VENDOR TERMS
Welcome to Event Boomer (hereinafter referred to as the “Platform”, “Website”,
“Application” or “App” or “We”, “Us”, “Our”), owned and operated by clarks tech consulting llc (hereinafter
referred to as “the Company”) with its registered office located at Dallas
Texas. The platform is offered to you conditioned on your acceptance without
modification of the terms, conditions, and notices contained herein (the
"Terms" or “Agreement”).
BY CLICKING ON THE "ACCEPT" BUTTON
AT THE END OF THE AGREEMENT ACCEPTANCE FORM, VENDOR (HEREINAFTER REFERRED TO AS
“YOU” OR “YOUR” OR “VENDOR”) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF
THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING
ITS TERMS. WHEN YOU UNDERTAKE ANY ACTIVITY ON THE PLATFORM YOU AGREE TO ACCEPT
THESE TERMS AND CONDITIONS.
Our
platform aims to connect the customers with event professionals to avail the products and services
listed on our platform (collectively, the “Services”).
PLEASE READ THE TERMS OF THIS AGREEMENT
CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS,
REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND
A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.
IN USING THIS PLATFORM, YOU ARE DEEMED TO HAVE
READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS SET FORTH HEREIN. ANY
INCIDENTAL DOCUMENTS AND LINKS MENTIONED SHALL BE CONSIDERED TO BE ACCEPTED
JOINTLY WITH THESE TERMS. YOU AGREE TO USE THE PLATFORM ONLY IN STRICT
INTERPRETATION AND ACCEPTANCE OF THESE TERMS AND ANY ACTIONS OR COMMITMENTS
MADE WITHOUT REGARD TO THESE TERMS SHALL BE AT YOUR OWN RISK. THESE TERMS AND
CONDITIONS FORM PART OF THE AGREEMENT BETWEEN THE VENDORS AND US. BY ACCESSING
THIS PLATFORM, AND/OR UNDERTAKING TO PERFORM A SERVICE BY US INDICATES YOUR
UNDERSTANDING, AGREEMENT TO AND ACCEPTANCE, OF THE DISCLAIMER NOTICE AND THE
FULL TERMS AND CONDITIONS CONTAINED HEREIN.
1. DEFINITIONS:
i. “Company” shall mean clarks
tech consulting llc which owns and operates the platform, Event Boomer.
ii. “Vendor” shall mean an event professional who wishes to get
its services or products listed and sell the same on and through the platform.
iii. “Customers” shall mean the individuals who may use the
Company’s platform for buying the products or services of the Vendor listed on
Company’s platform.
iv. “Listing” shall mean and include the services or products
of the Vendors and its related information published/posted on Company’s
platform.
v. “Registration” means the feature offered to the Vendors to register on our platform by providing us your personal details regarding your business. Once you create an account on our platform, you can login on our platform using your email id and password and list your services or products which you intend to sell on and through our platform.
2. INTERPRETATION
i. The official language of these terms shall be English.
ii. The headings and subheadings are merely for convenience purposes and shall not be used for interpretation.
3. ELIGIBILITY
i. You may use the Service only if you are at least eighteen
(18) years of age and can form a binding contract with us, and only in
compliance with this Agreement and all applicable local, federal, state,
national, and international laws, rules and regulations.
ii. Any use or access to the Service by anyone under 18 is
strictly prohibited and in violation of this Agreement. Our platform reserves
the right to terminate your membership and refuse to provide you with access to
the platform if we discover that you are under the age of 18 years. The Service
is not available to any Vendor previously removed from the Service by us,
unless we provide such Users with specific written authorization to re-use the
Service.
iii. By becoming a Vendor, you represent and warrant that you
are at least 18 years old and that you have the right, authority and capacity
to enter into and abide by the terms and conditions of this Agreement.
iv. Unauthorized Vendors are strictly prohibited from
accessing or attempting to access, directly or indirectly, the platform. Any
such unauthorized use is strictly forbidden and shall constitute a violation of
applicable state and local laws.
v. Our platform may, in its sole discretion, refuse to offer access to or use of the platform to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the platform is revoked in such jurisdictions.
4. REGISTRATION
i. The Vendors will have to register with us in order to list
their services on our platform by providing us with your personal details such
as:
a.
Store Name
b.
First Name and Last Name
c.
Trade License Number (Upload a copy of the trade license)
d.
Address
e.
