves the right to terminate the accounts of any Vendors found to have misused / infringed the intellectual property of another person/entity, in its sole discretion. The Vendor is aware that the Vendor may also face civil and criminal charges in the event of such misuse / infringement.
a. The Vendor acknowledges and agrees that neither the COMPANY nor its affiliates or third party partners are responsible for, and shall not be deemed to have any liability - directly or indirectly, any loss or damage, including personal injury or death, as a result of or alleged to be the result of:
b. The Vendor is aware and acknowledges that to the maximum extent allowed by applicable laws, the COMPANY provides the Service on an "as is" and "as available" basis, and grants no warranties of any kind, whether express, implied, statutory or otherwise with respect to the Service (including all content contained therein), including (without limitation) any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement. The COMPANY does not represent or warrant that the Service will be uninterrupted or error free, secure or that any defects or errors in the Service will be corrected.
c. The Vendor is further aware and acknowledges that any material downloaded or otherwise obtained through the use of the Service is accessed by the Vendor at his/her own discretion and risk, and the Vendor will be solely responsible for and does hereby waive any and all claims and causes of action with respect to any damage to the Vendor’s device, computer system, internet access, download or display device, or loss or corruption of data that results or may result from the download of any such material.
d. The COMPANY may make third party opinions, advice, statements, offers, or other third party information or content available through the Service. The Vendor is aware that all such third party content is the responsibility of the respective authors thereof, and the COMPANY does not make any warranties or guarantees with respect to the same. The Vendor is further aware that the COMPANY does not: (i) guarantee the accuracy, completeness, or usefulness of any third party content provided through the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears in the Service. The Vendor agrees and acknowledges that under no circumstances will the COMPANY or its affiliates be responsible or liable for any loss or damage resulting from the user reliance on information or other content available through the Website, or transmitted to or by any users.
a. The Vendor is aware that the Service may contain or provide advertisements and/or promotions offered by third parties and links to other websites or resources. The Vendor acknowledges and agrees that the COMPANY is not responsible for the availability of such external websites or resources, and that the COMPANY does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Vendor correspondence or business dealings with, or participation in promotions of, third parties found in or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the Vendor and such third party. The Vendor further acknowledges and agrees that the COMPANY shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.
b. The Vendor further agrees that in the event of the Vendor providing the users of the Website with a link to a Website owned / operated by the Vendor, the Vendor shall be solely liable for the same, and hereby agrees to indemnify and keep indemnified the COMPANY from the claims of any individual with regard to the same. Further, the Vendor shall not be authorised to provide the users of the Website with a link to any website or domain wherein products and services are being sold, whether or not such website is owned / operated by the Vendor, and whether or not such website is in competition with the Website, at the sole discretion of the COMPANY.
a. To the fullest extent allowed by applicable law, in no event will the COMPANY, its affiliates, business partners, licensors or service providers be liable to the Vendor or any third person for any indirect, reliance, consequential, exemplary, incidental, special or punitive damages, including, without limitation, loss of profits, loss of goodwill, damages for loss, corruption or breaches of data or programs, service interruptions and procurement of substitute services, even if the COMPANY has been advised of the possibility of such damages notwithstanding anything to the contrary contained herein, the COMPANY's liability to the Vendor for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by the Vendor to the COMPANY for the Service while the Vendor maintains an account. The Vendor agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within One (1) year after such claim or cause of action arose or be forever barred.
b. The Parties expressly agree that in the event of any statute, rule, regulation or amendment coming into force that would result in the COMPANY / Website incurring any form of liability whatsoever, these Terms shall stand terminated one (1) day before the coming into effect of such statute, rule, regulation or amendment, and the Vendor shall be prohibited from accessing the Website and availing of the Service beyond such date.
