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:
16.1. 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.
16.2. 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.
16.3. 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.
16.4. 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:
17.1. 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.
17.2. 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:
18.1. 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.
18.2. 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.
18.3. 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:
19.1. 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.
19.2. 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.
19.3. 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.
19.4. 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.
19.5. 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.
19.6. 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.
19.7. The decision of the arbitrator shall be final and
binding.
19.8. The language to be used and all written documents
provided in any such arbitration shall be in English.
20. DISCLAIMERS:
20.1. 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:
21.1. 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).
21.2. 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:
22.1. 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:
23.1. 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:
24.1. 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:
25.1. 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:
26.1. 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.
26.2. 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:
27.1. 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:
28.1. 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:
29.1. 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.
29.2. 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.
29.3. 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:
30.1. 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:
31.1. For any further clarification of out Terms and
Conditions, please write to us at [email protected] (email address).
31.2. Our Permanent Address is Dallas Texas.
32.3. Our Dispute Resolution team can be contacted at
[email protected] (email address).