Geographical location on the Map
f.
Mobile Number
g.
Email Address
h.
Designation of the Person of Contact
ii. To supportregister with us, the Vendor will have to click
on the applicable link of “Register as Vendor” which shall direct it to the
registration page on our platform and therein you have to provide details such
as your Username, E-mail id, company registration number & Trade License Number, and password. Once
the Vendor registers with us, an account will be created on our platform and
will be able to list its Product on our platform. You are responsible for
maintaining the confidentiality of your Account login information and are fully
responsible for all activities that occur under your Account. You agree to
immediately notify us via call or email at [email protected] [p1] of any unauthorized use, or
suspected unauthorized use of your Account or any other breach of security. We
cannot and will not be liable for any loss or damage arising from your failure
to comply with the above requirements. You must not share your password or other
access credentials with any other person or entity that is not authorized to
access your account. Without limiting the foregoing, you are solely responsible
for any activities or actions that occur under your platform account access
credentials. We encourage you to use a “strong” password (a password that
includes a combination of upper and lower case letters, numbers, and symbols)
with your account. We cannot and will not be liable for any loss or damage
arising from your failure to comply with any of the above.
iii. You agree to provide and maintain accurate, current and
complete information about your Account. Without limiting the foregoing, in the
event you change any of your personal information as mentioned above in this
Agreement, you will update your Account information promptly.
iv. When creating an Account, don’t:
a. Provide any false personal information to us (including
without limitation a false username) or create any Account for anyone other
than yourself without such other person’s permission;
b. Use a username that is the name of another person with the
intent to impersonate that person;
c. Use a username that is subject to rights of another person
without appropriate authorization; or
d. Use a username that is offensive, vulgar or obscene or
otherwise in bad taste.
v. We reserve the right to suspend or terminate your Account
if any information provided during the registration process or thereafter
proves to be inaccurate, false or misleading or to reclaim any username that
you create through the Service that violates our Terms. If you have reason to
believe that your Account is no longer secure, then you must immediately notify
us at [email protected].[p2] You shall not transfer or sell
your account on our platform and User ID to another party.
vi. Our Services are not available to temporarily or
indefinitely suspended Vendors. Our platform reserves the right, in its
sole discretion, to cancel unconfirmed or inactive accounts. Our platform
reserves the right to refuse service to anyone, for any reason, at any time.
vii. One individual can own only one account in his/her name.
viii. You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by our terms of use and all other policies listed on the platform and all other operating rules, policies and procedures that may be published from time to time on the platform by the Company.
5. SERVICES
i. The Company offers the Vendor with an online platform to
list its services and/or products and sell the same to the Customers. On
this Platform, the customers can browse through a list of different services
for their event which are offered by the Vendors and are available in their
area. They can view profiles of the vendors, read about their expertise, and
check out reviews from other customers who have used their services before.
ii. The Vendor shall upload on the platform by logging in to
their accounts the pictures and description of the Services or Product and the
selling price.
iii. From time to time, Vendor shall be responsible for
providing details/information relating to the services/products proposed
to be sold on the platform to the Company. In this connection, Vendor
undertakes that all such information shall be accurate in all respects. Vendor
shall not exaggerate or over emphasize the attributes of such products so
as to mislead Customers in any manner.
iv. Regarding the products, the Vendors shall
update the stock in every 5 days and give prior information to the Company if
the products are not in stock or are discontinued. The Vendor shall keep
informed at all times the Company about the availability of the products along
with detailed specifications as may be required of the product. Once you
have accepted the order you are required to honor the sale.
v. The Vendor shall only fix the price of the service/product
and mention it in the list of service/products which he/she provides to the
Company.
vi. Any image used in the list/details of services/products provided by Vendor to Company must be of the actual product/services proposed to be sold on the platform and shall not copy images from the internet which infringes copyright of any third party.