It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of the Terms and any disputes arising herefrom will be resolved through a two-step Alternate Dispute Resolution (“ADR”) mechanism.
a. Mediation: In case of any dispute between the parties, the Parties will attempt to resolve the same amicably amongst themselves, to the mutual satisfaction of both Parties. In the event that the Parties are unable to reach such an amicable solution within thirty (30) days of one Party communicating the existence of a dispute to the other Party, the dispute will be resolved by arbitration, as detailed hereinbelow;
b. Arbitration. In the event that the Parties are unable to amicably resolve a dispute by mediation, said dispute will be referred to arbitration by a sole arbitrator to be appointed by the COMPANY, and the award passed by such sole arbitrator will be valid and binding on both Parties. The Parties shall bear their own costs for the proceedings, although the sole arbitrator may, in his/her sole discretion, direct either Party to bear the entire cost of the proceedings. The arbitration shall be conducted in English, and the seat of Arbitration shall be Kolkata, India. The Parties expressly agree that the Terms and any other agreements entered into between the Parties are governed by the laws, rules and regulations of India, and that the Courts at Kolkata, India shall have exclusive jurisdiction over any disputes arising between the Parties
a. The Vendor hereby expressly agrees to defend, indemnify and hold harmless the Website and the COMPANY, its employees, directors, officers, agents and their successors and assigns and against any and all claims, liabilities, damages, losses, costs and expenses, including legal fees, caused by or arising out of any and all claims of any individual against the Vendor, including without limitation the non-fulfilment of any of the obligations or commitments of the Vendor under the Terms, or arising out of the Vendor’s infringement of any applicable laws, rules and regulations, including but not limited to infringement of intellectual property rights, payment of statutory dues and taxes, claims of libel, defamation, violation of rights of privacy or publicity, loss of service by other Vendors, or the infringement of any other rights of a third party.
b. In no event shall the COMPANY be liable to compensate the Vendor or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, whether or not foreseeable, and whether or not the COMPANY had been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortuous action, or any other claim arising out of or in connection with the Vendor’s use of or access to the Website, the Service, and any transaction involving a user of the Website and products / services listed by the Vendor. The COMPANY reserves the right to assume exclusive control of its defence, and of any matter otherwise subject to indemnification by the Vendor, in which event the Vendor will fully cooperate with the COMPANY in connection therewith, and hereby expressly agrees to bear the cost thereof.
c. The limitations and exclusions in this section apply to the maximum extent permitted by applicable law, and the Parties expressly agree that in the event of any statute, rule, regulation or amendment coming into force that would result in the COMPANY incurring any form of liability whatsoever, these Terms shall stand terminated one (1) day before the coming into effect of such statute, rule, regulation or amendment, and the Vendor shall be prohibited from accessing the Website and availing of the Service beyond such date.
The Vendor agrees that in the event that he has any policy that may be in conflict with the policies of the Company, then the Vendor shall amend such policy to accommodate the policy of the Company or shall not use such policy.
Further, any amendment made by the Vendor shall be intimated to the Company in writing and only after such intimation shall the policy be deemed to be acceptable.
Any and all communication relating to any dispute or grievance experienced by the Vendor may be communicated to the COMPANY by the Vendor reducing the same to writing, and sending the same to the registered office of the COMPANY by Registered Post Acknowledgement Due / Speed Post Acknowledgement Due (RPAD / SPAD).
a. Entire Agreement: These Terms, read with any specific guidelines or rules that are separately posted for particular services or offers in the Service, comprises the entire agreement between the Vendor and the COMPANY regarding the Vendor’s use of the Website and the Service. If any provision of these Terms is held invalid by any court or governmental authority of requisite jurisdiction, the remainder of these Terms shall continue in full force and effect and the Parties shall attempt to give full effect to their original intention.
b. Waiver: The failure of either Party at any time to require performance of any provision of these Terms shall in no manner affect such Party's right at a later time to enforce the same. No waiver by either Party of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach, or a waiver of any other breach of these Terms.
c. Severability: If any provision/clause of these Terms is held to be invalid, illegal or unenforceable by any court or authority of competent jurisdiction, the validity, legality and enforceability of the remaining provisions/clauses of these Terms shall in no way be affected or impaired thereby, and each such provision/clause of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the original rights, intentions and commercial expectations of the Parties hereto, as expressed herein.
d. Non-Transferability: The Vendor agrees that the Vendor’s account is non-transferable and all of the Vendor’s rights to the profile or contents within the account shall terminate upon the Vendor’s death or termination of the Vendor’s access to the Service.
e. Relationship between the Parties: The Vendor is aware and agrees that no agency, partnership, joint venture or employment is created as a result of these Terms, and the Vendor may not make any representations or bind the COMPANY in any manner.
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