Vendor Terms & Conditions

Welcome to _______________________________ (hereinafter referred to as the “Website”, “Site”, “We”, “Us”, “Our”), owned and operated by___________________________________ (hereinafter referred to as “the Company”) with its registered office located at_____________________________________________.The websiteis offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms").

BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THE AGREEMENT ACCEPTANCE FORM, Vendors (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 WEBSITE YOU AGREE TO ACCEPT THESE TERMS AND CONDITIONS.

Our website provides a platform to the Vendorsor Sellers who wish to list and sell theirproductson and through our website.

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 WEBSITE 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 WEBSITE 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 WEBSITE, 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 ____________________________________________which owns and operates the website ___________________.

ii. “Vendor” shall mean an individual or entity who/which wishes to get its products listed and sell the same on and through the website.

iii. “Customers” shall mean the individuals who may use the Company’s website for buying the products of the Vendorlisted on Company’s website.

iv. “Listing” shall mean and include the products of the Vendors and its related information published/posted on Company’s website.

v. “Registration” means the feature offered to Vendors to register on our website by providing us your Username, Email- address, password, documents. Once you create an account on our website, you can login on our website using your e-mail id and password and list your products which you intend to sell on and through our website.

 

2. INTERPRETATION

i. The official language of these terms shall be English.

ii. The headings and sub-headings are merely for convenience purpose and shall not be used for interpretation.

 

3. ELIGIBILITY

i. You may use the website to list your products only if you are eligible to sell the products.

ii. Unauthorized Users are strictly prohibited from accessing or attempting to access, directly or indirectly, the website. Any such unauthorized use is strictly forbidden and shall constitute a violation of applicable state and local laws.

iii. Our website may, in its sole discretion, refuse to offer access to or use of the website 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 website is revoked in such jurisdictions.

 

4. REGISTRATION

i. The Vendorswill have to register with us in order to list their services on our website. Vendors will have to provide documents for verification such as business documents or other identification document.

ii. In order to register with us, the Vendors will have to click on the applicable link of “Register as Vendor” which shall direct it to the registration page on our website and therein you have to provide details such as your Username, E-mail id, password and relevant documents. Once the Vendorregisters with us, its account will be created on our website and by using the same it will be able to list its Product on our website. 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 ____________________________ 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 website 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 _______________________________.

vi. You shall not transfer or sell your account on our website and User ID to another party.

vii. Our Services are not available to temporarily or indefinitely suspendedVendors. Our website reserves the right, in its sole discretion, to cancel unconfirmed or inactive accounts. Our website reserves the right to refuse service to anyone, for any reason, at any time.

viii. One individual can own only one account in his/her name.

ix. 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 website and all other operating rules, policies and procedures that may be published from time to time on the website by the Company.

 

5. SERVICES

i. The Company offers the Vendorwith an online platform to list its products and sell the same to the Customers.

ii. The Vendorshall upload on the website by logging in to their accounts the pictures and description of the Product and the selling price.

iii. The Buyers/customers will surf through the products listed on the website and make purchase of the same through our website.

iv. From time to time, Vendorshall be responsible for providing details/information relating to the products proposed to be sold on the website to the Company. In this connection, Vendorundertakes that all such information shall be accurate in all respects. Vendorshall not exaggerate or over emphasize the attributes of such products so as to mislead Customers/buyers in any manner.

v. Vendorshall update the stock in every __________ days and give prior information to the Company if the products are not in stock or are discontinued. The Vendorshall keep informed at all times the Company about the availability of the products along with detailed specifications as may be required of the product. Order once placed on the website by the customer shall have to be honored by the Vendorat all costs.

vi. The Vendorshall only fix the price of the product and mention it in the list of products which he/she provides to the Company.

vii. Any image used in the list/details of products provided by Vendorto Company must be of the actual product proposed to be sold on the website and shall not copy images from the internet. Vendorshall not disclaim any liability including liability with respect to authenticity, merchantability of products that they sell via the Website

 

6. VENDOR’S RESPONSIBILITY FOR LISTING PRODUCTS AND SERVICES ON THE WEBSITE AND ITS OBLIGATIONS:

i. The Vendoragrees to ensure that the listing description of the products must not be misleading.

ii. All listed products must be listed in an appropriate category on the Website.

iii. The Vendor agrees to list their return and refund policy.

iv. The Vendor agrees to update accurate, current and complete information regarding the Vendor as is requested during the Vendor’s registration process via the Website or email at ________________________________. Any changes in the offering of products need to be submitted in writing either via email, fax or printed list of products no later than __________________ business days before the date the Vendorrequires the changes to be published.

v. Company may perform a variety of marketing activities to promote Vendor and the Vendor’s list of 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 website content may be changed, without notice and from time to time, to reflect any such changes.

vi. 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 Website, or the Company’s Marketing Activities; and, in connection with Company’s exercise of the license rights granted by theVendor. vii. 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.

viii. Company does not assert any ownership over the Marketing Materials; rather, as between Company and theVendor, and subject to the rights granted to Company herein, the Vendorshall remain the owner of its Marketing Materials and the intellectual property rights associated thereto.

ix. The Vendordeclares that it has all rights, ownership, licenses and authorizations and is authorized to provide such services to the customer via Company’s website. The copy of such ownership, licenses, authorization shall be provided on demand without failure and/or protest.

x. The Vendor shall label the products that they shall sell and deliver by attaching the label which is attached here at the link _______________________________________. If the Vendor fails to do so then its account shall be disabled and the Vendor will not be allowed to sell further through the website.

xi. The Vendor shall be fully compliant towards the terms and conditions of use of the website, present terms, privacy policy of the Company.