6. VENDOR’S RESPONSIBILITY FOR
LISTING PRODUCTS AND SERVICES ON THE PLATFORM AND ITS OBLIGATIONS:
i. The Vendor agrees to ensure that the listing description
of the products must not be misleading.
ii. All listed services/products must be listed in an
appropriate category on the Platform.
iii. The Vendor agrees to update accurate, current and complete
information regarding the Vendor as is requested during the Vendor’s
registration process via the Platform. Any changes in the offering of services/products
need to be submitted in writing via email no later than 5 business
days before the date the Vendor requires the changes to be published.
iv. Company may perform a variety of marketing activities to
promote Vendor and the Vendor’s list of Service or Products and other
information provided to Company, all such marketing activities will be
determined in Company’s sole and absolute discretion and the Company’s platform
content may be changed, without notice and from time to time, to reflect any
such changes.
v. The Vendor hereby grants to Company a non-exclusive,
transferable, royalty-free, fully-paid, worldwide license, to use, copy,
publicly perform, publicly display, reformat, translate, excerpt (in whole or
in part), and distribute such Marketing Materials, including any trademarks,
trade names, service marks, logos, telephone numbers, and addresses therein,
for any purpose, including marketing, commercial, advertising, promotional
activities or otherwise, and with a right to sublicense, in connection with the
Company’s Platform, or the Company’s Marketing Activities; and, in connection
with Company’s exercise of the license rights granted by the Vendor.
vi. Company may prepare derivative works of, or incorporate
into other works, all or any portion of the Marketing Materials. The license
rights granted hereby will apply to any form, media, or technology now known or
hereafter developed.
vii. Company does not assert any ownership over the Marketing
Materials; rather, as between Company and the Vendor, and subject to the rights
granted to Company herein, the Vendor shall remain the owner of its Marketing
Materials and the intellectual property rights associated thereto.
viii. The Vendor declares that it has all rights, ownership,
licenses and authorizations and is authorized to provide such services or
products to the customer via the Company’s platform. The copy of such
ownership, licenses, authorization shall be provided on demand without failure
and/or protest.
7. PRODUCTS WHICH ARE PROHIBITED OR
RESTRICTED FROM BEING LISTED ON PLATFORM:
i. The Company shall not be listing and/or selling the
following products or services on/via its platform. Thus, the Vendor shall not
include the following products in their list/details of products which they
provide to the Company for the Company to list and sell on its platform.
●
Adult Material which includes pornography and other
sexually suggestive materials (including literature, imagery and other media);
●
Alcohol including alcoholic beverages such as beer,
liquor, wine or champagne;
●
Animals and Wildlife Products - examples include mounted
specimens, and ivory
●
Artifacts prohibited for sale
●
Beta Software
●
Bootleg/Pirated Recordings
●
Brand Name Misuse
●
Bulk marketing tools which include email lists, software,
or other products enabling unsolicited email messages (spam)
●
Cable descramblers and black boxes which includes devices
intended to obtain cable and satellite signals for free
●
Catalogue and URL Sales
●
Child pornography which includes pornographic materials
involving minors
●
Copies of unauthorized Copyrighted materials whether in
electronic or physical form or any other medium which may not be in existence
at present
●
Counterfeit Currency and Stamps
●
Drugs and drug paraphernalia which includes illegal drugs
and drug accessories, including herbal drugs
●
Drug test circumvention aids which includes drug cleansing
shakes, urine test additives, and related items
●
Embargoed Goods
●
Endangered species which includes plants, animals or other
organisms (including product derivatives) in danger of extinction
●
Event Tickets
●
Firearms, Ammunition, Militaria and Knives
●
Fireworks, Explosives and Explosive Substances; toxic,
flammable and radioactive materials and substances
●
Gaming/gambling which includes lottery tickets, sports
bets, memberships/ enrolment in online gambling sites, and related content
●
Government IDs and Licenses which includes fake Ids,
passports, diplomas and noble titles
●
Hacking and cracking materials which includes manuals,
how-to guides, information, or equipment enabling illegal access to software,
servers, watomites, or other protected property
●
Hazardous and Restricted Items
●
Human Parts and Remains
●
Items Encouraging
Illegal Activity – examples include an eBook describing how to create
methamphetamine
●
Miracle cures which includes unsubstantiated cures,
remedies or other items marketed as quick health fixes
●
Copyright unlocking items that includes Mod Chips or other
devices designed to circumvent copyright protection
●
Movie Prints
●
Offensive Material - examples include ethnically or
racially offensive material or any literature, products or other materials
that: i) Defame or slander any person or groups of people based on race,
ethnicity, national origin, religion, sex, or other factors ii) Encourage or
incite violent acts iii) Promote intolerance or hatred
●
Offensive goods, crime which includes crime scene photos
or items, such as personal belongings, associated with criminals
●
Police, Army, Navy and Air force Related Items
●
Pre-Sale Listings
●
Prescription drugs or herbal drugs or any kind of online
pharmacies which includes drugs or other products requiring a prescription by a
licensed medical practitioner
●
Promotional Item
●
Real Estate
●
Regulated goods which includes air bags; batteries
containing mercury; Freon or similar substances/refrigerants,
chemical/industrial solvents, government uniforms, car titles or logos, license
plates, police badges and law enforcement equipment, lock-picking devices,
pesticides; postage meters, recalled items, slot machines; goods regulated by
government or other agency specifications
●
Replica and Counterfeit Items including imitations of
designer goods; items without a celebrity endorsement that would normally
require such an association, fake autographs, counterfeit stamps, and other
potentially unauthorized goods
●
Ringtones
●
Stocks and Other Securities or related financial products
●
Stolen Property
●
Surveillance Equipment
●
Tobacco and cigarettes includes cigarettes, cigars,
chewing tobacco, and related products]
●
Traffic devices which includes radar detectors/ jammers,
license plate covers, traffic signal changers, and related products
●
Weapons which includes firearms, ammunition, knives, brass
knuckles, gun parts, and other armaments
●
Wholesale currency which includes discounted currencies or
currency exchanges
●
Any other product or service which is not in compliance
with all the applicable laws and regulations whether federal, state, local or
international including the laws of United States of America.
●
The Company reserves the right to modify, update and alter
the list from time to time without any prior intimation.
● The Company also reserves the right to modify the listings if relevant details are missing and it may even remove the inappropriate listings on the platform without any prior intimation.
8.
FEE/COMMISSION AND PAYMENT:
i.
The Platform, as an intermediary between vendors and
customers, shall receive a commission fee as a percentage of the sales made by vendors
through the Platform. The commission shall be ___% of the order placed by the
customer for the product/service. The commission shall include the taxes and
transactional charges.
ii.
The Platform shall make net payments in USD to the Vendor
after deducting its commission after the order is fulfilled.
iii.
The commission fee may be subject to change from time to
time, and the Platform shall provide reasonable notice to vendors regarding any
changes to the commission fee.
iv. After the customer places the order and makes a payment, the Company will establish and maintain a “Escrow Account” to hold funds for the Customer. The funds shall only be released to the Vendor once the order is fulfilled.
9. REPLACEMENT/REFUND OF ORDER BY
VENDOR:
i. The Vendor shall be held responsible for any wrong/faulty
services or wrong/faulty/expired product that shall be delivered to the
customer by the vendor.
ii. In case the customer has been delivered with any
wrong/damaged/expired/faulty product, the product shall be returned by the
customer to the the Vendor.
iii. After receiving the product, the Vendor shall either
replace the product or initiate a refund through the platform to the customer.
iv. The Company shall entertain all the reasonable claims of returns in the mutual interest of both the Vendor and the Customer.
10. COVENANTS OF VENDOR:
A. The Vendor hereby covenants with the Company as under:
i. The Vendor shall maintain adequate stock/inventory of the
products/items which have been listed on the platform by the Company on behalf
of Vendor at all times. Vendors are responsible for ensuring all inventory levels are correct, making sure
orders will be fulfilled.
ii. Not to mention in their list/details of products provided
to the Company any products/goods/services which are either banned/prohibited
by law or violates any of the intellectual property right of any party in
respect of such products.
iii. The Vendor declares that it has all rights, ownership,
licenses and authorizations and is authorized to sell/provide such products to
the customer via Company’s platform. The copy of such ownership, licenses,
authorization shall be provided on demand without failure and/or protest.
iv. The Vendor agrees to indemnify and keep indemnified the
Company from all claims/losses (including advocate fee for defending/prosecuting
any case) that may arise against the Company due to acts/omission on the part
of the Vendor.
v. To provide to the Company, for the purpose of the
listing/display on
the platform of Company, the product description,
images, disclaimer, delivery timelines, price
and such other details for the products or services to be displayed and offered
for sale.
vi. To ensure and not to provide any
description/image/text/graphic which is unlawful, illegal, intimidating,
obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited
by law or morality or is in violation of intellectual property rights including
but not limited to Trademark and copyright of any third party or of inaccurate,
false, incorrect, misleading description or is derogatory in
nature. Further it will forward the product description and image only for the
product which is offered for sale through the platform of the Company. The Vendor
agrees that in case there is violation of this covenant, it shall do and cause
to be done all such acts as are necessary to prevent disrepute being caused to
the Company.