 

7. PRODUCTS WHICH ARE PROHIBITED OR RESTRICTED FROM BEING LISTED ON COMPANY’S WEBSITE:

i. The Company shall not be listing and/or selling the following products on/via its website. Thus, the Vendorshall 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 website.

  • 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, or other protected property
  • Hazardous and Restricted Items
  • Home cooked food
  • 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
  • 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 ofCanada.
  • 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 website without any prior intimation.

 

8. COMMISSION:

i. In order to list the Products on the website of the Company, the Vendor shall pay 15% of the market price of each product sold by the Vendor through the website.

ii. The website shall collect payments, deduct its commission, and transmit the remaining amount in the bank account of the Vendor within _______ business days of the receipt of the payment by the Company.

 

9. DELIVERY OF PRODUCTS:

i. The order shall be placed on the website; the order shall be accepted by the website if the product is in stock. The order will be downloaded on the Order system and an inventor will be created. The Vendor shall be intimated of the inventory. The Vendor shall accept the order, package the order using the labeling logo as instructed by the Company, and then deliver the same within _______ business days at the shipping address of the Buyer using courier services. The Vendor will have to update the Shipping Details on the account so that the same shall be made available to the Buyer who shall remain updated about all the shipping details.

ii. The Vendor shall determine the delivery fees and it may offer free delivery for products above a certain value.

 

10. RETUTN/REFUND OF ORDER BY VENDOR:

i. In case the customer has been delivered with any wrong/damaged/expired/faulty product, the customer shall be governed by the return and refund policy of the Vendors.

 

11. COVENANTS OFVENDOR:

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 website by the Company on behalf of Vendor at all times. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by the Company, it shall intimate to the Company at least ______ hours (________ days) in advance so that notice of out of stockfor the product can be placed on the website.

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 authorisations and is authorised to sale/provide such products to the customer via Company’s website. 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 lawyers 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 website of Company, the product description, images, disclaimer, delivery time lines, price and such other details for the products 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 surrogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website 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 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 portal of the Company.v

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 website at any time during the term of this agreement.

 

12. 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 Vendor.

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 hold 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, Value added tax, 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 marketplace and one of the key aspects of trust is fair pricing. For healthy transaction flow on Company’s website, 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. Vendor should price its items to be same as the lowest rate they are selling at elsewhere or even lower but it should not be more. Violation of pricing policy will result into warning notices and can also result into removal of their products listed on the website by Company.

vii. Vendors on Company’s website 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 Product Listing cancellation.

viii. Vendor agrees that appropriate disclaimers and terms of use on Company’s website shall be placed by the Company.

 

13. INTELLECTUAL PROPERTY RIGHTS:

i. The Vendor expressly authorizes the Company to use its trade marks/copyrights/ designs /logos and other intellectual property owned and/or licenced by it for the purpose of reproduction on the website 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.

 

14. 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 processes 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 Website, 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.

 

15. 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.

 

16. 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 howsoever 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 website 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.

 

17. LIMITATION OF LIABILITY:

i. The Company on the basis of representation by the Vendor is marketing the products of the Vendor on its website to enable Vendor to offer its products for sale through the Company’s website. This representation is the essence of the Contract.

ii. 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 whomsoever, arising on account of any transaction under this Agreement.

iii. 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 website (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.

iv. 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.

 

18. TERMINATION:

A. 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.

B. 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.

 

19. EFFECTS OF TERMINATION:

i. In the event of termination/expiry of this Agreement, the Company shall remove and shall discontinue display of the Vendor’s Products on its website with immediate effect.

ii. 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.

iii. 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.

 

20. GOVERNING LAW AND DISPUTE RESOLUTION:

i. This Agreement and any action related thereto will be governed by the laws of British Columbia, Canadawithout regard to or application of its conflict of law provisions or Vendor’s state or country of residence.

ii. Vendor agrees to submit to the exclusive jurisdiction of the courts sitting inBritish Columbia, Canada in relation to proceedings arising out of this agreement.

iii. 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.

iv. 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 website and terminate this agreement.

v. 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 ofBritish Columbia, Canada.

vi. The decision of the arbitrator shall be final and binding.

vii. The language to be used and all written documents provided in any such arbitration shall be in English.

 

21. DISCLAIMERS:

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 WEBSITE 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 WEBSITE'S CONTENT OR THE CONTENT OF ANY OTHER WEBSITES LINKED TO THE WEBSITE, 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 WEBSITE, (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 WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE 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 WEBSITE. 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.

 

22. NOTICES:

i. Except as explicitly stated otherwise, any notices given to Company shall be given by email to ________________________ or at an address __________________________. 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 website by Vendor from time to time) or at the mailing address provided by Vendor to the Company. ii. 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.

 

23. BINDING EFFECT:

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.

 

24. ASSIGNMENT:

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.

 

25. SEVERABILITY:

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.

 

26. INJUNCTIVE RELIEF:

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.

 

27. AMENDMENT:

i. 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 Website,

(ii) be effective thirty calendar days after being so posted on the Website,

(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 website to keeping the Vendor’s listing and contact information current.

ii. 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 Website 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 Website.

 

28. FORCE MAJEURE:

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.

 

29. WAIVER OF RIGHTS:

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.

 

30. MISCELLANEOUS:

i. 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.

ii. 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.

iii. Each party shall co-operate 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.

 

31. ENTIRE AGREEMENT:

This agreement along with the terms of use, privacy policy and other policies published on the website 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.

 

32. CONTACT US:

i. For any further clarification of out Terms and Conditions, please write to us at ________________________________________ (email address).