vii. To provide a full, correct, accurate and true
description of the product so as to enable the customers to make an informed
decision. The Vendor agrees not to provide any such description/information
regarding the product which amounts to misrepresentation to the customer.
viii. To be solely responsible for the quality, quantity,
merchantability, guarantee, warranties in respect of the products offered for
sale through
the portal of the Company.
ix. At all times have access to the Internet and its email
account to check the orders placed by customers, status of approved orders and
will ensure that the products ordered are delivered on time to the customers.
x. To pass on the legal title, rights and ownership in the
Products sold to the Customer.
xi. To be solely responsible for any dispute that may be raised
by the customer relating to the products and services provided by the Vendor.
No claim of whatsoever nature will be raised on the Company.
xii. The Vendor shall at all time during the pendency of this
agreement endeavor to protect and promote the interests of the Company and
ensure that third parties rights including intellectual property rights are not
infringed.
xiii. The Vendor covenants that it shall not solicit the customers of the Company’s platform at any time during the term of this agreement.
11. WARRANTIES, REPRESENTATION AND UNDERTAKINGS OF
VENDOR:
A. The Vendor warrants and represents that:-
i. All obligations narrated under this Agreement are legal,
valid, binding and enforceable in law against Vendors.
ii. There are no proceedings pending against the Vendor, which
may have a material adverse effect on its ability to perform and meet the
obligations under this Agreement;
iii. That it is an authorized business establishment and holds all the
requisite permissions, authorities, approvals and sanctions to conduct its
business and to enter into present agreement with the Company.
iv. It shall, at all times ensure compliance with all the
requirements applicable to its business and for the purposes of this agreement
including but not limited to Intellectual Property Rights, Taxes, Excise and
Import duties, etc. It further declares and confirms that it has paid and shall
continue to discharge all its obligations towards statutory authorities.
v. That it has adequate rights under relevant laws including
but not limited to various Intellectual Property Legislation(s) to enter into
this Agreement with the Company and perform the obligations contained herein
and that it has not violated/ infringed any intellectual property rights of any
third party.
vi. Please note that trust is the most important aspect of
trade between buyers and Vendors in the marketplace and one of the key
aspects of trust is fair pricing. For healthy transaction flow on Company’s
platform, Vendor is required to price its items responsibly. The Company
constantly monitors prices for each merchant at various channels and shall not
allow the Vendor to quote a higher price. Vendors should price their items to be
the same as the lowest rate they are selling
elsewhere or even lower but it should not be more.
Violation of pricing policy will result in warning notices and can also result in removal of their products listed on the platform by
the Company.
vii. Vendors on Company’s platform are prohibited to engage in
direct communication with buyers for any pre-sale, order, post sale or returns
related matters. Vendors are also not allowed to engage in direct or indirect
marketing communication with buyers. However, Vendors should not be engaged in
communication with the buyers. Violations of this may result in Listing
cancellation.
viii. Vendor agrees that appropriate disclaimers, policies and terms of use on Company’s platform shall be placed by the Company.
12. INTELLECTUAL PROPERTY RIGHTS:
i. The Vendor expressly authorizes the Company to use its trademarks/copyrights/ designs /logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the platform and at such other places as the Company may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.
13. CUSTOMER DATA:
i. "Customer Data" means any and all identifiable
information about customers/purchasers generated or collected by Company or the
Vendor, including, but not limited to, customer’s name, email addresses,
services availed, phone numbers, and customer’s preferences and tendencies. The
Vendor agrees that it will only use the Customer Data in fulfilling the
applicable Customer Order and in complying with its obligations in this
Agreement, and the Vendor agrees that Customer Data will not be used to enhance
any file or list of the Vendor or any third party.
ii. The Vendor represents, warrants, and covenants that it
will not resell or otherwise disclose any Customer Data to any third party, in
whole or in part, for any purpose whatsoever. The Vendor agrees that it will
not copy or otherwise reproduce any Customer Data other than for the purpose of
providing services to the Customer. The Vendor (and any other persons to whom
the Vendor provides any Customer Data) will implement and comply with
reasonable security measures in protecting, handling, and securing the Customer
Data. If any Customer Data is collected by the Vendor (or otherwise on its
behalf), the Vendor shall ensure that it (and any applicable third parties)
adopt, post, and process the Customer Data in conformity with an appropriate and
customary privacy policy.
iii. For purposes of this Agreement, the restrictions set forth herein on the Vendor's use of Customer Data do not apply to: (a) data from any customer who was a customer of the Vendor prior to the Vendor using the Platform, but only with respect to data that was so previously provided to the Vendor by such customer; or (b) data supplied by a customer directly to the Vendor who becomes a customer of the Vendor and who explicitly opts in to receive communications from the Vendor for the purposes for which such Customer Data will be used by Vendor; and, provided in all cases, that the Vendor handles and uses such Customer Data in compliance with applicable Laws and the Vendor's posted privacy policy.
14. RELATIONSHIP:
Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Vendor and Vendor shall not represent the Company, neither does it have any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.
15. INDEMNITY:
i.
The Vendor indemnifies and shall hold indemnified the
Company, its partners, officers, employees, representatives, agents from and
against all losses, damages, claims, suits, legal proceedings and otherwise
arising from or in connection with any claim including but not limited to claim
for any infringement of any intellectual property rights or any other rights of
any third party or of law, concerning quality, quantity and any claim in
relation to the Vendor’s product, the breach of any of the Vendor’s warranties,
representations or undertakings or in relation to the non-fulfillment of any of
its obligations under this Agreement or terms of use of Company’s platform or
any obligations arising out of the Vendor infringing any applicable laws,
regulations including but not limited to Intellectual Property Rights, taxes.
Etc. This clause shall survive the termination or expiration of this Agreement.
16. LIMITATION OF LIABILITY:
17.1. The Company on the basis of
representation by the Vendor is marketing the services/products of the Vendor
on its platform to enable Vendor to offer its services/products for sale
through the Company’s platform. This representation is the essence of the
Contract.
17.2. It is expressly agreed by the Vendor
that the Company shall under no circumstances be liable or responsible for any
loss, injury or damage to the Vendor or any other party whatsoever, arising on
account of any transaction under this Agreement.
17.3. The Vendor agrees and acknowledges
that it shall be solely liable for any claims, damages, allegation arising out
of the Products offered for sale through Company’s platform (including but not
limited to quality, quantity, price, merchantability, use for a particular
purpose, or any other related claim) and shall hold the Company harmless and
indemnified against all such claims and damages. Further the Company shall not
be liable for any claims, damages arising out of any negligence, misconduct or
misrepresentation by the Vendor or any of its representatives.
17.4. The Company under no circumstances
shall be liable to the Vendor for loss and/or anticipated loss of profits, or
for any direct or indirect, incidental, consequential, special or exemplary
damages arising from the subject matter of this Agreement, regardless of the
type of claim and even if the Vendor has been advised of the possibility of
such damages, such as, but not limited to loss of revenue or anticipated
profits or loss business, unless such loss or damages is proven by the Vendor
to have been deliberately caused by the Company.
17. TERMINATION:
18.1. This Agreement may be terminated
by the Company forthwith in the event:-
i. Vendor commits a material breach of any representation,
obligations, covenant, warranty or term of this agreement and the same is not
cured within 30 days after written notice given by the Company.
ii. If a Petition for insolvency is filed against the Vendor.
iii. If the Vendor is in infringement of the third party rights
including intellectual property rights.
18.2. This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after expiry of such period.
18. EFFECTS OF TERMINATION:
19.1. In the event of termination/expiry
of this Agreement, the Company shall remove and shall discontinue display of
the Vendor’s Products on its platform with immediate effect.
19.2. Company shall not be liable for
any loss or damages (direct, indirect or inconsequential) incurred by the Vendor
by virtue of termination of this agreement.
19.3. During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
19. GOVERNING LAW AND DISPUTE
RESOLUTION:
20.1. This Agreement and any action
related thereto will be governed by the laws of United States of America
without regard to or application of its conflict of law provisions or Vendor’s
state or country of residence.
20.2. Vendor agrees to submit to the
exclusive jurisdiction of the courts sitting in _Dallas Texas, [SA3]
of United States of America in relation to proceedings arising out of this
agreement.
20.3. If there is a dispute between the Vendor
and a Customer, the Vendor understands and agrees that Company is under no
obligation with respect thereto, and the Vendor, to the fullest extent
permitted by law, hereby releases Company and its affiliates, and each of their
respective officers, directors, employees, service providers, affiliates,
agents, and successors from, and agrees to indemnify each of the foregoing for
any losses incurred in connection with, any and all claims, demands and damages
(actual and consequential) of every kind or nature, known or unknown, suspected
and unsuspected, disclosed and undisclosed, arising out of or in any way
related to such disputes and/or the Company.
20.4. The Vendor agrees that in case it
is unable to resolve its disputes with the customers then the Company has the
right to remove the Vendor from its listings on the platform and terminate this
agreement.
20.5. In case of dispute between Company
and the Vendor, the same shall be referred to the decision of a Sole Arbitrator
to be appointed by the Company in accordance with and subject to the provisions
of the Arbitration laws of United States of America.
20.6. The venue of such Arbitration
shall be at Dallas Texas, [SA4]
United States of America in order to deal with the arbitration proceedings and
the awards in accordance with law.
20.7. The decision of the arbitrator
shall be final and binding.
20.8. The language to be used and all written documents provided in any such arbitration shall be in English.
20. DISCLAIMERS:
21.1. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM AND ANY USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM'S CONTENT OR THE CONTENT OF ANY OTHER PLATFORMS LINKED TO THE PLATFORM, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE VENDOR'S ACCESS TO AND USE OF THE PLATFORM, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF COMPANY'S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. COMPANY DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET OR MOBILE DEVICES.
21. NOTICES:
22.1. Except as explicitly stated
otherwise, any notices given to Company shall be given by email to [email protected] Any notices given to the Vendor
shall be to the email address provided by the Vendor to the Company at the time
of listing (or as such information may be updated via the platform by Vendor
from time to time).
22.2. Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by email, personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the address set forth above. Such communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this section.
22. BINDING EFFECT:
23.1. This agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
23. ASSIGNMENT:
24.1. The Vendor shall have no right to (a) assign this agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the services without Company’s prior written consent which may be withheld as Company determines in its sole discretion. Any such purported assignment shall be void. The Company at its sole discretion may assign this agreement to any third party.
24. SEVERABILITY:
25.1. If any provision of this agreement shall be found invalid or unenforceable, the remainder of this agreement shall be interpreted so as best to reasonably effect the intent of the parties.
25. INJUNCTIVE RELIEF:
26.1. Vendor acknowledges and agrees that in the event of a breach or threatened breach of this agreement by Vendor, Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this agreement.
26. AMENDMENT:
27.1. Company may at any time at its
sole discretion modify this Agreement from time to time, and any such changes
will (i) be reflected on the Platform, (ii) be effective thirty calendar days
after being so posted on the Platform, (iii) not apply retroactively, and (iv)
not apply to any disputes arising prior to the effective date of such change.
Company shall also post the amended agreement at the address of the Vendor. The
Vendor agrees to be bound to any such changes and understands the importance of
regularly reviewing this Agreement as updated on the platform to keep the Vendor’s
listing and contact information current.
27.2. Notwithstanding anything to the contrary herein, Company reserves the right to, at any time and from time to time, change, alter, modify, or discontinue the Platform and (or any part thereof) with or without notice. The Vendor agrees that Company shall have no liability to the Vendor or to any third party for any change, alteration, modification, suspension, discontinuance, or amendment of the Company’s Platform.
27. FORCE MAJEURE:
28.1. Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this contract to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: failures or default of third party software, Vendors, or products; acts of God or of the public enemy; foreign governmental actions; strikes; communications, network connection, or utility interruption or failure; fire; flood; epidemic; and freight embargoes.
28. WAIVER OF RIGHTS:
29.1. A failure or delay in exercising any right, power or privilege in respect of this agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
29. MISCELLANEOUS:
30.1.
Termination of this agreement for any cause whatsoever
shall not release a party from any liability which, at the time of termination,
has already accrued to the other party or which may thereafter accrue in
respect of any act or omission prior to such termination.
30.2.
Article headings are inserted for convenience of reference
only and shall not be deemed to affect the interpretation of this agreement or
of any clause.
30.3. Each party shall cooperate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this agreement.
30. ENTIRE AGREEMENT:
31.1. This agreement along with the terms of use, privacy policy and other policies published on the platform constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
31. CONTACT US:
32.1. For any further clarification of
out Terms and Conditions, please write to us at [email protected] (email
address).
32.2. Our Permanent Address is Dallas
Texas.
32.3. Our Dispute Resolution team can be
contacted at [email protected] (email address).